0001062993-22-018015.txt : 20220815 0001062993-22-018015.hdr.sgml : 20220815 20220815175604 ACCESSION NUMBER: 0001062993-22-018015 CONFORMED SUBMISSION TYPE: 20-F PUBLIC DOCUMENT COUNT: 133 CONFORMED PERIOD OF REPORT: 20220131 FILED AS OF DATE: 20220815 DATE AS OF CHANGE: 20220815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: C21 Investments Inc. CENTRAL INDEX KEY: 0000831609 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 20-F SEC ACT: 1934 Act SEC FILE NUMBER: 000-55982 FILM NUMBER: 221167271 BUSINESS ADDRESS: STREET 1: SUITE 820, 1075 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 3N9 BUSINESS PHONE: 604-336-8613 MAIL ADDRESS: STREET 1: SUITE 820, 1075 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 3N9 FORMER COMPANY: FORMER CONFORMED NAME: CURLEW LAKE RESOURCES INC DATE OF NAME CHANGE: 20121129 FORMER COMPANY: FORMER CONFORMED NAME: CURLEW LAKE RESOURCES INC /FI DATE OF NAME CHANGE: 19880409 20-F 1 form20f.htm FORM 20-F C21 Investments Inc.: Form 20-F - Filed by newsfilecorp.com
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended January 31, 2022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ______
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report: 
 
 
  Commission file number 000-55982  

C21 Investments Inc.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

19th Floor, 885 West Georgia Street

Vancouver, British Columbia V6E 3H4

Canada
(Address of principal executive offices)

Michael Kidd

C21 Investments Inc.

19th Floor, 885 West Georgia Street

Vancouver, British Columbia V6E 3H4

Canada

Tel: 833-289-2994

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

1


Securities registered pursuant to Section 12(b) of the Act: Not applicable.

Securities registered pursuant to Section 12(g) of the Act:  Common shares, no par value

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:  As at January 31, 2022, 120,047,814 common shares of the Registrant were issued and outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.
Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer, "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act. 

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer

Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. 

The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.       

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP International Financial Reporting Standards as issued ☐ 
by the International Accounting Standards Board
Other ☐

 

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 
Yes ☐  No

2


TABLE OF CONTENTS

INTRODUCTION 5
   
CURRENCY 5
   
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 5
   
Item 1. Identity of Directors, Senior Management and Advisers 6
   
Item 2. Offer Statistics and Expected Timetable 6
   
Item 3. Key Information 6
   
Item 4. Information on the Company 24
   
Item 4A. Unresolved Staff Comments 34
   
Item 5. Operating and Financial Review and Prospects 34
   
Item 6. Directors, Senior Management and Employees 52
   
Item 7. Major Shareholders and Related Party Transactions 60
   
Item 8. Financial Information 61
   
Item 9. The Offer and Listing 62
   
Item 10. Additional Information 63
   
Item 11. Quantitative and Qualitative Disclosures about Market Risk 70
   
Item 12. Description of Securities Other than Equity Securities 71
   
Part II.  
   
Item 13. Defaults, Dividend Arrearages and Delinquencies 71
   
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 71
   
Item 15. Controls and Procedures 71
   
Item 16. [Reserved] 73
   
Item 16A. Audit Committee Financial Expert 73
   
Item 16B. Code of Ethics 73
   
Item 16C. Principal Accountant Fees and Services 73
   
Item 16D. Exemptions from the Listing Standards for Audit Committees 73
   
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 74
   
Item 16F. Changes in Registrant's Certifying Accountant 74

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Item 16G. Corporate Governance 74
   
Item 16H. Mine Safety Disclosure. 74
   
Part III.  
   
Item 17. Financial Statements 74
   
Item 18. Financial Statements 74
   
Item 19. Exhibits 75
   
SIGNATURES 76

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INTRODUCTION

In this annual report on Form 20-F, which we refer to as the "Annual Report", except as otherwise indicated or as the context otherwise requires, the "Company", "we", "our" or "us" or "C21" refers to C21 Investments Inc.  The Company is a "foreign private issuer" as defined in Rule 3b-4 under the United States Securities and Exchange Act of 1934 (the "Exchange Act") and Rule 405 under the United States Securities Act of 1933, as amended. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 thereunder.

CURRENCY

Unless otherwise indicated, all dollar amounts in this Annual Report are in United States dollars. The exchange rate of Canadian dollars into United States dollars, on January 31, 2022 based upon the daily exchange rate as quoted by the Bank of Canada was U.S.$1.00 = Cdn.$1.2719.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report includes "forward-looking information" and "forward-looking statements" within the meaning of Canadian securities laws and United States securities laws collectively, "forward-looking information"). All information, other than statements of historical facts, included in this Annual Report that addresses activities, events or developments that the Company expects or anticipates will or may occur in the future is forward-looking information. Forward-looking information includes, among other things, information regarding: statements relating to the business and future activities of, and developments related to, the Company, including such things as the impact of the novel coronavirus ("COVID-19") pandemic with reductions of operating (including marketing) and capital expenses and revenues, future business strategy, competitive strengths, goals, expansion and growth of the Company's business, operations and plans, including information concerning the completion and timing of the completion of contemplated acquisitions or dispositions, expectations whether such proposed transactions will be consummated on the current terms or otherwise and contemplated timing, expectations and effects of such proposed transactions, including the potential number and location of cultivation and production facilities and dispensaries or licenses therefor to be acquired or sold and markets to be entered into or exited by the Company as a result of completing such proposed transactions, the ability of the Company to successfully achieve its business objectives as a result of completing such proposed acquisitions or dispositions, estimates of future cultivation, manufacturing and extraction capacity, expectations as to the development and distribution of the Company's brands and products, the expansion into additional U.S. and international markets, any potential future legalization of adult-use and/or medical cannabis under U.S. federal law, expectations of market size and growth in the United States and the states in which the Company operates or contemplates future operations and the effect such growth will have on the Company's financial performance, expectations for other economic, business, regulatory and/or competitive factors related to the Company or the cannabis industry generally, and other events or conditions that may occur in the future.

Readers are cautioned that forward-looking information are based on reasonable assumptions, estimates, analysis and opinions of management of the Company at the time they were provided or made in light of their experience and their perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.

Forward-looking information is not a guarantee of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made including among other things assumptions about: the contemplated acquisitions and dispositions being completed on the current terms and current contemplated timeline; development costs remaining consistent with budgets; ability to manage anticipated and unanticipated costs; favorable equity and debt capital markets; the ability to raise sufficient capital to advance the business of the Company; favorable operating and economic conditions; political and regulatory stability; obtaining and maintaining all required licenses and permits; receipt of governmental approvals and permits; sustained labor stability; favorable production levels and costs related to the Company's operations; the pricing of various cannabis products; the level of demand for cannabis products; the availability of third party service providers and other inputs for the Company's operations; the Company's ability to conduct operations in a safe, efficient and effective manner; the ability of the Company to restructure and service its secured debt; the availability of securitized debt financing on terms acceptable to the Company, or at all;  and the ability of the Company's operations to perform and continue in the ordinary course in light of the ongoing COVID-19 pandemic. While the Company considers these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks, uncertainties, contingencies and other factors that could cause actual performance, achievements, actions, events, results or conditions to be materially different from those projected in the forward-looking information. Many assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct.

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Risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information and statements include, among others, risks relating to U.S. regulatory landscape and enforcement related to cannabis, including governmental and environmental regulation, public opinion and perception of the cannabis industry, risks related to the ability to consummate any proposed acquisitions or dispositions on the proposed terms and the ability to obtain requisite regulatory approvals and third party consents and the satisfaction of other conditions, risks related to reliance on third party service providers, the limited operating history of the Company, risks inherent in an agricultural business, risks related to proprietary intellectual property, risks relating to financing activities, risks relating to the management of growth, increasing competition in the cannabis industry, risks associated to cannabis products manufactured for human consumption including health risks, potential product recalls, reliance on key inputs, reliance on a healthy global supply chain, suppliers and skilled labor (the availability and retention of which is subject to uncertainty), cyber-security risks, ability and constraints on marketing products, fraudulent activity by employees, contractors and consultants, risk of litigation and conflicts of interest, and the difficulty of enforcement of judgments and effecting service outside of Canada, risks related to future acquisitions or dispositions, limited research and data relating to cannabis, risks and uncertainties related to the ongoing impact of the COVID-19 pandemic and the continued impact it may have on the global economy and the retail sector, particularly the cannabis retail sector in the states in which the Company operates, risks and uncertainties relating to the Company's President and Chief Executive Officer, Sonny Newman, being the Company's major lender holding security over the Company's principal operating assets in Nevada, as well as those risk factors discussed elsewhere herein, including under "Risk Factors".

Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information will prove to be accurate as actual results and future events could differ materially from those anticipated in such information and statements. Accordingly, readers should not place undue reliance on forward-looking information.

The Company may elect to update such forward-looking information at a future time, it assumes no obligation for doing so except to the extent required by applicable law.

The forward-looking statements or information contained in this Form 20-F are made as of the date of this filing.

PART I.

Item 1. Identity of Directors, Senior Management and Advisers

Not Applicable.

Item 2. Offer Statistics and Expected Timetable

Not Applicable.

Item 3. Key Information

A. [Reserved]

B. Capitalization and Indebtedness

Not Applicable.

C. Reasons for the Offer and Use of Proceeds

Not Applicable.

D. Risk Factors

The following are certain factors relating to the business and securities of the Company. The Company will face a number of challenges and significant risks in the development of its business due to the nature of and present stage of its business. These risks and uncertainties are not the only ones facing the Company. Additional risks and uncertainties not presently known to the Company or currently deemed immaterial by the Company, may also impair the operations of or materially adversely affect the securities of the Company. If any such risks occur, the Company's shareholders could lose all or part of their investment and the business, financial condition, liquidity, results of operations and prospects of the Company could be materially adversely affected. Some of the risk factors described herein are interrelated and, consequently, readers should treat such risk factors as a whole. 

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The acquisition of any of the securities of the Company is speculative, involving a high degree of risk and should be undertaken only by persons whose financial resources are enough to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the securities of the Company should not constitute a major portion of a person's investment portfolio and should only be made by persons who can afford a total loss of their investment.

Risks Related to the Cannabis Industry

While certain U.S. states have enacted medical and/or adult-use cannabis legislation, cannabis continues to be illegal under U.S. federal law, which may subject us to regulatory or legal enforcement, litigation, increased costs and reputational harm.

More than half of the U.S. states have enacted legislation to regulate the sale and use of cannabis on either a medical or adult- use level. However, notwithstanding the permissive regulatory environment of cannabis at the state level, cannabis continues to be categorized as a controlled substance under the U.S. Controlled Substances Act of 1970 ("CSA"), and as such, activities within the cannabis industry are illegal under U.S. federal law. It is also illegal to aid or abet such activities or to conspire to attempt to engage in such activities. Financing businesses in the cannabis industry may be deemed aiding and abetting an illegal activity under federal law. If such an action were brought, we may be forced to cease operations and our investors could lose their entire investment. Such an action would have a material negative effect on our business and operations.

Individual U.S. state laws do not always conform to U.S. federal regulatory standards, or to other U.S. state laws. A number of states have decriminalized marijuana to varying degrees, other states have created exemptions specifically for medical cannabis, and several have both decriminalized and/or created medical marijuana exemptions. Several states have also legalized the recreational use of cannabis. Variations exist among states that have legalized, decriminalized or created medical marijuana exemptions. For example, Oregon and Colorado have limits on the number of marijuana plants that can be home grown. In most states, the cultivation of marijuana for personal use continues to be prohibited except for those states that allow small-scale cultivation by the individual in possession of a medical marijuana license or that person's caregiver. Even in those states in which the use and commercialization of marijuana has been legalized, its use remains a violation of U.S. federal law.

The Company is currently aware of 37 states of the United States, the District of Columbia, and four out of five U.S. territories, that have laws and/or regulations that recognize, in one form or another, legitimate medical uses for cannabis and consumer use of cannabis in connection with medical treatment. Many other states are considering similar legislation. Additionally, the sale and adult-use of recreational cannabis is legal in 17 U.S. states and the District of Columbia, including: Alaska, Arizona, California, Colorado, Illinois, Maine, Massachusetts, Michigan, Montana, Nevada, New Jersey, New Mexico, New York, Oregon, Vermont, Virginia and Washington. At the federal level, however, cannabis currently remains a Schedule I controlled substance under the CSA. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the United States, and a lack of accepted safety for the use of the drug under medical supervision. As such, even in those states in which marijuana is legalized under state law, the manufacture, importation, possession, use or distribution of cannabis remains illegal under U.S. federal law.

Although the Company's activities are in compliance with applicable state and local law, strict compliance with state and local laws with respect to cannabis may neither absolve the Company of liability under U.S. federal law, nor may it provide a defense to any federal proceeding which may be brought against the Company. Any such proceedings brought against the Company may adversely affect the Company's operations and financial performance.

The Company could face a number of operational risk and may not be adequately insured for such risks.

The Company will be affected by a number of operational risks and may not be adequately insured for certain risks, including: labor disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws or regulations, natural phenomena, such as inclement weather conditions, floods, earthquakes and ground movements. There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the Company's properties, grow facilities and extraction facilities, personal injury or death, environmental damage, adverse impacts on the Company's operations, costs, monetary losses, potential legal liability and adverse governmental action, any of which could have an adverse impact on the Company's future cash flows, earnings and financial condition.

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Proceeds from the Company's financings could be considered proceeds of crime which may restrict the Company's ability to pay dividends or effect other distributions to its shareholders.

Currently, the Company engages in the manufacture, distribution, possession and sale of cannabis in the U.S. medical and recreational cannabis markets, and therefore the enforcement of U.S. federal laws is a significant risk to the Company. Unless and until the U.S. Congress amends the CSA (or the Drug Enforcement Agency ("DEA") reschedules or de-schedules cannabis), there is a risk that U.S. federal authorities, including the United States Attorney's Office for the District of Oregon and the District of Nevada, may enforce current federal law, and the Company may be deemed to be possessing, manufacturing, and trafficking marijuana in violation of U.S. federal law. Such activities also may serve as the basis for the prosecution of other crimes, such as those prohibited by the money laundering statutes, the unlicensed money transmitter statute, and the U.S. Currency and Foreign Transactions Reporting Act of 1970 ("Bank Secrecy Act"). Additionally, the Company may be deemed to be facilitating the sale or distribution of drug paraphernalia in violation of U.S. federal law with respect to the Company's current or proposed business operations. As to the timing or scope of any such potential amendments to the CSA, there can be no assurances to when or if any potential amendments will be enacted. Active enforcement of the current federal statutory laws and regulatory rules regarding cannabis may thus directly and/or indirectly and adversely affect the Company's future operations, cash flows, earnings, and financial condition.

The Company could face (i) seizure of its cash and other assets used to support or derived from its cannabis subsidiaries; and (ii) the arrest of its employees, directors, officers, managers and investors, who could face charges of ancillary criminal violations of the CSA for aiding and abetting and conspiring to violate the CSA by virtue of providing financial support to state-licensed or permitted cultivators, processors, distributors, and/or retailers of cannabis. Additionally, as has recently been affirmed by U.S. Customs and Border Protection, employees, directors, officers, managers and investors of the Company who are not U.S. citizens face the risk of being barred from entry into the United States for life.

Management may not be able to predict all new emerging risks or how such risks may impact actual results of the Company in the highly regulated, highly competitive and rapidly evolving U.S. cannabis industry.

As a result of the conflicting views between individual state governments and the U.S. federal government regarding cannabis, investments in U.S. cannabis businesses are subject to inconsistent legislation and regulation. The response to this inconsistency was addressed in August 2013 when then U.S. Deputy Attorney General, James Cole, authorized the Cole Memo (as defined herein) addressed to all United States Attorneys acknowledging that, notwithstanding the designation of cannabis as a controlled substance at the federal level in the U.S., several U.S. states have enacted laws relating to cannabis for medical purposes. The Cole Memo outlined certain priorities for the U.S. Department of Justice relating to the prosecution of cannabis offenses. In particular, the Cole Memo noted that in jurisdictions that have enacted laws legalizing cannabis in some form, and that have also implemented strong and effective regulatory and enforcement systems to control the cultivation, distribution, sale and possession of cannabis, that conduct in compliance with those laws and regulations is less likely to be a priority at the federal level.

On January 4, 2018, Jeff Sessions, the U.S. Attorney General at the time, issued the Sessions Memo (as defined herein) to all United States Attorneys, which rescinded the Cole Memo in its entirety. The Sessions Memo provided that in deciding which marijuana activities to prosecute under U.S. federal laws, prosecutors should follow the same well-established principles that govern all U.S. federal prosecutions. Following the release of the Sessions Memo, the fate of state-legal cannabis is uncertain, and the risk of prosecution varies from state to state based on the posture, priorities and resources of each United States Attorney's Office for each applicable state.

Although the Cole Memo was rescinded, one legislative safeguard for the medical cannabis industry, appended to federal appropriations legislation, remains in place. Currently referred to as the "Rohrabacher-Blumenauer Amendment", this so-called "rider" provision has been appended to the Consolidated Appropriations Acts every year since fiscal year 2015. Under the terms of the Rohrabacher-Blumenauer rider, the federal government is prohibited from using congressionally appropriated funds to enforce federal cannabis laws against regulated medical cannabis actors operating in compliance with state and local law. On December 20, 2019, then President Donald Trump signed the Consolidated Appropriations Act, 2020 which included the Rohrabacher-Blumenauer Amendment, which prohibits the funding of federal prosecutions with respect to medical cannabis activities that are legal under state law. On December 27, 2020, the omnibus spending bill passed including the Rohrabacher-Blumenauer Amendment, extending its application until September 30, 2021.  The Amendment was then renewed through a series of stopgap spending bills on September 30, 2021, December 3, 2021, February 18, 2022, and March 11, 2022.  On March 15, 2022, the Amendment was renewed through the signing of the fiscal year 2022 omnibus spending bill, extending previous funding levels and riders, including the Rohrabacher-Blumenauer Amendment. There can be no assurances that the Rohrabacher-Blumenauer Amendment will be included in future appropriations bills to prevent the federal government from using congressionally appropriated funds to enforce federal cannabis laws against regulated medical cannabis actors operating in compliance with state and local law.

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On March 11, 2021, Merrick Garland was sworn in as the U.S. Attorney General. During his campaign, President Biden stated a policy goal to decriminalize possession of cannabis at the federal level, but he has not publicly supported the full legalization of cannabis. In response to questions posed by Senator Cory Booker, Merrick Garland stated during a February 2021 congressional testimony that he would reinstitute a version of the Cole Memo. He reiterated the statement that the Justice Department under his leadership would not pursue cases against Americans "complying with the laws in states that have legalized and are effectively regulating marijuana", in written responses to the Senate Judiciary Committee provided around March 1. It is not yet known whether the Department of Justice under President Biden and Attorney General Garland, will re-adopt the Cole Memo or announce a substantive marijuana enforcement policy. Justice Garland indicated at a confirmation hearing before the United States Senate that it did not seem to him to be a useful use of limited resources to pursue prosecutions in states that have legalized and that are regulating the use of marijuana, either medically or otherwise.  It is unclear what impact, if any, the current administration will have on U.S. federal government enforcement policy on cannabis.

In October 2021, in a letter from U.S. Senators Corey Booker and Elizabeth Warren to Attorney General Garland, the Senators advocated the federal decriminalization of cannabis by removing cannabis from the CSA's list of controlled substances.  To date, Attorney General Garland and the Department of Justice have not publicly responded to the Senators' letter.  Further, there is no guarantee that state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. Unless and until the United States Congress amends the CSA with respect to cannabis (and as to the timing or scope of any such potential amendments there can be no assurance), there is a risk that federal authorities may enforce current U.S. federal law.

Given the conflict of laws and regulations, there is no certainty as to how the U.S. Department of Justice ("DOJ"), Federal Bureau of Investigation and other government agencies will handle cannabis matters in the future. There can be no assurance that the Biden Administration would not change the current enforcement policies, priorities and resources and choose to enforce the subject federal laws. The Company regularly monitors ongoing developments in this regard.

Violations of any laws and regulations could result in significant fines, penalties, administrative sanctions, forfeiture, convictions or settlements arising from civil proceedings conducted by either the federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities or divestiture. This could have a material adverse effect on the Company, including its reputation and ability to conduct business, its title (directly or indirectly) to cannabis licenses in the United States, the listing of its securities on various stock exchanges, its financial position, its operating results, and profitability or liquidity or the market price of its publicly traded shares. In addition, it is difficult for the Company to estimate the time or resources that would be needed for the investigation of any such matters or the final resolution of such matters because, in part, the time and resources that may be needed are dependent on the nature and extent of any information requested and degree of enforcement by the applicable authorities involved, and such time or resources could be substantial.

As a company listed on the Canadian Securities Exchange (the "CSE"), the Company accesses the Canadian capital markets on a public and private basis, and any capital raised may be utilized for the ongoing operations of its U.S. holdings that operate in the U.S. cannabis industry. There is no assurance that the Company will be successful, in whole or in part, in raising funds, particularly if the U.S. federal authorities change their position toward enforcing the CSA. Further, access to funding from residents, citizens, venture capital, private equity and banks in the United States may be limited due to their unwillingness to be associated with activities that violate U.S. federal laws. Notwithstanding the above, the SAFE Banking Act (as defined herein) would be a positive development for the industry and access to move affordable banking and lending.

Changes to current laws and regulation may impose substantial costs on the Company.

Local, state and federal cannabis laws and regulations in the United States are broad in scope and subject to evolving interpretations, which could require the Company to incur substantial costs associated with compliance or alter certain aspects of its business plan. In addition, violations of these laws, or allegations of such violations, could disrupt certain aspects of the Company's business plan and result in a material adverse effect on certain aspects of the Company's planned operations. Furthermore, it is possible that regulations may be enacted in the future that will be directly applicable to certain aspects of the Company's cannabis business. The Company cannot predict the nature of any future laws, rules, regulations, resolutions, declarations, policy positions, interpretations or applications, nor can it determine what affect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on the Company's business.

9


Further, there is no guarantee that state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. If the federal government begins to enforce federal laws relating to cannabis in states where the sale and use of cannabis is currently legal, or if existing applicable state laws are repealed or curtailed, the Company's business, results of operations, financial condition and prospects would be materially adversely affected.

The Company is aware that multiple states are considering special taxes or fees on businesses in the marijuana industry. It is a potential yet unknown risk at this time that other states are in the process of reviewing such additional fees and taxation. This could have a material adverse effect on the Company's business, results of operations, financial condition and prospects.

Beginning in September 2019, the United States media began reporting on potential vape related illnesses and death based on conditions resembling pneumonia, that consumers of flavored nicotine and flavored THC vaping products were experiencing. Vaping product sales are a material source of revenue for the Company. Although there has been no conclusive medical or scientific determination as to the cause of the subject conditions, management believes that the Company's products do not contain any of the components or chemicals, including but not limited to vitamin E acetate, which were implicated as possible sources of the condition, and which were identified by the CDC based on laboratory findings released on November 8, 2019. Out of an abundance of caution, governors of certain US states took precautionary, short-term actions until a more conclusive link between vaping products and the condition is determined; as mentioned herein, Oregon was one of those states until the State was forced to lift its ban by court order on January 16, 2020.

The cannabis industry is subject to extensive controls and regulations, which may significantly affect the financial condition of market participants, including the Company.

The Company operates in a new industry which is highly regulated, highly competitive and evolving rapidly. As such, new risks may emerge, and management may not be able to predict all such risks. The Company incurs ongoing costs and obligations related to regulatory compliance. Failure to comply with regulations may result in additional costs for corrective measures, penalties or in restrictions of operations. In addition, changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of the Company.

