Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
May 31, 2019 | Jul. 15, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | NOTOX TECHNOLOGIES CORP. | |
Entity Central Index Key | 0000844538 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | May 31, 2019 | |
Current Fiscal Year End Date | --08-31 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock Shares Outstanding | 57,545,343 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet (Unaudited) - CAD ($) | May 31, 2019 | Aug. 31, 2018 |
Current assets: | ||
Cash | $ 206,202 | $ 5,664 |
Amounts receivable | 6,068 | 6 |
Sales tax receivable | 72,295 | 72,295 |
Prepaid expenses | 10,072 | 24,048 |
Total current assets | 294,637 | 102,013 |
Patents, net | 4 | 4 |
License agreement, net (Note 5) | 984,199 | 1,124,799 |
Total assets | 1,278,840 | 1,226,816 |
Current liabilities: | ||
Accounts payable and accrued liabilities (Note 6) | 1,914,997 | 1,582,691 |
Advances from related parties/shareholders (Notes 7 and 8) | 441,796 | 477,509 |
License assignment fee and accrued interest payable (Note 9) | 1,072,182 | 882,257 |
Stock purchase warrants (Note 11) | 223,940 | 353,517 |
Stock subscribed | 10,000 | |
Total current liabilities | 3,652,915 | 3,305,974 |
Due to the Clinic (Note 5) | 244,017 | 227,707 |
Total liabilities | 3,896,932 | 3,533,681 |
Stockholders' deficiency (Note 11): | ||
Common stock | 1,028,256 | 1,018,256 |
Additional paid-in capital | 8,458,365 | 8,458,365 |
Shares to be issued | 254,456 | |
Deficit | (12,359,169) | (11,783,486) |
Total stockholders' deficiency | (2,618,092) | (2,306,865) |
Total liabilities and stockholders' deficiency | $ 1,278,840 | $ 1,226,816 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Loss and Comprehensive Loss (Unaudited) - CAD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2019 | May 31, 2018 | May 31, 2019 | May 31, 2018 | |
Revenue: | ||||
Sales | ||||
Production costs: | ||||
Amortization - license agreement (Note 5) | 46,867 | 46,867 | 140,600 | 140,600 |
Consulting fees - production | 240 | 1,395 | ||
Depreciation | 1,709 | 5,129 | ||
Patenting costs - the Clinic | 2,555 | 7,813 | 12,730 | |
Total production costs | 46,867 | 51,371 | 148,413 | 159,854 |
Gross loss | (46,867) | (51,371) | (148,413) | (159,854) |
General and administration: | ||||
Consulting fees - management (Note 7) | 5,876 | 120,430 | 87,875 | 356,196 |
Depreciation | 5,129 | |||
Interest on advances from related parties/shareholders (Notes 7 and 8) | 3,078 | 5,633 | 9,035 | 13,722 |
Interest on license assignment fee payable (Note 9) | 53,602 | 160,097 | ||
Loss (gain) on foreign exchange | 23,053 | 17,092 | 286,189 | 48,202 |
Marketing | 124 | 247 | ||
Office and miscellaneous | 421 | 2,560 | 1,234 | 7,654 |
Patent maintenance fees | 259 | 1,653 | ||
Professional fees | 51,220 | 5,000 | 83,554 | 34,396 |
Rent | 1,042 | 7,460 | 11,822 | 20,599 |
Travel and entertainment | 518 | 1,163 | 2,087 | 3,589 |
Trust and filing fees | 8,549 | 5,952 | 23,528 | 18,027 |
Total general and administration | 147,359 | 165,549 | 665,545 | 504,285 |
Loss before other items and income taxes | (194,226) | (216,920) | (813,958) | (664,139) |
Other items: | ||||
Other income | 2,800 | |||
Discounts received | 4,172 | |||
Gain on revaluation of stock purchase warrants (Note 11) | 84,164 | 84,690 | 130,247 | 187,306 |
Gain on expiration of stock purchase warrants (Note 11) | 109,808 | |||
Write-down of amounts receivable | (13,000) | (8,752) | (31,746) | |
Loss before income taxes | (110,062) | (145,230) | (575,683) | (508,579) |
Income taxes | ||||
Loss and comprehensive loss | $ (110,062) | $ (145,230) | $ (575,683) | $ (508,579) |
Loss per share - basic and diluted | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Weighted-average number of shares outstanding | 57,545,343 | 57,532,843 | 57,541,314 | 57,515,920 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - CAD ($) | 9 Months Ended | |
May 31, 2019 | May 31, 2018 | |
Cash Flows Used In Operating Activities | ||
Loss | $ (575,683) | $ (508,579) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization - license agreement | 140,600 | 140,600 |
Depreciation | 5,129 | |
Discount received and other income | (8,755) | |
Unrealized foreign exchange on license assignment fee payable | 22,454 | |
Unrealized foreign exchange on license assignment fee payable interest payable | 189,925 | |
Unrealized foreign exchange on due to the Clinic | 16,311 | 6,891 |
Write-down of amounts receivable | 8,753 | 31,746 |
Gain on revaluation of stock purchase warrants | (130,247) | (187,306) |
Gain on expiration of stock purchase warrants | (109,808) | |
Changes in assets and liabilities: | ||
Amounts receivable | (6,062) | (34,082) |
Prepaid expenses | 13,976 | 7,617 |
Accounts payable and accrued liabilities | 332,306 | 393,459 |
Due to the Clinic | 12,729 | |
Interest accrued on advances from related parties/shareholders | 13,722 | |
Net cash used in operating activities | (128,683) | (95,620) |
Cash Flows Provided By Financing Activities | ||
Shares to be issued | 364,934 | |
Stock issue costs | (6,435) | |
Advances from related parties/shareholders | (35,713) | 51,000 |
Stock subscriptions received | 10,000 | |
Net cash provided by financing activities | 329,221 | 54,565 |
Increase (decrease) in cash during the period | 200,538 | (41,055) |
Cash, beginning of period | 5,664 | 63,144 |
Cash, end of period | 206,202 | 22,089 |
Supplementary Information: | ||
Interest paid | ||
Taxes paid |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficiency (Unaudited) - CAD ($) | 3 Months Ended | 9 Months Ended | |||||||
May 31, 2019 | Feb. 28, 2019 | Nov. 30, 2018 | Aug. 31, 2018 | May 31, 2018 | Feb. 28, 2018 | Nov. 30, 2017 | May 31, 2019 | May 31, 2018 | |
Common Stock [Member] | |||||||||
Balance | $ 1,028,256 | $ 1,028,256 | $ 1,018,256 | $ 1,018,256 | $ 1,018,256 | $ 1,018,256 | $ 526,182 | $ 1,018,256 | $ 526,182 |
Balance, shares | 57,545,343 | 57,545,343 | 57,532,843 | 57,532,843 | 57,532,843 | 57,532,843 | 56,892,843 | 57,532,843 | 56,892,843 |
Stock issued for cash | $ 491,041 | ||||||||
Stock issued for cash, shares | 630,000 | ||||||||
Stock issue costs - cash | $ (6,435) | ||||||||
Stock issue costs - finder's warrants | (2,581) | ||||||||
Warrants exercised | $ 10,000 | $ 10,049 | |||||||
Warrants exercised, shares | 12,500 | 10,000 | |||||||
Shares to be issued | |||||||||
