Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Apr. 30, 2021 | Jun. 18, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | BODY & MIND INC. | |
Entity Central Index Key | 0001715611 | |
Document Type | 10-Q | |
Document Period End Date | Apr. 30, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --07-31 | |
Entity's Reporting Status Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 109,077,778 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
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 Balance
Condensed Consolidated Balance Sheets - USD ($) | Apr. 30, 2021 | Jul. 31, 2020 |
Current | ||
Cash | $ 1,315,748 | $ 1,352,130 |
Amounts receivable | 1,315,831 | 972,705 |
Interest receivable on convertible loan | 132,000 | 78,000 |
Prepaids | 357,534 | 138,016 |
Inventory | 3,517,697 | 1,769,837 |
Convertible loan receivable | 1,455,210 | 1,290,263 |
Loan receivable | 239,834 | |
Total Current Assets | 8,333,854 | 5,600,951 |
Investment in NMG Ohio LLC | 3,161,240 | |
Investment in and advances to GLDH | 8,910,854 | |
Property and Equipment, net | 5,363,801 | 4,603,360 |
Right of use assets, net | 2,607,887 | 2,129,659 |
Brand and Licenses, net | 20,201,791 | 11,757,483 |
Goodwill | 5,703,067 | 2,635,721 |
TOTAL ASSETS | 42,210,400 | 38,799,268 |
Current | ||
Accounts payable | 1,650,771 | 753,846 |
Accrued liabilities | 33,512 | 30,712 |
Income taxes payable | 4,215,594 | 1,609,479 |
Due to related parties | 37,709 | 52,937 |
Operating lease liabilities, current portion | 434,174 | 362,688 |
Total Current Liabilities | 6,371,760 | 2,809,662 |
Operating Lease Liabilities, net of current portion | 2,236,708 | 1,806,212 |
Loan Payable to NMG Ohio LLC | 466,495 | |
Deferred Tax Liability | 805,199 | 412,450 |
TOTAL LIABILITIES | 9,413,667 | 5,494,819 |
STOCKHOLDERS' EQUITY | ||
Capital Stock– Statement 3 (Note 12) Authorized: 900,000,000 Common Shares – Par Value $0.0001 Issued and Outstanding: 109,077,778 (31 July 2020 – 107,513,812) Common Shares | 10,907 | 10,751 |
Additional Paid-in Capital | 49,032,410 | 47,665,678 |
Shares to be Issued | 19,703 | |
Accumulated Other Comprehensive Income | 1,054,056 | 731,768 |
Accumulated Deficit | (17,206,690) | (14,865,608) |
TOTAL STOCKHOLDERS' EQUITY ATTRIBUTABLE TO BAM | 32,890,683 | 33,562,292 |
NON-CONTROLLING INTEREST | (93,950) | (257,843) |
TOTAL EQUITY | 32,796,733 | 33,304,449 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 42,210,400 | $ 38,799,268 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Apr. 30, 2021 | Jul. 31, 2020 |
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 | 109,077,778 | 107,513,812 |
Common stock, shares issued | 109,077,778 | 107,513,812 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | |
Income Statement [Abstract] | ||||
Sales | $ 7,156,016 | $ 1,052,306 | $ 18,765,785 | $ 4,066,216 |
Cost of sales | (2,882,750) | (1,129,177) | (9,944,479) | (3,293,759) |
Total sales | 4,273,266 | (76,871) | 8,821,306 | 772,457 |
General and Administrative Expenses | ||||
Accounting and legal | 238,876 | 126,772 | 704,890 | 527,456 |
Bad debt expense | 7,116 | 54,047 | ||
Business development | 863,589 | 876,925 | ||
Consulting fees | 133,584 | 101,554 | 325,666 | 457,734 |
Depreciation and amortization | 289,920 | 15,431 | 832,627 | 25,637 |
Insurance | 31,912 | 32,722 | 146,971 | 84,052 |
Lease expense | 102,029 | 54,477 | 292,660 | 166,107 |
Licenses, utilities and office administration | 645,894 | 209,126 | 1,759,066 | 753,426 |
Management fees | 84,676 | 125,709 | 305,432 | 310,970 |
Regulatory, filing and transfer agent fees | 11,043 | 11,402 | 48,521 | 50,736 |
Rent | 66,508 | 219,760 | 157,196 | 240,217 |
Salaries and wages | 837,565 | 450,892 | 2,393,620 | 1,388,750 |
Stock-based compensation | 244,276 | 263,349 | 733,098 | 922,364 |
Travel | 15,436 | 18,618 | 39,430 | 110,955 |
General and Administrative Expenses | 3,565,308 | 1,636,928 | 8,616,102 | 5,092,451 |
Net Operating Income (Loss) Before Other Income (Expenses) | 707,958 | (1,713,799) | 205,204 | (4,319,994) |
Other Income (Expenses) | ||||
Foreign exchange, net | (90) | 23,199 | 140 | (57,807) |
Interest expense | (1,357) | (2,684) | (131,850) | |
Interest income | 21,252 | 288,852 | 146,619 | 845,540 |
Loss on settlement | (239,328) | |||
Management fee income | 18,000 | 72,000 | ||
Other income (expenses) | 8,625 | 14,796 | (107,336) | 139,796 |
Bargain purchase (Note 15) | 208,176 | |||
Write-off of assets | (1,008) | |||
Equity in earnings (Note 17) | (11,653) | 117,603 | 13,219 | 309,153 |
Net Income (Loss) for the Period Before Income Tax | 724,735 | (1,251,349) | 463,338 | (3,383,498) |
Income tax expense | (976,458) | (40,734) | (2,640,527) | (40,734) |
Net Loss for the Period | (251,723) | (1,292,083) | (2,177,189) | (3,424,232) |
Other Comprehensive Income (Loss) | ||||
Foreign currency translation adjustment | (349,334) | (683,556) | (667,803) | |
Comprehensive-loss for the Period | (601,057) | (1,975,639) | (2,177,189) | (4,092,035) |
Net income (loss) attributable to: | ||||
Body and Mind Inc. | (353,637) | (1,156,578) | (2,341,082) | (3,288,727) |
Non-controlling interest | 101,914 | (135,505) | 163,893 | (135,505) |
Comprehensive income (loss) attributable to: | ||||
Body and Mind Inc. | (702,971) | (1,840,134) | (2,341,082) | (3,956,530) |
Non-controlling interest | $ 101,914 | $ (135,505) | $ 163,893 | $ (135,505) |
Loss per Share - Basic and Diluted (in dollars per share) | $ 0 | $ (0.01) | $ (0.02) | $ (0.03) |
Weighted Average Number of Shares Outstanding - basic and diluted (shares) | 108,818,789 | 102,031,951 | 108,255,847 | 101,671,756 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Share Capital Common Shares | Additional paid-in capital | Shares to be issued | Other comprehensive income | Deficit | Non-controlling interest | Total |
Beginning Balance at Jul. 31, 2019 | $ 9,728 | $ 41,765,408 | $ 1,118,815 | $ 827,314 | $ (10,525,062) | $ 33,196,203 | |
Beginning Balance (in shares) at Jul. 31, 2019 | 97,279,891 | ||||||
Acquisition of GLDH | $ 434 | 2,752,348 | 2,752,782 | ||||
Acquisition of GLDH (in shares) | 4,337,111 | ||||||
Exercise of warrants | $ 14 | 75,535 | 75,549 | ||||
Exercise of warrants (in shares) | 143,230 | ||||||
Stock-based compensation | 289,578 | 289,578 | |||||
Share subscriptions received in advance | 15,291 | 15,291 | |||||
Foreign currency translation adjustment | 119,193 | 119,193 | |||||
Loss for the period | (896,797) | (896,797) | |||||
Ending Balance at Oct. 31, 2019 | $ 10,176 | 44,882,869 | 1,134,106 | 946,507 | (11,421,859) | 35,551,799 | |
Ending Balance (in shares) at Oct. 31, 2019 | 101,760,232 | ||||||
Beginning Balance at Jul. 31, 2019 | $ 9,728 | 41,765,408 | 1,118,815 | 827,314 | (10,525,062) | 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 | $ 10,830 | 48,250,272 | 19,703 | 999,865 | (15,658,153) | $ (243,665) | 33,378,852 |
Ending Balance (in shares) at Apr. 30, 2020 | 104,534,221 | ||||||
Beginning Balance at Oct. 31, 2019 | $ 10,176 | 44,882,869 | 1,134,106 | 946,507 | (11,421,859) | 35,551,799 | |
Beginning Balance (in shares) at Oct. 31, 2019 | 101,760,232 | ||||||
Exercise of warrants | $ 2 | 15,289 | 15,291 | ||||
Exercise of warrants (in shares) | 22,485 | ||||||
Escrow release | $ 7 | 17,779 | (17,786) | ||||
Escrow release (in shares) | 70,500 | ||||||
Stock-based compensation | 369,437 | 369,437 | |||||
Share subscriptions received in advance | (15,291) | (15,291) | |||||
Accretion and interest on convertible debt | 131,519 | 131,519 | |||||
Foreign currency translation adjustment | (103,440) | (103,440) | |||||
Loss for the period | (1,235,352) | (1,235,352) | |||||
Ending Balance at Jan. 31, 2020 | $ 10,185 | 45,285,374 | 1,232,548 | 843,067 | (12,657,211) | 34,713,963 | |
Ending Balance (in shares) at Jan. 31, 2020 | 101,853,217 | ||||||
Acquisition of GLDH | $ 268 | 1,341,907 | 1,342,175 | ||||
Acquisition of GLDH (in shares) | 2,681,004 | ||||||
Stock-based compensation | 263,349 | 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 | $ 10,830 | 48,250,272 | 19,703 | 999,865 | (15,658,153) | (243,665) | 33,378,852 |
Ending Balance (in shares) at Apr. 30, 2020 | 104,534,221 | ||||||
Beginning Balance at Jul. 31, 2020 | $ 10,751 | 47,665,678 | 19,703 | 731,768 | (14,865,608) | (257,843) | 33,304,449 |
Beginning Balance (in shares) at Jul. 31, 2020 | 107,513,812 | ||||||
Acquisition of NMG Ohio LLC | $ 79 | 296,963 | 297,042 | ||||
Acquisition of NMG Ohio LLC (in shares) | 793,466 | ||||||
Stock-based compensation | 287,631 | 287,631 | |||||
Foreign currency translation adjustment | 268,097 | 268,097 | |||||
Loss for the period | (792,545) | 14,178 | (778,367) | ||||
Ending Balance at Oct. 31, 2020 | $ 10,830 | 48,250,272 | 19,703 | 999,865 | (15,658,153) | (243,665) | 33,378,852 |
Ending Balance (in shares) at Oct. 31, 2020 | 108,307,278 | ||||||
Beginning Balance at Jul. 31, 2020 | $ 10,751 | 47,665,678 | 19,703 | 731,768 | (14,865,608) | (257,843) | 33,304,449 |
Beginning Balance (in shares) at Jul. 31, 2020 | 107,513,812 | ||||||
Loss for the period | (2,177,189) | ||||||
Ending Balance at Apr. 30, 2021 | $ 10,907 | 49,032,410 | 1,054,056 | (17,206,690) | (93,950) | 32,796,733 | |
Ending Balance (in shares) at Apr. 30, 2021 | 109,077,778 | ||||||
Beginning Balance at Oct. 31, 2020 | $ 10,830 | 48,250,272 | 19,703 | 999,865 | (15,658,153) | (243,665) | 33,378,852 |
Beginning Balance (in shares) at Oct. 31, 2020 | 108,307,278 | ||||||
Escrow release | $ 7 | 19,696 | $ (19,703) | ||||
Escrow release (in shares) | 70,500 | ||||||
Stock-based compensation | 201,191 | 201,191 | |||||
Foreign currency translation adjustment | 81,237 | 81,237 | |||||
Loss for the period | (1,194,901) | 47,801 | (1,147,100) | ||||
Ending Balance at Jan. 31, 2021 | $ 10,837 | 48,471,159 | 1,081,102 | (16,853,054) | (195,864) | 32,514,180 | |
Ending Balance (in shares) at Jan. 31, 2021 | 108,377,778 | ||||||
Exercise of options | $ 70 | 316,975 | 317,045 | ||||
Exercise of options (in shares) | 700,000 | ||||||
Stock-based compensation | 244,276 | 244,276 | |||||
Foreign currency translation adjustment | (27,046) | (27,046) | |||||
Loss for the period | (353,636) | 101,914 | (251,723) | ||||
Ending Balance at Apr. 30, 2021 | $ 10,907 | $ 49,032,410 | $ 1,054,056 | $ (17,206,690) | $ (93,950) | $ 32,796,733 | |
Ending Balance (in shares) at Apr. 30, 2021 | 109,077,778 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Cash Resources Provided By (Used In) Operating Activities | ||
Net loss for the period | $ (2,177,189) | $ (3,424,232) |
Items not affecting cash: | ||
