Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Apr. 30, 2020 | Jul. 28, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | BODY & MIND INC. | |
Entity Central Index Key | 0001715611 | |
Document Type | 10-Q | |
Document Period End Date | Apr. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --07-31 | |
Is Entity's Reporting Status Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 107,513,812 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Current | ||
Cash | $ 1,283,342 | $ 9,004,716 |
Amounts receivable | 891,273 | 939,909 |
Interest receivable (Note 6) | 72,000 | 27,000 |
Prepaids | 687,478 | 227,843 |
Inventory (Note 5) | 1,573,111 | 1,390,419 |
Convertible loan receivable (Note 6) | 1,066,386 | |
Total Current Assets | 5,573,590 | 11,589,887 |
Convertible Loan Receivable (Note 6) | 52,225 | |
Investment in NMG Ohio LLC (Note 17) | 3,244,083 | 3,465,902 |
Investment in and advances to GLDH (Note 18) | 9,282,847 | 7,373,036 |
Other investments (Note 19) | 255,980 | |
Property and equipment (Note 7) | 6,752,029 | 2,694,500 |
Brand and Licenses | 11,835,508 | 8,172,000 |
Goodwill | 2,635,721 | 2,635,721 |
TOTAL ASSETS | 39,323,778 | 36,239,251 |
Current | ||
Accounts payable | 732,233 | 979,384 |
Accrued liabilities | 93,847 | 95,234 |
Income taxes | 306,966 | 239,358 |
Due to related parties (Note 8) | 27,979 | 12,952 |
Lease liabilities (Note 20) | 373,095 | |
Total Current Liabilities | 1,534,120 | 1,326,928 |
Lease Liabilities (Note 20) | 1,756,564 | |
Deferred Tax Liability | 1,689,246 | 1,716,120 |
TOTAL LIABILITIES | 4,979,930 | 3,043,048 |
STOCKHOLDERS' EQUITY | ||
Capital Stock - Statement 3 (Note 11) Authorized: 900,000,000 Common Shares - Par Value $0.0001 Issued and Outstanding: 104,534,221 (31July2019-97,279,891) Common Shares | 10,453 | 9,728 |
Additional Paid-in Capital | 46,890,630 | 41,765,408 |
Shares to be Issued (Notes 10, 11 and 14) | 1,232,548 | 1,118,815 |
Other Comprehensive Income | 159,511 | 827,314 |
Deficit | (13,813,789) | (10,525,062) |
TOTAL STOCKHOLDERS' EQUITY ATTRIBUTABLE TO BAM | 34,479,353 | 33,196,203 |
NON-CONTROLLING INTEREST | (135,505) | |
TOTAL EQUITY | 34,343,848 | 33,196,203 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 39,323,778 | $ 36,239,251 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares | Apr. 30, 2020 | Jul. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 104,534,221 | 97,279,891 |
Common stock, shares issued | 104,534,221 | 97,279,891 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Income Statement [Abstract] | ||||
Sales | $ 1,052,306 | $ 1,238,494 | $ 4,066,216 | $ 3,760,217 |
Sales tax | (192,795) | (215,846) | (747,713) | (463,192) |
Cost of sales | (936,382) | (471,873) | (2,546,046) | (1,785,442) |
Total sales | (76,871) | 550,775 | 772,457 | 1,511,583 |
General and Administrative Expenses | ||||
Accounting and legal (Note 8) | 126,772 | 28,430 | 527,456 | 325,710 |
Bad debt expense | 7,116 | 54,047 | ||
Consulting fees | 101,554 | 79,356 | 457,734 | 189,643 |
Depreciation | 15,431 | 3,138 | 25,637 | 9,626 |
Insurance | 32,722 | 15,254 | 84,052 | 54,030 |
Lease expense | 54,477 | 166,107 | ||
Licenses, utilities and office administration | 209,126 | 59,127 | 753,426 | 469,746 |
Management fees (Note 8) | 125,709 | 130,080 | 310,970 | 297,354 |
Regulatory, filing and transfer agent fees | 11,402 | 17,974 | 50,736 | 67,023 |
Rent | 219,760 | 49,267 | 240,217 | 85,629 |
Salaries and wages | 450,892 | 224,437 | 1,388,750 | 607,577 |
Stock-based compensation (Note 11) | 263,349 | 10,836 | 922,364 | 881,644 |
Travel | 18,618 | 8,549 | 110,955 | 22,275 |
General and Administrative Expense, Total | (1,636,928) | (626,448) | (5,092,451) | (3,010,257) |
Net Operating Loss Before Other Income (Expenses) | (1,713,799) | (75,673) | (4,319,994) | (1,498,674) |
Other Income (Expenses) | ||||
Foreign exchange, net | 23,199 | 52,791 | (57,807) | (43,158) |
Interest expense | (300,008) | (131,850) | (502,025) | |
Interest income | 288,852 | 442,380 | 845,540 | 442,380 |
Loss on settlement (Note 19) | 0 | (239,328) | ||
Management fee income | 18,000 | 9,000 | 72,000 | 9,000 |
Other income | 14,796 | 139,796 | ||
Write-off of assets | 0 | (1,008) | ||
Equity in earnings (losses) (Note 17) | 117,603 | 19,363 | 309,153 | (12,196) |
Net (Loss) Income for the Period Before Income Tax | (1,251,349) | 147,853 | (3,383,498) | (1,604,673) |
Income tax expense | (40,734) | (191,724) | (40,734) | (414,672) |
Net Loss for the Period | (1,292,083) | (43,871) | (3,424,232) | (2,019,345) |
Other Comprehensive (Loss) Income | ||||
Foreign currency translation adjustment | (683,556) | 106,735 | (667,803) | 80,421 |
Comprehensive (Loss) Income for the Period | (1,975,639) | 62,864 | (4,092,035) | (1,938,924) |
Net loss attributable to: | ||||
Body and Mind Inc. | (1,156,578) | (43,871) | (3,288,727) | (2,019,345) |
Non-controlling interest | (135,505) | (135,505) | ||
Comprehensive (loss) income attributable to: | ||||
Body and Mind Inc. | (1,840,134) | $ 62,864 | (3,956,530) | $ (1,938,924) |
Non-controlling interest | $ (135,505) | $ (135,505) | ||
Loss per Share - Basic and Diluted (in dollars per share) | $ (0.01) | $ 0 | $ (0.03) | $ (0.03) |
Weighted Average Number of Shares Outstanding (shares) | 102,031,951 | 72,628,084 | 101,671,756 | 62,253,943 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Share Capital Common Shares | Additional paid - in capital | Shares to be issued | Subscriptions Receivable | Other comprehensive income | Deficit | Non-controlling interest | Total |
Beginning Balance at Jul. 31, 2018 | $ 4,778 | $ 16,918,082 | $ 103,267 | $ 0 | $ 532,405 | $ (6,772,311) | $ 0 | $ 10,786,221 |
Beginning Balance (in shares) at Jul. 31, 2018 | 47,774,817 | |||||||
Private placement (Note 11) | $ 1,600 | 4,882,240 | 0 | 0 | 0 | 0 | 0 | 4,883,840 |
Private placement (Note 11) (in shares) | 16,000,000 | |||||||
Exercise of warrants (Note 11) | $ 321 | 1,204,875 | 1,205,196 | |||||
Exercise of warrants (Note 11) (in shares) | 3,206,160 | |||||||
Issuance of escrowed shares (Note 11) | $ 7 | 27,321 | (27,328) | |||||
Issuance of escrowed shares (Note 11) (in shares) | 70,500 | |||||||
Share issue costs | $ 31 | (270,767) | (270,736) | |||||
Share issue costs (in shares) | 322,581 | |||||||
Finance fee for promissory note (Notes 9 and 11) | $ 111 | 822,383 | 822,494 | |||||
Finance fee for promissory note (Notes 9 and 11) (in shares) | 1,105,083 | |||||||
Investment agreement with Australis (Notes 11 and 16) | $ 177 | 786,946 | (787,123) | |||||
Investment agreement with Australis (Notes 11 and 16) (in shares) | 1,768,545 | |||||||
Acquisition of NMG Ohio LLC (Notes 11 and 17) | $ 238 | 1,448,567 | 1,448,805 | |||||
Acquisition of NMG Ohio LLC (Notes 11 and 17) (in shares) | 2,380,398 | |||||||
Equity component of convertible debenture (Note 10) | 88,797 | 88,797 | ||||||
Stock-based compensation (Note 11) | 870,808 | 870,808 | ||||||
Foreign currency translation adjustment | (26,314) | (26,314) | ||||||
Loss for the period | (1,975,474) | 0 | (1,975,474) | |||||
Ending Balance at Jan. 31, 2019 | $ 7,263 | 26,779,252 | 75,939 | (787,123) | 506,091 | (8,747,785) | 0 | 17,833,637 |
Ending Balance (in shares) at Jan. 31, 2019 | 72,628,084 | |||||||
Beginning Balance at Jul. 31, 2018 | $ 4,778 | 16,918,082 | 103,267 | 0 | 532,405 | (6,772,311) | 0 | 10,786,221 |
Beginning Balance (in shares) at Jul. 31, 2018 | 47,774,817 | |||||||
Loss for the period | (2,019,345) | |||||||
Ending Balance at Apr. 30, 2019 | $ 7,263 | 26,790,088 | 75,939 | 0 | 612,826 | (8,791,656) | 0 | 18,694,460 |
Ending Balance (in shares) at Apr. 30, 2019 | 72,628,084 | |||||||
Beginning Balance at Jul. 31, 2018 | $ 4,778 | 16,918,082 | 103,267 | 0 | 532,405 | (6,772,311) | 0 | 10,786,221 |
Beginning Balance (in shares) at Jul. 31, 2018 | 47,774,817 | |||||||
Ending Balance at Jul. 31, 2019 | $ 9,728 | 41,765,408 | 1,118,815 | 0 | 827,314 | (10,525,062) | 0 | 33,196,203 |
Ending Balance (in shares) at Jul. 31, 2019 | 97,279,891 | |||||||
Beginning Balance at Jan. 31, 2019 | $ 7,263 | 26,779,252 | 75,939 | (787,123) | 506,091 | (8,747,785) | 0 | 17,833,637 |
Beginning Balance (in shares) at Jan. 31, 2019 | 72,628,084 | |||||||
Subscriptions received | $ 0 | 0 | 787,123 | 0 | 0 | 0 | 787,123 | |
Stock-based compensation (Note 11) | 0 | 10,836 | 0 | 0 | 0 | 0 | 10,836 | |
Foreign currency translation adjustment | 106,735 | 106,735 | ||||||
Loss for the period | (43,871) | 0 | (43,871) | |||||
Ending Balance at Apr. 30, 2019 | $ 7,263 | 26,790,088 | 75,939 | 0 | 612,826 | (8,791,656) | 0 | 18,694,460 |
Ending Balance (in shares) at Apr. 30, 2019 | 72,628,084 | |||||||
Beginning Balance at Jul. 31, 2019 | $ 9,728 | 41,765,408 | 1,118,815 | 0 | 827,314 | (10,525,062) | 0 | 33,196,203 |
Beginning Balance (in shares) at Jul. 31, 2019 | 97,279,891 | |||||||
Acquisition of GLDH (Note 18) | $ 434 | 2,752,348 | 0 | 0 | 0 | 0 | 2,752,782 | |
Acquisition of GLDH (Note 18) (in shares) | 4,337,111 | |||||||
Exercise of warrants (Note 11) | $ 16 | 90,824 | 0 | 0 | 0 | 0 | 0 | 90,840 |
Exercise of warrants (Note 11) (in shares) | 165,715 | |||||||
Escrow release | $ 7 | 17,779 | (17,786) | |||||
Escrow release (in shares) | 70,500 | |||||||
Stock-based compensation (Note 11) | 659,015 | 0 | 659,015 | |||||
Accretion and interest on convertible debt | 131,519 | 131,519 | ||||||
Foreign currency translation adjustment | 15,753 | 15,753 | ||||||
Loss for the period | (2,132,149) | 0 | (2,132,149) | |||||
Ending Balance at Jan. 31, 2020 | $ 10,185 | 45,285,374 | 1,232,548 | 0 | 843,067 | (12,657,211) | 0 | 34,713,963 |
Ending Balance (in shares) at Jan. 31, 2020 | 101,853,217 | |||||||
Beginning Balance at Jul. 31, 2019 | $ 9,728 | 41,765,408 | 1,118,815 | 0 | 827,314 | (10,525,062) | 0 | 33,196,203 |
Beginning Balance (in shares) at Jul. 31, 2019 | 97,279,891 | |||||||
Loss for the period | (3,424,232) | |||||||
Ending Balance at Apr. 30, 2020 | $ 10,453 | 46,890,630 | 1,232,548 | 0 | 159,511 | (13,813,789) | (135,505) | 34,343,848 |
Ending Balance (in shares) at Apr. 30, 2020 | 104,534,221 | |||||||
Beginning Balance at Jan. 31, 2020 | $ 10,185 | 45,285,374 | 1,232,548 | 0 | 843,067 | (12,657,211) | 0 | 34,713,963 |
Beginning Balance (in shares) at Jan. 31, 2020 | 101,853,217 | |||||||
Acquisition of GLDH (Note 18) | $ 268 | 1,341,907 | 0 | 0 | 0 | 0 | 1,342,175 | |
Acquisition of GLDH (Note 18) (in shares) | 2,681,004 | |||||||
Stock-based compensation (Note 11) | 263,349 | 0 | 0 | 0 | 0 | 263,349 | ||
Foreign currency translation adjustment | (683,556) | (683,556) | ||||||
Loss for the period | (1,156,578) | (135,505) | (1,292,083) | |||||
Ending Balance at Apr. 30, 2020 | $ 10,453 | $ 46,890,630 | $ 1,232,548 | $ 0 | $ 159,511 | $ (13,813,789) | $ (135,505) | $ 34,343,848 |
Ending Balance (in shares) at Apr. 30, 2020 | 104,534,221 |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) | 9 Months Ended | |
Apr. 30, 2020USD ($) | Apr. 30, 2019USD ($) | |
Cash Resources Provided By (Used In) Operating Activities | ||
Net loss for the period | $ (3,424,232) | $ (2,019,345) |
Items not affecting cash: | ||
Accrued interest and accretion | 131,850 | 502,025 |
Accrued interest income | (780,000) | (433,380) |
Accrued management fee income | (72,000) | |
Advances to GLDH expensed during the period | 338,763 | |
Depreciation | 244,978 | 213,727 |
Foreign exchange | 686,177 | (18,774) |
Income tax expense | 40,734 | 414,672 |
(Gain) or loss of equity investee | (309,153) | 12,196 |
Loss on settlement | 239,328 | |
Stock-based compensation (Note 11) | 922,364 | 881,644 |
Amounts receivable and prepaids | (340,684) | (49,861) |
Inventory | (182,692) | (721,339) |
Trade payables and accrued liabilities | (248,538) | 329,788 |
Due to related parties | 15,027 | 61,428 |
Cash used in operating activities | (2,738,078) | (827,219) |
Investing Activities | ||
Repayment by (investment in) NMG Ohio, LLC | 448,955 | (1,592,049) |
Investment in GLDH | (2,697,040) | (5,771,459) |
Other investments | (334,348) | |
Purchase of property and equipment | (881,739) | (250,872) |
Convertible loan receivable | (942,161) | (7,863) |
Cash used in investing activities | (4,406,333) | (7,622,243) |
Financing Activities | ||
Issuance of shares, net of share issue costs | 90,840 | 6,605,423 |
Loans obtained | 5,202,579 | |
Loans repaid | (1,175,000) | |
Cash provided by financing activities | 90,840 | 10,633,002 |
Effect of exchange rate changes on cash | (667,803) | 80,421 |
Net Increase (Decrease) in Cash | (7,721,374) | 2,263,961 |
Cash - Beginning of Period | 9,004,716 | 324,837 |
Cash - End of Period | $ 1,283,342 | $ 2,588,798 |
Nature and Continuance of Opera
Nature and Continuance of Operations | 9 Months Ended |
Apr. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature and Continuance of Operations | 1. Nature and Continuance of Operations Body and Mind Inc. (the “Company”) was incorporated on 5 November 1998 in the State of Delaware, USA, under the name Concept Development Group, Inc. In May 2004, the Company acquired 100% of Vocalscape, Inc. and changed its name to Vocalscape, Inc. On October 28, 2005, the Company changed its name to Nevstar Precious Metals Inc. On October 23, 2008, the Company changed its name to Deploy Technologies Inc. (“Deploy Tech”) and, on September 15, 2010, the Company incorporated a wholly-owned subsidiary, Deploy Acquisition Corp. (“Deploy”) under the laws of the State of Nevada, USA. On September 17, 2010, the Company merged with and into Deploy under the laws of the State of Nevada. Deploy, as the surviving corporation of the merger, assumed all the assets, obligations and commitments of Deploy Tech, and we were effectively re-domiciled in the State of Nevada. Upon the completion of the merger, Deploy assumed the name “Deploy Technologies Inc.”, and all of the issued and outstanding common stock of Deploy Tech was automatically converted into and became Deploy’s issued and outstanding common stock. On 14 November 2017, the Company acquired Nevada Medical Group, LLC (“NMG”) and changed its name to Body and Mind Inc. The Company is now a supplier and grower of medical and recreational cannabis in the state of Nevada, and has retail operations in California, Ohio and Arkansas. These unaudited condensed consolidated interim financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These unaudited condensed consolidated interim financial statements do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended 31 July 2019. The unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended 31 July 2019. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended 30 April 2020 are not necessarily indicative of the results that may be expected for the year ending 31 July 2020. Principles of Consolidation These consolidated financial statements include the financial statements of the Company and its subsidiaries as follows: Name Jurisdiction Ownership Date of acquisition or formation DEP Nevada Inc. (“DEP Nevada”) Nevada, USA 100% 10 August 2017 Nevada Medical Group LLC (“NMG”) Nevada, USA 100% 14 November 2017 NMG Retail LLC Nevada, USA 75% 14 September 2018 NMG Long Beach LLC California, USA 100% 18 December 2018 NMG Cathedral City LLC California, USA 100% 4 January 2019 NMG Chula Vista LLC California, USA 51% 10 January 2019 NMG San Diego LLC California, USA 60% 30 January 2019 All inter-company transactions and balances are eliminated upon consolidation. These consolidated financial statements include the following investments accounted for using the equity method of accounting: Name Jurisdiction Ownership Date of acquisition or formation NMG Ohio LLC Ohio, USA 30% 27 April 2017 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | 2. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13 “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years beginning after 15 December 2019. The Company does not anticipate this amendment to have a significant impact on the consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework –Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820). ASU 2018-13 adds, modifies, and removes certain fair value measurement disclosure requirements. ASU 2018-13 is effective for annual and interim periods beginning after 15 December 2019. Early adoption is permitted. The Company is currently evaluating the effect of adopting this ASU on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes. ASU 2019-12 removes certain exceptions for investments, intraperiod allocations and interim calculations, and adds guidance to reduce complexity in accounting for income taxes. ASU 2019-12 is effective for annual and interim periods beginning after 15 December 2020. Early adoption is permitted. The Company is currently evaluating the effect of adoption this ASU on the Company’s consolidated financial statements. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies The following is a summary of significant accounting policies used in the preparation of these condensed consolidated interim financial statements. Basis of presentation These condensed consolidated interim financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is 31 July. Amounts receivable Amounts receivable represents amounts owed from customers for sale of medical and recreational cannabis and sales tax recoverable. Amounts are presented net of the allowance for doubtful accounts, which represents the Company’s best estimate of the amount of probable credit losses in the existing accounts receivable balance. The Company determines the allowance for doubtful accounts based on historical experience and current economic conditions. The Company reviews the adequacy of its allowance for doubtful accounts on a quarterly basis. As of 30 April 2020 and 31 July 2019, the Company has no allowance for doubtful accounts. Revenue recognition The Company recognizes revenue from product sales when our customers obtain control of our products. This determination is based on the customer specific terms of the arrangement. Upon transfer of control, the Company has no further performance obligations. Due to the nature of the Company’s revenue from contracts with customers, the Company does not have material contract assets or liabilities that fall under the scope of ASC 606. The Company’s revenues accounted for under ASC 606, generally, do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales prices are generally fixed and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration. Inventory Inventory consists of raw material, work in progress (live plants and plants in the drying process), finished goods, and consumables. The Company values its raw material, finished goods and consumables at the lower of the actual costs or its current estimated market value less costs to sell. The Company values its work in progress at cost. The Company periodically reviews its inventory for obsolete and potentially impaired items. As of 30 April 2020 and 31 July 2019, the Company has no allowance for inventory obsolescence. Property and equipment Property and equipment are stated at cost and are amortized over their estimated useful lives on a straight-line basis as follows: Office equipment 7 years Cultivation equipment 7 years Production equipment 7 years Kitchen equipment 7 years Vehicles 7 years Vault equipment 7 years Leasehold improvements shorter of 15 years or the term of the lease Brands and licenses Intangible assets acquired from third parties are measured initially at fair value and either classified as indefinite life or finite life depending on their characteristics. Intangible assets with indefinite lives are tested for impairment at least annually and intangible assets with finite lives are reviewed for indicators of impairment at least annually. The Company’s brands and licenses acquired from NMG have indefinite lives; therefore no amortization is recognized. The Company’s brands and licenses acquired by NMG SD have a finite life of 13 years and are amortized over this estimated useful life on a straight-line basis. Income taxes Deferred income taxes are reported for timing differences between items of income or expense reported in the consolidated financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, and for tax losses and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not. Basic and diluted net loss per share The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive. Comprehensive loss ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive income/loss and its components in the condensed consolidated interim financial statements. As of 30 April 2020 and 31 July 2019, the Company reported foreign currency translation adjustments as other comprehensive income or loss and included a schedule of comprehensive income/loss in the condensed consolidated interim financial statements. Foreign currency translation The Company’s functional currency is the Canadian dollar and its reporting currency is in the U.S. dollars. The Company’s subsidiaries have a functional currency of in U.S. dollars. The consolidated financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. Exchange gains and losses on inter-company balances that form part of the net investment in foreign operations are included in other comprehensive income. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of net loss. Stock-based compensation The Company estimates the fair value of each stock option award at the grant date by using the Black-Scholes Option Pricing Model. The fair value determined represents the cost for the award and is recognized over the required service period, generally defined as the vesting period. The Company’s accounting policy is to recognize forfeitures as they occur. Fair value measurements The Company accounts for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are: · Level 1 – inputs are based upon unadjusted quoted prices for identical instruments in active markets. · Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. · Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Our Level 3 assets and liabilities include investments in other private entities, and goodwill and intangible assets, when they are recorded at fair value due to an impairment charge. Unobservable inputs used in the models are significant to the fair values of the assets and liabilities. The Company measures equity investments without readily determinable fair values on a nonrecurring basis. The fair values of these investments are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow projections. Other current financial assets and current financial liabilities have fair values that approximate their carrying values. Use of estimates and assumptions The preparation of condensed consolidated interim financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated interim financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates. Lease accounting The Company adopted ASC 842, leases effective 1 August 2019 using a modified retrospective approach. Under ASC 842, leases are separated into two classifications: operating leases and financial leases. Lease classification under ASC 842 is relatively similar to ASC 840. For a lease to be classified as a finance lease, it must meet one of the five finance lease criteria: (1) transference of title/ownership to the lessee, (2) purchase option, (3) lease term for major part of the remaining economic life of the asset, (4) present value represents substantially all of the fair value of the asset, and (5) asset specialization. Any lease that does not meet these criteria is classified as an operating lease. ASC 842 requires all leases to be recognized on the Company’s balance sheet. Specifically, for operating leases, the Company recognize a right-of-use asset and a corresponding lease liability upon lease commitment. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Apr. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | 4. Financial Instruments The following table represents the Company’s assets that are measured at fair value as of 30 April 2020 and 31 July 2019: As of 30 April 2020 As of 31 July 2019 Financial assets at fair value Cash $ 1,283,342 $ 9,004,716 Convertible loan receivable 1,066,386 52,225 Total financial assets at fair value $ 2,349,728 $ 9,056,941 Management of financial risks The financial risk arising from the Company’s operations include credit risk, liquidity risk, interest rate risk and currency risk. These risks arise from the normal course of operations and all transactions undertaken are to support the Company’s ability to continue as a going concern. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner. Credit risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company is not exposed to credit risk related to cash and cash equivalents as it does not hold cash in excess of federally insured limits, with major financial institutions. Credit risk associated with the convertible loans receivable (including the investment in and advances to Green Light District Holdings, Inc.) arises from the possibility that the principal and/or interest due may become uncollectible. The Company mitigates this risk by managing and monitoring the underlying business relationship. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company ensures, as far as reasonably possible, that it will have sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations and the Company’s holdings of cash. The Company has an accumulated deficit of $13,813,789, recurring losses of $3,424,232 and negative cash flows from operations of $2,738,078 for the nine months ended 30 April 2020, and had a working capital of $4,039,470 at 30 April 2020. There can be no assurance that the Company will be successful with generating and maintaining profitable operations or will be able to secure future debt or equity financing for its working capital and expansion activities. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk as it does not hold financial instruments that will fluctuate in value due to changes in interest rates. Currency risk Currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company is exposed to currency risk by incurring expenditures and holding assets denominated in currencies other than its functional currency. |
Inventory
Inventory | 9 Months Ended |
Apr. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | 5. Inventory 30 April 2020 31 July 2019 Work in progress $ 233,751 $ 208,417 Finished goods 837,948 615,108 Consumables 501,412 566,894 Total $ 1,573,111 $ 1,390,419 |
Convertible loan receivable
Convertible loan receivable | 9 Months Ended |
Apr. 30, 2020 | |
Notes to Financial Statements | |
Convertible loan receivable | 6. Convertible loan receivable Effective March 15, 2019, the Company, through its wholly owned subsidiaries, DEP Nevada and NMG, entered into a convertible loan agreement and a management agreement with Comprehensive Care Group LLC (“CCG”), an Arkansas limited liability company, with respect to the development of a medical cannabis dispensary facility in West Memphis, Arkansas. Pursuant to the management agreement, NMG will provide operations and management services, including management, staffing, operations, administration, oversight, and other related services. Under the management agreement, NMG will be required to obtain approval from CCG for any key decisions as defined in the agreement and accordingly the Company does not control CCG. NMG will be paid a monthly management fee equal to 66.67% $6,000 The convertible loan agreement is for an amount up to $1,250,000 $6,000 40% The Company evaluated the convertible loan receivable’s settlement provisions and elected the fair value option in accordance with ASC 825 “Financial Instruments”, to value this instrument. Under such election, the loan receivable is measured initially and subsequently at fair value, with any changes in the fair value of the instrument being recorded in the condensed consolidated interim financial statements as a change in fair value of the financial instruments. The Company estimates the fair value of this instrument by first estimating the fair value of the straight debt portion, excluding the embedded conversion option, using a discounted cash flow model. The Company then estimates the fair value of the embedded conversion option using the Black-Scholes Option Pricing Model. The sum of these two valuations is the fair value of the loan receivable. Management believes that the accretion of the straight debt portion and embedded derivative related to the conversion option are not material. At 30 April 2020 , the Company had advanced $1,066,386 (31 July 2019 - $52,225) and accrued interest income of $18,000 (2019 - $Nil)and $72,000 (2019 -$Nil) for the three and nine months ended 30 April 2020, respectively. As of 30 April 2020, total interest receivable was $72,000 (31 July 2019 - $27,000). |
Property and Equipment
Property and Equipment | 9 Months Ended |
Apr. 30, 2020 | |
Notes to Financial Statements | |
Property and Equipment | 7 . Property and Equipment Office Equipment Cultivation Equipment Production Equipment Kitchen Equipment Vehicles Vault Equipment Leasehold Improvements Right-of-use Assets Total Cost: Balance, 31 July 2019 32,077 463,756 297,961 51,108 38,717 2,172 2,266,006 — 3,151,797 Additions 44,670 — 247,762 9,022 — — 1,871,394 — 2,172,848 ASC 842 adoption (Notes 13 and 20) — — — — — — — 2,265,727 2,265,727 Balance, 30 April 2020 76,747 463,756 545,723 60,130 38,717 2,172 4,137,400 2,265,727 7,590,372 Accumulated Depreciation: Balance, 31 July 2019 8,296 114,766 69,993 7,100 13,251 586 243,305 — 457,297 Depreciation 5,835 49,733 45,239 5,965 4,152 233 133,821 — 244,978 Asset lease expense (Note 20) — — — — — — — 136,068 136,068 Balance, 30 April 2020 14,131 164,499 115,232 13,065 17,403 819 377,126 136,068 838,343 Net Book Value: At 31 July 2019 23,781 348,990 227,968 44,008 25,466 1,586 2,022,701 — 2,694,500 At 30 April 2020 $ 62,616 $ 299,257 $ 430,491 $ 47,065 $ 21,314 $ 1,353 $ 3,760,274 $ 2,129,659 $ 6,752,029 For the nine months ended 30 April 2020, a total depreciation of $25,637 (2019 - $9,626) was included in General and Administrative Expenses and a total depreciation of $219,341 (2019 - $204,101) was included in Cost of Sales. For the three months ended 30 April 2020, a total depreciation of $15,431 (2019 - $3,138) was included in General and Administrative Expenses and a total depreciation of $71,692 (2019 - $68,688) was included in Cost of Sales. |
Related Party Balances and Tran
Related Party Balances and Transactions | 9 Months Ended |
Apr. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Balances and Transactions | 8 . Related Party Balances and Transactions In addition to those disclosed elsewhere in these condensed consolidated interim financial statements, related party transactions paid/accrued for the three and nine months ended 30 April 2020 and 2019 are as follows: For the three months ended 30 April 2020 For the three months ended 30 April 2019 For the nine months ended 30 April 2020 For the nine months ended 30 April 2019 A company controlled by the President, Chief Executive Officer and a director Management fees $ 37,696 $ — $ 117,074 $ — A company controlled by the Chief Financial Officer and a director Management fees 21,758 — 69,658 — Accounting fees — 10,054 — 28,573 A company controlled by a former director and former President of NMG Management fees 49,999 50,027 66,665 150,673 A company controlled by the Corporate Secretary Management fees 16,387 26,412 47,376 45,402 Consulting fees (43) — 3,060 — A company controlled by the former Chief Executive Officer and a former director Management fees (129) 68,103 9,272 68,103 $ 125,668 $ 154,596 $ 313,105 $ 292,751 a) As of 30 April 2020, the Company owed $20,431 (31 July 2019 - $7,825) to the Chief Executive Officer of the Company and a company controlled by him. b) As of 30 April 2020 , the Company owed $7,548 (31 July 2019 - $5,127) to the The above amounts owing to related parties are unsecured, non-interest bearing and are due on demand. |
Notes Payable
Notes Payable | 9 Months Ended |
Apr. 30, 2020 | |
Notes to Financial Statements | |
Notes Payable | 9. Notes Payable In connection with the investment of Green Light District Holdings, Inc. (“GLDH”) on 29 November 2018, the Company issued a promissory note in the amount of $4,000,000 to Australis Capital Inc. (“Australis”) (Notes 15 and 18). The promissory note bore interest at a rate of 15% per annum, was secured by the assets of the Company, had original maturity of two years and required semi-annual interest payments unless the Company elected to accrue the interest by adding it to the principal amount. The Company issued 1,105,083 common shares of the Company as a finance fee to Australis valued at $822,494 (Note 11). During the year ended 31 July 2019, the Company repaid the note in full. The Company also paid a prepayment penalty of $200,000 for repaying the note prior to the maturity date. During the three and nine months ended 30 April 2020 , the Company accrued interest and accretion expense of $Nil (2019 - $246,442) and $Nil (2019 - $422,532), respectively. |
Convertible Debenture
Convertible Debenture | 9 Months Ended |
Apr. 30, 2020 | |
Notes to Financial Statements | |
Convertible Debenture | 10 . Convertible Debenture In connection with an investment agreement with Australis on 30 October 2018 (Notes 11, 15 and 16), the Company issued an unsecured convertible debenture in the amount of $1,217,547 (CAD $1,600,000) 8% CAD$0.55 At the date of issue, a beneficial conversion feature of $88,797 (CAD$116,714) was recognized and the debt portion of the convertible debentures was recorded at a value of $1,128,750 (CAD$1,483,636). The value of the beneficial conversion feature was recorded in equity as additional paid-in capital. Subsequent to initial recognition, the debt has been amortized over the term of the debt using the effective interest rate method at a rate of 11.3% per annum. During the year ended 31 July 2019 , the Company accrued interest and accretion expense of $98,392. The Company paid interest of $72,623 calculated up to July 31, 2019 and further paid interest of $88,821 in advance up to 30 June 2020. As consideration for receiving the interest in advance, Australis agreed to convert the debt into equity on 1 July 2020 and has given up the right to receive cash. The number of shares to be issued on conversion is fixed at 2,909,091 common shares and, accordingly, the debt is presented within equity as shares to be issued (Note 21). During the three and nine months ended 30 April 2020, the Company accrued interest and accretion expense of $Nil (2019 - $15,934) and $131,850 (2019 - $48,296), respectively. |
Capital Stock
Capital Stock | 9 Months Ended |
Apr. 30, 2020 | |
Notes to Financial Statements | |
