Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 13, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | SUSGLOBAL ENERGY CORP. | ||
Entity Central Index Key | 0001652539 | ||
Entity Current Reporting Status | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 97,208,547 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2021 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Interactive Data Current | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 21,392,709 | ||
Entity File Number | 000-56024 | ||
Entity Incorporation, State or Country Code | DE | ||
Document Transition Report | false | ||
Entity Address, Address Line One | 200 Davenport Road | ||
Entity Address, City or Town | Toronto | ||
Entity Address, State or Province | ON | ||
Entity Address, Country | CA | ||
Entity Address, Postal Zip Code | M5R1J2 | ||
City Area Code | 416 | ||
Local Phone Number | 223-8500 | ||
Entity Tax Identification Number | 38-4039116 | ||
Document Annual Report | true | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | MNP LLP | ||
Auditor Location | Toronto, Canada | ||
Auditor Firm ID | 1930 |
Consolidated Balance Sheets
Consolidated Balance Sheets | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Current Assets | ||
Cash | $ 36,033 | $ 6,457 |
Trade receivables | 59,665 | 182,871 |
Government remittances receivable | 13,265 | 3,746 |
Inventory | 20,582 | 24,740 |
Prepaid expenses and deposits | 163,343 | 94,131 |
Deferred assets | 0 | 215,953 |
Total Current Assets | 292,888 | 527,898 |
Intangible Assets | 0 | 188,180 |
Long-lived Assets, net | 8,278,833 | 5,042,225 |
Long-Term Assets | 8,278,833 | 5,230,405 |
Total Assets | 8,571,721 | 5,758,303 |
Current Liabilities | ||
Accounts payable | 1,085,235 | 1,073,454 |
Government remittances payable | 262,047 | 229,358 |
Accrued liabilities | 942,241 | 1,206,618 |
Advance | 0 | 15,460 |
Deferred revenue | 0 | 4,790 |
Current portion of long-term debt | 7,765,421 | 6,327,520 |
Current portion of obligations under capital lease | 91,047 | 375,140 |
Convertible promissory notes | 3,798,516 | 1,092,100 |
Loans payable to related parties | 0 | 33,772 |
Total Current Liabilities | 13,944,507 | 10,358,212 |
Long-term debt | 1,752,271 | 78,540 |
Obligations under capital lease | 130,086 | 0 |
Deferred tax liability | 73,925 | 82,501 |
Total Long-term Liabilities | 1,956,282 | 161,041 |
Total Liabilities | 15,900,789 | 10,519,253 |
Stockholders' Deficiency | ||
Common stock, $.0001 par value, 150,000,000 authorized, 92,983,547 (2020- 82,860,619) shares issued and outstanding | 9,302 | 8,288 |
Additional paid-in capital | 11,272,599 | 9,045,187 |
Shares to be issued | 59,640 | 8,580 |
Accumulated deficit | (18,334,649) | (13,468,794) |
Accumulated other comprehensive loss | (335,960) | (354,211) |
Stockholders' deficiency | (7,329,068) | (4,760,950) |
Total Liabilities and Stockholders' Deficiency | $ 8,571,721 | $ 5,758,303 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | ||
Preferred Stock, Shares Outstanding | ||
Common Stock, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares, Issued | 92,983,547 | 82,860,619 |
Common Stock, Shares, Outstanding | 92,983,547 | 82,860,619 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss | 12 Months Ended | |||
Dec. 31, 2021CAD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020CAD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | |
Revenue | $ 754,334 | $ 1,604,606 | ||
Cost of Sales | ||||
Opening inventory | 24,740 | 5,389 | ||
Depreciation | $ 635,426 | 507,070 | $ 676,636 | 504,838 |
Less: closing inventory | (20,582) | (24,740) | ||
Total cost of sales | 1,254,150 | 1,524,240 | ||
Gross (loss) profit | (499,816) | 80,366 | ||
Operating expenses | ||||
Management compensation-stock- based compensation | 217,035 | 0 | ||
Management compensation-fees | 284,088 | 205,924 | ||
Professional fees | 684,757 | 382,238 | ||
Marketing | 298,417 | 0 | ||
Interest expense | 753,057 | 1,151,877 | ||
Office and administration | 335,062 | 236,852 | ||
Rent and occupancy | 160,019 | 120,145 | ||
Insurance | 81,338 | 68,932 | ||
Filing fees | 122,408 | 46,096 | ||
Amortization of financing costs | 101,431 | 153,566 | ||
Repairs and maintenance | 42,183 | 11,207 | ||
Director compensation | 53,136 | 37,619 | ||
Stock-based compensation | 162,187 | 56,571 | ||
Foreign exchange loss (income) | 39,191 | (58,193) | ||
Total operating expenses | 3,334,309 | 2,412,834 | ||
Net Loss Before Other (Loss) Income | (3,834,125) | (2,332,468) | ||
Other (Loss) Income | (1,067,272) | 180,277 | ||
Net Loss Before Income Taxes | (4,901,397) | (2,152,191) | ||
Income Taxes Recovery | 35,542 | 139,877 | ||
Net Loss | (4,865,855) | (2,012,314) | ||
Other comprehensive loss | ||||
Foreign exchange income (loss) | 18,251 | (144,419) | ||
Comprehensive loss | $ (4,847,604) | $ (2,156,733) | ||
Net loss per share-basic and diluted (in dollars per share) | $ / shares | $ (0.05) | $ (0.03) | ||
Weighted average number of common shares outstanding- basic and diluted (in shares) | shares | 90,963,235 | 90,963,235 | 67,820,781 | 67,820,781 |
Direct wages and benefits [Member] | ||||
Cost of Sales | ||||
Total cost of sales | $ 264,598 | $ 328,586 | ||
Equipment rental, delivery, fuel and repairs and maintenance [Member] | ||||
Cost of Sales | ||||
Total cost of sales | 299,031 | 612,112 | ||
Utilities [Member] | ||||
Cost of Sales | ||||
Total cost of sales | 81,107 | 88,505 | ||
Outside contractors [Member] | ||||
Cost of Sales | ||||
Total cost of sales | 98,186 | 9,550 | ||
Cost of Goods and Service Benchmark [Member] | ||||
Cost of Sales | ||||
Total cost of sales | $ 1,274,732 | $ 1,548,980 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Shares [Member] | Additional Paid-in Capital [Member] | Shares to be Issued [Member] | Stock Compensation Reserve [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
Beginning Balance at Dec. 31, 2019 | $ 5,180 | $ 7,450,091 | $ 1,000,000 | $ (11,449,497) | $ (209,792) | $ (3,204,018) | |
Beginning Balance (Shares) at Dec. 31, 2019 | 51,784,504 | ||||||
Shares issued on conversion of related party debt to equity | $ 318 | 353,661 | 353,979 | ||||
Shares issued on conversion of related party debt to equity (in shares) | 3,184,992 | ||||||
Shares issued on conversion of debt to equity (shares) | 27,118,109 | ||||||
Shares issued on conversion of debt to equity | $ 2,712 | 178,346 | 181,058 | ||||
Share cancellation | $ (53) | (6,983) | (7,036) | ||||
Share cancellation (Shares) | (529,970) | ||||||
Shares issued on vesting of 2019 stock awards | $ 100 | 999,900 | $ (1,000,000) | ||||
Shares issued on vesting of 2019 stock awards (Shares) | 1,000,000 | ||||||
Share issued to directors for 2019 compensation | $ 10 | 21,390 | 21,400 | ||||
Share issued to directors for 2019 compensation (in shares) | 100,000 | ||||||
Share issued to directors for 2020 compensation | $ 19 | 39,251 | 39,270 | ||||
Share issued to directors for 2020 compensation (in shares) | 187,984 | ||||||
Shares issued to employees | $ 2 | 2,548 | 2,550 | ||||
Shares issued to employees (in shares) | 15,000 | ||||||
Conversion of debt to equity on shares yet to be issued | $ 8,580 | 8,580 | |||||
Other comprehensive loss | (144,419) | (144,419) | |||||
Net loss | (2,012,314) | (2,012,314) | |||||
Ending Balance at Dec. 31, 2020 | $ 8,288 | 9,045,187 | 8,580 | (13,468,794) | (354,211) | (4,760,950) | |
Ending Balance (Shares) at Dec. 31, 2020 | 82,860,619 | ||||||
Shares issued for proceeds previously received | $ 40 | 8,540 | (8,580) | ||||
Shares issued for proceeds previously received (Shares) | 400,000 | ||||||
Share issued to officers | $ 105 | 216,930 | 217,035 | ||||
Share issued to officers (Shares) | 1,050,000 | ||||||
Shares issued on conversion of related party debt to equity | $ 173 | 451,152 | 451,325 | ||||
Shares issued on conversion of related party debt to equity (in shares) | 1,726,076 | ||||||
Shares issued on conversion of debt to equity (shares) | 3,767,029 | ||||||
Shares issued on conversion of debt to equity | $ 377 | 809,524 | 809,901 | ||||
Shares issued on private placement, net of share issue costs | $ 120 | 292,746 | $ 292,866 | ||||
Shares issued on private placement, net of share issue costs (Shares) | 1,195,348 | 4,225,000 | |||||
Shares issued for professional services | $ 166 | 448,553 | $ 448,719 | ||||
Shares issued for professional services (Shares) | 1,658,832 | ||||||
Shares issued for financing costs on receipt of convertible promissory notes | $ 234 | (234) | 0 | ||||
Shares issued for financing costs on receipt of convertible promissory notes(Shares) | 2,337,143 | ||||||
Share cancellation | $ (201) | 201 | |||||
Share cancellation (Shares) | (2,011,500) | ||||||
Shares to be issued | 59,640 | 59,640 | |||||
Other comprehensive loss | 18,251 | 18,251 | |||||
Net loss | (4,865,855) | (4,865,855) | |||||
Ending Balance at Dec. 31, 2021 | $ 9,302 | $ 11,272,599 | $ 59,640 | $ (18,334,649) | $ (335,960) | $ (7,329,068) | |
Ending Balance (Shares) at Dec. 31, 2021 | 92,983,547 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (4,865,855) | $ (2,012,314) |
Deferred taxes recovery | (9,037) | (120,918) |
Land option expired | 0 | 59,688 |
Adjustments for: | ||
Depreciation | 510,021 | 509,951 |
Amortization of intangible assets | 3,955 | 7,618 |
Non-cash professional fees on conversion of debt | 550 | 5,633 |
Non-cash interest expense on conversion of debt | (53,354) | (21,350) |
Penalties on convertible promissory notes | 197,821 | |
Amortization of financing fees | 101,431 | 153,566 |
Impairment loss on intangibles | 513,254 | 80,169 |
Stock-based compensation | 379,222 | 57,020 |
Gain on forgiveness of convertible promissory notes and accrued interest | (420,216) | (320,134) |
Gain (loss) on disposal of long-lived assets | (44,591) | 112 |
Loss on revaluation | 1,018,825 | 0 |
Change in business combination consideration | 88,107 | |
Changes in non-cash working capital: | ||
Trade receivables | 125,445 | (56,193) |
Government remittances receivable | (9,615) | 33,827 |
Other receivables | 0 | 12,832 |
Inventory | 4,315 | (18,279) |
Prepaid expenses and deposits | 36,937 | (44,816) |
Deferred asset | 3,956 | 0 |
Accounts payable | 88,374 | 91,052 |
Government remittances payable | 32,065 | 183,783 |
Accrued liabilities | 548,211 | 633,640 |
Deferred revenue | (4,867) | (4,402) |
Net cash used in operating activities | (2,040,974) | (483,587) |
Cash flows from investing activities | ||
Purchase of intangible assets | (326,012) | (20,637) |
Purchase of long-lived assets | (1,875,440) | (358,964) |
Proceeds on disposal of long-lived assets | 48,727 | 75 |
Net cash provided by (used in) investing activities | (2,152,725) | (379,526) |
Cash flows from financing activities | ||
Advances | 0 | 82,593 |
Repayments of advances | (15,708) | (71,062) |
Advance of long-term debt | 1,516,200 | 545,568 |
Repayment of long-term debt | (111,137) | (143,584) |
Repayments of obligations under capital lease | (157,444) | (145,678) |
Advances of convertible promissory notes | 2,629,500 | 0 |
Repayment of convertible promissory notes | (292,660) | (263,000) |
Advances of loans payable to related parties | 387,525 | 411,473 |
Repayments of loans payable to related parties | (53,466) | (48,337) |
Subscription payable proceeds (net of share issue costs) | 292,866 | 8,580 |
Net cash provided by financing activities | 4,195,676 | 376,553 |
Effect of exchange rate on cash | 27,599 | 17,293 |
Increase (decrease) in cash | 29,576 | (469,267) |
Cash and cash equivalents-beginning of period | 6,457 | 7,926 |
Restricted cash-beginning of period | 0 | 467,798 |
Cash and cash equivalents and restricted cash-beginning of period | 6,457 | 475,724 |
Cash and cash equivalents end of period | 36,033 | 6,457 |
Supplemental Cash Flow Disclosure: | ||
Interest paid | $ 678,548 | $ 677,774 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation [Text Block] | 1. Nature of Business and Basis of Presentation SusGlobal Energy Corp. ("SusGlobal") was formed by articles of amalgamation on December 3, 2014, in the Province of Ontario, Canada and its executive office is in Toronto, Ontario, Canada. SusGlobal, a company in the start-up stages and Commandcredit Corp. ("Commandcredit"), an inactive Canadian public company, amalgamated to continue business under the name of SusGlobal Energy Corp. On May 23, 2017, SusGlobal filed an Application for Authorization to continue in another Jurisdiction with the Ministry of Government Services in Ontario and a certificate of corporate domestication and certificate of incorporation with the Secretary of State of the State of Delaware under which it changed its jurisdiction of incorporation from Ontario to the State of Delaware (the "Domestication"). In connection with the Domestication each of the currently issued and outstanding common shares were automatically converted on a one-for-one basis into common shares compliant with the laws of the state of Delaware (the "Shares"). As a result of the Domestication, pursuant to Section 388 of the General Corporation Law of the State of Delaware (the "DGCL"), SusGlobal continued its existence under the DGCL as a corporation incorporated in the State of Delaware. The business, assets and liabilities of SusGlobal and its subsidiaries on a consolidated basis, as well as its principal location and fiscal year, were the same immediately after the Domestication as they were immediately prior to the Domestication. SusGlobal filed a Registration Statement on Form S-4 to register the Shares and this registration statement was declared effective by the Securities and Exchange Commission on May 12, 2017. On December 11, 2018, the Company began trading on the OTCQB venture market exchange, under the ticker symbol SNRG. SusGlobal is a renewables company focused on acquiring, developing and monetizing a global portfolio of proprietary technologies in the waste to energy and regenerative products application. These consolidated financial statements of SusGlobal and its wholly-owned subsidiaries, SusGlobal Energy Canada Corp. ("SGECC"), SusGlobal Energy Canada I Ltd. ("SGECIL"), SusGlobal Energy Belleville Ltd. ("SGEBL"), SusGlobal Energy Hamilton Ltd. ("SGEHL") and 1684567 Ontario Inc. ("1684567") (together, the "Company"), have been prepared following generally accepted accounting principles in the United States ("US GAAP") for annual financial information and the Securities Exchange Commission ("SEC") instructions to Form 10-K and Article 8 of SEC Regulation S-X, and are expressed in United States Dollars. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Going Concern [Abstract] | |
Going Concern [Text Block] | 2. Going Concern The consolidated financial statements have been prepared in accordance with US GAAP, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. The Company incurred a net loss of $4,865,855 (2020-$2,012,314) for the year ended December 31, 2021 and as at that date had a working capital deficit of $13,651,619 (December 31, 2020-$9,830,314) and an accumulated deficit of $18,334,649 (December 31, 2020-$13,468,794) and expects to incur further losses in the development of its business. On February 18, 2021, PACE and the Company reached a new agreement to repay all amounts owing to PACE on or before July 30, 2021. Management was not able to meet the July 30, 2021 deadline. On August 13, 2021, PACE agreed to allow the Company until August 31, 2021 to bring the arrears current and continue to September 2022, the original maturity date. Management was not able to meet the August 31, 2021 deadline. On November 15, 2021, the Company paid all arrears to PACE and PACE agreed to allow the Company to continue payments to the end of the terms of each obligation, September 2022. Management continues discussions with equity investors to re-finance its remaining obligations to PACE, and repay other creditors and has had discussions with the appropriate party to extend the repayment date on the 1st mortgage which currently matures September 1, 2022. One of the Company's significant customer contracts expired at the end of the prior year and one customer contract was terminated by the Company at the end of this year's third quarter. The Company is also anticipating a successful underwriting and a high probability of raising significant funds in the upcoming filing of its amended registration statement. These factors cast substantial doubt as to the Company's ability to continue as a going concern, which is dependent upon its ability to obtain the necessary financing to further the development of its business, satisfy its obligations to PACE and its other creditors, and upon achieving profitable operations through revenue growth. There is no assurance of funding being available or available on acceptable terms. Realization values may be substantially different from carrying values as shown. Beginning in March 2020 the Governments of Canada and Ontario, as well as foreign governments, instituted emergency measures as a result of the novel strain of coronavirus ("COVID-19"). The virus has had a major impact on Canadian and international securities and currency markets and consumer activity which may impact the Company's financial position, its results of operations and its cash flows significantly. The situation is constantly evolving, however, so the extent to which the COVID-19 outbreak will impact businesses and the economy is highly uncertain and cannot be predicted. Accordingly, the Company cannot predict the extent to which its financial position, results of operations and cash flows will be affected in the future. These consolidated financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result if the Company was unable to continue as a going concern. |
Recently Adopted Accounting Pro
Recently Adopted Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements [Text Block] | 3. Recently Adopted Accounting Pronouncements On As a result, the adoption of ASU 2020-06 did not have any impact on the opening balances in the annual consolidated financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 4. Significant Accounting Policies a) Principles of consolidation The consolidated financial statements include the accounts of SusGlobal and its wholly-owned subsidiaries, SGECC, incorporated on December 14, 2015, SGECIL, incorporated on December 15, 2015, SGEBL, incorporated on July 27, 2017, SGEHL, incorporated on August 10, 2021 and 1684567, acquired effective May 24, 2019. All significant inter-company balances and transactions have been eliminated on consolidation. b) Business combinations The Company adopted ASU No. 2017-01, which clarifies the definition of a business, with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. A business combination is a transaction or other event in which control over one or more business is obtained. A business in 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 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 at the date of acquisition with the excess of the purchase consideration over such 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 statements of operations. Acquisition related costs are expensed in 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. If the assets acquired are not a business, the transaction is accounted for as an asset acquisition. The Company’s recent acquisition, as described under note 9, Long-lived Assets, was accounted for as an asset acquisition whereby the total acquisition price is allocated on assets acquired based on relative fair values and acquisition related costs are considered a part of the acquisition price. c) Use of estimates The preparation of the Company's 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 financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on management's best knowledge of current events and actions the Company may undertake in the future. 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 judgements about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Areas involving significant estimates and assumptions include: the allowance for doubtful accounts, inventory valuation, useful lives of long-lived and intangible assets, impairment of long-lived assets and intangible assets, valuation of asset acquisition, accruals, fair value of convertible promissory notes, deferred income tax assets and related valuation allowance, environmental remediation costs, stock-based compensation and going concern. Actual results could differ from these estimates. These estimates are reviewed periodically and as adjustments become necessary, they are reported in earnings in the period in which they become available. d) Cash Cash consist of deposits held in financial institutions. e) Trade receivables Trade receivables, which are recorded when billed and when services are performed, are claims against third parties that will be settled in cash. The carrying value of trade receivables, net of an allowance for doubtful accounts, represents the estimated realizable value. An estimate of allowance for doubtful accounts is based on historical trends; type of customer, such as commercial or municipal; the age of outstanding trade receivables; and existing economic conditions. If events or changes in circumstances indicate that specific trade receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due trade receivable balances are written off when internal collection efforts have been unsuccessful. (f) Fair value of financial instruments The Company measures the fair value of financial assets and liabilities based on ASC 820 "Fair Value Measurements and Disclosures", which determines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: a. Level 1 - Quoted prices in active markets for identical assets or liabilities. b. 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. c. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of the Company's financial instruments, such as cash, trade receivables, accounts payable and accrued liabilities approximates fair value due to the short-term nature of these instruments. The carrying amount of the advance, long-term term debt, obligations under capital lease, mortgages payable and loans payable to related parties also approximates fair value due to their market interest rate. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, and also considers counterparty credit risk in its assessment of fair value. The Company had no financial assets or liabilities recorded at fair value on a recurring basis as at December 31, 2021, and December 31, 2020 except for the convertible promissory notes for which the Company elected the fair value option. The convertible promissory notes for which the fair value option has been elected are carried at fair value based on Level 3 inputs (see Note 14). g) Inventory Inventory, which consists of screened organic compost, is stated at the lower of cost and net realizable value. Cost is represented by production cost, which includes equipment rental, delivery, fuel and repairs and maintenance, direct wages and benefits, outside contractors, utilities and manufacturing overhead. Inventory quantities on hand are reviewed on a weekly basis and typically there is no need to record provisions for excess or obsolete inventory as the inventory has a long shelf life. The inventory is stored outdoors and accumulated in piles. h) Intangible assets Intangible assets included a technology license, which was stated at cost less accumulated amortization and was amortized on a straight-line basis over the useful life which was the contract term of five years plus the renewal option of five years and customer lists, which are stated at cost less accumulated amortization and are amortized on a straight-line basis over the useful lives of the customer contracts, which ranged between forty-five and sixty-six months. Intangible assets also include environmental compliance approvals and trademarks, which are stated at cost, have indefinite useful lives and are not amortized until their useful lives are determined to be no longer indefinite. The Company evaluates the intangible assets for impairment annually in the fourth quarter or when triggering events are identified and whether events and circumstances continue to support the indefinite useful life. For the year ended December 31, 2021, an impairment loss of $513,254 (C$643,175) (2020-$4,564; C$6,117) was recorded and included under other (loss) income in the consolidated statements of operations and comprehensive loss. Refer also to note 19, other (loss) income. i) Goodwill Goodwill arising on an acquisition of a business represents the excess of the purchase price over the fair value of the net identifiable assets of the acquired business. Goodwill is carried at cost as established at the date of acquisition of the acquired business less accumulated impairment losses, if any. Management assesses goodwill impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that it might be impaired by comparing its carrying value to the fair value of the acquired business. For the year ended December 31, 2021, an impairment adjustment of $nil (C$ nil j) Long-lived assets Long-lived assets are stated at cost. Equipment awaiting installation on site is not depreciated until it is commissioned. Depreciation is based on the estimated useful life of the asset and depreciated annually on a straight-line basis at the following annual rates: Category Rate Computer equipment 30% Computer software 50% Officer trailer and vacuum trailer 30% Signage 20% Machinery and equipment, including under capital lease 30% Automotive equipment 30% Composting buildings 6% Gore cover system 10% Driveway and paving 8% k) Impairment of long-lived assets In accordance with ASC 360, "Property, Plant and Equipment", long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company evaluates at each balance sheet date whether events or circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the carrying amounts are recoverable. In the event that such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. At December 31, 2021, the Company tested the long-lived assets for impairment to determine whether the carrying value exceeded the fair value. The Company used quoted market values and independent appraisals of its long-lived assets and determined that no impairment loss was required to be recognized. l) Debt issuance costs Debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability. Debt issuance cost related to convertible promissory notes which are valued at fair value are expensed once incurred. m) Environmental remediation costs The Company accrues for costs associated with environmental remediation and clean-up obligations when such costs are probable and reasonably estimable. Such accruals are adjusted as further information develops or circumstances change. n) Income taxes The Company accounts for income taxes in accordance with Financial Accounting Standards Board ("FASB") ASC 740, "Income Taxes." Deferred tax assets and liabilities are recorded for differences between the accounting and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or receivable for the period increased or decreased by the change in deferred tax assets and liabilities during the period. o) Revenue recognition The Company's revenues are from the tipping fees charged for waste delivery to the Company's organic composting facility and from the sale of organic compost. The Company recognizes revenue when it satisfies a performance obligation when transferring control over a product or service to a customer. The tipping fees charged for services are generally defined in service agreements and vary based on contract-specific terms such as frequency of service, type of waste, weight, volume and the general market factors influencing a region's rates. The Company also generates revenue from fees charged for garbage collection services and landfill management services, based on agreements with customers. Revenue is recognized as waste is accepted and collection is reasonably assured for the tipping fees charged and monthly for the other services and collection is assured. The waste collected is processed, cured and screened before being sold as organic compost. The cost of these processes is accrued at the time of revenue recognition. p) Loss per share Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus potentially dilutive securities outstanding for each year. The computation of diluted loss per share has not been presented as its effect would be anti-dilutive. q) Convertible promissory notes The Company has elected the fair value option to account for its convertible promissory notes issued during 2021. In accordance with ASC 825, the convertible promissory notes are marked-to-market at each reporting date with changes in fair value recorded as a component of other income (expense), in the consolidated statements of operations and comprehensive loss. The Company has elected to include interest expense in the changes in fair value. Transaction costs are incurred as expensed. The Company did not elect the fair value option for the convertible promissory notes issued in 2019. The notes are measured at amortized cost. r) Stock-based compensation The . s) Comprehensive Loss The Company accounts for comprehensive loss in accordance with ASC 220, "Comprehensive Income," which establishes standards for reporting and presentation of comprehensive loss and its components. Comprehensive loss is presented in the consolidated statements of stockholders' deficiency and consists of net loss and foreign currency translation adjustments. t) Foreign currency translation The functional currency of the Company is the Canadian dollar (the "C$") and its presentation or reporting currency is the United States dollar ("$"). Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of the Company's Canadian subsidiaries from their functional currency into the Company's reporting currency of $, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in cumulative other comprehensive income (loss) in stockholders' deficiency. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2020 | |
Recent Accounting Pronouncements [Abstract] | |
Recently Adopted Accounting Pronouncements [Text Block] | 5. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the financial accounting standards board (the "FASB") or other standard setting bodies and adopted by the Company as of the specified effective date or possibly early adopted, where permitted. In December 2019, the Financial Accounting Standards Board (the "FASB") issued ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, an authoritative guidance that simplifies the accounting for income taxes by removing certain exceptions and making simplifications in other areas. It is effective from the first quarter of fiscal year 2022, with early adoption permitted in any interim period. If adopted early, the Company must adopt all the amendments in the same period. The amendments have differing adoption methods including retrospectively, prospectively and/or modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption, depending on the specific change. The Company is assessing the impact that the adoption of ASU 2019-12 will have on the consolidated balance sheet and consolidated statement of operations. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments [Text Block] | 6. Financial Instruments Interest, Credit and Concentration Risk Interest rate risk is the risk borne by an interest-bearing asset or liability as a result of fluctuations in interest rates. Financial assets and financial liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company is exposed to significant interest rate risk on the current portion of its long-term debt and a portion of its convertible promissory notes of $7,727,628 (C$9,796,689) (2020-$6,327,520; C$8,056,430). Credit risk is the risk of loss associated with a counterparty's inability to perform its payment obligations. As at December 31, 2021, the Company's credit risk is primarily attributable to cash and trade receivables. As at December 31 , 2021, the Company's cash was held with reputable Canadian chartered banks, a credit union and a United States of America bank. With regards to credit risk with customers, the customers' credit evaluation is reviewed by management and account monitoring procedures are used to minimize the risk of loss. The Company believes that no additional credit risk beyond amounts provided for by the allowance for doubtful accounts are inherent in accounts receivable. As at December 31, 2021, the allowance for doubtful accounts was $nil (C$nil) (2020-$nil; C$nil). As at December 31, 2021, the Company is exposed to concentration risk as it had three customers (2020-five customers) representing greater than 5% of total trade receivables and three customers (December 31, 2020-five customers) represented 74% (December 31, 2020 - 96%) of trade receivables. The Company had certain customers whose revenue individually represented 10% or more of the Company's total revenue. These customers accounted for 80% (37%,19%, 13% and 11%) (2020-72%; 43%, 15% and 14%) of total revenue. Liquidity Risk Liquidity risk is the risk that the Company is unable to meet its obligations as they fall due. The Company takes steps to ensure it has sufficient working capital and available sources of financing to meet future cash requirements for capital programs and operations. Management is considering all its options to refinance its obligations to PACE and repay other creditors. Refer also to going concern, note 2. The Company actively monitors its liquidity to ensure that its cash flows and working capital are adequate to support its financial obligations and the Company's capital programs. In order to continue operations, the Company will need to raise capital, repay PACE for all of its outstanding obligations by September 2022 and complete the refinancing of its real property and organic waste processing and composting facility. There is no assurance of funding being available or available on acceptable terms. Realization values may be substantially different from carrying values as shown. Refer also to going concern, note 2. Currency Risk Although the Company's functional currency is the C$, the Company realizes a portion of its expenses in United States Dollars ("$"). Consequently, certain assets and liabilities are exposed to foreign currency fluctuations. As at December 31, 2021, $175,790 (2020-$527,847) of the Company's net monetary liabilities were denominated in $. The Company has not entered into any hedging transactions to reduce the exposure to currency risk. |
Prepaid Expenses and Deposits
Prepaid Expenses and Deposits | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense and Other Assets [Abstract] | |
Prepaid Expenses and Deposits [Text Block] | 7. Prepaid Expenses and Deposits Included in prepaid expenses and deposits are costs, primarily for professional services to be expensed as stock-based compensation after December 31, 2021, in the amount of $73,172 and for professional services to be expensed as professional fees after December 31, 2021 in the amount of $32,143. These professional services expire at varying periods to March 31, 2023 and expensed evenly over these periods based on the terms of the associated agreements. The professional services disclosed under stock-based compensation related to general corporate consulting, marketing, branding and commercialization to market, and general investor relations services. The common shares issued for professional services are also noted under capital stock, note 17. The balance consists of costs and deposits for services expiring or relating to periods after December 31, 2021, including insurance, rent, a subscription and a legal retainer. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets [Text Block] | 8. Intangible Assets 2021 2020 Customer lists-limited life-C$nil (net of accumulated amortization of $13,027) (C$16,515) (2020-$10,809 (C$13,763) (net of accumulated amortization of $9,078 (C$11,559)) $ - $ 10,809 Trademarks-indefinite life-C$nil (2020-C$43,135) - 33,878 Environmental compliance approvals (the "ECAs") -indefinite life- C$nil (2020-C$182,700) - 143,493 $ - $ 188,180 During the year ended December 31, 2021, the Company incurred fees in connection with various trademarks in the United States and Canada, in the amount $13,791 (C$17,483) (2020-$21,723; C$27,658). On December 31, 2021, the Company recorded an impairment loss on its trademarks in the amount of $48,373 (C$60,618). On September 15, 2017, the Company acquired the ECAs, having an indefinite life, on the purchase of certain assets from BDO Canada Limited ("BDO") under an asset purchase agreement (the "APA"). On December 31, 2021, the Company recorded an impairment loss on these ECAs of $145,795 (C$182,700). Effective May 24, 2019, the Company acquired customer lists of $22,608 (C$30,400) relating to certain municipal contracts. These customer lists are being amortized over terms ranging from forty-five to sixty-six months. During the year ended December 31, 2021, amortization of $3,955 (C$4,956) (2020-$7,618; C$9,971), disclosed under office and administration in the consolidated statements of operations and comprehensive loss and under amortization of intangible assets in the statements of cash flows. On December 31, 2021, the Company recorded an impairment loss of $7,027 (C$8,806) (2020-$3,789; C$5,079) on the customer lists. As described in long-lived assets net, note 9, on August 17 2021, the Company acquired certain assets in Hamilton, Ontario, Canada, (the "Hamilton Property"), consisting of land, a vacant building and ECAs. The ECAs acquired totaled $309,792 (C$391,051) The fair value of the ECAs was valued using a replacement cost valuation approach and incorporated a margin on cost and an entrepreneurial margin of approximately 11% and 20% respectively. The purchase consideration of the Hamilton Property was allocated ratable on assets acquired as detailed under note 9 below. On December 31, 2021, the Company recorded an impairment loss on these ECAs, in the amount of $312,058 (C$391,051) At December 31, 2021, the Company assessed whether its intangible assets were impaired and determined based on the current negative cash flows and the absence of any independent appraisals of its intangible assets, concluded that an impairment loss was required to be recognized. The total of the impairment loss, as described above, was $513,253 (C$643,175). The impairment loss is recorded under note 19, other (loss) income, in the consolidated statements of operations and comprehensive loss. |
Long-lived Assets, net
Long-lived Assets, net | 12 Months Ended |
Dec. 31, 2021 | |
Long lived Assets net [Abstract] | |
Long-lived Assets, net [Text Block] | 9. Long-lived Assets, net 2021 2020 Cost Accumulated Net book value Net book value depreciation Land $ 3,380,356 $ - $ 3,380,356 $ 1,655,623 Property under construction 1,874,892 - 1,874,892 - Composting buildings 2,391,736 607,536 1,784,200 1,965,959 Gore cover system 1,110,648 450,099 660,549 771,622 Driveway and paving 365,609 125,526 240,083 268,171 Machinery and equipment 410,551 346,269 64,282 99,227 Equipment under capital lease 502,544 368,057 134,487 269,116 Office trailer 9,466 9,466 - 1,527 Vacuum trailer 5,916 4,437 1,479 3,240 Computer equipment 6,972 6,972 - 385 Signage 6,519 2,601 3,918 2,601 Automotive equipment 173,661 39,074 134,587 4,754 $ 10,238,870 $ 1,960,037 $ 8,278,833 $ 5,042,225 On August 17 2021, the Company acquired the Hamilton Property assets, consisting of land, a vacant building and ECAs. The total purchase price including costs of acquisition of $175,615 (C$221,680) totaled $3,590,773 (C$4,532,633). The costs of acquisition, were settled through cash payments of $119,094 (C$150,333) and the issuance of 200,000 common shares valued based on the trading price on the issuance date at $56,521 (C$71,347) to a consultant who assisted on the closing of the transaction. The issuance of common shares is also noted under capital stock, note 17, common shares issued for professional services. The purchase of the Hamilton Property was funded by cash of $396,364 (C$500,333), the issuance of 300,000 common shares to the vendor on closing, having a value based on the trading price on the issuance date of $84,781 (C$107,020), the issuance noted above of 200,000 common shares to a consultant who assisted on the closing of the transaction disclosed as part of common shares issued for professional services, under capital stock, note 17, a vendor take-back 1st mortgage of $1,584,400 (C$2,000,000) and a portion of the increased existing 1st mortgage of $1,468,686 (C$1,853,933), disclosed under note 12(d), long-term debt. The cost of the purchase price was allocated ratably over the estimated fair value of each long-lived asset acquired, land of $1,724,979 (C$2,177,442), included above under land and building $1,556,002 (C$1,964,141), described above as property under construction. Refer to intangible assets, note 8, for details of the balance of the purchase price representing ECAs acquired. Also included under property under construction, are construction costs incurred subsequent to the acquisition in the amount of $325,577 (C$412,750). During the year ended December 31, 2021, depreciation is disclosed in cost of sales in the amount of $507,070 (C$635,426) (2020-$504,838; C$676,636) and in office and administration in the amount of $2,951 (C$3,698) (2020-$5,112; C$6,852) in the consolidated statements of operations and comprehensive loss. In addition, under deferred assets in the consolidated balance sheets is an accrual in the amount of $nil (C$nil) (December 31, 2020-$215,953; C$274,959), for certain long-lived assets previously expected to be received. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions [Text Block] | 10. Related Party Transactions For the year ended December 31, 2021, the Company incurred $287,280 (C$360,000) (2020-$134,298; C$180,000) respectively, in management fees expense with Travellers International Inc. ("Travellers"), an Ontario company controlled by a director and the president and chief executive officer (the "CEO"); and $76,608 (C$96,000) (2020-$71,626; C$96,000) in management fees expense with the Company's chief financial officer (the "CFO"). As at December 31, 2021, unpaid remuneration and unpaid expenses in the amount of $14,755 (C$18,706) (December 31, 2020-$396,160; C$504,405) is included in accounts payable in the consolidated balance sheets. In addition, during the year ended December 31, 2021, the Company incurred interest expense of $nil (C$nil) (2020-$6,096; C$8,171) on outstanding loans from Travellers and $283 C$(355) (2020-$nil; C$nil) on the outstanding loan from the CFO. For the year ended December 31, 2021, the Company incurred $90,014 (C$112,800) (2020-$75,331; C$100,967) in rent expense paid under a lease agreement, currently under a month-to-month lease with Haute Inc. ("Haute"), an Ontario company controlled by the CEO. For those independent directors providing their services throughout 2021, the Company recorded directors compensation for the year ended December 31, 2021 in the amount of $53,136 (C$66,587) (2020-$37,619; $50,421). Also included in directors' compensation for the year ended December 31, 2021, is the audit committee chairman's fees, in the amount of $nil (C$nil) (2020-$2,862; C$3,836). As at December 31, 2021, outstanding directors compensation of $nil (C$nil) (2020-$2,663; C$3,390) is included in accounts payable and $70,358 (C$89,196) (2020-$37,244; C$47,421) is included in accrued liabilities, in the consolidated balance sheets. Furthermore, for the year ended December 31, 2021, the Company recognized management stock-based compensation expense of $217,035 (2020 $nil and $nil), on the common stock issued to the CEO and the CFO, 1,000,000 and 50,000 common stock respectively, on commencement of their new executive consulting agreements, effective January 1, 2021. |
Advance
Advance | 12 Months Ended |
Dec. 31, 2021 | |
Loans Payable [Abstract] | |