Accrued interest and accretion | 131,850 | |
Accrued interest income | (54,000) | (780,000) |
Accrued management fee income | (72,000) | |
Advances to GLDH expensed during the period | 338,763 | |
Amortization of licenses | 775,692 | |
Amortization of operating lease ROU assets | 292,660 | |
Depreciation | 379,043 | 244,978 |
Income tax expense | 40,734 | |
Foreign exchange | (130,125) | 686,177 |
Gain of equity investee | (24,872) | (309,153) |
Bargain purchase | (208,176) | |
Loss on settlement | 239,328 | |
Stock-based compensation | 733,098 | 922,364 |
Amounts receivable and prepaids | (253,482) | (340,684) |
Inventory | (1,391,032) | (182,692) |
Trade payables and accrued liabilities | (276,126) | (248,538) |
Income taxes payable | 2,182,184 | |
Due to related parties | (15,228) | 15,027 |
Operating lease liabilities | (246,325) | |
Deferred tax liability | 392,749 | |
Cash used in operating activities | (21,129) | (2,738,078) |
Investing Activities | ||
Acquisition of Ohio dispensary, net of cash acquired | (136,326) | |
Loan to NMG Ohio LLC | (228,736) | 448,955 |
Investment in GLDH, net of cash received | 163,046 | (2,697,040) |
Other investments | (334,348) | |
Purchase of property and equipment | (275,433) | (881,739) |
Acquisition of NMG LB, net of cash acquired | 65,340 | |
Convertible loan proceeds | 587,321 | |
Convertible loan payment | (752,268) | (942,161) |
Cash used in investing activities | (642,396) | (4,406,333) |
Financing Activities | ||
Issuance of shares, net of share issue costs | 90,840 | |
Proceeds from option exercises | 317,045 | |
Loan repaid | (12,190) | |
Cash provided by financing activities | 304,855 | 90,840 |
Effect of exchange rate changes on cash | 322,288 | (667,803) |
Net Decrease in Cash | (36,382) | (7,721,374) |
Cash– Beginning of Period | 1,352,130 | 9,004,716 |
Cash– End of Period | $ 1,315,748 | $ 1,283,342 |
Nature and Continuance of Opera
Nature and Continuance of Operations | 9 Months Ended |
Apr. 30, 2021 | |
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. 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 (“NMG LB”) 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 (“NMG SD”) California, USA 60 % 30 January 2019 NMG OH 1, LLC (“NMG OH 1”) Ohio, USA 100 % 30 January 2020 All inter-company transactions and balances are eliminated upon consolidation. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Apr. 30, 2021 | |
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 2022. The Company does not anticipate this amendment to have a significant impact on the 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, 2021 | |
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 consolidated 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. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2020. These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended July 31, 2020. Operating results for the nine months ended April 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2021. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, statements of stockholders’ equity and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 2021 or any future period. 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 2021 and 31 July 2020, the Company has no allowance for doubtful accounts. Revenue recognition The Company generates substantially all of its revenue from the sale of cannabis and hemp products through contracts with customers. Cannabis and hemp products are sold through various distribution channels. Revenue is recognized when the control of the goods is transferred to the customer, which occurs at a point in time, typically upon delivery to or receipt by the customer, depending on shipping terms. 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. Cost is determined based on the average cost method. The Company periodically reviews its inventory for obsolete and potentially impaired items. As of 30 April 2021 and 31 July 2020, 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 useful life or the term of the lease Intangible Assets 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 10 10 Goodwill Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net assets acquired in our business combinations. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Events or changes in circumstances that could trigger an impairment review include a significant adverse change in business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations. The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, additional impairment testing is not required. The Company tests for goodwill impairment annually during its fourth quarter. 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. Equity Method Investments The Company utilizes the equity method when accounting for investments in which the Company is able to exercise significant influence, but does not hold controlling interest. Significant influence is generally presumed to exist when the Company owns between 20% to 50% of the investee. Under the equity method of accounting, the investee's financials are not consolidated within the Company's financial statements. 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. Potentially dilutive options and warrants of 22,270,284 existed at 30 April 2021. Comprehensive loss ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive income/loss and its components in the consolidated financial statements. As of 30 April 2021 and 31 July 2020, the Company reported foreign currency translation adjustments as other comprehensive income or loss and included a schedule of comprehensive income/loss in the consolidated financial statements. Foreign currency translation The Company’s functional currency is the Canadian dollar and its reporting currency is in U.S. dollars. The Company’s subsidiaries have a functional currency 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. Other current financial assets and current financial liabilities have fair values that approximate their carrying values. Use of estimates and assumptions The preparation of consolidated 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 consolidated 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, 2021 | |
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 2021 and 31 July 2020: As of 30 April 2021 As of 31 July 2020 Financial assets at fair value Cash $ 1,315,748 $ 1,352,130 Convertible loan receivable 1,455,210 1,290,263 Total financial assets at fair value $ 2,770,958 $ 2,642,393 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 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 $17,206,690, net losses of $2,177,189 and negative cash flows from operations of $388,008 for the nine months ended 30 April 2021 and had working capital of $1,962,094 as of 30 April 2021. 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, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | 5. Inventory As of 30 April 2021 and 31 July 2020, inventory consisted of: 30 April 2021 31 July 2020 Work in progress $ 668,074 $ 211,621 Finished goods 2,387,427 959,939 Consumables 462,196 598,277 Total $ 3,517,697 $ 1,769,837 |
Convertible loan receivable
Convertible loan receivable | 9 Months Ended |
Apr. 30, 2021 | |
Convertible Loans Receivable [Abstract] | |
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% of the monthly net profits of CCG, subject to conversion of the convertible loan as discussed below upon which the monthly management fee shall be $6,000 per month, unless otherwise agreed by the parties in writing. The Company earned management fees of $ Nil Nil The convertible loan agreement is for an amount up to $1,250,000 from DEP to CCG with proceeds to be used to fund construction of a facility, working capital and initial operating expenses. The loan bears interest at a fixed rate of $6,000 per month until the parties mutually agree to increase the interest. Upon the latter of one year of granting of a medical cannabis dispensary license by the appropriate authorities or one year after entering into the convertible loan agreement, DEP may elect to convert the loan into preferred units of CCG equal to 40% of all outstanding units of CCG, subject to approval of the Arkansas Medical Marijuana Commission. 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 consolidated 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 balance of $1,455,210 and $1,290,263 as of 30 April 2021 and 31 July 2020, respectively. Management believes that the accretion of the straight debt portion and embedded derivative related to the conversion option are not material due to the short-term maturity of the loan. During the nine months ended 30 April 2021, the Company had advanced $752,268 (2020 - $842,085) and accrued interest income of $18,000 (2020 - $18,000) and $54,000 (2020 - $72,000) for the three and nine months ended 30 April 2021, respectively. As of 30 April 2021, total interest receivable was $132,000 (31 July 2020 - $78,000). |
Loan receivable
Loan receivable | 9 Months Ended |
Apr. 30, 2021 | |
Receivables Abstract | |
Loan receivable | 7. Loan receivable The loan receivable at 30 April 2021 in the amount of $239,834 acquired from NMG LB (Note 15) is due from an arm’s length party that is unsecured, non-interest bearing and due on demand. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Apr. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 8. 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 2020 $ 73,310 $ 478,187 $ 545,723 $ 51,108 $ 38,717 $ 2,172 $ 4,245,389 $ 2,257,055 $ 7,691,661 Additions or disposals 27,078 12,902 — — 8,163 326,144 — 374,287 Acquisitions (Note 15) 287,015 — — — — — 482,338 649,676 1,419,029 Balance, 30 April 2021 387,403 478,187 558,625 51,108 38,717 10,335 5,053,871 2,906,731 9,484,977 Accumulated Depreciation: Balance, 31 July 2020 15,844 182,232 130,421 14,421 18,797 897 472,790 123,240 958,642 Depreciation 24,613 51,094 58,999 5,461 4,137 668 234,071 — 379,043 Amortization of ROU assets (Note 18) — — — — — — — 175,604 175,604 Balance, 30 April 2021 40,457 233,326 189,420 19,882 22,934 1,565 706,861 298,844 1,513,289 Net Book Value: At 31 July 2020 57,466 295,955 415,302 36,687 19,920 1,275 3,772,599 2,133,815 6,733,019 At 30 April 2021 $ 346,946 $ 244,861 $ 369,205 $ 31,226 $ 15,783 $ 8,770 $ 4,347,010 $ 2,607,887 $ 7,971,688 For the nine months ended 30 April 2021, of the total depreciation of $379,043, depreciation of $56,934 (2020 - $25,637) was included in General and Administrative Expenses and depreciation of $322,109 (2020 - $219,341) was included in Cost of Sales. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 9 Months Ended |