Capital Stock | 11 . Capital Stock The Company’s authorized share capital comprises 900,000,000 Common Shares, with a $0.0001 par value per share. On 2 November 2018, the Company closed a non-brokered private placement of 16,000,000 units at a price of $0.30 (CAD$0.40) per unit for aggregate gross proceeds of $4,883,840 (CAD$6,400,000) (Note 10, 15 and 16). Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holder to purchase one additional common share of the Company at a price of CAD$0.50 per warrant for a period of two years. The Company paid cash of $152,720 and issued 322,581 common shares valued at $221,691 as finders’ fees in relation to this private placement. On 29 November 2018, the Company issued 1,105,083 common shares as a finance fee to Australis valued at $822,494 (Note 9). On 30 November 2018, the Company issued 3,206,160 common shares upon exercise of 3,206,160 warrants by Australis at a price of CAD$0.50 per common share for aggregate proceeds of $1,205,196 (CAD$1,603,080). On 31 January 2019, the Company issued 1,768,545 common shares to Australis for proceeds of $787,123 pursuant to the Investment Agreement (Note 16). On 31 January 2019, the Company issued 2,380,398 common shares valued at $1,448,805 in relation to acquiring the remaining 70% of NMG Ohio LLC (Note 17). On 14 May 2019, the Company issued 70,500 previously escrowed shares with a fair value of $22,689 to Toro Pacific Management Inc. in connection with the acquisition of NMG (Note 14). On 12 August 2019, the Company issued a total of 4,337,111 common shares of the Company in connection with the Purchase Agreement, NMG SD Settlement Agreement and the Lease Assignment Agreement (Notes 13 and 18). On 12 August 2019, the Company issued 81,591 common shares upon exercise of 81,591 warrants at a price of CAD$0.66 per common share for aggregate proceeds of $40,765 (CAD$53,850). On 12 September 2019, the Company issued 38,912 common shares upon exercise of 38,912 warrants at a price of CAD$0.66 per common share for aggregate proceeds of $19,450 (CAD$25,682). On 4 October 2019, the Company issued 22,727 common shares upon exercise of 22,727 warrants at a price of CAD$0.90 per common share for aggregate proceeds of $15,360 (CAD$20,454). On 4 November 2019, the Company issued 22,485 common shares upon exercise of 22,485 warrants at a price of CAD$0.90 per common share for aggregate proceeds of $15,291 (CAD$20,236). On 14 November 2019, the Company issued 70,500 previous escrowed shares with a fair value of $ 17,786 to Toro Pacific Management Inc. in connection with the acquisition of NMG (Note 14). On 24 April 2020, the Company issued 2,681,004 common shares valued at $1,342,175 (CAD$1,796,272) in relation to NMG SD Settlement Agreement (Note 18). Stock options The Company previously approved an incentive stock option plan, pursuant to which the Company may grant stock options up to an aggregate of 10% of the issued and outstanding common shares in the capital of the Company from time to time. On 11 December 2018, the Company issued 2,050,000 stock options in accordance with the Company’s stock option plan at an exercise price of CAD$0.57 per share for a five year term expiring 10 December 2023. The options fully vested on the date of grant. The options were granted to current directors, officers, employees and consultants of the Company. The fair value of the stock options was calculated to be $881,644 (CAD$1,165,117) using the Black-Scholes Option Pricing Model with the following assumptions: Expected life of the options 5 years Expected volatility 265 % Expected dividend yield 0 % Risk-free interest rate 2.03 % On 21 August 2019, the Company issued 2,850,000 stock options with an exercise price of CAD$0.88 per share for a term of five years expiring on 21 August 2024. The options are subject to vesting provisions such that 25% of the options vest six months from the date of grant, 25% of the options vest twelve months from the date of grant, 25% of the options vest eighteen months from the date of grant and 25% of the options vest twenty-four months from the date of grant. Prior to vesting, on 16 October 2019, the Company cancelled 400,000 stock options previously granted to a director due to forfeiture, which had not vested and on 23 January 2020, the Company cancelled 200,000 stock options previously granted to a director due to forfeiture, which had not vested The total fair value of the stock options granted was calculated to be $1,373,856 (CAD$1,818,232) using the Black-Scholes Option Pricing Model with the following assumptions: Expected life of the options 3.125 years Expected volatility 195 % Expected dividend yield 0 % Risk-free interest rate 1.28 % During the three and nine months ended 30 April 2020, the Company recorded a stock-based compensation of $202,989 (CAD$282,777) and $807,855 (CAD$1,081,175) , respectively, related to these options, respectively. On 1 October 2019, the Company issued 250,000 stock options with an exercise price of CAD$0.93 per share for a term of five years expiring on 1 October 2024. The options are subject to vesting provisions such that 25% of the options vest six months from the date of grant, 25% of the options vest twelve months from the date of grant, 25% of the options vest eighteen months from the date of grant and 25% of the options vest twenty-four months from the date of grant. The total fair value of the stock options granted was calculated to be $145,045 (CAD$191,960) using the Black-Scholes Option Pricing Model with the following assumptions: Expected life of the options 3.125 years Expected volatility 194 % Expected dividend yield 0 % Risk-free interest rate 1.37 % During the three and nine months ended 30 April 2020, the Company recorded a stock-based compensation of $31,753 (CAD$43,457) and $84,012 (CAD$112,436), respectively, related to these options, respectively. On 23 January 2020, the Company issued 200,000 stock options with an exercise price of CAD$0.88 per share for a term of five years expiring on 23 January 2025. The options are subject to vesting provisions such that 25% of the options vest six months from the date of grant, 25% of the options vest twelve months from the date of grant, 25% of the options vest eighteen months from the date of grant and 25% of the options vest twenty-four months from the date of grant. The total fair value of the stock options granted was calculated to be $68,645 (CAD$90,608) using the Black-Scholes Option Pricing Model with the following assumptions: Expected life of the options 3.125 years Expected volatility 173 % Expected dividend yield 0 % Risk-free interest rate 1.43 % During the three and nine months ended 30 April 2020, the Company recorded a stock-based compensation of $17,318 (CAD$23,212) and $19,208 (CAD$25,707), respectively, related to these options. On 1 March 2020, the Company issued 250,000 stock options with an exercise price of CAD$0.41 per share for a term of five years expiring on 1 March 2025. The options are subject to vesting provisions such that 25% of the options vest six months from the date of grant, 25% of the options vest twelve months from the date of grant, 25% of the options vest eighteen months from the date of grant and 25% of the options vest twenty-four months from the date of grant. The total fair value of the stock options granted was calculated to be $56,287 (CAD$75,331) using the Black-Scholes Option Pricing Model with the following assumptions: Expected life of the options 3.125 years Expected volatility 127 % Expected dividend yield 0 % Risk-free interest rate 1.11 % During the three and nine months ended 30 April 2020, the Company recorded a stock-based compensation of $9,772 (CAD$13,078) related to these options. On 30 April 2020, the Company issued 1,375,000 stock options with an exercise price of CAD$0.67 per share for a term of five years expiring on 30 April 2025. The options are subject to vesting provisions such that 25% of the options vest six months from the date of grant, 25% of the options vest twelve months from the date of grant, 25% of the options vest eighteen months from the date of grant and 25% of the options vest twenty-four months from the date of grant. The total fair value of the stock options granted was calculated to be $524,432 (CAD$701,863) using the Black-Scholes Option Pricing Model with the following assumptions: Expected life of the options 3.125 years Expected volatility 133 % Expected dividend yield 0 % Risk-free interest rate 0.32 % During the three and nine months ended 30 April 2020, the Company recorded a stock-based compensation of $1,517 (CAD$2,031) related to these options. Number of options Weighted average exercise price Weighted average contractual term remaining (in years) Aggregate intrinsic value Outstanding at 31 July 2018 4,025,000 CAD$ 0.65 4.34 CAD$ — Granted 2,050,000 CAD$ 0.57 Outstanding at 31 July 2019 6,075,000 CAD$ 0.62 3.69 CAD$ 1,675,750 Granted 4,925,000 CAD$ 0.80 Cancelled (600,000 ) CAD$ 0.88 Outstanding at 30 April 2020 10,400,000 CAD$ 0.69 3.62 CAD$ 344,750 Vested and fully exercisable at 30 April 2020 6,700,000 CAD$ 0.65 3.07 CAD$ 278,500 Share purchase warrants and brokers’ warrants Number of warrants Weighted average exercise price Outstanding at 31 July 2018 10,106,820 CAD$ 0.89 Issued 28,415,284 CAD$ 0.93 Exercised (16,007,333 ) CAD$ 0.50 Outstanding at 31 July 2019 22,514,771 CAD$ 1.22 Exercised (165,715 ) CAD$ 0.73 Expired (9,933,772 ) CAD$ 0.89 Outstanding at 30 April 2020 12,415,284 CAD$ 1.49 As of 30 April 2020, the following warrants are outstanding: Number of warrants outstanding and exercisable Exercise price Expiry dates 11,780,134 CAD$ 1.50 17 May 2023 635,150 CAD$ 1.25 16 May 2023 12,415,284 |
Segmented Information and Major
Segmented Information and Major Customers | 9 Months Ended |
Apr. 30, 2020 | |
Segment Reporting [Abstract] | |
Segmented Information and Major Customers | 12. Segmented Information and Major Customers The Company’s activities are all in the one industry segment of medical and recreational cannabis. All of the Company’s revenue generating activities and capital assets relate to this segment and are located in the USA. During the nine months ended 30 April 2020, the Company had no major customer over 10% of its revenues (30 April 2019 – no major customer over 10%). |
Supplemental Disclosures with R
Supplemental Disclosures with Respect to Cash Flows | 9 Months Ended |
Apr. 30, 2020 | |
Notes to Financial Statements | |
Supplemental Disclosures with Respect to Cash Flows | 13 . Supplemental Disclosures with Respect to Cash Flows Three Month Period Ended 30 April Nine Month Period Ended 30 April 2020 2019 2020 2019 Cash paid during the period for interest $ — $ — $ — $ — Cash paid during the period for income taxes $ — $ — $ — $ — On 30 November 2019, the Company entered into a Settlement Agreement with SD whereby the Company settled an aggregate receivable amount of $590,328 in exchange for $90,315 accounts receivable from future sale of Inventory, $25,000 future credit towards the Contribution Fee, and a production equipment valued at $235,685, resulting in a loss of $239,328 (Note 19). On 12 August 2019, the Company issued a total of 4,337,111 common shares of the Company in connection with the Purchase Agreement, NMG SD Settlement Agreement and the Lease Assignment Agreement valued at $2,752,782 (Notes 11 and 18). On 24 April 2020, the Company issued a total of 2,681,004 common shares of the Company in connection with the NMG SD Settlement Agreement valued at $1,342,175 (Notes 11 and 18). On adoption of ASC 842, Lease Accounting, the Company recognized right-of-use assets (Notes 7 and 20), and a corresponding increase in lease liabilities, in the amount of $1,187,116 which represented the present value of future lease payments using a discount rate of 12% per annum. In connection with the Lease Assignment Agreement, the Company assumed the lease for the San Diego dispensary and, as a result, the Company recognized additional right-of-use assets, and a corresponding increase in lease liabilities, in the amount of $1,078,611 which represented the present value of future lease payments using a discount rate of 12% per annum. In connection with the closing of the business combination transaction to acquire all of the issued and outstanding securities of NMG, the net proceeds of the Company’s private placements of certain subscription receipts was released to the Company from escrow in the amount of $17,786 (Note 14). |
Business Acquisition
Business Acquisition | 9 Months Ended |
Apr. 30, 2020 | |
Business Combinations [Abstract] | |
Business Acquisition | 14 . Business Acquisition On 15 May 2017, the Company entered into an assignment and novation agreement (the “Assignment Agreement”) with Toro Pacific Management Inc. (the “Transferor”) pursuant to which the Transferor assigned a letter of intent (the “LOI”) effective 12 May 2017 to the Company in accordance with its terms. The Assignment Agreement and the LOI contemplated a business combination transaction (the “Acquisition”) to acquire all of the issued and outstanding securities of NMG, an arm’s length Nevada-based licensed producer of medical cannabis. As consideration for the Assignment Agreement, the Company will issue to the Transferor 1,000,000 common shares of the Company. On 13 November 2017, the Assignment Agreement was amended, whereby the Company would issue the 1,000,000 common shares as follows: a. 470,000 common shares to Benjamin Rutledge upon closing of the Acquisition (issued); b. common shares to Chris Hunt upon closing of the Acquisition (issued); c. 470,000 common shares to the Transferor according to the following schedule: · 1/10 of the Transferor’s shares upon closing of the Acquisition (issued); · 1/6 of the remaining Transferor’s shares 6 months after closing the Acquisition (issued); · 1/5 of the remaining Transferor’s shares 12 months after closing the Acquisition (issued); · 1/4 of the remaining Transferor’s shares 18 months after closing the Acquisition (issued); · 1/3 of the remaining Transferor’s shares 24 months after closing the Acquisition (issued); · 1/2 of the remaining Transferor’s shares 30 months after closing the Acquisition (issued); and · the remaining Transferor’s shares 36 months after closing the Acquisition. The remaining 423,000 shares to be issued to the Transferor over the 36 month period was included in equity as shares to be issued with a total fair value of $135,202 at 13 November 2017 (Note 11). Intangible assets acquired from third parties are measured initially at fair value and either classified as indefinite life or finite life depending on their characteristics. The Company’s brands and licenses have indefinite lives as long as the Company is in business. There are no indications of impairment at 30 April 2020. |
Commitments
Commitments | 9 Months Ended |
Apr. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 15 . Commitments a) In connection with the strategic investment agreement with Australis dated 30 October 2018 (the “Investment Agreement”) (Notes 10, 11 and 16), the Company agreed to pay a monthly service fee of $10,000 to Australis. In connection with the Company’s investment in GLDH and the promissory note provided by Australis (Note 9), the Company agreed to increase the monthly services fee to Australis to $16,500 per month for 5 years unless ownership held by Australis drops below 10% in which the fee will cease. Following the repayment of the promissory note, the monthly service fee to Australis was reduced to $12,000 commencing June 2019. b) On 25 October 2017, NMG Ohio entered into a five-year lease agreement for the property located at 709 Sugar Lane, Elyria, Ohio, containing approximately 4,100 square feet. The monthly rent is $4,200. c) On 13 June 2019, the five-year lease agreement dated 1 December 2018 for the property located at 7625 Carroll Road, San Diego, California, containing approximately 4,600 square feet was assigned to NMG San Diego. Under the terms of the assignment and first amendment to the original lease agreement dated 13 June 2019, the Company has three options to extend the lease and each option is for five years. The monthly base rent is currently $15,000. The guaranteed monthly rent is subject to a 1—6% increase on each anniversary date of the lease, based on increases in the Consumer Price Index for San Diego County. d) On 8 March 2019, the five-year lease agreement dated 10 January 2017, as amended on 7 September 2018, for the property located at 3411 E. Anaheim St., Long Beach, California, containing approximately 1,856 square feet was assigned to NMG Long Beach. Under the terms of the amended lease agreement, the Company has one option to extend the lease for five years. The monthly base rent is $6,636 plus common area expenses, totaling $8,000 every month. The guaranteed minimum monthly rent is subject to a 5% increase on each anniversary date of the lease. e) On 21 August 2019, the Company entered into new and updated management and consulting agreements, on a month-to-month basis, with the following individuals: • President and the Chief Executive Officer – $ per month; • Chief Financial Officer – CAD$10,000 per month; • Chief Operating Officer – $15,000 per month; • Corporate Secretary – CAD$7,500 per month; • Former President of NMG and a former director – $16,666 per month increased to $ per month on November 25, 2019; and • Former Chief Executive Officer and an advisor - $12,500 per month. f) On 23 April 2020, the Company entered into an amended management and consulting agreement with the past President of NMG and a former director to terminate the management agreement on 30 June 2020, pursuant to the execution of that certain Separation Agreement, provided that the Ohio and Nevada licenses as set out in an exhibit to the Separation Agreement (the "Licenses" ) are fully transferred to the Company or its nominee as designated by the Company. In the event that the Licenses are not transferred by 30 June 2020, this Separation Agreement will be automatically extended until the Licenses are successfully transferred on a month-to-month basis at the current fee of $25,000 per month plus all applicable taxes until 30 September 2020, and thereafter, on a month-to-month basis at a reduced fee of $5,000 per month plus applicable taxes. |
Investment Agreement
Investment Agreement | 9 Months Ended |
Apr. 30, 2020 | |
Notes to Financial Statements | |
