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Other Financial Assets
6 Months Ended
Sep. 30, 2022
Schedule Of Investments [Abstract]  
Other Financial Assets . OTHER FINANCIAL ASSETS

The following table outlines changes in other financial assets. Additional details on how the fair value of significant investments is calculated are included in Note 21.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign

 

 

 

 

 

 

 

 

 

 

 

Balance at

 

 

 

 

 

 

 

 

currency

 

 

 

 

 

Balance at

 

 

 

 

 

March 31,

 

 

 

 

 

Fair value

 

 

translation

 

 

 

 

 

September 30,

 

Entity

 

Instrument

 

2022

 

 

Additions

 

 

changes

 

 

adjustments

 

 

Other

 

 

2022

 

Acreage1

 

Option

 

$

-

 

 

$

-

 

 

$

72,000

 

 

$

-

 

 

$

-

 

 

$

72,000

 

TerrAscend Exchangeable Shares

 

Exchangeable shares

 

 

229,000

 

 

 

-

 

 

 

(175,500

)

 

 

-

 

 

 

-

 

 

 

53,500

 

TerrAscend Canada - October 2019

 

Term loan / debenture

 

 

10,280

 

 

 

-

 

 

 

(220

)

 

 

-

 

 

 

-

 

 

 

10,060

 

TerrAscend Canada - March 2020

 

Term loan / debenture

 

 

49,890

 

 

 

-

 

 

 

(4,870

)

 

 

-

 

 

 

-

 

 

 

45,020

 

Arise Bioscience

 

Term loan / debenture

 

 

13,343

 

 

 

-

 

 

 

(1,584

)

 

 

1,268

 

 

 

-

 

 

 

13,027

 

TerrAscend - October 2019

 

Warrants

 

 

3,730

 

 

 

-

 

 

 

(3,510

)

 

 

-

 

 

 

-

 

 

 

220

 

TerrAscend - March 2020

 

Warrants

 

 

60,740

 

 

 

-

 

 

 

(55,390

)

 

 

-

 

 

 

-

 

 

 

5,350

 

TerrAscend - December 2020

 

Warrants

 

 

3,460

 

 

 

-

 

 

 

(3,020

)

 

 

-

 

 

 

-

 

 

 

440

 

TerrAscend

 

Option

 

 

6,300

 

 

 

-

 

 

 

(4,850

)

 

 

-

 

 

 

-

 

 

 

1,450

 

Wana

 

Option

 

 

372,343

 

 

 

-

 

 

 

(119,161

)

 

 

27,989

 

 

 

-

 

 

 

281,171

 

Jetty

 

Options

 

 

-

 

 

 

90,120

 

 

 

388

 

 

 

6,986

 

 

 

-

 

 

 

97,494

 

Acreage Hempco1

 

Debenture

 

 

28,824

 

 

 

-

 

 

 

(1,769

)

 

 

2,885

 

 

 

(4,218

)

 

 

25,722

 

Other - at fair value through net income (loss)

 

Various

 

 

10,396

 

 

 

-

 

 

 

(3,454

)

 

 

662

 

 

 

-

 

 

 

7,604

 

Other - classified as held for investment

 

Loan receivable

 

 

12,022

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(21

)

 

 

12,001

 

 

 

 

 

$

800,328

 

 

$

90,120

 

 

$

(300,940

)

 

$

39,790

 

 

$

(4,239

)

 

$

625,059

 

1 See Note 26 for information regarding the Acreage Arrangement and Acreage Hempco.

2 See Note 28 for information regarding the Reorganization. Following the implementation of the Reorganization, Canopy USA, as of October 24, 2022, holds an ownership interest in the U.S. cannabis investments previously held by the Company, including, among others, interests in Acreage, Wana, Jetty, and TerrAscend.

Jetty

 

On May 17, 2022, the Company and Lemurian, Inc. (“Jetty”) entered into definitive agreements (the “Jetty Agreements”) providing the Company with the right to acquire up to 100% of the outstanding equity interests in Jetty (i) upon the occurrence of changes in U.S. federal law to permit the general cultivation, distribution, and possession of marijuana, or to remove the regulation of such activities from the federal laws of the United States; or (ii) an earlier date at the Company’s sole discretion (the “Jetty Triggering Event”).

 

The Jetty Agreements are structured as two separate option agreements whereby the Company has the right to acquire up to 100% of the equity interests in Jetty. As consideration for entering into the Jetty Agreements, the Company (i) made an upfront cash payment in the amount of $29,226 (US$22,911), and (ii) issued 8,426,539 common shares with a fair value on closing of $59,123 (US$45,928), for total consideration of $88,349 (collectively, the “Upfront Payment”).

 

The first option agreement is exercisable in two tranches, with the first tranche providing the Company with the option to acquire 52.78% of Jetty’s equity interests, exercisable following the occurrence of the Jetty Triggering Event. The second tranche provides the Company with the option to acquire 25% of Jetty’s equity interests for their fair market value, subject to certain adjustments. Additionally, the Company expects to make deferred payments (the “Deferred Payments”) computed based on a pre-determined contractual formula. The second option agreement provides the Company with the option to acquire 22.22% of Jetty’s equity interests, exercisable following the occurrence of the Jetty Triggering Event.

 

Upon initial recognition, the Company estimated the fair value of the Jetty financial instrument to be $90,120, consisting of (i) the Upfront Payment as noted above; and (ii) the present value of the estimated Deferred Payments.

 

At September 30, 2022, the estimated fair value of the Jetty financial instrument was $97,494, with the change in estimated fair value from initial recognition recorded in other income (expense), net. See Note 21 for additional details on how the fair value of the Jetty financial instrument is calculated on a recurring basis.

 

See Note 28 for information regarding the Company's strategic transactions in connection with the creation of a new U.S.-domiciled holding company, Canopy USA, LLC ("Canopy USA") (the "Reorganization"). Following the implementation of the Reorganization, Canopy USA, as of October 24, 2022, holds the U.S. cannabis investments previously held by the Company, which is expected to enable Canopy USA, following, among other things, the Meeting (as defined below), to exercise its rights to acquire Acreage Holdings, Inc. ("Acreage"), Mountain High Products, LLC, Wana Wellness, LLC and The Cima Group, LLC (collectively, "Wana"), and Jetty.

 

Until such time as the Company or Canopy USA (as applicable) elects to exercise its rights to acquire Jetty and the Company converts the Non-Voting Shares (as defined below) into common shares of Canopy USA, the Company will have no direct or indirect economic or voting interests in Jetty, the Company will not directly or indirectly control Jetty, and the Company and Jetty will continue to operate independently of one another.