Cover
Cover | 12 Months Ended |
Dec. 31, 2022 shares | |
Entity Addresses [Line Items] | |
Document Type | 40-F/A |
Amendment Flag | true |
Amendment Description | On March 27, 2023, Enthusiast Gaming Holdings Inc. (the "Company") filed its annual report on Form 40-F for the fiscal year ended December 31, 2022 (the "Original Filing"). This Amendment No. 1 to the Original Filing is being filed for the purpose of (a) including the audit report of the Company's independent auditors as part of the Company's consolidated audited financial statements for the years ended December 31, 2022 and 2021 in Exhibit 99.2, which report was filed in Canada on SEDAR on March 27, 2023 but inadvertently omitted from the Original Filing due to clerical error, (ii) filing a new consent of the Company's independent auditors as Exhibit 99.8, and (iii) filing certifications under Section 302 and 906 of the Sarbanes-Oxley Act of 2002 as Exhibits 99.4, 99.5, 99.6 and 99.7. |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2022 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2022 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-40331 |
Entity Registrant Name | ENTHUSIAST GAMING HOLDINGS INC. / Canada |
Entity Central Index Key | 0001854233 |
Entity Incorporation, State or Country Code | A1 |
Entity Address, Address Line One | 90 Eglinton Avenue East |
Entity Address, Address Line Two | Suite 805 |
Entity Address, City or Town | Toronto |
Entity Address, State or Province | ON |
Entity Address, Postal Zip Code | M4P 2Y3 |
City Area Code | 604 |
Local Phone Number | 785-0850 |
Title of 12(b) Security | Common Shares, no par value |
Trading Symbol | EGLX |
Security Exchange Name | NASDAQ |
Annual Information Form | true |
Audited Annual Financial Statements | true |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Entity Common Stock, Shares Outstanding | 151,767,243 |
ICFR Auditor Attestation Flag | false |
Auditor Firm ID | 85 |
Auditor Name | KPMG LLP |
Auditor Location | Vaughan |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 28 Liberty Street |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10005 |
City Area Code | 212 |
Local Phone Number | 894-8940 |
Contact Personnel Name | CT Corporation System |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - CAD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current | ||
Cash | $ 7,415,516 | $ 22,654,262 |
Trade and other receivables | 37,868,107 | 33,801,990 |
Investments | 125,000 | 131,342 |
Loans receivable | 50,935 | 176,931 |
Income tax receivable | 367,092 | 356,366 |
Prepaid expenses | 2,017,004 | 2,145,184 |
Total current assets | 47,843,654 | 59,266,075 |
Non-current | ||
Property and equipment | 180,621 | 247,988 |
Right-of-use assets | 2,099,996 | 2,885,662 |
Investment in associates and joint ventures | 2,450,031 | 885,269 |
Long-term portion of prepaid expenses | 279,814 | 261,922 |
Intangible assets | 116,967,438 | 129,138,595 |
Goodwill | 171,615,991 | 195,097,659 |
Total Assets | 341,437,545 | 387,783,170 |
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
Accounts payable and accrued liabilities | 32,823,320 | 34,391,221 |
Contract liabilities | 5,380,378 | 3,890,569 |
Income tax payable | 129,485 | 114,094 |
Current portion of long-term debt | 17,431,625 | 2,000,000 |
Current portion of deferred payment liability | 2,391,863 | 27,244,146 |
Current portion of lease liabilities | 872,429 | 796,835 |
Current portion of other long-term debt | 10,891 | 11,121 |
Total current liabilities | 59,039,991 | 68,447,986 |
Long-term debt | 7,681,867 | |
Long-term portion of deferred payment liability | 1,451,939 | 20,794,275 |
Long-term portion of lease liabilities | 1,478,438 | 2,213,512 |
Other long-term debt | 144,844 | 136,324 |
Deferred tax liability | 24,671,326 | 25,740,885 |
Total liabilities | 86,786,538 | 125,014,849 |
Shareholders’ Equity | ||
Share capital | 442,781,376 | 387,087,948 |
Contributed surplus | 30,402,742 | 25,485,361 |
Accumulated other comprehensive income | 8,629,848 | 527,166 |
Deficit | (227,162,959) | (150,332,154) |
Total shareholders’ equity | 254,651,007 | 262,768,321 |
Total liabilities and shareholders’ equity | $ 341,437,545 | $ 387,783,170 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Profit or loss [abstract] | ||
Revenue | $ 202,835,921 | $ 167,364,286 |
Cost of sales | 139,371,400 | 129,589,540 |
Gross margin | 63,464,521 | 37,774,746 |
Operating expenses | ||
Professional fees | 2,691,148 | 3,073,330 |
Consulting fees | 5,789,576 | 4,591,688 |
Advertising and promotion | 2,682,684 | 3,047,149 |
Office and general | 9,533,291 | 6,972,055 |
Annual general meeting legal and advisory costs | 3,386,596 | |
Salaries and wages | 36,493,089 | 25,140,326 |
Technology support, web development and content | 21,858,408 | 10,640,184 |
Esports player, team and game expenses | 4,352,150 | 5,497,165 |
Foreign exchange gain | (446,625) | (2,079,774) |
Share-based compensation | 7,751,370 | 18,918,489 |
Amortization and depreciation | 16,707,844 | 9,518,471 |
Total operating expenses | 110,799,531 | 85,319,083 |
Goodwill impairment | 31,281,286 | |
Transaction costs | 114,853 | 1,490,463 |
Share of net (income) loss from investment in associates and joint ventures | (1,241,684) | 266,641 |
Interest and accretion | 3,620,186 | 2,844,956 |
Loss on settlement of deferred payment liability | 3,302,824 | |
(Gain) loss on revaluation of deferred payment liability | (621,780) | 181,707 |
Loss on derecognition of long-term debt | 482,282 | |
Gain on repayment of long-term debt | (39,502) | |
Gain on settlement of long-term debt | (11,991) | |
Gain on sale of intangible assets | (4,836,075) | |
Gain on player buyouts | (518,581) | |
Change in fair value of investment | 444,764 | |
Loss on settlement of vendor-take-back loan | 316,241 | |
Interest income | (36,252) | (51,529) |
Net loss before income taxes | (78,882,069) | (52,986,087) |
Income taxes | ||
Current tax expense | 250,955 | 194,222 |
Deferred tax recovery | (2,302,219) | (1,133,687) |
Net loss for the year | (76,830,805) | (52,046,622) |
Items that may be reclassified to profit or loss | ||
Foreign currency translation adjustment | 8,102,682 | 481,738 |
Net loss and comprehensive loss for the year | $ (68,728,123) | $ (51,564,884) |
Net loss per share, basic and diluted | $ (0.54) | $ (0.43) |
Weighted average number of common shares outstanding, basic and diluted | 143,535,305 | 121,002,659 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - CAD ($) | Issued capital gross [member] | Revaluation surplus [member] | Accumulated other comprehensive income [member] | Profit reserves [member] | Total | Issued capital [member] |
Beginning balance, value at Dec. 31, 2020 | $ 232,616,997 | $ 7,494,164 | $ 45,428 | $ (98,285,532) | $ 141,871,057 | |
Balance (in number of shares) at Dec. 31, 2020 | 104,930,981 | |||||
IfrsStatementLineItems [Line Items] | ||||||
Issuance of shares for the Offerings, net of transaction costs | 95,146,338 | 95,146,338 | ||||
Issuance of shares for the Offerings, net of transaction costs (in shares) | 15,983,000 | |||||
Issuance of shares to effect the Vedatis acquisition | 2,374,380 | 2,374,380 | ||||
Issuance of shares to effect the Outplayed acquisition (in shares) | 226,563 | |||||
Issuance of shares to effect the Tabwire acquisition | 5,238,323 | 5,238,323 | ||||
Issuance of shares to effect the Tabwire acquisition (in shares) | 790,094 | |||||
Issuance of shares to effect the GameKnot acquisition | 921,417 | 921,417 | ||||
Issuance of shares to effect the GameKnot acquisition (in shares) | 165,425 | |||||
Issuance of shares to effect the Addicting Games acquisition | 14,636,402 | 14,636,402 | ||||
Issuance of shares to effect the Addicting Games acquisition (in shares) | 2,661,164 | |||||
Issuance of shares to effect the Outplayed acquisition | 26,182,611 | 26,182,611 | ||||
Issuance of shares to effect the Outplayed acquisition (in shares) | 5,164,223 | |||||
Shares issued upon exercise of options | 1,711,723 | (927,292) | 784,431 | |||
Shares issued upon exercise of options (in shares) | 363,176 | |||||
Shares issued upon conversion of convertible debentures | 7,626,957 | 7,626,957 | ||||
Shares issued upon conversion of convertible debentures (in shares) | 2,835,289 | |||||
Shares issued for settlement of deferred payment liability | 632,800 | 632,800 | ||||
Shares issued for settlement of deferred payment liability (in shares) | 429,354 | |||||
Share-based compensation | 18,918,489 | 18,918,489 | ||||
Other comprehensive income for the year | 481,738 | 481,738 | ||||
Net loss for the year | (52,046,622) | (52,046,622) | ||||
Ending balance, value at Dec. 31, 2021 | 387,087,948 | 25,485,361 | 527,166 | (150,332,154) | 262,768,321 | |
Balance (in number of shares) at Dec. 31, 2021 | 133,549,269 | |||||
IfrsStatementLineItems [Line Items] | ||||||
Issuance of shares to effect the Outplayed acquisition (in shares) | 35,770 | |||||
Issuance of shares to effect the Outplayed acquisition | 181,389 | 181,389 | ||||
Shares issued upon exercise of options | 2,862,076 | (2,527,504) | 334,572 | |||
Shares issued upon exercise of options (in shares) | 760,938 | |||||
Shares issued for settlement of deferred payment liability | 50,373,851 | 50,373,851 | ||||
Shares issued for settlement of deferred payment liability (in shares) | 16,280,103 | |||||
Share-based compensation | 7,751,370 | 7,751,370 | ||||
Other comprehensive income for the year | 8,102,682 | 8,102,682 | ||||
Net loss for the year | (76,830,805) | (76,830,805) | ||||
Shares issued upon settlement of restricted share units | 306,485 | (306,485) | ||||
Shares issued upon settlement of restricted share units (in shares) | 42,838 | |||||
Shares issued for settlement of accounts payable | 1,969,627 | 1,969,627 | ||||
Shares issued for settlement of accounts payable (in shares) | 1,098,325 | |||||
Ending balance, value at Dec. 31, 2022 | $ 442,781,376 | $ 30,402,742 | $ 8,629,848 | $ (227,162,959) | $ 254,651,007 | |
Balance (in number of shares) at Dec. 31, 2022 | 151,767,243 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss for the year | $ (76,830,805) | $ (52,046,622) |
Items not affecting cash: | ||
Goodwill impairment | 31,281,286 | |
Amortization and depreciation | 16,707,844 | 9,518,471 |
Share-based compensation | 7,751,370 | 18,918,489 |
Interest and accretion | 2,334,783 | 1,294,774 |
Deferred tax recovery | (2,302,219) | (1,133,687) |
Share of net (income) loss from investment in associates and joint ventures | (1,241,684) | 266,641 |
Gain on sale of intangible assets | (4,876,659) | |
Loss on settlement of deferred payment liability | 3,302,824 | |
(Gain) loss on revaluation of deferred payment liability | (621,780) | 181,707 |
Foreign exchange gain | (775,004) | (172,776) |
Gain on player buyouts | (518,581) | |
Gain on settlement of accounts payable | (587,769) | |
Loss on derecognition of long-term debt | 482,282 | |
Gain on repayment of long-term debt | (39,502) | |
Gain on settlement of long-term debt | (11,991) | |
Loss on settlement of vendor-take-back loan | 316,241 | |
Shares for services | (179,374) | 173,567 |
Provisions | 479,007 | |
Change in fair value of investment | 444,764 | |
Changes in working capital: | ||
Changes in trade and other receivables | (3,328,743) | (8,322,247) |
Changes in prepaid expenses | 128,180 | (1,599,739) |
Changes in loans receivable | 125,995 | 37,500 |
Changes in accounts payable and accrued liabilities | 944,457 | 7,687,368 |
Changes in contract liabilities | 1,142,087 | 1,284,406 |
Changes in income tax receivable and payable | 98,932 | (174,052) |
Income tax paid | (156,784) | (301,975) |
Net cash used in operating activities | (26,640,355) | (23,678,663) |
Cash flows from investing activities | ||
Cash paid for mergers and acquisitions | (2,937,520) | (36,222,278) |
Cash acquired from mergers and acquisitions | 1,748,602 | 2,406,356 |
Proceeds from sale of intangible assets | 5,460,959 | |
Proceeds from player buyouts, net of transaction costs | 518,581 | |
Repayment of deferred payment liability | (472,833) | |
Proceeds from redemption of investments | 6,865 | |
Investment in associates and joint venture | (125,000) | |
Acquisition of property and equipment | (11,278) | (3,398) |
Net cash provided by (used in) investing activities | 4,313,376 | (33,944,320) |
Cash flows from financing activities | ||
Proceeds from the issuance of shares for Offerings, net of transaction costs | 95,146,338 | |
Proceeds from long-term debt, net of transaction costs | 9,758,128 | 10,823,240 |
Repayment of long-term debt | (2,588,238) | (23,773,470) |
Proceeds from exercise of options | 289,034 | 784,431 |
Repayment of vendor-take-back loan | (6,158,329) | |
Repayment of other long-term debt | (12,871) | (5,561) |
Lease payments | (948,040) | (802,013) |
Net cash provided by financing activities | 6,498,013 | 76,014,636 |
Foreign exchange effect on cash | 590,220 | (61,214) |
Net change in cash | (15,238,746) | 18,330,439 |
Cash, beginning of year | 22,654,262 | 4,323,823 |
Cash, end of year | $ 7,415,516 | $ 22,654,262 |
Nature of operations
Nature of operations | 12 Months Ended |
Dec. 31, 2022 | |
Nature of operations | 1. Nature of operations Enthusiast Gaming Holdings Inc. (the “Company” or “Enthusiast”) was incorporated under the Business Corporation Act The Company’s principal business activities are comprised of media and content, entertainment and esports. The Company’s digital media platform includes video gaming related websites, YouTube channels and a library of casual games. The Company’s esports division, Luminosity Gaming Inc. (“Luminosity”), is a leading global esports franchise that consists of professional esports teams under ownership and management, including the Vancouver Titans Overwatch team and the Seattle Surge Call of Duty team. The Company’s entertainment business owns and operates the largest mobile gaming event in Europe, Pocket Gamer Connects. On May 1, 2021, the Company acquired all of the issued and outstanding shares of Vedatis SAS (“Vedatis”) pursuant to a share purchase agreement dated May 1, 2021 (the “Vedatis SPA”). The Vedatis SPA is accounted for in accordance with IFRS 3, as the operations of Vedatis constitute a business. On June 21, 2021, the Company, through its wholly-owned subsidiary, Enthusiast Gaming Media (US) Inc. (“Media US”), acquired all of the issued and outstanding membership interest of Tabwire LLC (“Tabwire”) pursuant to an equity purchase agreement dated April 22, 2021 (the “Tabwire EPA”). The Tabwire EPA is accounted for in accordance with IFRS 3, as the operations of Tabwire constitute a business. On August 30, 2021, the Company, through its wholly-owned subsidiary, Media US, acquired all of the issued and outstanding membership interest of GameKnot LLC (“GameKnot”) pursuant to an equity purchase agreement dated August 30, 2021 (the “GameKnot EPA”). The GameKnot EPA is accounted for in accordance with IFRS 3, as the operations of GameKnot constitute a business. On September 3, 2021, the Company, through its wholly-owned subsidiary, Media US, acquired all of the issued and outstanding shares of Addicting Games, Inc. and TeachMe, Inc. (“TeachMe”, which together with Addicting Games, Inc., is herein referred to as “Addicting Games”) pursuant to a share purchase agreement dated September 3, 2021 (the “Addicting Games SPA”). The Addicting Games SPA is accounted for in accordance with IFRS 3, as the operations of Addicting Games constitute a business. On November 22, 2021, the Company, through its wholly-owned subsidiary, Media US, acquired all of the issued and outstanding shares of Outplayed, Inc. (“Outplayed”) pursuant to a merger agreement dated November 22, 2021 (the “Outplayed MA”). Pursuant to the Outplayed MA between Enthusiast Acquisition Corp. (“Acquisition Corp”), a subsidiary of Media US incorporated to facilitate this transaction, and Outplayed, Outplayed merged with and into Acquisition Corp and Acquisition Corp changed its name to Outplayed, Inc. The Outplayed MA is accounted for in accordance with IFRS 3, as the operations of Outplayed constitute a business. On April 28, 2022, the Company, through its wholly-owned subsidiary, Steel Media Limited, acquired all of the issued and outstanding treasury shares of Fantasy Media Ltd (“FML”) and Fantasy Football Scout Limited (“FFS”, which together with “FML” is herein referred to as “FFS”), pursuant to a share purchase agreement dated April 28, 2022 (the “FFS SPA”). The FFS SPA is accounted for in accordance with IFRS 3, as the operations of FFS constitute a business. The Vedatis SPA, Tabwire EPA, GameKnot EPA, Addicting Games SPA, Outplayed MA and FFS SPA are collectively called the “Mergers and Acquisitions” in these consolidated financial statements. For information relating to the accounting of the Mergers and Acquisitions to Note 5. Approval of Financial Statements These consolidated financial statements were authorized for issuance by the Board of Directors of the Company on March 27, 2023. |
Statement of compliance and bas
Statement of compliance and basis of preparation | 12 Months Ended |
Dec. 31, 2022 | |
Statement of compliance and basis of preparation | 2. Statement of compliance and basis of preparation (i) Statement of compliance The Company prepares its consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) using the accounting policies described herein as issued by International Accounting Standards Board (“IASB”) and interpretations by the IFRS Interpretations Committee. (ii) Basis of presentation The consolidated financial statements are prepared under the historical cost convention except for the revaluation of certain financial assets and liabilities to fair value. All financial information is presented in Canadian dollars, except as otherwise noted. (iii) Basis of consolidation Subsidiaries are entities controlled by the Company where control is defined as the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are included in the consolidated financial statements from the date control is obtained until the date control ceases. All intercompany balances, transactions, income and expenses have been eliminated on consolidation. These consolidated financial statements include the accounts of Enthusiast Gaming Holdings Inc. and its wholly-owned subsidiaries. The accounts of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. The table below lists the Company’s wholly-owned subsidiaries: Name of Subsidiary Jurisdiction Functional Currency Accounting Method Aquilini GameCo Inc. GameCo eSports USA Inc. Luminosity Gaming Inc. Luminosity Gaming (USA) LLC Enthusiast Gaming Properties Inc. Enthusiast Gaming Inc Enthusiast Gaming Live Inc. Enthusiast Gaming Media (US) Inc. Tabwire LLC GameKnot LLC Addicting Games, Inc. TeachMe, Inc. Outplayed, Inc. Storied Talent, LLC Enthusiast Gaming Media Holdings Inc. Enthusiast Gaming (TSR) Inc. Hexagon Games Corp. Enthusiast Gaming (PG) Inc. Steel Media Limited Fantasy Media Ltd. Fantasy Football Scout Limited Omnia Media Inc. Vedatis SAS Canada USA Canada USA Canada Canada Canada USA USA USA USA USA USA USA Canada Canada Canada Canada England and Wales England and Wales England and Wales USA France Canadian dollars U.S. dollars Canadian dollars U.S. dollars Canadian dollars U.S. dollars Canadian dollars U.S. dollars U.S. dollars U.S. dollars U.S. dollars U.S. dollars U.S. dollars U.S. dollars Canadian dollars U.S. dollars Canadian dollars Canadian dollars UK Pound Sterling UK Pound Sterling UK Pound Sterling U.S. dollars Euro Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Refer to Note 8 for the Company’s investment in associates and joint ventures. |
Significant accounting policies
Significant accounting policies | 12 Months Ended |
Dec. 31, 2022 | |
Significant accounting policies | 3. Significant accounting policies The accounting policies set out below have been applied consistently to all years presented in these consolidated financial statements. (i) Foreign currency The consolidated financial statements are presented in Canadian dollars. The functional currency of Enthusiast Gaming Holdings Inc., Aquilini GameCo Inc., Luminosity Gaming Inc., Enthusiast Gaming Properties Inc., Enthusiast Gaming Gaming Live Inc., Enthusiast Gaming Media Holdings Inc., Hexagon Games Corp., Enthusiast Gaming (PG) Inc., AIG eSports Canada Holdings Ltd. and AFK Media Partnership is Canadian dollars. The functional currency of Enthusiast Gaming Inc., Omnia Media Inc., Enthusiast Gaming Media (US) Inc., Enthusiast Gaming (TSR) Inc., Luminosity Gaming (USA) LLC, GameCo eSports USA Inc., Tabwire LLC, GameKnot LLC, Addicting Games, Inc., TeachMe, Inc., Outplayed, Inc. and AIG eSports USA Intermediate Holdings, LLC is United States dollars. The functional currency of Steel Media Limited, Fantasy Football Scout Limited and Fantasy Media Ltd. is the UK pound sterling. The functional currency of Vedatis SAS is Euro. Assets and liabilities of subsidiaries having a functional currency other than the Canadian dollar are translated at the rate of exchange at the reporting period date. Revenues and expenses are translated at average rates for the period, unless exchange rates fluctuated significantly during the period, in which case the exchange rates at the dates of the transaction are used. The resulting foreign currency translation adjustments are recognized in accumulated other comprehensive loss included in the consolidated statements of shareholders’ equity. Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the date of the transactions. At the end of each reporting period, foreign currency denominated monetary assets and liabilities are translated to the functional currency using the prevailing rate of exchange at the reporting period date. Gains and losses on translation of monetary items are recognized in the consolidated statements of loss and comprehensive loss. Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income (“OCI”) in the translation reserve. (ii) Revenue Media and content revenue The Company generates media and content revenues primarily by delivering performance and brand advertising. Performance advertising creates and delivers relevant advertisements that users will click, leading to direct engagement with advertisers. Brand advertising enhances users’ awareness of and affinity with advertisers’ products and services, through videos, text, images, and other advertisements that run across various devices. Revenue from digital advertising is recognized when the user clicks on the advertisement or when the user views the advertisement for a specified period of time or based on cost-per-impression, which is based on the number of times an advertisement is displayed. Brand advertising revenue is also earned from talent management and representation. Within brand advertising revenue, the Company generates revenue through programs and promotions directly with advertisers on behalf of the talent it represents, by arranging for product placement, presentation, or additional advertisement of brands embedded directly within or around the video and social media content that is produced by the represented talent. This brand advertising revenue is recognized over time, using an output method, upon fulfillment of contractual campaigns based on the number of advertising units utilized. Subscription revenue The Company generates recurring subscription revenue from subscriptions to websites and casual games. Revenue is recognized ratably over the contractual subscription term as control of the goods or services is transferred to the customer, beginning on the date that the subscription is made available to the customer. Entertainment revenue The Company generates revenue through ticket sales and sponsorships during its exhibition events. The exhibition events are short in duration ranging from three to four days. The Company records revenue from ticket sales and sponsorships once the event is held and the performance obligation is met. Esports revenue The Company earns brand advertising revenue by undertaking programs and promotions directly with advertisers by arranging for product placement, presentation, or additional advertisement of brands embedded directly within or around video content that is produced by Luminosity influencers and teams. This brand advertising revenue is recognized over time, using an output method, upon fulfillment of contractual campaigns. The Company earns prize revenue from its winnings from various esports tournaments and competitions that Luminosity teams enter into. Revenue is recognized once the competition ends. The Company earns league fees from Luminosity teams being participants in certain various esports leagues. These fees are recognized over the term of the participation in the league. The Company earns revenue on physical and digital merchandise that it sells through its website and video games. Revenue is recognized when the products are shipped or digital products have been redeemed. The Company earns revenue by providing a series of esports management services, see Note 23. Revenue is recognized as the services are provided. Gross versus net revenue Third party arrangements are evaluated to determine whether the Company acts as the principal or agent under the specific terms of each arrangement. To the extent that the Company acts as the principal in an arrangement, revenues are reported on a gross basis; revenue and expenses are recognized in their respective financial statement line items. Conversely, if the Company acts as the agent, revenues are reported on a net basis; revenues are presented net of any expenses. Determination of principal or agent classification is based on an evaluation of whether the nature of the Company’s promise is a performance obligation to provide specific goods or services to the customer (principal), or simply arrange for those goods and services to be provided to the customer by a third party (agent). The most significant factors to consider include whether the Company controls the good or service immediately before it is transferred to the customer, is primarily responsible for fulfilling the promise to provide the specified good or service, has inventory risk before transferring the specified good or service, and has discretion in establishing prices for the specified good or service. (iii) Contract liabilities Contract liabilities represents the portion of goods or services to be transferred to the customer for the contractual subscription term remaining as of the period-end date, the portion of goods to services to be transferred to the customer for performance and brand advertising invoicing in excess of delivery as of the period-end date and amounts received in advance of live entertainment events to be held as of the period-end date. (iv) Investment in associates and joint ventures An associate is an entity over which the Company has significant influence and is neither a subsidiary nor a joint arrangement. The Company has significant influence when it has the power to participate in the financial and operating policy decisions of the associate but does not have control or joint control over those policies. A joint venture is a type of joint arrangement whereby the parties that have joint control of the contractual arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. The Company accounts for its investments in associates and joint ventures using the equity method. Under the equity method, the Company’s investments in associates and joint ventures are initially recognized at cost, including transaction costs, and subsequently increased or decreased to recognize the Company’s share of net earnings or losses of the associates and joint ventures after any adjustments necessary to give effect to uniform accounting policies and for impairment losses after the initial recognition date. The Company’s share of earnings or losses of the associates and joint ventures are recognized in net loss during the period. Unrealized gains and losses on transactions between the Company and its associates and joint ventures are eliminated to the extent of the Company’s interest in the associates and joint ventures. The Company assesses if there are any indicators of impairment of the carrying amount of the investments in associates and joint ventures at each reporting period. An impairment test is performed when there is objective evidence of impairment, such as significant adverse changes in the external environment in which the associates and joint ventures operates or a significant or prolonged decline in the fair value of the investment in associates and joint ventures below its carrying amount. An impairment loss is recorded when the recoverable amount becomes lower than the carrying amount. (v) Share-based payments The Company has a stock option plan for directors, officers, employees and consultants. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. For employees and those performing employee like services, the fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. For non-employees, the fair value of each tranche is measured based on the fair value of the goods or services received, unless that fair value cannot be estimated reliably, in which case, the Company measures their value based on the fair value of the equity instruments granted. Compensation expense is recognized over the tranche’s vesting period based on the number of awards expected to vest with the offset credited to contributed surplus. The number of awards expected to vest is reviewed quarterly with any impact being recognized immediately. If and when stock options are exercised, consideration received is credited to share capital and the fair value attributed to these options is transferred from contributed surplus to share capital. (vi) Income taxes and deferred taxes The income tax provision comprises current and deferred tax. Income tax is recognized in the consolidated statements of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted, or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Deferred tax is recognized in respect of temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the asset is realized or liability is settled. Deferred tax assets are recognized for deductible temporary differences, unused tax losses and other income tax deductions to the extent that it is probable the Company will have taxable income against which those deductible temporary differences, unused tax losses and other income tax deductions can be utilized. The extent to which deductible temporary differences, unused tax losses and other income tax deductions are expected to be realized is reassessed at the end of each reporting period. In a business combination, temporary differences arise as a result of differences in the fair values of identifiable assets and liabilities acquired and their respective tax basis. Deferred tax assets and liabilities are recognized for the tax effects of these differences. Deferred tax assets and liabilities are not recognized for temporary differences arising from goodwill or from the initial recognition of assets and liabilities acquired in a transaction other than a business combination which do not affect either accounting or taxable income or loss. (vii) Property and equipment Property and equipment is stated at cost less accumulated depreciation and impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. The carrying amount of a replaced asset is derecognized when replaced. Repairs and maintenance costs are charged to the consolidated statements of loss and comprehensive loss during the period in which they are incurred. Depreciation is calculated at 20% of the declining balance for furniture and fixtures, 30% of the declining balance for computer equipment, 20% of the declining balance for production equipment and over the term of the lease for leasehold improvements. Residual values, method of depreciation and useful lives of the assets are reviewed annually and adjusted, if required. Gains and losses on disposals of property and equipment are determined by comparing the proceeds with the carrying amount of the asset and are included as part of other gains and losses in the consolidated statements of loss and comprehensive loss. (viii) Intangible assets Intangible assets with finite lives that are acquired separately are measured on initial recognition at cost, which comprises its purchase price plus any directly attributable costs of preparing the asset for its intended use. Following initial recognition, such intangible assets are carried at cost less any accumulated amortization on a straight-line basis over the following periods: Schedule of Intangible Assets Game application and technology development 0.5 1.5 Website content 2 Sponsorship relationships 2 6 Application and technology development 0.25 2 Digital content 2 Talent contracts 3 Subscriber relationships 2 10 Multi-channel network license 10 Player contracts Over the term of the contract including renewal options Domain name Indefinite life Brand name Indefinite life Talent management brand Indefinite life Owned and operated content brand Indefinite life Amortization expense is included in the consolidated statements of loss and comprehensive loss. The estimated useful life and amortization method are reviewed annually, with the effect of any change in estimate being accounted for on a prospective basis. (ix) Goodwill Goodwill represents the excess of the acquisition cost in a business combination over the fair value of the Company’s share of the identifiable net assets acquired. Goodwill is carried at cost less accumulated impairment losses. (x) Impairment testing of goodwill, other intangible assets and property and equipment For purposes of assessing impairment under IFRS, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating unit). The Company has seven cash-generating units (“CGUs”) and goodwill is tested for impairment on an annual basis at the end of the fourth quarter or at an interim date when events or changes in the business environment (triggering events) would more likely than not reduce the fair value of a CGU below its carrying amount. Intangible assets that have indefinite useful lives are also tested for impairment at each reporting period. The Company assesses if there are any indicators of impairment of the carrying amount of goodwill and indefinite-life intangible assets at each reporting period. All other long-lived assets and finite life intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s or CGU’s carrying amount exceeds its recoverable amount, which is the higher of fair value less costs to sell or value-in-use. Fair value less cost to sell is estimated as the arm’s length sale price between knowledgeable willing parties less costs of disposal. To determine the value-in-use, management estimates expected future cash flows from the CGU and determines a suitable pre-tax discount rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to the Company’s latest approved budget, adjusted as necessary to exclude the effects of future reorganizations and asset enhancements. Discount factors have been determined for each CGU and reflect its risk profile as assessed by management. Impairment losses for the CGU reduce first the carrying amount of any goodwill allocated to that CGU, with any remaining impairment loss charged pro rata to the other assets in the CGU. In allocating an impairment loss, the Company does not reduce the carrying amount of an asset below the highest of its fair value less costs to sell or its value-in-use and zero. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognized may no longer exist. An impairment charge is reversed if the assets’ recoverable amount exceeds its carrying amount only to the extent that the new carrying amount does not exceed the carrying value of the asset, had it not originally been impaired. (xi) Financial instruments Financial assets Recognition and initial measurement The Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at fair value through profit or loss are expensed in profit or loss when incurred. Classification and subsequent measurement On initial recognition, financial assets are classified as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss. The Company determines the classification of its financial assets, together with any embedded derivatives, based on the business model for managing the financial assets and their contractual cash flow characteristics. Financial assets are classified as follows: ● Amortized cost - Assets that are held for collection of contractual cash flows where those cash flows are solely payments of principal and interest are measured at amortized cost. Interest revenue is calculated using the effective interest method and gains or losses arising from impairment, foreign exchange and derecognition are recognized in profit or loss. Financial assets measured at amortized cost are comprised of cash, trade and other receivables and loans receivable. ● Fair value through other comprehensive income - Assets that are held for collection of contractual cash flows and for selling the financial assets, and for which the contractual cash flows are solely payments of principal and interest, are measured at fair value through other comprehensive income. Interest income is calculated using the effective interest method and gains or losses arising from impairment and foreign exchange are recognized in profit or loss. All other changes in the carrying amount of the financial assets are recognized in other comprehensive income. Upon derecognition, the cumulative gain or loss previously recognized in other comprehensive income is reclassified to profit or loss. The Company does not hold any financial assets measured at fair value through other comprehensive income. ● Mandatorily at fair value through profit or loss - Assets that do not meet the criteria to be measured at amortized cost, or fair value through other comprehensive income, are measured at fair value through profit or loss. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss. The Company does not hold any financial assets mandatorily measured at fair value through profit or loss. ● Designated at fair value through profit or loss – On initial recognition, the Company may irrevocably designate a financial asset to be measured at fair value through profit or loss in order to eliminate or significantly reduce an accounting mismatch that would otherwise arise from measuring assets or liabilities, or recognizing the gains and losses on them, on different basis. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss Financial assets designated at fair value through profit or loss are comprised of investments. The Company measures all equity investments at fair value. Changes in fair value are recorded in profit or loss. Business model assessment The Company assesses the objective of its business model for holding a financial asset at a level of aggregation which best reflects the way the business is managed and information is provided to management. Information considered in this assessment includes stated policies and objectives. Contractual cash flow assessment The cash flows of financial assets are assessed as to whether they are solely payments of principal and interest on the basis of their contractual terms. For this purpose, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money, the credit risk associated with the principal amount outstanding, and other basic lending risks and costs. In performing this assessment, the Company considers factors that would alter the timing and amount of cash flows such as prepayment and extension features, terms that might limit the Company’s claim to cash flows, and any features that modify consideration for the time value of money. Impairment The Company recognizes a loss allowance for the expected credit losses associated with its financial assets, other than financial assets measured at fair value through profit or loss. Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions. The Company applies the simplified approach for trade receivables. Using the simplified approach, the Company records a loss allowance equal to the expected credit losses resulting from all possible default events over the assets’ contractual lifetime. The Company assesses whether a financial asset is credit-impaired at the reporting date. Regular indicators that a financial instrument is credit-impaired include significant financial difficulties as evidenced through borrowing patterns or observed balances in other accounts and breaches of borrowing contracts such as default events or breaches of borrowing covenants. For financial assets assessed as credit-impaired at the reporting date, the Company continues to recognize a loss allowance equal to lifetime expected credit losses. Financial assets (continued) For financial assets measured at amortized cost, loss allowances for expected credit losses are presented in the consolidated statements of financial position as a deduction from the gross carrying amount of the financial asset. Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof. Derecognition of financial assets The Company derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire. Financial liabilities Recognition and initial measurement The Company recognizes a financial liability when it becomes party to the contractual provisions of the instrument. At initial recognition, the Company measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, with the exception of financial liabilities subsequently measured at fair value through profit or loss for which transaction costs are immediately recorded in profit or loss. Where an instrument contains both a liability and equity component, these components are recognized separately based on the substance of the instrument, with the liability component measured initially at fair value and the equity component assigned the residual amount. Classification and subsequent measurement Subsequent to initial recognition, all financial liabilities are measured at amortized cost using the effective interest rate method. Interest, gains and losses relating to a financial liability are recognized in profit or loss. Derecognition of financial liabilities The Company derecognizes a financial liability only when its contractual obligations are discharged, cancelled or expire. (xii) Provisions Provisions represent liabilities of the Company for which the amount or timing is uncertain. Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are not recognized for future operating losses. Where material, provisions are measured at the present value of the expected expenditures to settle the obligation using a discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense. (xiii) Cash Cash comprises of cash held with financial institutions and cash held in trust. (xiv) Loss per share Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted loss per share is computed similarly to basic loss per share except that the weighted average number of shares outstanding is increased to include additional shares for the assumed exercise of stock options and vesting of restricted share units, if dilutive. The average number of shares is calculated by assuming that the proceeds upon exercise of stock options were used to acquire common shares at the average market price during the reporting period. For the years ended December 31, 2022 and 2021, potentially dilutive common shares issuable upon the exercise of stock options and vested restrictive share units were not included in the computation of loss per share because their effect was anti-dilutive. (xv) Business combinations On the acquisition of a business, the acquisition method of accounting is used, whereby the purchase consideration is allocated to the identifiable assets and liabilities on the basis of fair value of the date of acquisition. Provisional fair values allocated at a reporting date are finalized as soon as the relevant information is available, within a period not to exceed twelve months from the acquisition date with retroactive restatement of the impact of adjustment to those provisional fair values effective as at the acquisition date. Incremental costs related to acquisitions are expensed as incurred. When the consideration transferred by the Company in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the measurement period (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IFRS 9, Financial Instrument Provisions, Contingent Liabilities and Contingent Assets (xvi) Restricted Share Units The Company has a Share Unit Plan for directors, officers, employees and consultants. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. Fair value of equity-settled restricted share units is measured at the grant date based on the market value of the Company’s common shares on that date. Compensation expense is recognized over the tranche’s vesting period based on the number of awards expected to vest with the offset credited to contributed surplus. The number of awards expected to vest is reviewed quarterly with any impact being recognized immediately. When common shares are issued for restricted share units, the fair value attributed to these restricted share units is transferred from contributed surplus to share capital. (xvii) Leases The Company assesses, at the inception of contract, whether it contains a lease. A contract is classified as a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a right-of-use asset and lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any indirect costs incurred. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined using the same criteria as those for property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses and adjusted for certain remeasurements of the lease liability, if any. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be determined, the Company’s incremental borrowing rate. The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured when there is a change in future lease payment arising from a change in an index or rate, or changes in assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised. Short-term leases and leases of low-value assets The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less and leases of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term. (xviii) Standards, amendments and interpretations issued but not yet effective The following amendments have been recently issued by the IASB. The Company intends to adopt these amendments when they become effective. Standards and amendments that are irrelevant or not expected to have a significant impact to the Company have been excluded. IAS 1 – (“IAS 1”) In February 2021, the IASB issued amendments to IAS 1 to assist entities in dete |