Apr. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 9. Goodwill and Intangible Assets, Net The following table displays the changes in the gross carrying amount of goodwill: Balance at July 31, 2020 $ 2,635,721 Increase due to acquisitions 3,067,346 Balance at April 30, 2021 $ 5,703,067 There were no impairments recorded against goodwill during the nine months ended April 30, 2021 and for the year ended July 31, 2021. Intangible assets consisted of the following: As of April 30, 2021 Gross carrying amount Weighted average life (years) Accumulated amortization Net carrying amount Amortizable intangible assets: Brand $ 247,000 — $ — $ 247,000 Licenses 20,718,508 10.0 (844,845 ) 19,873,663 Customer relationships 90,000 5.0 (8,872 ) 81,128 Total intangible assets $ 21,055,508 $ (853,717 ) $ 20,201,791 As of July 31, 2020 Gross carrying amount Weighted average life (years) Accumulated amortization Net carrying amount Amortizable intangible assets: Brand $ 247,000 — $ — $ 247,000 Licenses 11,588,508 10.0 (78,025 ) 11,510,483 Total intangible assets $ 11,835,508 $ (78,025 ) $ 11,757,483 Amortization expense for intangible assets was $292,398 and $10,305 for the three months ended April 30, 2021 and 2020, respectively. Amortization expense for intangible assets was $775,692 and $10,305 for the nine months ended April 30, 2021 and 2020, respectively. Included in the licenses is $7,925,000 of indefinite lived assets which have no The expected amortization of the intangible assets, as of June 30, 2020, for each of the next five years and thereafter is as follows (in thousands): 2021 (for the remaining three months) $ 302,255 2022 1,199,162 2023 1,199,162 2024 1,202,447 2025 1,199,162 Thereafter 6,927,607 $ 12,029,791 |
Related Party Balances and Tran
Related Party Balances and Transactions | 9 Months Ended |
Apr. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Balances and Transactions | 10. Related Party Balances and Transactions In addition to those disclosed elsewhere in these consolidated financial statements, related party transactions paid/accrued for the three and nine months ended 30 April 2021 and 2020 are as follows: For the three months ended 30 April 2021 For the three months ended 30 April 2020 For the nine months ended 30 April 2021 For the nine months ended 30 April 2020 A company controlled by the President, Chief Executive Officer and a director Management fees $ 40,020 $ 37,696 $ 114,985 $ 117,074 A company controlled by the Chief Financial Officer and a director Management fees 25,512 21,758 71,514 69,658 A company controlled by a former director and former President of NMG Management fees 10,000 49,999 65,000 66,665 A company controlled by the Corporate Secretary Management fees 19,144 16,387 53,933 47,376 Consulting fees — (43 ) — 3,060 A company controlled by the former Chief Executive Officer and a former director Management fees — (129 ) — 9,272 $ 84,676 $ 125,668 $ 305,432 $ 313,105 Amounts owing to related parties at 30 April 2021 and 31 July 2020 are as follows: a) As of 30 April 2021, the Company owed $ (31 July 2020 - $ ) to the Chief Executive Officer of the Company and a company controlled by him. b) As of 30 April 2021, the Company owed $ (31 July 2020 - $ ) to the Chief Financial Officer of the Company and a company controlled by him. c) As of 30 April 2021 , the Company owed $ (31 July 2020 - $ ) to the Corporate Secretary of the Company and a company controlled by him. d) As of 30 April 2021 , the Company owed $Nil (31 July 2020 - $25,000) to the former director and former President of NMG of the Company and a company controlled by him. e) The Company entered into a commercial advisory agreement with Australis Capital (Nevada) Inc. ("Australis Nevada"), a wholly-owned subsidiary of Australis, a major shareholder, 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. During the three and nine months ended 30 April 2021, the Company paid an advisory fee of $36,000 (2020 - $ ) and $ (2020 - $ ), respectively. The above amounts owing to related parties are unsecured, non-interest bearing and are due on demand. |
Loan Payable
Loan Payable | 9 Months Ended |
Apr. 30, 2021 | |
Debt Disclosure [Abstract] | |
Loan Payable | 11. Loan Payable The loan payable at 30 April 2021 in the amount of $12,190 assumed from NMG LB (Note 15) is unsecured, non-interest bearing and has no set terms of repayment. |
Capital Stock
Capital Stock | 9 Months Ended |
Apr. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | 12. Capital Stock The Company’s authorized share capital comprises 900,000,000 Common Shares, with a $0.0001 par value per share. As of 30 April 2021, the Company had 109,077,778 outstanding Common Shares (July 31, 2020 – 107,513,812). 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 14 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 $40,688 (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 $19,405 (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 $15,455 (CAD$20,454). On 14 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 previously escrowed shares with a fair value of $17,786 to Toro Pacific Management Inc. in connection with the acquisition of NMG (Note 15). On 21 October 2020, the Company issued 793,466 common shares valued at $297,042 in relation to acquiring the remaining 70% interest in NMG Ohio (Notes 14 and 17). On 14 November 2020, the Company issued 70,500 previously escrowed shares with a fair value of $19,703 to Toro Pacific Management Inc. in connection with the acquisition of NMG (Note 15). During the three months ended April 30, 2021, the Company issued 700,000 common shares upon exercise of 700,000 stock option awards with an exercise price of CAD$0.57 per common share for proceeds of $317,045 (CAD$399,000). The Company has 2,681,006 common shares held in esc 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. The Company recorded total stock-based compensation expense of $244,276 (2020 - $263,349) and $733,098 (2020 - $659,015) for the three and nine months ended 30 April 2021, respectively, in connection with the vesting of options to purchase common stock. Stock-based compensation expense is included in general and administrative expenses on the accompanying statements of operations attributed to the vesting of options issued in the current and prior year. On March 6, 2021, the Company issued 1,250,000 stock options with an exercise price of CAD$0.68 per share for a term of five years expiring on March 5, 2026. 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 $456,211 (CAD$577,928) using the Black-Scholes Option Pricing Model with the following assumptions: Expected life of the options 3.125 years Expected volatility 112 % Expected dividend yield 0 % Risk-free interest rate 0.49 % During the three and nine months ended 30 April 2021, the Company recorded a stock-based compensation of $77,778 (CAD$100,334) related to these options. On April 5, 2021, the Company issued 250,000 stock options with an exercise price of CAD$0.65 per share for a term of three years expiring on April 4, 2024. The options are subject to vesting provisions such that 25% of the options vest three months from the date of grant, 25% of the options vest six months from the date of grant, 25% of the options vest nine months from the date of grant and 25% of the options vest twelve months from the date of grant. The total fair value of the stock options granted was calculated to be $65,795 (CAD$82,409) using the Black-Scholes Option Pricing Model with the following assumptions: Expected life of the options 1.81 years Expected volatility 101 % Expected dividend yield 0 % Risk-free interest rate 0.51 % During the three and nine months ended 30 April 2021, the Company recorded a stock-based compensation of $11,100 (CAD$14,307) related to these options. Total unrecognized compensation cost, adjusted for estimated forfeitures, related to nonvested stock options was approximately $797,176 as of 30 April 2021 (2020 - $1,616,077), and is expected to be recognized over a weighted average period of 1.47 years (2020 – 1.67 years). Number of options Weighted average exercise price Weighted average contractual term remaining (in years) Aggregate intrinsic value Outstanding at 31 July 2020 9,155,000 CAD$ 0.70 3.48 CAD$ — Issued 1,500,000 CAD$ 0.61 1.68 — Cancelled (100,000 ) CAD$ 0.66 — — Exercised (700,000 ) CAD$ 0.57 — — Outstanding at 30 April 2021 9,855,000 CAD$ 0.71 3.01 CAD$ 58,750 Vested and fully exercisable at 30 April 2021 6,880,000 CAD$ 0.70 2.54 CAD$ 58,750 Share Purchase Warrants As of 30 April 2021 and 31 July 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, 2021 | |
Segment Reporting [Abstract] | |
Segmented Information and Major Customers | 13. 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 three and nine months ended 30 April 2021, the Company had no |
Supplemental Disclosures with R
Supplemental Disclosures with Respect to Cash Flows | 9 Months Ended |
Apr. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures with Respect to Cash Flows | 14 . Supplemental Disclosures with Respect to Cash Flows Three Months Ended 30 April Six Months Ended 30 April 2021 2020 2021 2020 Cash paid during the period for interest $ — $ — $ — $ — Cash paid during the period for income taxes $ 48,021 $ — $ 49,146 $ — 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 12 and 18). On 14 November 2019, the Company issued 70,500 previously escrowed shares with a fair value of $17,786 to Toro Pacific Management Inc. in connection with the acquisition of NMG (Note 12). On 21 October 2020, the Company issued 793,466 common shares valued at $297,042 in relation to acquiring the remaining 70% interest in NMG OH 1 (Notes 12 and 17). On the assumption of the lease in Elyria, Ohio, the Company recognized right-of-use assets (Notes 8 and 19), and a corresponding increase in lease liabilities, in the amount of $234,734 which represented the present value of future lease payments using a discount rate of 12% per annum. On the assumption of the lease in Long Beach, California, the Company recognized right-of-use assets (Notes 8 and 19), and a corresponding increase in lease liabilities, in the amount of $254,329 which represented the present value of future lease payments using a discount rate of 12% per annum. On 14 November 2020, the Company issued 70,500 previously escrowed shares with a fair value of $19,703 to Toro Pacific Management Inc. in connection with the acquisition of NMG (Note 12). |