Further, the Company may be subject to a variety of claims and lawsuits. Adverse outcomes in some or all of these claims may result in significant monetary damages or injunctive relief that could adversely affect its ability to conduct its business.

Litigation and other claims are subject to inherent uncertainties and management's view of these matters may change in the future. A material adverse impact on the Company's financial statements could also occur for the period in which the effect of an unfavorable outcome becomes probable and reasonably estimable.

The cannabis industry is subject to extensive controls and regulations, which may significantly affect the financial condition of market participants. The marketability of any product may be affected by numerous factors that are beyond the control of the Company and which cannot be predicted, such as changes to government regulations, including those relating to taxes and other government levies which may be imposed. Changes in government levies, including taxes, could reduce the Company's earnings on investments and could make future capital investments or the Company's operations uneconomic.

The cannabis industry is also subject to numerous legal challenges, which may significantly affect the financial condition of market participants in the industry, such as the Company, which cannot be readily predicted.

Regulatory scrutiny of the Company's industry may negatively impact its ability to raise additional capital.

The Company's business activities rely on newly established and/or developing laws and regulations. These laws and regulations are rapidly evolving and subject to change with minimal notice. Regulatory changes may adversely affect the Company's profitability or cause it to cease operations entirely. The cannabis industry may come under the scrutiny or further scrutiny by the U.S. Food and Drug Administration, Securities and Exchange Commission, the DOJ, the Financial Industry Regulatory Authority or other federal, applicable state or nongovernmental regulatory authorities or self-regulatory organizations that supervise or regulate the production, distribution, sale or use of cannabis for medical or nonmedical purposes in the United States.

10


It is impossible to determine the extent of the impact of any new laws, regulations or initiatives that may be proposed, or whether any proposals will become law. The regulatory uncertainty surrounding the Company's industry may adversely affect the business and operations of the Company, including without limitation, the costs to remain compliant with applicable laws and the impairment of its ability to raise additional capital, which could reduce, delay or eliminate any return on investment in the Company.

The Company's operations in the U.S. are subject to applicable anti-money laundering laws and regulations.

The Company is subject to a variety of laws and regulations domestically and in the United States that involve money laundering, financial record keeping and proceeds of crime, including the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended and the rules and regulations thereunder, and any related or similar rules, regulations or guidelines, issued, administered or enforced by governmental authorities in the United States and Canada.

In the event that any of the Company's operations, or any proceeds thereof, any dividends or distributions therefrom, or any profits or revenues accruing from such operations in the United States were found to be in violation of money laundering legislation or otherwise, such transactions may be viewed as proceeds of crime under one or more of the statutes noted above or any other applicable legislation. This could restrict or otherwise jeopardize the ability of the Company to declare or pay dividends, effect other distributions or subsequently repatriate such funds back to Canada. Furthermore, while there are no current intentions to declare or pay dividends on C21's common shares in the foreseeable future, in the event that a determination was made that the Company's proceeds from operations (or any future operations or investments in the United States) could reasonably be shown to constitute proceeds of crime, the Company may decide or be required to suspend declaring or paying dividends without advance notice and for an indefinite period of time.

The Company's operations and any proceeds thereof may be considered proceeds of crime since cannabis remains illegal federally in the United States. This restricts the ability of the Company to declare or pay dividends, effect other distributions or subsequently repatriate such funds back to Canada. Furthermore, while the Company has no current intention to declare or pay dividends on its shares in the foreseeable future, the Company may decide or be required to suspend declaring or paying dividends without advance notice and for an indefinite period of time in response to factors outside of the Company's control.

The Company may have difficulty accessing the services of banks and processing credit card payments in the future, which may make it difficult to operate. To mitigate this risk, the Company has maintained banking relations with three private credit unions in states where cannabis has been legalized at the state level, including Partners Colorado Credit Union (Colorado), Salal (Washington State) and Greater Nevada Credit Union (Nevada). Through these private credit unions, the Company is able to access bank services to support its Oregon and Nevada cannabis operations. 

Losing access to traditional banking could have a significant effect on our ability to conclude financings and achieve returns.

Since the use of cannabis is illegal under U.S. federal law, there is a strong argument that banks cannot accept for deposit funds from businesses involved with the cannabis industry. Consequently, businesses involved in the cannabis industry often have difficulty finding a bank willing to accept their business. The inability to open or maintain traditional bank accounts may make it difficult to operate the Company's cannabis business. To mitigate this risk, the Company has maintained banking relations with three private credit unions in states where cannabis has been legalized at the state level, including Partners Colorado Credit Union (Colorado), Salal (Washington State) and Greater Nevada Credit Union (Nevada). Through these private credit union banks, the Company can access comprehensive banking services including cash management checking accounts, ACH transfer processing, cash pick-up and delivery services, debit card and credit card processing, online banking, and processing of bank wires and transfers.

The February 2014 U.S. Department of the Treasury Financial Crimes Enforcement Network ("FinCEN") Guidance (as defined herein), sets forth certain circumstances whereby it is permissible for banks to provide services to cannabis-related businesses without risking prosecution for violation of federal money laundering laws. However, as discussed above, most banks and other financial institutions do not feel comfortable providing banking services to cannabis-related businesses, or relying on the FinCEN Guidance which could be revoked at any time by the Biden Administration. In addition to the foregoing, banks may refuse to process debit card payments and credit card companies generally refuse to process credit card payments for cannabis-related businesses.

11


Accordingly, the Company may have limited or no access to banking or other financial services in the U.S. in the future and may have to operate the Company's U.S. business on a cash-only basis. In addition, federal money laundering statutes and Bank Secrecy Act regulations discourage financial institutions from working with any organization that sells a controlled substance, regardless of whether the state it resides in permits cannabis sales. While the United States House of Representatives has passed the SAFE Banking Act, which would permit commercial banks to offer services to cannabis companies that are in compliance with state law, it remains under consideration by the Senate, and if Congress fails to pass the SAFE Banking Act, the Company's inability, or limitations on the Company's ability, to open or maintain bank accounts, obtain other banking services and/or accept credit card and debit card payments, may make it difficult for the Company to operate and conduct its business as planned or to operate efficiently.  The prospects of the SAFE Banking Act, or some permutation thereof, becoming law is uncertain as of the date of this Annual Report.

The Company's operations in the United States may be subject to heightened scrutiny.

The Company's existing operations in the United States cannabis market, and any future interests, may become the subject of heightened scrutiny by regulators, stock exchanges, clearing agencies or other authorities in Canada. As a result, the Company may be subject to significant direct and indirect interaction with public officials. There can be no assurance that this heightened scrutiny will not in turn lead to the imposition of certain restrictions on the Company's ability to invest in the United States or any other jurisdiction.

Given the heightened risk profile associated with cannabis in the United States, it was previously reported by certain publications in Canada that the Canadian Depository for Securities Limited may implement policies that would see its subsidiary, CDS Clearing and Depository Services Inc. ("CDS"), refuse to settle trades for cannabis issuers that have investments in the United States. The TMX Group, the owner and operator of CDS, subsequently issued a statement on August 17, 2017, reaffirming that there is no CDS ban on the clearing of securities of issuers with cannabis-related activities in the United States, despite media reports to the contrary, and that the TMX Group was working with regulators to arrive at a solution that will clarify this matter, which would be communicated at a later time.

On February 8, 2018, following discussions with the Canadian Securities Administrators and recognized Canadian securities exchanges, the TMX Group announced the signing of a Memorandum of Understanding (the "TMX MOU") with Aequitas NEO Exchange Inc., the CSE, the Toronto Stock Exchange and the TSX Venture Exchange (the "TSXV"). The TMX MOU outlines the parties' understanding of Canada's regulatory framework applicable to the rules, procedures and regulatory oversight of the exchanges and CDS as it relates to issuers with cannabis-related activities in the United States.

The TMX MOU confirms, with respect to the clearing of listed securities, that CDS relies on the exchanges to review the conduct of listed issuers. As a result, there is no CDS ban on the clearing of securities of issuers with cannabis-related activities in the United States. However, there can be no guarantee that this approach to regulation will continue in the future. If such a ban were to be implemented, it would have a material adverse effect on the ability of holders of common shares to make and settle trades. In particular, the common shares would become highly illiquid and until an alternative was implemented investors would have no ability to affect a trade of common shares through the facilities of a stock exchange.

Unfavorable publicity or consumer perception of cannabis may have an adverse effect on the demand for our products.

The Company believes the adult-use and medical cannabis industries are highly dependent upon consumer perception regarding the safety, efficacy and quality of the cannabis produced. Consumer perception can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of cannabis products. There can be no assurance that future scientific research or findings, regulatory investigations, litigation, media attention or other publicity will be favorable to the cannabis market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory investigations, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier research reports, findings or other publicity could have a material adverse effect on the demand for adult-use or medical cannabis and on the business, results of operations, financial condition, cash flows or prospects of the Company. Further, adverse publicity reports or other media attention regarding the safety, efficacy and quality of cannabis in general, or associating the consumption of adult-use and medical cannabis with illness or other negative effects or events, could have such a material adverse effect. There is no assurance that such adverse publicity reports, findings or other media attention will not arise.

12


Public opinion may result in a significant influence over the regulation of the cannabis industry in Canada, the United States or elsewhere. A negative shift in the public's perception of cannabis in the United States, or any other applicable jurisdiction could affect future legislation or regulation. Among other things, such a shift could cause state jurisdictions to abandon initiatives or proposals to legalize medical cannabis, thereby limiting the number of new state jurisdictions into which the Company could expand. Any limits on future expansion may have a material adverse effect on the Company's business, financial condition, and results of operations.

State and local laws and regulations may heavily regulate brands and forms of cannabis products and there is no guarantee that the Company's current and proposed brands and products will remain or be approved for sale and distribution in any state.

States generally only allow the manufacture, sale and distribution of cannabis products that are grown in that state and may require advance notice of such products. Certain states and local jurisdictions have promulgated certain requirements for approved cannabis products based on the form of the product and the concentration of the various cannabinoids in the product. While the Company will continue to follow the guidelines and regulations of each applicable state and local jurisdiction in preparing products for sale and distribution, there is no guarantee that such future products will be approved to the extent necessary. For the products that are approved, there is a risk that any state or local jurisdiction may revoke its approval for such products based on changes in laws or regulations or based on its discretion or otherwise.

The business premises of the Company are a target for theft, which may have an adverse impact on its financial condition and results of operations.

The business premises of the Company are a target for theft. While the Company has implemented security measures and continues to monitor and improve its security measures, its cultivation, processing, distribution and dispensary facilities could be subject to break-ins, robberies and other breaches in security. If there was a breach in security and the Company fell victim to a robbery or theft, the loss of cannabis plants, cannabis oils, cannabis flowers, cannabis products, cultivation and processing equipment, and cash could have a material adverse impact on the business, financials condition, results of operation and property of the Company.

As the Company's business involves the movement and transfer of cash which is collected from third parties or deposited into its bank, there is a risk of theft or robbery during the transport of cash. The Company engages security firms to provide armed guards and security in the transport and movement of large amounts of cash. While the Company has taken robust steps to prevent theft or robbery of cash during transport, there can be no assurance that there will not be a security breach during the transport and the movement of cash involving the theft of product or cash.

The Company has historically relied on access to both public and private capital in order to support its continuing operations, and the Company expects to continue to rely on the capital markets to finance its business.

Although such business carries a higher degree of risk, and despite the legal standing of cannabis businesses pursuant to U.S. federal laws, Canadian based issuers involved in the U.S. state-legal cannabis industry have been successful in raising substantial amounts of private and public financing. However, there is no assurance the Company will be successful, in whole or in part, in raising funds in the future, particularly if the U.S. federal authorities change their position toward enforcing the CSA. Further, access to funding from U.S. residents may be limited due to their unwillingness to be associated with activities which violate U.S. federal laws.

As consumer perceptions of cannabis evolve, the Company may face unfavorable publicity or consumer perception.

The state-legal cannabis industry in the U.S. is at an early stage of its development. Cannabis has been, and will continue to be, a controlled substance for the foreseeable future. Consumer perceptions regarding legality, morality, consumption, safety, efficacy and quality of cannabis are mixed and evolving. Consumer perception can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of cannabis products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the cannabis market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for cannabis and on the business, results of operations, financial condition and cash flows of the Company. Further, adverse publicity reports or other media attention regarding cannabis in general or associating the consumption of cannabis with illness or other negative effects or events, could have such a material adverse effect. Public opinion and support for medical and adult-use cannabis use has traditionally been inconsistent and varies from jurisdiction to jurisdiction. While public opinion and support appears to be rising for legalizing medical and adult-use cannabis, it remains a controversial issue subject to differing opinions surrounding the nature of legalization (for example, support for legalization of medical versus recreational cannabis). The Company's ability to maintain and increase market acceptance of its company and products may require substantial expenditures on investor relations, strategic relationships and marketing initiatives. There can be no assurance that such initiatives will be successful, and their failure may have an adverse effect on the Company.

13


Product liability claims or regulatory actions against the Company could result in increased costs, could adversely affect the Company's reputation with its clients and consumers generally, and could have a material adverse effect on the business.

As a manufacturer and distributor of products designed to be ingested by humans, the Company faces an inherent risk of exposure to product liability claims, regulatory action and litigation if its products are alleged to have caused significant loss or injury. This is particularly true in light of the United States media news, beginning in September 2019, regarding potential vaporizer (vape) related illnesses and deaths. The Company closely monitors the news reports on this topic, including results from the investigations being conducted by the CDC, and put out a statement over its social media feed on September 11, 2019 confirming its commitment to consumer safety, discussing the rigorous quality control and testing of its products, and explaining that none of its vape products are manufactured with vitamin E acetate, or any other additives, thickeners or agents. The Company further disclosed its complete ingredient list for all of its vape products. In addition, the manufacture and sale of marijuana involve the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Previously unknown adverse reactions resulting from human consumption of marijuana alone or in combination with other medications or substances could occur. As a manufacturer, distributor and retailer of adult-use and medical marijuana, or in its role as an investor in or service provider to an entity that is a manufacturer, distributor and/or retailer of adult-use or medical marijuana, the Company may be subject to various product liability claims, including, among others, that the marijuana product caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against the Company could result in increased costs, could adversely affect the Company's reputation with its clients and consumers generally, and could have a material adverse effect on the business, results of operations, financial condition or prospects of the Company. There can be no assurances that the Company will be able to maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to maintain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of the Company's potential products or otherwise have a material adverse effect on the business, results of operations, financial condition or prospects of the Company.

As the cannabis industry is nascent, expectations regarding the development of the market may not be accurate and may change.

Due to the early stage of the state-legal cannabis industry, forecasts regarding the size of the industry and the sales of products are inherently subject to significant unreliability. A failure in the demand for products to materialize as a result of competition, technological change or other factors could have a material adverse effect on the business, results of operations and financial condition of the Company.

The cultivation, extraction and processing of cannabis and derivative products is dependent on a number of key inputs and their related costs which relies on a health supply chain.

Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could materially impact the business, financial condition and operating results of an operator. Some of these inputs may only be available from a single supplier or a limited group of suppliers.  If a single source supplier were to go out of business, an operator might be unable to find a replacement for such source in a timely manner or at all. Any inability to secure required supplies and services or to do so on appropriate terms could have a materially adverse impact on the business, financial condition and operating results of an operator, and consequently, the Company.  Given the recent, systemic issues with the global supply chain, there is an increased risk of interruption or negative change in the availability of key inputs the Company relies upon which could materially adversely impact the Company in the current supply chain environment and into the foreseeable future.

14


Operational and General Business Risks

The Company's business, operations  and  financial  condition  could  be  materially  and  adversely  affected  by outbreaks of  epidemics or  pandemics  or  other  health  crises,  including  the  ongoing impacts and implications of  COVID-19.

On January 30, 2020, the World Health Organization ("WHO") declared the outbreak a public health event of international concern, and on March 11, 2020, the WHO declared the COVID-19 outbreak a pandemic. Since the beginning of the outbreak of COVID-19, there have been a large number of temporary business closures, quarantines and a general reduction in consumer activity worldwide. The COVID-19 outbreak has caused companies and various international jurisdictions to impose significant travel, gathering and other public health restrictions. The impact of COVID-19 on global supply chains has evolved over the last two years and continues to evolve. The speed and extent of the spread of COVID-19 (which for purposes of this Annual Report, where applicable, includes any variants thereof), and the duration and intensity of resulting business disruption, local and international, and related financial and social impact, remain uncertain. Further, the extent and manner to which COVID-19, and measures taken by governments, the Company or others to attempt to reduce the spread of COVID-19, may affect the Company cannot be predicted with certainty. The Company cannot estimate whether any  additional restrictions will be imposed on its activities or whether any additional measures will be taken by governments (including measures that result in the suspension or reduction of the Company's operations) and the potential financial and operational impact thereof, including impact on employee health, workforce productivity and availability, travel restrictions, supply availability, ability to sell or deliver product and  the availability of insurance and the cost thereof.  COVID-19 may continue to materially impact the Company, including its ability, and the ability of its suppliers and distributors, to effectively manage the restrictions, limitations and health issues presented by the COVID-19 pandemic, the ability to continue its production, distribution and wholesale sale of its products and the demand for and use of its products by consumers, disruptions to the global and local economies due to related stay-at-home orders, quarantine policies and restrictions on travel, trade and business operations and a reduction in discretionary consumer spending.

Such public health crises can result in volatility and disruptions in global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk and inflation. The risks to the Company of such public health crises also include risks to employee health and safety, a slowdown or temporary suspension of operations, increased labor costs, regulatory changes, political or economic instabilities or civil unrest. Similarly, the Company's ability to obtain financing and the ability of the Company's vendors, suppliers, consultants and partners to meet their obligations to the Company may be impacted as a result of the ongoing COVID-19 pandemic and the continued efforts to contain the virus, most notably in China. Consequently, the continuing COVID-19 pandemic or potential future public health crises may have a material adverse effect on the Company's business, results of operations and financial condition. The extent to which COVID-19 and any other pandemic or public health crisis impacts the Company's business, affairs, operations, financial condition, liquidity, availability of credit and results of operations will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of and the actions required to continue to contain COVID-19 or mitigate its impact.

The Company may pursue strategic acquisitions in the future, which may be unsuccessful or result in other costs to the Company.

As part of the Company's overall business strategy, the Company may pursue select strategic acquisitions which would provide additional product offerings, vertical integrations, additional industry expertise, and a stronger industry presence in both existing and new jurisdictions. Future acquisitions may expose the Company to potential risks, including risks associated with (a) the integration of new operations, services and personnel; (b) unforeseen or hidden liabilities; (c) the diversion of resources from the Company's existing business and technology; (d) potential inability to generate sufficient revenue to offset new costs; (e) the expenses of acquisition; or (f) the potential loss of or harm to relationships with both employees and existing users resulting from its integration of new business. In addition, any proposed acquisitions may be subject to regulatory approval.

While the Company intends to conduct reasonable due diligence in connection with such strategic acquisitions, there are risks inherent in any acquisition. Specifically, there could be unknown or undisclosed risks or liabilities of such entities or assets for which the Company is not sufficiently indemnified. Any such unknown or undisclosed risks or liabilities could materially and adversely affect the Company's financial performance and results of operations. The Company could encounter additional transaction and integration related costs or other factors such as the failure to realize all of the benefits from the acquisition. All of these factors could cause dilution to the Company's revenue per share or decrease or delay the anticipated accretive effect of the acquisition and cause a decrease in the market price of C21's common shares.

15


The Company may face litigation, formal or informal complaints, enforcement actions, and inquiries by various federal, state, or local governmental authorities.

The Company's participation in the cannabis industry may lead to litigation, formal or informal complaints, enforcement actions, and inquiries by various federal, state, or local governmental authorities against the Company. Litigation, complaints and enforcement actions involving the Company could consume considerable amounts of financial and other corporate resources, which could have an adverse effect on the Company's future cash flows, earnings, results of operations and financial condition.

Should any litigation in which the Company is or becomes involved be determined against the Company, such a decision could adversely affect the Company's ability to continue operating and the market price for its common shares. Even if the Company wins current or future litigation, such litigation can redirect significant resources.

The Company has identified a material weaknesses in our internal control over financial reporting, and if we are unable to achieve and maintain effective internal control over financial reporting or effective disclosure controls, we may be at risk to accurately report financial results or detect fraud, which could have a material adverse effect on our business.

As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring an annual assessment by management of the effectiveness of a public company's internal controls over financial reporting and an attestation report by the Company's independent auditors addressing this assessment, if applicable. As discussed in Item 15 "Controls and Procedures" based on a review of our internal controls over financial reporting, management concluded that our internal controls over financial reporting was not effective due to the existence of a material weakness inadequate segregation of duties in certain financial reporting processes, including accounting for convertible debentures, leases and deferred income taxes, partly because of the Company's small size and insufficient personnel with an appropriate level of technical accounting knowledge, experience and training commensurate with the Company's complexity and its financial accounting and reporting requirements. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis by the Company's internal controls. Management intends on expanding the scope of services with the Company's independent outside accounting consulting firm in order to remediate this weakness, among other measures. For additional information, see Item 15 "Controls and Procedures."

We cannot assure you that we will be able to remediate our existing material weakness in a timely manner, if at all, or that in the future additional material weaknesses will not exist, reoccur or otherwise be discovered, a risk that is significantly increased in light of the complexity of our business. If our efforts to remediate this material weakness, as described in Item 15 "Controls and Procedures", is not successful or if other deficiencies occur, our ability to accurately and timely report our financial position, results of operations, cash flows or key operating metrics could be impaired, which could result in late filings of our annual or interim reports under the Exchange Act, restatements of our consolidated financial statements or other corrective disclosures. Our failure to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 on an ongoing, timely basis could result in the loss of investor confidence in the reliability of its financial statements, which in turn could harm our business and negatively impact the trading price of the common shares. In addition, future changes in our accounting, financial reporting, and regulatory environment may create new areas of risk exposure. Failure to modify our existing control environment accordingly may impair our controls over financial reporting and cause our investors to lose confidence in the reliability of our financial reporting, which may adversely affect our share price, suspension of trading or removal of our common shares from the OTCQX International Market, or other material adverse effects on our business, reputation, results of operations, financial condition or liquidity. Furthermore, if we continue to have this existing material weakness, other material weaknesses or significant deficiencies in the future, it could create a perception that our financial results do not fairly state our financial condition or results of operations. Any of the foregoing could have an adverse effect on the value of our shares.

The Company's operations are subject to environmental regulation in the various jurisdictions in which it operates, which may adversely affect the Company's operations.

The Company's operations are subject to environmental regulation in the various jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors (or the equivalent thereof) and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company's operations.

16


The Company is dependent on governmental approvals, licenses and permits to operate, and failure to obtain or maintain such approvals, licenses and permits may adversely affect the Company's operations.

Government approvals and permits are currently, and may in the future, be required in connection with the Company's operations or future operations. To the extent such approvals are required and not obtained or maintained, the Company may be curtailed or prohibited from its current or proposed production, manufacturing, processing, distribution or sale of cannabis or from proceeding with the development of its operations as currently proposed.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. The Company may be required to compensate those suffering loss or damage by reason of its operations and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing the production or manufacturing of cannabis, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in expenses, capital expenditures or production or manufacturing costs or reduction in levels of production or manufacturing or require abandonment or delays in development.