Significant accounting judgment
Significant accounting judgments, estimates and uncertainties | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Judgments Estimates And Uncertainties | |
Significant accounting judgments, estimates and uncertainties | 4. Significant accounting judgments, estimates and uncertainties The preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and notes to the consolidated financial statements. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to the accounting estimates are recognized in the period in which the estimates are revised. Significant areas requiring the Company to make estimates include goodwill impairment testing and recoverability of assets, identification and valuation of intangible assets acquired in business combinations, estimated useful lives of long-lived assets, income taxes, the fair value of share-based payments, provisions for expected credit losses, fair value measurement of an investment not quoted in an active market, recognition of revenue on a gross versus net basis and functional currency. These estimates and judgments are further discussed below. (i) Goodwill impairment testing and recoverability of assets In evaluating impairment, the Company determines the recoverable amount based on an assessment of value-in-use using a discounted cash flow approach. In determining the estimated recoverable amount, the Company’s significant assumptions include expected future cash flows, terminal growth rates and discount rates. The approach uses cash flow projections based upon a financial forecast approved by management, covering a five-year period. Cash flows for the years thereafter are extrapolated using the estimated terminal growth rate. The risk premiums expected by market participants related to uncertainties about the industry and assumptions relating to future cash flows may differ or change quickly, depending on economic conditions and other events. (ii) Identification and valuation of intangible assets acquired in business combinations In a business combination, all identifiable assets, liabilities and contingent liabilities acquired are recorded at their fair values. One of the most significant estimates relates to the determination of the fair value of intangible assets. For any intangible asset identified, depending on the type of intangible asset and the complexity of determining its fair value, management with assistance from an independent valuation expert develops the fair value using appropriate valuation techniques which are based on a forecast of the total expected future net cash flows. In determining the fair value of the intangible assets at the acquisition date, the Company’s significant assumptions include the future net cash flows, royalty rates, attrition rates and the discount rate applied. Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they may be adjusted retrospectively in subsequent periods. However, the measurement period will last for one year from the acquisition date. (iii) Estimated useful lives of long-lived assets Management reviews the useful lives of depreciable assets at each reporting date. Management assesses that the useful lives represent the expected utilization in terms of duration of the assets to the Company. Actual utilization, however, may vary due to technical obsolescence, particularly relating to website content and application and technology development. (iv) Income taxes At the end of each reporting period, the Company assesses whether the realization of deferred tax benefits is sufficiently probable to recognize deferred tax assets. This assessment requires the exercise of judgment on the part of management with respect to, among other things, benefits that could be realized from available income tax strategies and future taxable income, as well as other positive and negative factors. The recorded amount of total deferred tax assets could be reduced if estimates of projected future taxable income and benefits from available income tax strategies are lowered, or if changes in current income tax regulations are enacted that impose restrictions on the timing or extent of the Company’s ability to utilize deferred tax benefits. The Company’s effective income tax rate can vary significantly quarter-to-quarter for various reasons, including the mix and volume of business in lower income tax jurisdictions and in jurisdictions for which no deferred income tax assets have been recognized because management believed it was not probable that future taxable profit would be available against which income tax losses and deductible temporary differences could be utilized. The Company’s effective income tax rate can also vary due to the impact of foreign exchange fluctuations. (v) Share-based payments The fair value of all share-based payments granted are determined using the Black-Scholes option pricing model which incorporates assumptions regarding risk-free interest rates, dividend yield, expected volatility, estimated forfeitures, and the expected life of options. The Company has a significant number of options outstanding and expects to continue to make option grants. (vi) Provision for expected credit losses (“ECLs”) The Company performs impairment testing annually for trade receivables in accordance with IFRS 9. The ECL model requires considerable judgment, including consideration of how changes in economic factors affect ECLs, which are determined on a probability-weighted basis. IFRS 9 outlines a three-stage approach to recognizing ECLs which is intended to reflect the increase in credit risks of a financial instrument based on i) 12-month ECLs, or ii) lifetime ECLs. The Company measures provisions for ECLs at an amount equal to lifetime ECLs. The Company applies the simplified approach to determine ECLs on trade receivables by using a provision matrix based on historical credit loss experiences. The historical results are used to calculate the run rates of default which are then applied over the expected life of the trade receivables, adjusted for forward looking estimates. (vii) Fair value measurement of an investment not quoted in an active market The fair value of an investment that is not quoted in an active market requires the use of judgments and estimates by management. Management uses the valuation techniques and inputs outlined in Note 7 using all available data on the investment and market conditions at the date of these financial statements. Changes in these assumptions and conditions could result in changes of the reported fair value of this investment. (viii) Recognition of revenue on a gross versus net basis The Company follows the guidance provided in IFRS 15, Revenue from Contracts with Customers (ix) Functional currency The functional currency of the Company and each of its subsidiaries is the currency of the primary economic environment in which the entities operate. The Company has determined that the functional currency for the Company is Canadian dollars while the functional currencies of subsidiaries are United States dollars, UK pound Sterling or Euro. Assessment of functional currency involves certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment. |
Mergers and acquisitions
Mergers and acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Mergers And Acquisitions | |
Mergers and acquisitions | 5. Mergers and acquisitions (i) FFS SPA As described in Note 1, on April 28, 2022, the Company, through its wholly-owned subsidiary, Steel Media Limited, completed the acquisition of FFS. Based in England and Wales, FFS owns the web property Fantasy Football Scout. Pursuant to the terms of the FFS SPA, the Company acquired all of the outstanding treasury shares of FFS in exchange for (i) a cash payment of $2,937,520 (GBP £1,825,000) on closing, which includes an agreed upon cash excess amount of $523,120 (GBP £325,000), which was paid in April 2022, (ii) a payment of $1,609,600 (GBP £1,000,000) on the first anniversary of closing which may be paid in cash or common shares at the option of the Company, (iii) an earn-out cash payment $804,800 (GBP £500,000) on the first anniversary of closing, based on the renewal of a Fantasy Premier League agreement, subject to adjustments, and (iv) a cash payment of $80,480 (GBP £50,000) on the second anniversary of closing, subject to adjustments. The earn-out cash payment of $ 804,800 500,000 Following the acquisition, the Company controls FFS and for accounting purposes the Company is deemed the acquirer. The FFS SPA is accounted for in accordance with IFRS 3 as the operations of FFS constitute a business. As a result, the business combination is accounted for using the acquisition method of accounting and FFS’ identifiable net assets acquired are recognized at their fair value. The FFS SPA has been accounted for at the fair value of the consideration provided to FFS, consisting of cash and the deferred payment liability. The Company’s deferred payment liability to the former shareholder of FFS is carried at fair value. Management uses current and historical operational results of the acquired business, estimates and probabilities of the Fantasy Premier League agreement renewal to estimate the earn-out payment, see Note 17. The following table summarizes the recognized amounts of assets acquired, liabilities assumed, and consideration paid, at the date of acquisition: Schedule of acquisition of assets and liabilities and consideration paid Fair Value Fair value of identifiable net assets Cash $ 1,748,602 Trade and other receivables 85,031 Intangible assets 2,573,000 Goodwill 2,053,293 Accounts payable and accrued liabilities (193,030 ) Contract liabilities (347,722 ) Income tax payable (62,517 ) Deferred tax liability (603,098 ) $ 5,253,559 Purchase Price Consideration: Cash (a) $ 2,937,520 Deferred payment liability (b) 2,316,039 $ 5,253,559 a. Cash consists of the $2,937,520 (GBP £1,825,000) amount due on closing. b. The fair value of the deferred payment liability consists of the present value of the payment of $1,609,600 (GBP £1,000,000) due on the first anniversary of closing, the present value of earn-out cash payment of $804,800 (GBP £500,000) due on the first anniversary of closing and the present value of the cash payment of $80,480 (GBP £50,000) due on the second anniversary of closing, see Note 17. Trade receivables have been recorded at fair value which represent gross contractual amounts receivable. Goodwill represents intangible assets that cannot be measured directly such as brand name, subscriber and sponsorship relationships and website technology, and synergies expected to be achieved from integrating FFS into the Company’s existing business. Goodwill is not expected to be deductible for tax purposes. (ii) Vedatis SPA As described in Note 1, on May 1, 2021, the Company completed the acquisition of Vedatis. Based in Lyon, France, Vedatis owns the web property Icy Veins. Pursuant to the terms of the Vedatis SPA, the Company acquired all of the outstanding common shares of Vedatis in exchange for i) a cash payment of Euro €3,500,000, subject to a Euro €100,000 target working capital adjustment, which was paid on April 28, 2021, (ii) the issuance of Euro €1,500,000 of common shares of the Company, for which 226,563 common shares were issued on May 4, 2021, (iii) a cash payment of Euro €1,250,000 on the first anniversary of closing which was paid to escrow on June 23, 2021, (iv) a payment of Euro €750,000 on the first anniversary of closing which may be paid in cash or common shares at the option of the Company, and (v) an earn-out payment based on the performance of Vedatis. The earn-out payment, subject to certain conditions, is equal to the sum of earnings before interest, taxes, depreciation and amortization for the best four consecutive quarters of the existing Vedatis business at the time of closing excluding new business generated or enhanced by the Company. The earn-out period is for four years following May 1, 2021. The Company has, at its option, the ability to settle the earn-out payment half in cash and half in common shares. The earn-out payment is to be paid no later than 60 days from the completion of the earn-out period. Following the acquisition, the Company controls Vedatis and for accounting purposes the Company is deemed the acquirer. The Vedatis SPA is accounted for in accordance with IFRS 3 as the operations of Vedatis constitute a business. As a result, the business combination is accounted for using the acquisition method of accounting and Vedatis’ identifiable net assets acquired are recognized at their fair value. The Vedatis SPA has been accounted for at the fair value of the consideration provided to Vedatis, consisting of cash, common shares, the deferred payment liability and the settlement of a pre-existing relationship. The Company’s deferred payment liability to the former shareholders of Vedatis is carried at fair value. Management uses current and historical operational results, estimates and probabilities of future earnings and discounted cash flows to estimate the earn-out payment, see Note 17. The following table summarizes the recognized amounts of assets acquired, liabilities assumed and consideration paid, at the date of acquisition: Schedule of acquisition of assets and liabilities and consideration paid Fair Value Fair Value of identifiable net assets Cash $ 156,168 Trade and other receivables 72,915 Property and equipment 2,097 Intangible assets 3,511,000 Goodwill 9,372,025 Accounts payable and accrued liabilities (599,981 ) Contract liabilities (45,391 ) Income tax payable (233,829 ) Deferred tax liability (878,284 ) $ 11,356,720 Purchase price Consideration Cash (a) $ 7,006,067 Fair value of 226,563 common shares issued at $10.48 per share (b) 2,374,380 Deferred payment liability (c) 2,649,930 Settlement of pre-existing relationship (d) (673,657 ) $ 11,356,720 a. Cash consists of the $7,130,507 (Euro €4,750,000) amount due on closing less a working capital recovery of $124,440. b. The fair value per share was measured to be $10.48 based on the closing price of the Company’s shares on the TSX on the date of acquisition. (ii) Vedatis SPA (continued) c. The fair value of the deferred payment liability is the present value of the payment of $1,109,850 (Euro €750,000) due on the first anniversary of closing and the present value of estimated earn-out payable to the former shareholders of Vedatis of $1,920,745 (Euro €1,297,976), see Note 17. d. The settlement of a pre-existing relationship consists of accounts payable due by the Company to Vedatis with a fair value of $673,657 which was effectively settled on the date of acquisition. Trade receivables have been reflected at fair value which represent gross contractual amounts receivable. Goodwill represents intangible assets that cannot be measured directly such as brand name, subscriber relationships and website content, and synergies expected to be achieved from integrating Vedatis into the Company’s existing business. Goodwill is not expected to be deductible for tax purposes. (iii) Tabwire EPA As described in Note 1, on June 21, 2021, the Company, through its wholly-owned subsidiary, Media US, completed the acquisition of Tabwire. Based in Chicago, Illinois, Tabwire is a technology company that gives gamers the ability to login directly to view their game data in real time. Pursuant to the term of the Tabwire EPA, the Company acquired all of the outstanding membership interests of Tabwire in exchange for i) a cash payment of USD $5,000,000, subject to an accounts receivable adjustment, which was paid on June 23, 2021, and (ii) the issuance of USD $6,000,000 of common shares of the Company, for which 790,094 common shares were issued on June 21, 2021. Following the acquisition, the Company controls Tabwire and for accounting purposes the Company is deemed the acquirer. The Tabwire EPA is accounted for in accordance with IFRS 3 as the operations of Tabwire constitute a business. As a result, the business combination is accounted for using the acquisition method of accounting and Tabwire’s identifiable net assets acquired are recognized at their fair value. The Tabwire EPA has been accounted for at the fair value of the consideration provided to Tabwire, consisting of cash, common shares and the settlement of a pre-existing relationship. The following table summarizes the recognized amounts of assets acquired, liabilities assumed and consideration paid, at the date of acquisition: Schedule of acquisition of assets and liabilities and consideration paid Fair Value Fair Value of identifiable net assets Cash $ 6,506 Trade and other receivables 76,647 Intangible assets 3,304,000 Goodwill 9,013,287 Accounts payable and accrued liabilities (6,097 ) Contract liabilities (2,388 ) Deferred tax liability (941,970 ) $ 11,449,985 Purchase price Consideration Cash (a) $ 6,262,616 Fair value of 790,094 common shares issued at $6.63 per share (b) 5,238,323 Settlement of pre-existing relationship (c) (50,954 ) $ 11,449,985 a. Cash consists of the $6,143,500 (USD $5,000,000) amount due on closing and the accounts receivable adjustment payable of $119,116. b. The fair value per share was measured to be $6.63 based on the closing price of the Company’s shares on the TSX on the date of acquisition. c. The settlement of a pre-existing relationship consists of accounts payable due by the Company to Tabwire with a fair value of $50,954 which was effectively settled on the date of acquisition. (iii) Tabwire EPA (continued) Trade receivables have been reflected at fair value which represent gross contractual amounts receivable. Goodwill represents intangible assets that cannot be measured directly such as brand name, subscriber relationships and developed technology, and synergies expected to be achieved from integrating Vedatis into the Company’s existing business. Goodwill is not expected to be deductible for tax purposes. (iv) Gameknot EPA As described in Note 1, on August 30, 2021, the Company, through its wholly-owned subsidiary, Media US, completed the acquisition of GameKnot. Based in Sausalito, California, GameKnot owns the web property GameKnot. Pursuant to the terms of the GameKnot EPA, the Company acquired all of the outstanding membership interest of GameKnot in exchange for i) a cash payment of USD $1,500,000 which was paid on August 30, 2021, (ii) the issuance of USD $750,000 of common shares of the Company, for which 165,425 common shares were issued on August 30, 2021 (iii) a payment of USD $500,000 on the six-month anniversary of closing which may be paid in cash or common shares at the option of the Company. Following the acquisition, the Company controls GameKnot and for accounting purposes the Company is deemed the acquirer. The GameKnot EPA is accounted for in accordance with IFRS 3 as the operations of GameKnot constitute a business. As a result, the business combination is accounted for using the acquisition method of accounting and GameKnot’s identifiable net assets acquired are recognized at their fair value. The GameKnot EPA has been accounted for at the fair value of the consideration provided to GameKnot, consisting of cash, common shares and the deferred payment liability. The Company’s deferred payment liability to the former owner of GameKnot is carried at fair value. The following table summarizes the recognized amounts of assets acquired, liabilities assumed and consideration paid, at the date of acquisition: Schedule of acquisition of assets and liabilities and consideration paid Fair Value Fair Value of identifiable net assets Cash $ 9,513 Trade and other receivables 19,119 Investments 6,317 Intangible assets 601,000 Goodwill 3,111,023 Accounts payable and accrued liabilities (8,077 ) Contract liabilities (145,739 ) Deferred tax liability (168,160 ) $ 3,424,996 Purchase price Consideration Cash (a) $ 1,890,450 Fair value of 165,425 common shares issued at $5.57 per share (b) 921,417 Deferred payment liability (c) 613,129 $ 3,424,996 a. Cash consists of the $1,890,450 (USD $1,500,000) amount due on closing. b. The fair value per share was measured to be $5.57 based on the closing price of the Company’s shares on the TSX on the date of acquisition. c. The fair value of the deferred payment liability is the present value of the payment of $631,750 (USD $500,000) due on the six-month anniversary of closing, see Note 17. Trade receivables have been reflected at fair value which represent gross contractual amounts receivable. Goodwill represents intangible assets that cannot be measured directly such as brand name and subscriber relationships, and synergies expected to be achieved from integrating GameKnot into the Company’s existing business. Goodwill is not expected to be deductible for tax purposes. (v) Addicting Games SPA As described in Note 1, on September 3, 2021, the Company, through its wholly-owned subsidiary, Media US, completed the acquisition of Addicting Games. Based in Los Angeles, California, Addicting Games is an innovator in casual gaming with a portfolio of casual games for desktop and mobile devices. Pursuant to the terms of the Addicting Games SPA, the Company acquired all of the outstanding common shares of Addicting Games in exchange for i) a cash payment of USD $10,000,000, subject to a working capital adjustment and other adjustments, of which USD $10,090,533 was paid in September (inclusive of estimated working capital and other adjustments), (ii) the issuance of USD $12,000,000 of common shares of the Company, for which 2,661,164 common shares were issued on September 3, 2021, (iii) a cash payment of USD $7,000,000 on the first anniversary of closing which may be paid in cash or common shares at the option of the Company, and (iv) a payment of USD $3,800,000 on the second anniversary of closing which may be paid in cash or common shares at the option of the Company. Following the acquisition, the Company controls Addicting Games and for accounting purposes the Company is deemed the acquirer. The Addicting Games SPA is accounted for in accordance with IFRS 3 as the operations of Addicting Games constitute a business. As a result, the business combination is accounted for using the acquisition method of accounting and Addicting Games’ identifiable net assets acquired are recognized at their fair value. The Addicting Games SPA has been accounted for at the fair value of the consideration provided to Addicting Games, consisting of cash, common shares, the deferred payment liabilities and the settlement of a pre-existing relationship, which comprised the investment Enthusiast Gaming Properties Inc. (“Enthusiast Properties”) held in Addicting Games, see Note 7. The Company’s deferred payment liabilities to the former shareholders of Addicting Games and investment held in Addicting Games are carried at fair value. The following table summarizes the recognized amounts of assets acquired, liabilities assumed and consideration paid, at the date of acquisition: Schedule of acquisition of assets and liabilities and consideration paid Fair Value Fair Value of identifiable net assets Cash $ 316,920 Trade and other receivables 674,067 Prepaid expenses 41,935 Property and equipment 6,476 Right-of-use assets 410,208 Intangible assets 16,539,000 Goodwill 28,947,665 Accounts payable and accrued liabilities (411,057 ) Contract liabilities (755,019) Income tax payable (290,003) Current portion of lease liabilities (133,533) Long-term lease liabilities (284,773) Other long-term debt (144,948) Deferred tax liability (3,268,434 ) $ 41,648,504 Purchase price Consideration Cash (a) $ 12,477,901 Fair value of 2,661,164 common shares issued at $5.50 per share (b) 14,636,402 Deferred payment liability (c) 12,328,753 Settlement of pre-existing relationship (d) 2,205,448 $ 41,648,504 a. Cash consists of the $12,631,330 (USD $10,090,533) amount due on closing less the estimated working capital and other adjustment recoveries of $153,429. b. The fair value per share was measured to be $5.50 based on the closing price of the Company’s shares on the TSX on the date of acquisition. c. The fair value of the deferred payment liability is the present value of the payment of $8,762,600 (USD $7,000,000) due on the first anniversary of closing and the present value of the payment of $4,756,840 (USD $3,800,000) due on the second anniversary of closing, see Note 17. d. The settlement of a pre-existing relationship consists of the investment Enthusiast Properties held in Addicting Games with a fair value of $2,115,525 plus interest receivable of $89,923 which is effectively settled on the date of acquisition, see Note 7. Trade receivables have been reflected at fair value which represent gross contractual amounts receivable. The other long-term debt has been reflected at fair value which represents the fair value of future cash outflows. Goodwill represents intangible assets that cannot be measured directly such as domain names, subscriber relationships and game application and technology development, and synergies expected to be achieved from integrating Addicting Games into the Company’s existing business. Goodwill is not expected to be deductible for tax purposes. (vi) Outplayed MA As described in Note 1, on November 22, 2021, the Company, through its wholly-owned subsidiary, Media US, completed the acquisition of Outplayed. Based in Austin, Texas, Outplayed owns the web property U.GG, one of the largest League of Legends fan communities in the world. By combining a rigorous data science approach with a proprietary user centric experience, Outplayed provides actionable, data-driven insights supporting, educating, connecting, and engaging a monthly active user base. Pursuant to the terms of the Outplayed MA, the Company acquired all of the outstanding common shares of Outplayed in exchange for i) a cash payment of USD $7,500,000, subject to working capital and other adjustments, of which USD $7,216,958 was paid on November 23, 2021 (inclusive of estimated working capital and other adjustments), (ii) the issuance of 5,200,000 of common shares of the Company, for which 5,164,223 common shares were issued on December 31, 2021 and 35,770 common shares were issued on February 14, 2022, (iii) a payment of USD $8,500,000 on the first anniversary of closing which may be paid in cash or common shares at the option of the Company, (iv) a payment of USD $8,500,000 on the second anniversary of closing which may be paid in cash or common shares at the option of the Company, (v) a first anniversary earn-out payment of USD $6,000,000 based on the performance of Outplayed, and (vi) a second anniversary earn-out payment of USD $6,000,000 based on the performance of Outplayed. The earn-out payments, subject to certain conditions, will be paid if certain site traffic based targets are met in the first and second years of operations. The first anniversary earn-out period is for one year from the closing date and the second anniversary earn-out period is for one year from the end of the first anniversary earn-out period. The Company has, at its option, the ability to settle the earn-out payments in common shares. The first anniversary earn-out payment is to be paid no later than 30 days from the completion of the first anniversary earn-out period and the second anniversary earn-out payment is to be paid no later than 30 days from the completion of the second anniversary earn-out period. Following the acquisition, the Company controls Outplayed and for accounting purposes the Company is deemed the acquirer. The Outplayed MA is accounted for in accordance with IFRS 3 as the operations of Outplayed constitute a business. As a result, the business combination is accounted for using the acquisition method of accounting and Outplayed’s identifiable net assets acquired are recognized at their fair value. The Outplayed MA has been accounted for at the fair value of the consideration provided to Outplayed, consisting of cash, common shares and the deferred payment liabilities. The Company’s deferred payment liability to the former shareholders of Outplayed are carried at fair value. Management used current and historical operating results, estimates and probabilities of future site traffic to estimate the earn-out payments, see Note 17. The following table summarizes the recognized amounts of assets acquired, liabilities assumed and consideration paid, at the date of acquisition: Schedule of acquisition of assets and liabilities and consideration paid Fair Value Fair Value of identifiable net assets Cash $ 1,917,249 Trade and other receivables 2,024,454 Prepaid expenses 31,339 Right-of-use assets 365,184 Intangible assets 32,494,000 Goodwill 37,844,194 Accounts payable and accrued liabilities (225,978 ) Contract liabilities (32,032) Current portion of lease liabilities (185,495) Long-term lease liabilities (204,294) Deferred tax liability (6,395,405 ) $ 67,633,216 Purchase price Consideration Cash (a) $ 10,429,399 Fair value of 5,200,000 common shares issued at $5.07 per share (b) 26,364,000 Deferred payment liability (c) 30,839,817 $ 67,633,216 a. Cash consists of the $9,510,000 (USD $7,500,000) amount due on closing plus the estimated working capital and other adjustments of $919,399. b. The fair value per share was measured to be $5.07 based on the closing price of the Company’s shares on the TSX on the date of acquisition. Pursuant to the round down clause in the Outplayed MA, the total common shares issued were 7 common shares less than 5,200,000 common shares to be issued per the Outplayed MA. As at December 31, 2021, 35,770 consideration common shares in the amount of $181,389 were to be issued which was included in accounts payable and accrued liabilities. These common shares were issued on February 14, 2022. c. The fair value of the deferred payment liability is the present value of the payment of $10,778,000 (USD $8,500,000) due on the first anniversary of closing, the present value of the payment of $10,778,000 (USD $8,500,000) due on the second anniversary of closing, the present value of the first earn-out payment of $7,608,000 (USD $6,000,000) and the present value of the second earn-out payment of $7,608,000 (USD $6,000,000), see Note 17. Trade receivables have been reflected at fair value which represent gross contractual amounts receivable. Goodwill represents intangible assets that cannot be measured directly such as brand name, developed technology and subscriber relationships, and synergies expected to be achieved from integrating Outplayed into the Company’s existing business. Goodwill is not expected to be deductible for tax purposes. For a pre-existing relationship between the Company and the Mergers and Acquisitions that is not extinguished on the business combination, such a relationship is considered effectively settled as part of the business combination even if it is not legally cancelled. At the acquisition date, it becomes an intercompany relationship and is eliminated upon consolidation. The Mergers and Acquisitions are consistent with the Company’s targeted acquisition strategy of identifying value-enhancing independent gaming web and video properties that can enhance viewership base, data and analytics platform and pricing optimization strategy. The Company incurred transaction costs of $ 114,853 1,490,463 Since the date of acquisition of FFS, revenue of $ 1,188,062 364,430 203,641,308 76,404,672 Since the date of acquisition of Vedatis, revenue of $ 129,270 1,293,335 176,534 170,391 168,866 146,625 2,765,343 681,426 1,411,255 960,160 177,223,858 50,708,448 |
Trade and other receivables
Trade and other receivables | 12 Months Ended |
Dec. 31, 2022 | |
Trade and other receivables | 6. Trade and other receivables A summary of trade and other receivables is as follows: December 31, 2022 December 31, 2021 Trade receivables (Note 23, 25) $ 31,894,090 $ 30,034,661 HST and VAT receivables 368,127 142,699 Other receivables (Note 10, 23) 5,906,625 3,683,102 Expected credit loss provision (Note 25) (300,735 ) (58,472 ) $ 37,868,107 $ 33,801,990 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2022 | |
Investments | 7. Investments In April 2019, Enthusiast Properties entered into a Senior Convertible Debenture Purchase Agreement to invest in Addicting Games, an innovator in casual gaming. Under the Senior Convertible Debenture Purchase Agreement, Enthusiast Properties invested USD $ 1,500,000 30,000,000 The convertible debenture has been accounted for in accordance with IFRS 9, as a financial asset at fair value, with changes in fair value recognized in profit and loss as they arise at each subsequent reporting period. The fair value of the convertible debenture was valued using a binomial model using a ‘with derivatives’ and ‘without derivatives’ approach. The ‘with derivatives’ approach fair values the convertible debenture with the conversion option. The ‘without derivatives’ approach fair values the convertible debenture by treating the debt component of the loan as a plain vanilla bond. The fair value of the debt portion was determined using the discounted cash flow method by discounting the expected cash flows using a risk-adjusted discount rate. The difference in fair values from the ‘with’ and ‘without’ approaches represents the fair value of the embedded derivative component (the conversion option). The ‘with’ and ‘without’ scenarios assumed the occurrence of i) a liquidity event, as well as, ii) a non-liquidity event, and considered the fair value of the conversion option to be the weighted average of these two values. The Company acquired Addicting Games on September 3, 2021. The convertible debenture plus interest receivable was effectively settled on the date of acquisition, see Note 5. Historically, the fair value of the convertible debentures was determined assuming the occurrence of i) a liquidity event, as well as, ii) a non-liquidity event. As this is a step-acquisition under IFRS 3, the revaluation of the convertible debenture was performed as of September 3, 2021. As the Company has full knowledge of the upcoming acquisition of Addicting Games, the fair value under the no-liquidity event scenario was not required as the probability of a liquidity event was 100% as of the September 3, 2021 revaluation date. The valuation of the investment included the following inputs for a liquidity event: September 3, 2021 Liquidity event probability 100.00 Exercise price for conversion USD $ 15 Time to maturity 0.01 years Initial stock price USD $ 15 Volatility 95.00 Risk free interest rate 0.05 Credit spread 262 bps Risk adjusted rate 2.66 Discount for lack of marketability (“DLOM”) 14.00 Synthetic credit rating B As at September 3, 2021, the expected liquidity event date was estimated to be September 3, 2021. As at September 3, 2021, the debt portion had been valued at $ 1,967,790 147,735 2,115,525 444,764 45,811 A summary of the Company’s investments at December 31, 2022 and December 31, 2021 is as follows: December 31, 2022 December 31, 2021 Guaranteed investment certificates $ 125,000 $ 131,342 Total investments $ 125,000 $ 131,342 |