Business Acquisition
Business Acquisition | 9 Months Ended |
Apr. 30, 2021 | |
Business Combinations [Abstract] | |
Business Acquisition | 15 . Business Acquisition The Clubhouse dispensary On 4 September 2020, NMG OH 1 received all approvals and final license and name transfer from the Ohio Department of Pharmacy for Clubhouse dispensary located in Elyria, Ohio. The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. The purchase accounting process has not been completed primarily because the valuation of acquired assets has not been finalized. We expect to complete the purchase accounting as soon as practicable but no later than one year from the acquisition date. The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed, which were recorded as of the acquisition date, as well as the aggregate consideration for the acquisition of NMG OH 1 made by the Company: Purchase consideration – “preliminary” $ 3,873,170 Assets acquired: Cash 257,462 Amounts receivable 510,367 Prepaid expenses 4,965 Inventory 178,898 Property and equipment 863,244 Licenses and customer relationships 2,710,000 Liabilities assumed: Trade payable and accrued liabilities (443,590 ) Net assets acquired 4,081,346 Bargain purchase – “preliminary” (208,176 ) TOTAL $ 3,873,170 ShowGrow Long Beach dispensary On 28 August 2020, NMG LB received all approvals and final license transfer for the ShowGrow Long Beach dispensary. The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. The purchase accounting process has not been completed primarily because the valuation of acquired assets has not been finalized. We expect to complete the purchase accounting as soon as practicable but no later than one year from the acquisition date. The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed, which were recorded as of the acquisition date, as well as the aggregate consideration for the acquisition of NMG LB made by the Company: Purchase consideration – “preliminary” $ 8,912,733 Assets acquired: Cash 65,340 Prepaid expenses 15,264 Inventory 177,930 Loan receivable (Note 7) 239,834 Property and equipment 5,402 Liabilities assumed: Trade payable and accrued liabilities (732,262 ) Income taxes payable (423,931 ) Loans payable (Note 11) (12,190 ) Net liabilities acquired (664,613 ) Brand and licenses 6,510,000 Goodwill - preliminary 3,067,346 TOTAL $ 8,912,733 Pro forma financial information was deemed impracticable to disclose as the final consideration and allocation of intangibles is still preliminary for the Clubhouse and ShowGrow Long Beach dispensaries. |
Commitments
Commitments | 9 Months Ended |
Apr. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 16 . Commitments a) In connection with the strategic investment agreement with Australis dated 30 October 2018 (the “Investment Agreement”), 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, 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. |
Investment in NMG Ohio LLC
Investment in NMG Ohio LLC | 9 Months Ended |
Apr. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in NMG Ohio LLC | 17. Investment in NMG Ohio LLC On 7 June 2018, the Company acquired a 30% interest in NMG Ohio, which has a cannabis dispensary and a provisional production license. 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. The remaining cash payments totaling $393,750 and the remaining issuance of 793,466 common shares were paid and issued upon transferring the dispensary license for and the assets and liabilities associated with The Clubhouse Dispensary into the Company’s wholly-owned subsidiary, NMG OH 1 (Notes 12 and 15). The provisional production license remains in NMG Ohio and the Company anticipate closing the acquisition of the remaining 70% interest in NMG Ohio upon receipt of production license. Following the completion of license transfer of the Ohio dispensary on 4 September 2020 to the Company’s wholly-owned subsidiary, NMG OH 1, the Company began consolidating the assets, liabilities, revenues and expenses related to the dispensary. The Company still accounts for its 30% ownership interest in NMG Ohio as an investment using the equity method of accounting. During the period from 1 August 2020 to 4 September 2020, NMG Ohio recorded net revenues of $534,971, expenses of $452,065 and a net income of $82,906. The Company recorded an equity in earnings of $24,872 relating to its 30% pro rata share of net income which was included in other items on the statement of operations. During the period from 5 September 2020 to 30 April 2021, NMG Ohio did not have any operating activities. 30 April 2021 31 July 2020 Equity investment in NMG Ohio Opening balance $ 531,185 $ 134,066 Equity pickup 24,872 397,119 Total equity investment in NMG Ohio 556,057 531,185 Acquisition of remaining 70% interest: Opening balance 2,630,055 2,630,055 Acquisition costs: Common shares issued to vendors at fair value 297,042 — Acquisition costs: Cash payments to vendors 393,750 — Foreign exchange (3,734 ) — Total advances for remaining 70% acquisition of NMG Ohio 3,317,113 2,630,055 3,873,170 3,161,240 Acquisition of The Clubhouse Dispensary (Note 14) (3,873,170 ) — Total investment in NMG Ohio $ — $ 3,161,240 Loan receivable (payable) to NMG Ohio Opening balance $ (466,495 ) $ 701,781 Advances provided to NMG Ohio 228,736 112,869 Advances received from NMG Ohio — (1,252,429 ) Foreign exchange 16,325 (28,716 ) Transferred to NMG OH 1 and eliminated on consolidation 221,434 — Loan payable to NMG Ohio $ — $ (466,495 ) Summarized financial information for NMG Ohio is as follows: 4 September 2020 31 October 2020 Current assets $ 1,180,828 $ — Non-current assets 962,537 — Total assets 2,143,365 — Current liabilities 439,340 — Non-current liabilities — — Total liabilities 439,340 — Revenues 534,971 — Gross profit 231,776 — Net income 82,906 — Net income attributable to the Company $ 24,872 $ — |
Investment in and advances to G
Investment in and advances to GLDH | 9 Months Ended |
Apr. 30, 2021 | |
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 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. The Company is in the process of finalizing the Purchase Agreement (see below) and applying the Note to the purchase price. 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; 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. 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) 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 equal to the net liability of GLDH and Airport Collective. 2. The NMG SD Settlement Agreement’s consideration includes the following on closing: i. USD$500,000 to be paid in common shares (624,380 common shares issued) 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) 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) 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, payable in common shares (1,031,725 common shares issued) at a share price equal to the maximum allowable discount pursuant to Canadian Securities Exchange policies, upon execution of the assignment agreement; 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 year ended 31 July 2020); 3. The Company will forgive approximately USD$800,000 for prior operating loans advanced by the Company to GLDH; and; 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 2021 and 31 July 2020 is as follows: 30 April 2021 31 July 2020 Opening balance $ 8,910,854 $ 7,373,036 Note receivable — — Share issuances — 4,092,175 Share payment reduction — (793,416 ) Interest income accrued on the Note 88,143 1,040,000 Advances for working capital 3,030 2,143,609 Lease Assignment Agreement payment — 750,000 Amount transferred to Property and Equipment — (1,431,585 ) Amount transferred to Brand and Licenses — (3,585,483 ) Expensed during the period (188,879 ) (501,862 ) Foreign exchange 99,585 (175,620 ) 8,912,733 8,910,854 Acquisition of ShowGrow Long Beach dispensary (Note 14) (8,912,733 ) — Ending balance $ — $ 8,910,854 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. |
Lease Liabilities
Lease Liabilities | 9 Months Ended |
Apr. 30, 2021 | |
Leases [Abstract] | |
Lease Liabilities | 19. 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 and again increased to $13,132 plus common area expenses on 1 December 2019. The guaranteed minimum monthly rent is subject to a % 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 $15,914 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. d) On 28 August 2020, the Company assumed a five-year lease dated 10 January 2017, as amended on 7 September 2018, for the property located at 3411 E. Anaheim St., Long Beach, California. The Company has one option to extend the lease for five years. The rent is $4,215 per month increasing by 3% every year until 10 January 2022. e) On 4 September 2020, the Company assumed a five-year lease dated 25 October 2017 for the property located at 709 Sugar Lane, Elyria, Ohio. The Company has three options to extend the lease and each option is for three years. The rent is $4,000 per month increasing by 5% starting on 1 July 2021 and 1 July 2024. On the assumption of the lease in Long Beach, California, the Company recognized right-of-use assets (Notes 8 and 15), and a corresponding increase in lease liabilities, in the amount of $414,942 which represented the present value of future lease payments using a discount rate of 12% per annum. On the assumption of the lease in Elyria, Ohio, the Company recognized right-of-use assets (Notes 8 and 14), and a corresponding increase in lease liabilities, in the amount of $234,734 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 2021, the Company recorded a total lease expense of $102,029 (2020 - $54,477) and $292,660 (2020 - $166,107), respectively, related to the accretion of lease liabilities and the amortization of right-of-use assets. Lease expense of $36,461 (2020 - $Nil) and $109,384 (2020 - $Nil) was allocated to cost of sales for the three and nine months ended 30 April 2021, respectively. 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 $ 374,133 Right-of-use assets obtaining in exchange for lease obligations: Operating leases $ 489,063 Weighted-average remaining lease term – operating leases 6.57 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 2021 (three months) $ 130,575 2022 544,678 2023 557,696 2024 566,756 2025 and thereafter 1,878,401 Total lease payments $ 3,678,106 Less imputed interest (1,007,224 ) Total $ 2,670,882 Less current portion (434,174 ) Long term portion 2,236,708 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Apr. 30, 2021 | |