Investment Agreement | 16. Investment Agreement On 30 October 2018, the Company entered into the Investment Agreement with Australis. Pursuant to the terms of the Investment Agreement, Australis will acquire (i) 16,000,000 units of the Company (Note 11), and (ii) CAD$1,600,000 principal amount 8% unsecured convertible debentures (Note 10). Under the terms of the Investment Agreement, the parties agreed to negotiate in good faith a license agreement pursuant to which the Company will grant Australis an exclusive and assignable license to use the Body and Mind brand outside of the United States of America on commercially reasonable terms. In addition, the Company will enter into a commercial advisory agreement with Australis Capital (Nevada) Inc. (“Australis Nevada”), a wholly-owned subsidiary of Australis, pursuant to which Australis Nevada will provide advisory and consulting services to the Company at $10,000 per month for a term ending on the date that is the earlier of: (i) five years following the closing of the transactions contemplated by the Investment Agreement, and (ii) the date Australis no longer holds 10% or more of the issued and outstanding Common Shares (Note 15). Subject to certain exceptions, Australis will be entitled to maintain its’ pro rata interest in the Company until such time as it no longer holds 10% or more of the issued and outstanding Common Shares. Subject to applicable laws and the rules of the Canadian Securities Exchange (the “CSE”), for as long as Australis owns at least 10% of the issued and outstanding common shares, Australis will be entitled to nominate one director for election to the Board of Directors of the Company (the “Board”). If Australis exercises all of the warrants and converts all of the debentures purchased, Australis will be entitled to nominate a second director for election to the Board. On 2 November 2018, the Company executed the Investment Agreement and completed the sale of securities pursuant to the Investment Agreement. On 31 January 2019, the Company issued 1,768,545 common shares to Australis for proceeds of $787,123 pursuant to the Investment Agreement whereby the Company granted Australis anti-dilution participation rights to allow Australis to maintain a 35.783% ownership interest in the Company (Note 11). During the three and nine months ended , the Company paid an advisory fee of $36,000 (2019 - $49,500) and $108,000 (2019 - $92,500), respectively. |
Investment in NMG Ohio LLC
Investment in NMG Ohio LLC | 9 Months Ended |
Apr. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in NMG Ohio LLC | 17. Investment in NMG Ohio LLC On 31 January 2019, the Company entered into a definitive agreement (“Definitive Agreement”) to acquire 100% ownership of NMG Ohio. The Company will purchase the remaining 70% interest for total cash payments of $1,575,000 and issuance of 3,173,864 common shares of the Company). As of 31 July 2019 the Company had issued 2,380,398 of the 3,173,864 common shares with a fair value of $1,448,805. During the year ended 31 July 2019, the Company made cash payments of $1,181,250. At 30 April 2020, the Definitive Agreement had not closed. The remaining cash payments totaling $393,750 and the remaining issuance of 793,466 common shares are expected to be paid and issued upon completion of the remaining Definitive Agreement closing items. Until such time as the Definitive Agreement closes, the Company will continue to account for its 30% ownership interest in NMG Ohio as an investment using the equity method of accounting. During the nine months ended 30 April 2020, NMG Ohio recorded net revenues of $3,425,234, expenses of $2,394,724 and a net income of $1,030,510. The Company recorded an equity in earnings of $309,153 relating to its 30% pro rata share of net income which was included in other items on the statement of operations. 30 April 2020 31 July 2019 Opening balance $ 3,465,902 $ 77,600 Acquisition costs: Common shares issued to vendors at fair value — 1,448,805 Acquisition costs: Cash payments to vendors — 1,181,250 Dispensary build-out related costs 20,974 573,633 License fees — 100,000 Funds transferred 12,500 — Funds repaid (482,429 ) — Equity pickup 309,153 56,466 Foreign exchange (82,017 ) 28,148 Total $ 3,244,083 $ 3,465,902 Summarized financial information for NMG Ohio is as follows: 30 April 2020 Current assets $ 951,270 Non-current assets 901,679 Total assets 1,852,949 Current liabilities 641,949 Non-current liabilities — Total liabilities 641,949 Revenues 3,425,234 Gross profit 1,480,299 Net income 1,030,510 Net income attributable to the Company $ 309,153 |
Investment in and advances to G
Investment in and advances to GLDH | 9 Months Ended |
Apr. 30, 2020 | |
Other Investments | |
Investment in and advances to GLDH | 18 Investment in and advances to GLDH Interim Agreement – 28 November 2018 On 28 November 2018, the Company entered into a binding interim agreement (the “Interim Agreement”) with GLDH, a private company incorporated under the laws of Delaware, and David Barakett (“Barakett”) whereby the Company agreed to acquire 100% of the issued and outstanding common shares of GLDH in connection with the issuance of convertible notes (the “Transaction”). GLDH holds a number of assets relating to the production and sale of cannabis products in the United States of America. The Transaction will be contingent upon the Company completing its due diligence. The terms of the Interim Agreement include the following: The Company shall issue to Barakett common shares of the Company (the “Earn Out Shares”) based on the CSE listed 5-day VWAP of the common shares of the Company and at the USD/CAD exchange rate at the close of market on 27 November 2018. The common shares of the Company had a 5-day VWAP of CAD$0.7439 at a USD/CAD exchange rate of 1.3296 and as a result the Company agreed to issue up to a maximum of 11,255,899 common shares with a maximum consideration of US$6,297,580 or CAD$8,373,263. Barakett will be eligible to receive Earn Out Shares for a period of 12 months on the following basis: 1. upon GLDH obtaining all of (i) the Long Beach Recreational License; (ii) the San Diego Medical License; (iii) the San Diego Recreational License; and (iv) the San Diego State License (“Milestone I”), the issuance of Earn Out Shares to Barakett totalling 5,627,950 shares (50% of the total Earn Out Shares); 2. upon GLDH achieving total attributable revenues of at least US$3,300,000 over a period of three consecutive months from each of the Long Beach dispensary, the San Diego dispensary and Las Vegas ShowGrow (“Milestone II”), the issuance of Earn Out Shares to Barakeet totalling 4,502,360 (40% of the total Earn Out Shares); and 3. prior to the completion of Milestone I and Milestone II, and upon completion of a certain audit of GLDH showing no taxes outstanding or any unknown material liabilities for GLDH, the issuance of Earn Out Shares to Barakett totalling 1,125,589 shares (10% of the total Earn Out Shares). Additionally, the Company made an investment into GLDH by way of a US$5,200,000 senior secured convertible note (the “Note”) bearing interest at a rate of 20% per annum to be repaid to the Company on 28 November 2020 unless converted by the Company in accordance with the agreement. The Note is secured by a general security agreement and a UCC-1 financing statement in all U.S. states where GLDH has assets. Barakett provided a personal guarantee to the Company for the Note. In order for the Company to fund the Note: 1. the Company entered into a loan agreement with Australis, whereby Australis provided the Company a two-year US$4,000,000 loan (Note 9); and 2. Australis exercised 3,206,160 warrants at a price of CAD$0.50 per common share for aggregate proceeds of approximately US$1,200,000 converted using an exchange rate of 0.7518 (Note 11). Definitive Agreement (Superseding Interim Agreement) On 3 July 2019, the Company entered into the following agreements with GLDH and other third parties: 1. a definitive asset purchase agreement (the “Purchase Agreement”) between the Company’s wholly owned subsidiary, NMG Long Beach, LLC (“NMG LB”), GLDH and Airport Collective, Inc. to acquire 100% ownership interest in GLDH’s Long Beach, California dispensary; 2. a settlement agreement (“NMG SD Settlement Agreement”) between the Company and its subsidiaries, and GLDH and its subsidiaries, to acquire a 60% ownership interest in GLDH’s San Diego, California dispensary; and 3. a lease assignment (the “Lease Assignment Agreement”) on the San Diego operation between the Company’s 60%-owned subsidiary, NMG San Diego, LLC (“NMG SD”), Green Road, LLC, Show Grow San Diego, LLC (“SGSD”), and SJJR LLC. The Purchase Agreement, NMG SD Settlement Agreement and Lease Assignment agreement supersede the Interim Agreement and are subject to certain closing conditions including receipt of applicable licences. 1. The Purchase Agreement was executed under the following terms: The purchase price is USD$6,700,000 (the “Purchase Price”). The consideration under the Purchase Agreement includes the following on closing: i The USD$5,200,000 Note is to be applied towards the Purchase Price; and ii. USD$1,500,000 to be paid in common shares of the Company at a price of CAD$0.7439 per common share to a maximum of 2,681,006 common shares (the “Share Payment”) (issued) (Note 11) upon NMG LB receiving the transfer of all licenses, permits and BCC authorizations for NMG LB to conduct medical and adult-use commercial cannabis retail operations. The Share Payment is subject to reduction in the event there are undisclosed liabilities by GLDH and Airport Collective. 2. The NMG SD Settlement Agreement’s consideration includes the following on closing: i. USD$ to be paid in common shares (624,380 common shares issued) (Note 11) to SGSD at a share price equal to the maximum allowable discount pursuant to Canadian Securities Exchange policies, upon execution of the settlement agreement; ii. USD$750,000 to be paid in common shares (issued) (Note 11) to Barakett at a price of CAD$0.7439 per common share to a maximum of 1,340,502 Common Shares (the "DB Share Payment" ) upon NMG SD receiving all licenses, permits and authorizations for NMG SD to conduct medical commercial cannabis retail operations; and iii. USD$750,000 to be paid in common shares (issued) (Note 11) to Barakett at a price of CAD$0.7439 per common share to a maximum of 1,340,502 common shares (the "DB Additional Shares Payment" ) upon NMG SD receiving all licenses, permits and authorizations for NMG SD to conduct adult-use commercial cannabis retail operations. 3. The Lease Assignment Agreement was executed under the following terms: The Company is required to issue cash and share payments to the landlord as follows: i. USD$ 700,000 ii. USD$783,765, payable in cash (paid), within 5 business days following execution of the assignment agreement (paid); and iii. USD$750,000, payable in cash (paid), including interest at 5% per annum, upon receipt of the San Diego Conditional Use Permit allowing adult-use commercial cannabis retail operations. Additionally: 1. The Company is to provide a loan to GLDH in the amount of USD$200,000 at an interest rate of 12% per annum, accrued and compounded quarterly and due within 3 years (provided); 2. The Company is to enter into a consulting agreement with Barakett through NMG LB to provide certain consulting and advisory services to NMG LB, agreeing to pay Barakett a total of USD$200,000 ($50,000 paid in fiscal 2019 and additional $150,000 paid during the nine months ended 30 April 2020); 3. The Company will forgive approximately USD$ 800,000 4. The Company licenses certain intellectual property from Green Light District Management, LLC and GLDH (collectively referred to as “Licensor”). The Licensor grants the Company a perpetual license to utilize its operational intellectual property consisting of customer data, sales data, customer outreach strategies standard operating procedures, and other proprietary operational intellectual property. Licensor grants the Company a license for 2 years to utilize intellectual property such as trademarks and branding (the “Branding IP”). As consideration for the licenses, the Company has agreed to utilize the Branding IP until 19 June 2021 at the Company’s premises and at the San Diego retail locations for a period of 2 years from operations commencing at that location. Additionally, the Company agreed to pay the Licensor 3% of gross receipts from sales at the Long Beach dispensary. The total investment in GLDH at 30 April 2020 and 31 July 2019 is as follows: 30 April 2020 31 July 2019 Opening balance $ 7,373,036 $ — Note receivable — 5,200,000 Share issuances 4,092,175 — Interest income accrued on the Note 780,000 693,333 Advances for working capital 1,947,040 666,876 Lease Assignment Agreement payment 750,000 783,765 Amount transferred to Property and Equipment (1,055,424 ) — Amount transferred to Brand and Licenses (3,663,508 ) — Expensed during the period (338,762 ) Foreign exchange (601,710 ) 29,062 Ending balance $ 9,282,847 $ 7,373,036 In April 2020, the Company fulfilled all obligations under the NMG SD Settlement Agreement and the Lease Assignment Agreement and completed the acquisition of a 60% owned dispensary located in San Diego (the “SD Transaction”). The SD Transaction was accounted for as an asset acquisition. The Company acquired the rights to an existing lease that was zoned for use as a cannabis dispensary. The Company owns the dispensary through a 60% owned subsidiary, NMG SD. The Company consolidated 100% of the assets, liabilities and the operations of NMG SD with 40% disclosed as a non-controlling interest. |
Other Agreements
Other Agreements | 9 Months Ended |
Apr. 30, 2020 | |
Other Agreement [Abstract] | |
Other Agreements | 19. Other Agreements The Company and NMG Cathedral City (“NMG CC”) entered into a management and administrative services agreement (the “Management Agreement”) with Satellites Dip, LLC, (“SD”), a licensed cannabis business conducting commercial cannabis activity within the state of California. The one-year Management Agreement commenced on 6 June 2019 and encompassed the following: a. Management Fee: NMG CC will be paid a management fee of 30% of Net Profits or $10,000 per month, whichever is greater; b. Brand Licensing: NMG CC shall work to broker commercial arrangements between SD and third-party cannabis brand owners whereby SD licenses commercial cannabis brands from third parties in connection with SD’s commercial cannabis activity in exchange for a license fee; c. Equipment and Capital: NMG CC shall furnish all equipment and machinery necessary for SD’s manufacturing of the Branded Products. Any equipment provided by NMG CC to SD shall be owned by NMG CC in its entirety and, subject to SD’s approval of the terms, leased to SD pursuant to an Equipment Lease Agreement entered into between NMG CC and SD, dated 6 June 2019; and d. Loan: The Parties have entered into a certain secured loan agreement dated 6 June 2019 whereby NMG CC has loaned SD $250,000 (the “Loan”) to be used solely in connection with SD’s commercial cannabis activity. The Loan shall be due and payable on 6 June 2020 (the “Maturity Date”) and shall bear interest at a rate of 12% per annum which shall be accrued, compounded quarterly and payable on the Maturity Date. The Loan is secured by a security interest in and to all of SD’s assets. On 30 November 2019, NMG CC entered into a settlement and release agreement (the “Settlement Agreement”) with SD whereby NMG CC and SD agreed to terminate the Management Agreement and to enter into a mutual release of any and all claims related to the Management Agreement, subject to the terms of the Settlement Agreement. As of 30 November 2019, SD owed NMG CC management fees (the “Monies Owed”) under the Management Agreement. In consideration of NMG CC’s discharge of the Monies Owed, SD has agreed to pay NMG CC one-hundred percent (100%) of all proceeds received from the sale of all or any part of its inventory (the “Inventory”) as of 1 November 2019. Pursuant to the Settlement Agreement, SD shall provide monthly updates of the remaining Inventory until the Inventory has been fully exhausted. NMG CC will determine the sale price for any item in Inventory subject to the Settlement Agreement. Brand Director Agreement On 30 November 2019, NMG CC entered into a brand director agreement (the “Brand Director Agreement”) with SD. Pursuant to the Brand Director Agreement, SD has engaged NMG CC to provide certain advisory and brand director services in connection with SD’s manufacture of Company-branded products, as well as certain other products (the “Managed Products”) as agreed to by NMGCC (the “Brand Director Services”). The initial term of the Brand Director Agreement is six months and the parties may renew the Brand Director Agreement for successive three-month renewal periods. The Brand Director Services include: (a) managing SD’s production of the Managed Products; (b) payment of a reimbursement fee to SD equal to the amount of direct costs and direct taxes applicable to the Managed Products; (c) managing inventory of the Managed Products; and (d) directing SD to enter into distribution agreements and sale agreements with third-party commercial cannabis licensees for the distribution and sale of the Managed Products in accordance with applicable law. Pursuant to the Brand Director Agreement, NMG CC will pay a monthly fee (the “Contribution Fee”) of $5,000 to SD. In connection with the Brand Director Agreement, as partial repayment for the principal and interest accrued under a certain loan agreement (the “Loan Agreement”) between NMG CC and SD dated 6 June 2019, SD waives payment of the Contribution Fee for the first five (5) months of the Brand Direction Agreement. In consideration for the Brand Director Services, SD (as the “Licensee”) has agreed to pay NMG CC (in its capacity as the “Brand Director”) a brand director fee for each calendar month during the term of the Brand Director Agreement, whereby Licensee shall pay to Brand Director a fee to be calculated as follows: (x) net revenue for a single calendar month, multiplied by, (y) seventy-five percent (75%); (z) plus any fees to be paid to NMG CC in connection with the equipment lease agreement (the “Equipment Lease Agreement”) dated 6 June 2019 (the “Equipment Lease Fee”) added to the product of (x) and (y), the (q) total amount shall be the fee paid to NMG CC. If the net revenue, minus the product of (x) and (y) is less than the Equipment Lease Fee in any given month, the difference shall carry over to the subsequent month, to be added to that month’s Equipment Lease Fee, or the difference may be paid by Licensee at its sole option. Brand License Agreement On 30 November 2019, DEP entered into a brand license agreement (the “License Agreement”) with SD. Pursuant to the License Agreement, DEP granted SD a non-exclusive, non-transferable, and non-sub-licensable right (the “License”) to use certain licensed marks in connection with or on licensed products, solely in connection with SD’s commercial cannabis activity in California. In consideration for the License, SD will pay DEP a monthly fee equal to $100, payable on a quarterly basis. During the term of the License Agreement, SD must remain in compliance with all state and local cannabis rules and regulations in California, and maintain valid commercial cannabis licenses. SD will follow the guidance of DEP and only utilize packaging and labelling materials purchased from (or at the direction of) DEP. The License Agreement will be in full force and effect for the duration of the Brand Director Agreement. Equipment Purchase Agreement On 30 November 2019, NMG CC and SD entered into an equipment purchase agreement (the “Equipment Purchase Agreement”) pursuant to which NMG CC agreed to purchase certain equipment (the “Equipment”) from SD. The aggregate purchase price for the Equipment is $235,685 and will be applied to the outstanding balance under the Loan Agreement. First Amendment to the Equipment Lease Agreement On 30 November 2019, NMG CC and SD entered into an amendment (the “First Amendment”) to the Equipment Lease Agreement. Pursuant to the First Amendment, NMG CC and SD amended (i) the term of the Equipment Lease Agreement to be coterminous with the Brand Director Agreement; and (ii) to update the equipment being leased pursuant to the Equipment Lease Agreement and to update the monthly rental rate for the equipment being leased. Release & Satisfaction of Loan Agreement On 30 November 2019, NMG CC and SD entered into a release and satisfaction of loan agreement (the “Release Agreement”). Pursuant to the Release Agreement, NMG CC agreed that all indebtedness of SD to NMG CC arising from the Loan Agreement (and promissory note issued in connection with the Loan Agreement) is hereby satisfied and discharged in full. The release is granted based on SD’s obligations and duties pursuant to the Equipment Purchase Agreement and its five (5) month waiver of the Contribution Fee under the Brand Director Agreement. The Company recorded a loss of $239,328 related to the Settlement Agreement with SD (Note 13) as follows: Total amount settled $ 590,328 Future proceeds from Inventory 90,315 Credit towards future Contribution Fee 25,000 Production equipment acquired 235,685 Loss from the settlement $ 239,328 |