Investment in associates and jo
Investment in associates and joint ventures | 12 Months Ended |
Dec. 31, 2022 | |
Investment in associates and joint ventures | 8. Investment in associates and joint ventures (i) Investment in associates On August 30, 2019, pursuant to an investment agreement between Aquilini GameCo Inc. (“GameCo”) and Aquilini Properties LP (a former related party by nature of it being under the control or direction of the former Chairman of the Company), GameCo acquired 100 class B common shares of AIG eSports Canada Holdings Ltd. (“AIG Canada”) and GameCo eSports USA Inc. acquired a 25 On October 1, 2022, the Company made a capital contribution of $ 323,078 A summary of the Company’s investment in associates is as follows: Changes in associates AIG Canada AIG USA Total Balance, January 1, 2021 $ 665,991 $ 360,919 $ 1,026,910 Share of net loss from investment in associate (3,138 ) (197,412 ) (200,550 ) Balance, December 31, 2021 $ 662,853 $ 163,507 $ 826,360 Contributions 323,078 - 323,078 Share of net income from investment in associate 760,117 528,240 1,288,357 Balance, December 31, 2022 $ 1,746,048 $ 691,747 $ 2,437,795 (ii) Investment in joint ventures On July 7, 2021, the Company, through its wholly-owned subsidiary, Enthusiast Gaming Inc., entered into a joint venture with Toronto Star Newspapers Limited (“Torstar”) to create an original online news platform and community for gamers named AFK Media Partnership (“AFK”). The Company and Torstar each hold a 50% interest in this joint venture. The Company and Torstar have each invested $ 125,000 A summary of the Company’s investment in AFK is as follows: Investments in associates and AFK Amount Balance, January 1, 2021 $ - Contributions – cash 125,000 Share of net loss from investment in joint venture (66,091 ) Balance, December 31, 2021 $ 58,909 Share of net loss from investment in joint venture (46,673 ) Balance, December 31, 2022 $ 12,236 A summary of the Company’s investment in associates and joint ventures is as follows: Investments in associates and joint ventures December 31, 2022 December 31, 2021 AIG Canada $ 1,746,048 $ 662,853 AIG USA 691,747 163,507 AFK 12,236 58,909 Total investment in associates and joint ventures $ 2,450,031 $ 885,269 |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property and equipment | 9. Property and equipment Schedule of changes in property, plant and equipment Furniture and Computer Leasehold Production Total Cost Balance, January 1, 2021 $ 183,094 $ 183,877 $ 87,207 $ 45,934 $ 500,112 Mergers and Acquisitions (Note 5) 3,717 4,856 - - 8,573 Additions - 3,398 - - 3,398 Effect of movement in exchange rates (566 ) (1,038 ) (288 ) (195 ) (2,087 ) Balance, December 31, 2021 $ 186,245 $ 191,093 $ 86,919 $ 45,739 $ 509,996 Additions 514 10,764 - - 11,278 Effect of movement in exchange rates 8,729 10,706 4,625 3,125 27,185 Balance, December 31, 2022 $ 195,488 $ 212,563 $ 91,544 $ 48,864 $ 548,459 Accumulated depreciation Balance, January 1, 2021 $ 34,085 $ 78,848 $ 24,558 $ 7,771 $ 145,262 Depreciation 33,712 52,812 17,053 12,808 116,385 Effect of movement in exchange rates 148 32 68 113 361 Balance, December 31, 2021 $ 67,945 $ 131,692 $ 41,679 $ 20,692 $ 262,008 Depreciation 30,645 28,412 17,558 12,419 89,034 Effect of movement in exchange rates 3,931 8,169 2,779 1,917 16,796 Balance, December 31, 2022 $ 102,521 $ 168,273 $ 62,016 $ 35,028 $ 367,838 Net book value Balance, December 31, 2021 $ 118,300 $ 59,401 $ 45,240 $ 25,047 $ 247,988 Balance, December 31, 2022 $ 92,967 $ 44,290 $ 29,528 $ 13,836 $ 180,621 |
Intangibles
Intangibles | 12 Months Ended |
Dec. 31, 2022 | |
Intangibles | 10. Intangibles Schedule of changes in intangible assets Domain names Application & technology development & website content Brand name Subscriber & sponsorship relationships Player contracts Multi channel network license Talent management & owned & operated content brand Talent contracts & digital content Game application & technology development Total Balance, January 1, 2021 $ 40,930,000 $ 3,250,922 $ 8,602,563 $ 6,832,646 $ 311,200 $ 10,749,000 $ 9,363,000 $ 5,507,000 $ - $ 85,546,331 Mergers and Acquisitions (Note 5) 9,779,000 13,684,000 25,928,000 1,070,000 - - - - 5,988,000 56,449,000 Effect of movement in foreign exchange rates 125,054 20,256 43,569 11,759 - - - - 75,887 276,525 Balance, December 31, 2021 $ 50,834,054 $ 16,955,178 $ 34,574,132 $ 7,914,405 $ 311,200 $ 10,749,000 $ 9,363,000 $ 5,507,000 $ 6,063,887 $ 142,271,856 Mergers and Acquisitions (Note 5) - 837,000 845,000 891,000 - - - - - 2,573,000 Disposals (1,955,000 ) (340,000 ) - - (311,200 ) - - - - (2,606,200 ) Effect of movement in foreign exchange rates 676,519 865,525 1,558,148 70,014 - - - - 275,749 3,445,955 Balance, December 31, 2022 $ 49,555,573 $ 18,317,703 $ 36,977,280 $ 8,875,419 $ - $ 10,749,000 $ 9,363,000 $ 5,507,000 $ 6,339,636 $ 145,684,611 Accumulated amortization Balance, January 1, 2021 $ - $ 2,021,324 $ - $ 955,500 $ 311,200 $ 365,200 $ - $ 787,100 $ - $ 4,440,324 Amortization - 2,366,160 - 899,727 - 1,074,920 - 2,316,840 2,014,866 8,672,513 Effect of movement in foreign exchange rates - 7,282 - 1,008 - - - - 12,134 20,424 Balance, December 31, 2021 $ - $ 4,394,766 $ - $ 1,856,235 $ 311,200 $ 1,440,120 $ - $ 3,103,940 $ 2,027,000 $ 13,133,261 Amortization - 7,605,307 - 1,333,806 - 1,074,920 - 1,826,400 3,853,494 15,693,927 Disposals - (340,000 ) - - (311,200 ) - - - - (651,200 ) Effect of movement in foreign exchange rates - 311,890 - 24,828 - - - - 204,467 541,185 Balance, December 31, 2022 $ - $ 11,971,963 $ - $ 3,214,869 $ - $ 2,515,040 $ - $ 4,930,340 $ 6,084,961 $ 28,717,173 Balance, December 31, 2021 $ 50,834,054 $ 12,560,412 $ 34,574,132 $ 6,058,170 $ - $ 9,308,880 $ 9,363,000 $ 2,403,060 $ 4,036,887 $ 129,138,595 Balance, December 31, 2022 $ 49,555,573 $ 6,345,740 $ 36,977,280 $ 5,660,550 $ - $ 8,233,960 $ 9,363,000 $ 576,660 $ 254,675 $ 116,967,438 During the year ended December 31, 2022, the Company derecognized $311,200 of player contracts, which were fully amortized, for players no longer on the Company’s active roster. During the year ended December 31, 2022, the Company sold certain web properties for gross proceeds of $ 6,831,659 5,000,000 1,354,400 1,000,000 1,955,000 340,000 4,836,075 40,584 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill | 11. Goodwill The following comprises the balance of goodwill by CGU. Goodwill arose through the acquisitions of (i) Luminosity on August 27, 2019; (ii) Enthusiast Properties on August 30, 2019; (iii) Steel Media Limited (“Steel Media”) on October 3, 2019; (iv) Omnia Media Inc. (“Omnia”) on August 30, 2020; (v) Vedatis on May 1, 2021; and (vi) Tabwire on June 21, 2021 (vii) GameKnot on August 30, 2021 (viii) Addicting Games on September 2, 2021, (ix) Outplayed on November 22, 2021 and (x) FFS on April 28, 2022. In April 2019, Enthusiast Properties acquired 100% of the assets of The Sims Resource (“TSR”) A summary goodwill by CGU is as follows: Enthusiast Properties TSR Luminosity Steel Media Omnia Addicting Games Outplayed Total Balance, January 1, 2021 $ 54,467,041 $ 20,898,598 $ 6,003,150 $ 1,890,627 $ 22,921,670 $ - $ - $ 106,181,086 Mergers and Acquisitions (Note 5) 21,496,335 - - - - 28,947,665 37,844,194 88,288,194 Effect of movement in foreign exchange rates 299,900 - - - - 334,749 (6,270 ) 628,379 Balance, December 31, 2021 $ 76,263,276 $ 20,898,598 $ 6,003,150 $ 1,890,627 $ 22,921,670 $ 29,282,414 $ 37,837,924 $ 195,097,659 Mergers and Acquisitions (Note 5) - - - 2,053,293 - - - 2,053,293 Goodwill impairment - - - - (14,082,162 ) (17,199,124 ) - (31,281,286 ) Effect of movement in foreign exchange rates 849,126 - - 45,344 - 2,015,165 2,836,690 5,746,325 Balance, December 31, 2022 $ 77,112,402 $ 20,898,598 $ 6,003,150 $ 3,989,264 $ 8,839,508 $ 14,098,455 $ 40,674,614 $ 171,615,991 The Company performs its annual impairment tests at December 31 or at an interim date when events or changes in the business environment (triggering events) would more likely than not reduce the fair value of a CGU below its carrying value. During the year ended December 31, 2022, the Company concluded that there were triggering events requiring an impairment assessment as of September 30, 2022 and December 31, 2022 due to overall macroeconomic conditions including but not limited to increasing interest rates, high inflation, and softening of the digital advertisement demand and spending due to uncertain market economic outlook. In addition, there was a decline in the Company’s share price resulting in market capital being lower than the net assets of the Company. The Company performed impairment testing as of September 30, 2022, and determined that impairment charges were necessary for the Omnia CGU of $ 14,082,162 Nil 17,199,124 Nil The Company determined the recoverable amount based on the value-in-use approach to assess the value of Enthusiast Properties, TSR, Luminosity, Steel Media, Omnia, Addicting Games, and Outplayed CGUs. The recoverable amount of the Company’s CGUs was estimated based on an assessment of their value-in-use using a discounted cash flow approach. The approach uses cash flow projections based upon a financial forecast approved by management and the Board of Directors, covering a five-year period. Cash flows for the years thereafter are extrapolated using the estimated terminal growth rate. The risk premiums expected by market participants related to uncertainties about the industry and assumptions relating to future cash flows may differ or change quickly, depending on economic conditions and other events. The Company has made certain assumptions in determining the expected future cash flows based on budgets approved by management and include management’s best estimate of expected market conditions. Accordingly, it is possible that future changes in assumptions may negatively impact future valuations of goodwill and the Company would be required to recognize an impairment loss. At December 31, 2022, the following are key assumptions on which management based its determinations of the recoverable amount for goodwill based on each CGU’s value-in-use: Enthusiast Properties TSR Luminosity Steel Media Omnia Addicting Games Outplayed Average revenue growth rates 28.6% 6.4% 54.7% 18.0% 12.7% 22.5% 32.5% Terminal revenue growth rates 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% Pre-tax discount rate 23.1% 25.0% 23.8% 23.8% 27.3% 25.9% 22.3% At December 31, 2021, the following are key assumptions on which management based its determinations of the recoverable amount for goodwill based on each CGU’s value-in-use: Enthusiast Properties TSR Luminosity Steel Media Omnia Addicting Games Outplayed Average revenue growth rates 32.9% 7.7% 62.3% 21.5% 14.7% 90.9% 146.4% Terminal revenue growth rates 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% Pre-tax discount rate 17.6% 25.2% 17.4% 20.4% 25.9% 20.3% 23.3% The Company determined the revenue growth rate, the terminal revenue growth rate based on past performance and its expectations for market development. The pre-tax discount rates used reflect specific risks in relation to the CGU. |
Right-of-use assets and lease l
Right-of-use assets and lease liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Right-of-use assets and lease liabilities | 12. Right-of-use assets and lease liabilities The Company’s leased assets consist of office premises. When measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using incremental borrowing rates of 4.20 5.00 A summary of right-of-use assets is as follows: Amount Balance, January 1, 2021 $ 2,848,400 Office lease additions - cost, mergers and acquisitions (Note 5) 775,392 Depreciation (729,573 ) Effect of movement in exchange rates (8,557 ) Balance, December 31, 2021 $ 2,885,662 Depreciation (924,883 ) Effect of movement in exchange rates 139,217 Balance, December 31, 2022 $ 2,099,996 A summary of lease liabilities is as follows: Amount Balance, January 1, 2021 $ 2,886,666 Office lease additions - finance cost, mergers and acquisitions (Note 5) 808,095 Payments (802,013 ) Accretion 119,470 Effect of movement in exchange rates (1,871 ) Balance, December 31, 2021 $ 3,010,347 Payments (948,040 ) Accretion 105,496 Effect of movement in exchange rates 183,064 Balance, December 31, 2022 2,350,867 Current portion of lease liabilities 872,429 Long-term portion of lease liabilities $ 1,478,438 Note 25 provides a summary of undiscounted lease payments to be made as of the statement of financial position date. Variable lease payments during the year ended December 31, 2022, which are not included in lease liabilities are $ 247,968 253,206 1,196,008 1,055,219 |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accounts payable and accrued liabilities | 13. Accounts payable and accrued liabilities A summary of accounts payable and accrued liabilities is as follows: December 31, 2022 December 31, 2021 Accounts payable $ 23,404,129 $ 25,247,351 Accrued liabilities 9,419,191 9,143,870 Net $ 32,823,320 $ 34,391,221 The Company, in the course of its normal operations, is subject to claims, lawsuits, and contingencies. Accruals are made in instances where it is probable that liabilities may be incurred and where such liabilities can be reasonably estimated. |
Long-term debt
Long-term debt | 12 Months Ended |
Dec. 31, 2022 | |
Long-term Debt | |
Long-term debt | 14. Long-term debt (i) The Facility Under the terms of a loan facility agreement dated August 2, 2019, an arm’s length lender (the “Lender”) agreed to provide the Company with a loan of up to $ 20,000,000 3,000,000 20,000,000 20,000,000 The loan had a term (the “Term”) which expired on August 2, 2021 4.1 Interest (and any such equivalent amount by way of standby fee) and the success fee were capitalized during the first 12 months of the Term and, commencing in August 2020, interest and the success fee were payable in cash on the last business day of each and every month until the Maturity Date. The Company was entitled to prepay all or a part of the Facility at any time, from time to time, without bonus or penalty after the date that was twelve (12) months following the date of completion of the acquisition of Enthusiast Properties. On August 30, 2020 the Company entered into an amending facility agreement (the “Amended Facility”). The Amended Facility extended the Facility expiry Term to September 6, 2022 250,000 On November 27, 2020 the Company entered into an amending and restated facility agreement (the “Amended and Restated Facility”). The Amended and Restated Facility increased the total size of the loan and allowed for three loans, Facility A, B and C. Facility A and B were revolving loans up to $10,000,000 each. Facility C was a term loan in the amount of $10,000,000. Facility A and B were limited to an aggregate principal amount of $14,000,000 The maximum amount of Facility A was based on the aggregate of 85% eligible accounts receivable less the amount of Facility A then outstanding and less amounts payable and reserves for material subsidiaries. The Company incurred transaction cost of $ 17,500 As terms of the amended facilities were not substantially different from the terms of the Facility, the amendments were determined to be a modification of debt in accordance with IFRS 9. A loss on modification of long-term debt in the amount of $ 814,899 325,421 The Amended and Restated Facility was amortized at an effective interest rate of 7.29 The Amended and Restated Facility was used for purposes of (i) working capital and (ii) to finance future acquisitions. On December 31, 2020 the Company was advanced $ 75,333 150,667 226,000 9,972,104 2,856,579 10,000,000 22,828,682 On January 18, 2021 and February 3, 2021, the Company was further advanced $ 441,921 502,866 13,773,470 The Amended and Restated Facility was amortized at an effective interest rate of 7.28 On December 17, 2021, in conjunction with obtaining the Term Credit and Operating Credit, see Note 14(ii), the Company repaid the remaining principal balance then outstanding on Facility C of $ 9,250,000 166,438 During the year ended December 31, 2022, the Company recognized $ Nil 847,322 Nil 450,475 Nil 21,780 The following tables shows the movement of the Facility balance during the year: Schedule of Long term debt facility balance Amount Balance, January 1, 2021 $ 22,901,956 Advances 944,787 Repayments (13,773,470 ) Principal repayments (10,000,000 ) Gain on repayment of long-term debt (39,502 ) Gain on settlement of long-term debt (11,991 ) Accretion (21,780 ) Balance, December 31, 2021 and 2022 - Current portion of long-term debt - Long-term debt $ - The Amended and Restated Facility agreement contained certain covenants that the Company must comply with including maintaining a total consolidated equity of at least $ 20,000,000 2,000,000 (ii) The Term Credit and Operating Credit Under the terms of a commitment letter (the “Commitment Letter”) dated December 3, 2021, an arm’s length lender (the “Bank”) agreed to provide the Company, as borrower, and certain Canadian and U.S. subsidiaries of the Company, as guarantors, with a non-revolving term facility (the “Term Credit”) and an operating line (the “Operating Credit”). The Term Credit consists of an authorized credit limit amount of $ 10,000,000 7.5 10,000,000 The Operating Credit consists of an authorized amount of $5,000,000, subject to a borrowing base, bearing interest at the greater of (i) the Bank’s prime lending rate plus 1.25%, and (ii) 2.45% per annum, with interest payable monthly The aggregate of all advances under the Operating Credit and Bank credit cards are not to exceed the lesser of (i) the Operating Credit, and (ii) the borrowing base. The borrowing base is based on a percentage of eligible accounts receivable less certain accounts payable for material subsidiaries of the Company. Subject to the Bank’s approval, the Company can exercise an option to extend the maturity date of both the Term Credit and Operating Credit for an additional 12-month period. The Term Credit and Operating Credit are secured by substantially all of the assets of the Company and the guarantor subsidiaries. The Company will be entitled to prepay all or part of the Term Credit and Operating Credit at any time with penalty. During the year ended December 31, 2021, the Company received Term Credit advances of $ 10,000,000 325,183 10.18 On September 12, 2022, the Company entered into an amendment to commitment letter (the “Amended Commitment Letter”) which increased the total amount of the Term Credit to a maximum amount of $20,000,000. On September 16, 2022, the Company was advanced an incremental $10,000,000 pursuant to the Amended Commitment Letter. The Company incurred transaction costs of $241,872 in connection with the Amended Commitment Letter As the terms of the Amended Commitment Letter were substantially different from the terms of the Commitment Letter, the amendment is determined to be derecognition of debt in accordance with IFRS 9. A loss on derecognition of long-term debt in the amount of $ 482,282 The Term Credit under the Amended Commitment Letter is amortized at an effective interest rate of 11.08 As of December 31, 2021 and December 31, 2022, no amounts were drawn upon on the Operating Credit. During the year ended December 31, 2022, the Company recognized $ 1,199,267 30,467 97,586 7,050 On March 21, 2023, the Company received notice of the Bank's approval of the Company's option to extend the maturity date of the Term Credit and Operating Credit for an additional 12-month period ending December 31, 2024, see Note 28. (ii) The Term Credit and Operating Credit (continued) The following tables shows the movement of the Term Credit balance during the year: Schedule of term credit balance Amount Balance, January 1, 2021 $ - Advances 10,000,000 Transaction costs (325,183 ) Accretion 7,050 Balance, December 31, 2021 $ 9,681,867 Advances 10,000,000 Repayments (2,588,238 ) Accretion 97,586 Transaction costs (241,872 ) Loss on derecognition of long-term debt 482,282 Balance, December 31, 2022 17,431,625 Current portion of long-term debt 17,431,625 Long-term debt $ - The Amended Commitment Letter contains certain covenants that the Company must comply with, including (i) maintaining a minimum funded debt to gross profit ratio, which varies by quarter, (ii) at all times, a cash runway ratio of a minimum of 4 months, tested quarterly, until the quarter ending March 31, 2023, and then a cash runway ratio of a minimum of 6 months, tested quarterly, until the quarter ending December 31, 2023, and (iii) beginning December 31, 2023, a minimum funded debt to EBITDA ratio of no more than 4.0x, calculated based on the trailing 12 months and tested quarterly. The Company was in compliance with the applicable covenants during the year ended December 31, 2022. |
Other long-term debt
Other long-term debt | 12 Months Ended |
Dec. 31, 2022 | |
Other Long-term Debt | |
Other long-term debt | 15. Other long-term debt Upon the acquisition of Addicting Games (Note 5), the Company obtained a USD $ 150,000 July 2, 2050 3.75 731 The SBA Loan was included in Addicting Games’ identifiable net assets acquired at an initial fair value of $ 144,948 7.10 7.10 The following table shows the movement of the SBA Loan during the year: Amount Balance, January 1, 2021 $ - Initial fair value of other long-term debt (Note 5) 144,948 Accretion 3,424 Payments (5,561 ) Effect of movement in exchange rates 4,634 Balance, December 31, 2021 $ 147,445 Accretion 11,089 Payments (12,871 ) Effect of movement in exchange rates 10,072 Balance, December 31, 2022 155,735 Current portion of other long-term debt 10,891 Other long-term debt $ 144,844 |
Convertible debentures
Convertible debentures | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Debentures | |
Convertible debentures | 16. Convertible debentures On November 8, 2018, Enthusiast Properties issued convertible debenture units (the “Debenture Units”) for total gross proceeds of $ 9,000,000 Each Debenture Unit, issued at a price of $1,000, was comprised of one unsecured convertible debenture (each a “Debenture” and collectively, the “Debentures”), having a principal amount of $1,000 and accruing interest at 9% per annum, payable semi-annually until maturity, and 166 common share purchase warrants of the Company (each, a “Debenture Warrant”). Each Debenture was convertible into shares of the Company at a conversion price of $3.03 per common share (the “Conversion Price”), subject to acceleration in certain events. The Debentures matured on December 31, 2021. 3.79 The Debentures and the Debenture Warrants contain customary anti-dilution provisions. The Company also issued 540 Debenture Units to the brokers as part of the transaction. If the brokers subscribed for the Debenture Units, 89,640 warrants would be issued. The brokers did not subscribe for the Debenture Units and they expired unexercised on November 8, 2020. Beginning on March 9, 2019, the Company may, at its option, require the conversion of the then outstanding principal amount of the Debentures (plus accrued and unpaid interest thereon) at the Conversion Price on not less than 30 days’ notice, should the daily volume-weighted average trading price of the shares of the Company be greater than $4.55 for each of seven consecutive trading days, ending five trading days prior to the applicable date. The Company may accelerate the expiry date of the then outstanding Debenture Warrants on not less than 30 days’ notice, should the volume-weighted average trading price of the shares be greater than $5.68 for the twenty consecutive trading days, ending five trading days prior to the applicable date. The fair value of the convertible debentures on the date of the acquisition of Enthusiast Properties was determined to be $ 6,761,663 13.0 1,495,442 2,056,130 22.82 In December 2020, debenture holders converted $ 400,000 136,649 2,600,000 857,180 6,000,000 1,978,109 During the year ended December 31, 2022, the Company recognized $ Nil 53,051 Nil 80,504 The following tables shows the movement of the convertible debenture balance during the year: Amount Balance, January 1, 2021 $ 7,546,453 Conversion to equity (7,626,957 ) Accretion 80,504 Balance, December 31, 2021 and 2022 $ - |
Deferred payment liability
Deferred payment liability | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Payment Liability | |
Deferred payment liability | 17. Deferred payment liability The deferred payment liability relates to the acquisitions of (i) Steel Media on October 3, 2019, (ii) Vedatis on May 1, 2021, (iii) GameKnot on August 30, 2021, (iv) Addicting Games on September 3, 2021, (v) Outplayed on November 22, 2021, and (vi) FFS on April 28, 2022. (i) Steel Media deferred payment liability The Steel Media deferred payment liability consisted of the present value of a USD $ 1,000,000 The Company had, at its option, the ability to settle the Steel Media Deferred Payment either in cash or by the allotment and issuance of such number of common shares determined by the volume weighted average price for the five trading days immediately prior to October 3, 2020. The Company also had, at its option, the ability to settle USD $500,000 of the Steel Media Earn-Out Payment either in cash or by the allotment and issuance of such number of common shares determined by the volume weighted average price for the five trading days immediately prior to the date that the amount of any Steel Media Earn-Out Payment was conclusively determined. The expected Steel Media Earn-Out Payment was calculated on a dollar-for-dollar basis to the extent the average annualized normalized gross revenue of Steel Media for the period from January 1, 2020 to December 31, 2021 exceeded USD $2,500,000. The maximum Steel Media Earn-Out Payment would not exceed USD $ 500,000 The Steel Media Deferred Payment was included in Steel Media’s total purchase price consideration at an initial fair value of $1,211,818 based on a discounted valuation using a 10.00% discount rate. The Steel Media Earn-Out Payment was included in Steel Media’s total purchase price consideration at an initial fair value of $470,625 based on a discounted valuation using a 13.97% discount rate and an expectation that payment of the full earn-out of USD $500,000 is probable. The Steel Media Deferred Payment and Steel Media Earn-Out Payment were amortized at an effective interest rate of 9.54% and 13.15% respectively. Between October 16 and November 2, 2020, $ 659,832 (USD $ 500,000 ) of the Steel Media Deferred Payment liability was paid by the Company. On January 20, 2021, the remaining Steel Media Deferred Payment liability of $ 632,800 (USD $ 500,000 ) was settled by the Company through the issuance of 429,354 common shares of the Company through the exercise of the Company’s option (Note 19). During the year ended December 31, 2022, the Steel Media Earn-Out Payment was determined to be $461,891 (USD $369,631) resulting in gain on revaluation of deferred payment liability of $149,399 (December 31, 2021 - $Nil). On April 29, 2022, the Company settled the Steel Media Earn-Out Payment through a cash payment of $472,833 (USD $369,631). The following table shows the movement of the Steel Media deferred payment liability during the year: Steel Media Deferred Payment Steel Media Earn-Out Payment Total Balance, January 1, 2021 $ 636,600 $ 529,124 $ 1,165,724 Accretion - 77,415 77,415 Payment – shares (632,800 ) - (632,800 ) Effect of movement in exchange rates (3,800 ) (6,031 ) (9,831 ) Balance, December 31, 2021 $ - $ 600,508 $ 600,508 Accretion - 20,698 20,698 Payment – cash - (472,833 ) (472,833 ) Gain on revaluation of deferred payment liability - (149,399 ) (149,399 ) Effect of movement in exchange rates - 1,026 1,026 Balance, December 31, 2022 - - - Current portion of deferred payment liability - - - Long-term portion of deferred payment liability $ - $ - $ - (ii) Vedatis deferred payment liability The Vedatis deferred payment liability consists of the present value of a Euro € 750,000 The Vedatis Earn-Out Payment, subject to certain conditions, is equal to the sum of earnings before interest, taxes, depreciation and amortization for the best four consecutive quarters of the existing Vedatis business at the time of closing excluding new business generated or enhanced by the Company. The earn-out period is for four years following May 1, 2021. The Company had, at its option, the ability to settle the Vedatis Deferred Payment of Euro € 750,000 348,852 The Company has, at its option, the ability to settle the Vedatis Earn-Out Payment half in cash and half in common shares, the share payment portion will be settled by the allotment and issuance of such number of common shares determined by the volume weighted average price for the two trading days immediately prior to May 1, 2025. The Company uses Monte-Carlo simulation valuation techniques to estimate the net present value of the Vedatis Earn-Out Payment. The cash portion and equity portion are present valued separately based on the outcomes of the Monte-Carlo simulation. The Vedatis Earn-Out Payment is revalued each reporting period with changes in fair value of the Vedatis Earn-Out Payment recorded in the consolidated statements of loss and comprehensive loss. The Vedatis Deferred Payment was included in Vedatis’ total purchase price consideration at an initial fair value of $ 1,047,028 6 1,602,902 8.16 0.78 1,920,745 The Vedatis Deferred Payment, upon initial valuation, was amortized at an effective interest rate of 5.86% and the cash portion of the Vedatis Earn-Out Payment was amortized at an effective interest rate of 8.19%. On December 31, 2022, the Vedatis Earn-Out Payment was revalued at $1,377,764 based on a discounted valuation using a 11.01% and 3.68% discount rate for the cash settled and equity settled portion, respectively, and an expectation that a Vedatis Earn-Out Payment of $1,667,515 is probable. Following the December 31, 2022 revaluation, the cash portion of the Vedatis Earn-Out Payment is amortized at an effective interest rate of 11.06% (December 31, 2021 – 9.83%). The fair value of the Vedatis Earn-Out Payment at year end was calculated using the following inputs: December 31, 2022 December 31, 2021 Payment date Time to maturity August 29, 2025 2.66 August 29, 2025 3.66 Required metric risk premium 21.75 21.75 EBITDA volatility 15.00 17.00 Senior credit rating B- B- Earn-out payment credit rating CCC+ CCC+ Drift rate 3.73 1.15 Discount rate (risk free rate) for equity-based payment 3.68 1.16 Discount rate (risk adjusted rate) for cash payment Discount rate for lack of marketability 11.01 Nil% 9.79 Nil% The following table shows the movement of the Vedatis deferred payment liability during the year: Vedatis Deferred Payment Vedatis Earn-Out Payment Total Balance, January 1, 2021 $ - $ - $ - Initial fair value of deferred payment liability (Note 5) 1,047,028 1,602,902 2,649,930 Accretion 41,705 39,830 81,535 Loss on revaluation of deferred payment liability - 181,707 181,707 Effect of movement in exchange rates (29,944 ) (50,103 ) (80,047 ) Balance, December 31, 2021 $ 1,058,789 $ 1,774,336 $ 2,833,125 Accretion 21,117 64,110 85,227 Payment – shares (1,013,400 ) - (1,013,400 ) Gain on revaluation of deferred payment liability - (472,381 ) (472,381 ) Effect of movement in exchange rates (66,506 ) 11,699 (54,807 ) Balance, December 31, 2022 - 1,377,764 1,377,764 Current portion of deferred payment liability - - - Long-term portion of deferred payment liability $ - $ 1,377,764 $ 1,377,764 (iii) GameKnot deferred payment liability The GameKnot deferred payment liability consisted of the present value of a USD $ 500,000 The Company had, at its option, the ability to settle the GameKnot Deferred Payment either in cash or by the allotment and issuance of such number of common shares determined by the volume weighted average price for the ten trading days prior to August 30, 2021. The GameKnot Deferred Payment was included in GameKnot’s total purchase price consideration at an initial fair value of $ 613,129 6.00 The GameKnot Deferred Payment was amortized at an effective interest rate of 6.01%. On February 28, 2022, the GameKnot Deferred Payment has been settled by the Company issuing 111,267 The following table shows the movement of the GameKnot deferred payment liability during the year: GameKnot Deferred Payment Balance, January 1, 2021 $ - Initial fair value of deferred payment liability (Note 5) 613,129 Accretion 12,490 Effect of movement in exchange rates 2,162 Balance, December 31, 2021 $ 627,781 Accretion 6,111 Payment – shares (634,900 ) Effect of movement in exchange rates 1,008 Balance, December 31, 2022 - Current portion of deferred payment liability - Long-term portion of deferred payment liability $ - (iv) Addicting Games deferred payment liability The Addicting Games deferred payment liability consisted of the present value of a USD $ 7,000,000 3,800,000 The Company had, at its option, the ability to settle the Addicting Games Deferred Payment either in cash or by the allotment and issuance of such number of common shares determined by the volume weighted average price for the ten trading days prior to the payment due dates. The Addicting Games First Anniversary Deferred Payment was included in Addicting Games’ total purchase price consideration at an initial fair value of $ 8,181,699 7.10 4,147,054 7.10 The Addicting Games First Anniversary Deferred Payment and Addicting Games Second Anniversary Deferred Payment were amortized at an effective interest rate of 6.88% and 6.88% respectively. On May 25, 2022, the Company and former shareholders of Addicting Games entered into an amending agreement to the Addicting Games SPA to satisfy the settlement of the Addicting Games Deferred Payment by the Company issuing 4,320,000 4,319,996 248,358 The following table shows the movement of the Addicting Games deferred payment liability during the year: Addicting Games Deferred Payment Balance, January 1, 2021 $ - Initial fair value of deferred payment liability (Note 5) 12,328,753 Accretion 280,700 Effect of movement in exchange rates 159,266 Balance, December 31, 2021 $ 12,768,719 Accretion 372,915 Payment - shares (13,305,588 ) Loss on settlement of deferred payment liability 248,358 Effect of movement in exchange rates (84,404 ) Balance, December 31, 2022 - Current portion of deferred payment liability - Long-term portion of deferred payment liability $ - (v) Outplayed deferred payment liability The Outplayed deferred payment liability consisted of the present value of a USD $ 8,500,000 8,500,000 6,000,000 6,000,000 The Outplayed Earn-Out Payment, subject to certain conditions, will be paid if certain site traffic based targets are met in the first and second years of operations. The first anniversary earn-out period is for one year from the closing date and the second anniversary earn-out period is for one year from the end of the first anniversary earn-out period. The Company had, at its option, the ability to settle the Outplayed Deferred Payment either in cash or by the allotment and issuance of such number of common shares determined by the volume weighted average price for the ten trading days two business days prior to the anniversary payment due dates. The Company had, at its option, the ability to settle the Outplayed Earn-Out Payment either in cash or by the allotment and issuance of such number of common shares determined by the volume weighted average price for the ten trading days prior to the date the applicable earn-out is achieved. The Outplayed First Anniversary Deferred Payment was included in Outplayed’s total purchase price consideration at an initial fair value of $ 10,013,937 7.63 9,304,038 7.63 6,272,711 19.50 6,000,000 5,249,130 19.50 6,000,000 The Outplayed First Anniversary Earn-Out Payment, the Outplayed Second Anniversary Earn-Out Payment, Outplayed First Anniversary Earn-Out Payment and the Outplayed Second Anniversary Earn-Out Payment were amortized at an effective interest rate of 7.38%, 7.38%, 17.97% and 17.96% respectively. On May 25, 2022, the Company and former shareholders of Outplayed entered into an amending agreement to the Outplayed MA to satisfy the settlement of the Outplayed Deferred Payment and Outplayed Earn-Out Payment by the Company issuing 11,500,000 11,499,988 2,900,068 The following table shows the movement of the Outplayed deferred payment liability during the year: Outplayed Deferred Payment Outplayed Earn-Out Payment Total Balance, January 1, 2021 $ - $ - $ - Initial fair value of deferred payment liability (Note 5) 19,317,976 11,521,841 30,839,817 Accretion 151,319 219,808 371,127 Effect of movement in exchange rates (2,147 ) (509 ) (2,656 ) Balance, December 31, 2021 $ 19,467,148 $ 11,741,140 $ 31,208,288 Accretion 610,138 912,424 1,522,562 Payment – shares (20,763,426 ) (14,656,537 ) (35,419,963 ) Loss on settlement of deferred payment liability 815,138 2,084,930 2,900,068 Effect of movement in exchange rates (128,998 ) (81,957 ) (210,955 ) Balance, December 31, 2022 - - - Current portion of deferred payment liability - - - Long-term portion of deferred payment liability $ - $ - $ - (vi) FFS deferred payment liability The FFS deferred payment liability consists of the present value of a $ 1,609,600 1,000,000 80,480 50,000 804,800 500,000 The FFS Earn-Out Payment will be paid if the Fantasy Premier League agreement, which expired on August 1, 2022, is renewed for an additional three-year period, on substantially similar or more favourable terms. The Company has, at its option, the ability to settle the FFS First Anniversary Deferred Payment either in cash or by the allotment and issuance of such number of common shares determined by the volume weighted average price for the ten trading days prior to the payment due date. The FFS First Anniversary Deferred Payment was included in FFS’ total purchase price consideration at an initial fair value of $ 1,497,581 7.48 69,668 7.48 748,790 7.48 500,000 The FFS First Anniversary Deferred Payment, FFS Second Anniversary Deferred Payment and FFS Earn-Out Payment are amortized at an effective interest rate of 7.23%, 7.23% and 7.23% respectively. The following table shows the movement of the FFS deferred payment liability during the year: FFS Deferred Payment FFS Earn-Out Payment Total Balance, December 31, 2021 $ - $ - $ - Initial fair value of deferred payment liability (Note 5) 1,567,249 748,790 2,316,039 Accretion 76,532 36,567 113,099 Effect of movement in exchange rates 24,969 11,931 36,900 Balance, December 31, 2022 1,668,750 797,288 2,466,038 Current portion of deferred payment liability 1,594,575 797,288 2,391,863 Long-term portion of deferred payment liability $ 74,175 $ - $ 74,175 The following table shows the aggregate movement of the deferred payment liability during the year ended December 31, 2022 and year ended December 31, 2021: December 31, 2022 December 31, 2021 Beginning balance $ 48,038,421 $ 1,165,724 Initial fair value of deferred payment liability 2,316,039 46,431,629 Accretion 2,120,612 823,267 Payment – cash (472,833 ) - Payment – shares (50,373,851 ) (632,800 ) Loss on settlement of deferred payment liability 3,148,426 - (Gain) loss on revaluation of deferred payment liability (621,780 ) 181,707 Effect of movement in exchange rates (311,232 ) 68,894 Ending balance 3,843,802 48,038,421 Current portion of deferred payment liability 2,391,863 27,244,146 Long-term portion of deferred payment liability $ 1,451,939 $ 20,794,275 The Company had a working capital adjustment receivable from the acquisition of Addicting Games of $ 154,398 3,302,824 |
Vendor-take-back loan
Vendor-take-back loan | 12 Months Ended |
Dec. 31, 2022 | |
Vendor-take-back Loan | |
Vendor-take-back loan | 18. Vendor-take-back loan The vendor-take-back loan (“VTB”) arose on the acquisition of Omnia on August 30, 2020. The VTB had a principal balance of $ 5,750,000 9 The VTB was included in Omnia’s total purchase price consideration at an initial fair value of $ 5,357,408 11.60 11.03 On June 17, 2021, the Company settled the VTB by paying the principal balance of $ 5,750,000 408,329 316,241 During the year ended December 31, 2022, the Company recognized $ Nil 255,792 Nil 27,046 The following tables shows the movement of the VTB during the year: Amount Balance, January 1, 2021 $ 5,559,250 Interest 255,792 Accretion 27,046 Repayments (6,158,329 ) Loss on settlement of vendor-take-back loan 316,241 Balance, December 31, 2021 and 2022 $ - |
Share capital
Share capital | 12 Months Ended |
Dec. 31, 2022 | |