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. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2020. These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended July 31, 2020. Operating results for the nine months ended April 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2021. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, statements of stockholders’ equity and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 2021 or any future period. |
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 2021 and 31 July 2020, the Company has no allowance for doubtful accounts. |
Revenue recognition | Revenue recognition The Company generates substantially all of its revenue from the sale of cannabis and hemp products through contracts with customers. Cannabis and hemp products are sold through various distribution channels. Revenue is recognized when the control of the goods is transferred to the customer, which occurs at a point in time, typically upon delivery to or receipt by the customer, depending on shipping terms. 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. Cost is determined based on the average cost method. The Company periodically reviews its inventory for obsolete and potentially impaired items. As of 30 April 2021 and 31 July 2020, 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 useful life or the term of the lease |
Intangible Assets | Intangible Assets 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 10 10 |
Goodwill | Goodwill Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net assets acquired in our business combinations. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Events or changes in circumstances that could trigger an impairment review include a significant adverse change in business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations. The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, additional impairment testing is not required. The Company tests for goodwill impairment annually during its fourth quarter. |
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. |
Equity Method Investments | Equity Method Investments The Company utilizes the equity method when accounting for investments in which the Company is able to exercise significant influence, but does not hold controlling interest. Significant influence is generally presumed to exist when the Company owns between 20% to 50% of the investee. Under the equity method of accounting, the investee's financials are not consolidated within the Company's financial statements. |
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. Potentially dilutive options and warrants of 22,270,284 existed at 30 April 2021. |
Comprehensive loss | Comprehensive loss ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive income/loss and its components in the consolidated financial statements. As of 30 April 2021 and 31 July 2020, the Company reported foreign currency translation adjustments as other comprehensive income or loss and included a schedule of comprehensive income/loss in the consolidated financial statements. |
Foreign currency translation | Foreign currency translation The Company’s functional currency is the Canadian dollar and its reporting currency is in U.S. dollars. The Company’s subsidiaries have a functional currency 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. 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 consolidated 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 consolidated 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, 2021 | |
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 (“NMG LB”) 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 (“NMG SD”) California, USA 60 % 30 January 2019 NMG OH 1, LLC (“NMG OH 1”) Ohio, USA 100 % 30 January 2020 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Apr. 30, 2021 | |
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 useful life or the term of the lease |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Apr. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
Schedule of financial assets at fair value | As of 30 April 2021 As of 31 July 2020 Financial assets at fair value Cash $ 1,315,748 $ 1,352,130 Convertible loan receivable 1,455,210 1,290,263 Total financial assets at fair value $ 2,770,958 $ 2,642,393 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Apr. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | As of 30 April 2021 and 31 July 2020, inventory consisted of: 30 April 2021 31 July 2020 Work in progress $ 668,074 $ 211,621 Finished goods 2,387,427 959,939 Consumables 462,196 598,277 Total $ 3,517,697 $ 1,769,837 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Apr. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
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 2020 $ 73,310 $ 478,187 $ 545,723 $ 51,108 $ 38,717 $ 2,172 $ 4,245,389 $ 2,257,055 $ 7,691,661 Additions or disposals 27,078 12,902 — — 8,163 326,144 — 374,287 Acquisitions (Note 15) 287,015 — — — — — 482,338 649,676 1,419,029 Balance, 30 April 2021 387,403 478,187 558,625 51,108 38,717 10,335 5,053,871 2,906,731 9,484,977 Accumulated Depreciation: Balance, 31 July 2020 15,844 182,232 130,421 14,421 18,797 897 472,790 123,240 958,642 Depreciation 24,613 51,094 58,999 5,461 4,137 668 234,071 — 379,043 Amortization of ROU assets (Note 18) — — — — — — — 175,604 175,604 Balance, 30 April 2021 40,457 233,326 189,420 19,882 22,934 1,565 706,861 298,844 1,513,289 Net Book Value: At 31 July 2020 57,466 295,955 415,302 36,687 19,920 1,275 3,772,599 2,133,815 6,733,019 At 30 April 2021 $ 346,946 $ 244,861 $ 369,205 $ 31,226 $ 15,783 $ 8,770 $ 4,347,010 $ 2,607,887 $ 7,971,688 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 9 Months Ended |
Apr. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of gross carrying amount of goodwill | Balance at July 31, 2020 $ 2,635,721 Increase due to acquisitions 3,067,346 Balance at April 30, 2021 $ 5,703,067 |
Schedule of intangible assets | As of April 30, 2021 Gross carrying amount Weighted average life (years) Accumulated amortization Net carrying amount Amortizable intangible assets: Brand $ 247,000 — $ — $ 247,000 Licenses 20,718,508 10.0 (844,845 ) 19,873,663 Customer relationships 90,000 5.0 (8,872 ) 81,128 Total intangible assets $ 21,055,508 $ (853,717 ) $ 20,201,791 As of July 31, 2020 Gross carrying amount Weighted average life (years) Accumulated amortization Net carrying amount Amortizable intangible assets: Brand $ 247,000 — $ — $ 247,000 Licenses 11,588,508 10.0 (78,025 ) 11,510,483 Total intangible assets $ 11,835,508 $ (78,025 ) $ 11,757,483 |
Schedule of amortization of the intangible assets | 2021 (for the remaining three months) $ 302,255 2022 1,199,162 2023 1,199,162 2024 1,202,447 2025 1,199,162 Thereafter 6,927,607 $ 12,029,791 |
Related Party Balances and Tr_2
Related Party Balances and Transactions (Tables) | 9 Months Ended |
Apr. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | For the three months ended 30 April 2021 For the three months ended 30 April 2020 For the nine months ended 30 April 2021 For the nine months ended 30 April 2020 A company controlled by the President, Chief Executive Officer and a director Management fees $ 40,020 $ 37,696 $ 114,985 $ 117,074 A company controlled by the Chief Financial Officer and a director Management fees 25,512 21,758 71,514 69,658 A company controlled by a former director and former President of NMG Management fees 10,000 49,999 65,000 66,665 A company controlled by the Corporate Secretary Management fees 19,144 16,387 53,933 47,376 Consulting fees — (43 ) — 3,060 A company controlled by the former Chief Executive Officer and a former director Management fees — (129 ) — 9,272 $ 84,676 $ 125,668 $ 305,432 $ 313,105 |
Capital Stock (Tables)
Capital Stock (Tables) | 9 Months Ended |
Apr. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of fair value assumptions for stock options granted | Expected life of the options 3.125 years Expected volatility 112 % Expected dividend yield 0 % Risk-free interest rate 0.49 % Expected life of the options 1.81 years Expected volatility 101 % Expected dividend yield 0 % Risk-free interest rate 0.51 % |
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 2020 9,155,000 CAD$ 0.70 3.48 CAD$ — Issued 1,500,000 CAD$ 0.61 1.68 — Cancelled (100,000 ) CAD$ 0.66 — — Exercised (700,000 ) CAD$ 0.57 — — Outstanding at 30 April 2021 9,855,000 CAD$ 0.71 3.01 CAD$ 58,750 Vested and fully exercisable at 30 April 2021 6,880,000 CAD$ 0.70 2.54 CAD$ 58,750 |
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, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental disclosures with respect to cash flows | Three Months Ended 30 April Six Months Ended 30 April 2021 2020 2021 2020 Cash paid during the period for interest $ — $ — $ — $ — Cash paid during the period for income taxes $ 48,021 $ — $ 49,146 $ — |
Business Acquisition (Tables)
Business Acquisition (Tables) | 9 Months Ended |
Apr. 30, 2021 | |
The Clubhouse dispensary | |
Business Acquisition [Line Items] | |
Schedule of purchase consideration under business acquisition | Purchase consideration – “preliminary” $ 3,873,170 Assets acquired: Cash 257,462 Amounts receivable 510,367 Prepaid expenses 4,965 Inventory 178,898 Property and equipment 863,244 Licenses and customer relationships 2,710,000 Liabilities assumed: Trade payable and accrued liabilities (443,590 ) Net assets acquired 4,081,346 Bargain purchase – “preliminary” (208,176 ) TOTAL $ 3,873,170 |
ShowGrow Long Beach dispensary | |
Business Acquisition [Line Items] | |
Schedule of purchase consideration under business acquisition | Purchase consideration – “preliminary” $ 8,912,733 Assets acquired: Cash 65,340 Prepaid expenses 15,264 Inventory 177,930 Loan receivable (Note 7) 239,834 Property and equipment 5,402 Liabilities assumed: Trade payable and accrued liabilities (732,262 ) Income taxes payable (423,931 ) Loans payable (Note 11) (12,190 ) Net liabilities acquired (664,613 ) Brand and licenses 6,510,000 Goodwill - preliminary 3,067,346 TOTAL $ 8,912,733 |
Investment in NMG Ohio LLC (Tab
Investment in NMG Ohio LLC (Tables) | 9 Months Ended |
