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Share Capital and Equity
3 Months Ended
Mar. 31, 2021
Stockholders Equity Note [Abstract]  
Share Capital and Equity

10.

SHARE CAPITAL AND EQUITY

The Company has authorized an unlimited number of Class A Subordinate Voting Shares (“SVS”), and Class C Multiple Voting Shares (“MVS”), all with no par value. All share classes are included within share capital in the consolidated statements of shareholder’s equity on an as converted basis. Each share class is entitled to notice of and to attend at any meeting of the shareholders, except a meeting of which only holders of another particular class of shares will have the right to vote. All share classes are entitled to receive dividends as, and when declared by the Company, on an as-converted basis, and no dividends will be declared by the Company on any individual class unless the Company simultaneously declares or pays dividends on all share classes. No subdivision or consolidation of any share class shall be made without simultaneously subdividing or consolidating all share classes in the same manner.

 

Class A Subordinate Voting Shares

Holders of Class A Subordinate Voting Shares are entitled to one vote in respect of each SVS.

Class C Multiple Voting Shares

Holders of Class C Multiple Voting Shares are entitled to 800 votes in respect of each MVS.  MVS   will not be convertible into SVS until prior to the later of the date (i) the aggregate number of SVS and MVS held by the Initial Holders (being the MVS holders on their initial issuance) on are reduced to a number which is less than 50% of the aggregate number of SVS and MVS held by the Initial Holders on the date of completion of the RTO with Cannex, and (ii) 3 years following the date of the Business Combination with Cannex.

 

Series

 

Shares outstanding as of

March 31, 2021

 

 

As converted

to SVS Shares

 

Class A – Subordinate Voting Shares

 

 

566,186,697

 

 

 

566,186,697

 

Class C – Multiple Voting Shares

 

 

1,276,208

 

 

 

1,276,208

 

 

 

 

567,462,905

 

 

 

567,462,905

 

 

On November 23, 2020, the Company closed a bought deal prospectus offering of 24,644,500 Units at a price of C$ 0.70 per Unit. Each Unit is comprised of one SVS of the Company and one-half of a SVS purchase warrant.  Each whole warrant entitles the holder to purchase one SVS for a period of two years from the date of issuance at an exercise price of C$ 0.90 per subordinate voting share. Net proceeds from this transaction were $11,557 net of share issuance costs of $690.  

 

Because of the Canadian dollar denominated exercise price, these warrants do not qualify to be classified within equity and are therefore classified as derivative liabilities at fair value through profit or loss “FVTPL”.  On November 23, 2020, the warrants were valued using the Black Scholes option pricing model at $4,229 using the following assumptions: Share Price: C$0.94; Exercise Price: C$0.90; Expected Life: 2 years; Annualized Volatility: 87.73%; Dividend yield: 0%; Discount Rate: 0.16%; C$ Exchange Rate: 1.31.

 

On March 31, 2020, the warrants were revalued using the Black Scholes option pricing model, using the following assumptions:  Share Price: C$1.46; Expected Life:  1.65 years, Annualized Volatility: 93.53%; Dividend yield:  0%; Discount Rate:  0.16%; C$ Exchange Rate: 1.26. The increase in the value of the derivative liability of $2,532 is reflected in the statement of comprehensive loss as a $2,532 loss on the change in fair value of the derivative liability for the three months ended March 31, 2021.