Share capital | 19. Share capital Authorized: Unlimited number of common shares Unlimited number of preferred shares During the year ended December 31, 2022: (i) The Company received proceeds of $ 289,034 760,938 45,538 2,527,504 (ii) On February 14, 2022, the Company issued the remaining 35,770 (iii) On February 28, 2022, the Company issued 111,267 (iv) On June 2, 2022, the Company issued 348,852 (v) On June 2, 2022, the Company issued 4,319,996 (vi) On June 2, 2022, the Company issued 11,499,988 (vii) On July 25, 2022, the Company issued 307,692 800,000 95,386 2.29 During the year ended December 31, 2022 (continued): (viii) On September 19, 2022, the Company issued 790,633 1,757,396 492,383 1.60 288,679 203,704 (ix) On December 14, 2022, the Company issued 42,838 42,838 During the year ended December 31, 2021: (i) The Company received proceeds of $ 784,431 363,176 927,292 (ii) The Company issued 2,835,289 (iii) On January 20, 2021, the Company issued 429,354 (iv) On February 10, 2021, the Company offered and sold a total of 7,383,000 42,452,250 2,704,571 (v) On May 4, 2021, the Company issued 226,563 (vi) In June 2021, the Company offered and sold a total of 8,600,000 60,137,755 49,450,000 4,739,096 (vii) On June 21, 2021, the Company issued 790,094 (viii) On August 30, 2021, the Company issued 165,425 (ix) On September 3, 2021, the Company issued 2,661,164 (x) On December 31, 2021, the Company issued 5,164,223 |
Stock options
Stock options | 12 Months Ended |
Dec. 31, 2022 | |
Stock Options | |
Stock options | 20. Stock options On January 20, 2021, the shareholders of the Company approved and ratified the adoption of the stock option plan (the “Stock Option Plan”) which allows the Board of Directors to grant stock options to directors, officers, employees and consultants of the Company as performance incentives. The maximum number of common shares issuable under the Stock Option Plan is limited to 10% of the issued and outstanding common shares of the Company. There are also limitations on the number of common shares issuable to insiders. At the time of granting a stock option, the Board of Directors must approve: (i) the exercise price, being not less than the market value of the common shares; (ii) the vesting provisions; and (iii) the expiry date, generally being no more than ten years after the grant date. The following table reflects the continuity of stock options as of December 31, 2022 and December 31, 2021: December 31, 2022 December 31, 2021 Number of options Weighted average exercise price Number of options Weighted average exercise price Beginning balance 3,923,491 $ 3.35 2,734,073 $ 1.61 Granted 1,772,909 2.56 1,598,905 6.17 Exercised (760,938 ) (0.44 ) (363,176 ) (2.16 ) Forfeited (993,480 ) (3.73 ) (46,311 ) (7.28 ) Ending balance 3,941,982 $ 3.46 3,923,491 $ 3.35 Exercisable 1,972,929 $ 3.10 2,668,573 $ 1.71 The weighted average share price on the date of exercise is $1.10 (December 31, 2021 - $7.25). On January 20, 2021, following shareholder approval of the Stock Option Plan, the Company issued 743,671 679,582 3.20 304,709 247,890 191,072 4.73 6.10 3.20 4.89 86.59 2.90 0.43 On April 13, 2021, the Company issued 855,234 493,969 8.75 6.06 8.73 8.75 4.72 92.89 2.90 0.94 On April 20, 2022, the Company issued 1,560,697 902,141 2.75 34,000 503,308 17,000 503,308 503,351 2.07 2.75 2.75 5 105.61 3.55 2.74 On November 17, 2022, the Company issued 211,942 174,011 122,608 1.13 40,868 40,868 40,872 0.55 0.81 1.13 4.25 109.11 4.13 3.33 89,334 1.13 12,500 33,944 21,444 21,446 0.59 0.81 1.13 5 107.44 4.13 3.33 The Company recorded share-based compensation expense of $ 2,638,687 5,823,302 The Company has the following stock options outstanding as of December 31, 2022: Expiry date Number of stock options outstanding Exercise price Number of stock options exercisable Weighted average remaining life (years) November 14, 2023 13,187 2.37 13,187 0.87 March 29, 2024 200,450 2.37 200,450 1.24 August 27, 2024 868,750 2.40 868,750 1.66 December 9, 2025 643,983 3.20 486,136 2.94 January 1, 2026 593,087 8.75 201,906 3.01 February 16, 2027 122,608 1.13 - 4.13 April 20, 2027 1,220,583 2.75 - 4.30 November 27, 2027 89,334 1.13 12,500 4.88 December 12, 2028 190,000 1.00 190,000 5.95 3,941,982 3.46 1,972,929 3.22 |
Share units
Share units | 12 Months Ended |
Dec. 31, 2022 | |
Share Units | |
Share units | 21. Share units On January 20, 2021, the shareholders of the Company approved and ratified the adoption of the Share Unit Plan (“SU Plan”) which allows for the issuance of restricted share units and performance share units (collectively “Share Units”) to directors, officers, employees and consultants. The Board of Directors, or a committee appointed by the Board of Directors, will establish vesting conditions of Share Units at the time of grant. The maximum number of common shares that are issuable to settle Share Units cannot exceed 4 10 On January 20, 2021, following shareholder approval of the SU Plan, the Company issued 1,251,162 1,158,772 1,251,162 530,692 417,054 303,416 6.10 On April 13, 2021, the Company issued 1,242,577 636,887 8.73 On July 19, 2021, the Company modified the vesting dates of 178,293 On April 20, 2022, the Company issued 1,922,877 1,531,349 166,666 557,608 83,334 557,608 557,661 2.69 2.75 2.58 On November 17, 2022, the Company issued 437,636 401,229 155,018 102,507 90,007 90,014 0.80 0.81 2.70 The Company recorded share-based compensation expense of $ 5,112,683 13,095,187 The Company has the following restricted share units outstanding as of December 31, 2022 and December 31, 2021: December 31, 2022 December 31, 2021 Beginning balance 2,455,697 - Granted 2,360,513 2,493,739 Released (42,838 ) - Forfeited (633,918 ) (38,042 ) Ending balance 4,139,454 2,455,697 Vested 1,752,170 711,452 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | 22. Income Taxes The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.60 26.60 December 31, 2022 December 31, 2021 Statutory income tax rate 26.60 % 26.60 % Net loss before income taxes $ (78,882,069 ) $ (52,986,087 ) Computed income tax recovery (20,982,630 ) (14,094,299 ) Increase (decrease) resulting from: Non-deductible expenses and other 10,649,360 5,314,788 Differences in foreign tax rates (721,376 ) (247,875 ) Utilization of previously unrecognized tax losses (1,051,211 ) 199,180 Origination and reversal of temporary differences 1,708,015 413,197 Current period loss for which no benefit is recognized 8,346,578 7,475,544 Income tax recovery $ (2,051,264 ) $ (939,465 ) The components of income tax expense (recovery) are as follows: December 31, 2022 December 31, 2021 Current tax expense $ 250,955 $ 194,222 Deferred tax recovery (2,302,219 ) (1,133,687 ) Income tax recovery $ (2,051,264 ) $ (939,465 ) The table below summarizes the movement of net deferred tax assets and liabilities: January 1, 2022 Recognized in net loss Recognized in OCI Acquisitions December 31, 2022 Deferred tax asset Tax losses carried forward $ 3,940,741 $ (873,785 ) $ 47,286 $ - $ 3,114,242 Intangible assets and other 1,135,771 (1,062,707 ) 77,056 - 150,120 Total deferred assets 5,076,512 (1,936,492 ) 124,342 - 3,264,362 Deferred tax liability Intangible assets and other $ (30,802,501 ) $ 4,238,711 $ (753,904 ) $ (603,098 ) $ (27,920,792 ) Investments (14,896 ) - - - (14,896 ) Total deferred liability (30,817,397 ) 4,238,711 (753,904 ) (603,098 ) (27,935,688 ) Net deferred tax asset (liability) $ (25,740,885 ) $ 2,302,219 $ (629,562 ) $ (603,098 ) $ (24,671,326 ) January 1, 2021 Recognized in net loss Recognized in OCI Acquisitions December 31, 2021 Deferred tax asset Tax losses carried forward $ 5,385,629 $ (2,065,439 ) $ - $ 620,551 $ 3,940,741 Financing and share issuance cost 14,551 (14,551 ) - - - Intangible assets and other 702,666 (673,525 ) (60,616 ) 1,167,246 1,135,771 Total deferred assets 6,102,846 (2,753,515 ) (60,616 ) 1,787,797 5,076,512 Deferred tax liability Intangible assets and other $ (21,090,932 ) $ 3,728,197 $ - $ (13,439,766 ) $ (30,802,501 ) Investments (173,901 ) 159,005 - - (14,896 ) Total deferred liability (21,264,833 ) 3,887,202 - (13,439,766 ) (30,817,397 ) Net deferred tax asset (liability) $ (15,161,987 ) $ 1,133,687 $ (60,616 ) $ (11,651,969 ) $ (25,740,885 ) Deferred tax assets have not been recognized in respect of the following deductible temporary differences: December 31, 2022 December 31, 2021 Tax losses carried forward $ 114,854,099 $ 84,156,050 Intangible assets and goodwill 33,951,477 32,732,062 Investments 3,869,535 5,112,068 Financing and share issuance costs 6,735,102 9,694,771 Other temporary differences 818,939 390,249 Deferred tax asset not recognized $ 160,229,152 $ 132,085,200 The Company has Canadian net operating losses of $ 78,015,340 The Company has USA net operating losses of $ 36,838,759 If not utilized, $6,460,091 of these net operating losses will expire between 2033 and 2036 and $30,378,668 of these net operating losses will carryforward indefinitely. Other deductible temporary differences have an unlimited carryforward period pursuant to current tax laws. Deferred tax liabilities related to undistributed earnings from investments in subsidiaries have not been recognized as the Company controls whether the liabilities will be incurred and the Company is satisfied that the liabilities will not be incurred in the foreseeable future. |
Related party transactions and
Related party transactions and balances | 12 Months Ended |
Dec. 31, 2022 | |
Related party transactions and balances | 23. Related party transactions and balances The Company’s key management personnel have authority and responsibility for overseeing, planning, directing and controlling the activities of the Company. Key management personnel include members of the Board of Directors, Chief Executive Officer, former Chief Operating Officer, Chief Financial Officer, Chief Corporate Officer, President, former President and Senior Vice President, Legal and General Counsel. Compensation of key management personnel may include short-term and long-term benefits. Short-term benefits include salaries and bonuses. Share-based compensation includes the fair value of stock options and restricted share units vested during the year. Compensation provided to key management during the year ended December 31, 2022 and December 31, 2021 is as follows: Schedule of Compensation December 31, 2022 December 31, 2021 Short-term benefits $ 3,133,569 $ 2,777,723 Share-based compensation 5,332,426 13,810,779 $ 8,465,995 $ 16,588,502 A summary of other related party transactions during the year ended December 31, 2022 and December 31, 2021 is as follows: Schedule of Related Party Transaction December 31, 2022 December 31, 2021 Total transactions during the year: Revenue $ - $ 839,933 Cost of Sales - 41,109 Expenses Consulting fees 475,916 938,940 Interest and accretion - 282,838 Loss on settlement of vendor-take-back loan - 316,241 Share of (income) loss from investment in associates and joint ventures (1,129,167 ) 266,641 A summary of related party balances as of December 31, 2022 and December 31, 2021 is as follows: Schedule Of Related Party Balances December 31, 2022 December 31, 2021 Balances receivable (payable): Trade and other receivables $ 67,180 $ 3,734,410 Loans receivable - 125,995 Investment in associates and joint ventures 12,236 885,269 Accounts payable and accrued liabilities (249,976 ) (382,794 ) Contract liabilities - (55,434 ) On August 27, 2019, the Company entered into a Management Services Agreement (the “Management SA”) with AIG eSports LP, a former related party by nature of it being under the control or direction of the former Chairman of the Company, as well as a Master Services Agreement (the “Master SA”) with Vancouver Arena Limited Partnership, a former related party by nature of it being under the control or direction of the former Chairman of Company (collectively, the “MSAs”). The former Chairman of the Company did not seek re-election at the Company’s July 19, 2022 annual general meeting and is no longer a related party as of July 19, 2022. Pursuant to the Management SA, the Company is to provide a series of esports management services for a base compensation of $100,000 per month, plus an annual amount of USD $250,000, as well as other additional amounts receivable upon certain milestones relating to the performance of the esports teams under management. Pursuant to the Master SA, the Company receives a range of marketing and consulting services at a cost of $100,000 per month, Nil 379,125 Nil 379,125 452,730 On April 6, 2020, the Company entered into an Exchange of Marketing Rights and Benefits Agreement with AIG eSports LP and Surge eSports LLC, former related parties by nature of them being under the control or direction of the former Chairman of the Company. Pursuant to the Exchange of Marketing Rights and Benefits Agreement the Company is to provide media advertising for AIG eSports LP and Surge eSports LLC sponsors and AIG eSports LP and Surge eSports LLC is to provide advertising for the Company. During the period from January 1, 2022 to July 19, 2022, the Company recognized media advertising revenue of $ Nil 16,578 55,434 As of December 31, 2021 a balance of $ 29,952 24,427 As of December 31, 2021, trade and other receivables include $ 3,225,177 On August 30, 2020, the Company completed the acquisition of Omnia from Blue Ant Media Solutions Inc. (“Blue Ant”), following the acquisition Blue Ant and its affiliated companies are related parties to the Company. As of July 19, 2021, Blue Ant held less than 10% of the issued outstanding common shares of the Company and is no longer a related party of the Company. During the period from January 1, 2021 to July 19, 2021, the Company earned media revenue of $394,373 and incurred cost of sales of $41,109 from Blue Ant and its affiliated companies. See Note 18 for information relating to the VTB loan payable to Blue Ant. During the year ended December 31, 2022, the Company recognized consulting expenses of $ 75,022 75,012 14,125 7,063 During the year ended December 31, 2022, the Company recognized consulting expense of $ Nil 74,253 Nil 55,654 During the year ended December 31, 2022 the Company recognized $ 400,894 410,550 235,851 265,698 During the year ended December 31, 2022, the Company earned media revenue of $ Nil 49,857 67,180 56,503 As of December 31, 2022, the Company has loans receivable due from the former President and Chief Corporate Officer of $ Nil 80,297 Nil 45,698 See Note 8 for information relating to an investment in associates controlled by a former related party. The investment in associates are no longer a related party as of July 19, 2022. During the period from January 1, 2021 to July 19, 2022, the Company’s share of net income from investment is associates is $ 1,175,841 200,550 See Note 8 for information relating to an investment in a joint venture under common management as the Company. See Note 20 for information relating to stock options issued to officers and directors of the Company. See Note 21 for information relating to restricted share units issued to officers and directors of the Company. |
Capital management
Capital management | 12 Months Ended |
Dec. 31, 2022 | |
Capital Management | |
Capital management | 24. Capital management The Company considers its capital structure to consist of shareholders’ equity, long-term debt and deferred payment liability. The Company manages its capital structure and makes adjustments to it, in order to have the funds available to support the acquisition and development of its business. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company is dependent on external financing to fund its activities. In order to carry out the planned operations and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the size of the Company, is reasonable. There were no changes in the Company’s approach to capital management during the year ended December 31, 2022. Neither the Company nor its subsidiaries are subject to externally imposed capital requirements aside from the covenants described in Note 14. The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern. The Company’s ability to raise future capital is subject to uncertainty and the inability to raise such capital may have an adverse impact over the Company’s ability to continue as a going concern. |
Financial instruments
Financial instruments | 12 Months Ended |
Dec. 31, 2022 | |
Financial instruments | 25. Financial instruments Fair values The fair values of cash, investments, trade and other receivables, loans receivable, accounts payable and accrued liabilities and contract liabilities approximate their carrying values due to the relatively short-term nature of these financial instruments. The fair value of long-term debt, lease liabilities, deferred payment liability and other long-term debt is based on observable market data and the calculation of discounted cash flows. Discount rates were determined based on current terms and conditions observed in the credit market. The Company follows a three-tier categorization for its financial instruments as a framework for disclosing fair value based upon inputs used to value the Company’s investments. The hierarchy is summarized as: ● Level 1 – quoted prices (unadjusted) in active markets for identical assets and liabilities ● Level 2 – inputs that are observable for the asset or liability, either directly (prices) or indirectly (derived from prices) from observable market data ● Level 3 – inputs for assets and liabilities not based upon observable market data As of December 31, 2022 the Vedatis Earn-Out Payment liability is classified as a Level 3 financial instrument, see Note 17 and, as at September 3, 2021, the investment in Addicting Games is classified as a Level 3 financial instrument, see Note 7 Total interest income and interest expense for the years ended December 31, 2022 and December 31, 2021 for financial assets or financial liabilities that are not at fair value through profit or loss is as follows: Schedule of income, expenses, gains and losses from financial instruments December 31, 2022 December 31, 2021 Interest income $ (36,252 ) $ (51,529 ) Interest and accretion expense 2,586,387 2,844,956 Net interest expense $ 2,550,135 $ 2,793,427 The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. These risks may include credit risk, liquidity risk, foreign currency risk and interest rate risk. Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its obligations. The Company’s maximum exposure to credit risk for its trade receivables is summarized as follows: Schedule of aging of trade receivables December 31, 2022 December 31, 2021 Trade receivables aging: 0-30 days $ 26,077,091 $ 26,263,555 31-60 days 1,455,672 685,112 61-90 days 1,803,214 868,473 Greater than 90 days 2,558,113 2,217,521 31,894,090 30,034,661 Expected credit loss provision (300,735 ) (58,472 ) Net trade receivables $ 31,593,355 $ 29,976,189 The movement in the expected credit loss provision can be reconciled as follows: December 31, 2022 December 31, 2021 Expected credit loss provision: Expected credit loss provision, beginning balance $ (58,472 ) $ (67,466 ) Increase in provision of expected credit losses (240,603 ) - Recoveries - 8,504 Effect of movement in exchange rates (1,660 ) 490 Expected credit loss provision, ending balance $ (300,735 ) $ (58,472 ) The following default rates, determined based on historical default rates based on the aging of trade receivables, are used to calculate the expected credit loss provision on trade receivables as of December 31, 2022: Total Not past due Over 30 days past due Over 60 days past due Over 90 days past due Default rates 0.49 % 1.07 % 1.94 % 4.74 % Trade receivables $ 31,894,090 $ 26,077,091 $ 1,455,672 $ 1,803,214 $ 2,558,113 Expected credit loss provision $ 300,735 $ 129,060 $ 15,504 $ 34,998 $ 121,173 All of the Company’s cash is held with major financial institutions and thus the exposure to credit risk is considered insignificant. Management actively monitors the Company’s exposure to credit risk under its financial instruments. Concentration risk The Company has one customer which makes up more than 10% of revenue. This customer accounts for approximately 30.24 46.58 55.83 69.36 Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support its normal operating requirements. The Company holds sufficient cash and working capital which is maintained through stringent cash flow management to ensure sufficient liquidity is maintained. The table below summarizes the Company’s contractual obligations into relevant maturity groups at the statement of financial position date based on the expected contractual maturity date. The amounts disclosed in the table are the contractual undiscounted payments. Schedule of contractual undiscounted payments Less than one year One to two years Two to three years More than three years Total Accounts payable and accrued liabilities $ 32,823,320 $ - $ - $ - $ 32,823,320 Contract liabilities 5,380,378 - - - 5,380,378 Income tax payable 129,485 - - - 129,485 Deferred payment liability 2,448,300 81,610 1,661,998 - 4,191,908 Lease liabilities 953,812 710,842 551,809 279,982 2,496,445 Long-term debt 17,411,765 - - - 17,411,765 Other long-term debt 10,891 11,881 11,881 378,251 412,904 $ 59,157,951 $ 804,333 $ 2,225,688 $ 658,233 $ 62,846,205 Foreign currency risk A large portion of the Company’s transactions occur in foreign currencies (including US dollars, UK pound sterling and Euro) and, therefore, the Company is exposed to foreign currency risk at the end of the reporting period through its US dollars, UK pound sterling and Euro denominated trade and other receivables, accounts payable and accrued liabilities, deferred payment liability and cash. As of December 31, 2022, a 10% depreciation or appreciation of the US dollar, UK pound sterling and Euro against the Canadian dollar would have resulted in an approximate $ 247,000 329,000 154,000 Interest rate risk The Company’s long-term debt bears interest at Banker’s Acceptance fee equal to CDOR rate plus 7.5 |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Commitments | 26. Commitments As of December 31, 2022, the Company has the following payment commitments with respect to consulting and other contractual obligations: Not later than one year $ 745,000 Later than one year and not later than five years 863,000 $ 1,608,000 Further, the Company is subject to capital commitments pursuant to its investments in AIG Canada and AIG USA, see Note 8, as well as Surge eSports LLC which is being established under a similar structure. If the Company fails to make any capital contributions, as required, it may be subject to certain actions including the loss of rights or a reduction in equity ownership in order to satisfy the capital contribution requirements. |
Segment disclosure
Segment disclosure | 12 Months Ended |
Dec. 31, 2022 | |
Segment disclosure | 27. Segment disclosure The Company operates in one industry segment of digital media and entertainment. The majority of the Company’s assets are located in Canada and the United States of America (“USA”). The Company sells into three major geographic centers: USA, Canada and other foreign countries. The Company has determined that it has a single reportable segment as the Company’s decision makers reviews information on a consolidated basis. Revenues by pillar for the years ended December 31, 2022 and 2021 is as follows: December 31, 2022 December 31, 2021 Media and content $ 180,765,848 $ 152,444,727 Esports and entertainment 7,534,936 5,483,444 Subscription 14,535,137 9,436,115 Total $ 202,835,921 $ 167,364,286 Revenues, in Canadian dollars, in each of these geographic location for the years ended December 31, 2022 and 2021 is as follows: December 31, 2022 December 31, 2021 Canada $ 4,314,454 $ 2,501,988 USA 174,674,636 147,761,804 England and Wales 9,810,393 6,001,954 All other countries 14,036,438 11,098,540 $ 202,835,921 $ 167,364,286 The non-current assets, in Canadian dollars, in each of the geographic locations as of December 31, 2022 and December 31, 2021 is as follows: December 31, 2022 December 31, 2021 Canada $ 153,899,948 $ 169,761,447 USA 130,543,027 153,549,460 France 3,364,854 3,453,744 England and Wales 5,786,062 1,752,444 $ 293,593,891 $ 328,517,095 |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent events | 28. Subsequent events (i) On January 1, 2023, Enthusiast Gaming (TSR) Inc. amalgamated with Enthusiast Gaming Media Holdings Inc. and Hexagon Games Corp. and Enthusiast Gaming Media Holdings Inc. amalgamated with Enthusiast Gaming Inc. (ii) On March 1, 2023, the Company appointed Nick Brien as Chief Executive Officer. In connection with Mr. Brien’s appointment, Adrian Montgomery concurrently resigned as Chief Executive Officer and was appointed as Chair of the Board of Directors. (iii) On March 1, 2023, the Company issued 6,062,976 5,305,104 757,872 5,305,104 0.91 March 1, 2033 4 25 The 757,872 0.91 (iv) On December 31, 2022, as per the terms of the Commitment Letter, the Company provided the Bank notice of the exercise of the Company's option to extend the maturity date of the Term Credit and Operating Credit for an additional 12-month period ending December 31, 2024, see Note 14. On March 21, 2023, the Company received notice of the Bank's approval of the Company's option to extend the maturity date. The change in the maturity date will be subsequently reflected in the Commitment Letter by means of an amendment. |
Significant accounting polici_2
Significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Foreign currency | (i) Foreign currency The consolidated financial statements are presented in Canadian dollars. The functional currency of Enthusiast Gaming Holdings Inc., Aquilini GameCo Inc., Luminosity Gaming Inc., Enthusiast Gaming Properties Inc., Enthusiast Gaming Gaming Live Inc., Enthusiast Gaming Media Holdings Inc., Hexagon Games Corp., Enthusiast Gaming (PG) Inc., AIG eSports Canada Holdings Ltd. and AFK Media Partnership is Canadian dollars. The functional currency of Enthusiast Gaming Inc., Omnia Media Inc., Enthusiast Gaming Media (US) Inc., Enthusiast Gaming (TSR) Inc., Luminosity Gaming (USA) LLC, GameCo eSports USA Inc., Tabwire LLC, GameKnot LLC, Addicting Games, Inc., TeachMe, Inc., Outplayed, Inc. and AIG eSports USA Intermediate Holdings, LLC is United States dollars. The functional currency of Steel Media Limited, Fantasy Football Scout Limited and Fantasy Media Ltd. is the UK pound sterling. The functional currency of Vedatis SAS is Euro. Assets and liabilities of subsidiaries having a functional currency other than the Canadian dollar are translated at the rate of exchange at the reporting period date. Revenues and expenses are translated at average rates for the period, unless exchange rates fluctuated significantly during the period, in which case the exchange rates at the dates of the transaction are used. The resulting foreign currency translation adjustments are recognized in accumulated other comprehensive loss included in the consolidated statements of shareholders’ equity. Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the date of the transactions. At the end of each reporting period, foreign currency denominated monetary assets and liabilities are translated to the functional currency using the prevailing rate of exchange at the reporting period date. Gains and losses on translation of monetary items are recognized in the consolidated statements of loss and comprehensive loss. Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income (“OCI”) in the translation reserve. |
Revenue | (ii) Revenue Media and content revenue The Company generates media and content revenues primarily by delivering performance and brand advertising. Performance advertising creates and delivers relevant advertisements that users will click, leading to direct engagement with advertisers. Brand advertising enhances users’ awareness of and affinity with advertisers’ products and services, through videos, text, images, and other advertisements that run across various devices. Revenue from digital advertising is recognized when the user clicks on the advertisement or when the user views the advertisement for a specified period of time or based on cost-per-impression, which is based on the number of times an advertisement is displayed. Brand advertising revenue is also earned from talent management and representation. Within brand advertising revenue, the Company generates revenue through programs and promotions directly with advertisers on behalf of the talent it represents, by arranging for product placement, presentation, or additional advertisement of brands embedded directly within or around the video and social media content that is produced by the represented talent. This brand advertising revenue is recognized over time, using an output method, upon fulfillment of contractual campaigns based on the number of advertising units utilized. Subscription revenue The Company generates recurring subscription revenue from subscriptions to websites and casual games. Revenue is recognized ratably over the contractual subscription term as control of the goods or services is transferred to the customer, beginning on the date that the subscription is made available to the customer. Entertainment revenue The Company generates revenue through ticket sales and sponsorships during its exhibition events. The exhibition events are short in duration ranging from three to four days. The Company records revenue from ticket sales and sponsorships once the event is held and the performance obligation is met. Esports revenue The Company earns brand advertising revenue by undertaking programs and promotions directly with advertisers by arranging for product placement, presentation, or additional advertisement of brands embedded directly within or around video content that is produced by Luminosity influencers and teams. This brand advertising revenue is recognized over time, using an output method, upon fulfillment of contractual campaigns. The Company earns prize revenue from its winnings from various esports tournaments and competitions that Luminosity teams enter into. Revenue is recognized once the competition ends. The Company earns league fees from Luminosity teams being participants in certain various esports leagues. These fees are recognized over the term of the participation in the league. The Company earns revenue on physical and digital merchandise that it sells through its website and video games. Revenue is recognized when the products are shipped or digital products have been redeemed. The Company earns revenue by providing a series of esports management services, see Note 23. Revenue is recognized as the services are provided. Gross versus net revenue Third party arrangements are evaluated to determine whether the Company acts as the principal or agent under the specific terms of each arrangement. To the extent that the Company acts as the principal in an arrangement, revenues are reported on a gross basis; revenue and expenses are recognized in their respective financial statement line items. Conversely, if the Company acts as the agent, revenues are reported on a net basis; revenues are presented net of any expenses. Determination of principal or agent classification is based on an evaluation of whether the nature of the Company’s promise is a performance obligation to provide specific goods or services to the customer (principal), or simply arrange for those goods and services to be provided to the customer by a third party (agent). The most significant factors to consider include whether the Company controls the good or service immediately before it is transferred to the customer, is primarily responsible for fulfilling the promise to provide the specified good or service, has inventory risk before transferring the specified good or service, and has discretion in establishing prices for the specified good or service. |
Contract liabilities | (iii) Contract liabilities Contract liabilities represents the portion of goods or services to be transferred to the customer for the contractual subscription term remaining as of the period-end date, the portion of goods to services to be transferred to the customer for performance and brand advertising invoicing in excess of delivery as of the period-end date and amounts received in advance of live entertainment events to be held as of the period-end date. |
Investment in associates and joint ventures | (iv) Investment in associates and joint ventures An associate is an entity over which the Company has significant influence and is neither a subsidiary nor a joint arrangement. The Company has significant influence when it has the power to participate in the financial and operating policy decisions of the associate but does not have control or joint control over those policies. A joint venture is a type of joint arrangement whereby the parties that have joint control of the contractual arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. The Company accounts for its investments in associates and joint ventures using the equity method. Under the equity method, the Company’s investments in associates and joint ventures are initially recognized at cost, including transaction costs, and subsequently increased or decreased to recognize the Company’s share of net earnings or losses of the associates and joint ventures after any adjustments necessary to give effect to uniform accounting policies and for impairment losses after the initial recognition date. The Company’s share of earnings or losses of the associates and joint ventures are recognized in net loss during the period. Unrealized gains and losses on transactions between the Company and its associates and joint ventures are eliminated to the extent of the Company’s interest in the associates and joint ventures. The Company assesses if there are any indicators of impairment of the carrying amount of the investments in associates and joint ventures at each reporting period. An impairment test is performed when there is objective evidence of impairment, such as significant adverse changes in the external environment in which the associates and joint ventures operates or a significant or prolonged decline in the fair value of the investment in associates and joint ventures below its carrying amount. An impairment loss is recorded when the recoverable amount becomes lower than the carrying amount. |
Share-based payments | (v) Share-based payments The Company has a stock option plan for directors, officers, employees and consultants. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. For employees and those performing employee like services, the fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. For non-employees, the fair value of each tranche is measured based on the fair value of the goods or services received, unless that fair value cannot be estimated reliably, in which case, the Company measures their value based on the fair value of the equity instruments granted. Compensation expense is recognized over the tranche’s vesting period based on the number of awards expected to vest with the offset credited to contributed surplus. The number of awards expected to vest is reviewed quarterly with any impact being recognized immediately. If and when stock options are exercised, consideration received is credited to share capital and the fair value attributed to these options is transferred from contributed surplus to share capital. |
Income taxes and deferred taxes | (vi) Income taxes and deferred taxes The income tax provision comprises current and deferred tax. Income tax is recognized in the consolidated statements of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted, or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Deferred tax is recognized in respect of temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the asset is realized or liability is settled. Deferred tax assets are recognized for deductible temporary differences, unused tax losses and other income tax deductions to the extent that it is probable the Company will have taxable income against which those deductible temporary differences, unused tax losses and other income tax deductions can be utilized. The extent to which deductible temporary differences, unused tax losses and other income tax deductions are expected to be realized is reassessed at the end of each reporting period. In a business combination, temporary differences arise as a result of differences in the fair values of identifiable assets and liabilities acquired and their respective tax basis. Deferred tax assets and liabilities are recognized for the tax effects of these differences. Deferred tax assets and liabilities are not recognized for temporary differences arising from goodwill or from the initial recognition of assets and liabilities acquired in a transaction other than a business combination which do not affect either accounting or taxable income or loss. |
Property and equipment | (vii) Property and equipment Property and equipment is stated at cost less accumulated depreciation and impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. The carrying amount of a replaced asset is derecognized when replaced. Repairs and maintenance costs are charged to the consolidated statements of loss and comprehensive loss during the period in which they are incurred. Depreciation is calculated at 20% of the declining balance for furniture and fixtures, 30% of the declining balance for computer equipment, 20% of the declining balance for production equipment and over the term of the lease for leasehold improvements. Residual values, method of depreciation and useful lives of the assets are reviewed annually and adjusted, if required. Gains and losses on disposals of property and equipment are determined by comparing the proceeds with the carrying amount of the asset and are included as part of other gains and losses in the consolidated statements of loss and comprehensive loss. |
Intangible assets | (viii) Intangible assets Intangible assets with finite lives that are acquired separately are measured on initial recognition at cost, which comprises its purchase price plus any directly attributable costs of preparing the asset for its intended use. Following initial recognition, such intangible assets are carried at cost less any accumulated amortization on a straight-line basis over the following periods: Schedule of Intangible Assets Game application and technology development 0.5 1.5 Website content 2 Sponsorship relationships 2 6 Application and technology development 0.25 2 Digital content 2 Talent contracts 3 Subscriber relationships 2 10 Multi-channel network license 10 Player contracts Over the term of the contract including renewal options Domain name Indefinite life Brand name Indefinite life Talent management brand Indefinite life Owned and operated content brand Indefinite life Amortization expense is included in the consolidated statements of loss and comprehensive loss. The estimated useful life and amortization method are reviewed annually, with the effect of any change in estimate being accounted for on a prospective basis. |
Goodwill | (ix) Goodwill Goodwill represents the excess of the acquisition cost in a business combination over the fair value of the Company’s share of the identifiable net assets acquired. Goodwill is carried at cost less accumulated impairment losses. |
Impairment testing of goodwill, other intangible assets and property and equipment | (x) Impairment testing of goodwill, other intangible assets and property and equipment For purposes of assessing impairment under IFRS, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating unit). The Company has seven cash-generating units (“CGUs”) and goodwill is tested for impairment on an annual basis at the end of the fourth quarter or at an interim date when events or changes in the business environment (triggering events) would more likely than not reduce the fair value of a CGU below its carrying amount. Intangible assets that have indefinite useful lives are also tested for impairment at each reporting period. The Company assesses if there are any indicators of impairment of the carrying amount of goodwill and indefinite-life intangible assets at each reporting period. All other long-lived assets and finite life intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s or CGU’s carrying amount exceeds its recoverable amount, which is the higher of fair value less costs to sell or value-in-use. Fair value less cost to sell is estimated as the arm’s length sale price between knowledgeable willing parties less costs of disposal. To determine the value-in-use, management estimates expected future cash flows from the CGU and determines a suitable pre-tax discount rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to the Company’s latest approved budget, adjusted as necessary to exclude the effects of future reorganizations and asset enhancements. Discount factors have been determined for each CGU and reflect its risk profile as assessed by management. Impairment losses for the CGU reduce first the carrying amount of any goodwill allocated to that CGU, with any remaining impairment loss charged pro rata to the other assets in the CGU. In allocating an impairment loss, the Company does not reduce the carrying amount of an asset below the highest of its fair value less costs to sell or its value-in-use and zero. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognized may no longer exist. An impairment charge is reversed if the assets’ recoverable amount exceeds its carrying amount only to the extent that the new carrying amount does not exceed the carrying value of the asset, had it not originally been impaired. |