Apr. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of reconciliation and summarized financial information of Investment in NMG Ohio LLC | 30 April 2021 31 July 2020 Equity investment in NMG Ohio Opening balance $ 531,185 $ 134,066 Equity pickup 24,872 397,119 Total equity investment in NMG Ohio 556,057 531,185 Acquisition of remaining 70% interest: Opening balance 2,630,055 2,630,055 Acquisition costs: Common shares issued to vendors at fair value 297,042 — Acquisition costs: Cash payments to vendors 393,750 — Foreign exchange (3,734 ) — Total advances for remaining 70% acquisition of NMG Ohio 3,317,113 2,630,055 3,873,170 3,161,240 Acquisition of The Clubhouse Dispensary (Note 14) (3,873,170 ) — Total investment in NMG Ohio $ — $ 3,161,240 Loan receivable (payable) to NMG Ohio Opening balance $ (466,495 ) $ 701,781 Advances provided to NMG Ohio 228,736 112,869 Advances received from NMG Ohio — (1,252,429 ) Foreign exchange 16,325 (28,716 ) Transferred to NMG OH 1 and eliminated on consolidation 221,434 — Loan payable to NMG Ohio $ — $ (466,495 ) Summarized financial information for NMG Ohio is as follows: 4 September 2020 31 October 2020 Current assets $ 1,180,828 $ — Non-current assets 962,537 — Total assets 2,143,365 — Current liabilities 439,340 — Non-current liabilities — — Total liabilities 439,340 — Revenues 534,971 — Gross profit 231,776 — Net income 82,906 — Net income attributable to the Company $ 24,872 $ — |
Investment in and advances to_2
Investment in and advances to GLDH (Tables) | 9 Months Ended |
Apr. 30, 2021 | |
Long-term Investments [Abstract] | |
Schedule of total investment in GLDH | 30 April 2021 31 July 2020 Opening balance $ 8,910,854 $ 7,373,036 Note receivable — — Share issuances — 4,092,175 Share payment reduction — (793,416 ) Interest income accrued on the Note 88,143 1,040,000 Advances for working capital 3,030 2,143,609 Lease Assignment Agreement payment — 750,000 Amount transferred to Property and Equipment — (1,431,585 ) Amount transferred to Brand and Licenses — (3,585,483 ) Expensed during the period (188,879 ) (501,862 ) Foreign exchange 99,585 (175,620 ) 8,912,733 8,910,854 Acquisition of ShowGrow Long Beach dispensary (Note 14) (8,912,733 ) — Ending balance $ — $ 8,910,854 |
Lease Liabilities (Tables)
Lease Liabilities (Tables) | 9 Months Ended |
Apr. 30, 2021 | |
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 $ 374,133 Right-of-use assets obtaining in exchange for lease obligations: Operating leases $ 489,063 Weighted-average remaining lease term – operating leases 6.57 years Weighted-average discount rate – operating leases 12 % |
Schedule of maturities of lease liabilities | Year Ending 31 July Operating Leases 2021 (three months) $ 130,575 2022 544,678 2023 557,696 2024 566,756 2025 and thereafter 1,878,401 Total lease payments $ 3,678,106 Less imputed interest (1,007,224 ) Total $ 2,670,882 Less current portion (434,174 ) Long term portion 2,236,708 |
Nature and Continuance of Ope_3
Nature and Continuance of Operations (Details) | Apr. 30, 2021 |
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% |
NMG OH 1, LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Ownership | 100.00% |
Nature and Continuance of Ope_4
Nature and Continuance of Operations (Details Narrative) | 9 Months Ended | |
Apr. 30, 2021 | 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, 2021 | |
Office Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Cultivation Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Production Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Kitchen Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Vault Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | shorter of useful life or the term of the lease |
Significant Accounting Polici_5
Significant Accounting Policies (Details Narrative) | 9 Months Ended |
Apr. 30, 2021shares | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Dilutive options and warrants existed | 22,270,284 |
Brands and licenses acquired by NMG SD | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years |
Brands and licenses acquired by NMG LB and NMG OH 1 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) | Apr. 30, 2021 | Jul. 31, 2020 |
Financial assets at fair value | ||
Cash | $ 1,315,748 | $ 1,352,130 |
Convertible loan receivable | 1,455,210 | 1,290,263 |
Total financial assets at fair value | $ 2,770,958 | $ 2,642,393 |
Financial Instruments (Details
Financial Instruments (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Apr. 30, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2020 | Oct. 31, 2019 | Apr. 30, 2021 | Apr. 30, 2020 | Jul. 31, 2020 | |
Investments, All Other Investments [Abstract] | |||||||||
Retained Earnings (Accumulated Deficit) | $ (17,206,690) | $ (17,206,690) | $ (14,865,608) | ||||||
Net loss for the period | (251,723) | $ (1,147,100) | $ (778,367) | $ (1,292,083) | $ (1,235,352) | $ (896,797) | (2,177,189) | $ (3,424,232) | |
Negative cash flows from operations | (21,129) | $ (2,738,078) | |||||||
Working capital deficit | $ 1,962,094 | $ 1,962,094 |
Inventory (Details)
Inventory (Details) - USD ($) | Apr. 30, 2021 | Jul. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Work in progress | $ 668,074 | $ 211,621 |
Finished goods | 2,387,427 | 959,939 |
Consumables | 462,196 | 598,277 |
Total | $ 3,517,697 | $ 1,769,837 |
Convertible loan receivable (De
Convertible loan receivable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Jul. 31, 2020 | |
Convertible loan receivable [Line Items] | |||||
Loan receivable | $ 1,455,210 | $ 1,455,210 | $ 1,290,263 | ||
Convertible loan receivable | 752,268 | $ 842,085 | 752,268 | $ 842,085 | |
Accrued interest income | 18,000 | 18,000 | 54,000 | 72,000 | |
Interests receivable | 132,000 | 132,000 | $ 78,000 | ||
NMG | |||||
Convertible loan receivable [Line Items] | |||||
Management fee (per month) | $ 36,000 | $ 54,000 | |||
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% |
Loan receivable (Details Narrat
Loan receivable (Details Narrative) | Apr. 30, 2021USD ($) |
Receivables Abstract | |
Loan receivable | $ 239,834 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | Jul. 31, 2020 | |
Cost: | |||
Balance | $ 7,691,661 | ||
Additions or disposals | 374,287 | ||
Acquisitions (Note 15) | 1,419,029 | ||
Balance | 9,484,977 | $ 7,691,661 | |
Accumulated Depreciation: | |||
Balance | 958,642 | ||
Depreciation | 379,043 | $ 244,978 | |
Amortization of ROU assets (Note 18) | 175,604 | ||
Balance | 1,513,289 | 958,642 | |
Net Book Value | |||
Net Book Value: | 7,971,688 | 6,733,019 | |
Office Equipment | |||
Cost: | |||
Balance | 73,310 | ||
Additions or disposals | 27,078 | ||
Acquisitions (Note 15) | 287,015 | ||
Balance | 387,403 | 73,310 | |
Accumulated Depreciation: | |||
Balance | 15,844 | ||
Depreciation | 24,613 | ||
Amortization of ROU assets (Note 18) | 0 | ||
Balance | 40,457 | 15,844 | |
Net Book Value | |||
Net Book Value: | 346,946 | 57,466 | |
Cultivation Equipment | |||
Cost: | |||
Balance | 478,187 | ||
Acquisitions (Note 15) | 0 | ||
Balance | 478,187 | 478,187 | |
Accumulated Depreciation: | |||
Balance | 182,232 | ||
Depreciation | 51,094 | ||
Amortization of ROU assets (Note 18) | 0 | ||
Balance | 233,326 | 182,232 | |
Net Book Value | |||
Net Book Value: | 244,861 | 295,955 | |
Production Equipment | |||
Cost: | |||
Balance | 545,723 | ||
Additions or disposals | 12,902 | ||
Acquisitions (Note 15) | 0 | ||
Balance | 558,625 | 545,723 | |
Accumulated Depreciation: | |||
Balance | 130,421 | ||
Depreciation | 58,999 | ||
Amortization of ROU assets (Note 18) | 0 | ||
Balance | 189,420 | 130,421 | |
Net Book Value | |||
Net Book Value: | 369,205 | 415,302 | |
Kitchen Equipment | |||
Cost: | |||
Balance | 51,108 | ||
Additions or disposals | 0 | ||
Acquisitions (Note 15) | 0 | ||
Balance | 51,108 | 51,108 | |
Accumulated Depreciation: | |||
Balance | 14,421 | ||
Depreciation | 5,461 | ||
Amortization of ROU assets (Note 18) | 0 | ||
Balance | 19,882 | 14,421 | |
Net Book Value | |||
Net Book Value: | 31,226 | 36,687 | |
Vehicles | |||
Cost: | |||
Balance | 38,717 | ||
Additions or disposals | 0 | ||
Acquisitions (Note 15) | 0 | ||
Balance | 38,717 | 38,717 | |
Accumulated Depreciation: | |||
Balance | 18,797 | ||
Depreciation | 4,137 | ||
Amortization of ROU assets (Note 18) | 0 | ||
Balance | 22,934 | 18,797 | |
Net Book Value | |||
Net Book Value: | 15,783 | 19,920 | |
Vault Equipment | |||
Cost: | |||
Balance | 2,172 | ||
Additions or disposals | 8,163 | ||
Acquisitions (Note 15) | 0 | ||
Balance | 10,335 | 2,172 | |
Accumulated Depreciation: | |||
Balance | 897 | ||
Depreciation | 668 | ||
Amortization of ROU assets (Note 18) | 0 | ||
Balance | 1,565 | 897 | |
Net Book Value | |||
Net Book Value: | 8,770 | 1,275 | |
Leasehold Improvements | |||
Cost: | |||
Balance | 4,245,389 | ||
Additions or disposals | 326,144 | ||
Acquisitions (Note 15) | 482,338 | ||
Balance | 5,053,871 | 4,245,389 | |
Accumulated Depreciation: | |||
Balance | 472,790 | ||
Depreciation | 234,071 | ||
Amortization of ROU assets (Note 18) | 0 | ||
Balance | 706,861 | 472,790 | |
Net Book Value | |||
Net Book Value: | 4,347,010 | 3,772,599 | |
Right of use Assets | |||
Cost: | |||
Balance | 2,257,055 | ||
Additions or disposals | 0 | ||
Acquisitions (Note 15) | 649,676 | ||
Balance | 2,906,731 | 2,257,055 | |
Accumulated Depreciation: | |||
Balance | 123,240 | ||
Depreciation | 0 | ||
Amortization of ROU assets (Note 18) | 175,604 | ||
Balance | 298,844 | 123,240 | |
Net Book Value | |||
Net Book Value: | $ 2,607,887 | $ 2,133,815 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 56,934 | $ 25,637 |
Cost, Depreciation | $ 322,109 | $ 219,341 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net (Details) | 9 Months Ended |
Apr. 30, 2021USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance | $ 2,635,721 |
Increase due to acquisitions | 3,067,346 |
Balance | $ 5,703,067 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Jul. 31, 2020 | |
Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 21,055,508 | $ 11,835,508 |
Amortization of Intangible Assets | (853,717) | (78,025) |
Net carrying amount | 20,201,791 | 11,757,483 |
Brand [Member] | ||
Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 247,000 | 247,000 |
Amortization of Intangible Assets | 0 | 0 |
Net carrying amount | 247,000 | 247,000 |
Licenses [Member] | ||
Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 20,718,508 | $ 11,588,508 |
Weighted average life (years) | 10 years | 10 years |
Amortization of Intangible Assets | $ (844,845) | $ (78,025) |
Net carrying amount | 19,873,663 | $ 11,510,483 |
Customer Relationships [Member] | ||
Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 90,000 | |
Weighted average life (years) | 5 years | |
Amortization of Intangible Assets | $ (8,872) | |