Lease Liabilities
Lease Liabilities | 9 Months Ended |
Apr. 30, 2020 | |
Leases [Abstract] | |
Lease Liabilities | 20. Lease Liabilities a) On 10 November 2017, NMG entered into a revised five-year lease agreement for the property located at 3375 Pepper Lane, Las Vegas, NV, containing approximately 18,000 square feet. The Company has four options to extend the lease and each option is for five years. The monthly rent was $12,500 plus common area expenses, which increased to $12,875 plus common area expenses on 1 January 2019. The guaranteed minimum monthly rent is subject to a 2% increase on each anniversary date of the lease. b) On 9 April 2019, NMG entered into a three-year lease agreement for the property located at 6420 Sunset Corporate Drive, Las Vegas, NV, containing approximately 7,700 square feet. The Company has one option to extend the lease for an additional three-year term and an option to purchase the property at any point during the initial term. The monthly rent is $6,026 plus $1,129 in common area expenses, totaling $7,156 every month. c) On 24 April 2020, the Company assumed a five-year lease dated 1 December 2018, as amended on 13 June 2019, for the property located at 7625 Carroll Road, San Diego, CA. The Company has three options to extend the lease and each option is for five years. The monthly rent is $15,450 per month increasing by 3% every year until 1 December 2022. The lease contains a sale bonus provision of $1,000,000 or 10% of the purchase price of the entire business, whichever is greater, in the event of sale or assignment of the lease. On adoption of ASC 842, Lease Accounting, the Company recognized right-of-use assets (Notes 7 and 13), and a corresponding increase in lease liabilities, in the amount of $1,187,116 which represented the present value of future lease payments using a discount rate of 12% per annum related to the two leases in Nevada, USA. The Company adopted the modified retrospective approach on adopting ASC 842 and accordingly the adoption was made effective 1 August 2019, with no restatement of the prior year comparatives. On the assumption of the lease in San Diego, California, the Company recognized right-of-use assets (Notes 7 and 13), and a corresponding increase in lease liabilities, in the amount of $1,078,611 which represented the present value of future lease payments using a discount rate of 12% per annum. During the three and nine months ended 30 April 2020, the Company recorded a lease expense of $54,477 and $166,107, respectively, related to the accretion of lease liabilities and the depreciation of right-of-use assets. Supplemental cash flow information related to leases was as follows: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 155,347 Right-of-use assets obtaining in exchange for lease obligations: Operating leases $ 2,265,727 Weighted-average remaining lease term – operating leases 7.78 years Weighted-average discount rate – operating leases 12 % The discount rate of 12% was determined by the Company as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Maturities of lease liabilities were as follows: Year Ending 31 July Operating Leases 2020 $ 102,895 2021 417,695 2022 440,658 2023 450,995 2024 457,030 2025 and thereafter 1,569,096 Total lease payments $ 3,438,369 Less imputed interest (1,308,710 ) Total $ 2,129,659 Less current portion (373,095 ) Long term portion 1,756,564 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Apr. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events On July 1, 2020, the Company issued 2,909,091 shares of common stock to Australis pursuant to the conversion of the convertible debenture (Note 10). On July 8, 2020, the Company cancelled an aggregate of 2,275,000 options, some of which were from the resignations of past directors, and issued an aggregate of 580,000 new options to consultants/contractors of the Company as follows: 1. 350,000 stock options were granted to a consultant of the Company at an exercise price of CAD$0.88 per share and having an expiry date of April 30, 2024. These stock options are subject to vesting provisions such that 25% of the options vest on the date of grant, 25% of the options vest on August 21, 2020, 25% of the options vest on February 21, 2021 and 25% of the Options vest on August 21, 2021; 2. 150,000 stock options were granted to a consultant of the Company at an exercise price of CAD$0.61 per share all vesting on the date of grant and having an expiry date of December 10, 2023; and 3. 80,000 stock options to a consultant of the Company at an exercise price of CAD$0.57 per share all vesting on the date of grant and having an expiry date of December 10, 2023. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation These condensed consolidated interim financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is 31 July. |
Amounts receivable | Amounts receivable Amounts receivable represents amounts owed from customers for sale of medical and recreational cannabis and sales tax recoverable. Amounts are presented net of the allowance for doubtful accounts, which represents the Company’s best estimate of the amount of probable credit losses in the existing accounts receivable balance. The Company determines the allowance for doubtful accounts based on historical experience and current economic conditions. The Company reviews the adequacy of its allowance for doubtful accounts on a quarterly basis. As of 30 April 2020 and 31 July 2019, the Company has no allowance for doubtful accounts. |
Revenue recognition | Revenue recognition The Company recognizes revenue from product sales when our customers obtain control of our products. This determination is based on the customer specific terms of the arrangement. Upon transfer of control, the Company has no further performance obligations. Due to the nature of the Company’s revenue from contracts with customers, the Company does not have material contract assets or liabilities that fall under the scope of ASC 606. The Company’s revenues accounted for under ASC 606, generally, do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales prices are generally fixed and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration. |
Inventory | Inventory Inventory consists of raw material, work in progress (live plants and plants in the drying process), finished goods, and consumables. The Company values its raw material, finished goods and consumables at the lower of the actual costs or its current estimated market value less costs to sell. The Company values its work in progress at cost. The Company periodically reviews its inventory for obsolete and potentially impaired items. As of 30 April 2020 and 31 July 2019, the Company has no allowance for inventory obsolescence. |
Property and equipment | Property and equipment Property and equipment are stated at cost and are amortized over their estimated useful lives on a straight-line basis as follows: Office equipment 7 years Cultivation equipment 7 years Production equipment 7 years Kitchen equipment 7 years Vehicles 7 years Vault equipment 7 years Leasehold improvements shorter of 15 years or the term of the lease |
Brands and licenses | Brands and licenses Intangible assets acquired from third parties are measured initially at fair value and either classified as indefinite life or finite life depending on their characteristics. Intangible assets with indefinite lives are tested for impairment at least annually and intangible assets with finite lives are reviewed for indicators of impairment at least annually. The Company’s brands and licenses acquired from NMG have indefinite lives; therefore no amortization is recognized. The Company’s brands and licenses acquired by NMG SD have a finite life of 13 years and are amortized over this estimated useful life on a straight-line basis. |
Income taxes | Income taxes Deferred income taxes are reported for timing differences between items of income or expense reported in the consolidated financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, and for tax losses and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not. |
Basic and diluted net loss per share | Basic and diluted net loss per share The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive. |
Comprehensive loss | Comprehensive loss ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive income/loss and its components in the condensed consolidated interim financial statements. As of 30 April 2020 and 31 July 2019, the Company reported foreign currency translation adjustments as other comprehensive income or loss and included a schedule of comprehensive income/loss in the condensed consolidated interim financial statements. |
Foreign currency translation | Foreign currency translation The Company’s functional currency is the Canadian dollar and its reporting currency is in the U.S. dollars. The Company’s subsidiaries have a functional currency of in U.S. dollars. The consolidated financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. Exchange gains and losses on inter-company balances that form part of the net investment in foreign operations are included in other comprehensive income. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of net loss. |
Stock-based compensation | Stock-based compensation The Company estimates the fair value of each stock option award at the grant date by using the Black-Scholes Option Pricing Model. The fair value determined represents the cost for the award and is recognized over the required service period, generally defined as the vesting period. The Company’s accounting policy is to recognize forfeitures as they occur. |
Fair value measurements | Fair value measurements The Company accounts for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are: · Level 1 – inputs are based upon unadjusted quoted prices for identical instruments in active markets. · Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. · Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Our Level 3 assets and liabilities include investments in other private entities, and goodwill and intangible assets, when they are recorded at fair value due to an impairment charge. Unobservable inputs used in the models are significant to the fair values of the assets and liabilities. The Company measures equity investments without readily determinable fair values on a nonrecurring basis. The fair values of these investments are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow projections. Other current financial assets and current financial liabilities have fair values that approximate their carrying values. |
Use of estimates and assumptions | Use of estimates and assumptions The preparation of condensed consolidated interim financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated interim financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates. |
Lease accounting | Lease accounting The Company adopted ASC 842, leases effective 1 August 2019 using a modified retrospective approach. Under ASC 842, leases are separated into two classifications: operating leases and financial leases. Lease classification under ASC 842 is relatively similar to ASC 840. For a lease to be classified as a finance lease, it must meet one of the five finance lease criteria: (1) transference of title/ownership to the lessee, (2) purchase option, (3) lease term for major part of the remaining economic life of the asset, (4) present value represents substantially all of the fair value of the asset, and (5) asset specialization. Any lease that does not meet these criteria is classified as an operating lease. ASC 842 requires all leases to be recognized on the Company’s balance sheet. Specifically, for operating leases, the Company recognize a right-of-use asset and a corresponding lease liability upon lease commitment. |
Nature and Continuance of Ope_2
Nature and Continuance of Operations (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of consolidation of entities and its ownership interest | Name Jurisdiction Ownership Date of acquisition or formation DEP Nevada Inc. (“DEP Nevada”) Nevada, USA 100% 10 August 2017 Nevada Medical Group LLC (“NMG”) Nevada, USA 100% 14 November 2017 NMG Retail LLC Nevada, USA 75% 14 September 2018 NMG Long Beach LLC California, USA 100% 18 December 2018 NMG Cathedral City LLC California, USA 100% 4 January 2019 NMG Chula Vista LLC California, USA 51% 10 January 2019 NMG San Diego LLC California, USA 60% 30 January 2019 |
Schedule of ownership interest by equity method investment in consolidation | Name Jurisdiction Ownership Date of acquisition or formation NMG Ohio LLC Ohio, USA 30% 27 April 2017 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment estimated useful lives | Office equipment 7 years Cultivation equipment 7 years Production equipment 7 years Kitchen equipment 7 years Vehicles 7 years Vault equipment 7 years Leasehold improvements shorter of 15 years or the term of the lease |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
Schedule of financial assets at fair value | As of 30 April 2020 As of 31 July 2019 Financial assets at fair value Cash $ 1,283,342 $ 9,004,716 Convertible loan receivable 1,066,386 52,225 Total financial assets at fair value $ 2,349,728 $ 9,056,941 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | 30 April 2020 31 July 2019 Work in progress $ 233,751 $ 208,417 Finished goods 837,948 615,108 Consumables 501,412 566,894 Total $ 1,573,111 $ 1,390,419 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Property And Equipment | |
Schedule of property and equipment | Office Equipment Cultivation Equipment Production Equipment Kitchen Equipment Vehicles Vault Equipment Leasehold Improvements Right-of-use Assets Total Cost: Balance, 31 July 2019 32,077 463,756 297,961 51,108 38,717 2,172 2,266,006 — 3,151,797 Additions 44,670 — 247,762 9,022 — — 1,871,394 — 2,172,848 ASC 842 adoption (Notes 13 and 20) — — — — — — — 2,265,727 2,265,727 Balance, 30 April 2020 76,747 463,756 545,723 60,130 38,717 2,172 4,137,400 2,265,727 7,590,372 Accumulated Depreciation: Balance, 31 July 2019 8,296 114,766 69,993 7,100 13,251 586 243,305 — 457,297 Depreciation 5,835 49,733 45,239 5,965 4,152 233 133,821 — 244,978 Asset lease expense (Note 20) — — — — — — — 136,068 136,068 Balance, 30 April 2020 14,131 164,499 115,232 13,065 17,403 819 377,126 136,068 838,343 Net Book Value: At 31 July 2019 23,781 348,990 227,968 44,008 25,466 1,586 2,022,701 — 2,694,500 At 30 April 2020 $ 62,616 $ 299,257 $ 430,491 $ 47,065 $ 21,314 $ 1,353 $ 3,760,274 $ 2,129,659 $ 6,752,029 |
Related Party Balances and Tr_2
Related Party Balances and Transactions (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | For the three months ended 30 April 2020 For the three months ended 30 April 2019 For the nine months ended 30 April 2020 For the nine months ended 30 April 2019 A company controlled by the President, Chief Executive Officer and a director Management fees $ 37,696 $ — $ 117,074 $ — A company controlled by the Chief Financial Officer and a director Management fees 21,758 — 69,658 — Accounting fees — 10,054 — 28,573 A company controlled by a former director and former President of NMG Management fees 49,999 50,027 66,665 150,673 A company controlled by the Corporate Secretary Management fees 16,387 26,412 47,376 45,402 Consulting fees (43) — 3,060 — A company controlled by the former Chief Executive Officer and a former director Management fees (129) 68,103 9,272 68,103 $ 125,668 $ 154,596 $ 313,105 $ 292,751 |