Financial instruments | (xi) Financial instruments Financial assets Recognition and initial measurement The Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at fair value through profit or loss are expensed in profit or loss when incurred. Classification and subsequent measurement On initial recognition, financial assets are classified as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss. The Company determines the classification of its financial assets, together with any embedded derivatives, based on the business model for managing the financial assets and their contractual cash flow characteristics. Financial assets are classified as follows: ● Amortized cost - Assets that are held for collection of contractual cash flows where those cash flows are solely payments of principal and interest are measured at amortized cost. Interest revenue is calculated using the effective interest method and gains or losses arising from impairment, foreign exchange and derecognition are recognized in profit or loss. Financial assets measured at amortized cost are comprised of cash, trade and other receivables and loans receivable. ● Fair value through other comprehensive income - Assets that are held for collection of contractual cash flows and for selling the financial assets, and for which the contractual cash flows are solely payments of principal and interest, are measured at fair value through other comprehensive income. Interest income is calculated using the effective interest method and gains or losses arising from impairment and foreign exchange are recognized in profit or loss. All other changes in the carrying amount of the financial assets are recognized in other comprehensive income. Upon derecognition, the cumulative gain or loss previously recognized in other comprehensive income is reclassified to profit or loss. The Company does not hold any financial assets measured at fair value through other comprehensive income. ● Mandatorily at fair value through profit or loss - Assets that do not meet the criteria to be measured at amortized cost, or fair value through other comprehensive income, are measured at fair value through profit or loss. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss. The Company does not hold any financial assets mandatorily measured at fair value through profit or loss. ● Designated at fair value through profit or loss – On initial recognition, the Company may irrevocably designate a financial asset to be measured at fair value through profit or loss in order to eliminate or significantly reduce an accounting mismatch that would otherwise arise from measuring assets or liabilities, or recognizing the gains and losses on them, on different basis. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss Financial assets designated at fair value through profit or loss are comprised of investments. The Company measures all equity investments at fair value. Changes in fair value are recorded in profit or loss. Business model assessment The Company assesses the objective of its business model for holding a financial asset at a level of aggregation which best reflects the way the business is managed and information is provided to management. Information considered in this assessment includes stated policies and objectives. Contractual cash flow assessment The cash flows of financial assets are assessed as to whether they are solely payments of principal and interest on the basis of their contractual terms. For this purpose, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money, the credit risk associated with the principal amount outstanding, and other basic lending risks and costs. In performing this assessment, the Company considers factors that would alter the timing and amount of cash flows such as prepayment and extension features, terms that might limit the Company’s claim to cash flows, and any features that modify consideration for the time value of money. Impairment The Company recognizes a loss allowance for the expected credit losses associated with its financial assets, other than financial assets measured at fair value through profit or loss. Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions. The Company applies the simplified approach for trade receivables. Using the simplified approach, the Company records a loss allowance equal to the expected credit losses resulting from all possible default events over the assets’ contractual lifetime. The Company assesses whether a financial asset is credit-impaired at the reporting date. Regular indicators that a financial instrument is credit-impaired include significant financial difficulties as evidenced through borrowing patterns or observed balances in other accounts and breaches of borrowing contracts such as default events or breaches of borrowing covenants. For financial assets assessed as credit-impaired at the reporting date, the Company continues to recognize a loss allowance equal to lifetime expected credit losses. Financial assets (continued) For financial assets measured at amortized cost, loss allowances for expected credit losses are presented in the consolidated statements of financial position as a deduction from the gross carrying amount of the financial asset. Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof. Derecognition of financial assets The Company derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire. Financial liabilities Recognition and initial measurement The Company recognizes a financial liability when it becomes party to the contractual provisions of the instrument. At initial recognition, the Company measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, with the exception of financial liabilities subsequently measured at fair value through profit or loss for which transaction costs are immediately recorded in profit or loss. Where an instrument contains both a liability and equity component, these components are recognized separately based on the substance of the instrument, with the liability component measured initially at fair value and the equity component assigned the residual amount. Classification and subsequent measurement Subsequent to initial recognition, all financial liabilities are measured at amortized cost using the effective interest rate method. Interest, gains and losses relating to a financial liability are recognized in profit or loss. Derecognition of financial liabilities The Company derecognizes a financial liability only when its contractual obligations are discharged, cancelled or expire. |
Provisions | (xii) Provisions Provisions represent liabilities of the Company for which the amount or timing is uncertain. Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are not recognized for future operating losses. Where material, provisions are measured at the present value of the expected expenditures to settle the obligation using a discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense. |
Cash | (xiii) Cash Cash comprises of cash held with financial institutions and cash held in trust. |
Loss per share | (xiv) Loss per share Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted loss per share is computed similarly to basic loss per share except that the weighted average number of shares outstanding is increased to include additional shares for the assumed exercise of stock options and vesting of restricted share units, if dilutive. The average number of shares is calculated by assuming that the proceeds upon exercise of stock options were used to acquire common shares at the average market price during the reporting period. For the years ended December 31, 2022 and 2021, potentially dilutive common shares issuable upon the exercise of stock options and vested restrictive share units were not included in the computation of loss per share because their effect was anti-dilutive. |
Business combinations | (xv) Business combinations On the acquisition of a business, the acquisition method of accounting is used, whereby the purchase consideration is allocated to the identifiable assets and liabilities on the basis of fair value of the date of acquisition. Provisional fair values allocated at a reporting date are finalized as soon as the relevant information is available, within a period not to exceed twelve months from the acquisition date with retroactive restatement of the impact of adjustment to those provisional fair values effective as at the acquisition date. Incremental costs related to acquisitions are expensed as incurred. When the consideration transferred by the Company in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the measurement period (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IFRS 9, Financial Instrument Provisions, Contingent Liabilities and Contingent Assets |
Restricted Share Units | (xvi) Restricted Share Units The Company has a Share Unit Plan for directors, officers, employees and consultants. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. Fair value of equity-settled restricted share units is measured at the grant date based on the market value of the Company’s common shares on that date. Compensation expense is recognized over the tranche’s vesting period based on the number of awards expected to vest with the offset credited to contributed surplus. The number of awards expected to vest is reviewed quarterly with any impact being recognized immediately. When common shares are issued for restricted share units, the fair value attributed to these restricted share units is transferred from contributed surplus to share capital. |
Leases | (xvii) Leases The Company assesses, at the inception of contract, whether it contains a lease. A contract is classified as a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a right-of-use asset and lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any indirect costs incurred. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined using the same criteria as those for property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses and adjusted for certain remeasurements of the lease liability, if any. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be determined, the Company’s incremental borrowing rate. The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured when there is a change in future lease payment arising from a change in an index or rate, or changes in assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised. Short-term leases and leases of low-value assets The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less and leases of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term. |
Standards, amendments and interpretations issued but not yet effective | (xviii) Standards, amendments and interpretations issued but not yet effective The following amendments have been recently issued by the IASB. The Company intends to adopt these amendments when they become effective. Standards and amendments that are irrelevant or not expected to have a significant impact to the Company have been excluded. IAS 1 – (“IAS 1”) In February 2021, the IASB issued amendments to IAS 1 to assist entities in determining which accounting policies to disclose in the financial statements. The amendments to IAS 1 require that an entity disclose its material accounting policies, instead of its significant accounting policies. The amendments apply to annual reporting periods beginning on or after January 1, 2023. No impact is expected from the adoption this amendment on the Company’s consolidated financial statements. In January 2020, IAS 1 was amended to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or non-current is based solely on a company’s right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company’s own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. The amendments are effective for annual periods beginning on January 1, 2023 and are to be applied retrospectively. No impact is expected from the adoption this amendment on the Company’s consolidated financial statements. IAS 8 – (“IAS 8”) In February 2021, the IASB issued “Definition of Accounting Estimates”, which amends IAS 8. The amendment replaces the definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty.” The amendment provides clarification to help entities to distinguish between accounting policies and accounting estimates. The amendments are effective for annual periods beginning on or after January 1, 2023. No impact is expected from the adoption this amendment on the Company’s consolidated financial statements. IAS 12 – (“IAS 12”) In May 2021, the IASB issued “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”, which amends IAS 12. The amendment narrows the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offset temporary differences. As a result, companies will need to recognize a deferred tax asset and deferred tax liability for temporary differences arising on initial recognition of transactions such as leases and decommissioning obligations. The amendments are effective for annual periods beginning on or after January 1, 2023 and are to be applied retrospectively. No impact is expected from the adoption this amendment on the Company’s consolidated financial statements. |
Statement of compliance and b_2
Statement of compliance and basis of preparation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
These consolidated financial statements include the accounts of Enthusiast Gaming Holdings Inc. and its wholly-owned subsidiaries. The accounts of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. The table below lists the Company’s wholly-owned subsidiaries: | These consolidated financial statements include the accounts of Enthusiast Gaming Holdings Inc. and its wholly-owned subsidiaries. The accounts of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. The table below lists the Company’s wholly-owned subsidiaries: Name of Subsidiary Jurisdiction Functional Currency Accounting Method Aquilini GameCo Inc. GameCo eSports USA Inc. Luminosity Gaming Inc. Luminosity Gaming (USA) LLC Enthusiast Gaming Properties Inc. Enthusiast Gaming Inc Enthusiast Gaming Live Inc. Enthusiast Gaming Media (US) Inc. Tabwire LLC GameKnot LLC Addicting Games, Inc. TeachMe, Inc. Outplayed, Inc. Storied Talent, LLC Enthusiast Gaming Media Holdings Inc. Enthusiast Gaming (TSR) Inc. Hexagon Games Corp. Enthusiast Gaming (PG) Inc. Steel Media Limited Fantasy Media Ltd. Fantasy Football Scout Limited Omnia Media Inc. Vedatis SAS Canada USA Canada USA Canada Canada Canada USA USA USA USA USA USA USA Canada Canada Canada Canada England and Wales England and Wales England and Wales USA France Canadian dollars U.S. dollars Canadian dollars U.S. dollars Canadian dollars U.S. dollars Canadian dollars U.S. dollars U.S. dollars U.S. dollars U.S. dollars U.S. dollars U.S. dollars U.S. dollars Canadian dollars U.S. dollars Canadian dollars Canadian dollars UK Pound Sterling UK Pound Sterling UK Pound Sterling U.S. dollars Euro Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Consolidation Refer to Note 8 for the Company’s investment in associates and joint ventures. |
Significant accounting polici_3
Significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Intangible Assets | Schedule of Intangible Assets Game application and technology development 0.5 1.5 Website content 2 Sponsorship relationships 2 6 Application and technology development 0.25 2 Digital content 2 Talent contracts 3 Subscriber relationships 2 10 Multi-channel network license 10 Player contracts Over the term of the contract including renewal options Domain name Indefinite life Brand name Indefinite life Talent management brand Indefinite life Owned and operated content brand Indefinite life |
Mergers and acquisitions (Table
Mergers and acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
IfrsStatementLineItems [Line Items] | |
Schedule of acquisition of assets and liabilities and consideration paid | The following table summarizes the recognized amounts of assets acquired, liabilities assumed and consideration paid, at the date of acquisition: Schedule of acquisition of assets and liabilities and consideration paid Fair Value Fair Value of identifiable net assets Cash $ 1,917,249 Trade and other receivables 2,024,454 Prepaid expenses 31,339 Right-of-use assets 365,184 Intangible assets 32,494,000 Goodwill 37,844,194 Accounts payable and accrued liabilities (225,978 ) Contract liabilities (32,032) Current portion of lease liabilities (185,495) Long-term lease liabilities (204,294) Deferred tax liability (6,395,405 ) $ 67,633,216 Purchase price Consideration Cash (a) $ 10,429,399 Fair value of 5,200,000 common shares issued at $5.07 per share (b) 26,364,000 Deferred payment liability (c) 30,839,817 $ 67,633,216 a. Cash consists of the $9,510,000 (USD $7,500,000) amount due on closing plus the estimated working capital and other adjustments of $919,399. b. The fair value per share was measured to be $5.07 based on the closing price of the Company’s shares on the TSX on the date of acquisition. Pursuant to the round down clause in the Outplayed MA, the total common shares issued were 7 common shares less than 5,200,000 common shares to be issued per the Outplayed MA. As at December 31, 2021, 35,770 consideration common shares in the amount of $181,389 were to be issued which was included in accounts payable and accrued liabilities. These common shares were issued on February 14, 2022. c. The fair value of the deferred payment liability is the present value of the payment of $10,778,000 (USD $8,500,000) due on the first anniversary of closing, the present value of the payment of $10,778,000 (USD $8,500,000) due on the second anniversary of closing, the present value of the first earn-out payment of $7,608,000 (USD $6,000,000) and the present value of the second earn-out payment of $7,608,000 (USD $6,000,000), see Note 17. |
Ffsspa [member] | |
IfrsStatementLineItems [Line Items] | |
Schedule of acquisition of assets and liabilities and consideration paid | The following table summarizes the recognized amounts of assets acquired, liabilities assumed, and consideration paid, at the date of acquisition: Schedule of acquisition of assets and liabilities and consideration paid Fair Value Fair value of identifiable net assets Cash $ 1,748,602 Trade and other receivables 85,031 Intangible assets 2,573,000 Goodwill 2,053,293 Accounts payable and accrued liabilities (193,030 ) Contract liabilities (347,722 ) Income tax payable (62,517 ) Deferred tax liability (603,098 ) $ 5,253,559 Purchase Price Consideration: Cash (a) $ 2,937,520 Deferred payment liability (b) 2,316,039 $ 5,253,559 a. Cash consists of the $2,937,520 (GBP £1,825,000) amount due on closing. b. The fair value of the deferred payment liability consists of the present value of the payment of $1,609,600 (GBP £1,000,000) due on the first anniversary of closing, the present value of earn-out cash payment of $804,800 (GBP £500,000) due on the first anniversary of closing and the present value of the cash payment of $80,480 (GBP £50,000) due on the second anniversary of closing, see Note 17. |
Vedatis s p a [member] | |
IfrsStatementLineItems [Line Items] | |
Schedule of acquisition of assets and liabilities and consideration paid | The following table summarizes the recognized amounts of assets acquired, liabilities assumed and consideration paid, at the date of acquisition: Schedule of acquisition of assets and liabilities and consideration paid Fair Value Fair Value of identifiable net assets Cash $ 156,168 Trade and other receivables 72,915 Property and equipment 2,097 Intangible assets 3,511,000 Goodwill 9,372,025 Accounts payable and accrued liabilities (599,981 ) Contract liabilities (45,391 ) Income tax payable (233,829 ) Deferred tax liability (878,284 ) $ 11,356,720 Purchase price Consideration Cash (a) $ 7,006,067 Fair value of 226,563 common shares issued at $10.48 per share (b) 2,374,380 Deferred payment liability (c) 2,649,930 Settlement of pre-existing relationship (d) (673,657 ) $ 11,356,720 a. Cash consists of the $7,130,507 (Euro €4,750,000) amount due on closing less a working capital recovery of $124,440. b. The fair value per share was measured to be $10.48 based on the closing price of the Company’s shares on the TSX on the date of acquisition. (ii) Vedatis SPA (continued) c. The fair value of the deferred payment liability is the present value of the payment of $1,109,850 (Euro €750,000) due on the first anniversary of closing and the present value of estimated earn-out payable to the former shareholders of Vedatis of $1,920,745 (Euro €1,297,976), see Note 17. d. The settlement of a pre-existing relationship consists of accounts payable due by the Company to Vedatis with a fair value of $673,657 which was effectively settled on the date of acquisition. |
Tabwire e p a [member] | |
IfrsStatementLineItems [Line Items] | |
Schedule of acquisition of assets and liabilities and consideration paid | The following table summarizes the recognized amounts of assets acquired, liabilities assumed and consideration paid, at the date of acquisition: Schedule of acquisition of assets and liabilities and consideration paid Fair Value Fair Value of identifiable net assets Cash $ 6,506 Trade and other receivables 76,647 Intangible assets 3,304,000 Goodwill 9,013,287 Accounts payable and accrued liabilities (6,097 ) Contract liabilities (2,388 ) Deferred tax liability (941,970 ) $ 11,449,985 Purchase price Consideration Cash (a) $ 6,262,616 Fair value of 790,094 common shares issued at $6.63 per share (b) 5,238,323 Settlement of pre-existing relationship (c) (50,954 ) $ 11,449,985 a. Cash consists of the $6,143,500 (USD $5,000,000) amount due on closing and the accounts receivable adjustment payable of $119,116. b. The fair value per share was measured to be $6.63 based on the closing price of the Company’s shares on the TSX on the date of acquisition. c. The settlement of a pre-existing relationship consists of accounts payable due by the Company to Tabwire with a fair value of $50,954 which was effectively settled on the date of acquisition. |
Game knot e p a [member] | |
IfrsStatementLineItems [Line Items] | |
Schedule of acquisition of assets and liabilities and consideration paid | The following table summarizes the recognized amounts of assets acquired, liabilities assumed and consideration paid, at the date of acquisition: Schedule of acquisition of assets and liabilities and consideration paid Fair Value Fair Value of identifiable net assets Cash $ 9,513 Trade and other receivables 19,119 Investments 6,317 Intangible assets 601,000 Goodwill 3,111,023 Accounts payable and accrued liabilities (8,077 ) Contract liabilities (145,739 ) Deferred tax liability (168,160 ) $ 3,424,996 Purchase price Consideration Cash (a) $ 1,890,450 Fair value of 165,425 common shares issued at $5.57 per share (b) 921,417 Deferred payment liability (c) 613,129 $ 3,424,996 a. Cash consists of the $1,890,450 (USD $1,500,000) amount due on closing. b. The fair value per share was measured to be $5.57 based on the closing price of the Company’s shares on the TSX on the date of acquisition. c. The fair value of the deferred payment liability is the present value of the payment of $631,750 (USD $500,000) due on the six-month anniversary of closing, see Note 17. |
Addicting games s p a [member] | |
IfrsStatementLineItems [Line Items] | |
Schedule of acquisition of assets and liabilities and consideration paid | The following table summarizes the recognized amounts of assets acquired, liabilities assumed and consideration paid, at the date of acquisition: Schedule of acquisition of assets and liabilities and consideration paid Fair Value Fair Value of identifiable net assets Cash $ 316,920 Trade and other receivables 674,067 Prepaid expenses 41,935 Property and equipment 6,476 Right-of-use assets 410,208 Intangible assets 16,539,000 Goodwill 28,947,665 Accounts payable and accrued liabilities (411,057 ) Contract liabilities (755,019) Income tax payable (290,003) Current portion of lease liabilities (133,533) Long-term lease liabilities (284,773) Other long-term debt (144,948) Deferred tax liability (3,268,434 ) $ 41,648,504 Purchase price Consideration Cash (a) $ 12,477,901 Fair value of 2,661,164 common shares issued at $5.50 per share (b) 14,636,402 Deferred payment liability (c) 12,328,753 Settlement of pre-existing relationship (d) 2,205,448 $ 41,648,504 a. Cash consists of the $12,631,330 (USD $10,090,533) amount due on closing less the estimated working capital and other adjustment recoveries of $153,429. b. The fair value per share was measured to be $5.50 based on the closing price of the Company’s shares on the TSX on the date of acquisition. c. The fair value of the deferred payment liability is the present value of the payment of $8,762,600 (USD $7,000,000) due on the first anniversary of closing and the present value of the payment of $4,756,840 (USD $3,800,000) due on the second anniversary of closing, see Note 17. d. The settlement of a pre-existing relationship consists of the investment Enthusiast Properties held in Addicting Games with a fair value of $2,115,525 plus interest receivable of $89,923 which is effectively settled on the date of acquisition, see Note 7. |
Trade and other receivables (Ta
Trade and other receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
A summary of trade and other receivables is as follows: | A summary of trade and other receivables is as follows: December 31, 2022 December 31, 2021 Trade receivables (Note 23, 25) $ 31,894,090 $ 30,034,661 HST and VAT receivables 368,127 142,699 Other receivables (Note 10, 23) 5,906,625 3,683,102 Expected credit loss provision (Note 25) (300,735 ) (58,472 ) $ 37,868,107 $ 33,801,990 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
The valuation of the investment included the following inputs for a liquidity event: | The valuation of the investment included the following inputs for a liquidity event: September 3, 2021 Liquidity event probability 100.00 Exercise price for conversion USD $ 15 Time to maturity 0.01 years Initial stock price USD $ 15 Volatility 95.00 Risk free interest rate 0.05 Credit spread 262 bps Risk adjusted rate 2.66 Discount for lack of marketability (“DLOM”) 14.00 Synthetic credit rating B |
A summary of the Company’s investments at December 31, 2022 and December 31, 2021 is as follows: | A summary of the Company’s investments at December 31, 2022 and December 31, 2021 is as follows: December 31, 2022 December 31, 2021 Guaranteed investment certificates $ 125,000 $ 131,342 Total investments $ 125,000 $ 131,342 |
Investment in associates and _2
Investment in associates and joint ventures (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Changes in associates | Changes in associates AIG Canada AIG USA Total Balance, January 1, 2021 $ 665,991 $ 360,919 $ 1,026,910 Share of net loss from investment in associate (3,138 ) (197,412 ) (200,550 ) Balance, December 31, 2021 $ 662,853 $ 163,507 $ 826,360 Contributions 323,078 - 323,078 Share of net income from investment in associate 760,117 528,240 1,288,357 Balance, December 31, 2022 $ 1,746,048 $ 691,747 $ 2,437,795 |
Investments in associates and AFK | Investments in associates and AFK Amount Balance, January 1, 2021 $ - Contributions – cash 125,000 Share of net loss from investment in joint venture (66,091 ) Balance, December 31, 2021 $ 58,909 Share of net loss from investment in joint venture (46,673 ) Balance, December 31, 2022 $ 12,236 |
Investments in associates and joint ventures | Investments in associates and joint ventures December 31, 2022 December 31, 2021 AIG Canada $ 1,746,048 $ 662,853 AIG USA 691,747 163,507 AFK 12,236 58,909 Total investment in associates and joint ventures $ 2,450,031 $ 885,269 |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of changes in property, plant and equipment | Schedule of changes in property, plant and equipment Furniture and Computer Leasehold Production Total Cost Balance, January 1, 2021 $ 183,094 $ 183,877 $ 87,207 $ 45,934 $ 500,112 Mergers and Acquisitions (Note 5) 3,717 4,856 - - 8,573 Additions - 3,398 - - 3,398 Effect of movement in exchange rates (566 ) (1,038 ) (288 ) (195 ) (2,087 ) Balance, December 31, 2021 $ 186,245 $ 191,093 $ 86,919 $ 45,739 $ 509,996 Additions 514 10,764 - - 11,278 Effect of movement in exchange rates 8,729 10,706 4,625 3,125 27,185 Balance, December 31, 2022 $ 195,488 $ 212,563 $ 91,544 $ 48,864 $ 548,459 Accumulated depreciation Balance, January 1, 2021 $ 34,085 $ 78,848 $ 24,558 $ 7,771 $ 145,262 Depreciation 33,712 52,812 17,053 12,808 116,385 Effect of movement in exchange rates 148 32 68 113 361 Balance, December 31, 2021 $ 67,945 $ 131,692 $ 41,679 $ 20,692 $ 262,008 Depreciation 30,645 28,412 17,558 12,419 89,034 Effect of movement in exchange rates 3,931 8,169 2,779 1,917 16,796 Balance, December 31, 2022 $ 102,521 $ 168,273 $ 62,016 $ 35,028 $ 367,838 Net book value Balance, December 31, 2021 $ 118,300 $ 59,401 $ 45,240 $ 25,047 $ 247,988 Balance, December 31, 2022 $ 92,967 $ 44,290 $ 29,528 $ 13,836 $ 180,621 |
Intangibles (Tables)
Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of changes in intangible assets | Schedule of changes in intangible assets Domain names Application & technology development & website content Brand name Subscriber & sponsorship relationships Player contracts Multi channel network license Talent management & owned & operated content brand Talent contracts & digital content Game application & technology development Total Balance, January 1, 2021 $ 40,930,000 $ 3,250,922 $ 8,602,563 $ 6,832,646 $ 311,200 $ 10,749,000 $ 9,363,000 $ 5,507,000 $ - $ 85,546,331 Mergers and Acquisitions (Note 5) 9,779,000 13,684,000 25,928,000 1,070,000 - - - - 5,988,000 56,449,000 Effect of movement in foreign exchange rates 125,054 20,256 43,569 11,759 - - - - 75,887 276,525 Balance, December 31, 2021 $ 50,834,054 $ 16,955,178 $ 34,574,132 $ 7,914,405 $ 311,200 $ 10,749,000 $ 9,363,000 $ 5,507,000 $ 6,063,887 $ 142,271,856 Mergers and Acquisitions (Note 5) - 837,000 845,000 891,000 - - - - - 2,573,000 Disposals (1,955,000 ) (340,000 ) - - (311,200 ) - - - - (2,606,200 ) Effect of movement in foreign exchange rates 676,519 865,525 1,558,148 70,014 - - - - 275,749 3,445,955 Balance, December 31, 2022 $ 49,555,573 $ 18,317,703 $ 36,977,280 $ 8,875,419 $ - $ 10,749,000 $ 9,363,000 $ 5,507,000 $ 6,339,636 $ 145,684,611 Accumulated amortization Balance, January 1, 2021 $ - $ 2,021,324 $ - $ 955,500 $ 311,200 $ 365,200 $ - $ 787,100 $ - $ 4,440,324 Amortization - 2,366,160 - 899,727 - 1,074,920 - 2,316,840 2,014,866 8,672,513 Effect of movement in foreign exchange rates - 7,282 - 1,008 - - - - 12,134 20,424 Balance, December 31, 2021 $ - $ 4,394,766 $ - $ 1,856,235 $ 311,200 $ 1,440,120 $ - $ 3,103,940 $ 2,027,000 $ 13,133,261 Amortization - 7,605,307 - 1,333,806 - 1,074,920 - 1,826,400 3,853,494 15,693,927 Disposals - (340,000 ) - - (311,200 ) - - - - (651,200 ) Effect of movement in foreign exchange rates - 311,890 - 24,828 - - - - 204,467 541,185 Balance, December 31, 2022 $ - $ 11,971,963 $ - $ 3,214,869 $ - $ 2,515,040 $ - $ 4,930,340 $ 6,084,961 $ 28,717,173 Balance, December 31, 2021 $ 50,834,054 $ 12,560,412 $ 34,574,132 $ 6,058,170 $ - $ 9,308,880 $ 9,363,000 $ 2,403,060 $ 4,036,887 $ 129,138,595 Balance, December 31, 2022 $ 49,555,573 $ 6,345,740 $ 36,977,280 $ 5,660,550 $ - $ 8,233,960 $ 9,363,000 $ 576,660 $ 254,675 $ 116,967,438 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
A summary goodwill by CGU is as follows: | A summary goodwill by CGU is as follows: Enthusiast Properties TSR Luminosity Steel Media Omnia Addicting Games Outplayed Total Balance, January 1, 2021 $ 54,467,041 $ 20,898,598 $ 6,003,150 $ 1,890,627 $ 22,921,670 $ - $ - $ 106,181,086 Mergers and Acquisitions (Note 5) 21,496,335 - - - - 28,947,665 37,844,194 88,288,194 Effect of movement in foreign exchange rates 299,900 - - - - 334,749 (6,270 ) 628,379 Balance, December 31, 2021 $ 76,263,276 $ 20,898,598 $ 6,003,150 $ 1,890,627 $ 22,921,670 $ 29,282,414 $ 37,837,924 $ 195,097,659 Mergers and Acquisitions (Note 5) - - - 2,053,293 - - - 2,053,293 Goodwill impairment - - - - (14,082,162 ) (17,199,124 ) - (31,281,286 ) Effect of movement in foreign exchange rates 849,126 - - 45,344 - 2,015,165 2,836,690 5,746,325 Balance, December 31, 2022 $ 77,112,402 $ 20,898,598 $ 6,003,150 $ 3,989,264 $ 8,839,508 $ 14,098,455 $ 40,674,614 $ 171,615,991 |
At December 31, 2022, the following are key assumptions on which management based its determinations of the recoverable amount for goodwill based on each CGU’s value-in-use: | At December 31, 2022, the following are key assumptions on which management based its determinations of the recoverable amount for goodwill based on each CGU’s value-in-use: Enthusiast Properties TSR Luminosity Steel Media Omnia Addicting Games Outplayed Average revenue growth rates 28.6% 6.4% 54.7% 18.0% 12.7% 22.5% 32.5% Terminal revenue growth rates 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% Pre-tax discount rate 23.1% 25.0% 23.8% 23.8% 27.3% 25.9% 22.3% |
At December 31, 2021, the following are key assumptions on which management based its determinations of the recoverable amount for goodwill based on each CGU’s value-in-use: | At December 31, 2021, the following are key assumptions on which management based its determinations of the recoverable amount for goodwill based on each CGU’s value-in-use: Enthusiast Properties TSR Luminosity Steel Media Omnia Addicting Games Outplayed Average revenue growth rates 32.9% 7.7% 62.3% 21.5% 14.7% 90.9% 146.4% Terminal revenue growth rates 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% Pre-tax discount rate 17.6% 25.2% 17.4% 20.4% 25.9% 20.3% 23.3% |
Right-of-use assets and lease_2
Right-of-use assets and lease liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
A summary of right-of-use assets is as follows: | A summary of right-of-use assets is as follows: Amount Balance, January 1, 2021 $ 2,848,400 Office lease additions - cost, mergers and acquisitions (Note 5) 775,392 Depreciation (729,573 ) Effect of movement in exchange rates (8,557 ) Balance, December 31, 2021 $ 2,885,662 Depreciation (924,883 ) Effect of movement in exchange rates 139,217 Balance, December 31, 2022 $ 2,099,996 |
A summary of lease liabilities is as follows: | A summary of lease liabilities is as follows: Amount Balance, January 1, 2021 $ 2,886,666 Office lease additions - finance cost, mergers and acquisitions (Note 5) 808,095 Payments (802,013 ) Accretion 119,470 Effect of movement in exchange rates (1,871 ) Balance, December 31, 2021 $ 3,010,347 Payments (948,040 ) Accretion 105,496 Effect of movement in exchange rates 183,064 Balance, December 31, 2022 2,350,867 Current portion of lease liabilities 872,429 Long-term portion of lease liabilities $ 1,478,438 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
A summary of accounts payable and accrued liabilities is as follows: | A summary of accounts payable and accrued liabilities is as follows: December 31, 2022 December 31, 2021 Accounts payable $ 23,404,129 $ 25,247,351 Accrued liabilities 9,419,191 9,143,870 Net $ 32,823,320 $ 34,391,221 |
Long-term debt (Tables)
Long-term debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Long-term Debt | |
Schedule of Long term debt facility balance | Schedule of Long term debt facility balance Amount Balance, January 1, 2021 $ 22,901,956 Advances 944,787 Repayments (13,773,470 ) Principal repayments (10,000,000 ) Gain on repayment of long-term debt (39,502 ) Gain on settlement of long-term debt (11,991 ) Accretion (21,780 ) Balance, December 31, 2021 and 2022 - Current portion of long-term debt - Long-term debt $ - |
Schedule of term credit balance | The following tables shows the movement of the Term Credit balance during the year: Schedule of term credit balance Amount Balance, January 1, 2021 $ - Advances 10,000,000 Transaction costs (325,183 ) Accretion 7,050 Balance, December 31, 2021 $ 9,681,867 Advances 10,000,000 Repayments (2,588,238 ) Accretion 97,586 Transaction costs (241,872 ) Loss on derecognition of long-term debt 482,282 Balance, December 31, 2022 17,431,625 Current portion of long-term debt 17,431,625 Long-term debt $ - |
Other long-term debt (Tables)
Other long-term debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Long-term Debt | |
The following table shows the movement of the SBA Loan during the year: | The following table shows the movement of the SBA Loan during the year: Amount Balance, January 1, 2021 $ - Initial fair value of other long-term debt (Note 5) 144,948 Accretion 3,424 Payments (5,561 ) Effect of movement in exchange rates 4,634 Balance, December 31, 2021 $ 147,445 Accretion 11,089 Payments (12,871 ) Effect of movement in exchange rates 10,072 Balance, December 31, 2022 155,735 Current portion of other long-term debt 10,891 Other long-term debt $ 144,844 |
Convertible debentures (Tables)
Convertible debentures (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Debentures | |
The following tables shows the movement of the convertible debenture balance during the year: | The following tables shows the movement of the convertible debenture balance during the year: Amount Balance, January 1, 2021 $ 7,546,453 Conversion to equity (7,626,957 ) Accretion 80,504 Balance, December 31, 2021 and 2022 $ - |
Deferred payment liability (Tab
Deferred payment liability (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
IfrsStatementLineItems [Line Items] | |
The following table shows the aggregate movement of the deferred payment liability during the year ended December 31, 2022 and year ended December 31, 2021: | The following table shows the aggregate movement of the deferred payment liability during the year ended December 31, 2022 and year ended December 31, 2021: December 31, 2022 December 31, 2021 Beginning balance $ 48,038,421 $ 1,165,724 Initial fair value of deferred payment liability 2,316,039 46,431,629 Accretion 2,120,612 823,267 Payment – cash (472,833 ) - Payment – shares (50,373,851 ) (632,800 ) Loss on settlement of deferred payment liability 3,148,426 - (Gain) loss on revaluation of deferred payment liability (621,780 ) 181,707 Effect of movement in exchange rates (311,232 ) 68,894 Ending balance 3,843,802 48,038,421 Current portion of deferred payment liability 2,391,863 27,244,146 Long-term portion of deferred payment liability $ 1,451,939 $ 20,794,275 |
Steel media [member] | |
IfrsStatementLineItems [Line Items] | |
The following table shows the aggregate movement of the deferred payment liability during the year ended December 31, 2022 and year ended December 31, 2021: | The following table shows the movement of the Steel Media deferred payment liability during the year: Steel Media Deferred Payment Steel Media Earn-Out Payment Total Balance, January 1, 2021 $ 636,600 $ 529,124 $ 1,165,724 Accretion - 77,415 77,415 Payment – shares (632,800 ) - (632,800 ) Effect of movement in exchange rates (3,800 ) (6,031 ) (9,831 ) Balance, December 31, 2021 $ - $ 600,508 $ 600,508 Accretion - 20,698 20,698 Payment – cash - (472,833 ) (472,833 ) Gain on revaluation of deferred payment liability - (149,399 ) (149,399 ) Effect of movement in exchange rates - 1,026 1,026 Balance, December 31, 2022 - - - Current portion of deferred payment liability - - - Long-term portion of deferred payment liability $ - $ - $ - |
Vedatis [member] | |
IfrsStatementLineItems [Line Items] | |