Shares to be issued, shares | 5,000 | ||||||||
Gross proceeds from private placements of shares to be issued | |||||||||
Reclassification of proceeds from private placements to stock purchase warrants | |||||||||
Net loss | |||||||||
Balance | $ 1,028,256 | $ 1,028,256 | $ 1,028,256 | $ 1,018,256 | $ 1,018,256 | $ 1,018,256 | $ 1,018,256 | $ 1,028,256 | $ 1,018,256 |
Balance, shares | 57,545,343 | 57,545,343 | 57,545,343 | 57,532,843 | 57,532,843 | 57,532,843 | 57,532,843 | 57,545,343 | 57,532,843 |
Shares to be Issued [Member] | |||||||||
Balance | $ 109,890 | ||||||||
Stock issued for cash | |||||||||
Stock issue costs - cash | |||||||||
Stock issue costs - finder's warrants | |||||||||
Warrants exercised | |||||||||
Shares to be issued | 109,890 | ||||||||
Shares to be issued, shares | 276,250 | ||||||||
Gross proceeds from private placements of shares to be issued | 255,044 | ||||||||
Reclassification of proceeds from private placements to stock purchase warrants | (110,478) | ||||||||
Net loss | |||||||||
Balance | 254,456 | 109,890 | $ 254,456 | ||||||
Additional Paid-in Capital [Member] | |||||||||
Balance | 8,458,365 | 8,458,365 | 8,458,365 | 8,458,365 | 8,458,365 | 8,458,365 | 8,460,414 | 8,458,365 | 8,460,414 |
Stock issued for cash | |||||||||
Stock issue costs - cash | |||||||||
Stock issue costs - finder's warrants | |||||||||
Warrants exercised | (2,049) | ||||||||
Shares to be issued | |||||||||
Gross proceeds from private placements of shares to be issued | |||||||||
Reclassification of proceeds from private placements to stock purchase warrants | |||||||||
Net loss | |||||||||
Balance | 8,458,365 | 8,458,365 | 8,458,365 | 8,458,365 | 8,458,365 | 8,458,365 | 8,458,365 | 8,458,365 | 8,458,365 |
Deficit [Member] | |||||||||
Balance | (12,249,107) | (11,906,617) | (11,783,486) | (11,481,240) | (11,336,010) | (11,189,751) | (10,972,661) | (11,783,486) | (10,972,661) |
Stock issued for cash | |||||||||
Stock issue costs - cash | |||||||||
Stock issue costs - finder's warrants | |||||||||
Warrants exercised | |||||||||
Shares to be issued | |||||||||
Gross proceeds from private placements of shares to be issued | |||||||||
Reclassification of proceeds from private placements to stock purchase warrants | |||||||||
Net loss | (110,062) | (342,490) | (123,131) | (302,246) | (145,230) | (146,259) | (217,090) | ||
Balance | (12,359,169) | (12,249,107) | (11,906,617) | (11,783,486) | (11,481,240) | (11,336,010) | (11,189,751) | (12,359,169) | (11,481,240) |
Balance | (2,652,596) | (2,419,996) | (2,306,865) | (2,004,619) | (1,859,389) | (1,713,130) | (1,986,065) | (2,306,865) | (1,986,065) |
Stock issued for cash | 491,041 | ||||||||
Stock issue costs - cash | (6,435) | ||||||||
Stock issue costs - finder's warrants | (2,581) | ||||||||
Warrants exercised | 10,000 | 8,000 | |||||||
Shares to be issued | 109,890 | ||||||||
Gross proceeds from private placements of shares to be issued | 255,044 | ||||||||
Reclassification of proceeds from private placements to stock purchase warrants | (110,478) | ||||||||
Net loss | (110,062) | (342,490) | (123,131) | (302,246) | (145,230) | (146,259) | (217,090) | (575,683) | (508,579) |
Balance | $ (2,618,092) | $ (2,652,596) | $ (2,419,996) | $ (2,306,865) | $ (2,004,619) | $ (1,859,389) | $ (1,713,130) | $ (2,618,092) | $ (2,004,619) |
Company Overview and Basis of P
Company Overview and Basis of Presentation | 9 Months Ended |
May 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company Overview and Basis of Presentation | 1. Company Overview and Basis of Presentation Nature and History of Operations Notox Technologies Corp. (formerly Tropic International Inc.) (the “Company”) was incorporated under the laws of the state of Nevada on October 29, 2007 under the name Rockford Minerals Inc . On December 6, 2013, the Company changed its name to Tropic International Inc. as a result of a merger with a wholly-owned subsidiary incorporated solely to effect the name change. On November 19, 2018, the Company again changed its name to Notox Technologies Corp. On June 13, 2016, the Company completed an asset acquisition transaction with Notox Bioscience Inc. (“Notox”), a private Nevada corporation incorporated on May 31, 2016 for the purpose of acquiring 100% of the right, title and interest in and to an exclusive license agreement (the “License Agreement”) with The Cleveland Clinic Foundation (the “Clinic”), an Ohio not-for-profit corporation. As a result of this transaction, the Company is a holding company operating through both TSI and Notox. As reflected in the accompanying condensed consolidated financial statements, the Company has a deficit of $12,359,170 (August 31, 2018 - $11,783,486) since inception, a working capital deficiency of $3,358,278 (August 31, 2018 - $3,203,961) and a stockholders’ deficiency of $2,618,093 (August 31, 2018 - $2,306,865). This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on its ability to raise additional capital and to implement its business plan. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management has evaluated the Company’s ability to continue as a going concern by assessing its ability to meet its obligations as they become due within one year from the date of issue of the financial statements. Management’s assessment included the following factors: ● The Company’s financial condition as at the date of issue of the financial statements; ● The Company’s actual or anticipated conditional and unconditional obligations due within one year from the date of issue of the financial statements; ● The funds necessary to maintain the Company’s operations considering its current financial condition, obligations and other expected cash flows; and ● Other conditions and events that may affect the Company’s ability to meet its obligations within one year from the date of issue of the financial statements. As at May 31, 2019, the Company’s current cash liabilities total $3,428,975 (August 31, 2018 - $2,942,457). Of this amount accounts payable and accrued liabilities are $1,914,997, advances from related parties/shareholders are $441,796 and license assignment fee and accrued interest payable $1,072,182– is payable to related parties and/or major shareholders who have not and will not require payment until such time as sufficient cash flow is available. The Company’s CEO and President have committed to providing financing if and when necessary to fund the operating expenses for the year ended August 31, 2019. Basis of presentation, measurement and consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with Notox Technologies Corp’s audited financial statements for the years ended August 31, 2018 and 2017 and their accompanying notes. The accompanying unaudited condensed consolidated financial statements are expressed in Canadian Dollars (“CAD”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and results of operations for the interim periods presented have been reflected herein. Operating results for the nine months ended May 31, 2019 are not necessarily indicative of the results that may be expected for the year ending August 31, 2019. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