Net carrying amount | $ 81,128 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net (Details 2) $ in Thousands | Jun. 30, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 (for the remaining three months) | $ 302,255 |
2022 | 1,199,162 |
2023 | 1,199,162 |
2024 | 1,202,447 |
2025 | 1,199,162 |
Thereafter | 6,927,607 |
Amortization of the intangible assets | $ 12,029,791 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense for intangible assets | $ 292,398 | $ 10,305 | $ 775,692 | $ 10,305 |
licenses of indefinite lived assets | $ 7,925,000 | $ 7,925,000 |
Related Party Balances and Tr_3
Related Party Balances and Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | |
Related Party Transaction [Line Items] | ||||
Management fees | $ 84,676 | $ 125,668 | $ 305,432 | $ 313,105 |
Consulting fees | 133,584 | 101,554 | 325,666 | 457,734 |
President and Chief Executive Officer | ||||
Related Party Transaction [Line Items] | ||||
Management fees | 40,020 | 37,696 | 114,985 | 117,074 |
Chief Financial Officer and a director | ||||
Related Party Transaction [Line Items] | ||||
Management fees | 25,512 | 21,758 | 71,514 | 69,658 |
Former director and former President | ||||
Related Party Transaction [Line Items] | ||||
Management fees | 10,000 | 49,999 | 65,000 | 66,665 |
Corporate Secretary | ||||
Related Party Transaction [Line Items] | ||||
Management fees | 19,144 | 16,387 | 53,933 | 47,376 |
Consulting fees | 0 | (43) | 0 | 3,060 |
Former Chief Executive Officer and former director | ||||
Related Party Transaction [Line Items] | ||||
Management fees | $ 0 | $ (129) | $ 0 | $ 9,272 |
Related Party Balances and Tr_4
Related Party Balances and Transactions (Details Narrative) | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2021USD ($) | Apr. 30, 2020USD ($) | Apr. 30, 2021USD ($) | Apr. 30, 2020USD ($) | Jul. 31, 2020USD ($) | |
Related Party Transaction [Line Items] | |||||
Due to Related Parties, Current | $ 37,709 | $ 37,709 | $ 52,937 | ||
Amount of consulting services | $ 10,000 | ||||
Terms of Investment Agreement | 5 years | ||||
Threshold percentage of common shares issued and outstanding no longer held by related party | 0.10 | ||||
Advisory fee payable | 36,000 | $ 36,000 | $ 72,000 | $ 72,000 | |
Chief Executive Officer | |||||
Related Party Transaction [Line Items] | |||||
Due to Related Parties, Current | 24,203 | 24,203 | 14,229 | ||
Chief Financial Officer | |||||
Related Party Transaction [Line Items] | |||||
Due to Related Parties, Current | 8,547 | 8,547 | 7,833 | ||
Corporate Secretary | |||||
Related Party Transaction [Line Items] | |||||
Due to Related Parties, Current | 6,140 | 6,140 | 5,875 | ||
Former director and former President | |||||
Related Party Transaction [Line Items] | |||||
Due to Related Parties, Current | $ 25,000 |
Loan Payable (Details Narrative
Loan Payable (Details Narrative) | Apr. 30, 2021USD ($) |
Promissory Notes Details Narrative Abstract | |
Loans Payable, Current | $ 12,190 |
Capital Stock (Details)
Capital Stock (Details) | Apr. 05, 2021 | Mar. 06, 2021 |
Stockholders' Equity Note [Abstract] | ||
Expected life of the options | 1 year 9 months 21 days | 3 years 1 month 15 days |
Expected volatility | 101.00% | 112.00% |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 0.51% | 0.49% |
Capital Stock (Details 1)
Capital Stock (Details 1) - Stock options - CAD ($) | Apr. 05, 2021 | Mar. 06, 2021 | Apr. 30, 2021 | Jul. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Opening balance | 9,155,000 | |||
Options Issued | 1,500,000 | |||
Option cancelled | (100,000) | |||
Option Exercised | (700,000) | |||
Closing balance | 9,855,000 | 9,155,000 | ||
Number of options, Vested and fully exercisable | 6,880,000 | |||
Weighted average exercise price, opening balance | $ 0.70 | |||
Exercise price of stock options Issued | $ 0.65 | $ 0.68 | 0.61 | |
Weighted average exercise price, options Cancelled | 0.66 | |||
Weighted average exercise price, options Exercised | 0.57 | |||
Weighted average exercise price, closing balance | 0.71 | $ 0.70 | ||
Weighted average exercise price, Vested and fully exercisable | $ 0.70 | |||
Weighted average contractual term remaining (in years) | 3 years 3 days | 3 years 5 months 23 days | ||
Weighted average contractual term remaining, Issued (in years) | 1 year 8 months 4 days | |||
Weighted average contractual term remaining (in years), Vested and fully exercisable | 2 years 6 months 14 days | |||
Aggregate intrinsic value | $ 58,750 | $ 0 | ||
Aggregate intrinsic value, Vested and fully exercisable | $ 58,750 |
Capital Stock (Details 2)
Capital Stock (Details 2) - $ / shares | 9 Months Ended | ||||
Apr. 30, 2021 | Nov. 14, 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 | $ 0.57 | $ 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 | ||||
Warrants price per share | $ 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 | ||||
Warrants price per share | $ 1.25 | ||||
Expiry dates | 16 May 2023 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) | Apr. 05, 2021CAD ($)$ / sharesshares | Apr. 05, 2021USD ($)shares | Mar. 06, 2021CAD ($)$ / sharesshares | Mar. 06, 2021USD ($)shares | Nov. 14, 2019CAD ($)$ / sharesshares | Nov. 14, 2019USD ($)shares | Oct. 04, 2019CAD ($)$ / sharesshares | Oct. 04, 2019USD ($)shares | Sep. 12, 2019$ / sharesshares | Aug. 12, 2019CAD ($)$ / sharesshares | Aug. 12, 2019USD ($)shares | Oct. 21, 2020USD ($)shares | Apr. 30, 2021CAD ($)$ / sharesshares | Apr. 30, 2021USD ($)shares | Apr. 30, 2020USD ($) | Oct. 31, 2019USD ($) | Apr. 30, 2021CAD ($)$ / shares | Apr. 30, 2021USD ($) | Apr. 30, 2020USD ($) | Apr. 30, 2021USD ($)$ / sharesshares | Nov. 14, 2020USD ($)shares | Jul. 31, 2020$ / sharesshares | Nov. 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 | |||||||||||||||||||||
Escrowed shares issued | 2,681,006 | ||||||||||||||||||||||
Common Stock, Shares, Outstanding | 109,077,778 | 107,513,812 | |||||||||||||||||||||
Number of warrants exercised | 22,485 | 22,485 | 22,727 | 22,727 | 38,912 | 81,591 | 81,591 | 700,000 | 700,000 | ||||||||||||||
Proceeds from issuance of common stock | $ | $ 90,840 | ||||||||||||||||||||||
Exercised | $ 25,682 | $ 19,405 | $ 20,454 | $ 15,455 | $ 53,850 | $ 40,688 | $ 399,000 | $ 317,045 | |||||||||||||||
Common stock shares issued upon exercise of warrants | 22,485 | 22,485 | 22,727 | 22,727 | 38,912 | 81,591 | 81,591 | 700,000 | 700,000 | ||||||||||||||
Stock-based compensation | $ | $ 244,276 | $ 263,349 | $ 733,098 | 659,015 | |||||||||||||||||||
Warrants price per share | $ / shares | $ 0.90 | $ 0.90 | $ 0.66 | $ 0.66 | $ 0.57 | $ 0.57 | |||||||||||||||||
Amount related to issued common shares | $ | 1,342,175 | $ 2,752,782 | |||||||||||||||||||||
Total unrecognized compensation cost | $ | $ 1,616,077 | $ 1,616,077 | $ 797,176 | ||||||||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 5 months 19 days | 1 year 5 months 19 days | 1 year 8 months 1 day | ||||||||||||||||||||
Stock options | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Stock options granted | 250,000 | 250,000 | 1,250,000 | 1,250,000 | |||||||||||||||||||
Exercise price | $ / shares | $ 0.65 | $ 0.68 | $ 0.61 | ||||||||||||||||||||
Fair value of stock options | $ 82,409 | $ 65,795 | $ 577,928 | $ 456,211 | |||||||||||||||||||
Stock-based compensation | $ 100,334 | 77,778 | $ 100,334 | $ 77,778 | |||||||||||||||||||
Percentage of issued and outstanding common shares | 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 | |||||||||||||||||||||
Amount related to issued common shares | $ | $ 2,752,782 | ||||||||||||||||||||||
Employee stock option | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Stock-based compensation | $ 14,307 | $ 11,100 | $ 14,307 | $ 11,100 | |||||||||||||||||||
Toro Pacific Management Inc. (the "Transferor") | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Escrowed shares issued | 70,500 | 70,500 | |||||||||||||||||||||
Escrowed shares fair value | $ | $ 19,703 | $ 17,786 | |||||||||||||||||||||
NMG Ohio LLC | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Common stock value | $ | $ 297,042 | ||||||||||||||||||||||
Common stock shares issued upon exercise of warrants | 793,466 | ||||||||||||||||||||||
Purchase of remaining ownership interest percentage | 70.00% | ||||||||||||||||||||||
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% | 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% | 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% | 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% | 25.00% | 25.00% |
Segmented Information and Maj_2
Segmented Information and Major Customers (Details Narrative) - Customer | 3 Months Ended | 9 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2021 | Apr. 30, 2020 | |
Segment Reporting [Abstract] | |||
Number of customer | |||
Percentage of revenues from major customer | 10.00% | 10.00% | 10.00% |
Supplemental Disclosures with_3
Supplemental Disclosures with Respect to Cash Flows (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | |
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 | $ 48,021 | $ 0 | $ 49,146 | $ 0 |
Supplemental Disclosures with_4
Supplemental Disclosures with Respect to Cash Flows (Details Narrative) - USD ($) | Aug. 12, 2019 | Oct. 21, 2020 | Apr. 30, 2020 | Oct. 31, 2019 | Apr. 30, 2020 | Apr. 30, 2021 | Nov. 14, 2020 | Sep. 04, 2020 | Aug. 28, 2020 | Jul. 31, 2020 | Nov. 14, 2019 |
Supplemental Disclosures With Respect To Cash Flows [Line Items] | |||||||||||
Loss on settlement | $ 239,328 | ||||||||||
Amount related to issued common shares | $ 1,342,175 | $ 2,752,782 | |||||||||
Operating lease, right-of-use asset and increase in lease liabilities | $ 2,607,887 | $ 2,129,659 | |||||||||
Escrowed shares issued | 2,681,006 | ||||||||||
NMG | |||||||||||
Supplemental Disclosures With Respect To Cash Flows [Line Items] | |||||||||||
Amount related to issued common shares | $ 2,752,782 | $ 297,042 | |||||||||
Number of common shares issued | 4,337,111 | 793,466 | |||||||||
Percentage of voting interest acquired | 70.00% | ||||||||||
Operating lease, right-of-use asset and increase in lease liabilities | $ 234,734 | $ 254,329 | |||||||||
Discount rate for present value of future lease payments | 12.00% | 12.00% | 12.00% | ||||||||
Escrowed shares issued | 70,500 | 70,500 | |||||||||
Escrowed shares fair value | $ 19,703 | $ 17,786 |
Business Acquisition (Details)
Business Acquisition (Details) - USD ($) | Sep. 04, 2020 | Aug. 28, 2020 | Apr. 30, 2021 | Jul. 31, 2020 |
Liabilities assumed: | ||||
Bargain purchase/Goodwill – “preliminary” | $ 5,703,067 | $ 2,635,721 | ||
The Clubhouse dispensary | ||||