Capital Stock (Tables)
Capital Stock (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of fair value assumptions for stock options granted | Expected life of the options 5 years Expected volatility 265 % Expected dividend yield 0 % Risk-free interest rate 2.03 % Expected life of the options 3.125 years Expected volatility 195 % Expected dividend yield 0 % Risk-free interest rate 1.28 % Expected life of the options 3.125 years Expected volatility 194 % Expected dividend yield 0 % Risk-free interest rate 1.37 % Expected life of the options 3.125 years Expected volatility 173 % Expected dividend yield 0 % Risk-free interest rate 1.43 % Expected life of the options 3.125 years Expected volatility 127 % Expected dividend yield 0 % Risk-free interest rate 1.11 % Expected life of the options 3.125 years Expected volatility 133 % Expected dividend yield 0 % Risk-free interest rate 0.32 % |
Schedule of stock option activity | Number of options Weighted average exercise price Weighted average contractual term remaining (in years) Aggregate intrinsic value Outstanding at 31 July 2018 4,025,000 CAD$ 0.65 4.34 CAD$ - Granted 2,050,000 CAD$ 0.57 Outstanding at 31 July 2019 6,075,000 CAD$ 0.62 3.69 CAD$ 1,675,750 Granted 4,925,000 CAD$ 0.80 Cancelled (600,000 ) CAD$ 0.88 Outstanding at 30 April 2020 10,400,000 CAD$ 0.69 3.62 CAD$ 344,750 Vested and fully exercisable at 30 April 2020 6,700,000 CAD$ 0.65 3.07 CAD$ 278,500 |
Schedule of warrants activity | Number of warrants Weighted average exercise price Outstanding at 31 July 2018 10,106,820 CAD$ 0.89 Issued 28,415,284 CAD$ 0.93 Exercised (16,007,333 ) CAD$ 0.50 Outstanding at 31 July 2019 22,514,771 CAD$ 1.22 Exercised (165,715 ) CAD$ 0.73 Expired (9,933,772 ) CAD$ 0.89 Outstanding at 30 April 2020 12,415,284 CAD$ 1.49 |
Schedule of number of warrants outstanding and exercisable | Number of warrants outstanding and exercisable Exercise price Expiry dates 11,780,134 CAD$ 1.50 17 May 2023 635,150 CAD$ 1.25 16 May 2023 12,415,284 |
Supplemental Disclosures with_2
Supplemental Disclosures with Respect to Cash Flows (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Supplemental Disclosures With Respect To Cash Flows | |
Supplemental disclosures with respect to cash flows | Three Month Period Ended 30 April Nine Month Period Ended 30 April 2020 2019 2020 2019 Cash paid during the period for interest $ — $ — $ — $ — Cash paid during the period for income taxes $ — $ — $ — $ — |
Investment in NMG Ohio LLC (Tab
Investment in NMG Ohio LLC (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of reconciliation and summarized financial information of Investment in NMG Ohio LLC | 30 April 2020 31 July 2019 Opening balance $ 3,465,902 $ 77,600 Acquisition costs: Common shares issued to vendors at fair value — 1,448,805 Acquisition costs: Cash payments to vendors — 1,181,250 Dispensary build-out related costs 20,974 573,633 License fees — 100,000 Funds transferred 12,500 — Funds repaid (482,429 ) — Equity pickup 309,153 56,466 Foreign exchange (82,017 ) 28,148 Total $ 3,244,083 $ 3,465,902 30 April 2020 Current assets $ 951,270 Non-current assets 901,679 Total assets 1,852,949 Current liabilities 641,949 Non-current liabilities — Total liabilities 641,949 Revenues 3,425,234 Gross profit 1,480,299 Net income 1,030,510 Net income attributable to the Company $ 309,153 |
Investment in and advances to_2
Investment in and advances to GLDH (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Long-term Investments [Abstract] | |
Schedule of total investment in GLDH | 30 April 2020 31 July 2019 Opening balance $ 7,373,036 $ — Note receivable — 5,200,000 Share issuances 4,092,175 — Interest income accrued on the Note 780,000 693,333 Advances for working capital 1,947,040 666,876 Lease Assignment Agreement payment 750,000 783,765 Amount transferred to Property and Equipment (1,055,424 ) — Amount transferred to Brand and Licenses (3,663,508 ) — Expensed during the period (338,762 ) Foreign exchange (601,710 ) 29,062 Ending balance $ 9,282,847 $ 7,373,036 |
Other Agreements (Table)
Other Agreements (Table) | 9 Months Ended |
Apr. 30, 2020 | |
Other Agreement [Abstract] | |
Schedule of information related to the Settlement Agreement with SD | Total amount settled $ 590,328 Future proceeds from Inventory 90,315 Credit towards future Contribution Fee 25,000 Production equipment acquired 235,685 Loss from the settlement $ 239,328 |
Lease Liabilities (Tables)
Lease Liabilities (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Leases [Abstract] | |
Schedule of supplemental cash flow information related to leases | Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 155,347 Right-of-use assets obtaining in exchange for lease obligations: Operating leases $ 2,265,727 Weighted-average remaining lease term – operating leases 7.78 years Weighted-average discount rate – operating leases 12 % |
Schedule of Maturities of lease liabilities | Year Ending 31 July Operating Leases 2020 $ 102,895 2021 417,695 2022 440,658 2023 450,995 2024 457,030 2025 and thereafter 1,569,096 Total lease payments $ 3,438,369 Less imputed interest (1,308,710 ) Total $ 2,129,659 Less current portion (373,095 ) Long term portion 1,756,564 |
Nature and Continuance of Ope_3
Nature and Continuance of Operations (Details) | Apr. 30, 2020 |
DEP Nevada Inc. ("DEP Nevada") | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Ownership | 100.00% |
Nevada Medical Group LLC (NMG) | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Ownership | 100.00% |
NMG Retail LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Ownership | 75.00% |
NMG Long Beach LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Ownership | 100.00% |
NMG Cathedral City LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Ownership | 100.00% |
NMG Chula Vista LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Ownership | 51.00% |
NMG San Diego LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Ownership | 60.00% |
Nature and Continuance of Ope_4
Nature and Continuance of Operations (Details 1) | Apr. 30, 2020 |
NMG Ohio LLC | |
Schedule of Equity Method Investments [Line Items] | |
Equity method investment, ownership percentage | 30.00% |
Nature and Continuance of Ope_5
Nature and Continuance of Operations (Details Narrative) | 9 Months Ended | |
Apr. 30, 2020 | May 31, 2004 | |
State of incorporation | Delaware | |
Date of incorporation | Nov. 5, 1998 | |
Vocalscape Inc | ||
Ownership percentage | 100.00% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | 9 Months Ended |
Apr. 30, 2020 | |
Office Equipment | |
Estimated useful lives | 7 years |
Cultivation Equipment | |
Estimated useful lives | 7 years |
Production Equipment | |
Estimated useful lives | 7 years |
Kitchen Equipment | |
Estimated useful lives | 7 years |
Vehicles | |
Estimated useful lives | 7 years |
Vault Equipment | |
Estimated useful lives | 7 years |
Leasehold Improvements | |
Estimated useful lives | shorter of 15 years or the term of the lease |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract] | ||
Cash | $ 1,283,342 | $ 9,004,716 |
Convertible loan receivable | 1,066,386 | 52,225 |
Total financial assets at fair value | $ 2,349,728 | $ 9,056,941 |
Financial Instruments (Details
Financial Instruments (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Apr. 30, 2020 | Apr. 30, 2019 | Jan. 31, 2020 | Jan. 31, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2019 | |
Investments, All Other Investments [Abstract] | |||||||
Retained Earnings (Accumulated Deficit) | $ (13,813,789) | $ (13,813,789) | $ (10,525,062) | ||||
Net loss for the period | (1,292,083) | $ (43,871) | $ (2,132,149) | $ (1,975,474) | (3,424,232) | $ (2,019,345) | |
Negative cash flows from operations | (2,738,078) | $ (827,219) | |||||
Working capital deficit | $ 4,039,470 | $ 4,039,470 |
Inventory (Details)
Inventory (Details) - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Work in progress | $ 233,751 | $ 208,417 |
Finished goods | 837,948 | 615,108 |
Consumables | 501,412 | 566,894 |
Total | $ 1,573,111 | $ 1,390,419 |
Convertible loan receivable (De
Convertible loan receivable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2019 | |
Convertible loan receivable [Line Items] | |||||
Convertible loan receivable | $ 1,066,386 | $ 1,066,386 | $ 52,225 | ||
Accrued interest income | 18,000 | 72,000 | |||
Interests receivable | 72,000 | $ 27,000 | 72,000 | $ 27,000 | $ 27,000 |
NMG | |||||
Convertible loan receivable [Line Items] | |||||
Loan bears interest per month | 6,000 | $ 6,000 | |||
Percentage of monthly management fee | 66.67% | ||||
CCG | Convertible loan agreement | |||||
Convertible loan receivable [Line Items] | |||||
Proceeds from fund construction | 1,250,000 | $ 1,250,000 | |||
Loan bears interest per month | $ 6,000 | $ 6,000 | |||
Outstanding units percentage | 40.00% | 40.00% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2019 | |
Cost: | |||
Balance | $ 3,151,797 | ||
Additions | 2,172,848 | ||
ASC 842 adoption (Note 20) | 2,265,727 | ||
Balance | 7,590,372 | $ 3,151,797 | |
Accumulated Depreciation: | |||
Balance | 457,297 | ||
Depreciation | 244,978 | $ 213,727 | |
Asset lease expense (Note 20) | 136,068 | ||
Balance | 838,343 | 457,297 | |
Net Book Value | |||
Net Book Value: | 6,752,029 | 2,694,500 | |
Office Equipment | |||
Cost: | |||
Balance | 32,077 | ||
Additions | 44,670 | ||
ASC 842 adoption (Note 20) | 0 | ||
Balance | 76,747 | 32,077 | |
Accumulated Depreciation: | |||
Balance | 8,296 | ||
Depreciation | 5,835 | ||
Asset lease expense (Note 20) | 0 | ||
Balance | 14,131 | 8,296 | |
Net Book Value | |||
Net Book Value: | 62,616 | 23,781 | |
Cultivation Equipment | |||
Cost: | |||
Balance | 463,756 | ||
Additions | 0 | ||
ASC 842 adoption (Note 20) | 0 | ||
Balance | 463,756 | 463,756 | |
Accumulated Depreciation: | |||
Balance | 114,766 | ||
Depreciation | 49,733 | ||
Asset lease expense (Note 20) | 0 | ||
Balance | 164,499 | 114,766 | |
Net Book Value | |||
Net Book Value: | 299,257 | 348,990 | |
Production Equipment | |||
Cost: | |||
Balance | 297,961 | ||
Additions | 247,762 | ||
ASC 842 adoption (Note 20) | 0 | ||
Balance | 545,723 | 297,961 | |
Accumulated Depreciation: | |||
Balance | 69,993 | ||
Depreciation | 45,239 | ||
Asset lease expense (Note 20) | 0 | ||
Balance | 115,232 | 69,993 | |
Net Book Value | |||
Net Book Value: | 430,491 | 227,968 | |
Kitchen Equipment | |||
Cost: | |||
Balance | 51,108 | ||
Additions | 9,022 | ||
ASC 842 adoption (Note 20) | 0 | ||
Balance | 60,130 | 51,108 | |
Accumulated Depreciation: | |||
Balance | 7,100 | ||
Depreciation | 5,965 | ||
Asset lease expense (Note 20) | 0 | ||
Balance | 13,065 | 7,100 | |
Net Book Value | |||
Net Book Value: | 47,065 | 44,008 | |
Vehicles | |||
Cost: | |||
Balance | 38,717 | ||
Additions | 0 | ||
ASC 842 adoption (Note 20) | 0 | ||
Balance | 38,717 | 38,717 | |
Accumulated Depreciation: | |||
Balance | 13,251 | ||
Depreciation | 4,152 | ||
Asset lease expense (Note 20) | 0 | ||
Balance | 17,403 | 13,251 | |
Net Book Value | |||
Net Book Value: | 21,314 | 25,466 | |
Vault Equipment | |||
Cost: | |||
Balance | 2,172 | ||
Additions | 0 | ||
ASC 842 adoption (Note 20) | 0 | ||
Balance | 2,172 | 2,172 | |
Accumulated Depreciation: | |||
Balance | 586 | ||
Depreciation | 233 | ||
Asset lease expense (Note 20) | 0 | ||
Balance | 819 | 586 | |
Net Book Value | |||
Net Book Value: | 1,353 | 1,586 | |
Leasehold Improvements | |||
Cost: | |||
Balance | 2,266,006 | ||
Additions | 1,871,394 | ||
ASC 842 adoption (Note 20) | 0 | ||
Balance | 4,137,400 | 2,266,006 | |
Accumulated Depreciation: | |||
Balance | 243,305 | ||
Depreciation | 133,821 | ||
Asset lease expense (Note 20) | 0 | ||
Balance | 377,126 | 243,305 | |
Net Book Value | |||
Net Book Value: | 3,760,274 | 2,022,701 | |
Right of use Assets | |||
Cost: | |||
Balance | 0 | ||
Additions | 0 | ||
ASC 842 adoption (Note 20) | 2,265,727 | ||
Balance | 2,265,727 | 0 | |
Accumulated Depreciation: | |||
Balance | 0 | ||
Depreciation | 0 | ||
Asset lease expense (Note 20) | 136,068 | ||
Balance | 136,068 | 0 | |
Net Book Value | |||
Net Book Value: | $ 2,129,659 | $ 0 |
Property and Equipment (Detail
Property and Equipment (Detail Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Property Plant And Equipment Abstract | ||||
Depreciation | $ 15,431 | $ 3,138 | $ 25,637 | $ 9,626 |
Cost, Depreciation | $ 71,692 | $ 68,688 | $ 219,341 | $ 204,101 |
Related Party Balances and Tr_3
Related Party Balances and Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Related Party Transaction [Line Items] | ||||
Management fees | $ 125,668 | $ 154,596 | $ 313,105 | $ 292,751 |
Consulting fees | 101,554 | 79,356 | 457,734 | 189,643 |
President and Chief Executive Officer | ||||
Related Party Transaction [Line Items] | ||||
Management fees | 37,696 | 0 | 117,074 | 0 |
Chief Financial Officer and a director | ||||
Related Party Transaction [Line Items] | ||||
Management fees | 21,758 | 0 | 69,658 | 0 |
Accounting fees | 0 | 10,054 | 0 | 28,573 |
Former director and former President | ||||
Related Party Transaction [Line Items] | ||||
Management fees | 49,999 | 50,027 | 66,665 | 150,673 |
Corporate Secretary | ||||
Related Party Transaction [Line Items] | ||||
Management fees | 16,387 | 26,412 | 47,376 | 45,402 |
Consulting fees | (43) | 0 | 3,060 | 0 |
Former Chief Executive Officer and former director | ||||
Related Party Transaction [Line Items] | ||||
Management fees | $ (129) | $ 68,103 | $ 9,272 | $ 68,103 |
Related Party Balances and Tr_4
Related Party Balances and Transactions (Details Narrative) - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Related Party Transaction [Line Items] | ||
Due to Related Parties, Current | $ 27,979 | $ 12,952 |
Chief Executive Officer | ||
Related Party Transaction [Line Items] | ||
Due to Related Parties, Current | 20,431 | 7,825 |
Chief Financial Officer | ||
Related Party Transaction [Line Items] | ||
Due to Related Parties, Current | $ 7,548 | $ 5,127 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Nov. 29, 2018 | Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2019 | |
Common stock share issued | 104,534,221 | 97,279,891 | ||
Accrued interest | $ 246,442 | |||
Accretion expense | $ 422,532 | |||
Australis | ||||
Promissory note | $ 4,000,000 | |||
Interest rate | 15.00% | |||
Maturity terms | 2 years | |||
Common stock share issued | 1,105,083 | |||
Early Repayment penalty | $ 200,000 | |||
Deferred finance costs | $ (822,494) |
Convertible debenture (Details
Convertible debenture (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Apr. 30, 2019USD ($) | Apr. 30, 2020CAD ($)shares | Apr. 30, 2020USD ($)shares | Apr. 30, 2019USD ($) | Jul. 31, 2019USD ($) | Apr. 30, 2020USD ($) | Oct. 30, 2018CAD ($)$ / shares | Oct. 30, 2018USD ($) | |
Short-term Debt [Line Items] | ||||||||
Beneficial conversion feature | $ 116,714 | $ 88,797 | ||||||
Accrued interest expense | $ 98,392 | |||||||
Convertible debentures | $ 1,483,636 | $ 1,128,750 | ||||||
Interest rate | 11.30% | 11.30% | ||||||
Interest paid | 72,623 | |||||||
Interest paid advanced | $ 88,821 | |||||||
Conversion shares issued | shares | 2,909,091 | 2,909,091 | ||||||
Accrued interest and accretion | $ 15,934 | $ 131,850 | $ 48,296 | |||||
Australis | Investment Agreement | ||||||||
Short-term Debt [Line Items] | ||||||||
Unsecured convertible debenture | $ 1,600,000 | $ 1,217,547 | ||||||
Acquired warrant unit price | $ / shares | $ 0.55 | |||||||
Interest rate | 8.00% | 8.00% |
Capital Stock (Details)
Capital Stock (Details) | Mar. 01, 2020 | Oct. 01, 2019 | Dec. 11, 2018 | Apr. 30, 2020 | Jan. 23, 2020 | Aug. 21, 2019 |
Stockholders' Equity Note [Abstract] | ||||||
Expected life of the options | 3 years 1 month 15 days | 3 years 1 month 15 days | 5 years | 3 years 1 month 15 days | 3 years 1 month 15 days | 3 years 1 month 15 days |
Expected volatility | 127.00% | 194.00% | 265.00% | 133.00% | 173.00% | 195.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 1.11% | 1.37% | 2.03% | 0.32% | 1.43% | 1.28% |
Capital Stock (Details 1)
Capital Stock (Details 1) - Stock options | Oct. 01, 2019$ / sharesshares | Dec. 11, 2018$ / sharesshares | Apr. 30, 2020CAD ($)$ / sharesshares | Jul. 31, 2019CAD ($)$ / sharesshares | Jul. 31, 2018USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Opening balance | shares | 6,075,000 | 4,025,000 | |||
Number of options, Options granted | shares | 250,000 | 2,050,000 | 4,925,000 | 2,050,000 | |
Option cancelled | shares | (600,000) | ||||
Closing balance | shares | 10,400,000 | 6,075,000 | 4,025,000 | ||
Number of options, Vested and fully exercisable | shares | 6,700,000 | ||||
Weighted average exercise price, opening balance | $ / shares | $ 0.62 | $ 0.65 | |||
Exercise price of stock options granted | $ / shares | $ 0.93 | $ 0.57 | 0.80 | 0.57 | |
Weighted average exercise price, options Cancelled | $ / shares | 0.88 | ||||
Weighted average exercise price, closing balance | $ / shares | 0.69 | $ 0.62 | $ 0.65 | ||
Weighted average exercise price, Vested and fully exercisable | $ / shares | $ 0.65 | ||||
Weighted average contractual term remaining (in years) | 3 years 7 months 13 days | 3 years 8 months 8 days | 4 years 4 months 2 days | ||
Weighted average contractual term remaining (in years), Vested and fully exercisable | 3 years 25 days | ||||
Aggregate intrinsic value | $ 344,750 | $ 1,675,750 | $ 0 | ||
Aggregate intrinsic value, Vested and fully exercisable | $ | $ 278,500 |
Capital Stock (Details 2)
Capital Stock (Details 2) - $ / shares | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Nov. 30, 2018 | Apr. 30, 2020 | Jul. 31, 2019 | Nov. 04, 2019 | Oct. 04, 2019 | Sep. 12, 2019 | Aug. 12, 2019 | |
Closing balance | 12,415,284 | ||||||
Weighted average exercise price, Issued | $ 0.50 | ||||||
Weighted average exercise price, Exercised | $ 0.90 | $ 0.90 | $ 0.66 | $ 0.66 | |||