Advance [Text Block] | 11. Advance On August 4, 2020, the Company received an advance in the amount of $86,944 (C$110,700) from a private lender. The advance was repayable weekly at an amount of $4,821 (C$6,138). The amount was paid in full on January 26, 2021. For the year ended December 31, 2021, the Company incurred interest charges of $nil (C$nil) (2020-$30,222; C$40,507). |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt [Text Block] | 12. Long-Term Debt 2021 2020 (a) PACE Credit Facility-Due September 2, 2022 $ 750,465 $ 765,137 (b) PACE Credit Facility-Due September 2, 2022 419,661 427,869 (c) PACE Corporate Term Loan-Due September 13, 2022 2,546,536 2,592,947 (d)i.) Mortgage Payable-Due September 1, 2022 4,010,966 2,541,567 (d)i i.) Mortgage Payable-Due August 17, 2023 1,577,600 - (e) Canada Emergency Business Account-Due December 31, 2023 78,880 78,540 (f) Corporate Term Loan-Due April 7, 2025 133,584 - 9,517,692 6,406,060 Current portion (7,765,421 ) (6,327,520 ) Long-Term portion $ 1,752,271 $ 78,540 On February 18, 2021, PACE and the Company reached a new agreement to repay all amounts owing to PACE on or before July 30, 2021. Management was not able to meet the July 30, 2021 deadline. On August 13, 2021, PACE agreed to allow the Company to bring the arrears current by August 31, 2021 and continue to September 2022. Management was not able to meet this new deadline. On November 15, 2021, the Company paid all arrears to PACE and PACE agreed to allow the Company to continue payments to the end of the terms of each obligation, September 2022. Management continues discussions with equity investors to re-finance its remaining obligations to PACE and repay other creditors. In addition, the letter of credit the Company has with PACE in favor of the Ministry of the Environment, Conservation and Parks (the "MECP"), was renewed to the termination of the obligations to PACE, September 2022. On April 3, 2020, the shares previously pledged as security to PACE, were released and are currently held as security for the personal guarantee from the CEO and charge against the Haute leased premises. Refer also to going concern, note 2. The PACE long-term debt is payable as noted below: (a) The credit facility bears interest at the PACE base rate of 7.00% plus 1.25% per annum, currently 8.25%, is payable in monthly blended installments of principal and interest of $6,913 (C$8,764) and matures on September 2, 2022. The first and only advance on the credit facility on February 2, 2017, in the amount of $1,262,080 (C$1,600,000), is secured by a business loan general security agreement, a $1,262,080 (C$1,600,000) personal guarantee from the CEO and a charge against the Haute leased premises. Also pledged as security are the shares of the wholly-owned subsidiaries, and a limited recourse guarantee against each of these parties. As noted above, the pledged shares were delivered by PACE and are currently held as security for the personal guarantee from the CEO and charge against the Haute leased premises. The credit facility is fully open for prepayment at any time without notice or bonus. (b) The credit facility advanced on June 15, 2017, in the amount of $473,280 (C$600,000), bears interest at the PACE base of 7.00% plus 1.25% per annum, currently 8.25%, is payable in monthly blended installments of principal and interest of $3,866 (C$4,901), and matures on September 2, 2022. The credit facility is secured by a variable rate business loan agreement on the same terms, conditions and security as noted above. (c) The corporate term loan advanced on September 13, 2017, in the amount of $2,937,607 (C$3,724,147), bears interest at PACE base rate of 7.00% plus 1.25% per annum, currently 8.25%, is payable in monthly blended installments of principal and interest of $23,436 (C$29,711), and matures on September 13, 2022. The corporate term loan is secured by a business loan general security agreement representing a floating charge over the assets and undertakings of the Company, a first priority charge under a registered d ebenture and a lien registered under the Personal Property Security Act in the amount of $3,155,971 (C$4,000,978) against the assets including inventory, accounts receivable and equipment. The corporate term loan also included an assignment of existing contracts included in the asset purchase agreement. For the year ended December 31, 2021, $318,714 (C$399,391) (2020-$302,758; C$405,788), in interest was incurred on the PACE long-term debt. As at December 31, 2021, $43,233 (C$54,808) (2020-$18,319; C$23,325) in accrued interest is included in accrued liabilities in the consolidated balance sheets. (d) i.) The Company obtained a 1st mortgage provided by private lenders to finance the acquisition of the shares of 1684567 and to provide funds for additional financing needs, including additional lands, received in four tranches totaling $4,101,760 (C$5,200,000) (December 31, 2020-$2,591,820; C$3,300,000). The fourth tranche was received on August 13, 2021 in the amount of $1,498,720 (C$1,900,000) and a portion of this fourth tranche, $1,462,382 (C$1,853,933), was used to fund a portion of the purchase of the Hamilton Property, described under long-lived assets, net note 9. The 1st mortgage is repayable interest only on a monthly basis at an annual rate of the higher of the Royal Bank of Canada's prime rate plus 6.05% per annum (currently 8.50%) and 10% per annum with a maturity date of September 1, 2022. The 1st mortgage payable is secured by the shares held of 1684567, a 1st mortgage on the premises located at 704 Phillipston Road, Roslin, Ontario, Canada and a general assignment of rents. Financing fees on the 1st mortgage totaled $318,217 (C$403,419). As at December 31, 2021 $33,713 (C$42,740) (December 31, 2020-$36,215; C$46,110) of accrued interest is included in accrued liabilities in the consolidated balance sheets. In addition, as at December 31, 2021 there is $90,794 (C$115,104) (December 31, 2020-$50,253; C$63,984) of unamortized financing fees included in long-term debt in the consolidated balance sheets. ii.) On August 17, 2021, the Company obtained a vendor take-back 1st mortgage in the amount of $1,577,600 (C$2,000,000), on the purchase of the Hamilton Property, described under long-lived assets, net note 9. The 1st mortgage bears interest at an annual rate of 2% per annum, repayable monthly interest only with a maturity date of August 17, 2023, secured by the assets on the Hamilton Property. In addition, as at December 31, 2021 there is $nil (C$nil) of accrued interest is included in accrued liabilities in the consolidated balance sheets. For the year ended December 31, 2021, $308,101 (C$385,978) (2020-$214,853; C$287,968) in interest was incurred on the 1st mortgages payable. (e) As a result of the COVID-19 virus, the Government of Canada launched the Canada Emergency Business Account (the "CEBA"), a program to ensure that small businesses have access to the capital they need to see them through the current challenges and better position them to quickly return to providing services to their communities and creating employment. The program is administered by Canadian chartered banks and credit unions. The Company has received a total of $78,490 (C$100,000) under this program, from its Canadian chartered bank. Under the initial term date of the loans, which is detailed in the CEBA term loan agreements, the amount is due on December 31, 2022 and is interest-free. If the loans are not repaid by December 31, 2022, the Company can make payments, interest only, on a monthly basis at an annual rate of 5%, under the extended term date, beginning January 1, 2023, maturing December 31, 2025. The CEBA term loan agreements were amended by extending the interest free repayment date by one year to December 31, 2023. If paid by December 31, 2023, 33.33% ($26,293; C$33,333), previously 25%, of the loans would be forgiven. Repayment terms on the extended period are unchanged. The CEBA term loan agreements contain a number of positive and negative covenants, for which the Company is not in full compliance. (f) On April 8, 2021, the Company took delivery of a truck and hauling trailer for a total purchase price of $172,225 (C$218,338) plus applicable harmonized sales taxes. The purchase was financed by a bank term loan of $157,760 (C$200,000), over a forty-eight-month term, bearing interest at 4.95% per annum with monthly blended instalments of principal and interest payments of $3,866 (C$4,901) due April 7, 2025. For the year ended December 31, 2021, $5,355 (C$6,711) in interest was incurred. |
Obligations under Capital Lease
Obligations under Capital Lease | 12 Months Ended |
Dec. 31, 2021 | |
Obligations Under Capital Lease [Abstract] | |
Obligations under Capital Lease [Text Block] | 13. Obligations under Capital Lease 2021 2020 (a) (b) (c) Total Total Obligations under Capital Lease $ - $ 27,184 $ 193,949 $ 221,133 $ 375,140 Less: current portion - (27,184 ) (63,863 ) (91,047 ) (375,140 ) Long-term portion $ - $ - $ 130,086 $ 130,086 $ - Refer also to going concern, note 2. (a) The lease agreement for certain equipment for the Company's organic waste processing and composting facility at a cost of $226,110 (C$286,650), was payable in monthly blended installments of principal and interest of $4,607 (C$5,840), plus applicable harmonized sales taxes and an option to purchase the equipment for a final payment of $22,448 (C$28,600), plus applicable harmonized sales taxes on October 31, 2021. The lease agreement bears interest at the rate of 5.982% annually, compounded monthly, due September 30, 2021. On November 3, 2021, the Company paid the final payment of $22,448 (C$28,600), plus applicable harmonized sales taxes. (b) The lease agreement for certain equipment for the Company's organic composting facility at a cost of $195,189 (C$247,450 ), is payable in monthly blended installments of principal and interest of $4,037 (C$5,118), plus applicable harmonized sales taxes for a period of forty-six months plus the first two monthly blended installments of $7,888 (C$10,000) plus applicable harmonized sales taxes and an option to purchase the equipment for a final payment of $19,468 (C$24,680) plus applicable harmonized sales taxes on February 27, 2022. The leasing agreement bears interest at the rate of 6.15% annually, compounded monthly, due January 27, 2022. (c) The lease agreement for certain equipment for the Company's organic waste processing and composting facility at a cost of $307,356 (C$389,650), is payable in monthly blended installments of principal and interest of $5,405 (C$6,852), plus applicable harmonized sales taxes for a period of fifty-nine months plus an initial deposit of $15,342 (C$19,450) plus applicable harmonized sales taxes and an option to purchase the equipment for a final payment of a nominal amount of $79 (C$100) plus applicable harmonized sales taxes on February 27, 2025. The leasing agreement bears interest at the rate of 3.59% annually, compounded monthly, due February 27, 2025. The lease liabilities are secured by the equipment under capital lease as described in note 8. Minimum lease payments as per the original terms of the obligations under capital lease are as follows: In the year ending December 31, 2022 $ 97,451 In the year ending December 31, 2023 64,862 In the year ending December 31, 2024 64,862 In the year ending December 31, 2025 5,484 232,659 Less: imputed interest (11,526 ) Total $ 221,133 For the year ended December 31, 2021, $13,426 (C$16,825) (2020-$18,090; C$24,246) in interest was incurred. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Notes Payable [Abstract] | |
Convertible Promissory Notes [Text Block] | 14. Convertible Promissory Notes 2021 2020 (a) Convertible promissory notes-March 7 and March 8, 2019 $ - $ 491,500 (b) Convertible promissory note-May 23, 2019 - 242,000 (c) Convertible promissory note-July 19, 2019 - 187,000 (d) Convertible promissory note-October 17, 2019 - 171,600 (e) Convertible promissory note-March 31, 2021 553,453 - (f) Convertible promissory note-April 1, 2021 455,072 - (g) Convertible promissory note-June 16, 2021 460,418 - (h) Convertible promissory note-August 26, 2021 143,109 - (i) Convertible promissory notes-October 28 and 29, 2021 1,852,495 - (j) Convertible promissory notes-December 2, 2021 333,969 - $ 3,798,516 $ 1,092,100 Convertible promissory notes (a) through (d) are accounted for at amortized cost and reflect the net debt carrying amount effected by the outstanding balance of the original issue discount, in the consolidated balance sheet. The net unamortized financing costs are $ nil nil Convertible promissory notes (e) through (j) are accounted for under the fair value option in the consolidated balance sheet as of December 31, 2021. The actual principal outstanding on the balance of the notes as at December 31, 2021 is $3,214,658. (a) On March 7 and March 8, 2019, the Company entered into two securities purchase agreements (the "March 2019 SPAs") with two investors (the "March 2019 Investors") pursuant to which the Company issued to each March 2019 Investor two 12% unsecured convertible promissory notes comprised of the first notes (the "First Notes") being in the amount of $275,000 each, and the remaining notes in the amount of $275,000 each (the "Back-End Notes," and, together with the First Notes, the "March 2019 Investor Notes") in the aggregate principal amount of $1,100,000, with such principal and the interest thereon convertible into Common Stock at the March 2019 Investors' option. Each First Note contains a $25,000 Original Issue Discount such that the issue price of each First Note was $250,000. The proceeds on the issuance of the First Notes were received from the March 2019 Investors upon the signing of the March 2019 SPAs. The proceeds on the issuance of the Back-End Notes were initially received by the issuance of two offsetting $250,000 secured notes to the Company by the March 2019 Investors (the "Buyer Notes"), provided that prior to conversion of the Back-End Notes, the March 2019 Investors must have paid back the Back-End Notes in cash. Although the March 2019 SPAs are dated March 7, 2019 and March 8, 2019 (each, a "March 2019 Effective Date"), they became effective upon the receipt in cash of the issue price by the March 2019 Investors. On March 11, 2019, the Company received cash of $456,000, net of transaction related expenses of $94,000, for the First Notes from the March 2019 Investors. On April 24, 2019, the Company received one of the Back-End Notes from the March 2019 Investors in the face value amount of $275,000. The proceeds received by the Company was $228,000, net of transaction related expense of $47,000. The maturity dates of the March 2019 Investor Notes were March 7, 2020 and March 8, 2020. The March 2019 Investor Notes bear interest at a rate of twelve percent (12%) per annum (the "March 2019 Interest Rate"), which interest shall be paid by the Company to the March 2019 Investors in Common Stock at any time the March 2019 Investors send a notice of conversion to the Company. The March 2019 Investors are entitled to, at their option, convert all or any amount of the principal face amount and any accrued but unpaid interest of the March 2019 Investor Notes into Common Stock, at any time, at a conversion price for each share of the Company's Common Stock equal to 65% multiplied by the lowest trading price (as defined in the Notes) of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company's shares are traded during the twenty (20) consecutive Trading Day period immediately preceding (i) the applicable March 2019 Effective Date; or (ii) the conversion date. The Company initially reserved a minimum of eight (8) times the number of its authorized and unissued Common Stock (the "March 2019 Reserved Amounts"), free from pre-emptive rights, to provide for the issuance of Common Stock upon the full conversion of the March 2019 Investor Notes. Upon full conversion of the March 2019 Investor Notes, any shares remaining in such reserve were cancelled. Since the March 2019 Investor Notes were not repaid by their March 7, 2020 and March 8, 2020 maturity dates, they were in default resulting in the outstanding balance (principal plus accrued interest) increasing by 10% and the interest rate on the 2019 March Investor Notes increasing from 12% to 24% annually, effective January 28, 2020. On December 24, 2020, one of the two March 2019 Investors accepted a payment of $165,000 representing payment in full of all obligations due and owing under their March 2019 Investor Note. This resulted in a gain on forgiveness of debt of $119,983, including accrued interest of $68,085, in 2020. On January 19, 2021, the remaining March 2019 Investor and the Company reached an agreement for payment in full of all obligations due and owing under its March 2019 Investor Notes by payments totaling $550,000, $50,000 paid on January 20, 2021, $200,000 on or before March 1, 2021 and the final balance of $300,000 was due on or before March 31, 2021. On January 20, 2021, the Company paid $50,000 in cash. The March 1, 2021 payment date was extended and settled on March 11, 2021 with the issuance of 1,075,124 shares to convert an outstanding principal and accrued interest and related costs of $135,000 and approximately $33,000 respectively. The March 31, 2021 payment date was extended and on August 19, 2021, the Company issued 591,905 shares to convert an outstanding principal and accrued interest and related costs of $75,000 and approximately $21,000 respectively. On November 3, 2021, the March 2019 Investor accepted a final cash payment of $200,000 from the Company. During the year ended December 31, 2021, the settlement of the March 2019 Investor Notes resulted in a gain on forgiveness of approximately $196,000 disclosed under other (loss) income in the consolidated statements of operations and comprehensive loss. Refer also to note 19, other (loss) income. (b) On May 23, 2019, the Company entered into a securities purchase agreement (the "May 2019 SPA") with one investor (the "May 2019 Investor") pursuant to which the Company issued to the May 2019 Investor one 12% unsecured convertible promissory note (the "May 2019 Investor Note") in the principal amount of $250,000. On this date, the Company received proceeds of $204,250, net of transaction related expenses of $45,750. The maturity date of the May 2019 Investor Note was May 23, 2020. The May 2019 Investor Note bears interest at a rate of twelve percent (12%) per annum (the "May 2019 Interest Rate"), which interest shall be paid by the Company to the May 2019 Investor in Common Stock at any time the May 2019 Investor sends a notice of conversion to the Company. The May 2019 Investor is entitled to, at its option, convert all or any amount of the principal amount and any accrued but unpaid interest of the May 2019 Investor Note into Common Stock, at any time, at a conversion price for each share of Common Stock equal to 65% multiplied by the lowest trading price (as defined in the Note) of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company's shares are traded during the twenty (20) consecutive Trading Day period immediately preceding (i) the applicable May 2019 Effective Date; or (ii) the conversion date. The Company initially reserved 10,937,000 of its authorized and unissued Common Stock (the "May 2019 Reserved Amount"), free from pre-emptive rights, to provide for the issuance of Common Stock upon the full conversion of the May 2019 Investor Note. Upon full conversion of the May 2019 Investor note, any shares remaining in such reserve were cancelled. On January 21, 2021, the May 2019 Investor converted the remaining balance of his May 2019 Investor Note for 846,154 common shares of the Company. This satisfied in full all obligations due and owing under the May 2019 Investor Note. This resulted in a gain on forgiveness of debt of $95,346, including accrued interest of $73,346, disclosed as other (loss) income in the consolidated statements of operations and comprehensive loss. (c) On July 19, 2019, the Company entered into a securities purchase agreement (the "July 2019 SPA") with one investor (the "July 2019 Investor") pursuant to which the Company issued to the July 2019 Investor one 12% unsecured convertible promissory note (the "July 2019 Investor Note") in the principal amount of $170,000. On this date, the Company received proceeds of $138,225, net of transaction related expenses of $31,775. The maturity date of the July 2019 Investor Note was July 19, 2020. The July 2019 Investor Note bears interest at a rate of twelve percent (12%) per annum (the "July 2019 Interest Rate"), which interest shall be paid by the Company to the July 2019 Investor in Common Stock at any time the July 2019 Investor sends a notice of conversion to the Company. The July 2019 Investor is entitled to, at its option, convert all or any amount of the principal amount and any accrued but unpaid interest of the July 2019 Investor Note into Common Stock, at any time, at a conversion price for each share of Common Stock equal to 65% multiplied by the lowest trading price (as defined in the Note) of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company's shares are traded during the twenty (20) consecutive Trading Day period immediately preceding (i) the applicable July 2019 Effective Date; or (ii) the conversion date. The Company initially reserved 5,604,000 of its authorized and unissued Common Stock (the "July 2019 Reserved Amount"), free from pre-emptive rights, to provide for the issuance of Common Stock upon the full conversion of the July 2019 Investor Note. Upon full conversion of the July 2019 Investor Note, any shares remaining in such reserve were cancelled. On January 21, 2021, the July 2019 Investor converted the remaining balance of his July 2019 Investor Note for 653,846 common shares of the company. This satisfied in full all obligations due and owing under the July 2019 Investor Note. This resulted in a gain on forgiveness of debt of $69,882, including accrued interest of $52,882, disclosed as other (loss) income in the consolidated statements of operations and comprehensive loss (d) On October 17, 2019, the Company entered into a securities purchase agreement (the "October 2019 SPA") with one investor (the "October 2019 Investor") pursuant to which the Company issued to the October 2019 Investor one 12% unsecured convertible promissory note (the "October 2019 Investor Note") in the principal amount of $156,000. On this date, the Company received proceeds of $129,600, net of transaction related expenses of $26,400. The maturity date of the October 2019 Investor Note was October 17, 2020. The October 2019 Investor Note bears interest at a rate of twelve percent (12%) per annum (the "October 2019 Interest Rate"), which interest shall be paid by the Company to the October 2019 Investor in Common Stock at any time the October 2019 Investor sends a notice of conversion to the Company. The October 2019 Investor is entitled to, at its option, convert all or any amount of the principal amount and any accrued but unpaid interest of the October 2019 Investor Note into Common Stock, at any time, at a conversion price for each share of Common Stock equal to 65% multiplied by the lowest trading price (as defined in the Note) of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company's shares are traded during the twenty (20) consecutive Trading Day period