May 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying condensed consolidated financial statements include the financial statements of the Company, TSI, Notox, 1894632 Ontario Inc. (“Subco”), and 1894631 Ontario Inc., the Company’s subsidiaries. All significant inter-company balances and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to equipment, fair values of intangible assets, useful lives of intangible assets and the likelihood of realization of its deferred tax assets . Fair Value of Financial Instruments Carrying values of cash, accounts payable and accrued liabilities, advances from related parties/shareholders, license assignment fee and accrued interest payable and stock subscribed approximate fair value because of the short-term nature of these items. Amounts receivable consists primarily of Harmonized Sales Tax (“HST”) receivable from the Government of Canada. HST is not a financial instrument. |
Reverse Takeover
Reverse Takeover | 9 Months Ended |
May 31, 2019 | |
Business Combinations [Abstract] | |
Reverse Takeover | 3. Reverse Takeover On June 28, 2013 (the “Closing Date”), the Company, its wholly-owned subsidiary Subco and TSI entered into a share exchange agreement (the “Exchange Agreement”) with certain of the shareholders of TSI (the “Selling Shareholders”) pursuant to which the Company acquired 39,015,439 common shares, or approximately 78% of the issued and outstanding shares, of TSI in exchange for the issuance of 39,015,439 preferred shares of Subco to the Selling Shareholders on a one-for-one basis. Each one preferred share of Subco is exchangeable into one share of the Company’s common stock at the option of the holder subject to certain restrictions. On February 17, 2015, the Company, Subco, TSI and the Selling Shareholders entered into an amendment to the Exchange Agreement in order to correct certain administrative errors in the Exchange Agreement and provide for the post-closing execution of the Exchange Agreement by those shareholders of TSI who were not original signatories thereto. In addition, the Selling Shareholders approved certain changes to the rights, privileges, restrictions and conditions attached to the preferred shares of Subco by consent in writing. This included extending the automatic expiration date in respect of the preferred shares of Subco from June 30, 2015 to June 30, 2017. On February 22, 2017, this automatic expiration date was further extended to December 31, 2018, and on December 27, 2018, this date was further extended to December 31, 2020. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
May 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 – Observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 – Unobservable inputs that are supported by little or no market activity, which require management judgment or estimation. The Company measures its financial instruments at fair value. The carrying value of cash deposits is a reasonable estimate of its fair value due to the short maturity of the financial instrument. The Company’s stock purchase warrants are measured at fair value on a recurring basis. |
License Agreement, Net
License Agreement, Net | 9 Months Ended |
May 31, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
License Agreement, Net | 5. License Agreement, Net On December 1, 2012, Zoran Holding Corporation (“ZHC”) and the Clinic entered into the License Agreement whereby the Clinic granted ZHC an exclusive worldwide license and a non-exclusive worldwide license in the field of aesthetics and pain to make, use, offer to sell, sell and import certain products throughout the term of the License Agreement. Royalties and other payments are payable quarterly. Notox is required to achieve two commercial milestones: regulatory filings submitted to regulatory authorities by November 30, 2019 and first commercial sale within nine months following regulatory approval. Failure to achieve these milestones, without satisfactory justification, constitutes a material breach of the License Agreement giving the Clinic the right, but not the obligation, to convert the License Agreement to a non-exclusive license or terminate the License Agreement. The Clinic has the right to verify Notox’s compliance with the License Agreement. Within 30 days following Notox’s receipt of the first regulatory approval, Notox is required to reimburse the Clinic for current patenting costs. All patenting costs, patent office fees and outside patent counsel costs will, at the Clinic’s option, either be paid directly by Notox or by the Clinic with the Clinic invoicing Notox, provided that Notox has no obligation to pay or reimburse the Clinic until after first regulatory approval has been obtained. Upon termination or expiration of the License Agreement, all accrued and unreimbursed patenting costs become immediately due and payable to the Clinic. As of May 31, 2019, all accrued and unreimbursed patenting costs totaled $244,017 (August 31, 2018 - $227,707). Pursuant to above, the fair value and gross carrying value of the License Agreement is as follows: License Agreement $ 133,212 Cash 131 Accrued liabilities (5,423 ) Capital stock exchanged (50,000,000 shares at US$0.002 per share) $ 127,920 Fair value of License Agreement $ 133,212 Acquisition costs 19,519 Assignment fee (US$1,000,000) 1,347,000 Gross carrying value of License Agreement $ 1,499,731 May 31, 2019 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 515,532 $ 984,199 August 31, 2018 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 374,932 $ 1,124,799 As of May 31, 2019, amortization expense on the License Agreement for the next six years was expected to be as follows: Amount Year ending: 2019 $ 46,866 2020 187,466 2021 187,466 2022 187,466 2023 187,466 2024 187,469 Total $ 984,199 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