Share purchase warrants and brokers' warrants | |||||||
Opening balance | 22,514,771 | 10,106,820 | |||||
Issued | 28,415,284 | ||||||
Exercised | (165,715) | (16,007,333) | |||||
Expired | (9,933,772) | ||||||
Closing balance | 12,415,284 | 22,514,771 | |||||
Weighted average exercise price, opening balance | $ 1.22 | $ 0.89 | |||||
Weighted average exercise price, Issued | 0.93 | ||||||
Weighted average exercise price, Exercised | 0.73 | 0.50 | |||||
Weighted average exercise price, Expired | 0.89 | ||||||
Weighted average exercise price, closing balance | $ 1.49 | $ 1.22 |
Capital Stock (Details 3)
Capital Stock (Details 3) - $ / shares | 9 Months Ended | ||||
Apr. 30, 2020 | Nov. 04, 2019 | Oct. 04, 2019 | Sep. 12, 2019 | Aug. 12, 2019 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Number of warrants outstanding and exercisable | 12,415,284 | ||||
Warrants price per share | $ 0.90 | $ 0.90 | $ 0.66 | $ 0.66 | |
Exercise price CAD$1.50 | |||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Number of warrants outstanding and exercisable | 11,780,134 | ||||
Exercise price | $ 1.50 | ||||
Expiry dates | 17 May 2023 | ||||
Exercise price CAD$1.25 | |||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Number of warrants outstanding and exercisable | 635,150 | ||||
Exercise price | $ 1.25 | ||||
Expiry dates | 16 May 2023 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) | Mar. 01, 2020CAD ($)$ / sharesshares | Mar. 01, 2020USD ($)shares | Nov. 14, 2019shares | Nov. 04, 2019CAD ($)$ / sharesshares | Nov. 04, 2019USD ($)shares | Oct. 04, 2019CAD ($)$ / sharesshares | Oct. 04, 2019USD ($)shares | Oct. 01, 2019CAD ($)$ / sharesshares | Oct. 01, 2019USD ($)shares | Sep. 12, 2019CAD ($)$ / sharesshares | Sep. 12, 2019USD ($)shares | Aug. 12, 2019CAD ($)$ / sharesshares | Aug. 12, 2019USD ($)shares | Dec. 11, 2018CAD ($)$ / sharesshares | Dec. 11, 2018USD ($)shares | Nov. 02, 2018CAD ($)$ / sharesshares | Nov. 02, 2018USD ($)$ / sharesshares | Apr. 30, 2020CAD ($)$ / sharesshares | Apr. 30, 2020USD ($)shares | Apr. 24, 2020CAD ($)shares | Apr. 24, 2020USD ($)shares | Jan. 23, 2020CAD ($)$ / sharesshares | Jan. 23, 2020USD ($)shares | Aug. 21, 2019CAD ($)$ / sharesshares | Aug. 21, 2019USD ($)shares | Jan. 31, 2019USD ($)shares | Nov. 30, 2018CAD ($)$ / sharesshares | Nov. 30, 2018USD ($)shares | Nov. 29, 2018USD ($)shares | Apr. 30, 2020CAD ($)$ / sharesshares | Apr. 30, 2020USD ($) | Jan. 31, 2020USD ($) | Apr. 30, 2020CAD ($)$ / sharesshares | Apr. 30, 2020USD ($)shares | Apr. 30, 2019USD ($) | Jul. 31, 2019$ / sharesshares | Apr. 30, 2020$ / sharesshares | Jul. 31, 2019$ / sharesshares | May 14, 2019USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Capital stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||
Capital stock, shares authorized | 900,000,000 | 900,000,000 | 900,000,000 | 900,000,000 | 900,000,000 | 900,000,000 | |||||||||||||||||||||||||||||||||
Preferred stock converted into common shares | 2,909,091 | 2,909,091 | |||||||||||||||||||||||||||||||||||||
Common stock shares issued | 3,206,160 | 3,206,160 | |||||||||||||||||||||||||||||||||||||
Warrants shares issued | 3,206,160 | 3,206,160 | |||||||||||||||||||||||||||||||||||||
Warrant exercisable price per share | $ / shares | $ 0.50 | ||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 17,786 | 22,485 | 22,485 | 22,727 | 22,727 | 38,912 | 38,912 | 81,591 | 81,591 | ||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 25,682 | $ 19,450 | $ 1,603,080 | $ 1,205,196 | $ 90,840 | $ 6,605,423 | |||||||||||||||||||||||||||||||||
Exercised | $ 20,236 | $ 15,291 | $ 20,454 | $ 15,360 | $ 53,850 | $ 40,765 | |||||||||||||||||||||||||||||||||
Common stock shares issued upon exercise of warrants | 70,500 | 22,485 | 22,485 | 22,727 | 22,727 | 38,912 | 38,912 | 81,591 | 81,591 | ||||||||||||||||||||||||||||||
Warrants price per share | $ / shares | $ 0.90 | $ 0.90 | $ 0.66 | $ 0.66 | |||||||||||||||||||||||||||||||||||
Amount related to issued common shares | $ | $ 1,342,175 | $ 2,752,782 | |||||||||||||||||||||||||||||||||||||
Share purchase warrants and brokers' warrants | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Warrant exercisable price per share | $ / shares | $ 0.93 | ||||||||||||||||||||||||||||||||||||||
Expired | 9,933,772 | 9,933,772 | |||||||||||||||||||||||||||||||||||||
Warrants price per share | $ / shares | $ 0.73 | $ 0.73 | $ 0.73 | $ 0.50 | |||||||||||||||||||||||||||||||||||
Stock options | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock options granted | 250,000 | 250,000 | 2,050,000 | 2,050,000 | 4,925,000 | 4,925,000 | 2,050,000 | ||||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.93 | $ 0.57 | $ 0.80 | $ 0.57 | |||||||||||||||||||||||||||||||||||
Fair value of stock options | $ 191,960 | $ 145,045 | $ 1,818,232 | $ 1,373,856 | |||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 43,457 | 31,753 | $ 112,436 | $ 84,012 | |||||||||||||||||||||||||||||||||||
Percentage of issued and outstanding common shares | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||||
Purchase agreement NMG SD settlement agreement and lease assignment agreement | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 4,337,111 | 4,337,111 | |||||||||||||||||||||||||||||||||||||
Employee stock option | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock options granted | 200,000 | 200,000 | |||||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.88 | ||||||||||||||||||||||||||||||||||||||
Fair value of stock options | $ 90,608 | $ 68,645 | |||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 23,212 | 17,318 | $ 25,707 | 19,208 | |||||||||||||||||||||||||||||||||||
Employee stock option | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock options granted | 250,000 | 250,000 | |||||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.41 | ||||||||||||||||||||||||||||||||||||||
Fair value of stock options | $ 75,331 | $ 56,287 | |||||||||||||||||||||||||||||||||||||
Stock-based compensation | 13,078 | 9,772 | 13,078 | 9,772 | |||||||||||||||||||||||||||||||||||
Employee stock option | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock options granted | 1,375,000 | 1,375,000 | |||||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.67 | ||||||||||||||||||||||||||||||||||||||
Fair value of stock options | $ 701,863 | $ 524,432 | |||||||||||||||||||||||||||||||||||||
Stock-based compensation | 2,031 | 1,517 | 2,031 | 1,517 | |||||||||||||||||||||||||||||||||||
Australis | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 1,105,083 | ||||||||||||||||||||||||||||||||||||||
Finance fee fair valued | $ | $ 822,494 | ||||||||||||||||||||||||||||||||||||||
Australis | Investment Agreement | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 1,768,545 | ||||||||||||||||||||||||||||||||||||||
Common stock share subscriptions receivable | $ | $ 787,123 | ||||||||||||||||||||||||||||||||||||||
Consultant | Stock options | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Fair value of stock options | $ 1,165,117 | $ 881,644 | |||||||||||||||||||||||||||||||||||||
Toro Pacific Management Inc. (the "Transferor") | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Escrowed shares issued | 70,500 | ||||||||||||||||||||||||||||||||||||||
Escrowed shares fair value | $ | $ 22,689 | ||||||||||||||||||||||||||||||||||||||
NMG Ohio LLC | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 2,380,398 | ||||||||||||||||||||||||||||||||||||||
Common stock value | $ | $ 1,448,805 | ||||||||||||||||||||||||||||||||||||||
Acquiring revenue remaining performance obligation | 70.00% | ||||||||||||||||||||||||||||||||||||||
Director | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock options granted | 2,850,000 | 2,850,000 | |||||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.88 | ||||||||||||||||||||||||||||||||||||||
Expired | 200,000 | 200,000 | 400,000 | 400,000 | |||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 282,777 | $ 202,989 | $ 1,081,175 | $ 807,855 | |||||||||||||||||||||||||||||||||||
NMG | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Amount related to issued common shares | $ 1,796,272 | $ 1,342,175 | |||||||||||||||||||||||||||||||||||||
Number of common shares issued | 2,681,004 | 2,681,004 | |||||||||||||||||||||||||||||||||||||
Options vest six months from the date of grant | Stock options | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock option vesting period percentage | 25.00% | 25.00% | |||||||||||||||||||||||||||||||||||||
Options vest six months from the date of grant | Employee stock option | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock option vesting period percentage | 25.00% | 25.00% | |||||||||||||||||||||||||||||||||||||
Options vest six months from the date of grant | Employee stock option | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock option vesting period percentage | 25.00% | 25.00% | |||||||||||||||||||||||||||||||||||||
Options vest six months from the date of grant | Employee stock option | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock option vesting period percentage | 25.00% | 25.00% | |||||||||||||||||||||||||||||||||||||
Options vest six months from the date of grant | Director | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock option vesting period percentage | 25.00% | 25.00% | |||||||||||||||||||||||||||||||||||||
Options vest twelve months from the date of grant | Stock options | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock option vesting period percentage | 25.00% | 25.00% | |||||||||||||||||||||||||||||||||||||
Options vest twelve months from the date of grant | Employee stock option | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock option vesting period percentage | 25.00% | 25.00% | |||||||||||||||||||||||||||||||||||||
Options vest twelve months from the date of grant | Employee stock option | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock option vesting period percentage | 25.00% | 25.00% | |||||||||||||||||||||||||||||||||||||
Options vest twelve months from the date of grant | Employee stock option | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock option vesting period percentage | 25.00% | 25.00% | |||||||||||||||||||||||||||||||||||||
Options vest twelve months from the date of grant | Director | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock option vesting period percentage | 25.00% | 25.00% | |||||||||||||||||||||||||||||||||||||
Options vest eighteen months from the date of grant | Stock options | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock option vesting period percentage | 25.00% | 25.00% | |||||||||||||||||||||||||||||||||||||
Options vest eighteen months from the date of grant | Employee stock option | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock option vesting period percentage | 25.00% | 25.00% | |||||||||||||||||||||||||||||||||||||
Options vest eighteen months from the date of grant | Employee stock option | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock option vesting period percentage | 25.00% | 25.00% | |||||||||||||||||||||||||||||||||||||
Options vest eighteen months from the date of grant | Employee stock option | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock option vesting period percentage | 25.00% | 25.00% | |||||||||||||||||||||||||||||||||||||
Options vest eighteen months from the date of grant | Director | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock option vesting period percentage | 25.00% | 25.00% | |||||||||||||||||||||||||||||||||||||
Options vest twenty-four months from the date of grant | Stock options | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock option vesting period percentage | 25.00% | 25.00% | |||||||||||||||||||||||||||||||||||||
Options vest twenty-four months from the date of grant | Employee stock option | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock option vesting period percentage | 25.00% | 25.00% | |||||||||||||||||||||||||||||||||||||
Options vest twenty-four months from the date of grant | Employee stock option | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock option vesting period percentage | 25.00% | 25.00% | |||||||||||||||||||||||||||||||||||||
Options vest twenty-four months from the date of grant | Employee stock option | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock option vesting period percentage | 25.00% | 25.00% | |||||||||||||||||||||||||||||||||||||
Options vest twenty-four months from the date of grant | Director | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock option vesting period percentage | 25.00% | 25.00% | |||||||||||||||||||||||||||||||||||||
Private placement | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||
Private placements shares issued | 16,000,000 | 16,000,000 | |||||||||||||||||||||||||||||||||||||
Subscription receipts per price | (per share) | $ 0.40 | $ 0.30 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of private placement | $ 6,400,000 | $ 4,883,840 | |||||||||||||||||||||||||||||||||||||
Cash paid for finder fees | $ | $ 152,720 | ||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 322,581 | 322,581 | |||||||||||||||||||||||||||||||||||||
Common stock value | $ | $ 221,691 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable price per share | $ / shares | $ 0.50 |
Segmented Information and Maj_2
Segmented Information and Major Customers (Details Narrative) | 9 Months Ended |
Apr. 30, 2020 | |
Segment Reporting [Abstract] | |
Percentage of revenues from major customer | over 10% |
Percentage of revenues from major customer | 10.00% |
Supplemental Disclosures with_3
Supplemental Disclosures with Respect to Cash Flows (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Supplemental Disclosures With Respect To Cash Flows Details Abstract | ||||
Cash paid during the period for interest | $ 0 | $ 0 | $ 0 | $ 0 |
Cash paid during the period for income taxes | $ 0 | $ 0 | $ 0 | $ 0 |
Supplemental Disclosures with_4
Supplemental Disclosures with Respect to Cash Flows (Details Narrative) - USD ($) | Aug. 12, 2019 | Apr. 24, 2020 | Nov. 30, 2019 | Apr. 30, 2020 | Jan. 31, 2020 | Apr. 30, 2020 |
Supplemental Disclosures With Respect To Cash Flows [Line Items] | ||||||
Loss on settlement | $ 0 | $ 239,328 | ||||
Amount related to issued common shares | 1,342,175 | $ 2,752,782 | ||||
NMG | ||||||
Supplemental Disclosures With Respect To Cash Flows [Line Items] | ||||||
Amount related to issued common shares | $ 2,752,782 | $ 1,342,175 | ||||
Number of common shares issued | 4,337,111 | 2,681,004 | ||||
Leases liabilities | $ 1,078,611 | $ 1,078,611 | ||||
Discount rate for present value of future lease payments | 12.00% | 12.00% | ||||
Escrow release | $ 17,786 | |||||
Adoption of ASC 842 | ||||||
Supplemental Disclosures With Respect To Cash Flows [Line Items] | ||||||
Leases liabilities | $ 1,187,116 | $ 1,187,116 | ||||
Discount rate for present value of future lease payments | 12.00% | 12.00% | ||||
Settlement Agreement with SD | NMG | ||||||
Supplemental Disclosures With Respect To Cash Flows [Line Items] | ||||||
Settlement of aggregate receivable amount | $ 590,328 | |||||
Accounts receivable from future sale of Inventory | 90,315 | |||||
Future credit towards the contribution fee | 25,000 | |||||
Future credit towards production equipment | 235,685 | |||||
Loss on settlement | $ (239,328) |
Business Acquisition (Details N
Business Acquisition (Details Narrative) - USD ($) | Nov. 13, 2017 | Nov. 30, 2018 |
Business Acquisition [Line Items] | ||
Class of warrants issue price | 3,206,160 | |
Nevada Medical Group LLC (NMG) | Assignment Agreement | ||
Business Acquisition [Line Items] | ||
Number of shares issued under acquisition | 1,000,000 | |
Remaining number of shares issued under acquisition | 423,000 | |
Remaining fair value of number of shares issued under acquisition | $ 135,202 | |
Nevada Medical Group LLC (NMG) | Benjamin Rutledge | Assignment Agreement | ||
Business Acquisition [Line Items] | ||
Number of shares issued under acquisition | 470,000 | |
Nevada Medical Group LLC (NMG) | Toro Pacific Management Inc. (the "Transferor") | Assignment Agreement | ||
Business Acquisition [Line Items] | ||
Number of shares issued under acquisition | 470,000 |
Commitments (Details Narrative)
Commitments (Details Narrative) | Jun. 13, 2019USD ($) | Mar. 08, 2019USD ($) | Oct. 30, 2018USD ($) | Apr. 30, 2020USD ($) | Apr. 23, 2020USD ($) | Nov. 25, 2019USD ($) | Aug. 21, 2019CAD ($) | Aug. 21, 2019USD ($) | Oct. 25, 2017USD ($) |
President and the Chief Executive Officer | |||||||||
Loss Contingencies [Line Items] | |||||||||
Periodic rent payable, amount | $ 12,500 | ||||||||
Chief Financial Officer | |||||||||
Loss Contingencies [Line Items] | |||||||||
Periodic rent payable, amount | $ 10,000 | ||||||||
Chief Operating Officer | |||||||||
Loss Contingencies [Line Items] | |||||||||
Periodic rent payable, amount | 15,000 | ||||||||
Corporate Secretary | |||||||||
Loss Contingencies [Line Items] | |||||||||
Periodic rent payable, amount | $ 7,500 | ||||||||
Former President of NMG and director | |||||||||
Loss Contingencies [Line Items] | |||||||||
Periodic rent payable, amount | $ 25,000 | 16,666 | |||||||
Former Chief Executive Officer and an advisor | |||||||||
Loss Contingencies [Line Items] | |||||||||
Periodic rent payable, amount | $ 12,500 | ||||||||
Investment Agreement | |||||||||
Loss Contingencies [Line Items] | |||||||||
Frequency of periodic payment | monthly | monthly | |||||||
Periodic consulting fees payable | $ 10,000 | $ 12,000 | |||||||
Increased in periodic payments of consulting fees | $ 16,500 | ||||||||
Term of contract | 5 years | ||||||||
Ownership percentage for increased in monthly services fee | 10.00% | ||||||||
Carroll Road | |||||||||
Loss Contingencies [Line Items] | |||||||||
Description for lease option to extend | the Company has three options to extend the lease and each option is for five years | ||||||||
Periodic rent payable, amount | $ 15,000 | ||||||||
Term of lease | 5 years | ||||||||