immediately preceding (i) the applicable October 2019 Effective Date; or (ii) the conversion date. The Company initially reserved 22,153,000 of its authorized and unissued Common Stock (the "October 2019 Reserved Amount"), free from pre-emptive rights, to provide for the issuance of Common Stock upon the full conversion of the October 2019 Investor Note. Upon full conversion of the October 2019 Investor Note, any shares remaining in such reserve were cancelled. On January 21, 2021, the October 2019 Investor converted the remaining balance of its October 2019 Investor Note for 600,000 common shares of the company. This satisfied in full all obligations due and owing under the October 2019 Investor Note. This resulted in a gain on forgiveness of debt of $58,591, including accrued interest of $42,991, disclosed as other (loss) income in the consolidated statements of operations and comprehensive loss. (e) On March 31, 2021, the Company entered into a securities purchase agreement (the "March 2021 SPA") with one investor (the "March 2021 Investor") pursuant to which the Company issued to the March 2021 Investor one 10% unsecured convertible promissory note (the "March 2021 Investor Note") in the principal amount of $275,000. The March 2021 Investor Note includes an original issue discount of (the "OID") of $25,000. In addition, the March 31, 2021 Investor was issued 200,000 common shares immediately subsequent to the issue date. The Company used the with-and-without method to allocate the proceeds between the convertible promissory note and the common shares. As a result, all of the proceeds were allocated to the convertible promissory note and $nil to the common shares. The maturity date of the March 2021 Investor Note was September 30, 2021. The March 2021 Investor Note bears interest at a rate of 10% per annum (the "March 2021 Interest Rate"). The March 2021 Investor is entitled to, at its option, at any time after issuance of the March 2021 Investor Note, convert all or any amount of the principal amount and any accrued but unpaid interest of the March 2021 Investor Note into Common Stock, at a conversion price of $0.20 per share. Under the original terms of the March 2021 Investor Note may be prepaid until 180 days from its issue date at a prepayment premium of 120%. Any portion of the March 2021 Investor Note which is not repaid by the maturity date will bear interest at the default interest rate of 18% per annum. On November 22, 2021, the March 2021 Investor extended the maturity date to March 31, 2022 in exchange for a payment of $486,474. On April 7, 2022, the March 2021 Investor extended the maturity date of the March 2021 Investor Note to April 30, 2022. The Company initially reserved 5,000,000 of its authorized and unissued Common Stock (the "March 2021 Reserved Amount"), free from pre-emptive rights, to provide for the issuance of Common Stock upon the full conversion of the March 2021 Investor Note. (f) On April 1, 2021, the Company entered into a securities purchase agreement (the "April 2021 SPA") with one investor (the "April 2021 Investor") pursuant to which the Company issued to the April 2021 Investor one 10% unsecured convertible promissory note (the "April 2021 Investor Note") in the principal amount of $275,000. The April 2021 Investor Note includes an OID of $25,000. In addition, the April 2021 Investor was issued 200,000 common shares immediately subsequent to the issue date. The Company used the with-and-without method to allocate the proceeds between the convertible promissory note and the common shares. As a result, all of the proceeds were allocated to the convertible promissory note and $ nil The maturity date of the April 2021 Investor Note was September 30, 2021. The April 2021 Investor Note bears interest at a rate of 10% per annum (the "April 2021 Interest Rate"). The April 2021 Investor is entitled to, at its option, at any time after issuance of the April 2021 Investor Note, convert all or any amount of the principal amount and any accrued but unpaid interest of the April 2021 Investor Note into Common Stock, at a conversion price of $0.20 per share. The original terms of the April 2021 Investor Note may be prepaid until 180 days from its issue date at a prepayment premium of 120%. Any portion of the April 2021 Investor Note which is not repaid by the maturity date will bear interest at the default interest rate of 18% per annum. The Company initially reserved 5,000,000 of its authorized and unissued Common Stock (the "April 2021 Reserved Amount"), free from pre-emptive rights, to provide for the issuance of Common Stock upon the full conversion of the April 2021 Investor Note. (g) On June 16, 2021, the Company entered into a securities purchase agreement (the "June 2021 SPA") with one investor (the "June 2021 Investor") pursuant to which the Company issued to the June 2021 Investor one 10% unsecured convertible promissory note (the "June 2021 Investor Note") in the principal amount of $450,000. The June 2021 Investor Note includes an OID of $35,000. In addition, the June 2021 Investor was issued 1,000,000 common shares of the Company. The Company used the with-and-without method to allocate the proceeds between the convertible promissory note and the common shares. As a result, all of the proceeds were allocated to the convertible promissory note and $ nil The maturity date of the June 2021 Investor Note is June 16, 2022. The June 2021 Investor Note bears interest at a rate of 10% per annum (the "June 2021 Interest Rate"), which shall be paid by the Company to the June 2021 Investor on a monthly basis, commencing on the first of the month following issuance. The June 2021 Investor may convert the principal amount and any accrued but unpaid interest into the Company's common stock from time to time following an event of default (as defined in the June 2021 Investor Note), with interest accruing at the default interest rate of 15% per annum from an event of default, at a conversion price (the "Conversion Price") equal to the lesser of 90% (representing a 10% discount) multiplied by the lowest trading price (i) during the previous twenty (20) trading day (as defined in the June 2021 Investor Note) period ending on the issuance date of the June 2021 Investor Note, or (ii) during the previous twenty (20) trading day period ending on date of conversion of the June 2021 Investor Note. The June 2021 Investor Note may be prepaid at any time in cash equal to the sum of (a) the then outstanding principal amount of the June 2021 Investor Note plus (b) accrued and unpaid interest on the unpaid principal balance of the June 2021 Investor Note plus (c) default interest (as defined in the June 2021 Investor note on the occurrence of a default), if any. (h) On August 26, 2021, the Company entered into a securities purchase agreement (the "August 2021 SPA") with one investor (the "August 2021 Investor") pursuant to which the Company issued to the August 2021 Investor one 10% unsecured convertible promissory note (the "August 2021 Investor Note") in the principal amount of $142,200. The August 2021 Investor Note included an OID of $13,450. In addition, the August 2021 Investor was issued 80,000 common shares of the Company. The Company used the with-and-without method to allocate the proceeds between the convertible promissory note and the common shares. As a result, all of the proceeds were allocated to the convertible promissory note and $ nil The maturity date of the August 2021 Investor Note is August 26, 2022. The August 2021 Investor Note bears interest at a rate of 10% per annum (the "August 2021 Interest Rate"). The August 2021 Investor Note will include a one-time interest charge of $14,220, which shall be at repayable by the Company in 10 equal monthly amounts of $15,642 (including principal and interest) commencing October 15, 2021. at a conversion price (the "Conversion Price") equal to the lesser of 75% (representing a 25% discount) multiplied by the lowest trading price (i) during the previous five (5) trading day (as defined in the August 2021 Investor Note), period prior to conversion. The Company has the right to accelerate the monthly payments or prepay the August 2021 Investor Note at any time without penalty. The Company initially reserved 2,972,951 of its authorized and unissued Common Stock (the "August 2021 Reserved Amount"), free from pre-emptive rights, to provide for the issuance of Common Stock upon the full conversion of the August 2021 Investor Note. (i) On nil The maturity date of the October 2021 Investor Notes is the earlier of (i) July 28 and 29, 2022 and (ii) the occurrence of a Liquidity Event, as described above (the "Maturity Date"). Upon the occurrence of a Liquidity Event, the October 2021 Investors are entitled to convert all or a portion of their October 2021 Investor Notes including any accrued and unpaid interest at conversion price (the "Conversion Price") equal to the lesser of 70% (representing a 30% discount) multiplied by the price per share of the Common Stock at the public offering associated with the Liquidity Event. Upon the occurrence of an event of default, the interest rate on the October 2021 Investor Notes will immediately accrue at 24% per annum and be paid in cash monthly to the October 2021 Investors, until the default is cured. And, the Conversion Price will be reset to 85% of the lowest volume weighted average price for the ten consecutive trading days ending on the trading day that is immediately prior to the applicable conversion date. (j) On December 2, 2021, the Company entered into a securities purchase agreement (the "December 2021 SPA") with one investor (the "December 2021 Investor") pursuant to which the Company issued to the December 2021 Investor one 10% unsecured convertible promissory note (the "December 2021 Investor Note") in the principal amount of $350,000. The December 2021 Investor Note included an OID of $35,000. In addition, the December 2021 Investor was issued common shares of the Company. The Company used the with-and-without method to allocate the proceeds between the convertible promissory note and the common shares. As a result, all of the proceeds were allocated to the convertible promissory note and $nil to the common shares. The maturity date of the December 2021 Investor Note is June 2, 2022. The December 2021 Investor Note bears interest at a rate of 10% per annum (the "December 2021 Interest Rate"), which shall be paid by the Company to the December 2021 Investor on a monthly basis, commencing on the first of the month following issuance. The December 2021 Investor may convert the principal amount and any accrued but unpaid interest into the Company's common stock from time to time following an event of default (as defined in the December 2021 Investor Note), with interest accruing at the default interest rate of 15% per annum from the event of default, at a conversion price (the "Conversion Price") equal to the lesser of 90% (representing a 10% discount) multiplied by the lowest trading price (i) during the previous twenty (20) trading day (as defined in the December 2021 Investor Note) period ending on the issuance date of the December 2021 Investor Note, or (ii) during the previous twenty (20) trading day period ending on date of conversion of the December 2021 Investor Note. The December 2021 Investor Note may be prepaid at any time in cash equal to the sum of (a) the then outstanding principal amount of the December 2021 Investor Note plus (b) accrued and unpaid interest on the unpaid principal balance of the December 2021 Investor Note plus (c) default interest (as defined in the December 2021 Investor Note) on the occurrence of an event of default), if any. Pursuant to the terms of the security purchase agreements for the convertible promissory notes described above, for so long as the noted investors own any shares of Common Stock issued upon the conversion of the applicable investor notes, the Company has covenanted to secure and maintain the listing of such shares of Common Stock. The Company is also subject to certain customary negative covenants under the investor notes and the security purchase agreements, including but not limited to the requirement to maintain its corporate existence and assets, require registration of or stockholder approval for the investor notes or the Common Stock upon the conversion of the applicable investor notes. The convertible promissory notes described above contain certain representations, warranties, covenants and events of default including if the Company is delinquent in its periodic report filings with the Securities and Exchange Commission which would increase the amount of the principal and interest rates under the convertible promissory notes in the event of such defaults. In the event of a default, at the option of the applicable investor and in their sole discretion, the applicable investor may consider any of their convertible promissory notes immediately due and payable. For the year ended December 31, 2021, the Company incurred interest and Default Amounts totalling $369,971 which were included in the change in fair value of convertible promissory notes in the consolidated statements of operations and comprehensive loss. For the year ended December 30, 2020, the Company incurred interest and Default Amounts totalling $562,562 which were included in interest expenses in the consolidated statements of operations and comprehensive loss. As Refer also to going concern, note 2. Fair value option for the 2021 convertible promissory notes The Company is eligible to elect the fair value option under ASC 825, Financial Instruments Gains and losses attributable to changes in credit risk were insignificant during all periods presented. The Company recognized a loss of $244,729 at the time of issuance of the convertible promissory notes, and an additional loss of $774,096 attributed to the change in fair value of the convertible promissory notes for the year ended December 31, 2021. The Company incurred debt issuance costs of $159,250 which were expensed as incurred. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement [Text Block] | 15. Fair Value Measurement The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation: Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: $ $ - Liabilities: Convertible promissory notes 3,798,516 3,798,516 $ 3,798,516 $ 3,798,516 During the years ended December 31, 2021 and December 31, 2020, there were no transfers between Level 1, Level 2, or Level 3. There were no financial assets or liabilities measured at fair value on a recurring basis as of December 31, 2020. The following table summarizes the change in Level 3 financial instruments during the year ended December 31, 2021. Fair value at December 31, 2020 $ - Fair value at issuance 3,092,819 Repayments (68,399 ) Mark to market adjustment 774,096 Fair value at December 31, 2021 $ 3,798,516 Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The fair value of the convertible promissory notes at issuance and subsequent financial reporting dates was estimated based on significant inputs not observable in the market, which represent level 3 measurements within the fair value hierarchy. The fair value of the convertible promissory notes at issuance and at each reporting period was estimated based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company used a scenario-based binomial model to estimate the fair value of the convertible promissory notes. The model determines the fair value from a market participant’s perspective by evaluating the payouts under hold, convert, or call decisions. The most significant estimates and assumptions used as inputs are those concerning type, timing and probability of specific scenario outcomes. Specifically, the Company assigned a probability of default, which would increase the required payout as described in Note 14 and calculated the fair value under each scenario. At the issuance dates of the convertible promissory notes, the probability of default ("PD") was assumed to be 20%, except for the convertible promissory notes issued in the last quarter of the year which had a PD of 50% and for all convertible promissory notes, a PD of 50% at December 31, 2021. The probability of default was determined in reference to a 1-year PD rate for a ‘CCC+’ rating at issuance, and a combination of ‘CC’ and ‘CCC - ’ credit ratings at December 31, 2021. Increasing (decreasing) the probability of default would result in a significantly higher (lower) fair value measurement. Other significant unobservable inputs include the expected volatility, discount for lack of marketability and the credit spread. The expected volatility was based on the historical volatility over a look-back period that was consistent with the balance-remaining term of the instruments. A range of 95% to 160% was used for the expected volatility. The discount for lack of marketability was determined using a range of option pricing methodologies using the remaining restriction term corresponding to each instrument on the relevant valuation date. A range of 0% to 40% was used for the discount for lack of marketability. The credit spread was determined in reference to credit yields of companies with similar credit risk at the date of valuation. A premium of 10% was added to the credit spread as an instrument specific adjustment to reflect the Company’s risk of default. A range of 15.25% to 18.39% was used for the credit spread. |
Loans Payable to Related Partie
Loans Payable to Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Loans Payable to Related Party [Abstract] | |
Loans Payable to Related Party [Text Block] | 16. Loans Payable to Related Parties 2021 2020 Director (CEO) $ - $ 33,772 The balance owing to director, is unsecured, non-interest bearing and due on demand. During the year ended December 31, 2021, the director's company, Travellers, converted a total of $371,001 (C$461,620) (2020-$ nil nil nil nil nil nil |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Capital Stock [Text Block] | 17. Capital Stock As at December 31, 2021, the Company had 150,000,000 common shares authorized with a par value of $.0001 per share and 92,983,547 (December 31, 2020-82,860,619) common shares issued and outstanding. During the year ended December 31, 2021, the Company issued 3,767,029 common shares on the conversion of convertible promissory notes, in the amount of $756,000, including accrued interest and related costs of $53,901, for a total of $809,901. The share In addition, the Company raised $292,866 net of share issue costs of $10,620, on private placements for 1,195,348 common shares of the Company at per share issue prices ranging from $0.25 to $0.26. Further, during the year ended December 31, 2021, 1,658,832 common shares of the Company were issued for professional services valued at $448,719, based on the closing trading prices on issuance, disclosed as stock-based compensation in the consolidated statements of operations and comprehensive loss and disclosed as acquisition costs on the purchase of the Hamilton assets and financing cost on the mortgages payable in the consolidated balance sheets. On March 31, 2021, the Company issued the March 2021 Investor Note to the March 2021 Investor, and issued, subsequent to March 31, 2021, 200,000 common shares disclosed under note 14(e), convertible promissory notes. On April 1, 2021, the Company issued the April 2021 Investor Note to the April 2021 Investor, and subsequently issued 200,000 common shares disclosed under note 14(f), convertible promissory notes. On June 16, 2021, the Company issued the June 2021 Investor Note to the June 2021 Investor, and subsequently issued 1,000,000 common shares. disclosed under note 14(g), convertible promissory notes. On August 26, 2021, the Company issued the August 2021 Investor Note to the August 2021 Investor and subsequently issued 80,000 common shares., disclosed under note 14(h), convertible promissory notes. On October 28 and 29, 2021, the Company issued a total of 72,500 common shares to two consultants representing the October 2021 Investors, valued at $16,240, based on the closing trading price on issuance. And, on December 2, 2021, the Company issued 857,143 common shares., disclosed under note 14(j), convertible promissory notes. On January 4, 2021, the Company issued 1,000,000 common shares to the CEO and 50,000 common shares to the CFO in connection with their executive consulting agreements, valued at $217,035, based on the closing trading price on issuance and included under management stock-based compensation in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. Also, on January 4, 2021, the Company issued 400,000 common shares on proceeds of $8,580, previously received on a conversion of debt in December 2020. Pursuant to the Minutes of Settlement, the former chief executive officer returned 2,011,500 shares of the Company's Common Stock which the Company later canceled on December 29, 2021. During the year ended December 31, 2020, the convertible promissory note holders converted a total of $181,058 of their convertible notes, including accrued interest and related costs of $20,910 for 27,118,109 common shares. The share conversion prices ranged from $0.0036 to $0.0176 per share. On December 31, 2020, the Company issued 287,984 (2019-80,000 common shares) in the amount $60,670 to certain independent directors for their 2019 and 2020 services. In addition, the Company issued a total of 15,000 common shares to employees in the amount of $2,550 and 3,184,992 common shares on the conversion of loans payable to related party. In 2020, the Company canceled the 529,970 shares previously held by BDO Canada Limited, whose shares were returned to the Company on April 1, 2020, in the amount of $7,036. Further, on January 10, 2020, the CEO's remaining RSUs were exchanged into 1,000,000 common shares of the Company. In addition, on December 21, 2020, the Company received a notice of conversion from one of the January 2019 Investors in the amount of $7,830 plus legal fees of $750. The 400,000 common shares on this conversion were issued on January 4, 2021, as noted above. At December 31, 2021, the Company had a total of 280,000 shares to be issued, priced at the trading price at December 31, 2021 of $0.213 per share. Subsequent to the year-end, the Company issued a total of 4,225,000 shares to officers, service providers, the April 2021 Investor on the conversion of his convertible promissory note and on a private placement. Refer to note 24, subsequent events, for common shares issued subsequent to year-end. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments [Text Block] | 18. Commitments a) For the year ending December 31, 2022 $ 473,280 b) c) For the year ending December 31, 2022 $ 208,000 d) On November 10, 2021, the Company paid the initial payment with a direct marketing company, in the amount of $ 65,200 , to commence a marketing campaign, after the Company filed its S-1 registration statement on January 13, 2022. For the year ending December 31, 2022 $ 971,240 e) For the year ending December 31, 2022 $ 7,140,969 f) g) For the year ending December 31, 2022 $ 7,888 For the year ending December 31, 2023 7,888 For the year ending December 31, 2024 7,888 For the year ending December 31, 2025 7,888 $ 31,552 PACE has provided the Company a letter of credit in favor of the MECP in the amount of $218,364 (C$276,831) and, as security, has registered a charge of lease over the premises, located at 704 Phillipston Road, Roslin, Ontario, Canada. The Company is required to provide for environmental remediation and clean-up costs for its organic waste processing and composting facility. The letter of credit is a requirement of the MECP and is in connection with the financial assurance provided by the Company for it to be in compliance with the MECPs environmental objectives. The MECP regularly evaluates the Company's organic waste processing and composting facility to ensure compliance is adhered to and the letter of credit is subject to change by the MECP. The Company has updated its financial assurance with the MECP. As a result of audits conducted by the MECP in December of 2020, the Company has accrued estimated and actual costs for corrective measures as a result of the MECP's audits totaling $334,498, (C$424,059) (2020-$570,078; C$725,844). As at December 31, 2021, the MECP has not drawn on the letter of credit. The existing letter of credit, in the amount of $218,364 (C$276,831) was renewed by PACE to the termination of the Company's obligations to PACE, September 2022. The Company is in the process of obtaining a letter of credit for the new financial assurance with the MECP in the amount of $502,968 (C$637,637). |