May 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 6. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of: May 31, 2019 August 31, 2018 Trade payables $ 1,154,677 $ 1,412,277 Vendor accruals 760,320 170,414 Accounts payable and accrued liabilities $ 1,914,997 $ 1,582,691 |
Related Party Transactions and
Related Party Transactions and Balances | 9 Months Ended |
May 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Balances | 7. Related Party Transactions and balances All transactions with related parties occurred in the normal course of business and were measured at the exchange amount, which was the amount of consideration agreed upon between management and the related parties. Following are the related party balances and transactions: a) Related party balances Advances from related parties include: ● At May 31, 2019, the Company owed $232,000 (August 31, 2018 - $232,000) in advances payable to the President of the Company. These advances are unsecured and bear interest at 3% per annum. Accrued interest payable to the President totaled $37,744 at May 31, 2019 (August 31, 2018 - $32,538). ● At May 31, 2019, the Company owed $6,828 (August 31, 2018 - $51,000) in advances payable to the CEO of the Company. This balance bears no interest and has no repayment terms. Accounts payable and accrued liabilities include: ● At May 31, 2019, the Company owed $893,867 (August 31, 2018 - $1,090,187) in consulting fees to the President, CEO, and former CFO of the Company. b) Related party transactions During the nine months ended May 31, 2019, the Company had the following transactions with related parties: ● Consulting fees expense of $87,875 (nine months ended May 31, 2018 - $356,196) in connection with the services provided by the companies controlled by the President, and CEO of the Company. ● Interest expense of $8,347 (nine months ended May 31, 2018 - $13,721) in connection with advances owing to the President and other shareholders of the Company. ● The CEO of the Company advanced $28,836 (nine months ended May 31, 2018 - $46,000). These advances are unsecured, bear no interest and have no repayment terms. |
Advances from Shareholders
Advances from Shareholders | 9 Months Ended |
May 31, 2019 | |
Related Party Transactions [Abstract] | |
Advances from Shareholders | 8. Advances from Shareholders Advances payable to shareholders totaled $145,000 at May 31, 2019 (August 31, 2018 - $145,000) These advances are unsecured and bear interest at 3% per annum, with no specific repayment terms. Interest expense of $3,254 was incurred on these advances during the nine months ended May 31, 2019 (nine months ended May 31, 2018 - $3,254). Accrued interest payable to shareholders totaled $20,224 at May 31, 2019 (August 31, 2018 - $16,971). |
License Assignment Fee Payable
License Assignment Fee Payable | 9 Months Ended |
May 31, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
License Assignment Fee Payable | 9. License Assignment Fee Payable Pursuant to the amendment to the Share Exchange Agreement, the Company will pay an aggregate of US$1,000,000 to Zoran K Corporation, a private Ontario corporation (“ZKC”) in the form of a one-time assignment fee. The assignment fee payable is repayable in monthly instalments of US$50,000 beginning on October 1, 2016. Upon completion of any equity financing pursuant to which the Company raises gross proceeds of at least US$1,000,000, the outstanding balance is to be repaid in full. Since September 1, 2017, interest of 24% per annum, compounding annually, has been accrued on the outstanding balance payable. Interest expense of $334,960 was accrued on the balance payable during the nine months ended May 31, 2019. At May 31, 2019, the balance of the license assignment fee payable and interest payable to ZKC was $1,072,182 (August 31, 2018 - $882,257). See Note 5. |
Commitments
Commitments | 9 Months Ended |
May 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 10. Commitments On December 1, 2015, the Company entered into consulting agreements with 1040614 Ontario Ltd., a private Ontario corporation (the “Old 1040614 Agreement”), and MCM Consulting, an Ontario sole proprietorship (the “Old MCM Agreement”, and together with the Old 1040614 Agreement, the “Old Agreements”). Pursuant to the Old 1040614 Agreement, 1040614 Ontario Ltd., through its principal, performed various services related to business development, strategic planning and capital-raising for the Company. Pursuant to the Old MCM Agreement, the sole proprietor acted in the capacity of CEO of the Company. On June 13, 2016, the Old 1040614 and MCM Agreements were terminated and replaced by the 1040614 and MCM Agreements (see below). As at May 31, 2019, 1040614 and MCM are each entitled to $80,770 (August 31, 2018 - $80,770) in accrued remuneration in respect of the Old Agreements. On June 13, 2016, the Company entered into consulting agreements with 1040614 Ontario Ltd. (the “1040614 Agreement”), MCM Consulting (the “MCM Agreement”) and ZKC (the “ZKC Agreement”). Pursuant to the 1040614 Agreement, MCM, through its principal, performs general consulting services on behalf of the Company. Pursuant to the MCM Agreement, the sole proprietor acts in the capacity of President of the Company. Pursuant to the ZKC Agreement, ZKC, through its principal, acts in the capacity of CEO of the Company. Each consulting agreement is for a period of 10 years, with successive automatic renewal periods of two years until terminated. Pursuant to these consulting agreements, each consultant is entitled to receive the following compensation: ● Remuneration – an aggregate of US$125,000 per annum plus HST on a bi-monthly basis; ● EPS Bonus – when the Company generates earnings per share of $0.05, plus any multiple thereof, the Company shall issue the consultant 1,000,000 shares of the Company’s common stock and pay the consultant US$250,000 plus HST; ● Change of Control Bonus – immediately prior to the completion of a change of control (as defined in these consulting agreements) the Company shall issue the consultant an aggregate of 20,000,000 shares of the Company’s common stock; and ● Additional Bonus – the company may from time to time pay the consultant one or more bonuses as determined by the Board of Directors at its sole discretion. Effective February 3, 2018, the Company terminated the 1040614 Agreement. On August 31, 2018, the Company renewed its premises lease for another year beginning on September 1, 2018 for a rental of $21,000 for the year plus HST. |