Further, the Company may not be able to obtain or maintain the necessary licenses, permits, authorizations or accreditations, or may only be able to do so at great cost, to operate its marijuana business. In addition, the Company may not be able to comply fully with the wide variety of laws and regulations applicable to the marijuana industry. Failure to comply with or to obtain the necessary licenses, permits, authorizations or accreditations could result in restrictions on the Company's ability to operate the marijuana business, which could have a material adverse effect on the Company's business. Further, should any state in which the Company considers a license important not grant, extend or renew such license or should it renew such license on different terms or decide to grant more than the anticipated number of licenses, the business, financial condition and results of operations of the Company could be materially adversely affected.

The Company's limited operating history makes evaluating its business and prospects difficult.

The Company has a limited operating history on which to base an evaluation of its business, financial performance and prospects. As such, the Company's business and prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in the early stage of development. As the Company is in an early stage and is introducing new products, the Company's revenues may be materially affected by the decisions, including timing decisions, of a relatively consolidated customer base. The Company has had limited experience in addressing the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving industries such as the cannabis industry. There can be no assurance that the Company will be successful in addressing these risks, and the failure to do so in any one area could have a material adverse effect on the Company's business, prospects, financial condition and results of operations.

The Company is dependent upon existing management, its key research and development personnel and its growing and extraction personnel, and its business may be severely disrupted if it loses their service.

The Company's future success depends substantially on the continued services of its executive officers, its key research and development personnel and its key growing and extraction personnel. If one or more of its executive officers or key personnel were unable or unwilling to continue in their present positions, the Company might not be able to replace them easily or at all. In addition, if any of its executive officers or key employees joins a competitor or forms a competing company, the Company may lose know-how, key professionals and staff members. These executive officers and key employees could compete with and take customers away.

The Company will need to hire additional personnel in order to grow its business.

As the Company grows, it will need to hire additional human resources to continue to develop the business. However, experienced talent is difficult to source, and there can be no assurance that the appropriate individuals will be available or affordable to the Company. Without adequate personnel and expertise, the growth of the Company's business may suffer.

17


The Company may be exposed to infringement or misappropriation claims by third parties, which, if determined adversely to the Company, could subject the Company to significant liabilities and other costs.

The Company's success may likely depend on its ability to use and develop new extraction technologies, recipes, know-how and new strains of marijuana without infringing the intellectual property rights of third parties. The Company cannot assure that third parties will not assert intellectual property claims against it. The Company is subject to additional risks if entities licensing to its intellectual property do not have adequate rights in any such licensed materials. If third parties assert copyright or patent infringement or violation of other intellectual property rights against the Company, it will be required to defend itself in litigation or administrative proceedings, which can be both costly and time consuming and may significantly divert the efforts and resources of management personnel. An adverse determination in any such litigation or proceedings to which the Company may become a party could subject it to significant liability to third parties, require it to seek licenses from third parties, to pay ongoing royalties or subject the Company to injunctions prohibiting the development and operation of its applications.

The Company may need to incur significant expenses to enforce its proprietary rights, and if the Company is unable to protect such rights, its competitive position could be harmed.

The Company regards proprietary methods and processes, domain names, trade names, trade secrets, recipes and other intellectual property as critical to its success. The Company's ability to protect its proprietary rights is critical for the success of its business and its overall financial performance. The Company has taken certain measures to protect its intellectual property rights. However, the Company cannot assure that such measures will be sufficient to protect its proprietary information and intellectual property. Policing unauthorized use of proprietary information and intellectual property is difficult and expensive. Any steps the Company has taken to prevent misappropriation of its proprietary technology may be inadequate. The validity, enforceability and scope of protection of intellectual property in the marijuana industry is uncertain and still evolving. In particular, the laws and enforcement procedures in some developing countries are uncertain and may not protect intellectual property rights in this area to the same extent as do the laws and enforcement procedures in Canada, the United States and other developed countries.

The Company may face increased competition in the marketplace for cannabis.

There can be no assurance that significant competition will not enter the marketplace and offer some number of similar products and services or take a similar approach. An increase in the companies competing in this industry could limit the ability of the Company to expand its operations. Current and new competitors may be better capitalized, have a longer operating history, have more expertise and be able to develop higher quality equipment or products, at the same or a lower cost. The Company cannot provide assurances that it will be able to compete successfully against current and future competitors. Such competition could have a material adverse effect on the growth potential of the Company's business by effectively dividing the existing market for its products. In addition, despite Canadian federal and U.S. state-level legislation of marijuana, illicit or "black market" operations remain abundant and present substantial competition to the Company. In particular, illicit operations, despite being largely clandestine, are not required to comply with the extensive regulations that the Company must comply with to conduct business and, accordingly, may have significantly lower costs of operations.

There is no assurance of the Company's profitability.

The Company cannot give assurances that it will not incur losses in the future. The limited operating history makes it difficult to predict future operating results. The Company is subject to the risks inherent in the operation of a new business enterprise in an emerging and uncertain business sector, and there can be no assurance that the Company will be able to successfully address these risks.

The success of the Company will be dependent on its ability to manage growth.

The Company may experience a period of significant growth in the number of personnel that will place a strain upon its management systems and resources. Its future will depend in part on the ability of its officers and other key employees to implement and improve financial management controls, reporting systems and procedures on a timely basis and to expand, train, motivate and manage the workforce. The Company's current and planned personnel, systems, procedures and controls may be inadequate to support its future operations.

The Company's operations are impacted by general economic trends.

18


Any worldwide economic slowdown and tightening of credit in the financial markets may impact the business of the Company's customers, which could have an adverse effect on the Company's business, financial condition, or results of operations. Adverse changes in general economic or political conditions in the United States and elsewhere could adversely affect the Company's business, financial condition, results of operations and property.

The Company faces significant costs in order to gain and increase market acceptance of its products.

The Company's ability to gain and increase market acceptance of its products depends on its ability to educate the public on the benefits of its marijuana products. It also requires the Company to establish and maintain its brand name and reputation. In order to do so, substantial expenditures on product development, strategic relationships and marketing initiatives may be required. There can be no assurance that these initiatives will be successful, and their failure may have an adverse effect on the Company's operations.

The Company may not have adequate insurance coverage, which may adversely impact the Company's business, results of operations and profitability.

The Company requires insurance coverage for a number of risks, including business interruption, environmental matters and contamination, product liability, personal injury and property damage. Although the Company believes that the events and amounts of liability covered by its insurance policies will be reasonable, considering the risks relevant to its business, and the fact that agreements with users contain limitations of liability, there can be no assurance that such coverage will be available or sufficient to cover claims to which the Company may become subject. If insurance coverage is unavailable or insufficient to cover any such claims, the Company's financial resources, results of operations and prospects could be adversely affected. Further, because the Company is engaged in the cannabis industry, there may be additional difficulties and complexities associated with such insurance coverage that could cause the Company to suffer uninsured losses, which could adversely impact the Company's business, results of operations and profitability.   

The Company faces risks related to tax credits and deductions.

The provisions of the Section 280E of the U.S. Internal Revenue Code of 1986, as amended (the "Code") are being applied by the United States Internal Revenue Service ("IRS") to businesses operating in the U.S. medical and adult-use marijuana industry. Section 280E of the Code provides that no deduction or credit shall be allowed for any amount paid or incurred during the taxable year in carrying on any trade or business if such trade or business (or the activities which comprise such trade or business) consists of trafficking in controlled substances (within the meaning of schedule I and II of the CSA) which is prohibited by Federal law or the law of any State in which such trade or business is conducted.

Even though several states have medical and adult-use marijuana laws, the IRS is applying Section 280E of the Code to deny business deductions. Businesses operating legally under state law argue that Section 280E of the Code should not be applied because Congress did not intend the law to apply to businesses that are legal under state law. The IRS asserts that it was the intent of Congress to apply the provision to anyone "trafficking" in a controlled substance, as defined under Federal law (as stated in the text of the statute). Section 280E of the Code is at the center of the conflict between Federal and state laws with respect to medical and retail marijuana which applies to the business conducted by the Company. Section 280E of the Code may adversely impact the Company and cause it to be subject to higher effective U.S. federal income tax rates than similar companies in other industries.

Results of future clinical research may negatively impact demand for the Company's products.

Research in Canada, the U.S. and internationally regarding the medical benefits, viability, safety, efficacy, dosing and social acceptance of cannabis or isolated cannabinoids (such CBD and THC) remains in early stages. There have been relatively few clinical trials on the benefits of cannabis or isolated cannabinoids (such as CBD and THC). Although the Company believes that the articles, reports and studies to date support its beliefs regarding the medical benefits, viability, safety, efficacy, dosing and social acceptance of cannabis, future research and clinical trials may prove such statements to be incorrect, or could raise concerns regarding, and perceptions relating to, cannabis. Given these risks, uncertainties and assumptions, investors should not place undue reliance on such articles, reports and studies. Future research studies and clinical trials may draw opposing conclusions to those stated herein or reach negative conclusions regarding the medical benefits, viability, safety, efficacy, dosing, social acceptance or other facts and perceptions related to cannabis, which could have a material adverse effect on the demand for the Company's products with the potential to lead to a material adverse effect on the Company's business, financial condition, results of operations or prospects.

19


The Company faces risks inherent in an agricultural business, including adverse weather conditions and rising energy costs.

Adult-use and medical marijuana are agricultural products. There are risks inherent in the agricultural business, such as insects, plant diseases and similar agricultural risks. Although the products are usually grown indoors under climate-controlled conditions, with conditions monitored, there can be no assurance that natural elements will not have a material adverse effect on the production of the Company's products.  The occurrence of severe adverse weather conditions, especially droughts, fires, storms or floods is unpredictable and may have a potentially devastating impact on agricultural production and may otherwise adversely affect the supply of cannabis. Adverse weather conditions may be exacerbated by the effects of climate change and may result in the introduction and increased frequency of pests and diseases. The effects of severe adverse weather conditions may reduce the Company's yields or require the Company to increase its level of investment to maintain yields. Additionally, higher than average temperatures and rainfall can contribute to an increased presence of insects and pests, which could negatively affect cannabis crops. Future droughts might reduce the yield and quality of the Company's cannabis production, which could materially and adversely affect the Company's business, financial condition and results of operations.

Adult-use and medical marijuana growing operations consume considerable energy, making the Company potentially vulnerable to rising energy costs. Rising or volatile energy costs may adversely impact the business, results of operations, financial condition or prospects of the Company.

The Company relies on third-party contractors to maintain its information technology systems.

We rely on information technology ("IT") systems and networks in our operations which are provided and maintained by third-party contractors. The availability, capacity, reliability and security of these IT systems could be subject to network disruptions caused by a variety of malicious sources, including computer viruses, security breaches, cyber-attacks and theft, as well as network and/or hardware disruptions resulting from unexpected failures such as human error, software or hardware defects, natural disasters, fire, flood or power loss. Our operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures.

The ability of the IT function to support our business in the event of any such failure and the ability to recover key systems from unexpected interruptions cannot be fully tested. There is a risk that if such an event were to occur, our response may not be adequate to immediately address all of the potential repercussions of the incident. In the event of a disaster affecting our head office, key systems may be unavailable for a number of days, leading to inability to perform some business processes in a timely manner. The failure of our IT systems or a component thereof could, depending on the nature, materially impact our financial condition, results of operations, reputation and share price.

Unauthorized access to our IT systems as a result of cyber-attacks could lead to exposure, corruption or loss of confidential information, and disruption to our communications, operations, business activities or our competitive position. Further, disruption of critical IT services, or breaches of information security, could expose us to financial losses and regulatory or legal action. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber- security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority.

We apply technical and process controls in line with industry-accepted standards to protect information, assets and systems. Although these measures are robust, they cannot possibly prevent all types of cyber-threat. There is no assurance that we will not suffer losses associated with cyber-security breaches in the future, and we may be required to expend significant additional resources to investigate, mitigate and remediate any potential vulnerabilities. As cyber-threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

The size of the Company's target market is difficult to quantify, and investors will be reliant on their own estimates on the accuracy of market data.

Because the cannabis industry is in an early stage with uncertain boundaries, there is a lack of information about comparable companies available for potential investors to review in deciding about whether to invest in the Company and, few, if any, established companies whose business model the Company can follow or upon whose success the Company can build. Accordingly, investors will have to rely on their own estimates in deciding about whether to invest in the Company. There can be no assurance that the Company's estimates are accurate or that the market size is sufficiently large for its business to

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The Company is a British Columbia corporation governed by the Business Corporations Act (British Columbia) ("BCBCA") and, as such, our corporate structure, the rights and obligations of shareholders and our corporate bodies may be different from those of the home countries of international investors.

Substantially all of the Company's assets are located outside of Canada, and certain of its directors are resident outside of Canada, and their assets are outside of Canada. Serving process on those directors may prove to be difficult or excessively time consuming. Non-Canadian residents may find it more difficult and costlier to exercise shareholder rights. Additionally, it may be difficult to enforce a judgment obtained in Canada against the Company, its subsidiaries and any directors and officers residing outside of Canada.

The success of the Company may depend, in part, on the ability of an operator to maintain and enhance trade secret protection over its various existing and potential proprietary techniques and processes, or trademark and branding developed by it.

Each operator may also be vulnerable to competitors who develop competing technology, whether independently or as a result of acquiring access to the proprietary products and trade secrets of the operator. In addition, effective future patent, copyright and trade secret protection may be unavailable or limited in certain foreign countries and may be unenforceable under the laws of certain jurisdictions.

The Company may experience difficulty implementing its business strategy.

The growth and expansion of the Company is heavily dependent upon the successful implementation of its business strategy. There can be no assurance that the Company will be successful in the implementation of its business strategy.

Conflicts of interest involving the Company's directors and officers may arise and may be resolved in a manner that is unfavorable to the Company.

Certain of the Company's directors and officers are, and may continue to be, involved in other business ventures through their direct and indirect participation in corporations, partnerships, joint ventures, etc. that may become potential competitors of the technologies, products and services the Company intends to provide. Situations may arise in connection with potential acquisitions or opportunities where the other interests of these directors and officers may conflict with or diverge from the Company's interests. In accordance with applicable corporate law, directors who have a material interest in or who is a party to a material contract or a proposed material contract with the Company are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract. In addition, the directors and officers of the Company are required to act honestly and in good faith with a view to the Company's best interests. However, in conflict-of-interest situations, the Company's directors and officers may owe the same duty to another company and will need to balance their competing interests with their duties to the Company. Circumstances (including with respect to future corporate opportunities) may arise that may be resolved in a manner that is unfavorable to the Company.

Prolonged periods of inflation could increase costs, have an adverse effect on general economic conditions and impact consumer spending, which could impact our profitability and have a material adverse effect on our business and results of operations.

Inflation has risen on a global basis and countries around the world have recently experienced historically high levels of inflation. If the inflation rate continues to increase, it can also push up the costs of labor and other expenses. There is no assurance that our revenues will increase at the same rate to maintain the same level of profitability. Inflation and government efforts to combat inflation, such as raising the benchmark interest rate, could increase market volatility and have an adverse effect on the financial market and general economic conditions. Such adverse conditions could negatively impact demand for our products, which could adversely affect our profitability, results of operations and cash flow.

Currency fluctuations may have a material adverse effect on the Company's business, financial condition and operating results.

Due to the Company's present operations in the United States, and its intention to continue future operations outside Canada, the Company is expected to be exposed to significant currency fluctuations. All or substantially all of the Company's revenue will be earned in U.S. dollars, but operating expenses are incurred in both U.S. and Canadian dollars. The Company does not have currency hedging arrangements in place, and there is no expectation that the Company will put any currency hedging arrangements in place in the future. Fluctuations in the exchange rate between the U.S. dollar and Canadian dollar may have a material adverse effect on the Company's business, financial condition and operating results. The Company may, in the future, establish a program to hedge a portion of its foreign currency exposure with the objective of minimizing the impact of adverse foreign currency exchange movements. However, even if the Company develops a hedging program, there can be no assurance that it will effectively mitigate currency risks.

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Risks Associated With The Securities Of The Company

The Company may not be able to meet its obligations as they become due, and the Company will require additional funding to continue as a going concern.

Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company's ability to continue as a going concern is dependent on management's ability to raise required funding through future equity or debt issuances. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. While the Company experiences positive cash flow from operations, such cash flow will not be sufficient on its own to fund payments on the short-term debt obligations owing to the Company's President and CEO, and other unsecured creditors. These material uncertainties cast significant doubt upon the Company's ability to continue as a going concern.

The Company will require additional financing, which may not be available.

The continued development of the Company will require additional financing. There is no guarantee that the Company will be able to achieve its business objectives. The Company intends to fund its business objectives by way of additional offerings of equity and/or debt financing. The failure to raise or procure such additional funds could result in the delay or indefinite postponement of current business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on terms acceptable to the Company. If additional funds are raised by offering equity securities or convertible debt, existing shareholders could suffer significant dilution. Any debt financing secured in the future could involve the granting of security against assets of the Company and also contain restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities, including potential acquisitions. The Company will require additional financing to fund its operations until positive cash flow is achieved.

Investors in the Common Shares may experience dilution from future financings.

The Company may issue additional securities in the future, which may dilute a shareholder's holdings in the Company. The Company's articles permit the issuance of an unlimited number of common shares, and the Company's shareholders will have no pre-emptive rights in connection with such further issuances. C21's Board of Directors ("Board") has discretion to determine the price and the terms of further issuances. Moreover, additional common shares will be issued by the Company on the exercise, conversion or redemption of certain outstanding securities of the Company in accordance with their terms. The Company may also issue common shares to finance future acquisitions. The Company cannot predict the size of future issuances of common shares or the effect that future issuances and sales of common shares or other securities will have on the market price of its common shares. Issuances of a substantial number of additional common shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for the common shares. With any additional issuance of common shares, investors will suffer dilution and the Company may experience dilution in its revenue per share.

Company indebtedness could have a number of adverse impacts on the Company, including reducing the availability of cash flows to fund working capital and capital expenses.

Any indebtedness of the Company could have significant consequences on the Company, including: increase the Company's vulnerability to general adverse economic and industry conditions; require the Company to dedicate a substantial portion of its cash flow from operations to making interest and principal payments on its indebtedness, reducing the availability of the Company's cash flow to fund capital expenditures, working capital and other general corporate purposes; limit the Company's flexibility in planning for, or reacting to, changes in the business and the industry in which it operates; place the Company at a competitive disadvantage compared to its competitors that have greater financial resources; and limit the Company's ability to complete fundamental corporate changes or transactions or to declare or pay dividends.

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There is a limited market for resale of the Company's common shares.

Notwithstanding that the Company's common shares are listed on the CSE, there can be no assurance that an active and liquid market for such securities will develop or be maintained and securityholders may find it difficult to resell any securities of the Company.

There can be no assurance that the publicly traded price of the Company's common shares will be high enough to create a positive return for investors. Further, there can be no assurance that the common shares will be sufficiently liquid so as to permit investors to sell their position in the Company without adversely affecting the stock price. In such event, the probability of resale of the common shares would be diminished.

As well, the continued operations of the Company will be dependent upon its ability to procure additional financing in the short term and to generate operating revenues in the longer term. There can be no assurance that any such financing can be obtained or that revenues can be generated. If the Company is unable to obtain such additional financing or generate such revenues, investors may be unable to sell their common shares and any investment in the Company may be lost.

The price of the Common Shares has been and may continue to be volatile.

The market price of C21's common shares cannot be predicted and has been and may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Company's control. This volatility may affect the ability of shareholders or holders of other securities to sell their securities at an advantageous price. Market price fluctuations in the securities may be due to the Company's operating results failing to meet expectations of securities analysts or investors in any period, downward revision in securities analysts' estimates, adverse changes in general market conditions or competitive, regulatory or economic trends, adverse changes in the economic performance or market valuations of companies in the industry in which the Company operates, acquisitions, dispositions, strategic partnerships, joint ventures, capital commitments or other material public announcements by the Company or its competitors or government and regulatory authorities, operating and share price performance of the companies that investors deem comparable to the Company, addition or departure of the Company's executive officers and other key personnel, along with a variety of additional factors. These broad market fluctuations may adversely affect the market price of the Company's securities.

Financial markets have at times historically experienced significant price and volume fluctuations that have particularly affected the market prices of equity and convertible securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of C21's common shares and other securities may decline even if the Company's operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue or arise, the Company's operations may be adversely impacted, and the trading price of the common shares and other securities may be materially adversely affected.

Maintaining a public listing is costly and will add to the Company's legal and financial compliance costs.

As a public company, there are costs associated with legal, accounting and other expenses related to regulatory compliance. Securities legislation and the rules and policies of the CSE require listed companies to, among other things, adopt corporate governance and related practices, and to continuously prepare and disclose material information, all of which add to a company's legal and financial compliance costs. The Company may also elect to devote greater resources than it otherwise would have on communication and other activities typically considered important by publicly traded companies.

The Company has not paid dividends and does not anticipate paying dividends for the foreseeable future.

The Company has not paid dividends to shareholders in the past and does not anticipate paying dividends in the foreseeable future. The Company expects to retain its earnings to finance growth, and where appropriate, to pay down debt.

The Company's Foreign Private Issuer status under U.S. Securities Laws.

The Company is a "foreign private issuer", under applicable U.S. federal securities laws, and is, therefore, not subject to the same requirements that are imposed upon U.S. domestic issuers by the United States Securities and Exchange Commission (the "SEC"). Under the Exchange Act, the Company is subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. As a result, the Company does not file the same reports that a U.S. domestic issuer would file with the SEC, although the Company is required to file with or furnish to the SEC the continuous disclosure documents that it is required to file in Canada under Canadian securities laws. In addition, the Company's officers, directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act. Therefore, the Company's shareholders may not know on as timely a basis when the Company's officers, directors and principal shareholders purchase or sell Common Shares, as the reporting periods under the corresponding Canadian insider reporting requirements are longer.

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As a foreign private issuer, the Company is exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements. The Company is also exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non-public information. While the Company complies with the corresponding requirements relating to proxy statements and disclosure of material non-public information under Canadian securities laws, these requirements differ from those under the Exchange Act and Regulation FD and shareholders should not expect to receive the same information at the same time as such information is provided by U.S. domestic companies. In addition, the Company may not be required under the Exchange Act to file annual and quarterly reports with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act.

In order to maintain its status as a foreign private issuer, a majority of the Company's common shares must be either directly or indirectly owned by non-residents of the U.S. unless the Company also satisfies one of the additional requirements necessary to preserve this status. The Company may in the future lose its foreign private issuer status if a majority of its common shares are held in the U.S. and if the Company fails to meet the additional requirements necessary to avoid loss of its foreign private issuer status. The regulatory and compliance costs under U.S. federal securities laws as a U.S. domestic issuer may be significantly more than the costs incurred as a Canadian foreign private issuer using the standard foreign form or as Canadian foreign private issuer eligible to use the multi-jurisdictional disclosure system adopted by the securities regulatory authorities in United States and Canada ("MJDS"). If the Company is not a foreign private issuer, it would not be eligible to use the MJDS or other foreign issuer forms and would be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer.

The Company is an emerging growth company and relies on exemptions from certain disclosure requirements which may make its common shares less attractive to investors.

The Company is an "emerging growth company" as defined in section 3(a) of the Exchange Act (as amended by the JOBS Act, enacted on April 5, 2012), and the Company will continue to qualify as an emerging growth company until the earliest to occur of: (a) the last day of the fiscal year during which the Company has total annual gross revenues of US$1,070,000,000 (as such amount is indexed for inflation every five years by the SEC) or more; (b) the last day of the fiscal year of the Company following the fifth anniversary of the date of the first sale of common equity securities of the Company pursuant to an effective registration statement under the Securities Act, as amended; (c) the date on which the Company has, during the previous three year period, issued more than US$1,000,000,000 in non-convertible debt; and (d) the date on which the Company is deemed to be a "large accelerated filer", as defined in Rule 12b-2 under the Exchange Act. The Company will qualify as a large accelerated filer (and would cease to be an emerging growth company) at such time when on the last business day of its second fiscal quarter of such year the aggregate worldwide market value of its common equity held by non-affiliates will be US$700,000,000 or more.