Other (Loss) Income
Other (Loss) Income | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Other (Loss) Income [Text Block] | 19. Other (Loss) Income 2021 2020 (a) Gain on forgiveness of convertible promissory notes $ 420,216 $ 320,134 (b) Gain on disposal of long-lived assets 44,591 - (c) Impairment loss on ECAs (457,853 ) (d) Impairment loss on trademarks (48,374 ) - (e) Impairment loss on goodwill - (75,605 ) (f) Land option expired - (59,688 ) (g) Impairment loss on customer lists (7,027 ) (3,789 ) (h) Impairment loss on technology license - (775 ) (i) (1,018,825 ) - $ (1,067,272 ) $ 180,277 (a) During the year ended December 31, 2021, the settlement of the March 2019 Investor Notes resulted in a forgiveness of $196,397, including accrued interest and related costs.1. Refer to note 14(a), convertible promissory notes. And, during the year ended December 31, 2021, the May 2019 Investor, the July 2019 Investor and the October 2019 Investor accepted in full 2,100,000 common shares of the Company representing payment in full of all obligations due and owing under their convertible promissory notes. This resulted in a gain on forgiveness of convertible promissory notes of $223,819, including accrued interest. Refer to note 14(b) (c) and (d), convertible promissory notes. (b) (c) (d) (f) (g) (h) (i) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes [Text Block] | 20. Income Taxes The Company's income tax provision has been calculated as follows: 2021 2020 Loss before income taxes $ (4,901,397 ) $ (2,152,191 ) Expected income tax recovery at the statutory rate of 21% (2019-21%) (1,029,293 ) (451,960 ) Foreign tax rate differences (144,045 ) (70,382 ) Prior year adjustments 62,575 357,100 Foreign exchange effect on deferred tax assets and other 1,702 (81,931 ) Permanent differences 163,693 49,467 Change in valuation allowance 909,826 57,829 Provision for income taxes $ (35,542 ) $ (139,877 ) The Company's income tax provision is allocated as follows: Current Tax (recovery) (26,505 ) (18,959 ) Deferred Tax (recovery) (9,037 ) (120,918 ) $ (35,542 ) $ (139,877 ) Deferred tax assets and liabilities The tax effects of temporary differences that give rise to significant components of the deferred income tax assets and deferred income tax liabilities are presented below: 2021 2020 Net operating loss carry forwards $ 2,836,838 $ 2,004,869 Financing costs 31,614 69,632 Depreciable and amortizable assets (67,349 ) (206,230 ) Land (184,369 ) (182,407 ) Convertible promissory notes 110,026 - Reserves - 35,591 Unrealized foreign exchange loss - 55,977 Total gross deferred income tax assets 2,726,760 1,777,432 Less: valuation allowance (2,800,685 ) (1,859,933 ) Total deferred income tax liabilities $ (73,925 ) $ (82,501 ) Movement in deferred income tax liabilities: 2021 2020 Balance at the beginning of the year $ (82,501 ) $ - Recognized in profit/loss 9,037 120,917 Recognized in OCI (461 ) (4,769 ) Recognized in goodwill - (198,649 ) Balance at the end of the year $ ( 73,925 ) $ (82,501 ) As at December 31, 2021 and 2020, the valuation allowance was due to the history of losses generated. The valuation allowance is reviewed periodically and if the assessment of the more likely than not criteria changes, the valuation allowance is adjusted accordingly. Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes tax asset benefits for net operating losses ("NOL") carried forward. The Company has US NOL available for carry forward of $3,400,418 (2020-$2,356,209) which can be carried forward indefinitely and Canadian NOL available for carry forward of $7,918,029 (C$10,038,069) (2020-$5,698,358; C$7,255,358) which expire in the years 2036 through 2041. |
Segmented Information
Segmented Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segmented Information [Text Block] | 21. Segmented Information ASC 280-10, "Disclosure about Segments of an Enterprise and Related Information", establishes standards for the way that public business enterprises report information about operating segments in the Company's consolidated financial statements. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company uses a management approach for determining segments. The management approach designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the Company's reportable segments. The Company's management reporting structure provides for only one segment: renewable energy and operates in one country, Canada. |
Economic Dependence
Economic Dependence | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Economic Dependence [Text Block] | 22. Economic Dependence The Company generated 69% of its revenue from three customers and 80% of its revenue from four customers, during the year ended December 31, 2021 (2020- from three customers). |
Legal Proceeding
Legal Proceeding | 12 Months Ended |
Dec. 31, 2021 | |
Legal Proceeding [Abstract] | |
Legal Proceedings [Text Block] | 23. Legal Proceedings From time to time, the Company may become involved in litigation relating to claims arising from the ordinary course of business. Management believes that there are currently no claims or actions pending against us, the ultimate disposition of which would have a material adverse effect on our results of operations, financial condition or cash flows. The Company has a claim against it for unpaid legal fees in the amount of $51,462 (C$65,241). The amount is included in accounts payable on the Company's consolidated balance sheets. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 24. Subsequent Events The Company's management has evaluated subsequent events up to the date the condensed consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following to be material subsequent events: (a) (b) (c) On January 13, 2022, the Company filed a form S-1 registration statement under the securities act of 1933. (d) On February 1, 2022, the Company signed an agreement for consulting services for a period of six months. As compensation for the services to be provided by the consultant, the Company issued 300,000 common shares on February 7, 2022, included below under paragraph (e). (e) And, on February 7, 2022, 10,000 common shares to an employee. (f) The maturity date of the Notes is the earlier of (i) June 3, 2022, and (ii) the occurrence of a Liquidity Event (as defined in the Notes) (the "Maturity Date"). The final payment of the Principal Amount (and default interest, if any) shall be paid by the Company to the Investors on the Maturity Date. On an event of default, the principal amount of the March 2020 Investor Notes will increase to 120% of their original principal amounts. The Investors are entitled to, following an event of default, (as defined in the March 2022 Investor Notes) to convert all or any amount of the Principal Amount and any interest accruing at the default rate of 24% into Common Stock, at a conversion price (the "Conversion Price") equal to the lesser of 70% (representing a 30% discount) multiplied by the price per share of the Common Stock at any national security exchange or over-the-counter marketplace for the five (5) trading days immediately prior to the March 2022 Investors’ notice of conversion. (g) On March 8, 2022, the Company made a deposit of $157,018 (C$200,000), after entering into a non-binding letter agreement to acquire a soil media, plant nutrients and amendments producer approved for organic use and specifically formulated for producing high-quality fruit and flowering crops, for an aggregate purchase price of $15,701,885 (C$20,000,000), consisting of cash and common shares of the Company. (h) (i) |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of consolidation [Policy Text Block] | a) Principles of consolidation The consolidated financial statements include the accounts of SusGlobal and its wholly-owned subsidiaries, SGECC, incorporated on December 14, 2015, SGECIL, incorporated on December 15, 2015, SGEBL, incorporated on July 27, 2017, SGEHL, incorporated on August 10, 2021 and 1684567, acquired effective May 24, 2019. All significant inter-company balances and transactions have been eliminated on consolidation. |
Business Combinations [Policy Text Block] | b) Business combinations The Company adopted ASU No. 2017-01, which clarifies the definition of a business, with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. A business combination is a transaction or other event in which control over one or more business is obtained. A business in 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 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 at the date of acquisition with the excess of the purchase consideration over such 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 statements of operations. Acquisition related costs are expensed in 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. If the assets acquired are not a business, the transaction is accounted for as an asset acquisition. The Company’s recent acquisition, as described under note 9, Long-lived Assets, was accounted for as an asset acquisition whereby the total acquisition price is allocated on assets acquired based on relative fair values and acquisition related costs are considered a part of the acquisition price. |
Use of estimates [Policy Text Block] | c) Use of estimates The preparation of the Company's 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 financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on management's best knowledge of current events and actions the Company may undertake in the future. 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 judgements about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Areas involving significant estimates and assumptions include: the allowance for doubtful accounts, inventory valuation, useful lives of long-lived and intangible assets, impairment of long-lived assets and intangible assets, valuation of asset acquisition, accruals, fair value of convertible promissory notes, deferred income tax assets and related valuation allowance, environmental remediation costs, stock-based compensation and going concern. Actual results could differ from these estimates. These estimates are reviewed periodically and as adjustments become necessary, they are reported in earnings in the period in which they become available. |
Cash [Policy Text Block] | d) Cash Cash consist of deposits held in financial institutions. |
Trade receivables [Policy Text Block] | e) Trade receivables Trade receivables, which are recorded when billed and when services are performed, are claims against third parties that will be settled in cash. The carrying value of trade receivables, net of an allowance for doubtful accounts, represents the estimated realizable value. An estimate of allowance for doubtful accounts is based on historical trends; type of customer, such as commercial or municipal; the age of outstanding trade receivables; and existing economic conditions. If events or changes in circumstances indicate that specific trade receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due trade receivable balances are written off when internal collection efforts have been unsuccessful. |
Fair value of financial instruments [Policy Text Block] | (f) Fair value of financial instruments The Company measures the fair value of financial assets and liabilities based on ASC 820 "Fair Value Measurements and Disclosures", which determines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: a. Level 1 - Quoted prices in active markets for identical assets or liabilities. b. 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. c. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of the Company's financial instruments, such as cash, trade receivables, accounts payable and accrued liabilities approximates fair value due to the short-term nature of these instruments. The carrying amount of the advance, long-term term debt, obligations under capital lease, mortgages payable and loans payable to related parties also approximates fair value due to their market interest rate. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, and also considers counterparty credit risk in its assessment of fair value. The Company had no financial assets or liabilities recorded at fair value on a recurring basis as at December 31, 2021, and December 31, 2020 except for the convertible promissory notes for which the Company elected the fair value option. The convertible promissory notes for which the fair value option has been elected are carried at fair value based on Level 3 inputs (see Note 14). |
Inventory [Policy Text Block] | g) Inventory Inventory, which consists of screened organic compost, is stated at the lower of cost and net realizable value. Cost is represented by production cost, which includes equipment rental, delivery, fuel and repairs and maintenance, direct wages and benefits, outside contractors, utilities and manufacturing overhead. Inventory quantities on hand are reviewed on a weekly basis and typically there is no need to record provisions for excess or obsolete inventory as the inventory has a long shelf life. The inventory is stored outdoors and accumulated in piles. |
Intangible assets [Policy Text Block] | h) Intangible assets Intangible assets included a technology license, which was stated at cost less accumulated amortization and was amortized on a straight-line basis over the useful life which was the contract term of five years plus the renewal option of five years and customer lists, which are stated at cost less accumulated amortization and are amortized on a straight-line basis over the useful lives of the customer contracts, which ranged between forty-five and sixty-six months. Intangible assets also include environmental compliance approvals and trademarks, which are stated at cost, have indefinite useful lives and are not amortized until their useful lives are determined to be no longer indefinite. The Company evaluates the intangible assets for impairment annually in the fourth quarter or when triggering events are identified and whether events and circumstances continue to support the indefinite useful life. For the year ended December 31, 2021, an impairment loss of $513,254 (C$643,175) (2020-$4,564; C$6,117) was recorded and included under other (loss) income in the consolidated statements of operations and comprehensive loss. Refer also to note 19, other (loss) income. |
Goodwill [Policy Text Block] | i) Goodwill Goodwill arising on an acquisition of a business represents the excess of the purchase price over the fair value of the net identifiable assets of the acquired business. Goodwill is carried at cost as established at the date of acquisition of the acquired business less accumulated impairment losses, if any. Management assesses goodwill impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that it might be impaired by comparing its carrying value to the fair value of the acquired business. For the year ended December 31, 2021, an impairment adjustment of $nil (C$ nil |
Long-lived assets [Policy Text Block] | j) Long-lived assets Long-lived assets are stated at cost. Equipment awaiting installation on site is not depreciated until it is commissioned. Depreciation is based on the estimated useful life of the asset and depreciated annually on a straight-line basis at the following annual rates: Category Rate Computer equipment 30% Computer software 50% Officer trailer and vacuum trailer 30% Signage 20% Machinery and equipment, including under capital lease 30% Automotive equipment 30% Composting buildings 6% Gore cover system 10% Driveway and paving 8% |
Impairment of long-lived assets [Policy Text Block] | k) Impairment of long-lived assets In accordance with ASC 360, "Property, Plant and Equipment", long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company evaluates at each balance sheet date whether events or circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the carrying amounts are recoverable. In the event that such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. At December 31, 2021, the Company tested the long-lived assets for impairment to determine whether the carrying value exceeded the fair value. The Company used quoted market values and independent appraisals of its long-lived assets and determined that no impairment loss was required to be recognized. |
Debt issuance costs [Policy Text Block] | l) Debt issuance costs Debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability. Debt issuance cost related to convertible promissory notes which are valued at fair value are expensed once incurred. |
Environmental remediation costs [Policy Text Block] | m) Environmental remediation costs The Company accrues for costs associated with environmental remediation and clean-up obligations when such costs are probable and reasonably estimable. Such accruals are adjusted as further information develops or circumstances change. |
Income taxes [Policy Text Block] | n) Income taxes The Company accounts for income taxes in accordance with Financial Accounting Standards Board ("FASB") ASC 740, "Income Taxes." Deferred tax assets and liabilities are recorded for differences between the accounting and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or receivable for the period increased or decreased by the change in deferred tax assets and liabilities during the period. |
Revenue recognition [Policy Text Block] | o) Revenue recognition The Company's revenues are from the tipping fees charged for waste delivery to the Company's organic composting facility and from the sale of organic compost. The Company recognizes revenue when it satisfies a performance obligation when transferring control over a product or service to a customer. The tipping fees charged for services are generally defined in service agreements and vary based on contract-specific terms such as frequency of service, type of waste, weight, volume and the general market factors influencing a region's rates. The Company also generates revenue from fees charged for garbage collection services and landfill management services, based on agreements with customers. Revenue is recognized as waste is accepted and collection is reasonably assured for the tipping fees charged and monthly for the other services and collection is assured. The waste collected is processed, cured and screened before being sold as organic compost. The cost of these processes is accrued at the time of revenue recognition. |
Loss per share [Policy Text Block] | p) Loss per share Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus potentially dilutive securities outstanding for each year. The computation of diluted loss per share has not been presented as its effect would be anti-dilutive. |
Convertible promissory notes [Policy Text Block] | q) Convertible promissory notes The Company has elected the fair value option to account for its convertible promissory notes issued during 2021. In accordance with ASC 825, the convertible promissory notes are marked-to-market at each reporting date with changes in fair value recorded as a component of other income (expense), in the consolidated statements of operations and comprehensive loss. The Company has elected to include interest expense in the changes in fair value. Transaction costs are incurred as expensed. The Company did not elect the fair value option for the convertible promissory notes issued in 2019. The notes are measured at amortized cost. |
Stock-based compensation [Policy Text Block} | r) Stock-based compensation The . |
Comprehensive Loss [Policy Text Block] | s) Comprehensive Loss The Company accounts for comprehensive loss in accordance with ASC 220, "Comprehensive Income," which establishes standards for reporting and presentation of comprehensive loss and its components. Comprehensive loss is presented in the consolidated statements of stockholders' deficiency and consists of net loss and foreign currency translation adjustments. |