Stockholders' Deficiency
Stockholders' Deficiency | 9 Months Ended |
May 31, 2019 | |
Equity [Abstract] | |
Stockholders' Deficiency | 11. Stockholders’ Deficiency Authorized stock As at May 31, 2019, the Company was authorized to issue 500,000,000 (August 31, 2018 - 300,000,000) shares of common stock at a par value of US$0.001. On October 9, 2018, the Company’s shareholders and directors approved a change of the Company’s name from Tropic International Inc. to Notox Technologies Corp. and an increase in the Company’s authorized common stock to 500,000,000 shares. The name change and authorized common stock increase were effected November 19, 2018. At May 31, 2019, the Company had 57,545,343 shares of common stock legally issued and outstanding (2018 - 57,532,843). Share issuances During the nine months ended May 31, 2018, the Company completed the following common stock transactions: ● On September 21, 2017, the Company closed a US dollar financing pursuant to which the Company issued 630,000 units at US$1.00 per unit for gross proceeds of $830,674, with each unit consisting of one share of the Company’s common stock and one warrant to purchase one share of common stock exercisable at a price of US$1.40 per share until September 7, 2019. $491,041 was allocated to common stock and $339,633 was allocated to stock purchase warrants. The Company paid cash finder’s fees of $6,435 and issued 5,000 finder’s stock purchase warrants exercisable at US$1.40 per warrant share until July 17, 2019, valued at $2,581 and credited to stock purchase warrants. During the nine months ended May 31, 2019, the Company did not complete any common stock transactions. Shares to be issued As of May 31, 2019, the Company is obligated to issue 276,250 shares of common stock as follows: ● 6,250 shares at an issue price of $0.80 per share $5,000. ● 120,000 shares with a fair value of $158,364 at an issue price of US$1.00 per share. ● 150,000 shares with a fair value of $91,092 at an issue price of US$1.00 per unit. Each unit consists of one share of the Company’s common stock and one warrant to purchase one share of common stock exercisable at a price of US$1.40 per share for a period of two years. $91,092 was allocated to common stock and $110,478 was allocated to stock purchase warrants. Warrant exercises During the nine months ended May 31, 2019, the Company completed the following warrant transactions: ● On November 27, 2018, the Company issued 12,500 shares of common stock at $0.80 per share for gross proceeds of $10,000 pursuant to the exercise of warrants during the three months ended November 30, 2018. Stock Purchase Warrants The continuity of Canadian dollar denominated stock purchase warrants for the nine months ended May 31, 2019 is as follows: Expiry Date Price August 31, 2017 Issued Exercised August 31, 2018 Issued Expired May 31, 2019 October 31, 2018 $ 0.80 130,000 — (12,500 ) 117,500 — (117,500) — At May 31, 2019, the weighted-average remaining contractual life of Canadian dollar warrants outstanding was 0.00 years (August 31, 2018 - 0.17). The continuity of US dollar denominated stock purchase warrants for the nine months ended May 31, 2019 is as follows: Expiry Date Price US$ August 31, 2017 Issued August 31, 2018 Exercised Issued Expired May September 30, 2018 – Finder 1.40 15,000 — 15,000 — — (15,000 ) — October 31, 2018 0.80 220,770 — 220,770 — — (220,770 ) — November 2, 2018 1.40 400,000 — 400,000 — — (400,000 ) — July 17, 2019 – Finder 1.40 — 5,000 5,000 — — — 5,000 September 7, 2019 1.40 — 630,000 630,000 — — — 630,000 635,770 635,000 1,270,770 — — (635,770 ) 635,000 At May 31, 2019, the weighted-average remaining contractual life of US dollar warrants outstanding was 0.22 years (August 31, 2018 – 0.59 years). As of May 31, 2019, the Company is obligated to issue 150,000 warrants, each of which is exercisable into one share of the Company’s common stock at a price of US$1.40 per share for a period of two years. The Company used the Black-Scholes Option Pricing Model to determine the fair values of unit warrants and finder’s warrants issued pursuant to private placements during the years ended August 31, 2018 and 2017 with the following assumptions: May 31, 2019 August 31, 2018 Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 1.78 % 1.47% - 2.04 % Expected stock price volatility 100.00 % 100.00 % Expected life of warrants 0.13 – 2 years 0.08 – 2 years |
Risks and Uncertainties
Risks and Uncertainties | 9 Months Ended |
May 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Risks and Uncertainties | 12. Risks and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect its future operating results and cause actual results to vary materially from expectations include, but are not limited to: current economic conditions; the Company’s degree of success in securing regulatory approval and marketing products developed pursuant to the License Agreement; increasing competition; and dependence on its existing management and key personnel. |
Accounting Pronouncements
Accounting Pronouncements | 9 Months Ended |
May 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Pronouncements | 13. Accounting Pronouncements In April 2019, the FASB issued ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments”, to introduce amendments which will affect the recognition and measurement of financial instruments, including derivatives and hedging. Only Topic 4 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company will be evaluating the impact this standard will have on the Company’s financial statements. In March 2019, the FASB issued ASU 2019-01, “Leases (Topic 842)”, to introduce amendments which will affect all lessors that are not manufactures or dealers, and those which are depository and lending entities. The amendments in this update amend Topic 842, and are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company will be evaluating the impact this standard will have on the Company’s financial statements. In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company will be evaluating the impact