XML 33 R22.htm IDEA: XBRL DOCUMENT v3.22.2.2
Long term strategic contracts
6 Months Ended
Jun. 30, 2022
Long Term Strategic Contracts [Abstract]  
Long term strategic contracts
16. Long term strategic contracts
Marketing Agreement (“MA”)
The Company has engaged a third-party for strategic and promotional services. During the three months ended March 31, 2021 and the six months ended June 30, 2021, the Company issued
 
2,376,425
common shares in settlement of the initial $
25,000,000
. As the shares vested immediately, the full amount of the $
25,000,000
has been recognized as an expense in operating expenses during the the three months ended March 31, 2021 and six months ended June 30, 2021. 
The Company is obligated to issue shares to the value of $1,875,000 quarterly over the second and third year of the contract. During the six months ended June 30, 2022, the Company issued 2,790,014 common shares to settle the first and second quarterly payments.
The Company recognized an expense of $1,363,635 and $2,727,272 during the three and six months ended June 30, 2022, respectively (three and six months ended June 30, 2021—$1,363,636 and $2,727,273) in operating expenses as a sales and marketing expense. As at June 30, 2022, the cash-settled liability is $4,143,938 (December 31, 2021—$5,166,666).
The arrangement can be terminated by the counterparty in certain circumstances, one of which is any change of control of the Company. In that case, the Company is required to settle the agreement in a lump sum payment that consists of all unpaid amounts. As at June 30, 2022, the amount that the Company would be liable for if the contract is terminated is $11,250,000.
Brand Strategy Agreement (“BSA”)
The Company is party to the BSA, whereby the Company receives the services of Shawn C. Carter p/k/a
JAY-Z’s
related promotion and advertising for the remaining
non-cancellable
period of 5 years. The Company is committed to settle $21,500,000 in either cash or common shares at the option of the counterparty over the remaining
non-cancellable
period.
The Company is recognizing the cost associated with the arrangement over the same period it is receiving services.
During the three and six months ended June 30, 2022, the Company recognized an expense of $1,104,167 and $2,208,333, respectively (three and six months ended June 30, 2021—$1,104,167 and $2,208,333, respectively) in operating expenses related to this arrangement and $1,391,898 accounts payable and accrued liabilities as at June 30, 2022 (December 31, 2021—$2,183,565). During the six months ended June 30, 2022, the Company made a cash payment of $3,000,000 (June 30, 2022—$2,000,000).
The agreement can be terminated by the counterparty in certain circumstances, including a change in control of the Company or an involuntary
de-listing.
In these circumstances, the Company will be obligated to pay damages equal to $18,500,000 less the amount already paid under the arrangement. As at June 30, 2022, the amount of damages that the Company would be liable for if the contract is terminated was $13,500,000.