Foreign currency translation [Policy Text Block] | t) Foreign currency translation The functional currency of the Company is the Canadian dollar (the "C$") and its presentation or reporting currency is the United States dollar ("$"). Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of the Company's Canadian subsidiaries from their functional currency into the Company's reporting currency of $, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in cumulative other comprehensive income (loss) in stockholders' deficiency. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule Of Depreciation Computed On Straight Line Method Over Estimated Useful Life [Table Text Block] | Category Rate Computer equipment 30% Computer software 50% Officer trailer and vacuum trailer 30% Signage 20% Machinery and equipment, including under capital lease 30% Automotive equipment 30% Composting buildings 6% Gore cover system 10% Driveway and paving 8% |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of finite-lived intangible assets [Table Text Block] | 2021 2020 Customer lists-limited life-C$nil (net of accumulated amortization of $13,027) (C$16,515) (2020-$10,809 (C$13,763) (net of accumulated amortization of $9,078 (C$11,559)) $ - $ 10,809 Trademarks-indefinite life-C$nil (2020-C$43,135) - 33,878 Environmental compliance approvals (the "ECAs") -indefinite life- C$nil (2020-C$182,700) - 143,493 $ - $ 188,180 |
Long-lived Assets, net (Tables)
Long-lived Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Long lived Assets net [Abstract] | |
Schedule of long-lived assets [Table Text Block] | 2021 2020 Cost Accumulated Net book value Net book value depreciation Land $ 3,380,356 $ - $ 3,380,356 $ 1,655,623 Property under construction 1,874,892 - 1,874,892 - Composting buildings 2,391,736 607,536 1,784,200 1,965,959 Gore cover system 1,110,648 450,099 660,549 771,622 Driveway and paving 365,609 125,526 240,083 268,171 Machinery and equipment 410,551 346,269 64,282 99,227 Equipment under capital lease 502,544 368,057 134,487 269,116 Office trailer 9,466 9,466 - 1,527 Vacuum trailer 5,916 4,437 1,479 3,240 Computer equipment 6,972 6,972 - 385 Signage 6,519 2,601 3,918 2,601 Automotive equipment 173,661 39,074 134,587 4,754 $ 10,238,870 $ 1,960,037 $ 8,278,833 $ 5,042,225 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments [Table Text Block] | 2021 2020 (a) PACE Credit Facility-Due September 2, 2022 $ 750,465 $ 765,137 (b) PACE Credit Facility-Due September 2, 2022 419,661 427,869 (c) PACE Corporate Term Loan-Due September 13, 2022 2,546,536 2,592,947 (d)i.) Mortgage Payable-Due September 1, 2022 4,010,966 2,541,567 (d)i i.) Mortgage Payable-Due August 17, 2023 1,577,600 - (e) Canada Emergency Business Account-Due December 31, 2023 78,880 78,540 (f) Corporate Term Loan-Due April 7, 2025 133,584 - 9,517,692 6,406,060 Current portion (7,765,421 ) (6,327,520 ) Long-Term portion $ 1,752,271 $ 78,540 |
Obligations under Capital Lea_2
Obligations under Capital Lease (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Obligations Under Capital Lease [Abstract] | |
Schedule of obligations under capital lease [Table Text Block] | 2021 2020 (a) (b) (c) Total Total Obligations under Capital Lease $ - $ 27,184 $ 193,949 $ 221,133 $ 375,140 Less: current portion - (27,184 ) (63,863 ) (91,047 ) (375,140 ) Long-term portion $ - $ - $ 130,086 $ 130,086 $ - |
Schedule of future minimum lease payments for capital leases [Table Text Block] | In the year ending December 31, 2022 $ 97,451 In the year ending December 31, 2023 64,862 In the year ending December 31, 2024 64,862 In the year ending December 31, 2025 5,484 232,659 Less: imputed interest (11,526 ) Total $ 221,133 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Notes Payable [Abstract] | |
Schedule of convertible promissory notes [Table Text Block] | 2021 2020 (a) Convertible promissory notes-March 7 and March 8, 2019 $ - $ 491,500 (b) Convertible promissory note-May 23, 2019 - 242,000 (c) Convertible promissory note-July 19, 2019 - 187,000 (d) Convertible promissory note-October 17, 2019 - 171,600 (e) Convertible promissory note-March 31, 2021 553,453 - (f) Convertible promissory note-April 1, 2021 455,072 - (g) Convertible promissory note-June 16, 2021 460,418 - (h) Convertible promissory note-August 26, 2021 143,109 - (i) Convertible promissory notes-October 28 and 29, 2021 1,852,495 - (j) Convertible promissory notes-December 2, 2021 333,969 - $ 3,798,516 $ 1,092,100 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities that measured at fair value on a recurring basis [Table Text Block] | Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: $ $ - Liabilities: Convertible promissory notes 3,798,516 3,798,516 $ 3,798,516 $ 3,798,516 |
Schedule of change in Level 3 financial instruments [Table Text Block] | Fair value at December 31, 2020 $ - Fair value at issuance 3,092,819 Repayments (68,399 ) Mark to market adjustment 774,096 Fair value at December 31, 2021 $ 3,798,516 |
Loans Payable to Related Part_2
Loans Payable to Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Loans Payable to Related Party [Abstract] | |
Schedule of related party transactions [Table Text Block] | 2021 2020 Director (CEO) $ - $ 33,772 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
The CEO and the CFO [Member] | |
Other Commitments [Line Items] | |
Schedule of commitments [Table Text Block] | For the year ending December 31, 2022 $ 473,280 |
Marketing Program [Member] | |
Other Commitments [Line Items] | |
Schedule of commitments [Table Text Block] | For the year ending December 31, 2022 $ 971,240 |
Astoria Organic Matters Ltd. [Member] | |
Other Commitments [Line Items] | |
Schedule of commitments [Table Text Block] | For the year ending December 31, 2022 $ 7,888 For the year ending December 31, 2023 7,888 For the year ending December 31, 2024 7,888 For the year ending December 31, 2025 7,888 $ 31,552 |
Investor Relations Consulting Agreement [Member] | |
Other Commitments [Line Items] | |
Schedule of commitments [Table Text Block] | For the year ending December 31, 2022 $ 208,000 |
Hamilton, Ontario, Canada Facility [Member] | |
Other Commitments [Line Items] | |
Schedule of commitments [Table Text Block] | For the year ending December 31, 2022 $ 7,140,969 |
Other (Loss) Income (Tables)
Other (Loss) Income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of other income [Table Text Block] | 2021 2020 (a) Gain on forgiveness of convertible promissory notes $ 420,216 $ 320,134 (b) Gain on disposal of long-lived assets 44,591 - (c) Impairment loss on ECAs (457,853 ) (d) Impairment loss on trademarks (48,374 ) - (e) Impairment loss on goodwill - (75,605 ) (f) Land option expired - (59,688 ) (g) Impairment loss on customer lists (7,027 ) (3,789 ) (h) Impairment loss on technology license - (775 ) (i) (1,018,825 ) - $ (1,067,272 ) $ 180,277 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective income tax rate reconciliation [Table Text Block] | 2021 2020 Loss before income taxes $ (4,901,397 ) $ (2,152,191 ) Expected income tax recovery at the statutory rate of 21% (2019-21%) (1,029,293 ) (451,960 ) Foreign tax rate differences (144,045 ) (70,382 ) Prior year adjustments 62,575 357,100 Foreign exchange effect on deferred tax assets and other 1,702 (81,931 ) Permanent differences 163,693 49,467 Change in valuation allowance 909,826 57,829 Provision for income taxes $ (35,542 ) $ (139,877 ) |
Schedule of components of income tax expense (benefit) [Table Text Block] | Current Tax (recovery) (26,505 ) (18,959 ) Deferred Tax (recovery) (9,037 ) (120,918 ) $ (35,542 ) $ (139,877 ) |
Schedule of deferred tax assets and liabilities [Table Text Block] | 2021 2020 Net operating loss carry forwards $ 2,836,838 $ 2,004,869 Financing costs 31,614 69,632 Depreciable and amortizable assets (67,349 ) (206,230 ) Land (184,369 ) (182,407 ) Convertible promissory notes 110,026 - Reserves - 35,591 Unrealized foreign exchange loss - 55,977 Total gross deferred income tax assets 2,726,760 1,777,432 Less: valuation allowance (2,800,685 ) (1,859,933 ) Total deferred income tax liabilities $ (73,925 ) $ (82,501 ) |
Schedule of movement in deferred income tax liabilities [Table Text Block] | Movement in deferred income tax liabilities: 2021 2020 Balance at the beginning of the year $ (82,501 ) $ - Recognized in profit/loss 9,037 120,917 Recognized in OCI (461 ) (4,769 ) Recognized in goodwill - (198,649 ) Balance at the end of the year $ ( 73,925 ) $ (82,501 ) |
Going Concern (Narrative) (Deta
Going Concern (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Going Concern [Line Items] | ||
Net loss | $ (4,865,855) | $ (2,012,314) |
Working capital deficit | 13,651,619 | 9,830,314 |
Accumulated deficit | $ (18,334,649) | $ (13,468,794) |
Significant Accounting Polici_4
Significant Accounting Policies (Narrative) (Details) | 12 Months Ended | |||
Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2020USD ($) | |
Accounting Policies [Abstract] | ||||
Impairment adjustment on Intangible assets | $ 643,175 | $ 513,254 | $ 6,117 | $ 4,564 |
Impairment adjustment on Goodwill | $ 0 | $ 101,334 | $ 75,605 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Depreciation Computed on Straight-Line Method Over Estimated Useful Life (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Long-lived Assets, Estimated Useful Lives | 30 |
Computer software [Member] | |
Property, Plant and Equipment [Line Items] | |
Long-lived Assets, Estimated Useful Lives | 50 |
Office trailer and vacuum trailer [Member] | |
Property, Plant and Equipment [Line Items] | |
Long-lived Assets, Estimated Useful Lives | 30 |
Signage [Member] | |
Property, Plant and Equipment [Line Items] | |
Long-lived Assets, Estimated Useful Lives | 20 |
Machinery and equipment, including under capital lease [Member] | |
Property, Plant and Equipment [Line Items] | |
Long-lived Assets, Estimated Useful Lives | 30 |
Automotive equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Long-lived Assets, Estimated Useful Lives | 30 |
Composting buildings [Member] | |
Property, Plant and Equipment [Line Items] | |
Long-lived Assets, Estimated Useful Lives | 6 |
Gore cover system [Member] | |
Property, Plant and Equipment [Line Items] | |
Long-lived Assets, Estimated Useful Lives | 10 |
Driveway and Paving [Member] | |
Property, Plant and Equipment [Line Items] | |
Long-lived Assets, Estimated Useful Lives | 8 |
Financial Instruments (Narrativ
Financial Instruments (Narrative) (Details) | 12 Months Ended | |||
Dec. 31, 2021CAD ($)Customer | Dec. 31, 2020CAD ($)Customer | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Product Information [Line Items] | ||||
Current portion of long term debt and convertible promissory notes | $ 9,796,689 | $ 8,056,430 | $ 7,727,628 | $ 6,327,520 |
Allowance for doubtful accounts | $ 0 | $ 0 | 0 | 0 |
Concentration Risk, Customer | As at December 31, 2021, the Company is exposed to concentration risk as it had three customers (2020-five customers) representing greater than 5% of total trade receivables and three customers (December 31, 2020-five customers) represented 74% (December 31, 2020 - 96%) of trade receivables. The Company had certain customers whose revenue individually represented 10% or more of the Company's total revenue. These customers accounted for 80% (37%,19%, 13% and 11%) (2020-72%; 43%, 15% and 14%) of total revenue. | |||
Net monetary liabilities denominated in USD | $ | $ 175,790 | $ 527,847 | ||
Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Number Of Customer | 3 | 5 | ||
Customer Concentration Risk [Member] | Trade receivables [Member] | ||||
Product Information [Line Items] | ||||
Number Of Customer | 3 | 5 | ||
Customer Concentration Risk [Member] | Trade receivables [Member] | Five Customers [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 74.00% | 96.00% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Benchmark Description | 10% or more of the Company's total revenue. | 10% or more of the Company's total revenue. | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer One [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 37.00% | 43.00% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Two [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 19.00% | 15.00% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Three [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 13.00% | 14.00% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Four [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 11.00% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Certain customers whose revenue 10% or more [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 80.00% | 72.00% |
Prepaid Expenses and Deposits (
Prepaid Expenses and Deposits (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Prepaid Expense and Other Assets [Abstract] | |
Deposits | $ 73,172 |
Professional services fees | $ 32,143 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) | 1 Months Ended | 12 Months Ended | ||||||||
Sep. 15, 2017CAD ($) | Sep. 15, 2017USD ($) | Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | May 24, 2019CAD ($) | May 24, 2019USD ($) | |
Intangible Assets [Line Items] | ||||||||||
Payments to Acquire Intangible Assets | $ 326,012 | $ 20,637 | ||||||||
Impairment loss | $ 643,175 | 513,253 | ||||||||
Fees to register various trademarks | 17,483 | 13,791 | $ 27,658 | 21,723 | ||||||
Impairment loss on trademarks | 60,618 | 48,373 | ||||||||
Impairment loss on goodwill | 0 | 101,334 | 75,605 | |||||||
Impairment loss on customer lists | 8,806 | 7,027 | 5,078 | 3,789 | ||||||
Customer Lists [Member] | ||||||||||
Intangible Assets [Line Items] | ||||||||||
Accumulated Amortization | 16,515 | 11,559 | $ 13,027 | $ 9,078 | ||||||
Intangible Assets | $ 30,400 | $ 22,608 | ||||||||
Amortization of intangible assets | 4,956 | 3,955 | 9,971 | 7,618 | ||||||
Impairment loss on customer lists | $ 5,079 | $ 3,789 | ||||||||
Environmental compliance approvals [Member] | ||||||||||
Intangible Assets [Line Items] | ||||||||||
Impairment loss | $ 182,700 | $ 145,795 | $ 391,051 | $ 312,058 | ||||||
Margin on cost | 11.00% | 11.00% | ||||||||
Intangible assets acquired | $ 391,051 | $ 309,792 | ||||||||
Entrepreneurial margin | 20.00% | 20.00% |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) | Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2020USD ($) |
Intangible Assets [Line Items] | ||||
Intangible Assets | $ 0 | $ 188,180 | ||
Customer Lists [Member] | ||||
Intangible Assets [Line Items] | ||||
Accumulated Amortization | $ 16,515 | 13,027 | $ 11,559 | 9,078 |
Intangible Assets | 0 | 0 | 13,763 | 10,809 |
Trademarks [Member] | ||||
Intangible Assets [Line Items] | ||||
Intangible Assets | 0 | 0 | 43,135 | 33,878 |
Environmental compliance approvals [Member] | ||||
Intangible Assets [Line Items] | ||||
Intangible Assets | $ 0 | $ 0 | $ 182,700 | $ 143,493 |
Long-lived Assets, net (Narrati
Long-lived Assets, net (Narrative) (Details) | 1 Months Ended | 12 Months Ended | |||||||
Aug. 17, 2021CAD ($)shares | Aug. 17, 2021USD ($)shares | Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Aug. 17, 2021USD ($) | Dec. 31, 2020USD ($) | |
Property, Plant and Equipment [Line Items] | |||||||||
Payments to acquire long-lived assets | $ | $ 1,875,440 | $ 358,964 | |||||||
Shares issued for professional services | $ | 448,719 | ||||||||
Depreciation disclosed in cost of sales | $ 635,426 | 507,070 | $ 676,636 | 504,838 | |||||
Office and administration | 3,698 | $ 2,951 | 6,852 | $ 5,112 | |||||
Deferred assets | $ 0 | $ 274,959 | $ 0 | $ 215,953 | |||||
Property under construction [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Acquisition costs | $ 221,680 | $ 175,615 | |||||||
Addition to long-lived assets | 4,532,633 | 3,590,773 | |||||||
Costs of acquisition settled through cash payments | 150,333 | 119,094 | |||||||
Costs of acquisition settled through shares, value | 71,347 | 56,521 | |||||||
Payments to acquire long-lived assets | $ 500,333 | $ 396,364 | |||||||
Shares issued for professional services (Shares) | shares | 300,000 | 300,000 | |||||||
Shares issued for professional services | $ 107,020 | $ 84,781 | |||||||
Costs of acquisition settled through shares (Shares) | shares | 200,000 | 200,000 | |||||||
Debt face amount | $ 2,000,000 | $ 1,584,400 | |||||||
Portion of fourth tranche used for portion fund to purchase property | 1,853,933 | $ 1,468,686 | |||||||
Construction costs incurred subsequent to the acquisition | 412,750 | 325,577 | |||||||
Land [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Addition to long-lived assets | 2,177,442 | 1,724,979 | |||||||
Land and Building [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Addition to long-lived assets | $ 1,964,141 | $ 1,556,002 |
Long-lived Assets, net - Schedu
Long-lived Assets, net - Schedule of long-lived assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 10,238,870 | |
Accumulated Depreciation | 1,960,037 | |
Net book value | 8,278,833 | $ 5,042,225 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 3,380,356 | |
Accumulated Depreciation | 0 | |
Net book value | 3,380,356 | 1,655,623 |
Property under construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,874,892 | |
Accumulated Depreciation | 0 | |
Net book value | 1,874,892 | 0 |
Composting buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 2,391,736 | |
Accumulated Depreciation | 607,536 | |
Net book value | 1,784,200 | 1,965,959 |
Gore cover system [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,110,648 | |
Accumulated Depreciation | 450,099 | |
Net book value | 660,549 | 771,622 |
Driveway and paving [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 365,609 | |
Accumulated Depreciation | 125,526 | |
Net book value | 240,083 | 268,171 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 410,551 | |
Accumulated Depreciation | 346,269 | |
Net book value | 64,282 | 99,227 |
Equipment under capital lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 502,544 | |
Accumulated Depreciation | 368,057 | |
Net book value | 134,487 | 269,116 |
Officer trailer [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 9,466 | |
Accumulated Depreciation | 9,466 | |
Net book value | 0 | 1,527 |
Vacuum trailer [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 5,916 | |
Accumulated Depreciation | 4,437 | |
Net book value | 1,479 | 3,240 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 6,972 | |
Accumulated Depreciation | 6,972 | |
Net book value | 0 | 385 |
Automotive equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 173,661 | |
Accumulated Depreciation | 39,074 | |
Net book value | 134,587 | 4,754 |
Signage [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 6,519 | |
Accumulated Depreciation | 2,601 | |
Net book value | $ 3,918 | $ 2,601 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) | Dec. 07, 2021CAD ($) | Dec. 07, 2021USD ($) | Jan. 04, 2021shares | Dec. 31, 2021CAD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020CAD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Related Party Transaction [Line Items] | |||||||||
Unpaid remuneration and expenses included in accounts payable | $ 18,706 | $ 504,405 | $ 14,755 | $ 396,160 | |||||
Rent expense | $ | $ 160,019 | $ 120,145 | |||||||
Stock issued during period, shares, conversion of units | 400,000 | ||||||||
Director compensation | $ | 53,136 | 37,619 | |||||||
Travellers International Inc. [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Management fees expense | 360,000 | 287,280 | 180,000 | 134,298 | |||||
Interest expense | 0 | 0 | 8,171 | 6,096 | |||||
Chief Financial Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Management fees expense | 96,000 | 76,608 | 96,000 | 71,626 | |||||
Interest expense | $ 355 | $ 283 | 0 | 0 | |||||
Stock issued during period shares issued to officers | 50,000 | 50,000 | |||||||
Director [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Unpaid remuneration and expenses included in accrued liabilities | $ 89,196 | 47,421 | 70,358 | 37,244 | |||||
Accrued director compensation | 66,587 | $ 53,136 | 50,421 | 37,619 | |||||
Director compensation | 0 | 0 | 3,836 | 2,862 | |||||
Accrued Director Compensation | 0 | 3,390 | $ 0 | $ 2,663 | |||||
Haute Inc [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Rent expense | 112,800 | 90,014 | $ 100,967 | $ 75,331 | |||||
Chief Executive Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Management fees expense | 395,500 | 310,428 | |||||||
Amount of harmonized sales taxes settlement | $ 282,500 | $ 225,435 | |||||||
Amount of management fees written off | $ 100,000 | $ 79,800 | |||||||
Stock issued during period shares issued to officers | 1,000,000 | 1,000,000 |
Advance (Narrative) (Details)
Advance (Narrative) (Details) - Loan Payable [Member] - Private Lender [Member] | Aug. 04, 2020CAD ($) | Aug. 04, 2020USD ($) | Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2020USD ($) | Aug. 04, 2020USD ($) |
Debt Instrument [Line Items] | |||||||
Advance amount | $ 110,700 | $ 86,944 | |||||
Periodic payment | $ 6,138 | $ 4,821 | |||||
Payment of interest charges | $ 0 | $ 0 | $ 40,507 | $ 30,222 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) | Aug. 13, 2021CAD ($) | Aug. 13, 2021USD ($) | Apr. 08, 2021CAD ($) | Apr. 08, 2021USD ($) | Sep. 13, 2017CAD ($) | Sep. 13, 2017USD ($) | Apr. 27, 2020CAD ($) | Apr. 27, 2020USD ($) | Sep. 30, 2021CAD ($) | Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Aug. 17, 2021CAD ($) | Aug. 17, 2021USD ($) | Apr. 08, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 13, 2017USD ($) | Jun. 15, 2017CAD ($) | Jun. 15, 2017USD ($) | Feb. 02, 2017CAD ($) | Feb. 02, 2017USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Advance of long-term debt | $ 1,516,200 | $ 545,568 | ||||||||||||||||||||||
PACE Credit Facility-Due September 2, 2022 (a) [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Line of Credit Facility, Interest Rate Description | The credit facility bears interest at the PACE base rate of 7.00% plus 1.25% per annum | The credit facility bears interest at the PACE base rate of 7.00% plus 1.25% per annum | ||||||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 8.25% | 8.25% | ||||||||||||||||||||||
Debt instrument, periodic payment | $ 8,764 | $ 6,913 | ||||||||||||||||||||||
PACE Credit Facility-Due September 2, 2022 (a) [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Amount of personal guarantee | $ 1,600,000 | $ 1,262,080 | ||||||||||||||||||||||
PACE Credit Facility-Due September 2, 2022 (a) [Member] | President [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Cash Collateral for Borrowed Securities | $ 1,262,080 | |||||||||||||||||||||||
Credit facility (b) [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Line of Credit Facility, Interest Rate Description | bears interest at the PACE base of 7.00% plus 1.25% per annum | |||||||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 8.25% | 8.25% | ||||||||||||||||||||||