For so long as the Company remains an emerging growth company, it is permitted to and intends to rely upon exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. The Company cannot predict whether investors will find its common shares less attractive because the Company relies upon certain of these exemptions. If some investors find the Common Shares less attractive as a result, there may be a less active trading market for the Common Shares and the Common Share price may be more volatile. On the other hand, if the Company no longer qualifies as an emerging growth company, the Company would be required to divert additional management time and attention from the Company's development and other business activities and incur increased legal and financial costs to comply with the additional associated reporting requirements, which could negatively impact the Company's business, financial condition and results of operations.

Item 4. Information on the Company

A. History and Development of the Company

History

The Company was incorporated in the Province of British Columbia under the Company Act (British Columbia) on January 15, 1987 as Empire Creek Mines Inc. On May 11, 1987, the Company changed its name to Curlew Lake Resources Inc. Effective November 24, 2017, the Company changed its name to C21 Investments Inc.

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On June 15, 2018, the common shares of the Company were delisted from the TSXV and on June 18, 2018 the common shares of the Company commenced trading on the CSE under the symbol "CXXI". The Company registered its common shares in the United States and on May 6, 2019, its common shares were cleared by FINRA for trading on the OTC Markets platform under the U.S. trading symbol "CXXIF". On August 23, 2019 the Company announced it had been approved for trading on the OTCQB Venture Market, and on September 28, 2020 the Company commenced trading on the OTCQX Best Market.

The Company's corporate office and principal place of business is 19th Floor, 885 West Georgia Street, Vancouver, British Columbia, Canada V6C 3H4. The Company's telephone number is +1 833-289-2994 and its corporate website is www.cxxi.ca. The information contained on its website is not incorporated by reference into this annual report on Form 20-F. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that make electronic filings with the SEC using its EDGAR system.

Development

Since the Company changed its focus to the cannabis market on January 29, 2018, the Company has aggressively grown its business, completing five acquisitions in Nevada and Oregon in 2018 and 2019, and thereafter thoughtfully improved upon its Nevada operations and optimized its operations in Oregon.

As of January 31, 2022, the Company has closed its acquisitions of Silver State Relief LLC (retail) and Silver State Cultivation LLC (cultivation and extraction) located in Nevada, and Eco Firma Farms LLC (cultivation), Megawood Enterprises Inc (retail), Phantom Venture Group, LLC and Phantom Brands, LLC (cultivation, extraction and wholesale) and Swell Companies Limited (extraction and wholesale) located in Oregon.

In the current phase of C21's strategic plan, the Company is focused primarily on improving and expanding its retail footprint in Nevada and is liquidating its Oregon assets. The Company may also entertain strategic opportunities in other jurisdictions, as such opportunities may arise.

The Company funded its acquisitions through private placement financings and convertible debentures.

Completed Acquisitions and Dispositions

Nevada

Silver State Cultivation LLC and Silver State Relief LLC - Nevada, USA

On January 15, 2019, the Company completed the acquisition of 100% of the membership interests of both Silver State Relief LLC and Silver State Cultivation LLC (collectively "Silver State"), which are Nevada limited liability companies. The acquisition was made effective January 1, 2019. Silver State operates indoor cannabis cultivation and processing in a licensed facility in Sparks, Nevada, and owns two retail licenses that operate cannabis dispensaries in Sparks and Fernley, Nevada. Silver State is the flagship operation of C21.

In consideration for 100% of the membership interests of Silver State, the Company paid total consideration of $49,105,048, which included a secured promissory note to the vendor, Sonny Newman, for $30,000,000 (the "Newman Note").

Mr. Newman was subsequently engaged by the Company to act as its President and Chief Executive Officer.

Promissory Note to Sonny Newman

Effective November 21, 2019, Mr. Newman and the Company agreed to amend the terms of the Newman Note, with a remaining principal balance of $21,800,000. The December 1, 2019 principal payment of $800,000 was cancelled and the principal monthly payments thereafter were reduced to $600,000 per month. Further, the annual interest rate on the note was reduced from 10% to 9.5%. The remaining balance on the note was then due and payable on July 1, 2020. 

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Effective June 25, 2020, Mr. Newman and the Company agreed to further amend the terms of the Newman Note, with the remaining principal balance of $18,200,000. The maturity date of the Note was extended from July 1, 2020 to January 1, 2021, and all other terms of the Newman Note remained the same, including the monthly payment obligations of principal and interest.

Effective November 19, 2020, Mr. Newman and the Company agreed to further amend the terms of the Newman Note, with the remaining balance of $15,200,000.  The remaining balance of the Note was termed out 30 months to May 1, 2023, and the monthly payments reduced to $506,666 per month; all other terms of the Newman Note remained the same. As at January 31, 2022, the outstanding balance of the Newman Note was $8,106,666, and is $4,560,000 as of the date of this Annual Report.

Silver State buildings

The Silver State Relief dispensary in Sparks, Nevada was the first dispensary in Nevada and opened in July 2015 selling medical cannabis.  In July 2017, the sale of recreational cannabis commenced, and in January 2019 a second dispensary location was opened in Fernley, Nevada.

The Silver State businesses operate in three buildings, a cultivation/production warehouse and a dispensary, both located in Sparks, Nevada. The third building is the Fernley dispensary in Fernley, Nevada, which opened on January 15, 2019. The Company has the option, exercisable during the term of its leases, to acquire all three of the real estate assets of Silver State including: the land and 158,000 square-foot building ("Stanford Way") located in Sparks, Nevada that houses its cultivation and extraction facility; the land and 8.000 square foot retail dispensary building ("Greg Street") located in Sparks, Nevada, servicing more than 30,000 customers per month; and the 6,000 square foot dispensary and land located in Fernley, Nevada ("Fernley"), servicing more than 15,000 customers per month. The option price for Stanford Way is $12,700,000, payable in cash or common shares of the Company at $3.50 per common share, at the election of the landlord. The option price for Greg Street is $3,300,000, payable in cash. The option price for Fernley, extended on June 30, 2020, along with the lease term, to July 31, 2023, is $2,228,000, payable in cash.

On November 19, 2020 the Company and the landlord agreed that the purchase options for the Greg Street and Fernley dispensaries would be extinguished.  The leases on each of the 3 properties were extended to December 31, 2027, with a 5-year renewal option.

Today there are 19 grow rooms at the Silver State cultivation and extraction facility producing approximately 8,200 pounds of flower and 3,400 pounds of trim. Most of this production is sold through the two Silver State dispensaries. Excess production is sold into the wholesale market.

Oregon

Megawood Enterprises Inc - Oregon, USA

On January 23, 2019, the Company completed the acquisition of 100% of the common shares of Megawood Enterprises Inc ("Pure Green"), an Oregon corporation, which includes its retail location at 3738 Sandy Blvd. NE, Portland, OR. In consideration for 100% of the common shares of Pure Green, the Company paid total consideration of $794,888.

On February 28, 2020, the Company restructured the final payment due to the vendors of Pure Green. The final payment consisted of a cash payment of $130,000 and the issuance of 95,849 common shares of the Company at a deemed price of C$0.6225/share.

The Pure Green operations were temporarily shut down in March 2020 due to the COVID-19 pandemic. The operations were reopened under new third-party management pursuant to a management agreement dated June 1, 2020, whereby the management company has assumed all leasehold liabilities and costs at the facility including the triple net real property lease.

On January 7, 2021, the Company entered into the Oregon Agreement (as defined herein), pursuant to which, among other things, involved the sale of the Pure Green assets, and the assumption by the buyer of the lease at the Pure Green facility. Subsequent to the sale of the Pure Green assets, Pure Green was dissolved and is no longer in operation. See "Sale of Non-Core Oregon Assets" below.

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Phantom Venture Group, LLC and Phantom Brands, LLC - Oregon, USA

On February 4, 2019, the Company completed its acquisition of 100% of the membership interests of Phantom (as defined below), which encompasses the following limited liability companies: Phantom Venture Group, LLC, Phantom Distribution, LLC, 63353 Bend, LLC, 20727-4 Bend, LLC, 4964 BFH, LLC, and Phantom Brands, LLC (collectively "Phantom"). Phantom operates two outdoor cannabis cultivation facilities totaling 80,000 square feet in Southern Oregon. Phantom also operates a 5,600 square foot facility which includes a wholesale distribution warehouse and an extraction laboratory and a 7,700 square foot state-of-the-art indoor grow facility in Central Oregon.

In consideration for 100% of the membership interests of Phantom, the Company paid total consideration of $10,539,260 as follows:

(i) cash deposits on closing of $3,200,000

(ii) a promissory note for $290,000;

(iii) issuance of 2,670,000 common shares of the Company valued at C$1.23/common share;

(iv) issuance of 1,700,000 share purchase warrants of C21, each warrant exercisable for one common share at a price of C$1.50 per common share; and,

(v) issuance of earnout shares of up to a maximum of 4,500,000 common shares of C21 (the "Phantom Earn-Out Shares"), to be issued over a period of seven years, contingent upon the achievement of certain stock price targets of C21 or change of control of C21 at certain stock price valuation targets (50% of the Phantom Earn-Out Shares issuable upon change of control of the Company at a valuation of C$3.00 per C21 common share or more; 100% of the Phantom Earn-Out Shares issuable upon change of control of the Company at a valuation of at least C$5.00 per C21 common share).

In an agreement signed contemporaneously, the Company committed to purchase SDP Development Group, LLC ("SDP") on October 15, 2020, which owned six real estate properties used in connection with Phantom Farms' cannabis cultivation, processing and wholesale distribution operations. The aggregate purchase price was $8,010,000 payable in cash, or, at the election of the vendors, in whole or in part by the issue of 2,670,000 common shares at a deemed price of $3.00 per common share. Subsequently, the Company and SDP agreed to modify the terms of the SDP agreement as well as modify the leases subject to Phantom Farms' operations.  On February 12, 2020, the parties agreed to the following modified terms: the Company purchased two Southern Oregon farms, constituting over 60 acres of real property housing the two outdoor cannabis cultivation facilities totaling 80,000 square feet of canopy, rent reduction on the three Phantom properties in Central Oregon to 7% of the assessed value (a reduction of the Company's total forward lease obligations in Phantom Farms locations by $370,000 per year), and a release from the obligation to purchase the sixth property in Southern Oregon. In exchange, the SDP vendors received 7,132,041 common shares of the Company at a deemed issue price of C$0.804 per share.

On November 18, 2021, C21 entered into an agreement (the "Earn-Out Share Agreement") in connection with the Phantom Earn-Out Share entitlements of the Phantom vendors. Pursuant to the Earn-Out Share Agreement, individuals who were entitled to receive 4,500,000 Earn-Out Shares agreed to collectively receive 1,300,000 million common shares of C21 in exchange for their entitlement to receive the Phantom Earn-Out Shares (the "Settlement Transaction"). The Settlement Transaction closed on January 24, 2022.

On January 19, 2022, the Company entered in the Southern Oregon Agreement (as defined herein), pursuant to which, among other things, involved the sale of the two Phantom outdoor cannabis cultivation facilities in Southern Oregon. On April 28, 2022, the Company entered into the Central Oregon Agreement (as defined herein), pursuant to which, among other things, the Company sold three (3) Bend, Oregon cannabis licenses. The Company has remaining lease payment obligations in connection with the Phantom Tier I indoor cultivation facility, the processing facility and the wholesale distribution facility in Central Oregon until January 2024. Phantom is no longer in operation; however the Company has retained the Phantom Farms and Hood Oil brands. See "Sale of Non-Core Oregon Assets" below.

Swell Companies Limited - Oregon, USA

On May 24, 2019, the Company completed its acquisition of 100% of the common shares of Swell Companies Limited ("Swell"), an Oregon corporation. Swell is a processor and wholesaler of THC and CBD products. Swell is recognized as a leader in the extraction and manufacturing of THC and CBD derived products. Swell's commitment to quality, innovation, and execution has established Swell as an early and dominant player in the competitive Oregon market. Raw oil, encapsulates and vape pens are distributed under its in-house brands: Dab Society Extracts and Hood Oil. The capacity of Swell's processing facility is 350,000 grams of high-quality raw oil per month.

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In consideration for 100% of the common shares of Swell, the Company paid or agreed to pay total consideration of $18,812,683 as follows:

(i) cash deposits on closing of $5,050,000;

(ii) liabilities assumed of $1,070,907;

(iii) $1,000,000 in the form of a 2-year convertible note at 10% interest, upon close;

(iv) 1,266,667 common shares of C21 on closing;

(v) 1,200,000 warrants to purchase common shares of C21 with an exercise price of C$1.50 per common share;

(vi) 456,862 common shares issuable on November 24, 2020;

(vii) 2,450,000 common shares issuable on May 24, 2021. Upon the vendors' election, up to $5 million in cash to be received 24 months from the closing date if the average closing price of the Company's shares over the 15 trading days immediately preceding the payment date is less than C$3.75 per share. If the vendors elect to take cash, common shares issuable would be reduced to 783,333; and,

(viii) issuance of up to a maximum of 6,000,000 earn out common shares (the "Swell Earn-Out Shares"), to be issued over a period of seven years, contingent upon the achievement of certain stock price targets of C21, and 50% of the Swell Earn-Out Shares issuable upon change of control of C21 and 100% of the Swell Earn-Out Shares issuable upon change of control of C21 at a C21 valuation of at least C$5.00 per C21 common share.

The Company subsequently finalized an agreement with the former owners of Swell Companies Limited (the "Swell Vendors") to amend the terms of the Company's forward-cash obligations to the Swell Vendors. Pursuant to the terms of the amended agreement: (a) the cash sum due to the Swell Vendors through September 2019 under the original agreement, in the amount of $850,000, would be paid by the Company on or before November 15, 2019; and (b) the sum of $7,350,000 due to the Swell Vendors on May 24, 2021 under the original agreement (vii above), including the Swell Vendors' option to receive $5,000,000 of such sum in cash, was satisfied in full by the issuance of 7,015,238 common shares of C21 at a deemed issue price of $1.047 per share. The shares were issued into escrow December 27, 2019 and were released as follows: (a) twenty-five percent (25%) four-months-and-a-day from the date of issue; and (b) the remainder of the shares in three equal instalments of one-third every four months thereafter. Effective November 15, 2019, the parties executed an amendment with respect to the cash payment of $850,000, by which the maturity date was extended from November 15, 2019 to on or before July 1, 2020 with interest accruing from November 15, 2019 at 9.5%. Effective June 30, 2020, the parties executed a further amendment with respect to the cash payment of $850,000, by which the maturity date was extended from July 1, 2020 to on or before January 1, 2021, with all other terms to remain unchanged.

In April 2020 some equipment and inventory were moved to other locations, manufacturing of some products was taken over by our Bend location as part of the Oregon restructuring and day to day operations was stopped.  A third party commenced operating the Swell facility under a management agreement effective June 15, 2020 whereby the management company has assumed all leasehold liabilities and costs at the facility including the triple net real property lease.

On January 7, 2021, the Company entered into the Oregon Agreement, which included, among other things, the sale of the Swell assets, the Dab Society brand, and the assumption by the buyer of the lease at the Swell facility. Subsequent to the sale of the Swell assets, Swell was dissolved and is no longer in operation. See "Sale of Non-Core Oregon Assets" below.

The contingent obligation of the Company to issue the Swell Earn-Out Shares as described above remains outstanding as of the date of this Annual Report.

Eco Firma Farms LLC - Oregon, USA

On June 13, 2018, the Company completed the acquisition of 100% of the membership interests of Eco Firma Farms LLC ("EFF"), an Oregon limited liability company (former subsidiary of Proudest Monkey Holdings LLC), which owned and operated a 22,000 square-foot cannabis production facility, and related assets, in Oregon. On June 28, 2018 and July 6, 2018, the Company announced certain post-closing adjustments with respect to the acquisition of EFF. In consideration for 100% of the membership interests of EFF, the Company paid total consideration of $7,849,684. 

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The vendors of Eco Firma Farms LLC can also earn up to 6,500,000 common shares of C21, at a deemed issue price of $1.00 per common share, over a maximum seven-year period, if the EBITDA earned by the Company in relation to EFF satisfies certain agreed upon amounts ("EFF Earn Out"). Management has determined that the EFF Earn Out has no value.

On December 28, 2018, the Company restructured certain real estate rights connected with its EFF operations. Under the restructured arrangement, for a $3,800,000 purchase price, the Company formally acquired the real estate assets housing EFF's cultivation operations under a vendor finance arrangement that converted rental payments into mortgage interest payments. As part of the restructuring, two of the vendors of EFF agreed, among other things, to assign the rights to their 39.25% share of the EFF Earn Out to a wholly owned subsidiary of the Company.

On May 10, 2019, the Company issued 3,983,886 common shares (the common shares were issued subject to escrow release in four consecutive monthly installments of 25% each commencing on September 14, 2019), at a deemed price of $0.825 per common share, to settle the $3,800,000 purchase price for the real property used in EFF's operations, in addition to assuming the $513,294 balance under the first mortgage for the property.

Cultivation activities at the EFF facility were temporarily shuttered in October 2019. The EFF facility was under third-party management pursuant to a management agreement dated June 15, 2020, whereby the management company has assumed all costs at the facility including real property taxes and costs. On March 8, 2022 the Company terminated the management agreement, with the intention of placing the EFF facility up for sale. EFF is no longer in operation.

Debenture Backstop

The Company secured an equity commitment from three investment managers and Sonny Newman, to guarantee the repayment of all 10% of the Company's convertible debentures which remain outstanding at maturity on December 31, 2020 and January 30, 2021, respectively.  In consideration for the equity guarantee, three investment managers, Wasatch Global Investors, JW Asset Management and CB1 Capital Management, and Sonny Newman, would receive 6.2 million warrants to purchase common shares in the Company at C$1.00 per common share for a period of three years.

Sale of Non-Core Oregon Assets

On January 7, 2021, the Company announced entering into a definitive agreement (the "Oregon Agreement") for the sale of select non-core assets in Oregon, currently under third-party management agreements for $1.3 million. These assets included the Company's Portland licenses and BHO processing equipment and the Dab Society brand, including an assumption by the buyer of the respective leases at the Swell and the Pure Green facilities. The parties received Oregon Liquor Control Commission ("OLCC") approval to the transfer of the licenses and effective April 23, 2021, the funds were received and the sale was closed.

On January 19, 2022, the Company announced entering into a definitive agreement (the "Southern Oregon Agreement") for the sale of select assets, including its real property located in Southern Oregon and associated outdoor production licenses and equipment, for $2.0 million. The Company has received a $100,000 cash down payment with an additional $400,000 to be paid upon the buyer's receipt of the OLCC approval of the license transfer and closing. The Company will receive interest-only monthly installments starting in July 2022 at an annual interest rate of 8%, including annual principal payments of $100,000, on a $1.5 million secured promissory note maturing on the fifth (5th) anniversary of the agreement.

On April 28, 2022, the Company entering into a definitive agreement (the "Central Oregon Agreement") for the sale of select assets, including its indoor production license, wholesale license and processing license located in Bend, Oregon, and certain nominal equipment, for $87,500. The Company has received full payment under the Central Oregon Agreement and the licenses are in the process of being transferred.

Strategic Initiatives

The Company's strategic initiatives over the next 12 months include extending our Nevada retail footprint where we have a proven track record of success, continuing our disciplined approach to growth and financing, and internally producing product to expand our Nevada retail footprint. The Nevada cultivation expansion was completed at a total cost of $3.0 million dollars. The total completed expansion more than doubled the Company's annual production capacity to 8,200 pounds of high-quality flower.

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B. Business Overview

The Company is a vertically integrated cannabis company that cultivates, processes, distributes and sells quality cannabis and hemp-derived consumer products in the United States. The Company is focused on value creation through the disciplined acquisition and integration of core retail, manufacturing, and distribution assets in strategic markets, leveraging industry-leading retail revenues together with high-growth potential and multi-market branded consumer packaged goods ("CPG").

The Company focuses on scalable opportunities in key markets that take advantage of its core competencies, including: (i) retail operational excellence and expanding its retail footprint through value-add acquisitions in existing markets, and (ii) branded CPG expansion through both captive retail and wholesale channels. The Company focuses on acquiring businesses that provide immediate contribution to overall profitability, or have a path to profitability within twelve months, where it can leverage existing assets, brands, and domain expertise.

The Company currently holds licenses in Oregon, including production, processing and wholesale, and Nevada, spanning the entire cannabis supply chain. 

The Company is operated by a management team that has significant professional experience, including deep experience both within the cannabis industry and other fast-paced growth industries like technology, healthcare, and venture capital. The Company's management team also includes experts from more traditional industries like forestry, manufacturing, real estate, and capital markets.

Cultivation and Processing

Through Silver State Cultivation in Nevada, the Company operates indoor cultivation and processing out of a 104,000 square foot facility with 37,000 square feet utilized for cultivation and 1,200 square feet dedicated to volatile extraction.  Silver State produces approximately 8,200 pounds of flower and 3,400 pounds of trim annually which is mainly sold within the Company's Silver State Relief dispensaries. The Company has expanded Silver State's extraction capacity to support branded CPG expansion in both captive retail and wholesale channels. Hood Oil cartridges were released to the Nevada market in June 2019. Phantom Farms pre-rolls, new Phantom flower strains and Phantom Farms CBD products were released at Silver State Relief dispensaries in January 2021. Together with the Silver State branded products, these in-house brands make up over 60% of sales in the dispensaries.

Nevada wholesale sales amounted to $0.6 million in sales during the year ended January 31, 2022 ($0.6 million in 2021).  Silver State had total sales of $33.0 million during the year ended January 31, 2022 as compared to $33.5 million in the prior year.

Retail

Through Silver State in Nevada, the Company operates two dispensaries, an 8,000-square foot retail dispensary, located in Sparks, and a 6,000-square foot dispensary located in Fernley, collectively servicing a total of more than 540,000 recreational and medical cannabis customers during the year ending January 31, 2022, with over 700 SKUs in each store and averaging more than $60.00 per transaction.

Consistent quality, market-leading pricing, and superior customer service translate to industry-leading sales per square foot ($2,684/sq. ft. in Q4). Likewise, because of its substantial purchasing leverage, Silver State consistently offers customers among the lowest prices within the state. The Sparks dispensary captured 16% of Washoe County, Nevada sales during the year ending January 31, 2022, and sales from Silver State represented 3.4% of the entire Nevada market, with more than 1,400 customer transactions per day.

Branding and Marketing

The Company utilizes consistent branding and messaging across its retail and wholesale channels under Phantom Farms, Hood Oil, and Silver State Relief.  The Company currently sells over 700 distinct SKUs, including the following product categories: CO2 vaporizer pens, live resin vaporizer pens, distillate vaporizer pens, live resin extract, cured resin extract, bulk flower, packaged flower, pre-rolls, CBD cured resin vaporizer pens, CBD CO2 vaporizer pens, and CBD cured resin extracts.

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Banking and Processing

In Nevada, the Company deposits funds from its operations into its credit union accounts held Greater Nevada Credit Union (Nevada) and at Partner Colorado Credit Union through Safe Harbor Private Banking services (Colorado).  The Company is fully transparent with its credit union partners regarding the nature of its business.