The following table shows the aggregate movement of the deferred payment liability during the year ended December 31, 2022 and year ended December 31, 2021: | The following table shows the movement of the Vedatis deferred payment liability during the year: Vedatis Deferred Payment Vedatis Earn-Out Payment Total Balance, January 1, 2021 $ - $ - $ - Initial fair value of deferred payment liability (Note 5) 1,047,028 1,602,902 2,649,930 Accretion 41,705 39,830 81,535 Loss on revaluation of deferred payment liability - 181,707 181,707 Effect of movement in exchange rates (29,944 ) (50,103 ) (80,047 ) Balance, December 31, 2021 $ 1,058,789 $ 1,774,336 $ 2,833,125 Accretion 21,117 64,110 85,227 Payment – shares (1,013,400 ) - (1,013,400 ) Gain on revaluation of deferred payment liability - (472,381 ) (472,381 ) Effect of movement in exchange rates (66,506 ) 11,699 (54,807 ) Balance, December 31, 2022 - 1,377,764 1,377,764 Current portion of deferred payment liability - - - Long-term portion of deferred payment liability $ - $ 1,377,764 $ 1,377,764 |
The fair value of the Vedatis Earn-Out Payment at year end was calculated using the following inputs: | The fair value of the Vedatis Earn-Out Payment at year end was calculated using the following inputs: December 31, 2022 December 31, 2021 Payment date Time to maturity August 29, 2025 2.66 August 29, 2025 3.66 Required metric risk premium 21.75 21.75 EBITDA volatility 15.00 17.00 Senior credit rating B- B- Earn-out payment credit rating CCC+ CCC+ Drift rate 3.73 1.15 Discount rate (risk free rate) for equity-based payment 3.68 1.16 Discount rate (risk adjusted rate) for cash payment Discount rate for lack of marketability 11.01 Nil% 9.79 Nil% |
Game knot [member] | |
IfrsStatementLineItems [Line Items] | |
The following table shows the aggregate movement of the deferred payment liability during the year ended December 31, 2022 and year ended December 31, 2021: | The following table shows the movement of the GameKnot deferred payment liability during the year: GameKnot Deferred Payment Balance, January 1, 2021 $ - Initial fair value of deferred payment liability (Note 5) 613,129 Accretion 12,490 Effect of movement in exchange rates 2,162 Balance, December 31, 2021 $ 627,781 Accretion 6,111 Payment – shares (634,900 ) Effect of movement in exchange rates 1,008 Balance, December 31, 2022 - Current portion of deferred payment liability - Long-term portion of deferred payment liability $ - |
Addicting games [member] | |
IfrsStatementLineItems [Line Items] | |
The following table shows the aggregate movement of the deferred payment liability during the year ended December 31, 2022 and year ended December 31, 2021: | The following table shows the movement of the Addicting Games deferred payment liability during the year: Addicting Games Deferred Payment Balance, January 1, 2021 $ - Initial fair value of deferred payment liability (Note 5) 12,328,753 Accretion 280,700 Effect of movement in exchange rates 159,266 Balance, December 31, 2021 $ 12,768,719 Accretion 372,915 Payment - shares (13,305,588 ) Loss on settlement of deferred payment liability 248,358 Effect of movement in exchange rates (84,404 ) Balance, December 31, 2022 - Current portion of deferred payment liability - Long-term portion of deferred payment liability $ - |
Outplayed [member] | |
IfrsStatementLineItems [Line Items] | |
The following table shows the aggregate movement of the deferred payment liability during the year ended December 31, 2022 and year ended December 31, 2021: | The following table shows the movement of the Outplayed deferred payment liability during the year: Outplayed Deferred Payment Outplayed Earn-Out Payment Total Balance, January 1, 2021 $ - $ - $ - Initial fair value of deferred payment liability (Note 5) 19,317,976 11,521,841 30,839,817 Accretion 151,319 219,808 371,127 Effect of movement in exchange rates (2,147 ) (509 ) (2,656 ) Balance, December 31, 2021 $ 19,467,148 $ 11,741,140 $ 31,208,288 Accretion 610,138 912,424 1,522,562 Payment – shares (20,763,426 ) (14,656,537 ) (35,419,963 ) Loss on settlement of deferred payment liability 815,138 2,084,930 2,900,068 Effect of movement in exchange rates (128,998 ) (81,957 ) (210,955 ) Balance, December 31, 2022 - - - Current portion of deferred payment liability - - - Long-term portion of deferred payment liability $ - $ - $ - |
Ffs [member] | |
IfrsStatementLineItems [Line Items] | |
The following table shows the aggregate movement of the deferred payment liability during the year ended December 31, 2022 and year ended December 31, 2021: | The following table shows the movement of the FFS deferred payment liability during the year: FFS Deferred Payment FFS Earn-Out Payment Total Balance, December 31, 2021 $ - $ - $ - Initial fair value of deferred payment liability (Note 5) 1,567,249 748,790 2,316,039 Accretion 76,532 36,567 113,099 Effect of movement in exchange rates 24,969 11,931 36,900 Balance, December 31, 2022 1,668,750 797,288 2,466,038 Current portion of deferred payment liability 1,594,575 797,288 2,391,863 Long-term portion of deferred payment liability $ 74,175 $ - $ 74,175 |
Vendor-take-back loan (Tables)
Vendor-take-back loan (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Vendor-take-back Loan | |
The following tables shows the movement of the VTB during the year: | The following tables shows the movement of the VTB during the year: Amount Balance, January 1, 2021 $ 5,559,250 Interest 255,792 Accretion 27,046 Repayments (6,158,329 ) Loss on settlement of vendor-take-back loan 316,241 Balance, December 31, 2021 and 2022 $ - |
Stock options (Tables)
Stock options (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stock Options | |
The following table reflects the continuity of stock options as of December 31, 2022 and December 31, 2021: | The following table reflects the continuity of stock options as of December 31, 2022 and December 31, 2021: December 31, 2022 December 31, 2021 Number of options Weighted average exercise price Number of options Weighted average exercise price Beginning balance 3,923,491 $ 3.35 2,734,073 $ 1.61 Granted 1,772,909 2.56 1,598,905 6.17 Exercised (760,938 ) (0.44 ) (363,176 ) (2.16 ) Forfeited (993,480 ) (3.73 ) (46,311 ) (7.28 ) Ending balance 3,941,982 $ 3.46 3,923,491 $ 3.35 Exercisable 1,972,929 $ 3.10 2,668,573 $ 1.71 |
The Company has the following stock options outstanding as of December 31, 2022: | The Company has the following stock options outstanding as of December 31, 2022: Expiry date Number of stock options outstanding Exercise price Number of stock options exercisable Weighted average remaining life (years) November 14, 2023 13,187 2.37 13,187 0.87 March 29, 2024 200,450 2.37 200,450 1.24 August 27, 2024 868,750 2.40 868,750 1.66 December 9, 2025 643,983 3.20 486,136 2.94 January 1, 2026 593,087 8.75 201,906 3.01 February 16, 2027 122,608 1.13 - 4.13 April 20, 2027 1,220,583 2.75 - 4.30 November 27, 2027 89,334 1.13 12,500 4.88 December 12, 2028 190,000 1.00 190,000 5.95 3,941,982 3.46 1,972,929 3.22 |
Share units (Tables)
Share units (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share Units | |
The Company has the following restricted share units outstanding as of December 31, 2022 and December 31, 2021: | The Company has the following restricted share units outstanding as of December 31, 2022 and December 31, 2021: December 31, 2022 December 31, 2021 Beginning balance 2,455,697 - Granted 2,360,513 2,493,739 Released (42,838 ) - Forfeited (633,918 ) (38,042 ) Ending balance 4,139,454 2,455,697 Vested 1,752,170 711,452 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
The components of income tax expense (recovery) are as follows: | The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.60 26.60 December 31, 2022 December 31, 2021 Statutory income tax rate 26.60 % 26.60 % Net loss before income taxes $ (78,882,069 ) $ (52,986,087 ) Computed income tax recovery (20,982,630 ) (14,094,299 ) Increase (decrease) resulting from: Non-deductible expenses and other 10,649,360 5,314,788 Differences in foreign tax rates (721,376 ) (247,875 ) Utilization of previously unrecognized tax losses (1,051,211 ) 199,180 Origination and reversal of temporary differences 1,708,015 413,197 Current period loss for which no benefit is recognized 8,346,578 7,475,544 Income tax recovery $ (2,051,264 ) $ (939,465 ) The components of income tax expense (recovery) are as follows: December 31, 2022 December 31, 2021 Current tax expense $ 250,955 $ 194,222 Deferred tax recovery (2,302,219 ) (1,133,687 ) Income tax recovery $ (2,051,264 ) $ (939,465 ) |
The components of income tax expense (recovery) are as follows: | The components of income tax expense (recovery) are as follows: December 31, 2022 December 31, 2021 Current tax expense $ 250,955 $ 194,222 Deferred tax recovery (2,302,219 ) (1,133,687 ) Income tax recovery $ (2,051,264 ) $ (939,465 ) |
The table below summarizes the movement of net deferred tax assets and liabilities: | The table below summarizes the movement of net deferred tax assets and liabilities: January 1, 2022 Recognized in net loss Recognized in OCI Acquisitions December 31, 2022 Deferred tax asset Tax losses carried forward $ 3,940,741 $ (873,785 ) $ 47,286 $ - $ 3,114,242 Intangible assets and other 1,135,771 (1,062,707 ) 77,056 - 150,120 Total deferred assets 5,076,512 (1,936,492 ) 124,342 - 3,264,362 Deferred tax liability Intangible assets and other $ (30,802,501 ) $ 4,238,711 $ (753,904 ) $ (603,098 ) $ (27,920,792 ) Investments (14,896 ) - - - (14,896 ) Total deferred liability (30,817,397 ) 4,238,711 (753,904 ) (603,098 ) (27,935,688 ) Net deferred tax asset (liability) $ (25,740,885 ) $ 2,302,219 $ (629,562 ) $ (603,098 ) $ (24,671,326 ) January 1, 2021 Recognized in net loss Recognized in OCI Acquisitions December 31, 2021 Deferred tax asset Tax losses carried forward $ 5,385,629 $ (2,065,439 ) $ - $ 620,551 $ 3,940,741 Financing and share issuance cost 14,551 (14,551 ) - - - Intangible assets and other 702,666 (673,525 ) (60,616 ) 1,167,246 1,135,771 Total deferred assets 6,102,846 (2,753,515 ) (60,616 ) 1,787,797 5,076,512 Deferred tax liability Intangible assets and other $ (21,090,932 ) $ 3,728,197 $ - $ (13,439,766 ) $ (30,802,501 ) Investments (173,901 ) 159,005 - - (14,896 ) Total deferred liability (21,264,833 ) 3,887,202 - (13,439,766 ) (30,817,397 ) Net deferred tax asset (liability) $ (15,161,987 ) $ 1,133,687 $ (60,616 ) $ (11,651,969 ) $ (25,740,885 ) |
Deferred tax assets have not been recognized in respect of the following deductible temporary differences: | Deferred tax assets have not been recognized in respect of the following deductible temporary differences: December 31, 2022 December 31, 2021 Tax losses carried forward $ 114,854,099 $ 84,156,050 Intangible assets and goodwill 33,951,477 32,732,062 Investments 3,869,535 5,112,068 Financing and share issuance costs 6,735,102 9,694,771 Other temporary differences 818,939 390,249 Deferred tax asset not recognized $ 160,229,152 $ 132,085,200 The Company has Canadian net operating losses of $ 78,015,340 The Company has USA net operating losses of $ 36,838,759 If not utilized, $6,460,091 of these net operating losses will expire between 2033 and 2036 and $30,378,668 of these net operating losses will carryforward indefinitely. Other deductible temporary differences have an unlimited carryforward period pursuant to current tax laws. Deferred tax liabilities related to undistributed earnings from investments in subsidiaries have not been recognized as the Company controls whether the liabilities will be incurred and the Company is satisfied that the liabilities will not be incurred in the foreseeable future. |
Related party transactions an_2
Related party transactions and balances (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Compensation | Compensation provided to key management during the year ended December 31, 2022 and December 31, 2021 is as follows: Schedule of Compensation December 31, 2022 December 31, 2021 Short-term benefits $ 3,133,569 $ 2,777,723 Share-based compensation 5,332,426 13,810,779 $ 8,465,995 $ 16,588,502 |
Schedule of Related Party Transaction | A summary of other related party transactions during the year ended December 31, 2022 and December 31, 2021 is as follows: Schedule of Related Party Transaction December 31, 2022 December 31, 2021 Total transactions during the year: Revenue $ - $ 839,933 Cost of Sales - 41,109 Expenses Consulting fees 475,916 938,940 Interest and accretion - 282,838 Loss on settlement of vendor-take-back loan - 316,241 Share of (income) loss from investment in associates and joint ventures (1,129,167 ) 266,641 |
Schedule Of Related Party Balances | A summary of related party balances as of December 31, 2022 and December 31, 2021 is as follows: Schedule Of Related Party Balances December 31, 2022 December 31, 2021 Balances receivable (payable): Trade and other receivables $ 67,180 $ 3,734,410 Loans receivable - 125,995 Investment in associates and joint ventures 12,236 885,269 Accounts payable and accrued liabilities (249,976 ) (382,794 ) Contract liabilities - (55,434 ) |
Financial instruments (Tables)
Financial instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of income, expenses, gains and losses from financial instruments | Schedule of income, expenses, gains and losses from financial instruments December 31, 2022 December 31, 2021 Interest income $ (36,252 ) $ (51,529 ) Interest and accretion expense 2,586,387 2,844,956 Net interest expense $ 2,550,135 $ 2,793,427 |
Schedule of aging of trade receivables | Schedule of aging of trade receivables December 31, 2022 December 31, 2021 Trade receivables aging: 0-30 days $ 26,077,091 $ 26,263,555 31-60 days 1,455,672 685,112 61-90 days 1,803,214 868,473 Greater than 90 days 2,558,113 2,217,521 31,894,090 30,034,661 Expected credit loss provision (300,735 ) (58,472 ) Net trade receivables $ 31,593,355 $ 29,976,189 |
The movement in the expected credit loss provision can be reconciled as follows: | The movement in the expected credit loss provision can be reconciled as follows: December 31, 2022 December 31, 2021 Expected credit loss provision: Expected credit loss provision, beginning balance $ (58,472 ) $ (67,466 ) Increase in provision of expected credit losses (240,603 ) - Recoveries - 8,504 Effect of movement in exchange rates (1,660 ) 490 Expected credit loss provision, ending balance $ (300,735 ) $ (58,472 ) |
The following default rates, determined based on historical default rates based on the aging of trade receivables, are used to calculate the expected credit loss provision on trade receivables as of December 31, 2022: | The following default rates, determined based on historical default rates based on the aging of trade receivables, are used to calculate the expected credit loss provision on trade receivables as of December 31, 2022: Total Not past due Over 30 days past due Over 60 days past due Over 90 days past due Default rates 0.49 % 1.07 % 1.94 % 4.74 % Trade receivables $ 31,894,090 $ 26,077,091 $ 1,455,672 $ 1,803,214 $ 2,558,113 Expected credit loss provision $ 300,735 $ 129,060 $ 15,504 $ 34,998 $ 121,173 |
Schedule of contractual undiscounted payments | Schedule of contractual undiscounted payments Less than one year One to two years Two to three years More than three years Total Accounts payable and accrued liabilities $ 32,823,320 $ - $ - $ - $ 32,823,320 Contract liabilities 5,380,378 - - - 5,380,378 Income tax payable 129,485 - - - 129,485 Deferred payment liability 2,448,300 81,610 1,661,998 - 4,191,908 Lease liabilities 953,812 710,842 551,809 279,982 2,496,445 Long-term debt 17,411,765 - - - 17,411,765 Other long-term debt 10,891 11,881 11,881 378,251 412,904 $ 59,157,951 $ 804,333 $ 2,225,688 $ 658,233 $ 62,846,205 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
As of December 31, 2022, the Company has the following payment commitments with respect to consulting and other contractual obligations: | As of December 31, 2022, the Company has the following payment commitments with respect to consulting and other contractual obligations: Not later than one year $ 745,000 Later than one year and not later than five years 863,000 $ 1,608,000 Further, the Company is subject to capital commitments pursuant to its investments in AIG Canada and AIG USA, see Note 8, as well as Surge eSports LLC which is being established under a similar structure. If the Company fails to make any capital contributions, as required, it may be subject to certain actions including the loss of rights or a reduction in equity ownership in order to satisfy the capital contribution requirements. |
Segment disclosure (Tables)
Segment disclosure (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenues by pillar for the years ended December 31, 2022 and 2021 is as follows: | Revenues by pillar for the years ended December 31, 2022 and 2021 is as follows: December 31, 2022 December 31, 2021 Media and content $ 180,765,848 $ 152,444,727 Esports and entertainment 7,534,936 5,483,444 Subscription 14,535,137 9,436,115 Total $ 202,835,921 $ 167,364,286 |
Revenues, in Canadian dollars, in each of these geographic location for the years ended December 31, 2022 and 2021 is as follows: | Revenues, in Canadian dollars, in each of these geographic location for the years ended December 31, 2022 and 2021 is as follows: December 31, 2022 December 31, 2021 Canada $ 4,314,454 $ 2,501,988 USA 174,674,636 147,761,804 England and Wales 9,810,393 6,001,954 All other countries 14,036,438 11,098,540 $ 202,835,921 $ 167,364,286 |
The non-current assets, in Canadian dollars, in each of the geographic locations as of December 31, 2022 and December 31, 2021 is as follows: | The non-current assets, in Canadian dollars, in each of the geographic locations as of December 31, 2022 and December 31, 2021 is as follows: December 31, 2022 December 31, 2021 Canada $ 153,899,948 $ 169,761,447 USA 130,543,027 153,549,460 France 3,364,854 3,453,744 England and Wales 5,786,062 1,752,444 $ 293,593,891 $ 328,517,095 |
These consolidated financial st
These consolidated financial statements include the accounts of Enthusiast Gaming Holdings Inc. and its wholly-owned subsidiaries. The accounts of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting poli (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Aquilini game co inc [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | Aquilini GameCo Inc. |
Jurisdiction | Canada |
Functional currency | Canadian dollars |
Accounting method | Consolidation |
Game co e sports u s a inc [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | GameCo eSports USA Inc. |
Jurisdiction | USA |
Functional currency | U.S. dollars |
Accounting method | Consolidation |
Luminosity gaming inc [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | Luminosity Gaming Inc. |
Jurisdiction | Canada |
Functional currency | Canadian dollars |
Accounting method | Consolidation |
Luminosity gaming u s a llc [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | Luminosity Gaming (USA) LLC |
Jurisdiction | USA |
Functional currency | U.S. dollars |
Accounting method | Consolidation |
Enthusiast gaming properties inc [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | Enthusiast Gaming Properties Inc. |
Jurisdiction | Canada |
Functional currency | Canadian dollars |
Enthusiast gaming inc [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | Enthusiast Gaming Inc |
Jurisdiction | Canada |
Functional currency | U.S. dollars |
Accounting method | Consolidation |
Enthusiast gaming live inc [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | Enthusiast Gaming Live Inc. |
Jurisdiction | Canada |
Functional currency | Canadian dollars |
Accounting method | Consolidation |
Enthusiast gaming media inc [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | Enthusiast Gaming Media (US) Inc. |
Jurisdiction | USA |
Functional currency | U.S. dollars |
Accounting method | Consolidation |
Tabwire llc [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | Tabwire LLC |
Jurisdiction | USA |
Functional currency | U.S. dollars |
Accounting method | Consolidation |
Game knot llc [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | GameKnot LLC |
Jurisdiction | USA |
Functional currency | U.S. dollars |
Accounting method | Consolidation |
Addicting games inc [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | Addicting Games, Inc. |
Jurisdiction | USA |
Functional currency | U.S. dollars |
Accounting method | Consolidation |
Teach me inc [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | TeachMe, Inc. |
Jurisdiction | USA |
Functional currency | U.S. dollars |
Accounting method | Consolidation |
Outplayed inc [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | Outplayed, Inc. |
Jurisdiction | USA |
Functional currency | U.S. dollars |
Accounting method | Consolidation |
Storied talent llc [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | Storied Talent, LLC |
Jurisdiction | USA |
Functional currency | U.S. dollars |
Enthusiast gaming media holdings inc [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | Enthusiast Gaming Media Holdings Inc. |
Jurisdiction | Canada |
Functional currency | Canadian dollars |
Accounting method | Consolidation |
Enthusiast gaming tsr inc [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | Enthusiast Gaming (TSR) Inc. |
Jurisdiction | Canada |
Functional currency | U.S. dollars |
Accounting method | Consolidation |
Hexagon games corp [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | Hexagon Games Corp. |
Jurisdiction | Canada |
Functional currency | Canadian dollars |
Accounting method | Consolidation |
Enthusiast gaming pg inc [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | Enthusiast Gaming (PG) Inc. |
Jurisdiction | Canada |
Functional currency | Canadian dollars |
Accounting method | Consolidation |
Steel media limited [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | Steel Media Limited |
Jurisdiction | England and Wales |
Functional currency | UK Pound Sterling |
Accounting method | Consolidation |
Fantasy media ltd [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | Fantasy Media Ltd. |
Jurisdiction | England and Wales |
Functional currency | UK Pound Sterling |
Accounting method | Consolidation |
Fantasy football scout limited [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | Fantasy Football Scout Limited |
Jurisdiction | England and Wales |
Functional currency | UK Pound Sterling |
Accounting method | Consolidation |
Omnia media inc [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | Omnia Media Inc. |
Jurisdiction | USA |
Functional currency | U.S. dollars |
Accounting method | Consolidation |
Vedatis sas [member] | |
IfrsStatementLineItems [Line Items] | |
Name Of Subsidiary | Vedatis SAS |
Jurisdiction | France |
Functional currency | Euro |
Accounting method | Consolidation |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Game application and technology development [member] | Bottom of range [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life | 6 months |
Game application and technology development [member] | Top of range [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life | 1 year 6 months |
Website content [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life | 2 years |
Sponsorship relationships [member] | Bottom of range [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life | 2 years |
Sponsorshi relationships [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life | 6 years |
Application and technology development [member] | Bottom of range [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life | 3 months |
Application and technology development [member] | Top of range [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life | 2 years |
Digital content [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life | 2 years |
Talent content [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life | 3 years |
Subscriber relationships [member] | Bottom of range [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life | 2 years |
Subscriber relationships [member] | Top of range [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life | 10 years |
Multi channel network license [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life | 10 years |
Player content [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life | P2Y |
Domain [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life | Indefinite life |
Domain name [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life | Indefinite life |
Talent management brand [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life | Indefinite life |
Owned and operated content brand [member] | |
IfrsStatementLineItems [Line Items] | |
Useful life | Indefinite life |
Schedule of acquisition of asse
Schedule of acquisition of assets and liabilities and consideration paid (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
IfrsStatementLineItems [Line Items] | |||
Trade and other receivables | $ 67,180 | $ 3,734,410 | |
Intangible assets | 33,951,477 | 32,732,062 | |
Goodwill | 171,615,991 | 195,097,659 | |
Accounts Payable and accrued liabilities | (249,976) | (382,794) | |
Contract liabilities | 5,380,378 | 3,890,569 | |
Deferred tax liability | 24,671,326 | 25,740,885 | |
Cash and cash equivalents | 7,415,516 | 22,654,262 | $ 4,323,823 |
Accounts payable and accrued liabilities | 249,976 | 382,794 | |
Deferred tax liabilities | (1,451,939) | (20,794,275) | |
Prepaid expenses | 128,180 | (1,599,739) | |
Right-of-use assets | 2,099,996 | 2,885,662 | $ 2,848,400 |
Accounts payable and accrued liabilities | (5,380,378) | $ (3,890,569) | |
Game knot e p a [member] | |||
IfrsStatementLineItems [Line Items] | |||
Cash | 9,513 | ||
Trade and other receivables | 19,119 | ||
Intangible assets | 601,000 | ||
Goodwill | 3,111,023 | ||
Accounts Payable and accrued liabilities | 8,077 | ||
Contract liabilities | (145,739) | ||
Investments | 6,317 | ||
Accounts payable and accrued liabilities | (8,077) | ||
Deferred tax liabilities | (168,160) | ||
Accounts payable and accrued liabilities | 145,739 | ||
Ffsspa [member] | |||
IfrsStatementLineItems [Line Items] | |||
Cash | 1,748,602 | ||
Trade and other receivables | 85,031 | ||
Intangible assets | 2,573,000 | ||
Goodwill | 2,053,293 | ||
Accounts Payable and accrued liabilities | (193,030) | ||
Contract liabilities | (347,722) | ||
Income tax payable | (62,517) | ||
Deferred tax liability | (603,098) | ||
Total | 5,253,559 | ||
Cash and cash equivalents | 2,937,520 | ||
Deferred payment liability | 2,316,039 | ||
Total | 5,253,559 | ||
Accounts payable and accrued liabilities | 193,030 | ||
Total | 5,253,559 | ||
Total | 5,253,559 | ||
Accounts payable and accrued liabilities | 347,722 | ||
Contract liabilities | 62,517 | ||
Vedatis s p a [member] | |||
IfrsStatementLineItems [Line Items] | |||
Cash | 156,168 | ||
Trade and other receivables | 72,915 | ||
Intangible assets | 3,511,000 | ||
Goodwill | 9,372,025 | ||
Accounts Payable and accrued liabilities | (599,981) | ||
Contract liabilities | (45,391) | ||
Income tax payable | (233,829) | ||
Deferred tax liability | (878,284) | ||
Total | 11,356,720 | ||
Cash and cash equivalents | 7,006,067 | ||
Deferred payment liability | 2,649,930 | ||
Total | 11,356,720 | ||
Intangible assets | 2,097 | ||
Fair value of 5,200,000 common shares issued at $5.07 per share | 2,374,380 | ||
Settlement of pre-existing relationship | (673,657) | ||
Accounts payable and accrued liabilities | 599,981 | ||
Total | 11,356,720 | ||
Total | 11,356,720 | ||
Accounts payable and accrued liabilities | 45,391 | ||
Contract liabilities | 233,829 | ||
Tabwire e p a [member] | |||
IfrsStatementLineItems [Line Items] | |||
Cash | 6,506 | ||
Trade and other receivables | 76,647 | ||
Intangible assets | 3,304,000 | ||
Goodwill | 9,013,287 | ||
Accounts Payable and accrued liabilities | (6,097) | ||
Contract liabilities | (2,388) | ||
Deferred tax liability | (941,970) | ||
Total | 11,449,985 | ||
Cash and cash equivalents | 6,262,616 | ||
Total | 11,449,985 | ||
Fair value of 5,200,000 common shares issued at $5.07 per share | 5,238,323 | ||
Settlement of pre-existing relationship | (50,954) | ||
Accounts payable and accrued liabilities | 6,097 | ||
Total | 11,449,985 | ||
Total | 11,449,985 | ||
Accounts payable and accrued liabilities | 2,388 | ||
Game knot e p a [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 3,424,996 | ||
Cash and cash equivalents | 1,890,450 | ||
Deferred payment liability | 613,129 | ||
Total | 3,424,996 | ||
Fair value of 5,200,000 common shares issued at $5.07 per share | 921,417 | ||
Total | 3,424,996 | ||
Total | 3,424,996 | ||
Addicting games s p a [member] | |||
IfrsStatementLineItems [Line Items] | |||
Cash | 316,920 | ||
Trade and other receivables | 674,067 | ||
Intangible assets | 16,539,000 | ||
Goodwill | 28,947,665 | ||
Accounts Payable and accrued liabilities | 411,057 | ||
Contract liabilities | 755,019 | ||
Income tax payable | 290,003 | ||
Total | 41,648,504 | ||
Cash and cash equivalents | 12,477,901 | ||
Total | 41,648,504 | ||
Intangible assets | 6,476 | ||
Fair value of 5,200,000 common shares issued at $5.07 per share | 14,636,402 | ||
Settlement of pre-existing relationship | 2,205,448 | ||
Accounts payable and accrued liabilities | (411,057) | ||
Deferred tax liabilities | (3,268,434) | ||
Total | 41,648,504 | ||
Total | 41,648,504 | ||
Prepaid expenses | 41,935 | ||
Right-of-use assets | 410,208 | ||
Accounts payable and accrued liabilities | (755,019) | ||
Contract liabilities | (290,003) | ||
Contract liabilities | (133,533) | ||
Long-term lease contract liabilities | (284,773) | ||
Other long-term debt | (144,948) | ||
Deferred payment liability | 12,328,753 | ||
Outplayed m a [member] | |||
IfrsStatementLineItems [Line Items] | |||
Cash | 1,917,249 | ||
Trade and other receivables | 2,024,454 | ||
Intangible assets | 32,494,000 | ||
Goodwill | 37,844,194 | ||
Accounts Payable and accrued liabilities | 225,978 | ||
Contract liabilities | 32,032 | ||
Total | 67,633,216 | ||
Cash and cash equivalents | 10,429,399 | ||
Total | 67,633,216 | ||
Fair value of 5,200,000 common shares issued at $5.07 per share | 26,364,000 | ||
Accounts payable and accrued liabilities | (225,978) | ||
Deferred tax liabilities | (6,395,405) | ||
Total | 67,633,216 | ||
Total | 67,633,216 | ||
Prepaid expenses | 31,339 | ||
Right-of-use assets | 365,184 | ||
Accounts payable and accrued liabilities | (32,032) | ||
Contract liabilities | (185,495) | ||
Long-term lease contract liabilities | (204,294) | ||
Deferred payment liability | $ 30,839,817 |
Mergers and acquisitions (Detai
Mergers and acquisitions (Details Narrative) | 12 Months Ended | ||||||||
Apr. 28, 2022 | Nov. 22, 2021 | Sep. 03, 2021 | Aug. 30, 2021 | Jun. 21, 2021 | May 01, 2021 | Dec. 31, 2022 CAD ($) | Dec. 31, 2022 GBP (£) | Dec. 31, 2021 CAD ($) | |
IfrsStatementLineItems [Line Items] | |||||||||
Earn out cash payment | $ 804,800 | £ 500,000 | |||||||
Transaction costs relating to mergers and acquisitions | 114,853 | $ 1,490,463 | |||||||
Revenue | 202,835,921 | 167,364,286 | |||||||
Pro forma revenue | 177,223,858 | ||||||||
Net loss | 50,708,448 | ||||||||
Ffsspa [member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Description of acquisition | (i) a cash payment of $2,937,520 (GBP £1,825,000) on closing, which includes an agreed upon cash excess amount of $523,120 (GBP £325,000), which was paid in April 2022, (ii) a payment of $1,609,600 (GBP £1,000,000) on the first anniversary of closing which may be paid in cash or common shares at the option of the Company, (iii) an earn-out cash payment $804,800 (GBP £500,000) on the first anniversary of closing, based on the renewal of a Fantasy Premier League agreement, subject to adjustments, and (iv) a cash payment of $80,480 (GBP £50,000) on the second anniversary of closing, subject to adjustments. | ||||||||
Revenue | 1,188,062 | ||||||||
Net income | 364,430 | ||||||||
Pro forma revenue | 203,641,308 | ||||||||
Net loss | $ 76,404,672 | ||||||||
Vedatis s p a [member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Description of acquisition | i) a cash payment of Euro €3,500,000, subject to a Euro €100,000 target working capital adjustment, which was paid on April 28, 2021, (ii) the issuance of Euro €1,500,000 of common shares of the Company, for which 226,563 common shares were issued on May 4, 2021, (iii) a cash payment of Euro €1,250,000 on the first anniversary of closing which was paid to escrow on June 23, 2021, (iv) a payment of Euro €750,000 on the first anniversary of closing which may be paid in cash or common shares at the option of the Company, and (v) an earn-out payment based on the performance of Vedatis. | ||||||||
Revenue | 129,270 | ||||||||
Net loss | 1,293,335 | ||||||||
Tabwire e p a [member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Description of acquisition | i) a cash payment of USD $5,000,000, subject to an accounts receivable adjustment, which was paid on June 23, 2021, and (ii) the issuance of USD $6,000,000 of common shares of the Company, for which 790,094 common shares were issued on June 21, 2021. | ||||||||
Revenue | 176,534 | ||||||||
Net loss | 170,391 | ||||||||
Game knot e p a [member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Description of acquisition | i) a cash payment of USD $1,500,000 which was paid on August 30, 2021, (ii) the issuance of USD $750,000 of common shares of the Company, for which 165,425 common shares were issued on August 30, 2021 (iii) a payment of USD $500,000 on the six-month anniversary of closing which may be paid in cash or common shares at the option of the Company. | ||||||||
Revenue | 168,866 | ||||||||
Net income | 146,625 | ||||||||
Addicting games s p a [member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Description of acquisition | i) a cash payment of USD $10,000,000, subject to a working capital adjustment and other adjustments, of which USD $10,090,533 was paid in September (inclusive of estimated working capital and other adjustments), (ii) the issuance of USD $12,000,000 of common shares of the Company, for which 2,661,164 common shares were issued on September 3, 2021, (iii) a cash payment of USD $7,000,000 on the first anniversary of closing which may be paid in cash or common shares at the option of the Company, and (iv) a payment of USD $3,800,000 on the second anniversary of closing which may be paid in cash or common shares at the option of the Company. | ||||||||
Revenue | 2,765,343 | ||||||||
Net income | 681,426 | ||||||||
Outplayed m a [member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Description of acquisition | i) a cash payment of USD $7,500,000, subject to working capital and other adjustments, of which USD $7,216,958 was paid on November 23, 2021 (inclusive of estimated working capital and other adjustments), (ii) the issuance of 5,200,000 of common shares of the Company, for which 5,164,223 common shares were issued on December 31, 2021 and 35,770 common shares were issued on February 14, 2022, (iii) a payment of USD $8,500,000 on the first anniversary of closing which may be paid in cash or common shares at the option of the Company, (iv) a payment of USD $8,500,000 on the second anniversary of closing which may be paid in cash or common shares at the option of the Company, (v) a first anniversary earn-out payment of USD $6,000,000 based on the performance of Outplayed, and (vi) a second anniversary earn-out payment of USD $6,000,000 based on the performance of Outplayed. | ||||||||
Revenue | 1,411,255 | ||||||||
Net income | $ 960,160 |
A summary of trade and other re
A summary of trade and other receivables is as follows: (Details) | Dec. 31, 2022 CAD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CAD ($) |
Trade receivables (Note 23, 25) | $ 31,894,090 | $ 30,034,661 | |
HST and VAT receivables | 368,127 | 142,699 | |
Other receivables (Note 10, 23) | 5,906,625 | $ 1,000,000 | 3,683,102 |
Expected credit loss provision (Note 25) | $ (300,735) | $ (58,472) |
The valuation of the investment
The valuation of the investment included the following inputs for a liquidity event: (Details) - Liquidity risk [member] | Sep. 03, 2021 $ / shares |
IfrsStatementLineItems [Line Items] | |
Liquidity event probability | 100% |
Time to Maturity | 0.01 years |
Volatility | 95% |
Risk free interest rate | 0.05% |
Credit spread | 262 bps |
Risk adjusted rate | 2.66% |
Discount for lack of marketability | 14% |
Credit rating | B |
United States of America, Dollars | |
IfrsStatementLineItems [Line Items] | |
Exercise price for conversion | $ 15 |
Initial stock price | $ 15 |
A summary of the Company_s inve
A summary of the Company’s investments at December 31, 2022 and December 31, 2021 is as follows: (Details) - CAD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
IfrsStatementLineItems [Line Items] | ||
Investment | $ 3,869,535 | $ 5,112,068 |
Total investments | 125,000 | 131,342 |
Guaranteed investment certificates [member] | ||
IfrsStatementLineItems [Line Items] | ||
Investment | $ 125,000 | $ 131,342 |
Investments (Details Narrative)
Investments (Details Narrative) | 12 Months Ended | ||
Sep. 03, 2021 CAD ($) | Dec. 31, 2021 CAD ($) | Apr. 30, 2019 USD ($) | |
IfrsStatementLineItems [Line Items] | |||
Common stock outstanding | $ 30,000,000 | ||
Other debt instruments held | $ 1,967,790 | ||
Derivative value | 147,735 | ||
Fair value of the long-term investment | $ 2,115,525 | $ 444,764 | |
Increase (decrease) through foreign exchange and other movements, financial assets | $ 45,811 | ||
Addicting games inc [member] | |||
IfrsStatementLineItems [Line Items] | |||
Investment property completed | $ 1,500,000 |
Changes in associates (Details)
Changes in associates (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Initial balances | $ 826,360 | $ 1,026,910 |
Share of net income from investment in associate | 1,288,357 | (200,550) |
Contributions cash | 323,078 | |
At the end of the year | 2,437,795 | 826,360 |
C a [member] | ||
IfrsStatementLineItems [Line Items] | ||
Initial balances | 662,853 | 665,991 |
Share of net income from investment in associate | 760,117 | (3,138) |
Contributions cash | 323,078 | |
At the end of the year | 1,746,048 | 662,853 |
Us [member] | ||
IfrsStatementLineItems [Line Items] | ||
Initial balances | 163,507 | 360,919 |
Share of net income from investment in associate | 528,240 | (197,412) |
Contributions cash | ||
At the end of the year | $ 691,747 | $ 163,507 |
Investments in associates and A
Investments in associates and AFK (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
At the beginning of the year | $ 885,269 | |
Contributions - cash | 323,078 | |
Share of net loss from investment in joint venture | (1,288,357) | $ 200,550 |
At the end of the year | 2,450,031 | 885,269 |
Afk media partnership [member] | ||
IfrsStatementLineItems [Line Items] | ||
At the beginning of the year | 58,909 | |
Contributions - cash | 125,000 | |
Share of net loss from investment in joint venture | (46,673) | (66,091) |
At the end of the year | $ 12,236 | $ 58,909 |
Investments in associates and j
Investments in associates and joint ventures (Details) - CAD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
IfrsStatementLineItems [Line Items] | ||
Total investment in associates and joint ventures | $ 2,450,031 | $ 885,269 |
C a [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total investment in associates and joint ventures | 1,746,048 | 662,853 |
Us [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total investment in associates and joint ventures | 691,747 | 163,507 |
Afk [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total investment in associates and joint ventures | $ 12,236 | $ 58,909 |
Investment in associates and _3
Investment in associates and joint ventures (Details Narrative) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Oct. 01, 2022 | |
IfrsStatementLineItems [Line Items] | |||
Shareholding interest with non voting rights | 25% | ||
Contributions cash | $ 323,078 | ||
C a [member] | |||
IfrsStatementLineItems [Line Items] | |||
Capital reserve | $ 323,078 | ||
Contributions cash | 323,078 | ||
Afk [member] | |||
IfrsStatementLineItems [Line Items] | |||
Contributions cash | $ 125,000 |
Schedule of changes in property
Schedule of changes in property, plant and equipment (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | $ 548,459 | $ 509,996 | $ 500,112 |
Mergers and Acquisitions (Note 5) | 8,573 | ||
Additions | 11,278 | 3,398 | |
Effect of movement in exchange rates | 27,185 | (2,087) | |
Balance, December 31, 2022 | 367,838 | 262,008 | 145,262 |
Depreciation | 89,034 | 116,385 | |
Effect of movement in exchange rates | 16,796 | 361 | |
Balance, December 31, 2022 | 180,621 | 247,988 | |
Furniture fixtures [member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | 195,488 | 186,245 | 183,094 |
Mergers and Acquisitions (Note 5) | 3,717 | ||
Additions | 514 | ||
Effect of movement in exchange rates | 8,729 | (566) | |
Balance, December 31, 2022 | 102,521 | 67,945 | 34,085 |