Debt face amount | $ 600,000 | $ 473,280 | ||||||||||||||||||||||
Debt instrument, periodic payment | $ 4,901 | $ 3,866 | ||||||||||||||||||||||
Corporate Term Loan [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Line of Credit Facility, Interest Rate Description | bears interest at PACE base rate of 7.00% plus 1.25% per annum | bears interest at PACE base rate of 7.00% plus 1.25% per annum | ||||||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 8.25% | 8.25% | ||||||||||||||||||||||
Debt face amount | $ 3,724,147 | $ 2,937,607 | ||||||||||||||||||||||
Debt instrument, periodic payment | 29,711 | $ 23,436 | ||||||||||||||||||||||
Cash collateral for letter of credit | $ 4,000,978 | $ 3,155,971 | ||||||||||||||||||||||
Interest Expense, Debt | 399,391 | $ 318,714 | $ 405,788 | 302,758 | ||||||||||||||||||||
Accrued interest | $ 54,808 | 23,325 | $ 43,233 | $ 18,319 | ||||||||||||||||||||
Mortgage Payable [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 8.50% | 8.50% | ||||||||||||||||||||||
Debt face amount | $ 5,200,000 | 3,300,000 | 4,101,760 | $ 2,000,000 | $ 1,577,600 | $ 2,591,820 | ||||||||||||||||||
Financing fees on mortgage | $ 403,419 | $ 318,217 | ||||||||||||||||||||||
Unamortized finance fees | $ 115,104 | 63,984 | 50,253 | $ 90,794 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 2.00% | 2.00% | ||||||||||||||||||||
Interest Expense, Debt | 385,978 | $ 308,101 | $ 287,968 | $ 214,853 | ||||||||||||||||||||
Accrued interest | $ 42,740 | 46,110 | $ 36,215 | $ 33,713 | $ 0 | $ 0 | ||||||||||||||||||
Advance of long-term debt | $ 1,900,000 | $ 1,498,720 | ||||||||||||||||||||||
Portion of fourth tranche used for portion fund to purchase property | $ 1,853,933 | $ 1,462,382 | ||||||||||||||||||||||
Canada Emergency Business Account [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Proceeds from the Canadian Emergency Benefit Account | $ 100,000 | $ 78,490 | ||||||||||||||||||||||
Description of terms of government grants | If the loans are not repaid by December 31, 2022, the Company can make payments, interest only, on a monthly basis at an annual rate of 5%, under the extended term date, beginning January 1, 2023, maturing December 31, 2025. | If the loans are not repaid by December 31, 2022, the Company can make payments, interest only, on a monthly basis at an annual rate of 5%, under the extended term date, beginning January 1, 2023, maturing December 31, 2025. | ||||||||||||||||||||||
Description terms of partial forgiveness | The CEBA term loan agreements were amended by extending the interest free repayment date by one year to December 31, 2023. If paid by December 31, 2023, 33.33% ($26,293; C$33,333), previously 25%, of the loans would be forgiven. Repayment terms on the extended period are unchanged. | The CEBA term loan agreements were amended by extending the interest free repayment date by one year to December 31, 2023. If paid by December 31, 2023, 33.33% ($26,293; C$33,333), previously 25%, of the loans would be forgiven. Repayment terms on the extended period are unchanged. | ||||||||||||||||||||||
Potential balance forgiveness | $ 33,333 | $ 26,293 | ||||||||||||||||||||||
Corporate Term Loans [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument, periodic payment | $ 4,901 | $ 3,866 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.95% | 4.95% | ||||||||||||||||||||||
Interest Expense, Debt | $ 6,711 | $ 5,355 | ||||||||||||||||||||||
Purchase price | $ 218,338 | $ 172,225 | ||||||||||||||||||||||
Bank term loan | $ 200,000 | $ 157,760 |
Long-Term Debt - Schedule of lo
Long-Term Debt - Schedule of long-term debt instruments (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 9,517,692 | $ 6,406,060 |
Current portion | (7,765,421) | (6,327,520) |
Long-Term portion | 1,752,271 | 78,540 |
PACE Credit Facility-Due September 2, 2022 (a) [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 750,465 | 765,137 |
PACE Credit Facility-Due September 2, 2022 (b) [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 419,661 | 427,869 |
PACE Corporate Term Loan-Due September 13, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 2,546,536 | 2,592,947 |
Mortgage Payable-Due September 1, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 4,010,966 | 2,541,567 |
Mortgage Payable-Due August 17, 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,577,600 | 0 |
Canada Emergency Business Account-Due December 31, 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 78,880 | 78,540 |
Corporate Term Loan-Due April 7, 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 133,584 | $ 0 |
Obligations under Capital Lea_3
Obligations under Capital Lease (Narrative) (Details) | 12 Months Ended | |||
Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2020USD ($) | |
Obligations Under Capital Lease [Line Items] | ||||
Finance Lease, Interest Expense | $ 16,825 | $ 13,426 | $ 24,246 | $ 18,090 |
Capital Lease (a) [Member] | ||||
Obligations Under Capital Lease [Line Items] | ||||
Capital Lease Obligations Incurred | 286,650 | 226,110 | ||
Debt Instrument, Periodic Payment | $ 5,840 | $ 4,607 | ||
Lessee, Finance Lease, Option to Terminate | an option to purchase the equipment for a final payment of $22,448 (C$28,600), plus applicable harmonized sales taxes on October 31, 2021. | an option to purchase the equipment for a final payment of $22,448 (C$28,600), plus applicable harmonized sales taxes on October 31, 2021. | ||
Debt instrument, interest rate, stated percentage | 5.982% | 5.982% | ||
Capital Lease (b) [Member] | ||||
Obligations Under Capital Lease [Line Items] | ||||
Capital Lease Obligations Incurred | $ 247,450 | $ 195,189 | ||
Debt Instrument, Periodic Payment | $ 5,118 | $ 4,037 | ||
Lessee, Finance Lease, Option to Terminate | an option to purchase the equipment for a final payment of $19,468 (C$24,680) plus applicable harmonized sales taxes on February 27, 2022. | an option to purchase the equipment for a final payment of $19,468 (C$24,680) plus applicable harmonized sales taxes on February 27, 2022. | ||
Debt instrument, interest rate, stated percentage | 6.15% | 6.15% | ||
Capital Lease (b) [Member] | First two monthly instalments [Member] | ||||
Obligations Under Capital Lease [Line Items] | ||||
Debt Instrument, Periodic Payment | $ 10,000 | $ 7,888 | ||
Capital Lease (c) [Member] | ||||
Obligations Under Capital Lease [Line Items] | ||||
Capital Lease Obligations Incurred | 389,650 | 307,356 | ||
Debt Instrument, Periodic Payment | $ 6,852 | $ 5,405 | ||
Lessee, Finance Lease, Option to Terminate | an option to purchase the equipment for a final payment of a nominal amount of $79 (C$100) plus applicable harmonized sales taxes on February 27, 2025. | an option to purchase the equipment for a final payment of a nominal amount of $79 (C$100) plus applicable harmonized sales taxes on February 27, 2025. | ||
Debt instrument, interest rate, stated percentage | 3.59% | 3.59% | ||
Capital Lease (c) [Member] | Initial Deposit [Member] | ||||
Obligations Under Capital Lease [Line Items] | ||||
Debt Instrument, Periodic Payment | $ 19,450 | $ 15,342 |
Obligations under Capital Lea_4
Obligations under Capital Lease - Schedule of Obligations under Capital Lease (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Obligations Under Capital Lease [Line Items] | ||
Obligations under Capital Lease | $ 221,133 | $ 375,140 |
Less: current portion | (91,047) | (375,140) |
Obligations under Capital Lease-Long-term | 130,086 | $ 0 |
Capital Lease (a) [Member] | ||
Obligations Under Capital Lease [Line Items] | ||
Obligations under Capital Lease | 0 | |
Less: current portion | 0 | |
Obligations under Capital Lease-Long-term | 0 | |
Capital Lease (b) [Member] | ||
Obligations Under Capital Lease [Line Items] | ||
Obligations under Capital Lease | 27,184 | |
Less: current portion | (27,184) | |
Obligations under Capital Lease-Long-term | 0 | |
Capital Lease (c) [Member] | ||
Obligations Under Capital Lease [Line Items] | ||
Obligations under Capital Lease | 193,949 | |
Less: current portion | (63,863) | |
Obligations under Capital Lease-Long-term | $ 130,086 |
Obligations under Capital Lea_5
Obligations under Capital Lease - Schedule of Future Minimum Lease Payments for Capital Leases (Details) | Dec. 31, 2021USD ($) |
Obligations Under Capital Lease [Abstract] | |
In the year ending December 31, 2022 | $ 97,451 |
In the year ending December 31, 2023 | 64,862 |
In the year ending December 31, 2024 | 64,862 |
In the year ending December 31, 2025 | 5,484 |
Minimum Payments Due | 232,659 |
Less: imputed interest | (11,526) |
Total | $ 221,133 |
Convertible Promissory Notes (N
Convertible Promissory Notes (Narrative) (Details) | Jan. 04, 2022shares | Dec. 02, 2021USD ($)Dayshares | Nov. 03, 2021USD ($) | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 11, 2021USD ($)shares | Jan. 20, 2021USD ($) | Mar. 11, 2019USD ($) | Mar. 08, 2019USD ($)Security | Jan. 17, 2022USD ($)shares | Oct. 29, 2021USD ($)shares | Aug. 31, 2021Day | Aug. 26, 2021USD ($)shares | Aug. 19, 2021USD ($)shares | Jun. 16, 2021USD ($)Dayshares | Apr. 02, 2021USD ($)shares | Mar. 31, 2021USD ($)$ / sharesshares | Feb. 28, 2021USD ($) | Jan. 21, 2021USD ($)shares | Jan. 19, 2021USD ($) | Dec. 24, 2020USD ($) | Oct. 17, 2019USD ($)Dayshares | Jul. 19, 2019USD ($)Dayshares | May 23, 2019USD ($)Dayshares | Apr. 24, 2019USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Apr. 01, 2021$ / sharesshares | Mar. 07, 2019USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Unamortized financing costs | ||||||||||||||||||||||||||||
Convertible notes, increase in outstanding balance due to default, amount | 3,214,658 | |||||||||||||||||||||||||||
Common shares issued upon conversion | shares | 3,184,992 | |||||||||||||||||||||||||||
Recorded interest and default amounts | 369,971 | $ 562,562 | ||||||||||||||||||||||||||
Accrued interest and default amounts | 0 | 316,048 | ||||||||||||||||||||||||||
Convertible promissory note holders converted interest | 53,629 | 15,277 | ||||||||||||||||||||||||||
Convertible Notes Payable, Current | 3,798,516 | 1,092,100 | ||||||||||||||||||||||||||
Loss of convertible promissory notes | 244,729 | |||||||||||||||||||||||||||
Fair value of convertible promissory notes | 774,096 | |||||||||||||||||||||||||||
Debt issuance costs of convertible promissory notes | 159,250 | |||||||||||||||||||||||||||
Convertible promissory notes-March 7 and March 8, 2019 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Converted amount | $ 135,000 | $ 75,000 | ||||||||||||||||||||||||||
Common shares issued upon conversion | shares | 1,075,124 | 591,905 | ||||||||||||||||||||||||||
Transaction related expenses | $ 33,000 | |||||||||||||||||||||||||||
Debt Instrument, decrease, forgiveness | 196,000 | |||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 200,000 | $ 300,000 | $ 50,000 | $ 200,000 | $ 550,000 | |||||||||||||||||||||||
Convertible Notes Payable, Current | 0 | 491,500 | ||||||||||||||||||||||||||
Convertible promissory note-May 23, 2019 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Convertible Notes Payable, Current | 0 | 242,000 | ||||||||||||||||||||||||||
Convertible promissory note-July 19, 2019 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Convertible Notes Payable, Current | 0 | 187,000 | ||||||||||||||||||||||||||
Convertible promissory note-October 17, 2019 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Convertible Notes Payable, Current | 0 | 171,600 | ||||||||||||||||||||||||||
Convertible promissory notes-October 28 and 29, 2021 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Convertible Notes Payable, Current | 1,852,495 | 0 | ||||||||||||||||||||||||||
Convertible promissory notes-December 2, 2021 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Convertible Notes Payable, Current | 333,969 | 0 | ||||||||||||||||||||||||||
Convertible Promissory Notes Dated March 31 2021 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Convertible Notes Payable, Current | $ 553,453 | $ 0 | ||||||||||||||||||||||||||
Convertible Promissory Note Dated April 1, 2021 [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Common shares issued upon conversion | shares | 2,000,000 | |||||||||||||||||||||||||||
Securities purchase agreements [Member] | Convertible promissory notes-March 7 and March 8, 2019 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 12.00% | |||||||||||||||||||||||||||
Threshold limit of authorized and unissued common shares reserved | eight (8) times | |||||||||||||||||||||||||||
Repayment of obligations due | $ 165,000 | |||||||||||||||||||||||||||
Gain on forgiveness of debt | 119,983 | |||||||||||||||||||||||||||
Number of securities | Security | 2 | |||||||||||||||||||||||||||
Debt face amount | $ 1,100,000 | |||||||||||||||||||||||||||
Convertible notes, interest rate after default | 24.00% | |||||||||||||||||||||||||||
Debt forgiveness including accrued interest | $ 21,000 | $ 68,085 | ||||||||||||||||||||||||||
Securities purchase agreements [Member] | Convertible Promissory First Notes [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Gross proceeds from notes | $ 456,000 | |||||||||||||||||||||||||||
Transaction related expenses | $ 94,000 | |||||||||||||||||||||||||||
Securities purchase agreements [Member] | Convertible Promissory First Notes [Member] | Investor One [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt face amount | $ 275,000 | |||||||||||||||||||||||||||
Amount of original issue discount | 25,000 | |||||||||||||||||||||||||||
Face amount after original issue discount | $ 250,000 | |||||||||||||||||||||||||||
Securities purchase agreements [Member] | Convertible Promissory First Notes [Member] | Investor Two [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt face amount | $ 275,000 | |||||||||||||||||||||||||||
Amount of original issue discount | 25,000 | |||||||||||||||||||||||||||
Face amount after original issue discount | 250,000 | |||||||||||||||||||||||||||
Securities purchase agreements [Member] | Convertible Promissory Back End Notes [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Gross proceeds from notes | $ 250,000 | |||||||||||||||||||||||||||
Securities purchase agreements [Member] | Convertible Promissory Back End Notes [Member] | Investor One [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt face amount | $ 275,000 | |||||||||||||||||||||||||||
Proceeds received, net of financing costs | 228,000 | |||||||||||||||||||||||||||
Amount of original issue discount | $ 47,000 | |||||||||||||||||||||||||||
Securities purchase agreements [Member] | Convertible promissory note-May 23, 2019 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Aggregate principal amount | $ 250,000 | |||||||||||||||||||||||||||
Net proceeds from unsecured convertible promissory note | $ 204,250 | |||||||||||||||||||||||||||
Threshold percentage of stock price trigger | 65.00% | |||||||||||||||||||||||||||
Threshold trading days | Day | 20 | |||||||||||||||||||||||||||
Common shares issued upon conversion | shares | 846,154 | |||||||||||||||||||||||||||
Gain on forgiveness of debt | $ 95,346 | |||||||||||||||||||||||||||
Unissued common stock stock reserved for issuance upon full conversion of convertible promissory note | shares | 10,937,000 | |||||||||||||||||||||||||||
Transaction related expenses | $ 45,750 | |||||||||||||||||||||||||||
Debt forgiveness including accrued interest | $ 73,346 | |||||||||||||||||||||||||||
Securities purchase agreements [Member] | Convertible promissory note-July 19, 2019 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 12.00% | |||||||||||||||||||||||||||
Aggregate principal amount | $ 170,000 | |||||||||||||||||||||||||||
Net proceeds from unsecured convertible promissory note | $ 138,225 | |||||||||||||||||||||||||||
Threshold percentage of stock price trigger | 65.00% | |||||||||||||||||||||||||||
Threshold trading days | Day | 20 | |||||||||||||||||||||||||||
Common shares issued upon conversion | shares | 653,846 | |||||||||||||||||||||||||||
Gain on forgiveness of debt | $ 69,882 | |||||||||||||||||||||||||||
Unissued common stock stock reserved for issuance upon full conversion of convertible promissory note | shares | 5,604,000 | |||||||||||||||||||||||||||
Transaction related expenses | $ 31,775 | |||||||||||||||||||||||||||
Debt forgiveness including accrued interest | $ 52,882 | |||||||||||||||||||||||||||
Securities purchase agreements [Member] | Convertible Promissory Note Dated October 17 2019 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 12.00% | |||||||||||||||||||||||||||
Aggregate principal amount | $ 156,000 | |||||||||||||||||||||||||||
Net proceeds from unsecured convertible promissory note | $ 129,600 | |||||||||||||||||||||||||||
Threshold percentage of stock price trigger | 65.00% | |||||||||||||||||||||||||||
Threshold trading days | Day | 20 | |||||||||||||||||||||||||||
Common shares issued upon conversion | shares | 600,000 | |||||||||||||||||||||||||||
Gain on forgiveness of debt | $ 58,591 | |||||||||||||||||||||||||||
Unissued common stock stock reserved for issuance upon full conversion of convertible promissory note | shares | 22,153,000 | |||||||||||||||||||||||||||
Transaction related expenses | $ 26,400 | |||||||||||||||||||||||||||
Debt forgiveness including accrued interest | $ 42,991 | |||||||||||||||||||||||||||
Securities purchase agreements [Member] | Convertible promissory notes-October 28 and 29, 2021 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Threshold percentage of stock price trigger | 70.00% | |||||||||||||||||||||||||||
Debt face amount | $ 1,765,118 | |||||||||||||||||||||||||||
Unissued common stock stock reserved for issuance upon full conversion of convertible promissory note | shares | 1,585,000 | |||||||||||||||||||||||||||
Convertible notes, interest rate after default | 24.00% | |||||||||||||||||||||||||||
Original issue discount percentage | 15.00% | |||||||||||||||||||||||||||
Amount of convertible promissory note to common shares | ||||||||||||||||||||||||||||
Percentage of prepayment amount | 120.00% | |||||||||||||||||||||||||||
Securities purchase agreements [Member] | Convertible promissory notes-December 2, 2021 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 10.00% | |||||||||||||||||||||||||||
Threshold percentage of stock price trigger | 90.00% | |||||||||||||||||||||||||||
Threshold trading days | Day | 20 | |||||||||||||||||||||||||||
Common shares issued upon conversion | shares | 857,143 | |||||||||||||||||||||||||||
Debt face amount | $ 350,000 | |||||||||||||||||||||||||||
Amount of original issue discount | $ 35,000 | |||||||||||||||||||||||||||
Unissued common stock stock reserved for issuance upon full conversion of convertible promissory note | shares | 5,000,000 | |||||||||||||||||||||||||||
Convertible notes, interest rate after default | 15.00% | |||||||||||||||||||||||||||
Securities purchase agreements [Member] | Convertible Promissory Notes Dated March 31 2021 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 10.00% | 10.00% | ||||||||||||||||||||||||||
Aggregate principal amount | $ 275,000 | |||||||||||||||||||||||||||
Common shares issued upon conversion | shares | 200,000 | |||||||||||||||||||||||||||
Amount of original issue discount | $ 25,000 | $ 25,000 | ||||||||||||||||||||||||||
Convertible notes, interest rate after default | 18.00% | 18.00% | ||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 486,474 | |||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.20 | $ 0.20 | ||||||||||||||||||||||||||
Number of common shares reserved for future issuance | shares | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||||
Amount of convertible promissory note to common shares | $ 0 | |||||||||||||||||||||||||||
Securities purchase agreements [Member] | Convertible Promissory Note Dated April 1, 2021 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 10.00% | 10.00% | ||||||||||||||||||||||||||
Aggregate principal amount | $ 275,000 | |||||||||||||||||||||||||||
Common shares issued upon conversion | shares | 200,000 | |||||||||||||||||||||||||||
Amount of original issue discount | $ 25,000 | |||||||||||||||||||||||||||
Unissued common stock stock reserved for issuance upon full conversion of convertible promissory note | shares | 5,000,000 | |||||||||||||||||||||||||||
Convertible notes, interest rate after default | 18.00% | |||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.20 | |||||||||||||||||||||||||||
Amount of convertible promissory note to common shares | ||||||||||||||||||||||||||||
Securities purchase agreements [Member] | Convertible Promissory Note Dated April 1, 2021 [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Converted amount | $ 400,000 | |||||||||||||||||||||||||||
Common shares issued upon conversion | shares | 2,000,000 | |||||||||||||||||||||||||||
Securities purchase agreements [Member] | Convertible Promissory Note Dated June16 2021 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 10.00% | |||||||||||||||||||||||||||
Aggregate principal amount | $ 450,000 | |||||||||||||||||||||||||||
Threshold percentage of stock price trigger | 90.00% | |||||||||||||||||||||||||||
Threshold trading days | Day | 20 | |||||||||||||||||||||||||||
Common shares issued upon conversion | shares | 1,000,000 | |||||||||||||||||||||||||||
Amount of original issue discount | $ 35,000 | |||||||||||||||||||||||||||
Unissued common stock stock reserved for issuance upon full conversion of convertible promissory note | shares | 7,000,000 | |||||||||||||||||||||||||||
Convertible notes, interest rate after default | 15.00% | |||||||||||||||||||||||||||
Amount of convertible promissory note to common shares | ||||||||||||||||||||||||||||
Securities purchase agreements [Member] | Convertible Promissory Note Dated 26 August 2021 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 10.00% | |||||||||||||||||||||||||||
Aggregate principal amount | $ 142,200 | |||||||||||||||||||||||||||
Threshold percentage of stock price trigger | 75.00% | |||||||||||||||||||||||||||
Threshold trading days | Day | 5 | |||||||||||||||||||||||||||
Common shares issued upon conversion | shares | 80,000 | |||||||||||||||||||||||||||
Repayment of obligations due | $ 15,642 | |||||||||||||||||||||||||||
Authorized and unissued common shares reserved | shares | 2,972,951 | |||||||||||||||||||||||||||
Amount of original issue discount | $ 13,450 | |||||||||||||||||||||||||||
Convertible notes, interest rate after default | 22.00% | |||||||||||||||||||||||||||