this standard will have on the Company’s financial statements. In June 2018, the FASB issued an accounting pronouncement (FASB ASU 2018-07) to expand the scope of ASC Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the consolidated financial statements, including potential early adoption. In November 2017, the FASB issued an accounting pronouncement (FASB ASU 2017-14) amending Topic 605, which states the required steps to achieve the core principle that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company adopted this pronouncement on a modified retrospective basis. On April 1, 2018, the Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board (“FASB”) to clarify existing guidance on revenue recognition. In November 2016, the FASB issued an accounting pronouncement (FASB ASU 2016-18) addressing the treatment of restricted cash equivalents in Topic 230. This guidance requires entities to show changes in the total of cash, cash equivalents and restricted cash in the combined statement of cash flows. On January 1, 2018, the Company adopted the accounting pronouncement issued by the FASB to clarify how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. This guidance was adopted on a retrospective basis, and such adoption did not have a material impact on combined financial position and/or results of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This guidance revises the accounting related to leases by requiring lessees to recognize a lease liability and a right-of-use asset for all leases. The new lease guidance also simplifies the accounting for sale and leaseback transactions. This ASU is effective for annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The Company does not believe the guidance will have a material impact on its consolidated financial statements. |
Subsequent Event
Subsequent Event | 9 Months Ended |
May 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | 14. Subsequent Event The Company’s management has evaluated subsequent events up to July 15, 2019, the date the condensed consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
May 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the financial statements of the Company, TSI, Notox, 1894632 Ontario Inc. (“Subco”), and 1894631 Ontario Inc., the Company’s subsidiaries. All significant inter-company balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to equipment, fair values of intangible assets, useful lives of intangible assets and the likelihood of realization of its deferred tax assets . |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Carrying values of cash, accounts payable and accrued liabilities, advances from related parties/shareholders, license assignment fee and accrued interest payable and stock subscribed approximate fair value because of the short-term nature of these items. Amounts receivable consists primarily of Harmonized Sales Tax (“HST”) receivable from the Government of Canada. HST is not a financial instrument. |
License Agreement, Net (Tables)
License Agreement, Net (Tables) | 9 Months Ended |
May 31, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of Fair Value and Carrying Value of License Agreement | Pursuant to above, the fair value and gross carrying value of the License Agreement is as follows: License Agreement $ 133,212 Cash 131 Accrued liabilities (5,423 ) Capital stock exchanged (50,000,000 shares at US$0.002 per share) $ 127,920 Fair value of License Agreement $ 133,212 Acquisition costs 19,519 Assignment fee (US$1,000,000) 1,347,000 Gross carrying value of License Agreement $ 1,499,731 |
Schedule of License Agreement | May 31, 2019 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 515,532 $ 984,199 August 31, 2018 Gross carrying amount Accumulated amortization Net carrying amount License Agreement $ 1,499,731 $ 374,932 $ 1,124,799 |
Schedule of Amortization Expense on Intangible Assets | As of May 31, 2019, amortization expense on the License Agreement for the next six years was expected to be as follows: Amount Year ending: 2019 $ 46,866 2020 187,466 2021 187,466 2022 187,466 2023 187,466 2024 187,469 Total $ 984,199 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
May 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of: May 31, 2019 August 31, 2018 Trade payables $ 1,154,677 $ 1,412,277 Vendor accruals 760,320 170,414 Accounts payable and accrued liabilities $ 1,914,997 $ 1,582,691 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 9 Months Ended |
May 31, 2019 | |
Equity [Abstract] | |
Schedule of Stock Purchase Warrants | The continuity of Canadian dollar denominated stock purchase warrants for the nine months ended May 31, 2019 is as follows: Expiry Date Price August 31, 2017 Issued Exercised August 31, 2018 Issued Expired May 31, 2019 October 31, 2018 $ 0.80 130,000 — (12,500 ) 117,500 — (117,500) — At May 31, 2019, the weighted-average remaining contractual life of Canadian dollar warrants outstanding was 0.00 years (August 31, 2018 - 0.17). The continuity of US dollar denominated stock purchase warrants for the nine months ended May 31, 2019 is as follows: Expiry Date Price US$ August 31, 2017 Issued August 31, 2018 Exercised Issued Expired May September 30, 2018 – Finder 1.40 15,000 — 15,000 — — (15,000 ) — October 31, 2018 0.80 220,770 — 220,770 — — (220,770 ) — November 2, 2018 1.40 400,000 — 400,000 — — (400,000 ) — July 17, 2019 – Finder 1.40 — 5,000 5,000 — — — 5,000 September 7, 2019 1.40 — 630,000 630,000 — — — 630,000 635,770 635,000 1,270,770 — — (635,770 ) 635,000 |
Schedule of Stock Options Valuation Assumptions | The Company used the Black-Scholes Option Pricing Model to determine the fair values of unit warrants and finder’s warrants issued pursuant to private placements during the years ended August 31, 2018 and 2017 with the following assumptions: May 31, 2019 August 31, 2018 Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 1.78 % 1.47% - 2.04 % Expected stock price volatility 100.00 % 100.00 % Expected life of warrants 0.13 – 2 years 0.08 – 2 years |
Company Overview and Basis of_2
Company Overview and Basis of Presentation (Details Narrative) - CAD ($) | May 31, 2019 | Feb. 28, 2019 | Nov. 30, 2018 | Aug. 31, 2018 | May 31, 2018 | Feb. 28, 2018 | Nov. 30, 2017 | Aug. 31, 2017 | Jun. 13, 2016 |
Accumulated deficit | $ (12,359,169) | $ (11,783,486) | |||||||
Working capital deficiency | (3,358,278) | (3,203,961) | |||||||