Product Selection and Offerings

Product selection decisions are currently made by the Company's buyers, who negotiate with potential vendors across all product categories including packaged and wholesale flower, vaporizer pens, cured extracts, edibles and pre-rolls. The Company bases its product selection decisions on product quality, margin potential, and scalability.

The Company's branded CPG and flower-based products are sold primarily through captive retail and wholesale channels in Oregon and Nevada.  The Company's retail locations in Nevada also offer third party branded CPG and flower-based products including a wide variety of THC and CBD based products, including vaporizer pens, cured resin extracts, bulk flower, packaged flower, pre-rolls, edibles, tinctures, and topicals.

Product Pricing

The Company's wholesale and retail pricing strategies are regularly adjusted in accordance with individual market dynamics. Generally speaking, when pricing adjustments are made within a given market, such adjustments are applied, and held consistent, across all business lines and channel partners.

The state of Oregon does not regulate pricing and licensed dispensing organizations within the state may set their own prices for cannabis and cannabis products.  However, products sold at dispensaries in Oregon are subject to a 17% state sales tax and a 3% local sales tax applicable in most local jurisdictions (cities and counties).

The state of Nevada also does not regulate pricing and licensed dispensing organizations within the state may also set their own prices for cannabis and cannabis products. However, products sold at dispensaries in Nevada are subject to a 10% cannabis excise and sales tax.

In-Store Pickup, Curbside Delivery and Delivery

In addition to traditional point-of-sale retail as modified due to COVID-19, the Company's Nevada retail locations offer in-store pickup, curbside delivery and delivery utilizing the leading third-party service providers, a leading cannabis sales and fulfillment web-based application. The Company actively monitors the continued growth of a number of cannabis web-based sales and fulfillment platforms and is well poised to utilize strategic third-party service providers during the ongoing pandemic.

Inventory Management

The Company has comprehensive inventory management procedures, which are compliant with all applicable state and local laws, regulations, ordinances, and other requirements. These procedures ensure strict controls over the Company's cannabis flower and CPG inventory from its production, processing and distribution licensees through to ultimate sale to end consumers (or rare cases disposal as cannabis waste). Such inventory management procedures also include strong quality control and quality assurance measures to prevent in-process contamination and maintain the safety and quality of the products. The Company is committed to supplying safe, consistent, and high-quality cannabis flower and CPG products at a value-oriented price.

Research and Development

Through its research and development activities, the Company expects to create proprietary genetics, processes, technologies, and products from its existing Nevada operations, as well as from future expansion in new markets. The Company may license these genetics, processes, technologies, and products as part of its future business. The Company may also seek appropriate federal patent, trademark, copyright, and other customary intellectual property protections when the same become available and/or are appropriate.

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Competition

Across a modified and strategic cannabis value chain, the Company expects to continue to vigorously compete with other licensees in Oregon and Nevada. Because Oregon is an "open" license state (arguably one of the more free-market states with respect to both barriers to entry and regulation), the competitive landscape has been challenging since the inception of recreational cannabis.  Nevada is a "limited" license state, therefore competition to date has been less challenging and the broader market dynamics are more favorable.  While many of the Company's direct competitors continue to be small-scale local operators, market rationalization through consolidation is increasingly a trend.  Of note is the increased participation of multi-state operators with national growth aspirations in both the Oregon and Nevada marketplaces.  As more U.S. jurisdictions pass state legislation allowing the recreational use and sale of cannabis, the Company is assured an increased level of competition in U.S. markets. These increasingly competitive U.S. markets may adversely affect the financial condition and operations of the Company.

Employees

The Company's employees are highly talented individuals who have educational achievements ranging from Ph.D., Masters, and undergraduate degrees in a wide range of disciplines, as well as staff who have been trained on the job to uphold the highest standards as set by the Company. The Company hires and promotes individuals who are best qualified for each position, priding itself on using a process that identifies people who are trainable, cooperative and share the Company's core values.

The Company takes all reasonable steps to ensure staff are appropriately informed and trained to ensure a culture of health, safety, and continuous improvement, especially during the ongoing COVID-19 pandemic. Wherever possible, the Company will continue to adopt generally accepted health and safety best practices from non-cannabis-related industries and follows all health and safety guidelines issued by the United States Centers for Disease Control ("CDC") and all orders from relevant provincial, state and local jurisdictions and authorities.

Intellectual Property

The Company has developed numerous proprietary genetics, processes, technologies and products. These assets include genetics, ERP and other software applications, cultivation and extraction technologies, as well as consumer brands. Whenever available and appropriate, the Company undertakes reasonable intellectual property protections to secure these assets.

To date, absent the availability of customary federal patent, trademark, and copyright protections for cannabis applications, the Company has relied on non-disclosure/confidentiality arrangements, common law trade secrets, and state-based trademark protections. The Company actively monitors and responds to all potentially material intellectual property infringements and maintains strict standards and controls regarding the use and dissemination of its intellectual property.

Government Regulations

Please see Item 5.D. "United States Regulatory Environment", for a discussion of the material effects of government regulations on the Company's business.

In addition, the Company owns four (4) website domains including: www.cxxi.ca, www.phantom-farms.com, www.silverstaterelief.com and c21supply.co, along with numerous social media accounts across all major platforms.

C. Organizational Structure

The Company conducts its business through its fourteen (14) subsidiaries in the United States:

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Country of
Name of Subsidiary
Percentage
Incorporation
Functional
Ownership
Currency Principal Activity
320204 US Holdings Corp. USA 100% USD Holding Company
320204 Oregon Holdings Corp. USA 100% USD Holding Company
320204 Nevada Holdings Corp. USA 100% USD Holding Company
320204 Re Holdings, LLC USA 100% USD Holding Company
Eco Firma Farms LLC USA 100% USD Cannabis producer
Silver State Cultivation LLC USA 100% USD Cannabis producer
Silver State Relief LLC USA 100% USD Cannabis retailer
Phantom Venture Group, LLC USA 100% USD Holding Company
Phantom Brands, LLC USA 100% USD Holding Company
Phantom Distribution, LLC USA 100% USD Cannabis distributor
63353 Bend, LLC USA 100% USD Cannabis producer
20727-4 Bend, LLC USA 100% USD Cannabis processor
4964 BFH, LLC USA 100% USD Cannabis producer
Workforce Concepts 21, Inc. USA 100% USD Payroll and benefits services

The following organization chart of the Company sets out the primary subsidiaries of the Company. Unless otherwise noted, all lines represent 100% ownership of outstanding securities of the applicable subsidiary.

D. Property, Plants and Equipment

Our executive offices are located at 19th Floor, 885 West Georgia Street, Vancouver, BC, V6C 3H4.

Our Canby, Oregon production facility is located at 24700 S Mulino Road, Canby, OR 97013.  This facility is a total of 22,000 square feet, but there is no current production activity.  The Canby property is owned by the Company and the Company intends to list the real estate and production license for sale.

Our Bend, Oregon indoor production facility is located at 63353 Nels Anderson Road, Bend, Oregon, 97701. This facility includes 7,700 square feet for cultivation of cannabis; however, the facility is no longer operational, and the associated license is included for sale in the Central Oregon Agreement.

Our Bend, Oregon distribution facility is located at 20727 High Desert Court, Suite 5, Bend, Oregon, 97701. Our Bend, Oregon processing facility is located at 20727 High Desert Court, Suite 4, Bend, Oregon, 97701.  These facilities include a total of 5,600 square feet for wholesale distribution and processing of cannabis; however, the facility is no longer operational, and the associated license is included for sale in the Central Oregon Agreement.

Our Southern Oregon outdoor cannabis production facilities are located at 4962 and 4964 Butte Falls Highway, Eagle Point, Oregon, 97524.  The associated real estate is approximately 60 acres, and the facilities include a total of 80,000 square feet of production capacity; however, the facilities are currently under third-party management, and the real estate and production licenses are included in the Southern Oregon Agreement, which will close upon receipt of OLCC approval of the subject license transfers.

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Our Sparks, Nevada production and processing facility is located at 250 S Stanford Way, Sparks, NV 89431. This facility is a total of 104,000 square feet, with 37,000 square feet utilized for cultivation of cannabis flower, and 1,200 square feet utilized for extraction and processing of cannabis products.

Our Sparks, Nevada dispensary is located at 175 E Greg Street, Sparks, NV 89431.  This retail building is 8,000 square feet and services more than 30,000 customers per month, primarily selling the Company's cannabis flower and products and third-party cannabis products.

Our Fernley, Nevada dispensary is located at 1301 Financial Way, Fernley, NV 89408.  This retail building is 6,000 square feet, primarily selling the Company's cannabis flower and products and third-party cannabis products.

Item 4A. Unresolved Staff Comments

Not applicable.

Item 5. Operating and Financial Review and Prospects

A. Operating Results

The Company previously presented its financial statements in conformity with the International Financial Reporting Standards, as issued by the International Accounting Standards Board ("IFRS"). Beginning for the fiscal year ended January 31, 2022, the Company changed the accounting principles governing the presentation of its consolidated financial statements to the U.S. generally accepted accounting principles ("U.S. GAAP").

Financial statements included in this Annual Report for the fiscal years ended January 31, 2022 and January 31, 2021 were prepared in conformity with U.S. GAAP. In addition, financial statements included in this Annual Report for the fiscal years ended January 31, 2021 and January 31, 2020 were prepared in conformity with IFRS.

Financial Information for FY 2022 and FY 2021 in accordance with U.S. GAAP

The following table presents selected financial information for the three and twelve months ended January 31, 2022 and January 31, 2021. 

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PROFIT AND LOSS   3 months ended January 31,     12 months ended January 31,  
    2022     2021     2022     2021  
                         
Revenue $ 7,654,566   $ 8,811,046   $ 32,982,976   $ 33,466,063  
Inventory expensed to cost of sales   3,687,256     3,720,752     14,172,991     15,418,717  
Gross profit   3,967,310     5,090,294     18,809,985     18,047,346  
    51.8%     57.8%     57.0%     53.9%  
Expenses                        
General and administration   1,681,043     1,709,814     6,733,113     6,303,700  
Sales, marketing, and promotion   23,611     27,737     83,770     138,547  
Operating lease cost   147,844     142,849     591,376        
Depreciation and amortization   319,445     318,863     1,280,446     1,321,686  
Share based compensation   44,902     97,327     366,469     494,435  
Total expenses   2,216,845     2,296,590     9,055,174     8,807,399  
                         
Income from operations   1,750,465     2,793,704     9,754,811     9,239,947  
Other items                        
Interest expense   (206,116 )   (2,572,905 )   (1,077,068 )   (3,931,570 )
Accretion expense   -     (263,698 )   (230,462 )   (1,220,896 )
Other Income (loss)   (29,268 )   (5,315 )   108,470     35,275  
Change in fair value of derivative liabilities   315,943     (6,047,489 )   8,576,290     (5,756,195 )
                         
Income (loss) before undernoted   1,831,024     (6,095,703 )   17,132,041     (1,633,439 )
Net income (loss) from discontinued operations   (1,914,577 )   170,228     (2,242,644 )   (3,228,056 )
Provision for income taxes   (948,152 )   (1,388,709 )   (3,973,246 )   (2,968,133 )
Net income (loss) $ (1,031,705 )   (7,314,184 )   10,916,151     (7,829,628 )
                         
Cumulative translation adjustment   87,439     (122,547 )   (766,841 )   (613,609 )
Income (loss) and comprehensive income (loss)
for the period
  (944,266 )   (7,436,731 )   10,149,310     (8,443,237 )

The Company has prepared its financial statements in accordance with the U.S. GAAP as of January 31, 2022.  All the current and comparative figures are in U.S. GAAP.

"Revenue" includes retail revenues from our two stores and wholesale revenue from our cultivation operations.  Financial Year ("FY") 2022 revenues decreased versus FY 2021 by 1.4% to $33.0 million.  For the fourth quarter ("Q4") 2022, revenue decreased versus Q4 2021 by 13% to $7.7 million consistent with industry trends since the easing of pandemic restrictions.  This trend is consistent with the Nevada industry figures.   

"Cost of Sales" includes the costs directly attributable to cultivating and processing cannabis plus the cost of product purchases from third parties, for sale in our stores.  With the expansion of our cultivation facility our cost of production has started to come down due to economies of scale.  We use an average costing model which captures and averages costs over several quarters. 

"Gross profit" rose in FY 2022 versus FY 2021 from 54% to 57%, mainly due to strong demand in the first half of FY 2022.  The Q4 FY 2022 gross profit fell versus Q4 2021 from 58% to 52% due to the current market weakness.   

"Income from operations" for FY 2022 increased to $9.8 million, up 6% versus FY 2021 of $9.2 million.  Q4 2022 was $1.8 million versus 2.8 million in Q4 2021. 

Expenses for FY 2022 and FY 2021 in U.S. GAAP

"General and administration" includes all overhead costs that have not otherwise been allocated to cost of sales.  These include salaries and wages, professional fees including legal and accounting, insurance and some local taxes.  FY 2022 costs increased by $429,412 as compared to FY 2021 due to $229,069 of one-time professional fees in Q3 2022 which were incurred and written off. These expenses have fallen $28,771 in Q4 2022 versus Q4 2021. 

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"Operating lease cost" is the cost of our leases not included in cost of sales and was $591,376 in FY 2022 versus $549,031 in FY 2021, and $147,844 in Q4 2022 versus $142,849 in Q4 2021.

"Depreciation and amortization" include provisions for fixed assets and intangibles not included in cost of sales.  The total depreciation and amortization in FY2022 was $1.28 million versus $1.32 million in FY 2021.  In Q4 2022, depreciation and amortization was $319,445 versus 318,863 in Q4 2021.   

"Share based compensation" is a non-cash item and reflects the issuance of stock options to employees, officers and directors. 

Other Items in FY 2022 and FY 2021 in U.S. GAAP

"Interest expense" in FY 2022 was $1.1 million versus $4.0 million in FY 2021. In Q4 2022, interest expense was $206,116 versus $2.6 million in Q4 2021.

"Change in fair value of derivative liabilities" is a periodic revaluation of the earn out shares outstanding to vendors of businesses purchased by the Company.  These earn out shares are revalued using a Monte Carlo simulation.  The fair value of this liability will increase with an increase in the stock price of the Company and vice-versa.  The change in fair value must be recorded through the Company's profit or loss statement.  As a result, a share price increase period-over-period, will result in a reduction in net income and vice-versa.  In Q4 2022, the Company closed the Settlement Transaction by the issuance of 1.3 million Phantom Earn-Out Shares.  The Swell Earn-Out Share obligation currently remains outstanding.  This also includes smaller amounts related to the derivative value of convertible and promissory notes.

"Net income (loss) from discontinued operations" the Company has classified all figures pertaining to its Oregon operations to 'discontinued operations' as of the issuance of the financial statements for the year ended January 31, 2022.  The revenues and expenses pertaining to the Oregon operations are now all shown here.  This treatment has been applied to all the current and comparative figures above.  The effect of this is to lower our revenues and increase our gross profit, income from operations, and Net income.  Discontinued operations had loss of $2.2 million in FY 2022 versus a loss of $3.2 million in FY 2021. There was a loss of $1.9 million in Q4 2022 versus income of $170,228 in Q4 2021.  The loss in Q4 2022 includes write-downs of inventory being liquidated upon the closing of Oregon operations.

"Provision for income taxes" for FY 2022 of $4.0 million is up compared to the previous year due to increased taxable income.  FY 2021 of $3.0 million.   

"Other comprehensive income (loss)," specifically the cumulative translation adjustment, comes about in U.S. GAAP when translating the balances between the parent company (investments made in C$) and the US subsidiaries (US$). These foreign exchange gains or losses at each reporting date result from the translation of C$ amounts to US$ (which is our reporting currency).   

ADJUSTED EBITDA            
    Three months ended January 31     Twelve months ended January 31  
    2022     2021     2022     2021  
Net Income (loss) $ (1,031,705 ) $ (7,314,184 ) $ 10,916,151   $ (7,829,628 )
                         
   Interest expenses, net   206,116     2,836,603     1,307,530     5,152,466  
   Provision for income taxes   948,152     1,388,709     3,973,246     2,968,133  
   Depreciation and amortization   319,445     318,863     1,280,446     1,321,686  
   Depreciation and interest in cost of sales   203,093     194,655     812,368     732,060  
EBITDA $ 645,101   $ (2,575,354 ) $ 18,289,741   $ 2,344,717  
   Change in fair value of derivative liabilities   (315,943 )   6,047,489     (8,576,290 )   5,756,195  
   Share based compensation   44,902     97,327     366,469     494,435  
   Loss from discontinued operations   1,914,577     (170,228 )   2,242,644     3,228,056  
   One-time Special project costs   -     -     229,069     -  
   Other gain/loss   29,268     5,315     (108,470 )   (35,275 )
Adjusted EBITDA $ 2,317,905   $ 3,404,549   $ 12,443,163   $ 11,788,128  

 

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Non-U.S. GAAP Measures for FY 2022 and FY 2021

"Adjusted EBITDA" is supplemental, non-U.S. GAAP financial measures. The Company defines EBITDA as earnings before depreciation and amortization, depreciation and interest in cost of sales, income taxes, and interest. Additionally, the Company's Adjusted EBITDA presented above excludes accretion, loss from discontinued operations, one-time transaction costs and all other non-cash items. The Company has presented "Adjusted EBITDA" because its management believes these are useful measures for investors when assessing and considering the Company's continuing operations and prospects for the future.  Furthermore, "Adjusted EBITDA" is a commonly used measurement in the financial community when evaluating the market value of similar companies.  "Adjusted EBITDA" is not a measure of performance calculated in accordance with U.S. GAAP, and these metrics should not be considered in isolation of, or as a substitute for, the measurement of the Company's performance prepared in accordance with U.S. GAAP. "Adjusted EBITDA," as calculated and reconciled in the table above, may not be comparable to similarly titled measurements used by other issuers and is not necessarily a measure of the Company's ability to fund its cash needs.  Figures have been restated to match current presentation.

For further information, see Management's Discussion and Analysis, attached hereto as Exhibit 15.1, and incorporated by reference herein.

SUMMARY OF QUARTERLY RESULTS                        
    31-Jan-22     31-Oct-21     31-Jul-21     30-Apr-21  
Total assets $ 61,853,474   $ 64,315,094     65,317,561     66,261,274  
Working capital (deficiency) $ (4,444,076 ) $ (5,133,865 )   (4,632,617 )   (4,014,559 )
Shareholders' equity (deficiency) $ 34,983,192   $ 35,204,614     32,321,225     28,043,749  
Revenue $ 7,654,566   $ 7,938,188   $ 8,592,872   $ 8,797,350  
Net income (loss) $ (944,266 )   2,815,995   $ 3,947,598   $ 4,329,983  
Net income (loss) per share   (0.01 )   0.02     0.03     0.04  
    31-Jan-21     31-Oct-20     31-Jul-20     30-Apr-20  
Total assets $ 66,819,464     59,614,191     59,517,840     58,005,137  
Working capital (deficiency) $ (3,914,024 )   (26,298,511 )   (30,181,880 )   (30,560,884 )
Shareholders' equity (deficiency) $ 23,256,148     16,384,432     13,776,062     13,890,707  
Revenue $ 8,811,046     8,994,301     8,547,532     7,113,184  
Net income (loss) $ (7,436,731 )   1,511,568     (141,696 )   (2,376,378 )
Net income (loss) per share   (0.08 )   0.02     (0.00 )   (0.02 )

Year ended January 31, 2022 compared to January 31 2021 in U.S. GAAP- Additional Metrics

Total assets decreased slightly during FY 2022. There was a small increase in fixed assets from the $2.6 million capital project in cultivation grow rooms in Nevada, an increase in inventory resulting from the expansion, and a decrease in cash. 

Working capital deficiency fell slightly to $4.4 million during FY 2022, and operations cash flow was offset by debt and interest payments. There was $2.6 million of cash spent on the capital project.

Shareholders equity improved from $23.3 million to $35.0 million during FY 2022.  Income added $10.9 million, common stock added $1.6 million.

Revenue and Net income discussed above in Item 5.A. "Operating Results". 

Financial Information for FY 2021 and FY 2020 in accordance IFRS

The following table presents selected financial information for the three and twelve months ended January 31, 2021 and January 31, 2020.

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PROFIT AND LOSS   3 months ended January 31,     12 months ended January 31,  
    2021     2020     2021     2020  
Revenue $ 9,145,984   $ 9,512,225   $ 36,127,286   $ 37,705,095  
Inventory expensed to cost of sales   4,229,415     9,728,867     19,052,681     25,810,389  
Net FV adjustments   (606,964 )   (3,196,864 )   (1,577,550 )   (1,243,340 )
                         
Gross profit   5,523,533     2,980,222     18,652,155     13,138,046  
                         
Expenses                        
General and administration   1,908,957     1,871,076     6,971,742     9,300,447  
Sales, marketing, and promotion   38,977     110,547     166,479     1,120,929  
Depreciation and amortization   458,285     512,115     2,112,264     3,405,116  
Share based compensation   97,327     153,184     494,435     492,631  
Inventory impairment   -     -     1,384,922     -  
Total expenses   2,503,546     2,646,922     11,129,842     14,319,123  
                         
Income (loss) from operations   3,019,987     333,300     7,522,313     (1,181,107 )
                         
Other items                        
Interest expense   (2,641,215 )   (1,709,136 )   (4,132,171 )   (3,866,420 )
Accretion expense   (64,842 )   606,378     (355,952 )   (434,331 )
Acquisition reorganisation cost   -     -     (1,204,740 )   -  
Other Income (loss)   18,894     140,364     279,299     (87,795 )
Impairment of goodwill/intangibles & capital assets   -     (23,911,485 )   (116,881 )   (28,051,007 )
Change in fair value of derivative liabilities   (5,996,641 )   4,807,705     (5,731,839 )   4,779,693  
Income (loss) before income taxes   (5,663,817 )   (19,732,874 )   (3,739,971 )   (28,840,937 )
Current income tax expense   (917,823 )   (1,574,959 )   (2,366,046 )   (3,714,666 )
Net income (loss) $ (6,581,640 )   (21,307,833 )   (6,106,017 )   (32,555,603 )
Other comprehensive income                        
Cumulative translation adjustment   34,117     (506,070 )   (405,332 )   (684,336 )
Income (loss) and comprehensive income (loss) for the period   (6,547,523 )   (21,813,903 )   (6,511,349 )   (33,239,939 )

The Company prepared its financial statements in accordance with the IFRS as of January 31, 2021.  All the comparative figures above are in IFRS.

"Revenue" for the fourth quarter ("Q4") of 2021 decreased versus Q4 of 2020 due to a 74% fall in revenues from the restructuring of the Oregon operations. Nevada dispensary revenues in Q4 of 2021 rose 9% year-over-year but fell 1% sequentially from record sales in Q3 of 2021 (after adjusting for number of business days in each quarter).

"Gross profit" rose in FY 2021 mainly due to improvements in Oregon operations and a one-time non-cash charge made in the prior year related to the FV of inventory acquired in the Silver State acquisition, which closed on January 1, 2019.

Oregon sales in FY 2021 amounted to $2.66 million, and were down from FY 2020 for a total of $5.50 million. The Oregon FY 2021 gross profit was $718k versus FY 2020 gross profit (loss) of ($1.01 million).

Expenses for FY 2021 and FY 2020 in IFRS

The expenses in "General and administration" and "Sales, marketing and promotion" are further broken down individually, and by quarter., in the table below. These expenses dropped significantly through the restructure and reorganization of Oregon and corporate operations from Q2 2020 to Q4 2021. The largest savings can be seen in salaries and wages, sales marketing and promotion, and travel and entertainment.