Depreciation | 30,645 | 33,712 | |
Effect of movement in exchange rates | 3,931 | 148 | |
Balance, December 31, 2022 | 92,967 | 118,300 | |
Computer equipment [member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | 212,563 | 191,093 | 183,877 |
Mergers and Acquisitions (Note 5) | 4,856 | ||
Additions | 10,764 | 3,398 | |
Effect of movement in exchange rates | 10,706 | (1,038) | |
Balance, December 31, 2022 | 168,273 | 131,692 | 78,848 |
Depreciation | 28,412 | 52,812 | |
Effect of movement in exchange rates | 8,169 | 32 | |
Balance, December 31, 2022 | 44,290 | 59,401 | |
Leasehold improvements [member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | 91,544 | 86,919 | 87,207 |
Mergers and Acquisitions (Note 5) | |||
Additions | |||
Effect of movement in exchange rates | 4,625 | (288) | |
Balance, December 31, 2022 | 62,016 | 41,679 | 24,558 |
Depreciation | 17,558 | 17,053 | |
Effect of movement in exchange rates | 2,779 | 68 | |
Balance, December 31, 2022 | 29,528 | 45,240 | |
Production equipment [member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | 48,864 | 45,739 | 45,934 |
Mergers and Acquisitions (Note 5) | |||
Additions | |||
Effect of movement in exchange rates | 3,125 | (195) | |
Balance, December 31, 2022 | 35,028 | 20,692 | $ 7,771 |
Depreciation | 12,419 | 12,808 | |
Effect of movement in exchange rates | 1,917 | 113 | |
Balance, December 31, 2022 | $ 13,836 | $ 25,047 |
Schedule of changes in intangib
Schedule of changes in intangible assets (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | $ 145,684,611 | $ 142,271,856 | $ 85,546,331 |
Mergers and Acquisitions (Note 5) | 2,573,000 | 56,449,000 | |
Effect of movement in foreign exchange rates | 3,445,955 | 276,525 | |
Disposals | 4,836,075,000 | (2,606,200) | |
Balance, December 31, 2022 | 28,717,173 | 13,133,261 | 4,440,324 |
Amortization | 15,693,927 | 8,672,513 | |
Effect of movement in foreign exchange rates | 541,185 | 20,424 | |
Disposals | (651,200) | ||
Balance, December 31, 2022 | 116,967,438 | 129,138,595 | |
Domain name [member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | 49,555,573 | 50,834,054 | 40,930,000 |
Mergers and Acquisitions (Note 5) | 9,779,000 | ||
Effect of movement in foreign exchange rates | 676,519 | 125,054 | |
Disposals | (1,955,000) | ||
Balance, December 31, 2022 | |||
Amortization | |||
Effect of movement in foreign exchange rates | |||
Disposals | |||
Balance, December 31, 2022 | 49,555,573 | 50,834,054 | |
Application and technology development [member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | 18,317,703 | 16,955,178 | 3,250,922 |
Mergers and Acquisitions (Note 5) | 837,000 | 13,684,000 | |
Effect of movement in foreign exchange rates | 865,525 | 20,256 | |
Disposals | (340,000) | ||
Balance, December 31, 2022 | 11,971,963 | 4,394,766 | 2,021,324 |
Amortization | 7,605,307 | 2,366,160 | |
Effect of movement in foreign exchange rates | 311,890 | 7,282 | |
Disposals | (340,000) | ||
Balance, December 31, 2022 | 6,345,740 | 12,560,412 | |
Brand name [member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | 36,977,280 | 34,574,132 | 8,602,563 |
Mergers and Acquisitions (Note 5) | 845,000 | 25,928,000 | |
Effect of movement in foreign exchange rates | 1,558,148 | 43,569 | |
Disposals | |||
Balance, December 31, 2022 | |||
Amortization | |||
Effect of movement in foreign exchange rates | |||
Disposals | |||
Balance, December 31, 2022 | 36,977,280 | 34,574,132 | |
Subscriber and sponsorship relationships [member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | 8,875,419 | 7,914,405 | 6,832,646 |
Mergers and Acquisitions (Note 5) | 891,000 | 1,070,000 | |
Effect of movement in foreign exchange rates | 70,014 | 11,759 | |
Disposals | |||
Balance, December 31, 2022 | 3,214,869 | 1,856,235 | 955,500 |
Amortization | 1,333,806 | 899,727 | |
Effect of movement in foreign exchange rates | 24,828 | 1,008 | |
Disposals | |||
Balance, December 31, 2022 | 5,660,550 | 6,058,170 | |
Players contract [member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | 311,200 | 311,200 | |
Mergers and Acquisitions (Note 5) | |||
Effect of movement in foreign exchange rates | |||
Disposals | (311,200) | ||
Balance, December 31, 2022 | 311,200 | 311,200 | |
Amortization | |||
Effect of movement in foreign exchange rates | |||
Disposals | (311,200) | ||
Balance, December 31, 2022 | |||
Computer software [member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | 10,749,000 | 10,749,000 | 10,749,000 |
Mergers and Acquisitions (Note 5) | |||
Effect of movement in foreign exchange rates | |||
Disposals | |||
Balance, December 31, 2022 | 2,515,040 | 1,440,120 | 365,200 |
Amortization | 1,074,920 | 1,074,920 | |
Effect of movement in foreign exchange rates | |||
Disposals | |||
Balance, December 31, 2022 | 8,233,960 | 9,308,880 | |
Talent management owned and operated content brand [member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | 9,363,000 | 9,363,000 | 9,363,000 |
Mergers and Acquisitions (Note 5) | |||
Effect of movement in foreign exchange rates | |||
Disposals | |||
Balance, December 31, 2022 | |||
Amortization | |||
Effect of movement in foreign exchange rates | |||
Disposals | |||
Balance, December 31, 2022 | 9,363,000 | 9,363,000 | |
Talent contracts and digital content [member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | 5,507,000 | 5,507,000 | 5,507,000 |
Mergers and Acquisitions (Note 5) | |||
Effect of movement in foreign exchange rates | |||
Disposals | |||
Balance, December 31, 2022 | 4,930,340 | 3,103,940 | 787,100 |
Amortization | 1,826,400 | 2,316,840 | |
Effect of movement in foreign exchange rates | |||
Disposals | |||
Balance, December 31, 2022 | 576,660 | 2,403,060 | |
Game application and technology development [member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | 6,339,636 | 6,063,887 | |
Mergers and Acquisitions (Note 5) | 5,988,000 | ||
Effect of movement in foreign exchange rates | 275,749 | 75,887 | |
Disposals | |||
Balance, December 31, 2022 | 6,084,961 | 2,027,000 | |
Amortization | 3,853,494 | 2,014,866 | |
Effect of movement in foreign exchange rates | 204,467 | $ 12,134 | |
Disposals | |||
Balance, December 31, 2022 | $ 254,675 | $ 4,036,887 |
Intangibles (Details Narrative)
Intangibles (Details Narrative) | 12 Months Ended | |||
Dec. 31, 2022 CAD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CAD ($) | Dec. 31, 2022 USD ($) | |
IfrsStatementLineItems [Line Items] | ||||
Buyout agreement relating to a player | $ 6,831,659 | $ 5,000,000 | ||
Promissory note receivable | 1,354,400 | |||
Other receivables | 5,906,625 | $ 3,683,102 | $ 1,000,000 | |
Gain on disposal of intangible assets | 4,836,075,000 | (2,606,200) | ||
Transaction costs | 40,584,000 | |||
Domain name [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Sale of asset | 1,955,000 | |||
Gain on disposal of intangible assets | (1,955,000) | |||
Application and technology development [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Sale of asset | $ 340,000 | |||
Gain on disposal of intangible assets | $ (340,000) |
A summary goodwill by CGU is as
A summary goodwill by CGU is as follows: (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | $ 171,615,991 | $ 195,097,659 | $ 106,181,086 |
Mergers and Acquisitions (Note 5) | 2,053,293 | 88,288,194 | |
Effect of movement in foreign exchange rates | 5,746,325 | 628,379 | |
Enthusiast properties [member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | 77,112,402 | 76,263,276 | 54,467,041 |
Mergers and Acquisitions (Note 5) | 21,496,335 | ||
Effect of movement in foreign exchange rates | 849,126 | 299,900 | |
Tsr [member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | 20,898,598 | 20,898,598 | 20,898,598 |
Mergers and Acquisitions (Note 5) | |||
Effect of movement in foreign exchange rates | |||
Luminoity [member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | 6,003,150 | 6,003,150 | 6,003,150 |
Mergers and Acquisitions (Note 5) | |||
Effect of movement in foreign exchange rates | |||
Steel media [member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | 3,989,264 | 1,890,627 | 1,890,627 |
Mergers and Acquisitions (Note 5) | 2,053,293 | ||
Effect of movement in foreign exchange rates | 45,344 | ||
Omnia [member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | 8,839,508 | 22,921,670 | 22,921,670 |
Mergers and Acquisitions (Note 5) | |||
Effect of movement in foreign exchange rates | |||
Addicting games [member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | 14,098,455 | 29,282,414 | |
Mergers and Acquisitions (Note 5) | 28,947,665 | ||
Effect of movement in foreign exchange rates | 2,015,165 | 334,749 | |
Outplyed [member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance, December 31, 2022 | $ 40,674,614 | 37,837,924 | |
Mergers and Acquisitions (Note 5) | 37,844,194 | ||
Effect of movement in foreign exchange rates | $ 2,836,690 | $ (6,270) |
At December 31, 2022, the follo
At December 31, 2022, the following are key assumptions on which management based its determinations of the recoverable amount for goodwill based on each CGU’s value-in-use: (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Enthusiast properties [member] | ||
IfrsStatementLineItems [Line Items] | ||
Average revenue growth rates | 28.60% | 32.90% |
Terminal revenue growth rates | 3% | 3% |
Pre-tax discount rate | 23.10% | 17.60% |
Tsr [member] | ||
IfrsStatementLineItems [Line Items] | ||
Average revenue growth rates | 6.40% | 7.70% |
Terminal revenue growth rates | 3% | 3% |
Pre-tax discount rate | 25% | 25.20% |
Luminoity [member] | ||
IfrsStatementLineItems [Line Items] | ||
Average revenue growth rates | 54.70% | 62.30% |
Terminal revenue growth rates | 3% | 3% |
Pre-tax discount rate | 23.80% | 17.40% |
Steel media [member] | ||
IfrsStatementLineItems [Line Items] | ||
Average revenue growth rates | 18% | 21.50% |
Terminal revenue growth rates | 3% | 3% |
Pre-tax discount rate | 23.80% | 20.40% |
Omnia [member] | ||
IfrsStatementLineItems [Line Items] | ||
Average revenue growth rates | 12.70% | 14.70% |
Terminal revenue growth rates | 3% | 3% |
Pre-tax discount rate | 27.30% | 25.90% |
Addicting games [member] | ||
IfrsStatementLineItems [Line Items] | ||
Average revenue growth rates | 22.50% | 90.90% |
Terminal revenue growth rates | 3% | 3% |
Pre-tax discount rate | 25.90% | 20.30% |
Outplyed [member] | ||
IfrsStatementLineItems [Line Items] | ||
Average revenue growth rates | 32.50% | 146.40% |
Terminal revenue growth rates | 3% | 3% |
Pre-tax discount rate | 22.30% | 23.30% |
At December 31, 2021, the follo
At December 31, 2021, the following are key assumptions on which management based its determinations of the recoverable amount for goodwill based on each CGU’s value-in-use: (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Enthusiast properties [member] | ||
IfrsStatementLineItems [Line Items] | ||
Average revenue growth rates | 28.60% | 32.90% |
Terminal revenue growth rates | 3% | 3% |
Pre-tax discount rate | 23.10% | 17.60% |
Tsr [member] | ||
IfrsStatementLineItems [Line Items] | ||
Average revenue growth rates | 6.40% | 7.70% |
Terminal revenue growth rates | 3% | 3% |
Pre-tax discount rate | 25% | 25.20% |
Luminoity [member] | ||
IfrsStatementLineItems [Line Items] | ||
Average revenue growth rates | 54.70% | 62.30% |
Terminal revenue growth rates | 3% | 3% |
Pre-tax discount rate | 23.80% | 17.40% |
Steel media [member] | ||
IfrsStatementLineItems [Line Items] | ||
Average revenue growth rates | 18% | 21.50% |
Terminal revenue growth rates | 3% | 3% |
Pre-tax discount rate | 23.80% | 20.40% |
Omnia [member] | ||
IfrsStatementLineItems [Line Items] | ||
Average revenue growth rates | 12.70% | 14.70% |
Terminal revenue growth rates | 3% | 3% |
Pre-tax discount rate | 27.30% | 25.90% |
Addicting games [member] | ||
IfrsStatementLineItems [Line Items] | ||
Average revenue growth rates | 22.50% | 90.90% |
Terminal revenue growth rates | 3% | 3% |
Pre-tax discount rate | 25.90% | 20.30% |
Outplyed [member] | ||
IfrsStatementLineItems [Line Items] | ||
Average revenue growth rates | 32.50% | 146.40% |
Terminal revenue growth rates | 3% | 3% |
Pre-tax discount rate | 22.30% | 23.30% |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Description of goodwill | In April 2019, Enthusiast Properties acquired 100% of the assets of The Sims Resource (“TSR”) | |
Omnia [member] | ||
IfrsStatementLineItems [Line Items] | ||
Impairment loss | $ 14,082,162 | $ 0 |
Addicting games [member] | ||
IfrsStatementLineItems [Line Items] | ||
Impairment loss | $ 17,199,124 | $ 0 |
A summary of right-of-use asset
A summary of right-of-use assets is as follows: (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Right-of-use assets, beginning balance | $ 2,885,662 | $ 2,848,400 |
Office lease additions - cost, mergers and acquisitions | 775,392 | |
Depreciation | (924,883) | (729,573) |
Effect of movement in exchange rates | 139,217 | (8,557) |
Right-of-use assets, ending balance | $ 2,099,996 | $ 2,885,662 |
A summary of lease liabilities
A summary of lease liabilities is as follows: (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease liabilities | $ 3,010,347 | $ 2,886,666 |
Office lease additions - finance cost, mergers and acquisitions | 808,095 | |
Payments | (948,040) | (802,013) |
Accretion | 105,496 | 119,470 |
Office lease additions - finance cost, mergers and acquisitions | 183,064 | (1,871) |
Balance at ending, lease liability | 2,350,867 | 3,010,347 |
Current portion of contract lease liabilities | 872,429 | $ 796,835 |
Long-term portion of contract lease liabilities | $ 1,478,438 |
Right-of-use assets and lease_3
Right-of-use assets and lease liabilities (Details Narrative) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Incremental borrowing rates | 5% | 4.20% |
Variable lease payments which are not included in lease liabilities | $ 247,968 | $ 253,206 |
Total cash outflow for leases | $ 1,196,008 | $ 1,055,219 |
A summary of accounts payable a
A summary of accounts payable and accrued liabilities is as follows: (Details) - CAD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts payable | $ 23,404,129 | $ 25,247,351 |
Accrued liabilities | 9,419,191 | 9,143,870 |
Net | $ 32,823,320 | $ 34,391,221 |
Schedule of Long term debt faci
Schedule of Long term debt facility balance (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Gain on repayment of long-term debt | $ 39,502 | |
Gain on settlement of long-term debt | 11,991 | |
Long term debt facility [member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance | 22,901,956 | |
Advance | 944,787 | |
Repayments | (13,773,470) | |
Principal repayments | (10,000,000) | |
Gain on repayment of long-term debt | (39,502) | |
Gain on settlement of long-term debt | (11,991) | |
Accretion | $ (21,780) | |
Long-term debt | ||
Current portion of long-term debt |
Schedule of term credit balance
Schedule of term credit balance (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Transaction costs | $ 40,584,000 | |
Long term credit [member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance | 9,681,867 | |
Advances | 10,000,000 | |
Transaction costs | (241,872) | (325,183) |
Accretion | 97,586 | 7,050 |
Repayments | (2,588,238) | |
Loss on derecognition of long-term debt | 482,282 | |
Long-term debt | 17,431,625 | $ 9,681,867 |
Current portion of long-term debt | 17,431,625 | |
Long-term debt |
Long-term debt (Details Narrati
Long-term debt (Details Narrative) - CAD ($) | 11 Months Ended | 12 Months Ended | ||||||||||||
Feb. 12, 2022 | Dec. 17, 2021 | Feb. 12, 2021 | Feb. 03, 2021 | Jan. 18, 2021 | Nov. 27, 2020 | Aug. 30, 2020 | Dec. 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 02, 2019 | Dec. 17, 2017 | |
Reserve Quantities [Line Items] | ||||||||||||||
Success fee expense | 4.10% | |||||||||||||
Principal repayment amount | $ (39,502) | |||||||||||||
Transction cost | 17,500 | |||||||||||||
Debt instruments issued | 814,899 | $ 325,421 | ||||||||||||
Transction rate | 7.29% | |||||||||||||
Total advace | 226,000 | |||||||||||||
Total principal balance | $ 13,773,470 | 22,828,682 | ||||||||||||
Interest rate | 7.28% | |||||||||||||
Principal balance outstanding | $ 9,250,000 | |||||||||||||
Repayment of extinguishment | $ 166,438 | |||||||||||||
Interest expense | 0 | $ 847,322 | ||||||||||||
Success fee expense | 0 | 450,475 | ||||||||||||
Accretion income | 0 | 21,780 | ||||||||||||
Equity value | 20,000,000 | |||||||||||||
Minimum cash balance amount | 2,000,000 | |||||||||||||
Derecognition of long term debt | $ 482,282 | |||||||||||||
Interest rate | 11.08% | |||||||||||||
Interest expense | $ 1,199,267 | 30,467 | ||||||||||||
Accreation expense | 97,586 | 7,050 | ||||||||||||
Facility [member] | ||||||||||||||
Reserve Quantities [Line Items] | ||||||||||||||
Loan Amount | $ 20,000,000 | |||||||||||||
Term credit advances | $ 20,000,000 | 3,000,000 | ||||||||||||
Advance amount | $ 20,000,000 | |||||||||||||
Loan Term | Aug. 02, 2021 | |||||||||||||
Facility agreement [member] | ||||||||||||||
Reserve Quantities [Line Items] | ||||||||||||||
Loan Term | Sep. 06, 2022 | |||||||||||||
Principal repayment amount | $ 250,000 | |||||||||||||
Description of facility agreement | On November 27, 2020 the Company entered into an amending and restated facility agreement (the “Amended and Restated Facility”). The Amended and Restated Facility increased the total size of the loan and allowed for three loans, Facility A, B and C. Facility A and B were revolving loans up to $10,000,000 each. Facility C was a term loan in the amount of $10,000,000. Facility A and B were limited to an aggregate principal amount of $14,000,000 | |||||||||||||
Description of facility agreement | On September 12, 2022, the Company entered into an amendment to commitment letter (the “Amended Commitment Letter”) which increased the total amount of the Term Credit to a maximum amount of $20,000,000. On September 16, 2022, the Company was advanced an incremental $10,000,000 pursuant to the Amended Commitment Letter. The Company incurred transaction costs of $241,872 in connection with the Amended Commitment Letter | |||||||||||||
Facility a [member] | ||||||||||||||
Reserve Quantities [Line Items] | ||||||||||||||
Total advace | $ 441,921 | 75,333 | ||||||||||||
Total principal balance | 9,972,104 | |||||||||||||
Facility b [member] | ||||||||||||||
Reserve Quantities [Line Items] | ||||||||||||||
Total advace | $ 502,866 | 150,667 | ||||||||||||
Total principal balance | 2,856,579 | |||||||||||||
Facility c [member] | ||||||||||||||
Reserve Quantities [Line Items] | ||||||||||||||
Total principal balance | $ 10,000,000 | |||||||||||||
Term credit and operating credit [member] | ||||||||||||||
Reserve Quantities [Line Items] | ||||||||||||||
Term credit advances | 10,000,000 | $ 10,000,000 | ||||||||||||
Transction cost | $ 325,183 | |||||||||||||
Interest rate | 7.50% | 10.18% | ||||||||||||
Amount of credit limit | $ 10,000,000 | |||||||||||||
Description of long term | The Operating Credit consists of an authorized amount of $5,000,000, subject to a borrowing base, bearing interest at the greater of (i) the Bank’s prime lending rate plus 1.25%, and (ii) 2.45% per annum, with interest payable monthly |
The following table shows the m
The following table shows the movement of the SBA Loan during the year: (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Accretion | $ 105,496 | $ 119,470 |
Sba loan [member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance at beginning | 147,445 | |
Initial fair value of other long-term debt | 144,948 | |
Accretion | 11,089 | 3,424 |
Payments | (5,561) | |
Effect of movement in exchange rates | 10,072 | 4,634 |
Payments | (12,871) | |
Balance at ending | 155,735 | $ 147,445 |
Current portion of other long-term debt | 10,891 | |
Other long-term debt | $ 144,844 |
Other long-term debt (Details N
Other long-term debt (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2022 CAD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | |||
Loan inetrest rate | 5% | 5% | 4.20% |
Sba loan [member] | |||
IfrsStatementLineItems [Line Items] | |||
Adminstration loan | $ 150,000 | ||
Borrowings maturity | July 2, 2050 | July 2, 2050 | |
Loan inetrest rate | 3.75% | 3.75% | |
Installment payment | $ 731 | ||
Initial fair value | $ 144,948 | ||
Discount rate | 7.10% | 7.10% | |
Effective interest rate | 7.10% | 7.10% |
The following tables shows the
The following tables shows the movement of the convertible debenture balance during the year: (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Accretion | $ 105,496 | $ 119,470 |
Debenture [member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance at ending | 7,546,453 | |
Conversion of equity | (7,626,957) | |
Accretion | 80,504 | |
Balance at ending |
Convertible debentures (Details
Convertible debentures (Details Narrative) - CAD ($) | 1 Months Ended | 12 Months Ended | |||||
Jan. 27, 2021 | Dec. 31, 2020 | Jan. 21, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 08, 2018 | |
IfrsStatementLineItems [Line Items] | |||||||
Interest expense | $ 1,199,267 | $ 30,467 | |||||
Debenture unit [member] | |||||||
IfrsStatementLineItems [Line Items] | |||||||
Gross proceed | $ 9,000,000 | ||||||
Debenture unit | Each Debenture Unit, issued at a price of $1,000, was comprised of one unsecured convertible debenture (each a “Debenture” and collectively, the “Debentures”), having a principal amount of $1,000 and accruing interest at 9% per annum, payable semi-annually until maturity, and 166 common share purchase warrants of the Company (each, a “Debenture Warrant”). Each Debenture was convertible into shares of the Company at a conversion price of $3.03 per common share (the “Conversion Price”), subject to acceleration in certain events. The Debentures matured on December 31, 2021. | ||||||
Warrant price (in dollars) | $ 3.79 | ||||||
Debenture distribution | The Debentures and the Debenture Warrants contain customary anti-dilution provisions. The Company also issued 540 Debenture Units to the brokers as part of the transaction. If the brokers subscribed for the Debenture Units, 89,640 warrants would be issued. The brokers did not subscribe for the Debenture Units and they expired unexercised on November 8, 2020. | ||||||
Fair value of convertible debenture | $ 6,761,663 | ||||||
Unsecured debt market rate | 13% | ||||||
Warrant share issued | 1,495,442 | ||||||
Acquisition property value | $ 2,056,130 | ||||||
Effective interest rate | 22.82% | ||||||
Convertible debenture | $ 6,000,000 | $ 400,000 | $ 2,600,000 | ||||
Share issued for convertible debt | 1,978,109 | 136,649 | 857,180 | ||||
Interest expense | 0 | $ 53,051 | |||||
Accretion | $ 0 | $ 80,504 |
The following table shows the_2
The following table shows the movement of the Steel Media deferred payment liability during the year: (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Payment – cash | $ (50,373,851) | $ (632,800) |
Gain on revaluation of deferred payment liability | (621,780) | 181,707 |
Current portion of deferred payment liability | 2,391,863 | 27,244,146 |
Long-term portion of deferred payment liability | 1,451,939 | 20,794,275 |
Steel media [member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance, December 31, 2021 | 600,508 | 1,165,724 |
Accretion | 20,698 | 77,415 |
Payment – cash | (472,833) | (632,800) |
Effect of movement in exchange rates | 1,026 | (9,831) |
Gain on revaluation of deferred payment liability | (149,399) | |
Balance, December 31, 2022 | 600,508 | |
Current portion of deferred payment liability | ||
Long-term portion of deferred payment liability | ||
Steel media [member] | Deferred payments [member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance, December 31, 2021 | 636,600 | |
Accretion | ||
Payment – cash | (632,800) | |
Effect of movement in exchange rates | (3,800) | |
Gain on revaluation of deferred payment liability | ||
Balance, December 31, 2022 | ||
Current portion of deferred payment liability | ||
Long-term portion of deferred payment liability | ||
Steel media [member] | Earn out payments [member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance, December 31, 2021 | 600,508 | 529,124 |
Accretion | 20,698 | 77,415 |
Payment – cash | (472,833) | |
Effect of movement in exchange rates | 1,026 | (6,031) |
Gain on revaluation of deferred payment liability | (149,399) | |
Balance, December 31, 2022 | 600,508 | |
Current portion of deferred payment liability | ||
Long-term portion of deferred payment liability |
The fair value of the Vedatis E
The fair value of the Vedatis Earn-Out Payment at year end was calculated using the following inputs: (Details) - Vedatis [member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Payment date | Aug. 29, 2025 | Aug. 29, 2025 |
Maturity period | 2 years 7 months 28 days | 3 years 7 months 28 days |
Required metric risk premium | 21.75% | 21.75% |
Ebitda volatility rate | 15% | 17% |
Senior credit rating | B- | B- |
Earn-out payment credit rating | CCC+ | CCC+ |
Drift rate | 3.73% | 1.15% |
Discount rate (risk free rate) for equity-based payment | 3.68% | 1.16% |
Discount rate (risk adjusted rate) for cash payment | 11.01% | 9.79% |
The following table shows the_3
The following table shows the movement of the Vedatis deferred payment liability during the year: (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Initial fair value of deferred payment liability (Note 5) | $ 2,316,039 | $ 46,431,629 |
Loss on revaluation of deferred payment liability | 3,148,426 | |
Payment – shares | (50,373,851) | (632,800) |
Gain on revaluation of deferred payment liability | (621,780) | 181,707 |
Current portion of deferred payment liability | 2,391,863 | 27,244,146 |
Long-term portion of deferred payment liability | 1,451,939 | 20,794,275 |
Vedatis [member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance, December 31, 2021 | 2,833,125 | |
Initial fair value of deferred payment liability (Note 5) | 2,649,930 | |
Accretion | 85,227 | 81,535 |
Loss on revaluation of deferred payment liability | 181,707 | |
Effect of movement in exchange rates | (54,807) | (80,047) |
Payment – shares | (1,013,400) | |
Gain on revaluation of deferred payment liability | (472,381) | |
Balance, December 31, 2022 | 1,377,764 | 2,833,125 |
Current portion of deferred payment liability | ||
Long-term portion of deferred payment liability | 1,377,764 | |
Vedatis [member] | Deferred payments [member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance, December 31, 2021 | 1,058,789 | |
Initial fair value of deferred payment liability (Note 5) | 1,047,028 | |
Accretion | 21,117 | 41,705 |
Loss on revaluation of deferred payment liability | ||
Effect of movement in exchange rates | (66,506) | (29,944) |
Payment – shares | (1,013,400) | |
Gain on revaluation of deferred payment liability | ||
Balance, December 31, 2022 | 1,058,789 | |
Current portion of deferred payment liability | ||
Long-term portion of deferred payment liability | ||
Vedatis [member] | Earn out payments [member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance, December 31, 2021 | 1,774,336 | |
Initial fair value of deferred payment liability (Note 5) | 1,602,902 | |
Accretion | 64,110 | 39,830 |
Loss on revaluation of deferred payment liability | 181,707 | |
Effect of movement in exchange rates | 11,699 | (50,103) |
Payment – shares | ||
Gain on revaluation of deferred payment liability | (472,381) | |
Balance, December 31, 2022 | 1,377,764 | $ 1,774,336 |
Current portion of deferred payment liability | ||
Long-term portion of deferred payment liability | $ 1,377,764 |
The following table shows the_4
The following table shows the movement of the GameKnot deferred payment liability during the year: (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Initial fair value of deferred payment liability (Note 5) | $ 2,316,039 | $ 46,431,629 |
Payment – shares | (50,373,851) | (632,800) |
Current portion of deferred payment liability | 2,391,863 | 27,244,146 |
Long-term portion of deferred payment liability | 1,451,939 | 20,794,275 |
Game knot [member] | Deferred payments [member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance, December 31, 2021 | 627,781 | |
Initial fair value of deferred payment liability (Note 5) | 613,129 | |
Accretion | 6,111 | 12,490 |
Effect of movement in exchange rates | 1,008 | 2,162 |
Payment – shares | (634,900) | |
Balance, December 31, 2022 | $ 627,781 | |
Current portion of deferred payment liability | ||
Long-term portion of deferred payment liability |
The following table shows the_5
The following table shows the movement of the Addicting Games deferred payment liability during the year: (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Initial fair value of deferred payment liability (Note 5) | $ 2,316,039 | $ 46,431,629 |
Payment - shares | (50,373,851) | (632,800) |
Loss on settlement of deferred payment liability | 3,148,426 | |
Current portion of deferred payment liability | 2,391,863 | 27,244,146 |
Long-term portion of deferred payment liability | 1,451,939 | 20,794,275 |
Addicting games [member] | Deferred payments [member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance, December 31, 2021 | 12,768,719 | |
Initial fair value of deferred payment liability (Note 5) | 12,328,753 | |
Accretion | 372,915 | 280,700 |
Effect of movement in exchange rates | (84,404) | 159,266 |
Payment - shares | (13,305,588) | |
Loss on settlement of deferred payment liability | 248,358 | |
Balance, December 31, 2022 | $ 12,768,719 | |
Current portion of deferred payment liability | ||
Long-term portion of deferred payment liability |
The following table shows the_6
The following table shows the movement of the Outplayed deferred payment liability during the year: (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Initial fair value of deferred payment liability (Note 5) | $ 2,316,039 | $ 46,431,629 |
Payment – shares | (50,373,851) | (632,800) |
Loss on settlement of deferred payment liability | 3,148,426 | |
Current portion of deferred payment liability | 2,391,863 | 27,244,146 |
Long-term portion of deferred payment liability | 1,451,939 | 20,794,275 |
Outplayed [member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance, December 31, 2021 | 31,208,288 | |
Initial fair value of deferred payment liability (Note 5) | 30,839,817 | |
Accretion | 1,522,562 | 371,127 |
Effect of movement in exchange rates | (210,955) | (2,656) |
Payment – shares | (35,419,963) | |
Loss on settlement of deferred payment liability | 2,900,068 | |
Balance, December 31, 2022 | 31,208,288 | |
Current portion of deferred payment liability | ||
Long-term portion of deferred payment liability | ||
Outplayed [member] | Deferred payments [member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance, December 31, 2021 | 19,467,148 | |
Initial fair value of deferred payment liability (Note 5) | 19,317,976 | |
Accretion | 610,138 | 151,319 |
Effect of movement in exchange rates | (128,998) | (2,147) |
Payment – shares | (20,763,426) | |
Loss on settlement of deferred payment liability | 815,138 | |
Balance, December 31, 2022 | 19,467,148 | |
Current portion of deferred payment liability | ||
Long-term portion of deferred payment liability | ||
Outplayed [member] | Earn out payments [member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance, December 31, 2021 | 11,741,140 | |
Initial fair value of deferred payment liability (Note 5) | 11,521,841 | |
Accretion | 912,424 | 219,808 |
Effect of movement in exchange rates | (81,957) | (509) |
Payment – shares | (14,656,537) | |
Loss on settlement of deferred payment liability | 2,084,930 | |
Balance, December 31, 2022 | $ 11,741,140 | |
Current portion of deferred payment liability | ||
Long-term portion of deferred payment liability |
The following table shows the_7
The following table shows the movement of the FFS deferred payment liability during the year: (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Initial fair value of deferred payment liability (Note 5) | $ 2,316,039 | $ 46,431,629 |
Current portion of deferred payment liability | 2,391,863 | 27,244,146 |
Long-term portion of deferred payment liability | 1,451,939 | 20,794,275 |
Ffs [member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance, December 31, 2021 | ||
Initial fair value of deferred payment liability (Note 5) | 2,316,039 | |
Accretion | 113,099 | |
Effect of movement in exchange rates | 36,900 | |
Balance, December 31, 2022 | 2,466,038 | |
Current portion of deferred payment liability | 2,391,863 | |
Long-term portion of deferred payment liability | 74,175 | |
Ffs [member] | Deferred payments [member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance, December 31, 2021 | ||
Initial fair value of deferred payment liability (Note 5) | 1,567,249 | |
Accretion | 76,532 | |
Effect of movement in exchange rates | 24,969 | |
Balance, December 31, 2022 | 1,668,750 | |
Current portion of deferred payment liability | 1,594,575 | |
Long-term portion of deferred payment liability | 74,175 | |
Ffs [member] | Earn out payments [member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance, December 31, 2021 | ||
Initial fair value of deferred payment liability (Note 5) | 748,790 | |
Accretion | 36,567 | |
Effect of movement in exchange rates | 11,931 | |
Balance, December 31, 2022 | 797,288 | |
Current portion of deferred payment liability | 797,288 | |
Long-term portion of deferred payment liability |
The following table shows the a
The following table shows the aggregate movement of the deferred payment liability during the year ended December 31, 2022 and year ended December 31, 2021: (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Payment Liability | ||
Beginning balance | $ 48,038,421 | $ 1,165,724 |
Initial fair value of deferred payment liability | 2,316,039 | 46,431,629 |
Accretion | 2,120,612 | 823,267 |
Payment – cash | (472,833) | |
Payment – shares | (50,373,851) | (632,800) |
Loss on settlement of deferred payment liability | 3,148,426 | |
(Gain) loss on revaluation of deferred payment liability | (621,780) | 181,707 |
Effect of movement in exchange rates | (311,232) | 68,894 |
Ending balance | 3,843,802 | 48,038,421 |
Current portion of deferred payment liability | 2,391,863 | 27,244,146 |
Long-term portion of deferred payment liability | $ 1,451,939 | $ 20,794,275 |
Deferred payment liability (Det
Deferred payment liability (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||
Apr. 28, 2022 CAD ($) | Apr. 28, 2022 GBP (£) | Nov. 22, 2021 CAD ($) | Sep. 03, 2021 CAD ($) | Aug. 30, 2021 CAD ($) | May 01, 2021 CAD ($) | Jan. 20, 2021 CAD ($) | Jan. 20, 2021 USD ($) | Nov. 02, 2020 CAD ($) | Nov. 02, 2020 USD ($) | Dec. 31, 2022 CAD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CAD ($) | Jun. 02, 2022 CAD ($) shares | May 25, 2022 shares | May 01, 2022 EUR (€) | Apr. 28, 2022 GBP (£) | Feb. 28, 2022 USD ($) shares | Nov. 22, 2021 USD ($) | Sep. 03, 2021 USD ($) | Dec. 31, 2020 CAD ($) | Oct. 03, 2020 USD ($) | |
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Description of liability settlement option | The Company had, at its option, the ability to settle the Steel Media Deferred Payment either in cash or by the allotment and issuance of such number of common shares determined by the volume weighted average price for the five trading days immediately prior to October 3, 2020. The Company also had, at its option, the ability to settle USD $500,000 of the Steel Media Earn-Out Payment either in cash or by the allotment and issuance of such number of common shares determined by the volume weighted average price for the five trading days immediately prior to the date that the amount of any Steel Media Earn-Out Payment was conclusively determined. | The Company had, at its option, the ability to settle the Steel Media Deferred Payment either in cash or by the allotment and issuance of such number of common shares determined by the volume weighted average price for the five trading days immediately prior to October 3, 2020. The Company also had, at its option, the ability to settle USD $500,000 of the Steel Media Earn-Out Payment either in cash or by the allotment and issuance of such number of common shares determined by the volume weighted average price for the five trading days immediately prior to the date that the amount of any Steel Media Earn-Out Payment was conclusively determined. | ||||||||||||||||||||
Net deferred tax liabilities | $ 3,843,802 | $ 48,038,421 | $ 1,165,724 | |||||||||||||||||||
Increase (decrease) through loss of control of subsidiary, deferred tax liability (asset) | $ 3,302,824 | |||||||||||||||||||||
Steel media [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Description of interest rates | The Steel Media Deferred Payment and Steel Media Earn-Out Payment were amortized at an effective interest rate of 9.54% and 13.15% respectively. | The Steel Media Deferred Payment and Steel Media Earn-Out Payment were amortized at an effective interest rate of 9.54% and 13.15% respectively. | ||||||||||||||||||||
Liability paid | $ 632,800 | $ 659,832 | ||||||||||||||||||||
Steel media [member] | U s d [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Deferred payment liability value | $ 1,000,000 | |||||||||||||||||||||
Liability paid | $ 500,000 | $ 500,000 | ||||||||||||||||||||
Steel media [member] | U s d [member] | Top of range [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Earn out payment amount | $ 500,000 | |||||||||||||||||||||
Vedatis [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Description of liability settlement option | On December 31, 2022, the Vedatis Earn-Out Payment was revalued at $1,377,764 based on a discounted valuation using a 11.01% and 3.68% discount rate for the cash settled and equity settled portion, respectively, and an expectation that a Vedatis Earn-Out Payment of $1,667,515 is probable. Following the December 31, 2022 revaluation, the cash portion of the Vedatis Earn-Out Payment is amortized at an effective interest rate of 11.06% (December 31, 2021 – 9.83%). | |||||||||||||||||||||
Description of interest rates | The Vedatis Deferred Payment, upon initial valuation, was amortized at an effective interest rate of 5.86% and the cash portion of the Vedatis Earn-Out Payment was amortized at an effective interest rate of 8.19%. | |||||||||||||||||||||
Shares issue | shares | 348,852 | |||||||||||||||||||||
Purcase price fair value | $ 1,047,028 | |||||||||||||||||||||
Discount rate | 6% | |||||||||||||||||||||
Initial fair value | $ 1,602,902 | |||||||||||||||||||||
Discount rate | 8.16% | |||||||||||||||||||||
Discount rate | 0.78% | |||||||||||||||||||||
Deferred payment liability | $ 1,920,745 | |||||||||||||||||||||
Vedatis [member] | Euro [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Deferred payment liability value | € | € 750,000 | |||||||||||||||||||||
Game knot [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Description of interest rates | The GameKnot Deferred Payment was amortized at an effective interest rate of 6.01%. | |||||||||||||||||||||
Shares issue | shares | 111,267 | |||||||||||||||||||||
Purcase price fair value | $ 613,129 | |||||||||||||||||||||
Discount rate | 6% | |||||||||||||||||||||
Game knot [member] | U s d [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Deferred payment liability value | $ 500,000 | |||||||||||||||||||||
Addicting games [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Description of interest rates | The Addicting Games First Anniversary Deferred Payment and Addicting Games Second Anniversary Deferred Payment were amortized at an effective interest rate of 6.88% and 6.88% respectively. | |||||||||||||||||||||
Shares issue | shares | 4,319,996 | 4,320,000 | ||||||||||||||||||||
Net deferred tax liabilities | $ 248,358 | |||||||||||||||||||||
Working capital | $ 154,398 | |||||||||||||||||||||
Addicting games [member] | First anniversary [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Purcase price fair value | $ 8,181,699 | |||||||||||||||||||||
Discount rate | 7.10% | |||||||||||||||||||||
Addicting games [member] | Second anniversary [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Purcase price fair value | $ 4,147,054 | |||||||||||||||||||||
Discount rate | 7.10% | |||||||||||||||||||||
Addicting games [member] | U s d [member] | First anniversary [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Deferred payment liability value | $ 7,000,000 | |||||||||||||||||||||
Addicting games [member] | U s d [member] | Second anniversary [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Deferred payment liability value | $ 3,800,000 | |||||||||||||||||||||
