XML 46 R31.htm IDEA: XBRL DOCUMENT v3.22.2.2
Financial Instruments
12 Months Ended
Dec. 31, 2021
Text Block [Abstract]  
Financial Instruments
 
NOTE 26 - FINANCIAL INSTRUMENTS
 
a)
Classification and measurement of financial assets and liabilities by category
The following represents the carrying values of the financial assets and liabilities of the Company and the associated measurement basis for each balance.
 
Financial assets
  
Measurement
basis
 
December 31, 2021
   
December 31, 2020
 
       
 Cash and cash equivalents
   Amortized cost   $ 4,588,057     $ 1,110,889  
       
 Trade and other receivables
1
   Amortized cost     14,329,781       11,224,017  
       
 Long-term receivables
   Amortized cost     740,431       2,536,272  
       
 Derivative asset
   FVTPL     —       131,400  
       
        
$
        19,658,269
 
 
$
        15,002,578
 
       
 Financial liabilities
                   
       
 Bank indebtedness
   Amortized cost   $ 3,460,109     $ 976,779  
       
 Trade payables and accrued liabilities
1
   Amortized cost     12,003,979       12,693,256  
       
 Loans and borrowings
   Amortized cost     13,215,601       13,152,300  
       
 Lease liabilities
2
   Amortized cost     1,045,472       3,945,076  
       
 2019 Debentures - host liability
3
   Amortized cost     22,185,170       19,534,988  
       
 2021 Debentures - host liability
3
   Amortized cost     69,034       —  
       
 2021 Debentures embedded derivative
   FVTPL     41,506       —  
       
 Warrant liability - business acquisition
   FVTPL     709,835       710,924  
       
 Warrant liabilities - derivatives (Note 15)
   FVTPL     7,975,137       —  
       
 Business acquisition payable
   Amortized cost     1,398,972       2,439,529  
       
 Other liabilities
   Amortized cost     —       6,236,415  
       
        
$
        62,104,815
 
 
$
        59,689,267
 
 
 
1
 
Excludes amounts for indirect taxes, income taxes and contract asset, where applicable. Note 27 describes credit risk associated with trade receivables including reconciliation of expected credit loss allowance.
 
 
2
 
Lease liabilities are not subject to classification in the fair value hierarchy.
 
 
3
 
2019 Debentures (Note 14(a)) and 2021 Debentures host liability (Note 14(b)).
Financial instruments not measured at fair value
The carrying values of the financial assets and liabilities where the measurement basis is other than FVTPL approximate their fair values due to the immediate or short-term nature of these instruments considering there have been no significant changes in credit and market interest rates since origination date.
 
b)
Measurement of fair value
The fair value hierarchy establishes three levels to classify the significance of inputs to valuation techniques used in making fair value measurements of all financial assets and liabilities (Note 32(L)). At December 31, 2021 and 2020, there were no financial assets or financial liabilities measured and recognized at fair value on a non-recurring basis subsequent to initial recognition.
The Company’s policy for determining when a transfer between levels of the fair value hierarchy occurs is to assess the impact at the date of the event or change in circumstance that could result in the transfer. During the year ended December 31, 2021, subscriptions payable included in other liabilities of $5,285,997 were transferred from Level 2 to Level 3 on issuance of the 2021 Debentures, of which only $110,540 remain at December 31, 2021 (Note 14(b)). There were no other transfers between levels during the year ended December 31, 2021.
Valuation methodologies used in the measurement of fair value for Level 2 financial assets and financial liabilities
The measurement of Level 2 financial assets and liabilities is made by reference to the inputs used to determine the fair value of each instrument using an appropriate valuation method. The fair value of long-term receivables is based on the present value considering the expected time of collection of the long-term contracts.
The fair value of loans and borrowings approximates their carrying value and has been determined by discounting the contractual cash flows using implied yields of obligations with similar credit risk and maturities. The fair value of the host liability for the 2019 Debentures approximates the carrying value and the fair value was initially calculated using a discount rate of 25% for an equivalent, non-convertible loan at the date of issue. The warrant liability associated with a previous business combination is measured based on the amount of cash that is payable in certain circumstances. A portion of other liabilities at December 31, 2020, represent subscriptions payable and the carrying amount of these balances approximates fair value.
Valuation methodologies used in the measurement of fair value for Level 3 financial liabilities
2021 Debentures
The fair value of the entire financial instrument associated with the 2021 Debentures was determined using a partial differential equation model for convertible debt which considered that the convertible debt consists of two components, each having different default risks. The model calculates the value based on key inputs, which impact the value of the convertible debt including: yield to maturity, principal and coupon payments, share price, exercise price, volatility, term, risk free rates and dividends. The risk adjusted discount rate was applied in determining yield to maturity and this is the most significant unobservable input, and the estimated fair value would increase (decrease) if the risk-adjusted discount rate were lower (higher).
The 2021 Debentures include an embedded derivative for the conversion option. The fair value of the embedded derivative was determined using the same methodology as above adjusted for the nature of the instrument. The embedded derivative includes a foreign currency component which reflects the foreign exchange exposure to convert a USD denominated liability to common shares which are denominated in Canadian dollars. The fair value of the embedded derivative was determined first with the residual of the total fair value of the instrument allocated to the host debt. The embedded derivative will be remeasured at each period end with changes in the fair value recognized in the consolidated statements of loss and comprehensive loss.
The Company determined that at the initial recognition date, which was the date of issuance of the debentures, that the fair value of the financial instruments was in excess of the transaction price for tranches one through five (i.e., the fair value of the proceeds received) and the fair value of the tranche six financial instrument was equal to the proceeds received. There were fluctuations in the fair value inputs that arose in the period between the closing of tranches one through five of the Offering and the date of the actual issuance of the debenture certificates. As such the difference between the fair value and transaction price was deferred at initial recognition and the deferred difference was recognized as a loss as factors including the passage of time were met which required recognition. The reconciliation of the opening to closing balances associated with the 2021 Debentures is presented in Note 14(b) including fair value changes.
The 2021 Debentures were derecognized at July 12, 2021 (with the exception of the US$75,000 principal balance which did not convert) as the instruments were substantially modified, and a new financial liability measured at FVTPL was recognized. The fair value was based on the price of common shares at July 12, 2021 and the warrant value was determined using the Black-Scholes model. These instruments were remeasured directly before conversion to equity. The remaining instruments are warrant liabilities as described following.
Warrant liabilities
With the exception of the warrant liability associated with a previous acquisition, the fair value of warrant liabilities is measured on a recurring basis using the Black-Scholes model based on the quoted price of the Company’s common stock in an active market, expected volatility, expected life and risk-free rate (Note 15).
Business acquisition payable
The business acquisition payable consists of contingent consideration payable, the values of which were determined using a discounted cash flow model based on the present value of probability weighted average amount of expected payments discounted at an appropriate discount rate. The reconciliation of the opening to closing balances for Level 3 fair values are presented in Note 18.