Stockholders' equity | (2,618,092) | $ (2,652,596) | $ (2,419,996) | (2,306,865) | $ (2,004,619) | $ (1,859,389) | $ (1,713,130) | $ (1,986,065) | |
Cash liabilities | 3,428,975 | 2,942,457 | |||||||
Accounts payable and accrued liabilities | 1,914,997 | 1,582,691 | |||||||
Advances from related parties/shareholders | 441,796 | 477,509 | |||||||
License assignment fee and accrued interest payable | $ 1,072,182 | $ 882,257 | |||||||
Notox Bioscience Inc [Member] | |||||||||
Purpose of acquiring right percentage | 100.00% |
Reverse Takeover (Details Narra
Reverse Takeover (Details Narrative) - shares | Feb. 22, 2017 | Jun. 28, 2013 |
Exchange Agreement [Member] | ||
Agreement expiration, description | On February 22, 2017, this automatic expiration date was further extended to December 31, 2018, and on December 27, 2018, this date was further extended to December 31, 2020. | |
Tropic Spa Inc [Member] | Common Stock [Member] | ||
Common shares acquired | 39,015,439 | |
Percentage of shares exchange for preferred stock of holding company | 78.00% | |
Subco [Member] | Preferred Stock [Member] | ||
Number of preferred stock for exchange | 39,015,439 |
License Agreement, Net (Details
License Agreement, Net (Details Narrative) - CAD ($) | May 31, 2019 | Aug. 31, 2018 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Accrued and unreimbursed patenting costs | $ 244,017 | $ 227,707 |
License Agreement, Net - Schedu
License Agreement, Net - Schedule of Fair Value and Carrying Value of License Agreement (Details) - License Agreement [Member] | May 31, 2019CAD ($) |
License Agreement | $ 133,212 |
Cash | 131 |
Accrued liabilities | (5,423) |
Capital stock exchanged (50,000,000 shares at US$0.002 per share) | 127,920 |
Fair value of License Agreement | 133,212 |
Acquisition costs | 19,519 |
Assignment fee (US$1,000,000) | 1,347,000 |
Gross carrying value of License Agreement | $ 1,499,731 |
License Agreement, Net - Sche_2
License Agreement, Net - Schedule of Fair Value and Carrying Value of License Agreement (Details) (Parenthetical) | 9 Months Ended | ||
May 31, 2019CAD ($)shares | May 31, 2019USD ($)$ / shares | Aug. 31, 2018CAD ($) | |
License assignment fee payable | $ 1,072,182 | $ 882,257 | |
License Agreement [Member] | |||
Number of shares exchanged | shares | 50,000,000 | ||
Exchanges share, per share value | $ / shares | $ 0.002 | ||
License assignment fee payable | $ 1,000,000 |
License Agreement, Net - Sche_3
License Agreement, Net - Schedule of License Agreement (Details) - CAD ($) | May 31, 2019 | Aug. 31, 2018 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
License Agreement, Gross carrying amount | $ 1,499,731 | $ 1,499,731 |
License Agreement, Accumulated amortization | 515,532 | 374,932 |
License Agreement, Net carrying amount | $ 984,199 | $ 1,124,799 |
License Agreement, Net - Sche_4
License Agreement, Net - Schedule of Amortization Expense on Intangible Assets (Details) - License Agreement [Member] | May 31, 2019CAD ($) |
2019 | $ 46,866 |
2020 | 187,466 |
2020 | 187,466 |
2022 | 187,466 |
2023 | 187,466 |
2024 | 187,469 |
Total | $ 984,199 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - CAD ($) | May 31, 2019 | Aug. 31, 2018 |
Payables and Accruals [Abstract] | ||
Trade payables | $ 1,154,677 | $ 1,412,277 |
Vendor accruals | 760,320 | 170,414 |
Accounts payable and accrued liabilities | $ 1,914,997 | $ 1,582,691 |
Related Party Transactions an_2
Related Party Transactions and Balances (Details Narrative) - CAD ($) | 3 Months Ended | 9 Months Ended | |||
May 31, 2019 | May 31, 2018 | May 31, 2019 | May 31, 2018 | Aug. 31, 2018 | |
Consulting fees | $ 51,220 | $ 5,000 | $ 83,554 | $ 34,396 | |
President [Member] | |||||
Advances payable to related parties | $ 232,000 | $ 232,000 | $ 232,000 | ||
Unsecured bear interest rate | 3.00% | 3.00% | 3.00% | ||
Interest payable to related parties | $ 37,744 | $ 37,744 | $ 32,538 | ||
Chief Executive Officer [Member] | |||||
Advances payable to related parties | 6,828 | 6,828 | 51,000 | ||
Advances from related parties/shareholders | 28,836 | 46,000 | |||
President, CEO, and Former CFO [Member] | |||||
Accounts payable and accrued liabilities related parties | $ 893,867 | 893,867 | $ 1,090,187 | ||
President, and CEO [Member] | |||||
Consulting fees | 87,875 | 356,196 | |||
President and Other Shareholders [Member] | |||||
Interest expense | $ 8,347 | $ 13,721 |
Advances from Shareholders (Det
Advances from Shareholders (Details Narrative) - Shareholder [Member] - CAD ($) | 9 Months Ended | ||
May 31, 2019 | May 31, 2018 | Aug. 31, 2018 | |
Advances payable to shareholders | $ 145,000 | $ 145,000 | |
Unsecured bear interest rate | 3.00% | ||
Interest expense | $ 3,254 | $ 3,254 | |
Accrued interest payable to shareholders | $ 20,224 | $ 16,971 |
License Assignment Fee Payable
License Assignment Fee Payable (Details Narrative) | Oct. 01, 2016USD ($) | May 31, 2019CAD ($) | May 31, 2019USD ($) | May 31, 2019USD ($) | Aug. 31, 2018CAD ($) |
License assignment fee payable | $ 1,072,182 | $ 882,257 | |||
Zoran K Corporation [Member] | |||||
License assignment fee payable and interest payable | $ 1,072,182 | $ 882,257 | |||
Share Exchange Agreement [Member] | Zoran K Corporation [Member] | |||||
Debt interest rate | 24.00% | 24.00% | |||
Interest expense | $ 334,960 | ||||
Share Exchange Agreement [Member] | Zoran K Corporation [Member] | USD Currency [Member] | |||||
License assignment fee payable | $ 1,000,000 | ||||
Debt periodic payment | $ 50,000 | ||||
Gross proceeds from sale of stock | $ 1,000,000 |
Commitments (Details Narrative)
Commitments (Details Narrative) | Jun. 13, 2016$ / shares | Jun. 13, 2016USD ($)shares | May 31, 2019CAD ($) | May 31, 2018CAD ($) | May 31, 2019CAD ($) | May 31, 2018CAD ($) | Aug. 31, 2018CAD ($) |
Premises lease rental | $ 1,042 | $ 7,460 | $ 11,822 | $ 20,599 | |||
Premises Lease [Member] | |||||||
Premises lease rental | 21,000 | ||||||
Consultant [Member] | |||||||
Earnings per share | $ / shares | $ 0.05 | ||||||
Share issued during period | shares | 1,000,000 | ||||||
Consultant [Member] | USD Currency [Member] | |||||||
Share issued during period, value | $ 250,000 | ||||||
MCM Agreement [Member] | |||||||
Accrued remuneration | $ 80,770 | $ 80,770 | $ 80,770 | ||||
Consulting Agreement [Member] | Consultant [Member] | |||||||
Consulting agreement period | 10 years | ||||||
Share issued during period | shares | 20,000,000 | ||||||