Outplayed [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Description of interest rates | The Outplayed First Anniversary Earn-Out Payment, the Outplayed Second Anniversary Earn-Out Payment, Outplayed First Anniversary Earn-Out Payment and the Outplayed Second Anniversary Earn-Out Payment were amortized at an effective interest rate of 7.38%, 7.38%, 17.97% and 17.96% respectively. | |||||||||||||||||||||
Shares issue | shares | 11,499,988 | 11,500,000 | ||||||||||||||||||||
Net deferred tax liabilities | $ 2,900,068 | |||||||||||||||||||||
Outplayed [member] | First anniversary [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Purcase price fair value | $ 10,013,937 | |||||||||||||||||||||
Discount rate | 7.63% | |||||||||||||||||||||
Initial fair value | $ 6,272,711 | |||||||||||||||||||||
Discount rate | 19.50% | |||||||||||||||||||||
Outplayed [member] | Second anniversary [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Purcase price fair value | $ 9,304,038 | |||||||||||||||||||||
Discount rate | 7.63% | |||||||||||||||||||||
Initial fair value | $ 5,249,130 | |||||||||||||||||||||
Discount rate | 19.50% | |||||||||||||||||||||
Outplayed [member] | U s d [member] | First anniversary [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Deferred payment liability value | $ 8,500,000 | |||||||||||||||||||||
Earn out payment amount | 6,000,000 | |||||||||||||||||||||
Deferred payment liability | 6,000,000 | |||||||||||||||||||||
Outplayed [member] | U s d [member] | Second anniversary [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Deferred payment liability value | 8,500,000 | |||||||||||||||||||||
Earn out payment amount | $ 6,000,000 | |||||||||||||||||||||
Deferred payment liability | $ 6,000,000 | |||||||||||||||||||||
Outplayed [member] | G b p euro [member] | First anniversary [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Earn out payment amount | £ | £ 500,000 | |||||||||||||||||||||
Ffs [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Description of interest rates | The FFS First Anniversary Deferred Payment, FFS Second Anniversary Deferred Payment and FFS Earn-Out Payment are amortized at an effective interest rate of 7.23%, 7.23% and 7.23% respectively. | The FFS First Anniversary Deferred Payment, FFS Second Anniversary Deferred Payment and FFS Earn-Out Payment are amortized at an effective interest rate of 7.23%, 7.23% and 7.23% respectively. | ||||||||||||||||||||
Initial fair value | $ 748,790 | |||||||||||||||||||||
Discount rate | 7.48% | 7.48% | ||||||||||||||||||||
Ffs [member] | First anniversary [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Deferred payment liability value | £ | £ 1,609,600 | |||||||||||||||||||||
Earn out payment amount | $ 804,800 | |||||||||||||||||||||
Purcase price fair value | $ 1,497,581 | |||||||||||||||||||||
Discount rate | 7.48% | 7.48% | ||||||||||||||||||||
Ffs [member] | Second anniversary [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Deferred payment liability value | $ 80,480 | |||||||||||||||||||||
Purcase price fair value | $ 69,668 | |||||||||||||||||||||
Discount rate | 7.48% | 7.48% | ||||||||||||||||||||
Ffs [member] | G b p euro [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Deferred payment liability | £ | 500,000 | |||||||||||||||||||||
Ffs [member] | G b p euro [member] | First anniversary [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Deferred payment liability value | £ | 1,000,000 | |||||||||||||||||||||
Ffs [member] | G b p euro [member] | Second anniversary [member] | ||||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||||
Deferred payment liability value | £ | £ 50,000 |
The following tables shows th_2
The following tables shows the movement of the VTB during the year: (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Accretion | $ 105,496 | $ 119,470 |
Loss on settlement | 316,241 | |
Vtb [member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance at ending | 5,559,250 | |
Interest | 255,792 | |
Accretion | 27,046 | |
Repayments | (6,158,329) | |
Loss on settlement | 316,241 | |
Balance at ending | $ 5,559,250 |
Vendor-take-back loan (Details
Vendor-take-back loan (Details Narrative) - CAD ($) | 12 Months Ended | ||||
Oct. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 30, 2021 | Jun. 17, 2021 | |
IfrsStatementLineItems [Line Items] | |||||
Principal balance | $ 5,750,000 | ||||
Interest rate | 9% | 11.03% | |||
Initial fair value | $ 5,357,408 | ||||
Discount rate | 11.60% | ||||
Repayment of principal debt | $ 5,750,000 | ||||
Prepayments and accrued income other than contract assets | $ 408,329 | ||||
Reversal of impairment loss recognised in other comprehensive income | $ 316,241 | ||||
Interest expense | $ 1,199,267 | 30,467 | |||
Accretion expense | 0 | 27,046 | |||
Loan commitments [member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Interest expense | $ 0 | $ 255,792 |
Share capital (Details Narrativ
Share capital (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||||||||||||||
Nov. 17, 2022 $ / shares shares | Sep. 19, 2022 CAD ($) $ / shares shares | Jul. 25, 2022 CAD ($) $ / shares shares | Apr. 20, 2022 $ / shares shares | Apr. 13, 2021 $ / shares shares | Feb. 10, 2021 CAD ($) shares | Jan. 20, 2021 $ / shares shares | Jun. 30, 2021 CAD ($) shares | Dec. 31, 2022 CAD ($) shares | Dec. 31, 2021 CAD ($) shares | Dec. 14, 2022 shares | Jun. 02, 2022 shares | Feb. 28, 2022 shares | Feb. 14, 2022 shares | Sep. 03, 2021 shares | Aug. 30, 2021 shares | Jun. 30, 2021 USD ($) | Jun. 21, 2021 shares | May 04, 2021 shares | |
IfrsStatementLineItems [Line Items] | |||||||||||||||||||
Gross Proceeds | $ | $ 42,452,250 | $ 60,137,755 | $ 289,034 | $ 784,431 | |||||||||||||||
Exercise stock options | 760,938 | 363,176 | |||||||||||||||||
Amounts payable, related party transactions | $ | $ 1,757,396 | $ 800,000 | $ 45,538 | ||||||||||||||||
Fair value contributed surplus to share capital | $ | 2,527,504 | $ 927,292 | |||||||||||||||||
Common shares issued | 790,633 | 307,692 | 42,838 | ||||||||||||||||
Gain on settlement of accounts payable | $ | $ 492,383 | $ 95,386 | (587,769) | ||||||||||||||||
Share price | $ / shares | $ 0.81 | $ 1.60 | $ 2.29 | $ 2.75 | $ 8.73 | $ 6.10 | |||||||||||||
Legal and advisory costs | $ | $ 288,679 | ||||||||||||||||||
consulting fees | $ | $ 203,704 | 475,916 | $ 938,940 | ||||||||||||||||
Common share issued | 2,835,289 | ||||||||||||||||||
Share issued for laibility payment | 429,354 | ||||||||||||||||||
Gross proceed from shres | 7,383,000 | 8,600,000 | |||||||||||||||||
Share issue related cost | $ | $ 2,704,571 | $ 4,739,096 | $ (179,374) | $ 173,567 | |||||||||||||||
U s d [member] | |||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||
Gross Proceeds | $ | $ 49,450,000 | ||||||||||||||||||
Share unit plan [member] | |||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||
Restricted share units | 437,636 | 1,922,877 | 1,242,577 | 1,251,162 | 42,838 | ||||||||||||||
Outplyed spa [member] | |||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||
Common shares issued | 35,770 | ||||||||||||||||||
Game knot [member] | |||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||
Common shares issued | 111,267 | ||||||||||||||||||
Vedatis [member] | |||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||
Common shares issued | 348,852 | ||||||||||||||||||
Addicting games [member] | |||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||
Common shares issued | 4,319,996 | ||||||||||||||||||
Outplayed [member] | |||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||
Common shares issued | 11,499,988 | ||||||||||||||||||
Vesatis s p a [member] | |||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||
Common shares issued | 226,563 | ||||||||||||||||||
Tabwire e p a [member] | |||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||
Common shares issued | 790,094 | ||||||||||||||||||
Game knot e p a [member] | |||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||
Common shares issued | 165,425 | ||||||||||||||||||
Addicting game s p a [member] | |||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||
Common shares issued | 2,661,164 | ||||||||||||||||||
Outplyed ma [member] | |||||||||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||||||||
Common shares issued | 5,164,223 |
The following table reflects th
The following table reflects the continuity of stock options as of December 31, 2022 and December 31, 2021: (Details) | 12 Months Ended | ||||||
Nov. 17, 2022 Number | Dec. 31, 2022 shares $ / shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2022 Number $ / shares shares | Dec. 31, 2021 shares $ / shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2021 Number $ / shares shares | |
Stock Options | |||||||
Beginning of the year | 3,923,491 | 3,923,491 | 2,734,073 | ||||
Beginning balance | $ 3.35 | ||||||
Beginning balance | 3.35 | $ 1.61 | |||||
Granted | Number | 1,772,909 | 1,598,905 | |||||
Granted | 2.56 | ||||||
Granted | 6.17 | ||||||
Exercised | Number | (760,938) | (363,176) | |||||
Exercised | (0.44) | ||||||
Exercised | (2.16) | ||||||
Number of share options forfeited in share-based payment arrangement | Number | (993,480) | (46,311) | |||||
Forfeited | (3.73) | (7.28) | |||||
Ending balance | 211,942 | 3,941,982 | 3,941,982 | 3,923,491 | 3,923,491 | ||
Ending balance | $ 3.46 | 3.35 | |||||
Ending balance | $ 3.35 | ||||||
Exercisable | shares | 1,972,929 | 1,972,929 | 1,972,929 | 2,668,573 | 2,668,573 | 2,668,573 | |
Exercisable | $ 3.10 | $ 3.10 | $ 3.10 | $ 1.71 | $ 1.71 | $ 1.71 |
The Company has the following s
The Company has the following stock options outstanding as of December 31, 2022: (Details) | 12 Months Ended | ||||||||
Dec. 31, 2022 shares $ / shares | Dec. 31, 2022 Number | Nov. 17, 2022 Number | Apr. 20, 2022 Number | Dec. 31, 2021 shares | Dec. 31, 2021 Number | Apr. 13, 2021 Number | Jan. 20, 2021 Number | Dec. 31, 2020 Number | |
IfrsStatementLineItems [Line Items] | |||||||||
Number of stock options outstanding | 3,941,982 | 3,941,982 | 211,942 | 1,560,697 | 3,923,491 | 3,923,491 | 855,234 | 743,671 | 2,734,073 |
Exercise price | $ / shares | $ 3.46 | ||||||||
Weighted average remaining contractual life (years) | shares | 1,972,929 | ||||||||
Weighted average remaining contractual life (years) | 3 years 2 months 19 days | ||||||||
Date of expiry1 [member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Expiry date | November 14, 2023 | ||||||||
Number of stock options outstanding | Number | 13,187 | ||||||||
Exercise price | $ / shares | $ 2.37 | ||||||||
Weighted average remaining contractual life (years) | shares | 13,187 | ||||||||
Weighted average remaining contractual life (years) | 10 months 14 days | ||||||||
Date of expiry 2 [member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Expiry date | March 29, 2024 | ||||||||
Number of stock options outstanding | Number | 200,450 | ||||||||
Exercise price | $ / shares | $ 2.37 | ||||||||
Weighted average remaining contractual life (years) | shares | 200,450 | ||||||||
Weighted average remaining contractual life (years) | 1 year 2 months 27 days | ||||||||
Date of expiry 3 [member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Expiry date | August 27, 2024 | ||||||||
Number of stock options outstanding | Number | 868,750 | ||||||||
Exercise price | $ / shares | $ 2.40 | ||||||||
Weighted average remaining contractual life (years) | shares | 868,750 | ||||||||
Weighted average remaining contractual life (years) | 1 year 7 months 28 days | ||||||||
Date of expiry 4 [member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Expiry date | December 9, 2025 | ||||||||
Number of stock options outstanding | Number | 643,983 | ||||||||
Exercise price | $ / shares | $ 3.20 | ||||||||
Weighted average remaining contractual life (years) | shares | 486,136 | ||||||||
Weighted average remaining contractual life (years) | 2 years 11 months 8 days | ||||||||
Date of expiry 5 [member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Expiry date | January 1, 2026 | ||||||||
Number of stock options outstanding | Number | 593,087 | ||||||||
Exercise price | $ / shares | $ 8.75 | ||||||||
Weighted average remaining contractual life (years) | shares | 201,906 | ||||||||
Weighted average remaining contractual life (years) | 3 years 4 days | ||||||||
Date of expiry 6 [member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Expiry date | February 16, 2027 | ||||||||
Number of stock options outstanding | Number | 122,608 | ||||||||
Exercise price | $ / shares | $ 1.13 | ||||||||
Weighted average remaining contractual life (years) | shares | |||||||||
Weighted average remaining contractual life (years) | 4 years 1 month 16 days | ||||||||
Date of expiry 7 [member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Expiry date | April 20, 2027 | ||||||||
Number of stock options outstanding | Number | 1,220,583 | ||||||||
Exercise price | $ / shares | $ 2.75 | ||||||||
Weighted average remaining contractual life (years) | shares | |||||||||
Weighted average remaining contractual life (years) | 4 years 3 months 19 days | ||||||||
Date of expiry 8 [member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Expiry date | November 27, 2027 | ||||||||
Number of stock options outstanding | Number | 89,334 | ||||||||
Exercise price | $ / shares | $ 1.13 | ||||||||
Weighted average remaining contractual life (years) | shares | 12,500 | ||||||||
Weighted average remaining contractual life (years) | 4 years 10 months 17 days | ||||||||
Date of expiry 9 [member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Expiry date | December 12, 2028 | ||||||||
Number of stock options outstanding | Number | 190,000 | ||||||||
Exercise price | $ / shares | $ 1 | ||||||||
Weighted average remaining contractual life (years) | shares | 190,000 | ||||||||
Weighted average remaining contractual life (years) | 5 years 11 months 12 days |
Stock options (Details Narrativ
Stock options (Details Narrative) | 12 Months Ended | ||||||||||||
Nov. 17, 2022 Number $ / shares shares | Nov. 17, 2022 Number shares | Nov. 17, 2022 Number $ / shares shares | Apr. 20, 2022 Number shares | Apr. 20, 2022 Number $ / shares shares | Apr. 13, 2021 Number $ / shares | Feb. 12, 2021 | Jan. 20, 2021 Number $ / shares shares | Dec. 31, 2022 CAD ($) shares Number | Dec. 31, 2021 CAD ($) shares Number | Dec. 31, 2022 Number | Dec. 31, 2021 Number | Dec. 31, 2020 Number | |
IfrsStatementLineItems [Line Items] | |||||||||||||
Share options vest | 211,942 | 211,942 | 211,942 | 1,560,697 | 1,560,697 | 855,234 | 743,671 | 3,941,982 | 3,923,491 | 3,941,982 | 3,923,491 | 2,734,073 | |
Exrcisable price | $ / shares | $ 3.20 | ||||||||||||
Fair value price of shares | $ / shares | $ 0.55 | $ 0.59 | $ 2.07 | $ 6.06 | 4.73 | ||||||||
Risk-free interest rate | 7.28% | ||||||||||||
Exercisable price of share options outstanding | $ / shares | 1.13 | 2.75 | 8.75 | ||||||||||
Number of share options exercised in share-based payment arrangement | Number | (760,938) | (363,176) | |||||||||||
Risk free interest rate, share options granted | 7.50% | ||||||||||||
Share based compensation | $ | $ 2,638,687 | $ 5,823,302 | |||||||||||
Back scholes option [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Stock option price | $ / shares | 0.81 | 2.75 | 8.73 | 6.10 | |||||||||
Exercise price | $ / shares | $ 1.13 | $ 2.75 | $ 8.75 | $ 3.20 | |||||||||
Expected life of option | 5 years | 4 years 8 months 19 days | 4 years 10 months 21 days | ||||||||||
Expected volatility | 109.11% | 105.61% | 92.89% | 86.59% | |||||||||
expected forfeiture | 4.13% | 3.55% | 2.90% | 2.90% | |||||||||
Risk-free interest rate | 274% | 0.94% | 0.43% | ||||||||||
Option life, share options granted | Number | 4.25 | ||||||||||||
Risk free interest rate, share options granted | 3.33% | ||||||||||||
Back scholes option1 [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Stock option price | $ / shares | $ 0.81 | ||||||||||||
Exercise price | $ / shares | $ 1.13 | ||||||||||||
Expected volatility | 107.44% | ||||||||||||
expected forfeiture | 4.13% | ||||||||||||
Option life, share options granted | Number | 5 | ||||||||||||
Risk free interest rate, share options granted | 3.33% | ||||||||||||
Two zero two one [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Share options vest | 34,000 | 34,000 | 304,709 | ||||||||||
Two zero two two [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Share options vest | 503,308 | 503,308 | 247,890 | ||||||||||
Two zero two three [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Share options vest | 40,868 | 40,868 | 40,868 | 17,000 | 17,000 | 191,072 | |||||||
Two zero two four [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Share options vest | 40,868 | 40,868 | 40,868 | 503,308 | 503,308 | ||||||||
Two zero two five [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Share options vest | 40,872 | 40,872 | 40,872 | 503,351 | 503,351 | ||||||||
Director and officer [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Share options vest | Number | 174,011 | 174,011 | 174,011 | 902,141 | 902,141 | 493,969 | 679,582 | ||||||
Number of share options exercised in share-based payment arrangement | Number | 122,608 | ||||||||||||
Employees and officers [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Share options vest | Number | 89,334 | 89,334 | 89,334 | ||||||||||
Exercisable price of share options outstanding | $ / shares | $ 1.13 | ||||||||||||
Employees and officers [member] | Two zero two two [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Share options vest | 12,500 | 12,500 | 12,500 | ||||||||||
Employees and officers [member] | Two zero two three [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Share options vest | 33,944 | 33,944 | 33,944 | ||||||||||
Employees and officers [member] | Two zero two four [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Share options vest | 21,444 | 21,444 | 21,444 | ||||||||||
Employees and officers [member] | Two zero two five [member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Share options vest | 21,446 | 21,446 | 21,446 |
The Company has the following r
The Company has the following restricted share units outstanding as of December 31, 2022 and December 31, 2021: (Details) - Number | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Units | ||
Beginning balance | 2,455,697 | |
Granted | 2,360,513 | 2,493,739 |
Released | (42,838) | |
Forfeited | (633,918) | (38,042) |
Ending balance | 4,139,454 | 2,455,697 |
Vested | 1,752,170 | 711,452 |
Share units (Details Narrative)
Share units (Details Narrative) - CAD ($) | 12 Months Ended | |||||||||
Nov. 17, 2022 | Sep. 19, 2022 | Jul. 25, 2022 | Apr. 20, 2022 | Jan. 20, 2022 | Apr. 13, 2021 | Jan. 20, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 14, 2022 | |
IfrsStatementLineItems [Line Items] | ||||||||||
Market price | $ 0.81 | $ 1.60 | $ 2.29 | $ 2.75 | $ 8.73 | $ 6.10 | ||||
Share units issued | $ 0.80 | $ 2.69 | ||||||||
Market price | 2.70% | 2.58% | ||||||||
share based compensation expense | $ 5,112,683 | $ 13,095,187 | ||||||||
Two zero two one [member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Share options vest | 34,000 | 304,709 | ||||||||
Two zero two two [member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Share options vest | 503,308 | 247,890 | ||||||||
Two zero two three [member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Share options vest | 40,868 | 17,000 | 191,072 | |||||||
Two zero two four [member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Share options vest | 40,868 | 503,308 | ||||||||
Two zero two five [member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Share options vest | 40,872 | 503,351 | ||||||||
Share unit plan [member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Conversion rate | 4% | |||||||||
Other conversion rate | 10% | |||||||||
Shares issue | 437,636 | 1,922,877 | 1,242,577 | 1,251,162 | 42,838 | |||||
Share unit plan [member] | Two zero two one [member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Share options vest | 155,018 | 166,666 | 530,692 | |||||||
Share unit plan [member] | Two zero two two [member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Share options vest | 102,507 | 557,608 | 417,054 | |||||||
Share unit plan [member] | Two zero two three [member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Share options vest | 90,007 | 83,334 | 303,416 | |||||||
Share unit plan [member] | Two zero two four [member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Share options vest | 90,014 | 557,608 | ||||||||
Share unit plan [member] | Two zero two five [member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Share options vest | 557,661 | |||||||||
Share unit plan [member] | Director and officers [member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Shares issue | 401,229 | 1,531,349 | 636,887 | 1,158,772 | ||||||
Share unit plan [member] | Consultants [member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Shares issue | 178,293 |
The components of income tax ex
The components of income tax expense (recovery) are as follows: (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | ||
Statutory income tax rate | 26.60% | 26.60% |
Net loss before income taxes | $ (78,882,069) | $ (52,986,087) |
Computed income tax recovery | (20,982,630) | (14,094,299) |
Non-deductible expenses and other | 10,649,360 | 5,314,788 |
Differences in foreign tax rates | (721,376) | (247,875) |
Utilization of previously unrecognized tax losses | (1,051,211) | 199,180 |
Origination and reversal of temporary differences | 1,708,015 | 413,197 |
Current period loss for which no benefit is recognized | 8,346,578 | 7,475,544 |
Income tax recovery | (2,051,264) | (939,465) |
Current tax expense | 250,955 | 194,222 |
Deferred tax recovery | $ (2,302,219) | $ (1,133,687) |
The table below summarizes the
The table below summarizes the movement of net deferred tax assets and liabilities: (Details) - CAD ($) | Dec. 31, 2022 | Jan. 02, 2022 | Dec. 31, 2021 | Jan. 02, 2021 |
IfrsStatementLineItems [Line Items] | ||||
Tax losses carried forward | $ 3,114,242 | $ 3,940,741 | $ 3,940,741 | $ 5,385,629 |
Intangible assets and other | 150,120 | 1,135,771 | 1,135,771 | 702,666 |
Total deferred assets | 3,264,362 | 5,076,512 | 5,076,512 | 6,102,846 |
Deferred tax liability | ||||
Intangible assets and other | (27,920,792) | (30,802,501) | (30,802,501) | (21,090,932) |
Investments | (14,896) | (14,896) | (14,896) | (173,901) |
Total deferred liability | (27,935,688) | (30,817,397) | (30,817,397) | (21,264,833) |
Net deferred tax asset (liability) | (24,671,326) | $ (25,740,885) | (25,740,885) | (15,161,987) |
Deferred tax asset | ||||
Financing and share issuance cost | $ 14,551 | |||
Recognized in net loss [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Tax losses carried forward | (873,785) | (2,065,439) | ||
Intangible assets and other | (1,062,707) | (673,525) | ||
Total deferred assets | (1,936,492) | (2,753,515) | ||
Deferred tax liability | ||||
Intangible assets and other | 4,238,711 | 3,728,197 | ||
Investments | 159,005 | |||
Total deferred liability | 4,238,711 | 3,887,202 | ||
Net deferred tax asset (liability) | 2,302,219 | 1,133,687 | ||
Deferred tax asset | ||||
Financing and share issuance cost | (14,551) | |||
Recognized in oci [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Tax losses carried forward | 47,286 | |||
Intangible assets and other | 77,056 | (60,616) | ||
Total deferred assets | 124,342 | (60,616) | ||
Deferred tax liability | ||||
Intangible assets and other | (753,904) | |||
Investments | ||||
Total deferred liability | (753,904) | |||
Net deferred tax asset (liability) | (629,562) | (60,616) | ||
Deferred tax asset | ||||
Financing and share issuance cost | ||||
Acquisitions [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Tax losses carried forward | 620,551 | |||
Intangible assets and other | 1,167,246 | |||
Total deferred assets | 1,787,797 | |||
Deferred tax liability | ||||
Intangible assets and other | (603,098) | (13,439,766) | ||
Investments | ||||
Total deferred liability | (603,098) | (13,439,766) | ||
Net deferred tax asset (liability) | $ (603,098) | (11,651,969) | ||
Deferred tax asset | ||||
Financing and share issuance cost |
Deferred tax assets have not be
Deferred tax assets have not been recognized in respect of the following deductible temporary differences: (Details) - CAD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Taxes | ||
Tax losses carried forward | $ 114,854,099 | $ 84,156,050 |
Intangible assets and goodwill | 33,951,477 | 32,732,062 |
Investments | 3,869,535 | 5,112,068 |
Financing and share issuance costs | 6,735,102 | 9,694,771 |
Other temporary differences | 818,939 | 390,249 |
Deferred tax asset not recognized | $ 160,229,152 | $ 132,085,200 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 CAD ($) | Dec. 31, 2022 USD ($) | |
Income Taxes | ||
Net operating losses | $ 78,015,340 | $ 36,838,759 |
Description of accounting policy for deferred income tax [text block] | If not utilized, $6,460,091 of these net operating losses will expire between 2033 and 2036 and $30,378,668 of these net operating losses will carryforward indefinitely. | If not utilized, $6,460,091 of these net operating losses will expire between 2033 and 2036 and $30,378,668 of these net operating losses will carryforward indefinitely. |
Schedule of Compensation (Detai
Schedule of Compensation (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Short-term benefits | $ 3,133,569 | $ 2,777,723 |
Share-based compensation | 5,332,426 | 13,810,779 |
Total | $ 8,465,995 | $ 16,588,502 |
Schedule of Related Party Trans
Schedule of Related Party Transaction (Details) - CAD ($) | 12 Months Ended | ||
Sep. 19, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | $ 839,933 | ||
Cost of sales | 129,589,540 | ||
Consulting Fees | $ 203,704 | 475,916 | 938,940 |
Interest and accretion | 2,844,956 | ||
Loss on settlement of vendor-take-back loan | 316,241 | ||
Share on loss from investment in associates and joint ventures | $ (1,129,167) | $ 266,641 |
Schedule Of Related Party Balan
Schedule Of Related Party Balances (Details) - CAD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Trade and other receivables | $ 67,180 | $ 3,734,410 |
Loans Receivable | 176,931 | |
Investment in associates and joint ventures | 12,236 | 885,269 |
Accounts payable and accrued liabilities | (249,976) | (382,794) |
Contract liabilities | $ (55,434) |
Schedule of income, expenses, g
Schedule of income, expenses, gains and losses from financial instruments (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Interest income | $ 36,252 | $ 51,529 |
Interest and accretion expense | 1,199,267 | 30,467 |
Other assets and liabilities [member] | ||
IfrsStatementLineItems [Line Items] | ||
Interest income | (36,252) | (51,529) |
Interest and accretion expense | 2,586,387 | 2,844,956 |
Net interest expense | $ 2,550,135 | $ 2,793,427 |
Schedule of aging of trade rece
Schedule of aging of trade receivables (Details) - CAD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
IfrsStatementLineItems [Line Items] | ||
Current | $ 31,894,090 | $ 30,034,661 |
Expected credit loss provision | (300,735) | (58,472) |
Net trade receivables | 31,593,355 | 29,976,189 |
Not later than one month [member] | ||
IfrsStatementLineItems [Line Items] | ||
Trade receivables | 26,077,091 | 26,263,555 |
Later than one month and not later than two months [member] | ||
IfrsStatementLineItems [Line Items] | ||
Trade receivables | 1,455,672 | 685,112 |
Later than two month and not later than three months [member] | ||
IfrsStatementLineItems [Line Items] | ||
Trade receivables | 1,803,214 | 868,473 |
Greater than three months [member] | ||
IfrsStatementLineItems [Line Items] | ||
Trade receivables | $ 2,558,113 | $ 2,217,521 |
The movement in the expected cr
The movement in the expected credit loss provision can be reconciled as follows: (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Expected credit loss provision, beginning balance | $ (58,472) | $ (67,466) |
Increase in provision of expected credit losses | (240,603) | |
Recoveries | 8,504 | |
Effect of movement in exchange rates | (1,660) | 490 |
Expected credit loss provision, ending balance | $ (300,735) | $ (58,472) |
The following default rates, de
The following default rates, determined based on historical default rates based on the aging of trade receivables, are used to calculate the expected credit loss provision on trade receivables as of December 31, 2022: (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Trade receivables | $ 31,894,090 | $ 30,034,661 |
Expected credit loss provision | $ 300,735 | |
Not past due status [member] | ||
IfrsStatementLineItems [Line Items] | ||
Default rates | 0.49% | |
Trade receivables | $ 26,077,091 | |
Expected credit loss provision | $ 129,060 | |
Later than one month and not later than two months [member] | ||
IfrsStatementLineItems [Line Items] | ||
Default rates | 1.07% | |
Trade receivables | $ 1,455,672 | |
Expected credit loss provision | $ 15,504 | |
Later than two month and not later than three months [member] | ||
IfrsStatementLineItems [Line Items] | ||
Default rates | 1.94% | |
Trade receivables | $ 1,803,214 | |
Expected credit loss provision | $ 34,998 | |
Later than three month and not later than four months [member] | ||
IfrsStatementLineItems [Line Items] | ||
Default rates | 4.74% | |
Trade receivables | $ 2,558,113 | |
Expected credit loss provision | $ 121,173 |
Related party transactions an_3
Related party transactions and balances (Details Narrative) - CAD ($) | 12 Months Ended | |||
Aug. 19, 2021 | Aug. 27, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||||
Other receivables | $ 67,180 | $ 3,734,410 | ||
Loand receviable | 50,935 | 176,931 | ||
Net income from investment | 1,175,841 | 200,550 | ||
A i g e sports l p [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Accounts payable and accrued liabilities. | 29,952 | |||
Surge e sports llc [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Other receivables | 3,225,177 | |||
Accounts payable and accrued liabilities. | 24,427 | |||
Omnia s p a [member] | Business combinations [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Description of acquuisition | As of July 19, 2021, Blue Ant held less than 10% of the issued outstanding common shares of the Company and is no longer a related party of the Company. During the period from January 1, 2021 to July 19, 2021, the Company earned media revenue of $394,373 and incurred cost of sales of $41,109 from Blue Ant and its affiliated companies. See Note 18 for information relating to the VTB loan payable to Blue Ant. | |||
Rivonia capital inc [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Recognized consulting expenses | 75,022 | 75,012 | ||
Accounts payable and accrued liabilities. | 7,063 | 14,125 | ||
Franchise agency llc [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Recognized consulting expenses | 0 | 74,253 | ||
Accounts payable and accrued liabilities. | 0 | 55,654 | ||
Board [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Accounts payable and accrued liabilities. | 235,851 | 265,698 | ||
Fee and commissionExpense | 400,894 | 410,550 | ||
A f k media [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Other receivables | 67,180 | 56,503 | ||
Advertising revenue | 0 | 49,857 | ||
President one [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Loand receviable | 0 | 80,297 | ||
Chief corporate officer [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Loand receviable | 0 | 45,698 | ||
Management services agreement [member] | A i g e sports l p [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Description of management | the Company is to provide a series of esports management services for a base compensation of $100,000 per month, plus an annual amount of USD $250,000, as well as other additional amounts receivable upon certain milestones relating to the performance of the esports teams under management. Pursuant to the Master SA, the Company receives a range of marketing and consulting services at a cost of $100,000 per month, | |||
Recognized management revenue | 0 | 379,125 | ||
Recognized consulting expenses | 0 | 379,125 | ||
Other receivables | 452,730 | |||
Exchange of marketing rights and benefits agreement [member] | A i g e sports l p [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Advertising revenue | $ 0 | 16,578 | ||
Contract liabilities for media advertising services | $ 55,434 |
Schedule of contractual undisco
Schedule of contractual undiscounted payments (Details) | Dec. 31, 2022 CAD ($) |
Not later than one year [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | $ 59,157,951 |
Later than one year and not later than two years [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 804,333 |
Later than three years and not later than four years [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 658,233 |
Accounts payable and accrued liabilities one [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 32,823,320 |
Accounts payable and accrued liabilities one [member] | Not later than one year [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 32,823,320 |
Contract liabilities [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 5,380,378 |
Contract liabilities [member] | Not later than one year [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 5,380,378 |
Income tax payable [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 129,485 |
Income tax payable [member] | Not later than one year [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 129,485 |
Deferred payment liability [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 4,191,908 |
Deferred payment liability [member] | Not later than one year [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 2,448,300 |
Deferred payment liability [member] | Later than one year and not later than two years [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 81,610 |
Deferred payment liability [member] | Later than two years and not later than three years [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 1,661,998 |
Lease contract liabilities [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 2,496,445 |
Lease contract liabilities [member] | Not later than one year [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 953,812 |
Lease contract liabilities [member] | Later than one year and not later than two years [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 710,842 |
Lease contract liabilities [member] | Later than two years and not later than three years [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 551,809 |
Lease contract liabilities [member] | Later than three years and not later than four years [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 279,982 |
Long term debt one [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 17,411,765 |
Long term debt one [member] | Not later than one year [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 17,411,765 |
Other long term debt one [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 412,904 |
Other long term debt one [member] | Not later than one year [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 10,891 |
Other long term debt one [member] | Later than one year and not later than two years [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 11,881 |
Other long term debt one [member] | Later than two years and not later than three years [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | 11,881 |
Other long term debt one [member] | Later than three years and not later than four years [member] | |
IfrsStatementLineItems [Line Items] | |
Financial liabilities | $ 378,251 |
As of December 31, 2022, the Co
As of December 31, 2022, the Company has the following payment commitments with respect to consulting and other contractual obligations: (Details) | Dec. 31, 2022 CAD ($) |
IfrsStatementLineItems [Line Items] | |
Contractual obligations | $ 1,608,000 |
Not later than one month [member] | |
IfrsStatementLineItems [Line Items] | |
Contractual obligations | 745,000 |
Later than one year and not later than five years [member] | |
IfrsStatementLineItems [Line Items] | |
Contractual obligations | $ 863,000 |
Financial instruments (Details
Financial instruments (Details Narrative) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Comprehensive income | $ (68,728,123) | $ (51,564,884) |
Description of risk interest | 7.50% | |
U s dollar [member] | ||
IfrsStatementLineItems [Line Items] | ||
Comprehensive income | $ 247,000 | |
U k pound [member] | ||
IfrsStatementLineItems [Line Items] | ||
Comprehensive income | 329,000 | |
Euro [member] | ||
IfrsStatementLineItems [Line Items] | ||
Comprehensive income | $ 154,000 | |
Customer accounts [member] | ||
IfrsStatementLineItems [Line Items] | ||
Concentration risk | 30.24% | 46.58% |
Trade receivables [member] | ||
IfrsStatementLineItems [Line Items] | ||
Concentration risk | 55.83% | 69.36% |
Revenues by pillar for the year
Revenues by pillar for the years ended December 31, 2022 and 2021 is as follows: (Details) - CAD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Media and content | $ 180,765,848 | $ 152,444,727 |
Esports and entertainment | 7,534,936 | 5,483,444 |
Subscription | 14,535,137 | 9,436,115 |
Total | $ 202,835,921 | $ 167,364,286 |
Revenues, in Canadian dollars,
Revenues, in Canadian dollars, in each of these geographic location for the years ended December 31, 2022 and 2021 is as follows: (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Revenue | $ 202,835,921 | $ 167,364,286 |
Country revenue | 202,835,921 | 167,364,286 |
Canada [member] | ||
IfrsStatementLineItems [Line Items] | ||
Revenue | 4,314,454 | 2,501,988 |
Usa [member] | ||
IfrsStatementLineItems [Line Items] | ||
Revenue | 174,674,636 | 147,761,804 |
England and wales [member] | ||
IfrsStatementLineItems [Line Items] | ||
Revenue | 6,001,954 | 9,810,393 |
All other countries [member] | ||
IfrsStatementLineItems [Line Items] | ||
Revenue | $ 11,098,540 | $ 14,036,438 |
The non-current assets, in Cana
The non-current assets, in Canadian dollars, in each of the geographic locations as of December 31, 2022 and December 31, 2021 is as follows: (Details) - CAD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
IfrsStatementLineItems [Line Items] | ||
Total non current assets | $ 293,593,891 | $ 328,517,095 |
Canada [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total non current assets | 153,899,948 | 169,761,447 |
Usa [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total non current assets | 130,543,027 | 153,549,460 |
France [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total non current assets | 3,364,854 | 3,453,744 |
England and wales [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total non current assets | $ 5,786,062 | $ 1,752,444 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) | 12 Months Ended | ||||||
Mar. 01, 2023 Number $ / shares shares | Mar. 01, 2023 Number $ / shares shares | Nov. 17, 2022 $ / shares | Apr. 20, 2022 $ / shares | Apr. 13, 2021 $ / shares | Dec. 31, 2022 Number | Dec. 31, 2021 Number | |
IfrsStatementLineItems [Line Items] | |||||||
Performance option exercise | Number | (760,938) | (363,176) | |||||
Performance exercise price | $ / shares | $ 1.13 | $ 2.75 | $ 8.75 | ||||
Events after reporting period [member] | |||||||
IfrsStatementLineItems [Line Items] | |||||||
Shares issued | shares | 6,062,976 | 6,062,976 | |||||
Events after reporting period [member] | Stock option one [member] | |||||||
IfrsStatementLineItems [Line Items] | |||||||
Shares issued | shares | 5,305,104 | 5,305,104 | |||||
Performance option exercise | Number | 5,305,104 | ||||||
Performance exercise price | $ / shares | $ 0.91 | ||||||
Expire date | Mar. 01, 2033 | ||||||
Stock option vesting | 25% | 25% | |||||
Events after reporting period [member] | Performance option [member] | |||||||
IfrsStatementLineItems [Line Items] | |||||||
Shares issued | shares | 757,872 | 757,872 | |||||
Performance option exercise | Number | 757,872 | ||||||
Performance exercise price | $ / shares | $ 0.91 | ||||||
Vest period | 4 years | ||||||
Description of nature of non-adjusting event after reporting period | The 757,872 performance stock options are exercisable at $0.91 per stock option, expire March 1, 2033 and vest ratably over a 4-year period with 25% of the stock options vesting on March 1, 2024 and the remaining 75% of the stock options vesting in 36 equal monthly installments subsequent to March 1, 2024 and, in all events, are subject to the Company’s common shares having an average share price of at least USD $5.00 on the Nasdaq over a period of 90 consecutive days (with such threshold being subject to adjustment in the event of any stock split, reverse split or other capital reorganization event) subsequent to March 1, 2023. |