Carroll Road | Minimum | |||||||||
Loss Contingencies [Line Items] | |||||||||
Percentage of increased minimum monthly rent | 1.00% | ||||||||
Carroll Road | Maximum | |||||||||
Loss Contingencies [Line Items] | |||||||||
Percentage of increased minimum monthly rent | 6.00% | ||||||||
E Anaheim St | |||||||||
Loss Contingencies [Line Items] | |||||||||
Periodic rent payable, amount | $ 6,636 | ||||||||
Term of lease | 5 years | ||||||||
Percentage of increased minimum monthly rent | 5.00% | ||||||||
Monthly rent and common area expenses | $ 8,000 | ||||||||
Management and consulting agreement | Former President of NMG and director | |||||||||
Loss Contingencies [Line Items] | |||||||||
Periodic rent payable, amount | $ 25,000 | ||||||||
Amount of fees reduced month-to-month basis | $ 5,000 | ||||||||
NMG Ohio | |||||||||
Loss Contingencies [Line Items] | |||||||||
Periodic rent payable, amount | $ 4,200 | ||||||||
Term of lease | 5 years |
Investment Agreement (Details N
Investment Agreement (Details Narrative) | Sep. 12, 2019CAD ($) | Sep. 12, 2019USD ($) | Jan. 31, 2019USD ($)shares | Nov. 30, 2018CAD ($)shares | Nov. 30, 2018USD ($)shares | Nov. 29, 2018shares | Oct. 30, 2018CAD ($)shares | Apr. 30, 2020USD ($) | Apr. 30, 2019USD ($) | Apr. 30, 2020USD ($) | Apr. 30, 2019USD ($) | Oct. 30, 2018USD ($) |
Schedule of Investments [Line Items] | ||||||||||||
Common stock shares issued | shares | 3,206,160 | 3,206,160 | ||||||||||
Proceeds from issuance of common stock | $ 25,682 | $ 19,450 | $ 1,603,080 | $ 1,205,196 | $ 90,840 | $ 6,605,423 | ||||||
Advisory fee paid | $ | $ 36,000 | $ 49,500 | $ 108,000 | $ 92,500 | ||||||||
Australis | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Common stock shares issued | shares | 1,105,083 | |||||||||||
Investment Agreement | Australis | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Number of units issued for unsecured convertible debentures | shares | 16,000,000 | |||||||||||
Unsecured convertible debentures | $ | $ 1,600,000 | |||||||||||
Interest rate per annum | 8.00% | 8.00% | ||||||||||
Ownership percentage | 35.783% | |||||||||||
Percentage of issued and outstanding common shares | 10.00% | 10.00% | ||||||||||
Common stock shares issued | shares | 1,768,545 | |||||||||||
Proceeds from issuance of common stock | $ | $ 787,123 | |||||||||||
Commercial advisory agreement | Australis Capital (Nevada) Inc. | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Periodic consulting fees payable per month | $ | $ 10,000 | |||||||||||
Term of contract | 5 years |
Investment in NMG Ohio LLC (Det
Investment in NMG Ohio LLC (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||||
Opening balance | $ 3,465,902 | ||||
Foreign exchange, net | $ 23,199 | $ 52,791 | (57,807) | $ (43,158) | |
Total | 3,244,083 | 3,244,083 | $ 3,465,902 | ||
NMG Ohio LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Opening balance | 3,465,902 | $ 77,600 | 77,600 | ||
Acquisition costs: Common shares issued to vendors at fair value | 0 | 1,448,805 | |||
Acquisition costs: Cash payments to vendors | 0 | 1,181,250 | |||
Dispensary build-out related costs | 20,974 | 573,633 | |||
License fees | 0 | 100,000 | |||
Funds transferred | 12,500 | 0 | |||
Funds repaid | 482,429 | 0 | |||
Equity pickup | 309,153 | 56,466 | |||
Foreign exchange, net | (82,017) | 28,148 | |||
Total | $ 3,244,083 | $ 3,244,083 | $ 3,465,902 |
Investment in NMG Ohio LLC (D_2
Investment in NMG Ohio LLC (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||||
Current assets | $ 5,573,590 | $ 5,573,590 | $ 11,589,887 | ||
TOTAL ASSETS | 39,323,778 | 39,323,778 | 36,239,251 | ||
Current liabilities | 1,534,120 | 1,534,120 | 1,326,928 | ||
TOTAL LIABILITIES | 4,979,930 | 4,979,930 | $ 3,043,048 | ||
Net revenues | 1,052,306 | $ 1,238,494 | 4,066,216 | $ 3,760,217 | |
Gross profit | (76,871) | $ 550,775 | 772,457 | $ 1,511,583 | |
NMG Ohio LLC | Investment under definitive agreement | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Current assets | 951,270 | 951,270 | |||
Non-current assets | 901,679 | 901,679 | |||
TOTAL ASSETS | 1,852,949 | 1,852,949 | |||
Current liabilities | 641,949 | 641,949 | |||
Non-current liabilities | 0 | 0 | |||
TOTAL LIABILITIES | $ 641,949 | 641,949 | |||
Net revenues | 3,425,234 | ||||
Gross profit | 1,480,299 | ||||
Net income | 1,030,510 | ||||
Net income attributable to the Company | $ 309,153 |
Investment in NMG Ohio LLC (D_3
Investment in NMG Ohio LLC (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2019 | |
Net revenues | $ 1,052,306 | $ 1,238,494 | $ 4,066,216 | $ 3,760,217 | |
NMG Ohio LLC | |||||
Percentage of voting interest acquired | 100.00% | 100.00% | |||
Purchase of remaining ownership interest percentage | 70.00% | 70.00% | |||
Consideration in cash to be paid for the acquisition of remaining interest | $ 1,575,000 | $ 1,575,000 | |||
Common stock shares issued | 2,380,398 | ||||
Share issue costs (in shares) | 3,173,864 | ||||
Common stock shares fair value | $ 1,448,805 | ||||
Cash payments | $ 1,181,250 | ||||
Remaining cash payments totaling | $ 393,750 | $ 393,750 | |||
Remaining issuance of common stock shares | 793,466 | 793,466 | |||
Ownership percentage | 30.00% | 30.00% | |||
Investment under definitive agreement | NMG Ohio LLC | |||||
Ownership percentage | 30.00% | 30.00% | |||
Net revenues | $ 3,425,234 | ||||
Expenses | 2,394,724 | ||||
Net income | 1,030,510 | ||||
Equity pickup | $ 309,153 |
Investment in and advances to_3
Investment in and advances to GLDH (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Jul. 31, 2019 | Apr. 30, 2020 | |
Long Term Investments [Roll Forward] | |||
Opening balance | $ 7,373,036 | ||
Amount transferred to Property and Equipment | (2,265,727) | ||
Long-term Investments, Total | 7,373,036 | $ 9,282,847 | |
GLDH | |||
Long Term Investments [Roll Forward] | |||
Opening balance | 7,373,036 | $ 0 | |
Note receivable | 0 | 5,200,000 | |
Share issuances | 4,092,175 | 0 | |
Interest income accrued on the Note | 780,000 | 693,333 | |
Advances for working capital | 1,947,040 | 666,876 | |
Lease Assignment Agreement payment | 750,000 | 783,765 | |
Amount transferred to Property and Equipment | (1,055,424) | 0 | |
Amount transferred to Brand and Licenses | (3,663,508) | 0 | |
Expensed during the period | (338,762) | ||
Foreign exchange | (601,710) | 29,062 | |
Long-term Investments, Total | $ 7,373,036 | $ 0 | $ 9,282,847 |
Investment in and advances to_4
Investment in and advances to GLDH (Details Narrative) | 1 Months Ended | ||||||||||
Nov. 28, 2019USD ($)shares | Nov. 30, 2018shares | Nov. 29, 2018shares | Nov. 28, 2018CAD ($)$ / sharesshares | Nov. 28, 2018USD ($)shares | Nov. 04, 2019$ / shares | Oct. 04, 2019$ / shares | Sep. 12, 2019$ / shares | Aug. 12, 2019$ / shares | Jul. 03, 2019USD ($) | Nov. 28, 2018USD ($) | |
Schedule of Investments [Line Items] | |||||||||||
Maximum number of common shares | 3,206,160 | ||||||||||
Warrants price per share | $ / shares | $ 0.90 | $ 0.90 | $ 0.66 | $ 0.66 | |||||||
GLDH | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Interest rate per annum | 12.00% | ||||||||||
Loan, face amount | $ | $ 200,000 | ||||||||||
David Barakett | GLDH | Binding interim agreement | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Percentage of issued and outstanding common shares | 100.00% | ||||||||||
Common shares of VWAP | $ / shares | $ 0.7439 | ||||||||||
USD/CAD exchange rate | 1.3296 | ||||||||||
Maximum number of common shares | 11,255,899 | 11,255,899 | |||||||||
Maximum consideration | $ 8,373,263 | $ 6,297,580 | |||||||||
Senior secured convertible note | $ | $ 5,200,000 | ||||||||||
Interest rate per annum | 20.00% | ||||||||||
David Barakett | GLDH | Binding interim agreement | Eligibility condition one | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Issuance of Earn Out shares | 5,627,950 | 5,627,950 | |||||||||
Issuance of Earn Out shares, percentage | 50.00% | 50.00% | |||||||||
David Barakett | GLDH | Binding interim agreement | Eligibility condition two | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Revenue | $ | $ 3,300,000 | ||||||||||
Issuance of Earn Out shares | 4,502,360 | 4,502,360 | |||||||||
Issuance of Earn Out shares, percentage | 40.00% | 40.00% | |||||||||
David Barakett | GLDH | Binding interim agreement | Eligibility condition three | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Issuance of Earn Out shares | 1,125,589 | 1,125,589 | |||||||||
Issuance of Earn Out shares, percentage | 10.00% | 10.00% | |||||||||
Australis | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Maximum number of common shares | 1,105,083 | ||||||||||
Australis | Loan agreement | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
USD/CAD exchange rate | 0.7518 | ||||||||||
Loan, face amount | $ | $ 4,000,000 | ||||||||||
Warrants exercised | 3,206,160 | ||||||||||
Warrants price per share | $ / shares | $ 0.50 | ||||||||||
Aggregate proceeds of common shares and warrants | $ | $ 1,200,000 |
Investment in and advances to_5
Investment in and advances to GLDH (Details Narrative 1) | Jul. 03, 2019USD ($)shares | Apr. 30, 2020USD ($) | Jul. 31, 2019USD ($) | Jul. 03, 2019$ / shares | Jul. 03, 2019USD ($) |
NMG San Diego LLC | |||||
Schedule of Investments [Line Items] | |||||
Ownership percentage | 60.00% | ||||
Percentage of consolidated assets liabilities of subsidiary | 100.00% | ||||
Percentage of disclosed non-controlling interest of subsidiary. | 40.00% | ||||
Consulting agreement | David Barakett | |||||
Schedule of Investments [Line Items] | |||||
Payment of consulting and advisory services | $ 200,000 | $ 50,000 | |||
Payment of consulting and advisory services in subsequent to year end | $ 150,000 | ||||
GLDH | |||||
Schedule of Investments [Line Items] | |||||
Loan, face amount | $ 200,000 | ||||
Interest rate per annum | 12.00% | ||||
GLDH | Settlement Agreement | GLDH's San Diego, California dispensary | |||||
Schedule of Investments [Line Items] | |||||
Ownership percentage | 60.00% | ||||
GLDH | Settlement Agreement | Condition one | |||||
Schedule of Investments [Line Items] | |||||
Maximum number of common shares | shares | 624,380 | ||||
GLDH | Settlement Agreement | Condition Two | David Barakett | |||||
Schedule of Investments [Line Items] | |||||
Amount to be paid in common shares | $ 750,000 | ||||
Share price per share | $ / shares | $ 0.7439 | ||||
Maximum number of common shares | shares | 1,340,502 | ||||
GLDH | Settlement Agreement | Condition Three | David Barakett | |||||
Schedule of Investments [Line Items] | |||||
Amount to be paid in common shares | $ 750,000 | ||||
Share price per share | $ / shares | 0.7439 | ||||
Maximum number of common shares | shares | 1,340,502 | ||||
GLDH | Lease Assignment Agreement | |||||
Schedule of Investments [Line Items] | |||||
Interest rate per annum | 5.00% | ||||
GLDH | Lease Assignment Agreement | San Diego operation | |||||
Schedule of Investments [Line Items] | |||||
Ownership percentage | 60.00% | 60.00% | |||
GLDH | Lease Assignment Agreement | Condition one | |||||
Schedule of Investments [Line Items] | |||||
Maximum number of common shares | shares | 1,031,725 | ||||
GLDH | Lease Assignment Agreement | Condition Two | |||||
Schedule of Investments [Line Items] | |||||
Amount payable in common shares | $ 783,765 | ||||
GLDH | Lease Assignment Agreement | Condition Three | |||||
Schedule of Investments [Line Items] | |||||
Amount payable in common shares | 750,000 | ||||
GLDH | Purchase Agreement | |||||
Schedule of Investments [Line Items] | |||||
Investment purchase price | 6,700,000 | ||||
Note to be applied towards the Purchase Price | $ 5,200,000 | ||||
GLDH | Purchase Agreement | GLDH's Long Beach, California dispensary | |||||
Schedule of Investments [Line Items] | |||||
Ownership percentage | 100.00% | ||||
GLDH | Purchase Agreement | Condition one | |||||
Schedule of Investments [Line Items] | |||||
Amount to be paid in common shares | $ 1,500,000 | ||||
Share price per share | $ / shares | $ 0.7439 | ||||
Maximum number of common shares | shares | 2,681,006 | ||||
Licensor | |||||
Schedule of Investments [Line Items] | |||||
Licensor grants | 2 years | ||||
Payment to Licensor of gross receipts from sales | 3.00% |
Other Agreements (Details Narra
Other Agreements (Details Narrative) - USD ($) | Jun. 06, 2019 | Nov. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2020 |
Other Agreement [Line Items] | ||||
Loss on settlement | $ 0 | $ (239,328) | ||
Management Agreement | Satellites Dip, LLC, ("SD") | ||||
Other Agreement [Line Items] | ||||
Management fee description | Management Fee: NMG CC will be paid a management fee of 30% of Net Profits or $10,000 per month, whichever is greater; | |||
Loan, face amount | $ 250,000 | |||
Debt due date | Jun. 6, 2019 | |||
Interest rate per annum | 12.00% | |||
Settlement Agreement | ||||
Other Agreement [Line Items] | ||||
Percentage of proceeds received from the sale of inventory | 100.00% | |||
Brand Director Agreement | ||||
Other Agreement [Line Items] | ||||
Contribution fee | $ 5,000 | |||
License Agreement | ||||
Other Agreement [Line Items] | ||||
Monthly fee payable on a quarterly basis | 100 | |||
Settlement Agreement with SD | NMG | ||||
Other Agreement [Line Items] | ||||
Equipment purchase price | 235,685 | |||
Loss on settlement | $ 239,328 |
Other Agreements (Details)
Other Agreements (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Nov. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2020 | |
Supplemental Disclosures With Respect To Cash Flows [Line Items] | |||
Loss from the settlement | $ 0 | $ (239,328) | |
Settlement Agreement with SD | NMG | |||
Supplemental Disclosures With Respect To Cash Flows [Line Items] | |||
Total amount settled | $ 590,328 | ||
Future proceeds from Inventory | 90,315 | ||
Credit towards future Contribution Fee | 25,000 | ||
Production equipment acquired | 235,685 | ||
Loss from the settlement | $ 239,328 |
Lease Liabilities (Details)
Lease Liabilities (Details) | 9 Months Ended |
Apr. 30, 2020USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 155,347 |
Right-of-use assets obtaining in exchange for lease obligations: | |
Operating leases | $ 2,265,727 |
Weighted-average remaining lease term - operating leases | 7 years 9 months 10 days |
Weighted-average discount rate - operating leases | 12.00% |
Lease Liabilities (Details 1)
Lease Liabilities (Details 1) | 9 Months Ended |
Apr. 30, 2020USD ($) | |
Leases [Abstract] | |
2020 | $ 102,895 |
2021 | 417,695 |
2022 | 440,658 |
2023 | 450,995 |
2024 | 457,030 |
2025 and thereafter | 1,569,096 |
Total lease payments | 3,438,369 |
Less imputed interest | (1,308,710) |
Total | 2,129,659 |
Less current portion | 373,095 |
Long term portion | $ 1,756,564 |
Lease Liabilities (Details Narr
Lease Liabilities (Details Narrative) - USD ($) | Apr. 09, 2019 | Nov. 10, 2017 | Apr. 24, 2020 | Apr. 30, 2020 | Apr. 30, 2020 |
Lessee, Lease, Description [Line Items] | |||||
Operating lease, right-of-use asset and increase in lease liabilities | $ 2,265,727 | $ 2,265,727 | |||
Lease expense | 54,477 | 166,107 | |||
Adoption of ASC 842 | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease, right-of-use asset and increase in lease liabilities | $ 1,187,116 | $ 1,187,116 | |||
Discount rate for present value of future lease payments | 12.00% | 12.00% | |||
NMG | |||||
Lessee, Lease, Description [Line Items] | |||||
Description for lease option to extend | The Company has one option to extend the lease for an additional three-year term | The Company has four options to extend the lease and each option is for five years. | The Company has three options to extend the lease and each option is for five years. | ||
Periodic rent payable, amount | $ 6,026 | $ 12,500 | $ 15,450 | ||
Frequency of periodic payment | monthly | monthly | monthly | monthly | |
Common area expenses | $ 1,129 | ||||
Monthly rent and common area expenses | $ 7,156 | $ 12,875 | |||
Operating lease, right-of-use asset and increase in lease liabilities | $ 1,078,611 | $ 1,078,611 | |||
Discount rate for present value of future lease payments | 12.00% | 12.00% | |||
Percentage of increased minimum monthly rent | 3.00% | 2.00% | |||
Description of purchase price business | The lease contains a sale bonus provision of $1,000,000 or 10% of the purchase price of the entire business, whichever is greater |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Events - $ / shares | Jul. 08, 2020 | Jul. 01, 2020 |
Subsequent Event [Line Items] | ||
Option cancelled | 2,275,000 | |
Australis | Convertible debentures | ||
Subsequent Event [Line Items] | ||
Number of common stock issued for conversion of convertible debentures | 2,909,091 | |
Consultant | ||
Subsequent Event [Line Items] | ||
Number of options granted | 580,000 | |
Consultant | Exercise price of CAD$0.88 | ||
Subsequent Event [Line Items] | ||
Number of options granted | 350,000 | |
Exercise price of stock options granted | $ 0.88 | |
Consultant | Exercise price of CAD$0.61 | ||
Subsequent Event [Line Items] | ||
Number of options granted | 150,000 | |
Exercise price of stock options granted | $ 0.61 | |
Consultant | Exercise price of CAD$0.57 | ||
Subsequent Event [Line Items] | ||
Number of options granted | 80,000 | |
Exercise price of stock options granted | $ 0.57 | |
Consultant | 25% of the options vest on the date of grant | Exercise price of CAD$0.88 | ||
Subsequent Event [Line Items] | ||
Stock option vesting period percentage | 25.00% | |
Consultant | 25% of the options vest on August 21, 2020 | Exercise price of CAD$0.88 | ||
Subsequent Event [Line Items] | ||
Stock option vesting period percentage | 25.00% | |
Consultant | 25% of the options vest on February 21, 2021 | Exercise price of CAD$0.88 | ||
Subsequent Event [Line Items] | ||
Stock option vesting period percentage | 25.00% | |
Consultant | 25% of the Options vest on August 21, 2021 | Exercise price of CAD$0.88 | ||
Subsequent Event [Line Items] | ||
Stock option vesting period percentage | 25.00% |