Business Acquisition [Line Items] | ||||
Purchase consideration – "preliminary" | $ 3,873,170 | |||
Assets acquired: | ||||
Cash | 257,462 | |||
Amounts/Loans receivable | 510,367 | |||
Prepaid expenses | 4,965 | |||
Inventory | 178,898 | |||
Property and equipment | 863,244 | |||
Licenses and customer relationships | 2,710,000 | |||
Liabilities assumed: | ||||
Trade payable and accrued liabilities | (443,590) | |||
Net assets/liabilities acquired | 4,081,346 | |||
Bargain purchase/Goodwill – “preliminary” | (208,176) | |||
TOTAL | $ 3,873,170 | |||
ShowGrow Long Beach dispensary | ||||
Business Acquisition [Line Items] | ||||
Purchase consideration – "preliminary" | $ 8,912,733 | |||
Assets acquired: | ||||
Cash | 65,340 | |||
Amounts/Loans receivable | 239,834 | |||
Prepaid expenses | 15,264 | |||
Inventory | 177,930 | |||
Property and equipment | 5,402 | |||
Liabilities assumed: | ||||
Trade payable and accrued liabilities | (732,262) | |||
Income taxes payable | (423,931) | |||
Loans payable | (12,190) | |||
Net assets/liabilities acquired | (664,613) | |||
Brand and licenses | 6,510,000 | |||
Bargain purchase/Goodwill – “preliminary” | 3,067,346 | |||
TOTAL | $ 8,912,733 |
Commitments (Details Narrative)
Commitments (Details Narrative) - Investment Agreement - USD ($) | 1 Months Ended | 9 Months Ended |
Oct. 30, 2018 | Apr. 30, 2021 | |
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% |
Investment in NMG Ohio LLC (Det
Investment in NMG Ohio LLC (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Jul. 31, 2020 | |
Equity investment in NMG Ohio | |||||
Opening balance | $ 3,161,240 | ||||
Total equity investment in NMG Ohio | $ 3,161,240 | ||||
Acquisition of remaining 70% interest: | |||||
Foreign exchange | $ (90) | $ 23,199 | 140 | $ (57,807) | |
NMG Ohio LLC | |||||
Equity investment in NMG Ohio | |||||
Opening balance | 531,185 | 134,066 | 134,066 | ||
Equity pickup | 24,872 | 397,119 | |||
Total equity investment in NMG Ohio | 556,057 | 556,057 | 531,185 | ||
Acquisition of remaining 70% interest: | |||||
Opening balance | 2,630,055 | 2,630,055 | 2,630,055 | ||
Acquisition costs: Common shares issued to vendors at fair value | 297,042 | 0 | |||
Acquisition costs: Cash payments to vendors | 393,750 | 0 | |||
Foreign exchange | (3,734) | 0 | |||
Total advances for remaining 70% acquisition of NMG Ohio | 3,317,113 | 3,317,113 | 2,630,055 | ||
Total equity investment and advances to affiliate before acquisition of subsidiary | 3,873,170 | 3,873,170 | 3,161,240 | ||
Acquisition of The Clubhouse Dispensary (Note 14) | (3,873,170) | 0 | |||
Total investment in NMG Ohio | 0 | 0 | 3,161,240 | ||
Loan receivable (payable) to NMG Ohio | |||||
Opening balance | (466,495) | $ 701,781 | 701,781 | ||
Advances provided to NMG Ohio | 228,736 | 112,869 | |||
Advances received from NMG Ohio | 0 | (1,252,429) | |||
Foreign exchange | 16,325 | (28,716) | |||
Transferred to NMG OH 1 and eliminated on consolidation | 221,434 | 0 | |||
Loan payable to NMG Ohio | $ 0 | $ 0 | $ (466,495) |
Investment in NMG Ohio LLC (D_2
Investment in NMG Ohio LLC (Details 1) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Oct. 31, 2020 | Sep. 04, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Jul. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Current assets | $ 8,333,854 | $ 8,333,854 | $ 5,600,951 | ||||
Total assets | 42,210,400 | 42,210,400 | 38,799,268 | ||||
Current liabilities | 6,371,760 | 6,371,760 | 2,809,662 | ||||
TOTAL LIABILITIES | 9,413,667 | 9,413,667 | $ 5,494,819 | ||||
Net revenues | 7,156,016 | $ 1,052,306 | 18,765,785 | $ 4,066,216 | |||
Gross profit | $ 4,273,266 | $ (76,871) | $ 8,821,306 | $ 772,457 | |||
NMG Ohio LLC | Investment under definitive agreement | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Current assets | $ 0 | $ 1,180,828 | |||||
Non-current assets | 0 | 962,537 | |||||
Total assets | 0 | 2,143,365 | |||||
Current liabilities | 0 | 439,340 | |||||
Non-current liabilities | 0 | 0 | |||||
TOTAL LIABILITIES | 0 | 439,340 | |||||
Net revenues | 0 | 534,971 | |||||
Gross profit | 0 | 231,776 | |||||
Net income | 0 | 82,906 | |||||
Net income attributable to the Company | $ 0 | $ 24,872 |
Investment in NMG Ohio LLC (D_3
Investment in NMG Ohio LLC (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Oct. 31, 2020 | Sep. 04, 2020 | Jan. 31, 2019 | Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Jul. 31, 2019 | Jun. 07, 2018 | |
Net revenues | $ 7,156,016 | $ 1,052,306 | $ 18,765,785 | $ 4,066,216 | |||||
NMG Ohio LLC | |||||||||
Percentage of voting interest acquired | 100.00% | 30.00% | |||||||
Purchase of remaining ownership interest percentage | 70.00% | ||||||||
Consideration in cash to be paid for the acquisition of remaining interest | $ 1,575,000 | ||||||||
Common stock shares issued | 2,380,398 | ||||||||
Share issue costs (in shares) | 3,173,864 | 3,173,864 | |||||||
Common Shares Issued At 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 | |||||||
NMG Ohio LLC | Investment under definitive agreement | |||||||||
Ownership percentage | 30.00% | 30.00% | |||||||
Net revenues | $ 0 | $ 534,971 | |||||||
Expenses | 452,065 | ||||||||
Net income | 0 | 82,906 | |||||||
Equity pickup | $ 0 | $ 24,872 | |||||||
Percentage Of Pro Rata Share Of Net Income As Recorded Equity In Earnings | 30.00% |
Investment in and advances to_3
Investment in and advances to GLDH (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Jul. 31, 2020 | |
Long Term Investments [Roll Forward] | ||
Opening balance | $ 8,910,854 | |
Amount transferred to Property and Equipment | (1,419,029) | |
Ending balance | $ 8,910,854 | |
GLDH | ||
Long Term Investments [Roll Forward] | ||
Opening balance | 8,910,854 | 7,373,036 |
Note receivable | 0 | 0 |
Share issuances | 0 | 4,092,175 |
Share payment reduction | 0 | (793,416) |
Interest income accrued on the Note | 88,143 | 1,040,000 |
Advances for working capital | 3,030 | 2,143,609 |
Lease Assignment Agreement payment | 0 | 750,000 |
Amount transferred to Property and Equipment | 0 | (1,431,585) |
Amount transferred to Brand and Licenses | 0 | (3,585,483) |
Expensed during the period | (188,879) | (501,862) |
Foreign exchange | 99,585 | (175,620) |
Total investment before Acquisition of ShowGrow Long Beach dispensary | 8,912,733 | 8,910,854 |
Acquisition of ShowGrow Long Beach dispensary (Note 14) | (8,912,733) | 0 |
Ending balance | $ 0 | $ 8,910,854 |
Investment in and advances to_4
Investment in and advances to GLDH (Details Narrative) | 1 Months Ended | ||||||||
Nov. 28, 2018CAD ($)$ / sharesshares | Nov. 28, 2018USD ($)shares | Apr. 30, 2021$ / shares | Nov. 14, 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] | |||||||||
Warrants price per share | $ / shares | $ 0.57 | $ 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 | 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 | 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 | 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 | shares | 1,125,589 | 1,125,589 | |||||||
Issuance of Earn Out shares, percentage | 10.00% | 10.00% | |||||||
Australis | Loan agreement | |||||||||
Schedule of Investments [Line Items] | |||||||||
USD/CAD exchange rate | 0.7518 | ||||||||
Loan, face amount | $ | $ 4,000,000 | ||||||||
Warrants exercised | shares | 3,206,160 | 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 ($)shares | Apr. 30, 2021 | Jul. 31, 2020USD ($) | Jul. 31, 2019USD ($) | Apr. 30, 2020 | Jul. 03, 2019$ / 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% | ||||||
Forgive operating loan amount | 800,000 | ||||||
GLDH | GLDH's San Diego, California dispensary | |||||||
Schedule of Investments [Line Items] | |||||||
Ownership percentage | 60.00% | ||||||
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] | |||||||
Amount to be paid in common shares | $ 500,000 | ||||||
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] | |||||||
Amount payable in common shares | $ 700,000 | ||||||
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% |
Lease Liabilities (Details)
Lease Liabilities (Details) | 9 Months Ended |
Apr. 30, 2021USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 374,133 |
Right-of-use assets obtaining in exchange for lease obligations: | |
Operating leases | $ 489,063 |
Weighted-average remaining lease term - operating leases | 6 years 6 months 25 days |
Weighted-average discount rate - operating leases | 12.00% |
Lease Liabilities (Details 1)
Lease Liabilities (Details 1) - USD ($) | 9 Months Ended | |
Apr. 30, 2021 | Jul. 31, 2020 | |
Leases [Abstract] | ||
2021 (three months) | $ 130,575 | |
2022 | 544,678 | |
2023 | 557,696 | |
2024 | 566,756 | |
2025 and thereafter | 1,878,401 | |
Total lease payments | 3,678,106 | |
Less imputed interest | (1,007,224) | |
Total | 2,670,882 | |
Less current portion | (434,174) | $ (362,688) |
Long term portion | $ 2,236,708 | $ 1,806,212 |
Lease Liabilities (Details Narr
Lease Liabilities (Details Narrative) - USD ($) | Sep. 04, 2020 | Apr. 09, 2019 | Nov. 10, 2017 | Aug. 28, 2020 | Apr. 24, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Jul. 31, 2020 |
Lessee, Lease, Description [Line Items] | ||||||||||
Operating lease, right-of-use asset and increase in lease liabilities | $ 2,607,887 | $ 2,607,887 | $ 2,129,659 | |||||||
Lease expense related to accretion of lease liabilities and amortization of right-of-use assets | 102,029 | $ 54,477 | 292,660 | $ 166,107 | ||||||
Lease expense allocated to cost of sales | $ 36,461 | $ 109,384 | ||||||||
NMG | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Description for lease option to extend | The Company has three options to extend the lease and each option is for three years. | 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 one option to extend the lease for five years. | The Company has three options to extend the lease and each option is for five years. | |||||
Periodic rent payable, amount | $ 4,000 | $ 6,026 | $ 12,500 | $ 4,215 | $ 15,914 | |||||
Frequency of periodic payment | monthly | monthly | monthly | |||||||
Common area expenses | $ 1,129 | |||||||||
Monthly rent and common area expenses | $ 7,156 | $ 12,875 | ||||||||
Additional increased monthly rent and common area expenses | $ 13,132 | |||||||||
Operating lease, right-of-use asset and increase in lease liabilities | $ 234,734 | $ 254,329 | ||||||||
Discount rate for present value of future lease payments | 12.00% | 12.00% | 12.00% | 12.00% | ||||||
Percentage of increased minimum monthly rent | 5.00% | 2.00% | 3.00% | 3.00% | ||||||
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 |