One time interest charge | $ 14,220 | |||||||||||||||||||||||||||
Amount of convertible promissory note to common shares |
Convertible Promissory Notes -
Convertible Promissory Notes - Schedule of Convertible Promissory Notes (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Convertible promissory notes | $ 3,798,516 | $ 1,092,100 |
Convertible promissory notes-March 7 and March 8, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 0 | 491,500 |
Convertible promissory note-May 23, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 0 | 242,000 |
Convertible promissory note-July 19, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 0 | 187,000 |
Convertible promissory note-October 17, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 0 | 171,600 |
Convertible promissory note-March 31, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 553,453 | 0 |
Convertible promissory note-April 1, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 455,072 | 0 |
Convertible promissory note-June 16, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 460,418 | 0 |
Convertible promissory note-August 26, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 143,109 | 0 |
Convertible promissory notes-October 28 and 29, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 1,852,495 | 0 |
Convertible promissory notes-December 2, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | $ 333,969 | $ 0 |
Fair Value Measurement (Narrati
Fair Value Measurement (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Percentage of increased in required payout | 50.00% |
Probability of default [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible promissory notes, Measurement input | 20.00% |
Probability of default [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible promissory notes, Measurement input | 0.00% |
Probability of default [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible promissory notes, Measurement input | 40.00% |
Expected volatility [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible promissory notes, Measurement input | 95.00% |
Expected volatility [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible promissory notes, Measurement input | 160.00% |
Credit spread [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Premium percentage added to credit spread | 10.00% |
Credit spread [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible promissory notes, Measurement input | 15.25% |
Credit spread [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible promissory notes, Measurement input | 18.39% |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of fair value on a recurring basis (Details) - Fair Value, Recurring [Member] | Dec. 31, 2021USD ($) |
Liabilities: | |
Convertible promissory notes | $ 3,798,516 |
Financial assets and liabilities measured at fair value | 3,798,516 |
Level 3 [Member] | |
Liabilities: | |
Convertible promissory notes | 3,798,516 |
Financial assets and liabilities measured at fair value | $ 3,798,516 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Summarizes change in Level 3 financial instruments (Details) - Fair Value, Recurring [Member] | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value at December 31, 2020 | $ 0 |
Fair value at issuance | 3,092,819 |
Repayments | (68,399) |
Mark to market adjustment | 774,096 |
Fair value at December 31, 2021 | $ 3,798,516 |
Loans Payable to Related Part_3
Loans Payable to Related Parties (Narrative) (Details) | 12 Months Ended | |||
Dec. 31, 2021CAD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020CAD ($)shares | Dec. 31, 2020USD ($)shares | |
Loans Payable To Related Party [Line Items] | ||||
Loans payable to related parties | $ | $ 0 | $ 33,772 | ||
Common shares issued upon conversion of loans payable to related party | shares | 3,184,992 | 3,184,992 | ||
Director [Member] | ||||
Loans Payable To Related Party [Line Items] | ||||
Loans payable to related parties | $ | 0 | $ 33,772 | ||
Travellers International Inc. [Member] | ||||
Loans Payable To Related Party [Line Items] | ||||
Converted amount | $ 461,620 | 371,001 | ||
Interest expense, related party | 0 | 0 | 8,171 | 6,096 |
Accounts payable, related party, converted amount | $ 101,700 | $ 80,323 | ||
Common shares issued upon conversion of loans payable to related party | shares | 1,726,076 | 1,726,076 | ||
CFO [Member] | ||||
Loans Payable To Related Party [Line Items] | ||||
Interest incurred on loans | $ 331 | $ 264 | ||
Interest expense, related party | 355 | 283 | 0 | 0 |
CEO [Member] | ||||
Loans Payable To Related Party [Line Items] | ||||
Interest incurred on loans | $ 8,171 | $ 64,096 |
Loans Payable to Related Part_4
Loans Payable to Related Parties - Schedule of Related Party Transactions (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Loans payable to related parties | $ 0 | $ 33,772 |
Director [Member] | ||
Loans payable to related parties | $ 0 | $ 33,772 |
Capital Stock (Narrative) (Deta
Capital Stock (Narrative) (Details) | Apr. 12, 2022USD ($)$ / sharesshares | Feb. 07, 2022shares | Dec. 02, 2021shares | Oct. 29, 2021USD ($)shares | Apr. 01, 2021shares | Jan. 04, 2021USD ($)shares | Aug. 26, 2021shares | Jun. 16, 2021shares | Mar. 31, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 21, 2020USD ($) | Apr. 30, 2020USD ($) | Dec. 04, 2021shares | Dec. 31, 2021CAD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019shares |
Capital Stock [Line Items] | |||||||||||||||||
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | 150,000,000 | ||||||||||||||
Common Stock, Par Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common Stock, Shares, Issued | 82,860,619 | 92,983,547 | 82,860,619 | ||||||||||||||
Common Stock, Shares, Outstanding | 82,860,619 | 92,983,547 | 82,860,619 | ||||||||||||||
Stock issued during period, value, conversion of unsecured convertible promissory notes | $ | $ 756,000 | ||||||||||||||||
Number of common shares issued on conversion of loans payable and accounts payable to related party | 1,726,076 | 1,726,076 | |||||||||||||||
Value of common shares issued on conversion of loans payable and accounts payable to related party | $ 563,320 | $ 451,324 | |||||||||||||||
Shares Granted, Value, Share-based Payment Arrangement, Forfeited | $ | $ 7,036 | ||||||||||||||||
Shares issued for professional services | $ | 448,719 | ||||||||||||||||
Common shares issued upon conversion of loans payable to related party | 3,184,992 | ||||||||||||||||
Proceeds from issuance of private placement | $ | 292,866 | ||||||||||||||||
Share issue costs | $ | $ 10,620 | ||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.213 | ||||||||||||||||
Number of shares issued in private placement | 1,195,348 | 1,195,348 | |||||||||||||||
Stock issued during period, conversion of units, value | $ | $ 7,830 | ||||||||||||||||
Stock issued during period, shares, conversion of units | 400,000 | ||||||||||||||||
Legal Fees | $ | $ 750 | ||||||||||||||||
Value of common shares issued in consulting agreement | $ | $ 217,035 | ||||||||||||||||
Management compensation-stock- based compensation | $ | $ 217,035 | $ 0 | |||||||||||||||
Number of common shares issued on previously received proceeds on conversion of debt | 400,000 | ||||||||||||||||
Number Of Common Shares To Be Issued | 280,000 | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 4,225,000 | 4,225,000 | |||||||||||||||
Proceeds from conversion of debt | $ | $ 8,580 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||
Shares issued for professional services (Shares) | 10,000 | ||||||||||||||||
Proceeds from issuance of private placement | $ | $ 16,373 | ||||||||||||||||
Share issue costs | $ | $ 1,627 | ||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.45 | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 40,000 | ||||||||||||||||
Common Shares [Member] | |||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, conversion of unsecured convertible promissory notes | 3,767,029 | 3,767,029 | 27,118,109 | ||||||||||||||
Accrued interest and related cost converted | $ | $ 53,901 | $ 20,910 | |||||||||||||||
Stock issued during period, value, conversion of unsecured convertible promissory notes including accrued interest and costs | $ | $ 809,901 | $ 181,058 | |||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 2,011,500 | 2,011,500 | 529,970 | ||||||||||||||
Shares issued for professional services (Shares) | 1,658,832 | 1,658,832 | |||||||||||||||
Shares issued for professional services | $ | $ 166 | ||||||||||||||||
Shares issued for proceeds previously received (Shares) | 400,000 | 400,000 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,195,348 | 1,195,348 | |||||||||||||||
Minimum [Member] | |||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.25 | ||||||||||||||||
Conversion price | $ / shares | $ 0.0036 | 0.156 | $ 0.0036 | ||||||||||||||
Maximum [Member] | |||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||
Shares Issued, Price Per Share | $ / shares | 0.26 | ||||||||||||||||
Conversion price | $ / shares | $ 0.0176 | $ 0.26 | $ 0.0176 | ||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||
Number of common shares issued in consulting agreement | 1,000,000 | ||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||
Number of common shares issued in consulting agreement | 50,000 | ||||||||||||||||
Former chief executive officer [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, conversion of units | 1,000,000 | ||||||||||||||||
Director [Member] | |||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||
Shares issued for professional services (Shares) | 80,000 | ||||||||||||||||
Employees [Member] | |||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||
Number of shares issued to employees | 15,000 | ||||||||||||||||
Value of shares issued to employees | $ | $ 2,550 | ||||||||||||||||
Travellers International Inc. [Member] | |||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||
Common shares issued upon conversion of loans payable to related party | 1,726,076 | 1,726,076 | |||||||||||||||
Independent directors [Member] | |||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||
Shares issued for professional services (Shares) | 287,984 | ||||||||||||||||
Shares issued for professional services | $ | $ 60,670 | ||||||||||||||||
Investor Note [Member] | |||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, conversion of unsecured convertible promissory notes | 857,143 | 72,500 | 200,000 | 80,000 | 1,000,000 | 200,000 | |||||||||||
Share issue costs | $ | $ 16,240 |
Commitments (Narrative) (Detail
Commitments (Narrative) (Details) | Nov. 10, 2021USD ($) | Nov. 05, 2021CAD ($) | Nov. 05, 2021USD ($) | Feb. 03, 2021USD ($)shares | Dec. 31, 2021CAD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020CAD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) |
Other Commitments [Line Items] | |||||||||
Deferred assets | $ 1,777,432 | $ 2,726,760 | |||||||
New investor relations consulting agreement [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Other commitment | 208,000 | ||||||||
Agreement of certain advisory and consulting services [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Shares issued for professional services (Shares) | shares | 180,000 | ||||||||
Amount of payment after meeting certain milestones | $ 300,000 | ||||||||
Chief Executive Officer [Member] | Consulting agreements [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Commitments, monthly amount | $ 30,000 | $ 23,664 | |||||||
Commitments, monthly amount next 12 months | $ 40,000 | $ 31,552 | |||||||
Consultant [Member] | New investor relations consulting agreement [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Shares issued for professional services (Shares) | shares | 50,000 | 50,000 | |||||||
Hamilton, Ontario, Canada Facility [Member] | Consulting agreements [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Architectural and general contracting fees | $ 9,125,809 | $ 7,198,438 | |||||||
Chief Financial Officer [Member] | Consulting agreements [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Commitments, monthly amount | $ 8,000 | $ 6,310 | |||||||
Commitments, monthly amount next 12 months | 10,000 | 7,888 | |||||||
Haute Inc [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Commitments, monthly amount | 8,000 | 6,310 | |||||||
Land Lease [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Commitments, monthly amount | 3,000 | 2,366 | |||||||
Commitments, annual amount | 10,000 | 7,888 | |||||||
Letter of Credit [Member] | Ministry of the Environment, Conservation and Parks [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Other commitment | 276,831 | 218,364 | |||||||
Total audit fees | 424,059 | $ 334,498 | $ 725,844 | $ 570,078 | |||||
Letter of Credit [Member] | Ministry of the Environment, Conservation and Parks [Member] | New financial assurance [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Other commitment | $ 637,637 | $ 502,968 | |||||||
Marketing Program [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Initial payment for direct marketing | $ 65,200 |
Commitments - Schedule of commi
Commitments - Schedule of commitments (Details) | Dec. 31, 2021USD ($) |
Chief Executive Officer And Chief Financial Officer [Member] | |
Other Commitments [Line Items] | |
For the year ending December 31, 2022 | $ 473,280 |
Land Lease [Member] | |
Other Commitments [Line Items] | |
For the year ending December 31, 2022 | 7,888 |
For the year ending December 31, 2023 | 7,888 |
For the year ending December 31, 2024 | 7,888 |
For the year ending December 31, 2025 | 7,888 |
Contractual Obligation | 31,552 |
Marketing Program [Member] | |
Other Commitments [Line Items] | |
For the year ending December 31, 2022 | 971,240 |
New Investor Relations Consulting Agreement [Member] | |
Other Commitments [Line Items] | |
For the year ending December 31, 2022 | 208,000 |
Hamilton, Ontario, Canada Facility [Member] | Consulting Agreements [Member] | |
Other Commitments [Line Items] | |
For the year ending December 31, 2022 | $ 7,140,969 |
Other (Loss) Income (Narrative)
Other (Loss) Income (Narrative) (Details) | 1 Months Ended | 12 Months Ended | |||
Jan. 20, 2021USD ($)shares | Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020CAD ($)shares | Dec. 31, 2020USD ($)shares | |
Other Income Expense [Line Items] | |||||
Proceeds from long lived assets | $ 61,062 | $ 48,727 | |||
Gain on disposal of long-lived assets | 55,879 | 44,591 | $ 0 | ||
Impairment loss on ECAs | (573,751) | (457,853) | |||
Impairment loss on trademarks | (60,619) | (48,374) | 0 | ||
Repayments of convertible promissory note | 292,660 | 263,000 | |||
Gain on forgiveness of convertible promissory notes | 420,216 | 320,134 | |||
Impairment loss on goodwill | 0 | $ (101,334) | (75,605) | ||
Impairment loss on customer lists | $ (8,806) | (7,027) | $ (5,078) | (3,789) | |
Impairment loss on technology license | 0 | $ (775) | |||
Common shares issued upon conversion | shares | 3,184,992 | 3,184,992 | |||
March 2019 Investor [Member] | |||||
Other Income Expense [Line Items] | |||||
Gain on forgiveness of convertible promissory notes | $ 196,397 | ||||
Common shares issued upon conversion | shares | 2,100,000 | ||||
May July October 2019 Investor [Member] | |||||
Other Income Expense [Line Items] | |||||
Gain on forgiveness of convertible promissory notes | $ 223,819 |
Other (Loss) Income - Schedule
Other (Loss) Income - Schedule of Other Income (Details) | 12 Months Ended | |||
Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2020USD ($) | |
Other Income and Expenses [Abstract] | ||||
Gain on forgiveness of convertible promissory notes | $ 420,216 | $ 320,134 | ||
Gain on disposal of long-lived assets | $ 55,879 | 44,591 | 0 | |
Impairment loss on ECAs | (573,751) | (457,853) | ||
Impairment loss on trademarks | (60,619) | (48,374) | 0 | |
Impairment loss on goodwill | 0 | $ (101,334) | (75,605) | |
Land option expired | 0 | (59,688) | ||
Impairment loss on customer lists | $ (8,806) | (7,027) | $ (5,078) | (3,789) |
Impairment loss on technology license | 0 | (775) | ||
Loss on revaluation of convertible promissory notes | 1,018,825 | 0 | ||
Total other income | $ (1,067,272) | $ 180,277 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - General Business Tax Credit Carryforward [Member] | Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2020USD ($) |
US NOL | ||||
Operating Loss Carryforwards | $ 3,400,418 | $ 2,356,209 | ||
Canadian NOL | ||||
Operating Loss Carryforwards | $ 10,038,069 | $ 7,918,029 | $ 7,255,358 | $ 5,698,358 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Loss before income taxes | $ (4,901,397) | $ (2,152,191) | |
Expected income tax recovery at the statutory rate | (1,029,293) | (451,960) | |
Foreign tax rate differences | (144,045) | (70,382) | |
Prior year adjustments | 62,575 | 357,100 | |
Foreign exchange effect on deferred tax assets and other | 1,702 | (81,931) | |
Permanent differences | 163,693 | 49,467 | |
Change in valuation allowance | 909,826 | 57,829 | |
Provision for income taxes | $ (35,542) | $ (139,877) | |
Expected income tax recovery at the statutory rate | 21.00% | 21.00% |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income tax provision allocation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Current (recovery) expense | $ (26,505) | $ (18,959) |
Deferred Tax (recovery) expense | (9,037) | (120,918) |
Provision for income taxes | $ (35,542) | $ (139,877) |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | |||
Net operating loss carry forwards | $ 2,836,838 | $ 2,004,869 | |
Financing costs | 31,614 | 69,632 | |
Depreciable and amortizable assets | (67,349) | (206,230) | |
Land | (184,369) | (182,407) | |
Convertible promissory notes | 110,026 | 0 | |
Reserves | 0 | 35,591 | |
Unrealized foreign exchange loss | 0 | 55,977 | |
Total gross deferred income tax assets | 2,726,760 | 1,777,432 | |
Less: valuation allowance | (2,800,685) | (1,859,933) | |
Total deferred income tax liabilities | $ (73,925) | $ (82,501) | $ 0 |
Income Taxes - Schedule of Move
Income Taxes - Schedule of Movement in deferred income tax liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Balance at the beginning of the year | $ (82,501) | $ 0 |
Recognized in profit/loss | 9,037 | 120,917 |
Recognized in OCI | (461) | (4,769) |
Recognized in goodwill | 0 | (198,649) |
Balance at the end of the year | $ (73,925) | $ (82,501) |
Economic Dependence (Narrative)
Economic Dependence (Narrative) (Details) - Revenue [Member] - Customer Concentration Risk [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Three Customers [Member] | |
Concentration Risk, Percentage | 69.00% |
Four Customers [Member] | |
Concentration Risk, Percentage | 80.00% |
Legal Proceeding (Narrative) (D
Legal Proceeding (Narrative) (Details) - Dec. 31, 2021 | CAD ($) | USD ($) |
Legal Proceeding [Abstract] | ||
Unpaid legal fees | $ 65,241 | $ 51,462 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) | Apr. 12, 2022USD ($)$ / sharesshares | Mar. 08, 2022CAD ($) | Mar. 08, 2022USD ($) | Feb. 07, 2022shares | Jan. 04, 2022shares | Jan. 03, 2022shares | Feb. 03, 2021shares | Mar. 22, 2022shares | Mar. 21, 2022USD ($)shares | Jan. 31, 2022shares | Jan. 17, 2022shares | Apr. 02, 2021USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020shares | Mar. 11, 2022USD ($) | Mar. 08, 2022USD ($) | Mar. 03, 2022USD ($) |
Subsequent Event [Line Items] | |||||||||||||||||
Stock issued during period shares | 4,225,000 | ||||||||||||||||
Common shares issued upon conversion | 3,184,992 | ||||||||||||||||
Proceeds from issuance of private placement | $ | $ 292,866 | ||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.213 | ||||||||||||||||
Share issue costs | $ | $ 10,620 | ||||||||||||||||
Agreement of certain advisory and consulting services [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Stock issued during period, issued for services (in shares) | 180,000 | ||||||||||||||||
April 2021 Investor Note [Member] | Securities purchase agreements [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Common shares issued upon conversion | 200,000 | ||||||||||||||||
Amount of original issue discount | $ | $ 25,000 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Stock issued during period shares | 40,000 | ||||||||||||||||
Stock issued during period, issued for services (in shares) | 10,000 | ||||||||||||||||
Proceeds from issuance of private placement | $ | $ 16,373 | ||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.45 | ||||||||||||||||
Share issue costs | $ | $ 1,627 | ||||||||||||||||
Subsequent Event [Member] | Consulting agreements [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Term of agreement | 1 month | ||||||||||||||||
Stock issued during period, issued for services (in shares) | 500,000 | ||||||||||||||||
Consulting fees | $ | $ 100,000 | ||||||||||||||||
Subsequent Event [Member] | Consulting agreements [Member] | Chief Executive Officer [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Stock issued during period shares | 1,000,000 | ||||||||||||||||
Subsequent Event [Member] | Consulting agreements [Member] | Chief financial officer [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Stock issued during period shares | 50,000 | ||||||||||||||||
Subsequent Event [Member] | Non Binding Agreement [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Payments for Deposits | $ 200,000 | $ 157,018 | |||||||||||||||
Soil Media, Plant Nutrients And Amendments Producer Aggregate Purchase Price | $ 20,000,000 | $ 15,701,885 | |||||||||||||||
Subsequent Event [Member] | Agreement of certain advisory and consulting services [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Stock issued during period, issued for services (in shares) | 300,000 | 645,000 | 1,125,000 | 180,000 | |||||||||||||
Subsequent Event [Member] | April 2021 Investor Note [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Common shares issued upon conversion | 2,000,000 | ||||||||||||||||
Subsequent Event [Member] | April 2021 Investor Note [Member] | Securities purchase agreements [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Common shares issued upon conversion | 2,000,000 | ||||||||||||||||
Subsequent Event [Member] | March 2022 Investors Note [Member] | Securities purchase agreements [Member] | March 2022 Investors [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Original issue discount percentage | 25.00% | ||||||||||||||||
Debt face amount | $ | $ 2,000,000 | ||||||||||||||||
Amount of original issue discount | $ | $ 500,000 |