From Q2 2020 to Q4 2021, total selling, general and administration costs decreased from a peak of $3,363,000 in Q2 2020 to a low of $1,624,000 in Q2 2021. The savings are a result of consolidating our Oregon operations and streamlining corporate overhead.

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Selling, general & administration
000' s   Q4 2021     Q3     Q2     Q1     Q4 2020     Q3     Q2     Q1  
Salaries and wages $ 721   $ 899   $ 635   $ 792   $ 1,006   $ 1,025   $ 1,390   $ 1,281  
Accounting/legal/consulting   242     328     156     418     410     150     579     381  
Travel and entertainment   18     20     27     37     71     70     171     118  
License fees, taxes and insurance   628     331     560     329     428     452     496     385  
Office facilities, administrative   119     50     128     120     56     127     197     171  
Sales, marketing and promotion   39     22     31     75     111     213     429     368  
Other   181     75     85     71     84     175     101     160  
  $ 1,948   $ 1,725   $ 1,624   $ 1,841   $ 2,166   $ 2,212   $ 3,363   $ 2,865  

Some figures were reclassified to reflect current presentation. The total costs were unchanged.

"Depreciation and amortization" include provisions for fixed assets, intangibles and amortization of right-of-use assets (leases of buildings, warehouses and offices). The total depreciation and amortization during FY 2021 was $3.37 million , of which $2.11 million was included in expenses, with the remainder of $1.26 million included in inventory and therefore is included as part of "Inventory expensed to cost of sales" in table contained under the "Financial Review of Fiscal Year-End 2022" above. "Share based compensation" is a non-cash item and reflects the issuance of stock options to employees, officers and directors.

"Inventory impairment" is a non-cash item and reflects the write-down of Swell inventories.

Other Items in FY 2021 and FY 2020 in IFRS

"Interest expense" results from the charges on debt instruments, and in Q4 of FY 2021, also included the cost of the warrants paid to the debenture guarantors in November 2020, which was $2.1 million on the 6.2 million warrants, which vested on maturity of the convertible debentures on December 31, 2020 and January 30, 2021. The Company also reversed an accrual of interest expense of $710,954.

"Acquisition reorganization costs" is a charge for the February 19, 2020 restructuring of the Phantom Farms/SDP purchase agreement of $1.2 million.

"Change in fair value of derivative liabilities" is a periodic revaluation of the earn out shares outstanding to vendors of businesses purchased by the Company. These earn out shares are revalued using a Monte Carlo simulation. The fair value of this liability will increase with an increase in the stock price of the Company and vice-versa. The change in fair value must be recorded through the Company's profit or loss statement. As a result, a share price increase period-over-period, will result in a reduction in net income. Therefore, the increase in the share price during Q4 of FY 2021 from C$0.78 to C$1.60 resulted in a charge in Q4 of FY 2021  to the income statement of $5.99 million.

"Current income taxes" for FY 2021 includes a recovery of an over accrual from FY 2020 of $0.56 million.

"Other comprehensive income (loss)," specifically the cumulative translation adjustment, comes about in IFRS when translating the balances between the parent company (investments made in C$) and the US subsidiaries (US$). These foreign exchange gains or losses at each reporting date result from the translation of C$ amounts to US$ (which is our reporting currency).

ADJUSTED EBITDA                        
    Three months ended January 31     Twelve months ended January 31  
    2021     2020     2021     2020  
Income (loss) from operations $ 3,019,987   $ 333,300   $ 7,522,313   $ (1,181,107 )
                         
Net impact, fair value on biological assets   (606,964 )   803,136     (1,577,550 )   2,756,660  
Depreciation and amortization   458,285     512,115     2,112,264     3,405,116  
Share based compensation   97,327     153,184     494,435     492,631  
Inventory impairment   -     -     1,384,922     -  
Lease interest included in interest exp   (78,155 )   (25,534 )   (157,201 )   (102,133 )
Adjusted EBITDA $ 2,890,480   $ 1,776,201   $ 9,779,183   $ 5,371,167  

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YE January 31, 2021 compared to YE January 31, 2020 - Additional Metrics

Total assets increased from $59.3 million to $68.8 million during FY 2021. There was an increase in net cash of $3.1 million.  Right of Use assets increased from $3.3 million to $9.3 million due to the renegotiation of certain leases including extending the term. 

Working capital deficiency fell from $30.9 million to $3.9 million during FY 2021.  We termed out a maturing promissory note of 30 months which resulted in an improvement of $9.7 million.  We entered into a debenture backstop agreement with investors which resulted in the conversion to common shares of almost all the maturing convertible debentures (debt reduced by $6.6 million).  The debenture backstop agreement may have resulted in an increase of share price, causing investors to exercise warrant debentures which resulted in the realization of $5.5 million in cash. 

Shareholders equity improved from $13.6 million to $23.3 million during FY 2021. The net loss of $7.9 million, offset by common stock, added $18.1 million mainly from the conversion of debentures to common shares.

Revenue and Net income discussed above in Item 5.A. "Operating Results". 

B. Liquidity and Capital Resources

Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company's ability to continue as a going concern is dependent on management's ability to raise required funding through future equity or debt issuances. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board are actively involved in the review, planning and approval of significant expenditures and commitments.

The Company's consolidated financial statements for year ended January 31, 2022 have been prepared on a going concern basis, which assumes that the Company will be able to continue its operations and realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

At January 31, 2022, the Company had cash of $3,067,983, a working capital deficit of $4,444,076, and an accumulated deficit of $68,510,333. However, for the year ended January 31, 2022, the Company generated net income and positive cash flows from operations.

Management has taken several actions to ensure that the Company will continue as a going concern through January 31, 2023, including selling its assets and closing its operations in Oregon, reducing headcount and reducing discretionary expenditures. The Company is in the process of seeking additional financing in the form of debt and expects to consolidate current debt on its balance sheet for more favorable terms. Management believes that these actions will enable the Company to continue as a going concern through August 15, 2023. However, there is no assurance that the Company will be able to secure financing on acceptable terms or at all to cover its current obligations. 

Further, there remains uncertainty about the U.S. federal government's position on cannabis with respect to cannabis-legal states. A change in its enforcement policies could impact the ability of the Company to continue as a going concern and have a material adverse impact on the business.

The following table is a summary of C21's balance sheet exposure to U.S. cannabis-related activities as of January 31, 2022:

2022                  
    Operating
Subsidiaries
    Non-Controlling
Investments
    Total  
Current Assets $ 9,301,856   $ -   $ 9,301,856  
Non-current Assets   51,516,301     -     51,516,301  
Total Assets $ 60,818,157   $ -   $ 60,818,157  
Current Liabilities $ 14,514,776   $ -   $ 14,514,776  
Non-Current liabilities   12,086,460     -     12,086,460  
Total Liabilities $ 26,601,236   $ -   $ 26,601,236  

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The following represents the portion of certain assets on C21's consolidated balance sheet that pertain to U.S. Cannabis activity as of January 31, 2022:

  • Inventory: 100%

  • Property plant & equipment: 100%

  • Intangible assets and goodwill: 100%

  • Notes receivable and deposits: 99%

The Company's objectives when managing its capital are to ensure there are enough capital resources to continue operating as a going concern and maintain the Company's ability to ensure sufficient levels of funding to support its ongoing operations and development. The purpose of these objectives is to provide continued returns and benefits to the Company's shareholders. The Company's capital structure includes items classified in debt and shareholders' equity.

The Company manages its capital structure and makes adjustments to it in light of economic conditions and financial needs. The Company, upon approval from its Board, will balance its overall capital structure through new share issues or by undertaking other activities as deemed appropriate under the specific circumstances.

The Board does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business considering changes in economic conditions and the risk characteristics of the Company's underlying assets.

The Company works with its capital advisors, Needham & Company, LLC. based in New York, and CB1 Capital Advisors, LLC ("CB1"), organized in Delaware and based in New York, to identify the best strategic options to execute our corporate growth plans, as well as increasing financial flexibility in managing our debt.

The continued development of the Company will require additional financing. There is no guarantee that the Company will be able to achieve its business objectives. The Company intends to fund its business objectives by way of additional offerings of equity and/or debt financing. The failure to raise or procure such additional funds could result in the delay or indefinite postponement of current business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on terms acceptable to the Company. If additional funds are raised by offering equity securities or convertible debt, existing shareholders could suffer significant dilution. Any debt financing secured in the future could involve the granting of security against assets of the Company and also contain restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities, including potential acquisitions. The Company will require additional financing to fund its operations until positive cash flow is achieved.

For further information, see Management's Discussion and Analysis, attached hereto as Exhibit 15.1, and incorporated by reference herein.

C. Research and Development, Patents and Licenses, etc.

Through its research and development activities, the Company expects to create proprietary genetics, processes, technologies, and products from its existing Oregon and Nevada operations, as well as from future expansion in new markets. The Company may license these genetics, processes, technologies, and products as part of its future business. The Company may also seek appropriate federal patent, trademark, copyright, and other customary intellectual property protections when the same become available and/or are appropriate.

D. Trend Information

United States Industry Background and Trends

The emergence of the legal cannabis sector in the United States, both for medical and adult use, has been rapid as more states adopt regulations for its production and sale. Today 60% of Americans live in a state where cannabis is legal in some form and almost a quarter of the population lives in states where it is fully legalized for adult use. 

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The use of cannabis and cannabis derivatives to treat or alleviate the symptoms of a wide variety of chronic conditions has been generally accepted by a majority of citizens with a growing acceptance by the medical community as well. A review of the research, published in 2015 in the Journal of the American Medical Association, found evidence that cannabis can treat pain and muscle spasms. The pain component is particularly important, because other studies have suggested that cannabis can replace patients' use of highly addictive, potentially deadly opiates - meaning cannabis legalization literally improves lives.

Polls throughout the United States consistently show overwhelming support for the legalization of medical cannabis, together with strong majority support for the full legalization of recreational adult-use cannabis. According to an April 2021 Pew Research Center survey, around nine-in-ten Americans favor some form of cannabis legalization, with only 8% saying cannabis should not be legal in any form.  In that survey, 91% of U.S. adults support legalizing cannabis either for medical and recreational use (60%) or medical use only (31%). These are large increases in public support over the past 40 years in favor of legalized cannabis use.

Notwithstanding that 36 states and the District of Columbia have now legalized adult-use and/or medical cannabis, cannabis remains illegal under U.S. federal law with cannabis listed as a Schedule I drug under the CSA.

Currently the Company only operates in the states of Oregon and Nevada. The Company may expand into other states within the United States that have legalized cannabis use either medicinally or recreationally.

United States Regulatory Environment

U.S Federal Regulatory Environment

Under U.S. federal law, marijuana is currently a Schedule I drug. The CSA has five different tiers or schedules. A Schedule I drug means the DEA considers it to have a high potential for abuse, no accepted medical treatment, and lack of accepted safety for the use of it even under medical supervision. Other Schedule I drugs are heroin, LSD and ecstasy. The Company believes the CSA categorization as a Schedule I drug is not reflective of the medicinal properties of marijuana or the public perception thereof, and numerous studies show cannabis is not able to be abused in the same way as other Schedule I drugs, has medicinal properties, and can be safely administered. Additionally, while some studies show cannabis is less harmful than alcohol, alcohol is not classified under the CSA.

Thirty-six (36) states and the District of Columbia, have now legalized adult-use and/or medical marijuana. The federal government sought to provide guidance to enforcement agencies and banking institutions with the introduction of the U.S. Department of Justice Memorandum drafted by former Deputy Attorney General James Michael Cole in 2013 (the "Cole Memo") and FinCEN guidance in 2014.

The Cole Memo offered guidance to federal enforcement agencies as to how to prioritize civil enforcement, criminal investigations and prosecutions regarding marijuana in all states. The memo put forth eight prosecution priorities:

  • preventing the distribution of marijuana to minors;

  • preventing revenue from the sale of marijuana from going to criminal enterprises, gangs and cartels;

  • preventing the diversion of marijuana from states where it is legal under state law in some form to other states;

  • preventing the state-authorized marijuana activity from being used as a cover or pretext for the trafficking of other illegal drugs or other illegal activity;

  • preventing the violence and the use of firearms in the cultivation and distribution of marijuana;

  • preventing the drugged driving and the exacerbation of other adverse public health consequences associated with marijuana use;

  • preventing the growing of marijuana on public lands and the attendant public safety and environmental dangers posed by marijuana production on public lands; and,

  • preventing marijuana possession or use on federal property.

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In January 2018, the then United States Attorney General, Jeff Sessions, by way of issuance of a new U.S. Department of Justice Memorandum (the "Sessions Memo"), rescinded the Cole Memo and thereby created a vacuum of guidance for U.S. enforcement agencies and the DOJ.  Rather than establish national enforcement priorities particular to marijuana-related crimes in jurisdictions where certain marijuana activity was legal under State law, the Sessions Memo instructs that "[i]n deciding which marijuana activities to prosecute... with the [DOJ's] finite resources, prosecutors should follow the well-established principles that govern all federal prosecutions." Namely, these include the seriousness of the offense, history of criminal activity, deterrent effect of prosecution, the interests of victims, and other principles.

Former United States Attorney General Sessions resigned on November 7, 2018 and was replaced by William Barr on February 14, 2019. On December 14, 2020, former President Trump announced that Mr. Barr would be resigning from his post as Attorney General, effective December 23, 2020. Merrick Garland, President Biden's nominee to succeed Mr. Barr, was sworn in as the current United States Attorney General on March 11, 2021. During his campaign, President Biden stated a policy goal to decriminalize possession of cannabis at the federal level, but he has not publicly supported the full legalization of cannabis. In response to questions posed by Senator Cory Booker, Merrick Garland stated during February 2021 congressional testimony that he would reinstitute a version of the Cole Memo. He reiterated the statement that the Justice Department under his leadership would not pursue cases against Americans "complying with the laws in states that have legalized and are effectively regulating marijuana", in written responses to the Senate Judiciary Committee provided around March 1. It is not yet known whether the Department of Justice under President Biden and Attorney General Garland, will re-adopt the Cole Memo or announce a substantive marijuana enforcement policy. Justice Garland indicated at a confirmation hearing before the United States Senate that it did not seem to him to be a useful use of limited resources to pursue prosecutions in states that have legalized and that are regulating the use of marijuana, either medically or otherwise. It is unclear what specific impact the new Biden administration will have on U.S. federal government enforcement policy. There is no guarantee that state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. Unless and until the United States Congress amends the CSA with respect to cannabis (and as to the timing or scope of any such potential amendments there can be no assurance), there is a risk that federal authorities may enforce current U.S. federal law.

Due to the CSA categorization of marijuana as a Schedule I drug, U.S. federal law makes it illegal for financial institutions that depend on the Federal Reserve's money transfer system to take any proceeds from marijuana sales as deposits. Banks and other financial institutions could be prosecuted and possibly convicted of money laundering for providing services to cannabis businesses under the Bank Secrecy Act. Under U.S. federal law, banks or other financial institutions that provide a cannabis business with a checking account, debit or credit card, small business loan, or any other service could be found guilty of money laundering or conspiracy.

While there has been no change in U.S. federal banking laws to account for the trend towards legalizing medical and recreational marijuana by U.S. states, FinCEN has issued guidance advising prosecutors of money laundering and other financial crimes not to focus their enforcement efforts on banks and other financial institutions that serve marijuana-related businesses, so long as that business is legal in their state and none of the federal enforcement priorities are being violated (such as keeping marijuana away from children and out of the hands of organized crime). The "FinCEN Guidance" also clarifies how financial institutions can provide services to marijuana-related businesses consistent with the Bank Secrecy Act obligations, including thorough customer due diligence, but makes it clear that they are doing so at their own risk.

The customer due diligence steps include:

  • verifying with the appropriate state authorities whether the business is duly licensed and registered;

  • reviewing the license application (and related documentation) submitted by the business for obtaining a state license to operate its marijuana-related business;

  • requesting from state licensing and enforcement authorities available information about the business and related parties;

  • developing an understanding of the normal and expected activity for the business, including the types of products to be sold and the type of customers to be served (e.g., medical versus recreational customers);

  • ongoing monitoring of publicly available sources for adverse information about the business and related parties;

  • ongoing monitoring for suspicious activity, including for any of the red flags described in this guidance; and

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  • refreshing information obtained as part of customer due diligence on a periodic basis and commensurate with the risk. With respect to information regarding state licensure obtained in connection with such customer due diligence, a financial institution may reasonably rely on the accuracy of information provided by state licensing authorities, where states make such information available.

Due to the fear by financial institutions of being implicated in or prosecuted for money laundering, cannabis businesses are often forced into becoming "cash-only" businesses. As banks and other financial institutions in the U.S. are generally unwilling to risk a potential violation of federal law without guaranteed immunity from prosecution, most refuse to provide any kind of services to cannabis businesses. Despite the attempt by FinCEN to legitimize cannabis banking, in practice its guidance has not made banks much more willing to provide services to cannabis businesses. This is because, as described above, the current law does not guarantee banks immunity from prosecution, and it also requires banks and other financial institutions to undertake time-consuming and costly due diligence on each cannabis business they take on as a customer. Recently, some banks that have been servicing cannabis businesses have been closing accounts operated by cannabis businesses and are now refusing to open accounts for new cannabis businesses for the reasons enumerated above.

The few credit unions who have agreed to work with cannabis businesses are limiting those accounts to no more than 5% of their total deposits to avoid creating a liquidity risk. Since the federal government could change the banking laws as it relates to cannabis businesses at any time and without notice, these credit unions must keep sufficient cash on hand to be able to return the full value of all deposits from cannabis businesses in a single day, while also servicing the need of their other customers.  Those state-chartered banks and credit unions that do have customers in the cannabis industry charge marijuana businesses high fees to pass on the added cost of ensuring compliance with the FinCEN Guidance. Unlike the Cole Memo, however, the FinCEN Guidance from 2014 has not been rescinded.

The U.S. Treasury Department has publicly stated they were not informed of the then Attorney General Jeff Sessions' desire to rescind the Cole Memo and do not have a desire to rescind the FinCEN Guidance for financial institutions.  The former Secretary of the U.S. Department of the Treasury, Stephen Mnuchin, publicly stated that he did not have a desire to rescind the FinCEN Guidance.  The newly appointed Secretary of the Treasury, Janet Yellen, has not yet articulated an official Treasury Department position with regard to the FinCEN Guidance and thus as an industry best practice and consistent with its standard operating procedures, the Company adheres to all customer due diligence steps in the FinCEN Guidance.

Because the DOJ memorandums serve as discretionary agency guidance and do not constitute a force of law, cannabis related businesses have worked to continually renew the Rohrabacher-Blumenauer Amendment (originally the Rohrabacher-Farr Amendment) that has been included in federal annual spending bills since 2014. This amendment restricts the DOJ from using federals funds to prevent states with medical cannabis regulations from implementing laws that authorize the use, distribution, possession or cultivation of medical cannabis. In 2017, Senator Patrick Leahy (D-Vermont) introduced a parity amendment to H.R.1625 - a vehicle for the Consolidated Appropriations Act of 2018, preventing federal prosecutors from using federal funds to impede the implementation of medical cannabis laws enacted at the state level, subject to Congress restoring such funding.

An additional challenge to cannabis-related businesses is that the provisions of Section 280E of the Code are being applied by the IRS to businesses operating in the medical and adult use cannabis industry. Section 280E of the Code prohibits cannabis businesses from deducting their ordinary and necessary business expenses, forcing them to pay higher effective federal tax rates than similar companies in other industries. The effective tax rate on a cannabis business depends on how large its ratio of non-deductible expenses is to its total revenues. Therefore, businesses in the legal cannabis industry may be less profitable than they would otherwise be.

Another aspect of federal law is that it provides that cannabis and cannabis products may not be transported across state lines in the United States. As a result, all cannabis consumed in a state must be grown and produced in that same state. This dynamic could make it more difficult for the Company, in the short term, to maintain a balance between supply and demand. If excess cultivation and production capacity is created in any given state and this is not matched by increased demand in that state, then this could exert downward pressure on the retail price for the products the Company sells. If too many retail licenses are offered by state authorities in any given state, then this could result in increased competition and exert downward pressure on the retail price for the products the Company sells. On the other hand, if cultivation and production in a state fails to match growing demand then, in the short term, there could be insufficient supply of product in a state to meet demand and while the Company may be able to raise its prices there could be inadequate product availability in the short term, causing the Company's revenue in that state to fall.

Progressive federal legislation has been both introduced in the U.S. House of Representatives and received positive votes in recent years. On September 26, 2019, the U.S. House of Representatives passed the Secure and Fair Enforcement Banking Act of 2019 (commonly known as the "SAFE Banking Act"), which aims to provide safe harbor and guidance to financial institutions that work with legal U.S. cannabis businesses. On May 11, 2020, the U.S. House of Representatives introduced the Health and Economic Recovery Omnibus Emergency Solutions Act (the "HEROES Act"), an economic stimulus package which included the language of the SAFE Banking Act. On September 28, 2020, the House introduced a revised version of the HEROES Act, including the text of the SAFE Act for a second time. The revised bill was passed by the House of Representatives on October 1, 2020 before going to the Senate. On December 21, 2020, Congress reached a deal for a different $900 billion stimulus package. On April 19, 2021, the House again passed the SAFE Banking Act. On July 14, 2022, the U.S. House of Representatives voted to include the SAFE Act in the fiscal year 2023 defense budget bill (the 2023 National Defense Authorization Act - "NDAA"), but it is unclear how the U.S. Senate will vote or whether the U.S. Senate will strip the SAFE Act from the NDAA, as it has done in the past.  While Congress may consider legislation in the future that may address these issues, there can be no assurance of the content of any proposed legislation or that such legislation will ever be passed.

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Further, the Marijuana Opportunity Reinvestment and Expungement Act, also known as the "MORE Act", is a proposal to legalize cannabis and expunge prior cannabis related convictions. On November 20th, 2019 the MORE Act was passed by the House Judiciary Committee, and although the House of Representatives voted to pass the MORE Act on December 4, 2020, it failed to pass in the Senate prior to the end of the 2020 legislative session. There can be no assurance that it will be passed in its current form or at all.

The Joseph R. Biden Administration and balance of power in U.S. Congress may impact the likelihood of any legal developments regarding cannabis at the national level, including the passage of the SAFE Banking Act and the MORE Act, as well as potential executive action to clarify federal policy toward the industry, although it is uncertain whether and in what manner any such federal changes will occur. On a federal level, President Biden campaigned on a platform that included cannabis decriminalization. Democrats, who are generally more supportive of federal cannabis reform than Republicans, maintained their majority in the House of Representatives, although at a smaller margin than initially expected, and have gained sufficient seats in the Senate to control a majority by a single vote.  As of this writing, both the SAFE Banking and MORE Acts have yet to receive action in the U.S. Senate, however, in late 2020, incoming Senate Majority Leader Charles Schumer made comments on multipole occasions suggesting that passage of these bills and potential additional favorable federal legislation are on his agenda.  The Company continues to monitor U.S. federal law and the law in all jurisdictions where it is active, with respect to (a) compliance with applicable state regulatory frameworks, and (b) potential exposure and implications arising from U.S. federal law.

On July 21, 2022, U.S. Senate Majority Leader Chuck Schumer (D-NY), Senate Finance Committee Chairman Ron Wyden (D-OR) and Sen. Cory Booker (D-NJ) formally filed the Cannabis Administration and Opportunity Act ("CAOA"), a much-anticipated bill to federally legalize marijuana and promote social equity.  On July 22, 2022, Assistant Democratic Leader Patty Murray (D-WA) and Sen. Gary Peters (D-MI) signed onto the CAOA.  The CAOA would legalize cannabis nationwide, ending federal prohibition and expunging records of some cannabis offenders, and it also lays out a framework to establish a federal cannabis tax and FDA regulations for cannabis products.  It is unclear if the bill has any chance of passing the U.S. Senate during the 2022 legislative session (i.e., the 117th Congress).  Regardless, the Company will monitor the CAOA bill, and its progress.