Consulting Agreement [Member] | Consultant [Member] | USD Currency [Member] | |||||||
Remuneration | $ 125,000 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) | Nov. 27, 2018CAD ($)$ / sharesshares | Sep. 21, 2017CAD ($)shares | Feb. 28, 2019CAD ($)shares | May 31, 2019CAD ($)$ / sharesshares | Aug. 31, 2018$ / sharesshares | May 31, 2019$ / sharesshares | Sep. 21, 2017$ / shares |
Common stock, shares authorized | shares | 500,000,000 | 300,000,000 | 500,000,000 | ||||
Common stock, shares issued | shares | 57,545,343 | 57,532,843 | 57,545,343 | ||||
Common stock, shares outstanding | shares | 57,545,343 | 57,532,843 | 57,545,343 | ||||
Proceeds from issuance of common stock | $ 109,890 | ||||||
Common Stock [Member] | |||||||
Common stock shares issued during period | shares | 630,000 | 5,000 | |||||
Proceeds from issuance of common stock | $ 830,674 | ||||||
Warrant to purchase, shares | shares | 1 | ||||||
Common stock allocated value | $ 491,041 | ||||||
Share purchase warrants allocated value | $ 339,633 | ||||||
Finder's fees | $ 6,435 | ||||||
Purchase warrant, value | $ 2,581 | ||||||
Shares to be Issued [Member] | |||||||
Common stock shares issued during period | shares | 276,250 | ||||||
Proceeds from issuance of common stock | $ 109,890 | ||||||
Shares to be Issued Upon Warrant Exercise [Member] | |||||||
Common stock shares issued during period | shares | 6,250 | ||||||
Shares issued price per share | $ / shares | $ 0.80 | ||||||
Proceeds from issuance of common stock | $ 5,000 | ||||||
Shares to be Issued At US$1.29 Per Share [Member] | |||||||
Common stock shares issued during period | shares | 120,000 | ||||||
Shares issued price per share | $ / shares | $ 1 | ||||||
Proceeds from issuance of common stock | $ 158,364 | ||||||
Shares to be Issued At US$1.00 Per Share [Member] | |||||||
Common stock shares issued during period | shares | 150,000 | ||||||
Shares issued price per share | $ / shares | $ 1 | ||||||
Proceeds from issuance of common stock | $ 91,092 | ||||||
Stock unit issued, description | Each unit consists of one share of the Company's common stock and one warrant to purchase one share of common stock exercisable at a price of US$1.40 per share for a period of two years. | ||||||
Stock Purchase Warrant [Member] | |||||||
Proceeds from issuance of common stock | $ 110,478 | ||||||
Warrant [Member] | |||||||
Common stock shares issued during period | shares | 12,500 | ||||||
Shares issued price per share | $ / shares | $ 0.80 | ||||||
Proceeds from exercise of warrants | $ 10,000 | ||||||
Warrants outstanding of weighted-average remaining contractual life | 0 years | 2 months 1 day | |||||
Number of warrants issued | shares | 150,000 | 150,000 | |||||
Warrant term | 2 years | 2 years | |||||
USD Currency [Member] | |||||||
Common stock, par share value | (per share) | $ 0.001 | $ 0.001 | |||||
USD Currency [Member] | Common Stock [Member] | |||||||
Shares issued price per share | $ / shares | $ 1 | ||||||
Warrants exercise price per share | $ / shares | $ 1.40 | ||||||
USD Currency [Member] | Warrant [Member] | |||||||
Warrants outstanding of weighted-average remaining contractual life | 2 months 19 days | 7 months 2 days | |||||
Price per share | $ / shares | $ 1.40 |
Stockholders' Deficiency - Sche
Stockholders' Deficiency - Schedule of Stock Purchase Warrants (Details) | 9 Months Ended | 12 Months Ended | |
May 31, 2019$ / sharesshares | Aug. 31, 2018shares | May 31, 2019$ / shares | |
Stock purchase warrants, beginning | 1,270,770 | 635,770 | |
Stock purchase warrants, Exercised | |||
Stock purchase warrants, issued | 635,000 | ||
Stock purchase warrants, expired | (635,770) | ||
Stock purchase warrants, ending | 635,000 | 1,270,770 | |
October 31, 2018 [Member] | |||
Stock purchase warrants price per share | $ / shares | $ 0.80 | ||
Stock purchase warrants, beginning | 117,500 | 130,000 | |
Stock purchase warrants, Exercised | (12,500) | ||
Stock purchase warrants, issued | |||
Stock purchase warrants, expired | (117,500) | ||
Stock purchase warrants, ending | 117,500 | ||
October 31, 2018 [Member] | USD Currency [Member] | |||
Stock purchase warrants price per share | $ / shares | $ 0.80 | ||
Stock purchase warrants, beginning | 220,770 | 220,770 | |
Stock purchase warrants, Exercised | |||
Stock purchase warrants, issued | |||
Stock purchase warrants, expired | (220,770) | ||
Stock purchase warrants, ending | 220,770 | ||
September 30, 2018 - Finder [Member] | USD Currency [Member] | |||
Stock purchase warrants price per share | $ / shares | $ 1.40 | ||
Stock purchase warrants, beginning | 15,000 | 15,000 | |
Stock purchase warrants, Exercised | |||
Stock purchase warrants, issued | |||
Stock purchase warrants, expired | (15,000) | ||
Stock purchase warrants, ending | 15,000 | ||
November 2, 2018 [Member] | USD Currency [Member] | |||
Stock purchase warrants price per share | $ / shares | $ 1.40 | ||
Stock purchase warrants, beginning | 400,000 | 400,000 | |
Stock purchase warrants, Exercised | |||
Stock purchase warrants, issued | |||
Stock purchase warrants, expired | (400,000) | ||
Stock purchase warrants, ending | 400,000 | ||
July 17, 2019 - Finder [Member] | USD Currency [Member] | |||
Stock purchase warrants price per share | $ / shares | $ 1.40 | ||
Stock purchase warrants, beginning | 5,000 | ||
Stock purchase warrants, Exercised | |||
Stock purchase warrants, issued | 5,000 | ||
Stock purchase warrants, expired | |||
Stock purchase warrants, ending | 5,000 | 5,000 | |
September 7, 2019 | USD Currency [Member] | |||
Stock purchase warrants price per share | $ / shares | $ 1.40 | ||
Stock purchase warrants, beginning | 630,000 | ||
Stock purchase warrants, Exercised | |||
Stock purchase warrants, issued | 630,000 | ||
Stock purchase warrants, expired | |||
Stock purchase warrants, ending | 630,000 | 630,000 |
Stockholders' Deficiency - Sc_2
Stockholders' Deficiency - Schedule of Stock Options Valuation Assumptions (Details) - Warrant [Member] | 9 Months Ended | 12 Months Ended |
May 31, 2019 | Aug. 31, 2018 | |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 1.78% | |
Expected stock price volatility | 100.00% | 100.00% |
Minimum [Member] | ||
Risk-free interest rate | 1.47% | |
Expected life of warrants | 1 month 16 days | 29 days |
Maximum [Member] | ||
Risk-free interest rate | 2.04% | |
Expected life of warrants | 2 years | 2 years |