The following sections describe the legal and regulatory landscape in Oregon and Nevada, states in which the Company operates. The Company believes that its operations are in full compliance with all applicable state laws, regulations and licensing requirements. Nonetheless, for the reasons described above and the risks further described under the heading "Risk Factors" herein, there are significant risks associated with the business of the Company. Readers are strongly encouraged to carefully read all of the risk factors contained under the heading "Risk Factors" herein.

Oregon Regulatory Environment

Oregon Summary

Oregon has both medical and adult-use marijuana programs. In 1998, Oregon voters passed a limited, non-commercial patient/caregiver medical marijuana law with an inclusive set of qualifying conditions that included chronic pain. In 2013, the legislature passed, and the governor signed, House Bill 3460 to create a regulatory structure for existing unlicensed medical marijuana dispensaries. However, the original regulations created by the Oregon Health Authority ("OHA") after the passage of House Bill 3460 were minimal and only regulated storefront dispensaries, leaving cultivators and manufacturers within the unregulated patient/caregiver system.

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On June 30, 2015, Oregon Governor Kate Brown signed House Bill 3400 into law, which improved on the existing regulatory structure for medical marijuana businesses and created a registration process for processors. In November of 2014, Oregon voters passed Measure 91, "Control, Regulation, and Taxation of Marijuana and Industrial Hemp Act", creating a regulatory system for individuals 21 years of age and older to purchase marijuana for personal use from licensed marijuana businesses.

The OHA registers and regulates medical marijuana businesses and OLCC licenses and regulates adult-use marijuana businesses. There are six (6) distinct types of license types available for medical and adult-use businesses: Producer (cultivation), Processing (manufacturing), Wholesale, Retail, Laboratory (testing), and Research. Vertical integration between cultivation, processing, and retail is permissible, but not required, for both medical and adult-use.

The law does not impose a limit on the number of licenses. Local governments may enact local ordinances and rules to place reasonable zoning and time, place and manner restrictions, including restrictions on the number of both medical and adult-use marijuana businesses, on licensees within their jurisdiction. Further, House Bill 3400 also allowed for a "local option," to permit local city councils and county commissions to pass an ordinance prohibiting adult-use marijuana businesses if a subject jurisdiction voted against Measure 91 by greater than fifty-five percent (55%), and if after December 2015, such ordinance were then referred to the voters in the next general election. Approximately 80 Oregon cities and 16 counties prohibit adult-use marijuana businesses. Subsequent bills passed during the 2016 legislative session removed the two-year residency requirement that existed within House Bill 3400.

Governor Kate Brown's Executive Order 19-09 was issued October 3, 2019, to address the vaping public health crisis and alleged vaping-associated lung injury. As directed by the Governor, OHA adopted a rule banning the sale of flavored vaping products, but the Oregon Court of Appeals stayed enforcement of the rule.  Due to the court ruling, on January 16, 2020, the Oregon Health Authority suspended the temporary rule banning sales of flavored vaping products.

On April 4, 2022, the Governor signed into law House Bill 4016 ("HB 4016") establishing a licensing moratorium on all marijuana license types except laboratories. The HB 4016 moratorium applies only to marijuana licenses and does not affect worker permits, research certificates, or hemp certificates. The moratorium is in effect from January 1, 2022, through March 31, 2024.

Oregon Regulatory Framework

Oregon Revised Statutes Chapter 475 B (Cannabis Regulation) provides the regulatory framework for both the recreational and medical cannabis industries in Oregon. The OLCC implementation of the recreational cannabis statutes are found in Oregon Administrative Rules Chapter 845, Division 25. The Oregon Medical Marijuana Program ("OMMP") implementation of the medical cannabis statutes are found in Oregon Administrative Rules Chapter 333, Division 8. Chapter 333, Division 7 provides the packaging, labelling and dosage limits for both programs, and Chapter 333, Division 64 governs the accreditation of laboratories for testing.

Both the OLCC and the OMMP rules include licensing requirements and materials, as well as criteria for approval or denial of license applications.

Oregon Licensing Requirements

Licenses issued by OLCC may be renewed annually so long as the licensee meets the requirements of the law and pays the renewal fee. There is no maximum number of licenses per owner, except for cultivation licenses located at the same address.

Applicants must demonstrate (and license holders must maintain) that: (i) they are registered with the Oregon Secretary of State to do business in Oregon; (ii) they have the operational expertise required by the individual license type, demonstrated by submission of an operation plan; (iii) they have the documented ability to secure the premises, as well as resources and personnel necessary to operate the license; (iv) they have the ability to maintain accountability of all cannabis and cannabinoid products and by-products via the state mandated "seed-to-sale" Cannabis Tracking System ("CTS") software, to prevent diversion or unlawful access to these materials; (v) all applicants, owners and those with the requisite control have passed background screening, inclusive of fingerprinting; and (vi) they comply with all local ordinances, including local land use and planning in the development of the licensed site.

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Oregon Security Requirements

A licensee must always maintain a fully operational alarm and video monitoring system. Commercial grade, non-residential door locks and steel doors are required on every external door. The alarm system must detect unauthorized entry into the licensed premises. The 24-hour video surveillance system must record at a high-resolution format approved by the OLCC and have camera coverage which covers all areas of the facility without any blackout areas, including camera coverage requirements for ingress and egress. Video footage must be backed-up for a minimum of 90 days and be available upon request. Additionally, the camera system must have the ability to print still photos.

Oregon Transportation and Storage Requirements

Recreational and medicinal cannabis and cannabis products must be stored in a secured, locked room or vault. Vaults that are large enough to allow a person to walk in must have cameras inside so that there is no blind spot. Smaller safes must be bolted to the floor. When products are transferred between licensees, they must first be fully manifested through the state mandated "seed-to-sale" CTS. This written manifest must include: (i) departure date and time, (ii) name, address, and license number of the originating licensee, (iii) name, address, and license number of the recipient, (iv) quantity and form of any cannabis or cannabis delivery device being transported, (v) arrival date and time, (vi) delivery vehicle make and model and license plate number; and (vii) name and signature of the employee delivering the product. A copy of this manifest is provided to the receiving licensee for their verification. Upon receiving the transfer, the licensee must immediately verify the shipment versus the manifest and accept it electronically within the "seed-to-sale" CTS. This completes the inventory transfer. OLCC licensees must maintain these records for a minimum of three years. During transport, all product is packaged individually by order, and maintained within a locked receptacle within the vehicle. All deliveries must be completed within 24 hours.

OLCC Department Inspections

The OLCC conducts announced and unannounced inspections of all licensed facilities to determine compliance with laws and rules. The OLCC will inspect a licensee upon receiving a complaint or notice that the licensee has violated any existing rules. The OLCC will also conduct an annual license renewal inspection at the time of application approval. Inspections can cover all records, personnel, equipment, security and operational methodologies.

Oregon Compliance

The Company is currently licensed to operate cultivation, processing, distribution and retail operations within Oregon, however it is in the process of divesting all of its Oregon licenses. To date, the Company has not experienced any compliance or enforcement actions against the above-mentioned licenses, and the Company has not been served any notices of non-compliance by any state regulatory body.

The Company maintains credit union banking relationships which provide the Company the ability to safely and lawfully pay for all expenses that should arise from the day-to-day operations of its license. The Company monitors all licensed activities and performs site visits to validate compliance with local statutes. This monitoring includes but is not limited to "seed-to-sale" CTS records and accuracy, standard operating procedures, required signage and public health warnings, local permitting and zoning, license approvals and renewals, and all communication with regulatory bodies. Each employee is instructed on the most recent standard operating procedures. All sites have 24-hour video surveillance of the entire premises. The Company also utilizes the state-mandated CTS system in all jurisdictions in which it operates. State inspections, for any reason, including initial application, renewal or change of ownership, have not resulted in any compliance related issues to date.

Nevada Regulatory Environment

Nevada Summary

Nevada has a medical marijuana program and passed an adult-use (21 and older) legalization through the ballot box in November 2016. In 2000, Nevada voters passed a medical marijuana initiative allowing physicians to recommend cannabis for an inclusive set of qualifying conditions, including severe pain and created a limited non-commercial medical marijuana patient/caregiver system. Senate Bill 374, which passed the legislature and was signed by the Governor in 2013, expanded this program and established a for-profit regulated medical marijuana industry.

The Nevada Division of Public and Behavioral Health licensed medical marijuana establishments up until July 1, 2017 when the state's medical marijuana program merged with adult-use marijuana enforcement under the Nevada Department of Taxation ("NDOT"). In 2014, Nevada accepted medical marijuana business applications and a few months later the Division approved 182 cultivation licenses, 118 licenses for the production of edibles and infused products, 17 independent testing laboratories, and 55 medical marijuana dispensary licenses. The number of dispensary licenses was then increased to 66 by legislative action in 2015. The application process is merit-based, competitive, and is currently closed. Nevada residency is not required to own or invest in a Nevada medical cannabis business. In addition, vertical integration is neither required nor prohibited. Nevada's medical law includes patient reciprocity, which permits medical patients from certain other states to purchase medical marijuana from Nevada dispensaries. Nevada also allows for dispensaries to deliver medical marijuana to patients.

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Under Nevada's adult-use marijuana law, the NDOT licensed marijuana cultivation facilities, product manufacturing facilities, distributors, retail stores and testing facilities. After merging medical and adult-use marijuana regulation and enforcement, the single regulatory agency is now known as the Marijuana Enforcement Division of the NDOT. Until November 2018, applications to the NDOT for adult-use establishment licenses were being accepted from existing medical marijuana establishments and existing liquor distributors for the adult-use distribution license.

In February 2017, the NDOT announced plans to issue "early start" adult use marijuana establishment licenses in the summer of 2017. These licenses, beginning on July 1, 2017, allowed marijuana establishments holding both a retail marijuana store and dispensary license to sell their existing medical marijuana inventory as either medical or adult-use marijuana, and expired 90 days after January 1, 2018 (per Sec. 24 of LCB File No. T002-17). Starting July 1, 2017, medical and adult-use marijuana have incurred a 15% excise tax on the first wholesale sale (calculated on the fair market value) and adult-use cannabis have incurred an additional 10% special retail marijuana sales tax in addition to any general state and local sales and use taxes.

On January 16, 2018, the Marijuana Enforcement Division of the NDOT issued final rules governing its adult-use marijuana program, pursuant to which up to sixty-six (66) permanent adult-use marijuana dispensary licenses will be issued. Existing adult-use marijuana licensees under the "early start" regulations must re-apply for licensure under the permanent rules in order to continue adult-use sales.

In May of 2019, Governor Steve Sisolak signed into law Senate Bill 32, that increased transparency in the licensing process by releasing certain information about license applicants, as well as methods used to issue licenses. In June 2019, Governor Sisolak approved Assembly Bill 132 making Nevada the first state to ban employers from refusing to hire job applicants who test positive for marijuana during the hiring process.

As of August 23, 2019, as a result of discrepancies discovered in the application process by the State of Nevada, a court issued a partial preliminary injunction against the State of Nevada from moving forward with the numerous holders of provisional licenses awarded under the December 5, 2018, provisional license awards. In addition to the preliminary injunction, the State of Nevada and various intervenors remain subject to ongoing litigation.

In early 2019, Nevada legislature passed Nevada Assembly Bill 533 ("AB 533"), which authorized the formation of the Cannabis Compliance Board (the "CCB") to be vested with the authority to license and regulate persons and establishments engaged in cannabis activities within Nevada.  The CCB consists of an executive director and five board members appointed by the Governor Steve Sisolak. Board members must have expertise in a range of fields, including financial and accounting, law enforcement, medicine, regulatory and legal compliance, and cannabis. AB 533 also established the Cannabis Advisory Commission (the "CAC") which serves to study cannabis-related issues and make recommendations to the CCB. The CAC consists of 12-members appointed by the governor representing relevant state agencies and members of the cannabis industry and the public. Pursuant to AB 533, the CCB is mandated with studying the feasibility and safe implementation of licensing for lounges, in addition to their general authority and oversight of cannabis operations in Nevada. The CCB held its first meeting in July 2021, and regularly meets regarding public health and safety, license suspensions, and has recently held public workshops regarding cannabis consumption lounges.

Nevada Regulatory Framework

Nevada Revised Statues 678C and 678D regulate the Medical and Adult Use of cannabis in Nevada.  Nevada Administrative Code 453D provides a regulatory framework that outlines the function of the CCB Marijuana program. Subsections of this chapter outline licensing and enforcement guidelines which guide the CCB.

Nevada Licensing Requirements

Licenses issued by CCB can be renewed annually so long as the licensee continues to demonstrate compliance with local and state law and pays the renewal fee. Dispensary/Retail store licenses have a set statutory "cap" (per NRS 453D.210 & NRS 453A.324), other license types do not. Moreover, statutory license caps can only be changed by the Nevada legislature, which meets bi-annually. Marijuana businesses in Nevada may also be governed by local ordinances, which can include caps on the number of marijuana businesses, zoning limitations, and additional screening of business owners and investors. Applicants must demonstrate (and license holders must maintain) that: (i) they are registered with the Nevada Secretary of State to do business in Nevada, (ii) they have contributed to the advancement of the State of Nevada via regular tax payments, (iii) they do not have interests in the Casino or Alcohol industries, (iv) they have the operational expertise required by the individual license type, demonstrated by submission of an operation plan, (v) they have the ability to secure the premises, resources, and personnel necessary to operate the license, (vi) they have the ability to maintain accountability of all cannabis and cannabinoid products and by-products via the state mandated "seed-to-sale" CTS to prevent diversion or unlawful access to these materials, (vii) they have the financial ability to maintain operations for the duration of the license, (viii) all owners have passed background screening, inclusive of fingerprinting, and (ix) all local land use, zoning, and planning notices have been followed in the development of the licensed site.

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Nevada Security Requirements

A licensee must maintain a fully operational alarm and video monitoring system at all times. The alarm system must secure all points of ingress and egress and be equipped with motion detectors. The 24-hour video surveillance system must record at a high-resolution format approved by the CCB and have camera coverage which covers all areas of the facility without any blind spots. Video footage must be backed-up for a minimum of 30 days in hard-form. Cultivation and product manufacturing sites are not open to the public.

Nevada Transportation and Storage Requirements

Cannabis and cannabis goods must be stored in a lockable safe or vault at any time that employees are not on location. Any storage container that is large enough to allow an employee to walk into it must have cameras placed inside. Goods to be transported to another licensee must be fully manifested via the state mandated "seed-to-sale" CTS prior to being transported.

Nevada Department of Taxation Inspections

The CCB conducts announced and unannounced inspections of all licensed facilities to determine compliance with laws and rules. The CCB will inspect a licensee in the event of a complaint indicating that the licensee has or is actively violating existing statute. The CCB will also inspect at the time of any modification, as well as at the time of annual renewal.

Nevada Product Testing and Packaging Requirements

Both medical and adult-use marijuana and marijuana products are subject to stringent testing and packaging requirements. Before usable marijuana, concentrated marijuana, or marijuana products may be packaged for further processing or for transfer to a dispensary or retail store, an independent testing laboratory licensed by the CCB must collect samples from each homogenized lot or production run for testing. These samples are tested by the independent testing laboratory for compliance with specified limits on contaminants such as yeast and mold, heavy metals and pesticides, and microbes. Testing is also done to determine the potency of the sample. Cultivation and product manufacturing facilities are also subject to random quality assurance compliance testing at the discretion of the CCB. Generally, if a sample fails any of the tests conducted by the testing laboratory, the entire lot or production run must be destroyed.

All marijuana or marijuana products intended to be sold to consumers must be individually packaged, sealed, and labeled. Edible products must be packaged in opaque, child-resistant containers. Depending on the type of marijuana product, the CCB places limit on the amount of THC that a single package of marijuana may contain or the number of ounces of product a package may contain. All packages of marijuana or marijuana product sold to consumers must have detailed labels that include, inter alia, various warnings about the effects and risks of marijuana use; the name, license number, and contact information of the dispensary or retail store conducting the sale; the name and license number of the cultivation or product manufacturing facility that harvested or produced the marijuana or marijuana product; the potency levels of the marijuana or marijuana product; and the date the marijuana or marijuana product was harvested or produced.

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Public Opinion

The increase in state legalization of cannabis use is largely a result of changing public opinion in the United States. According to an October 2017 poll conducted by Gallup, 64% of Americans think that the use of cannabis should be made legal, the highest level in the 48 years that Gallup has conducted the poll. Further, in the 2016 Gallup poll, support among adults aged 18 to 34 increased from 35% to 77% between 2005 and 2016 and support among adults aged 35 to 54 increased from 35% to 61% over the same period. According to an April 2017 Quinnipiac University Poll, 94% of U.S. voters support the medical use of cannabis if recommended by a physician. An April 2021 Pew Research Center poll found that 91% of U.S. voters support legal marijuana for either medical or recreational use; only 8% of U.S. voters say marijuana should not be legal for use by adults.  As of July 21, 2022, by a margin of more than 2 to 1, Americans favor a federal mandate legalizing the adult use of marijuana nationwide, according to polling data compiled by The Economist and YouGov.com. 

Industry Outlook

Due to increases in state legalization and shifting public opinion, state-legal cannabis industry sales have grown substantially in recent years. According to a recent study by MJBiz, a division of Emerald X, LLC, and leading business-to-business industry resources, legal sales of marijuana are expected to reach $33 billion by the end of 2022, a 32% increase over 2021's total of $25 billion.  By 2026, MJBiz estimates annual sales will exceed $52 billion.

E. Critical Accounting Estimates

The preparation of the Company's financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from those estimates and judgments.

Areas requiring a significant degree of estimation and judgment relate to the determination of business combinations, impairment of long-lived assets and inventory, fair value measurements, useful lives, depreciation and amortization of property, equipment and intangible assets, the recoverability and measurement of deferred tax assets and liabilities and share-based compensation.

i. Business combinations

Judgment is used in determining whether the Company's acquisition is considered a business combination or an asset acquisition. Additionally, judgment is required to assess whether any amounts paid on the achievement of agreed upon milestones represents contingent consideration or compensation for post-acquisition services. Judgment is also required to assess whether contingent consideration arising from an acquisition should be classified as a liability or equity. Contingent consideration classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement by the Company is accounted for within equity. Contingent consideration classified as a liability is remeasured at reporting period ends in accordance with the Company's accounting policies for financial liabilities.

ii. Impairment of long-lived assets

When there are indications that an asset may be impaired, the Company is required to estimate the asset's recoverable amount. The recoverable amount is the greater of carrying value and fair value less costs of disposal. Determining the recoverable amount requires the Company to estimate expected future cash flows associated with the assets and a suitable discount rate in order to calculate present value. Irrespective of indicators of impairment, management conducts an annual impairment test of goodwill by comparing its recoverable amount to its carrying amount. For the years ended January 31, 2022 and 2021, the recoverable amount of goodwill allocated to the Nevada reporting unit exceeded its carrying amount and as such, no impairment was noted.

iii. Inventories

Inventory consists of raw materials, consumables and packaging supplies used to prepare inventory for sale, work in process consisting of pre-harvested cannabis plants, by products to be extracted, oils and terpenes, and finished goods. Inventory is valued at the lower of cost and net realizable value, with cost determined using the weighted average cost method.  The net realizable value of inventory represents the estimated selling price for inventory in the ordinary course of business, less all estimated costs of completion and selling costs. The determination of net realizable value requires significant judgment, including consideration of factors such as shrinkage, demand for inventory, and expected selling price, reserves, if any, for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The estimates are judgmental in nature and are made at a point in time, using available information, expected business plans and expected market conditions.

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iv. Fair value measurements

Certain assets and liabilities held by the Company are measured at fair value. In estimating fair value, the Company uses market-observable data to the extent that such data is available. In certain situations where Level 1 inputs are not available, the Company makes an estimate or engages qualified, third-party valuators to perform the valuation.

v. Estimated useful lives and depreciation and amortization of property, equipment and intangible assets

The Company's depreciation and amortization of property, equipment and intangible assets are dependent on the estimation of the assets' useful lives, which requires management to exercise judgment. The Company's assessment of any impairment of assets is dependent on its estimation of recoverable amounts that consider various factors, including market and economic conditions and the assets' useful lives.

vi. Share-based compensation

The Company uses the Black-Scholes option pricing model to measure share-based compensation. The Company's estimate of share-based compensation is dependent on measurement inputs including the share price on measurement date, exercise price of the option, volatility, risk-free rate, expected dividends, and the expected life.

vii. Convertible notes

The identification of convertible note components is based on interpretations of the substance of the contractual arrangement and therefore requires judgement from management.

viii. Financial Instruments

Financial instruments are contracts that give rise to a financial asset of one party and a financial liability or equity instrument of another party. Financial instruments are recorded initially at fair value, which is 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. Subsequent measurement depends on how the financial instrument has been classified and may be at fair value or amortized cost. For financial instruments subsequently measured at fair value, the Company calculates the estimated fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available, the Company uses standard pricing models including the Black-Scholes option pricing model.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - Inputs that are not based on observable market data.

There have been no transfers between fair value hierarchy levels during the years ended January 31, 2022 and 2021.

The Company's measures the derivative liability at fair value using Level 3 inputs.

The Company's cash, receivables, accounts payable and accrued liabilities, and income taxes payable are recorded at cost. The carrying values of these financial instruments approximate their fair value due to their short-term maturities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

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Financial instruments subsequently measured at amortized cost include promissory note payable, and reclamation obligation.

Item 6. Directors, Senior Management and Employees

A. Directors and Senior Management

The size of the Company's Board is currently set at four. The Company's directors are elected annually by the shareholders and hold office until the net annual general meeting or until their successors are duly elected and qualified, unless their office is earlier vacated in accordance with the BCBCA and the Company's articles of incorporation. The Company's current directors and officers, and their respective current positions, are as follows:

Name Position
 
Sonny Newman
 
President and Chief Executive Officer.
 
Michael Kidd
 
Chief Financial Officer, Corporate Secretary and Director.
 
Todd Harrison
Director, Audit Committee Member and Corporate Governance and Compensation Committee Member
 
D. Bruce Macdonald
 
Chairman of the Board, Director, Audit Committee Member, Corporate Governance and Compensation Committee Member and Financial Expert.
 
Leonard (Will) Werden
 
Director, Audit Committee Member, and Corporate Governance and Compensation Committee Member.

The following is biographical information on our directors and officers who are acting in the capacity of director or officer as of the date hereof:

Sonny Newman, Chief Executive Officer, and President. Sonny Newman is the founder of Silver State Relief and Silver State Cultivation in Nevada, and has several other companies in electronics, manufacturing, electronics distribution, real estate development and an investment company. Mr. Newman was the sole owner of the Silver State companies when they were purchased by the Company in 2019 and today controls the largest shareholder of the Company. Mr. Newman's proven operational and financial discipline in the cannabis and other sectors shows his ability to build solid teams and make strategic investments into opportunistic markets.

Michael Kidd, Chief Financial Officer, Corporate Secretary and Director. A native of Vancouver with international experience, Mr. Kidd brings an extensive background in finance with privately held firms in a variety of industries ranging from forestry to online retailing. Before joining the Company, Mr. Kidd was Chief Operating Officer and Chief Financial Officer at E.C.S. Electrical Cable Supply Ltd., a privately held leading distributor with operations in Canada and Dubai. Mr. Kidd graduated from the University of British Columbia with a Bachelor of Commerce and is a Certified Public Accountant (Chartered Accountant).

Todd Harrison, Director. Mr. Harrison brings a wealth of knowledge and insight to the Company's Board, both through his near 30 years on Wall Street as VP at Morgan Stanley to President of Cramer Berkowitz, as well as through his current role as Chief Investment Officer of CB1 Capital Management. He is also an author and Emmy award-winning executive producer for his work at financial media company, Minyanville. Mr. Harrison founded CB1 Capital Management in 2017 - an investment advisory firm that invests in stocks focused on cannabinoid-based wellness solutions and other cannabis-based bio-pharmaceutical applications, therapies, and other use-cases. Mr. Harrison has lectured at numerous academic institutions, has appeared on CNBC, CNN, FOX, Bloomberg TV, and has been featured across numerous publications and platforms. Mr. Harrison has a Bachelor of Science degree in Finance from Syracuse University.

D. Bruce Macdonald, Chairman of the Board and Director. Mr. Macdonald is a seasoned senior executive with more than 35 years of experience in financial services including extensive expertise in the capital markets sector. He has an impressive track record of leading innovative new business ventures in support of global growth strategies. Mr. Macdonald has exceptional expertise in building risk management and corporate governance control environments. Further, he serves on the boards of several Canadian corporations and associations and holds an ICD.D designation from the Institute of Corporate Directors.

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Leonard (Will) Werden, Director. Mr. Werden has over 30 years of experience in global horticulture cultivation. He specializes in outdoor and indoor grow practices, facilities construction and design, lighting systems and practices, temperature and humidity control, and genetic strain selection. Having overseen large-scale grow operations with state-of-the-art technology, Mr. Werden brings a wealth of valuable knowledge to the Company. Mr. Werden was formerly a certified Millwright for over 30 years, and has been involved in numerous projects, including the Cyclotron Project for TRIUMF (Canada's national laboratory for particle and nuclear physics) at the University of British Columbia. Mr. Werden was also former CEO of Seashore Organic Marijuana Corp. (which transitioned to Veritas Pharma Inc.) until February 2016.

B. Compensation

Compensation Discussion and Analysis

Process for Determining Executive Compensation

To determine compensation payable, the Corporate Governance and Compensation Committee will generally review compensation paid for directors, CEOs and CFOs (or persons acting in a similar capacity to a CEO or a CFO) of companies of similar size and stage of development in the cannabis industry and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Company. In setting the compensation, the independent director will annually review the performance of the CEO and the CFO in light of the Company's objectives and consider other factors that may have impacted the success of the Company in achieving its objectives.

Compensation Policies and Risk Management

The Board has not proceeded to an evaluation of the implications of the risks associated with the Company's compensation policies and practices.

The Company has not retained a compensation consultant during or subsequent to the most recently completed financial year.

The Company does not use a specific "benchmark group" to determine executive compensation levels.

Total compensation for executive officers includes consulting fees, long-term incentive stock options and performance milestone payments.

Hedging of Economic Risks in the Company's Securities

The Company has not adopted a policy forbidding directors or officers from purchasing financial instruments that are designed to hedge or offset a decrease in market value of the Company's securities granted as compensation or held, directly or indirectly, by directors or officers. The Company is not, however, aware of any directors or officers having entered into this type of transaction.

Pension Plan Benefits

The Company does not have a pension plan that provides for payments or benefits to its executive officers at, following, or in connection with retirement.

Compensation for Year Ending January 31, 2022

The following table sets forth all annual and long-term compensation for services in all capacities to the Company for the most recently completed financial year of the Company ending on January 31, 2022 in respect of each of the individuals comprised of the Company's directors and members of it administrative, supervisory and management bodies for services provided by such persons to the Company and its subsidiaries. During the year ended January 31, 2022, the Company paid aggregate remuneration to its directors and officers as a group who served in the capacity of director or executive officer during such year of US$745,520.

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Name and
principal position
Salary,
Consulting Fees,
Retainer or
Commission
Share-based
awards
Option-based
awards
Non-equity incentive
plan compensation
Pension
value
All other
compensation
Total compensation
Annual
incentive plans
Long-term
incentive
plans
Sonny Newman
President and Chief Executive Officer
  $  267,119
 
Nil Nil Nil N/A
 
N/A
 
- $    267,119
 
Michael Kidd
Chief Financial Officer, Corporate Secretary and Director
  $  161,874(1) Nil Nil Nil
 
N/A N/A -
 
$    161,874
Russ Rotondi(2)
Former General Counsel
  $  76,527 Nil Nil Nil
 
N/A N/A -
 
$    76,527
Skyler Pinnick(3)
Former Chief Marketing Officer and Former Director
Nil Nil Nil
 
Nil
 
N/A N/A -
 
Nil
Todd Harisson
Director
  $  240,000 Nil Nil
 
Nil
 
N/A N/A -
 
$    240,000
D. Bruce Macdonald
Chairman of the Board and Director
Nil Nil Nil
 
Nil
 
N/A N/A -
 
Nil
Leonard (Will) Werden
Director
Nil Nil Nil
 
Nil
 
N/A N/A -
 
Nil

___________________________

(1) Michael Kidd was not paid any compensation for his role as director of the Company.

(2) Mr. Rotondi resigned as General Counsel of the Company on July 5, 2021.

(3) Mr. Pinnick resigned as Chief Marketing Officer of the Company on December 17, 2021 and did not stand for re-election as a director at the Company's annual general meeting held on December 17, 2021.

C. Board Practices

The Board currently consists of four directors. Two of the four current members of the Board are considered independent directors using the definition set forth in Section 803A of the NYSE American Company Guide. The independent directors are D. Bruce Macdonald and Leonard Werden.  Todd Harrison is not an independent director as he controls CB1, a company which is engaged as a consultant to the Company. Michael Kidd is not an independent director as he is an executive officer of the Company. The size of the Company is such that all the Company's operations are conducted by a small management team. The Board considers that management is effectively supervised by the independent director on an informal basis as the independent director is involved in reviewing and supervising the operations of the Company and has full access to management.

The directors of the Company are elected annually by the shareholders and hold office until the next annual general meeting or until their successors are duly elected and qualified, unless their office is earlier vacated in accordance with the BCBCA and the Company's articles of incorporation.

The mandate of the Board, as prescribed by the BCBCA, is to manage or supervise the management of the business and affairs of the Company and to act with a view to the best interests of the Company. In doing so, the Board oversees the management of the Company's affairs directly and through its various committees. In fulfilling its mandate, the Board, among other matters, is responsible for reviewing and approving the Company's overall business strategies, reviewing and approving significant acquisitions and capital investments; reviewing major strategic initiatives to ensure that the Company's proposed actions accord with shareholder objectives; reviewing succession planning; assessing management's performance against industry standards; reviewing and approving the reports and other disclosure issued to shareholders; ensuring the effective operation of the Board; and safeguarding shareholders' equity interests through the optimum utilization of the Company's capital resources.

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The Board is responsible for identifying individuals qualified to become new members of the Board and recommending to the Board, new director nominees for the next annual meeting of shareholders. New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the required time, show support for the Company's mission and strategic objectives, and a willingness to serve.

The Board also takes responsibility for identifying the principal risks of the Company's business and for ensuring these risks are effectively monitored and mitigated to the extent reasonably practicable. At this stage of the Company's development, the Board does not believe it is necessary to adopt a written mandate, as sufficient guidance is found in the applicable corporate legislation and regulatory policies. However, as the Company grows, the Board may determine it is appropriate to develop a formal written mandate.

In keeping with its overall responsibility for the stewardship of the Company, the Board is responsible for the integrity of the Company's internal control and management information systems and for the Company's policies respecting corporate disclosure and communications.

Each member of the Board understands that he is entitled, at the cost of the Company, to seek the advice of an independent expert if he reasonably considers it warranted under the circumstances. No director found it necessary to do so during the financial year ended January 31, 2022.

The Board does not, and does not consider it necessary to, have any formal structures or procedures in place to ensure that it can function independently of management. The Board of the Company briefs all new directors with respect to the policies of the Board and other relevant corporate and business information. The Board does not provide any continuing education.

The Board regularly monitors the adequacy of information given to directors, communications between the Board and management and the strategic direction and processes of the Board and its committees.

Directorships

The current directors of the Company are not presently directors of other reporting issuers in Canada or elsewhere. Other than by virtue of being an officer, there are no termination benefits for directors who serve on the Board.

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Orientation and Continuing Education

The Company does not have formal orientation and training programs and does not consider these programs necessary at this stage of the Company's development. Board members are encouraged to communicate with management, auditors and technical consultants in order to keep themselves current with industry trends and developments and changes in legislation with management's assistance. Board members are also encouraged to attend related industry seminars and visit the Company's operations. Board members have full access to the Company's records.

Ethical Business Conduct

The Board views good corporate governance as an integral component to the success of the Company and to meet responsibilities to shareholders. The Company's reputation for integrity is an important asset. The Company has always set high standards of personal and business integrity for its employees, and intends to continue to conduct its business in accordance with those high standards. It is expected that the Company's business conduct and the personal actions of its employees reflect the spirit and intent of the laws under which the Company operates and its employees live. Common sense and judgment supported by a deeply ingrained tradition of integrity provides the Company's foundation.

The Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, as some of the directors of the Company also serve as directors and officers of other companies engaged in similar business activities, directors must comply with the conflict-of-interest provisions of the BCBCA as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors which evoke such a conflict.

Nomination of Directors

The Board as a whole has responsibility for identifying potential Board candidates. The Board has not formed a nominating committee or similar committee to assist the Board with the nomination of directors for the Company. Each of the directors has contacts he can draw upon to identify new members of the Board as needed from time to time.

The Board will continually assess its size, structure and composition, taking into consideration its current strengths, skills and experience, proposed retirements and the requirements and strategic direction of the Company. As required, directors will recommend suitable candidates for consideration as members of the Board.

Board Committees - Audit Committee; Corporate Governance and Compensation Committee

The current Company committees include the Audit Committee and Corporate Governance and Compensation Committee. The Board has no other standing committees.

The Company's Audit Committee has a charter. The primary function of the Audit Committee is to assist the Board in fulfilling its financial oversight responsibilities by reviewing (1) the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, (2) the Company's systems of internal controls regarding finance and accounting, and (3) the Company's auditing, accounting and financial reporting processes. Consistent with this function, the Audit Committee encourages continuous improvement of, and fosters adherence to, the Company's policies, procedures and practices at all levels. As at the date of this annual report on Form 20-F, the following Board members sit on the Audit Committee, all of which are financially literate: Leonard (Will) Werden, D. Bruce Macdonald and Todd Harrison. D. Brue Macdonald is the Chair of the Audit Committee.

The Corporate Governance and Compensation Committee exercises the powers and carries out the obligations provided for in its mandate and in accordance with applicable regulatory standards and requirements and has the responsibility for determining director and senior management compensation. As at the date of this annual report on Form 20-F, the following Board members sit on the Corporate Governance and Compensation Committee: Leonard (Will) Werden, D. Bruce Macdonald and Todd Harrison. D. Brue Macdonald is the Chair of the Corporate Governance and Compensation Committee.

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To determine compensation, the Corporate Governance and Compensation Committee reviews compensation paid for directors and CEOs (or persons acting in a similar capacity to CEO, such as Presidents) of companies of similar size and stage of development in the cannabis industry and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management, while taking into account the financial and other resources of the Company. In setting the compensation, the Corporate Governance and Compensation Committee annually reviews the performance of the CEO (or President) in light of the Company's objectives and considers other factors that may have impacted the success of the Company in achieving its objectives. Further information regarding director compensation appears above under "Compensation - Compensation Discussion and Analysis".

Assessments

The Board does not consider that formal assessments would be useful at this stage of the Company's development. The Board conducts informal annual assessments of the Board's effectiveness, the individual directors and its Audit Committee. To assist in its review, the Board conducts informal surveys of its directors.

D. Employees

The following outlines the number of employees of the Company for the last three fiscal years, categorized by activity (operations or corporate) and geographic location (Vancouver, B.C., Oregon or Nevada):

Financial Year
Ended
Vancouver
Employees
Oregon
Employees
Nevada
Employees
Operations
Employees
Corporate
Employees
Total
January 31, 2022 1 15 119 130 5 135
January 31, 2021 1 22 119 136 6 142
January 31, 2020 2 53 95 141 9 150

E. Share Ownership

Share Capital

The Company is authorized to issue an unlimited number of common shares. As of January 31, 2022, there were 120,047,814 common shares issued and outstanding. As of the date of this annual report on Form 20-F, there were 120,047,814 common shares issued and outstanding. The holders of the common shares are entitled to one vote per share at all meetings of the shareholders of the Company. The holders of common shares are also entitled to dividends, if and when declared by the Board and the distribution of the residual assets of the Company in the event of a liquidation, dissolution or winding up of the Company.

The following table sets forth the share ownership of the persons set forth in the Compensation table at Item 6.B above, as of the date of this annual report on Form 20-F:

Names and Principal Position No. of Shares
Held
Percentage
Ownership
(capital and
voting)
Percentage of holding on
a fully diluted bases
(capital and voting)
Sonny Newman, President and Chief Executive Officer 12,500,000 10.4% 10.3%
Michael Kidd, Chief Financial Officer and Director 38,055 0.0% 0.0%
Russ Rotondi, Former General Counsel 318,945 0.2% 0.2%
Skyler Pinnick, Former Chief Marketing Officer and  Former Director 4,959,774 4.1% 4.1%
Todd Harrison, Director Nil Nil Nil
D. Bruce Macdonald, Chairman of the Board and Director 1,440,000 1.2% 1.2%
Leonard (Will) Werden, Director 265,000 0.2% 0.2%

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Stock Option Plan

On February 23, 2018, the Board adopted a 10% rolling stock option plan, as amended on July 9, 2021 (the "Option Plan"). The Option Plan provides that, subject to the requirements of the CSE, the aggregate number of common shares reserved for issuance pursuant to options granted under the Option Plan will not exceed 10% of the number of common shares that are issued and outstanding from time to time, less the aggregate number of common shares then reserved for issuance pursuant to any other equity compensation arrangement. The Option Plan is administered by the Board, which has full and final authority with respect to the granting of all options thereunder subject to the express provisions of the Option Plan. Options may be granted under the Option Plan to such directors, officers, employees or consultants of the Company and its subsidiaries as the Board may from time to time designate. The Option Plan is used to provide share purchase options to be granted in consideration of the level of responsibility of the executive as well as his or her impact or contribution to the longer-term operating performance of the Company. In determining the number of options to be granted to the executive officers, the Board takes into account the number of options, if any, previously granted to each executive officer, and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of CSE, and closely align the interests of the executive officers with the interests of shareholders of the Company. The directors of the Company are also eligible to receive stock option grants under the Option Plan, and the Company applies the same process for determining such awards to directors as with executive officers. The exercise prices for options is determined by the Board, but shall not, in any event, be less than the greater of the closing market price of the listed security on the CSE on the trading day prior to the date of grant, and the closing market price on the date of grant, of the options. The Option Plan provides for a cashless exercise feature which allows an option holder to exercise its vested options without paying the exercise price in cash, and in return, the Company will deliver the number of common shares to such option holder equal to the value of the options that are "in-the-money" (i.e. the market price of the common shares on the date of exercise less the exercise price of the respective options). Options may be granted for a maximum term of 10 years. The Option Plan provides that the number of common shares which may be reserved for issuance on a yearly basis to any one person under the Option Plan and any other equity compensation arrangement shall not exceed 5% of the outstanding common shares at the time of the grant. Moreover, the number of common shares which may be reserved for issuance on a yearly basis to any one consultant under the Option Plan and any other equity compensation arrangement shall not exceed 2% of the outstanding common shares at the time of the grant, and, unless the Company has received disinterred shareholder approval to do so pursuant to the policies of the CSE, the number of Common Shares reserved for issuance to insiders under the Option Plan and any other equity based compensation arrangement shall not exceed 10% of the outstanding common shares at the time of the grant.

As of January 31, 2022, there were 5,615,000 options outstanding to purchase common shares of which 4,263,333 had vested.

The following table sets forth the options, exercisable into common shares, owned by the persons set forth in the Compensation table at Item 6.B above, as of the date of this annual report on Form 20-F:

Names and Principal Position No. of
Options Held
No. of Shares
Underlying the Options
Option Strike
Price (C$)
Option
Expiration Date
Sonny Newman, President and Chief Executive Officer 1,000,000 1,000,000 0.70 Aug 17, 2023
Michael Kidd, Chief Financial Officer and Director 200,000 200,000 0.70 Feb 10, 2025
Russ Rotondi, Former General Counsel 50,000 50,000 0.70 Aug 17, 2023
Skyler Pinnick, Former Chief Marketing Officer and Former Director Nil Nil N/A N/A
Todd Harrison, Director 500,000
150,000
200,000
500,000
150,000
200,000
1.00
1.50
0.70
Oct 24, 2024
Jan 18, 2024
Feb 10, 2025
D. Bruce Macdonald, Chairman of the Board and Director 250,000
200,000
250,000
200,000
0.70
0.70
Aug 17, 2023
Feb 10, 2025
Leonard (Will) Werden, Director Nil Nil N/A N/A

A copy of the Option Plan is incorporated by reference into this annual report on Form 20-F as Exhibit 4.1.

Restricted Share Unit Plan

On July 17, 2018, the Board adopted a restricted share unit plan (the "RSU Plan"). The RSU Plan provides for the grant of the right to acquire fully paid and non-assessable common shares ("Restricted Share Units" or "RSUs"), as applicable, in accordance with the terms of the RSU Plan to participants ("Participants"), being part-time or full-time employees or consultants of the Company or certain related entities. The maximum aggregate number of Common Shares issuable under the RSU Plan is 750,000 common shares.

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The aggregate number of common shares issuable to insiders pursuant to Restricted Share Units and all other security-based compensation arrangements, at any time, shall not exceed 10% of the total number of common shares then outstanding. The aggregate number of common shares issued to insiders pursuant to Restricted Share Units and all other security-based compensation arrangements, within a one year period, shall not exceed 10% of the total number of common shares then outstanding. The aggregate number of common shares reserved for issuance upon the exercise of Restricted Share Units to any one person or entity within any one year period under all security based compensation arrangements shall not exceed 5% of the total number of common shares then outstanding.

The Board will determine the period of time during which a Restricted Share Unit is not vested and the Participant holding such Restricted Share Unit remains ineligible to receive common shares (the "Restricted Period") applicable to such Restricted Share Units. In addition, at the sole discretion of the Board, at the time of grant, the Restricted Share Units may be subject to performance conditions to be achieved by the Company, a class of Participants or by a particular Participant on an individual basis, within a Restricted Period, for such Restricted Share Units to entitle the holder thereof to receive the underlying common shares. Upon the expiry of the applicable Restricted Period (or on the deferred payment date (as described below), as applicable), a Restricted Share Unit shall be automatically settled and the underlying Common Share shall be issued to the holder of such Restricted Share Unit, which Restricted Share Unit shall then be cancelled. Any Restricted Share Unit which has been granted under the RSU Plan and which has been settled and cancelled in accordance with the terms of the RSU Plan will again be available under the RSU Plan.

Participants who are (i) employees; (ii) residents of Canada for the purposes of the Income Tax Act (Canada); and (iii) not subject to the provisions of the Internal Revenue Code may elect to defer to receive all or any part of their common shares until one or more deferred payment dates, which is the date after the Restricted Period, which is the earlier of (i) the date which the Participant has elected to defer receipt of common shares; and (ii) the date the Participant retires from employment with the Company or related entity. Any other Participants may not elect a deferred payment date.

As of January 31, 2022, there were no RSUs outstanding to purchase common shares.

A copy of the RSU Plan is incorporated by reference into this annual report on Form 20-F as Exhibit 4.2.

Warrants

As of January 31, 2022, there were 3,240,000 warrants outstanding to purchase common shares.

The following table sets forth the warrants, exercisable into common shares, owned by the persons set forth in the Compensation table at Item 6.B above, as of the date of this annual report on Form 20-F:

Names and Principal Position Allotment
Date
Expiration Date Exercise Price
(C$)
Total
Sonny Newman, President and Chief Executive Officer Dec 31, 2020
Jan 30, 2021
Dec 31, 2023
Jan 30, 2024
1.00
1.00
210,800
469,200
Michael Kidd, Chief Financial Officer and Director N/A N/A N/A Nil
Russ Rotondi, Former General Counsel N/A N/A N/A Nil
Skyler Pinnick, Former Chief Marketing Officer and Former Director N/A N/A N/A Nil
Todd Harrison, Director N/A N/A N/A Nil
D. Bruce Macdonald, Chairman of the Board and Director N/A N/A N/A Nil
Leonard (Will) Werden, Director N/A N/A N/A Nil

For further information, see Management's Discussion and Analysis, attached hereto as Exhibit 15.1, and incorporated by reference herein.

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Item 7. Major Shareholders and Related Party Transactions

A. Major Shareholders

The Company's securities are recorded on the books of its transfer agent, Computershare, in registered form. The majority of such shares are, however, registered in the name of intermediaries such as brokerage houses and clearing-houses on behalf of their respective clients. The Company does not have knowledge of the beneficial owners thereof.

To the best of the Company's knowledge, there are no persons or companies who beneficially own, directly or indirectly, or exercise control or direction over, securities carrying more than 5% of the voting rights attached to any class of voting securities of the Company, other than the Company's President and Chief Executive Officer, Sonny Newman, through his control of The Newman Family 1999 Trust (the "Trust").

The Trust obtained 12,500,000 common shares as a result of the Company's acquisition of 100% of the membership interests of both Silver State Relief LLC and Silver State Cultivation LLC, which are Nevada limited liability companies, on January 15, 2019. The securities held by the Trust do not have different voting rights from those of the other securityholders of the same class of securities.

The following table shows the record and, where known to us, the beneficial ownership of our shares by each shareholder holding at least 5% of the common shares of the Company as at May 31, 2022. As used herein, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Exchange Act.

Name of Shareholder
 
No. of Shares
Held
Percentage of
Issued Shares
The Newman Family 1999 Trust 12,500,000 10.4%

The Company is not owned directly or indirectly by another corporation, foreign government or any other natural person. There are no arrangements known to the Company, the operation of which may result in a change of control of the Company.

B. Related Party Transactions

Promissory Note to Sonny Newman

During the year ended January 31, 2022, the Company made payments totaling $6.1 million to Sonny Newman, the President and Chief Executive Officer of the Company in connection with the Newman Note. As at January 31, 2022, the outstanding balance of the Newman Note was $8,106,666, and is $4,560,000 as of the date of this Annual Report. See Item 4.A. "Completed Acquisitions and Dispositions - Silver State Cultivation LLC and Silver State Relief LLC - Nevada, USA - Promissory Note to Sonny Newman."

Phantom Earn-Out Share Settlement

On November 4, 2021, C21 entered into the Earn-Out Share Agreement in connection with the Phantom Earn-Out Share entitlements of the Phantom vendors. Pursuant to the Earn-Out Share Agreement, individuals who were entitled to receive 4,500,000 Earn-Out Shares agreed to collectively receive 1,300,000 common shares of C21 in exchange for their entitlement to receive the Phantom Earn-Out Shares. The Phantom Earn-Out Shares were issued to the Phantom vendors on January 24, 2022. Skyler Pinnick, the former Chief Marketing Officer and former Director of the Company received 520,004 Phantom Earn-Out Shares in connection with the Settlement Transaction. Russ Rotondi, former General Counsel of the Company received 111,428 Phantom Earn-Out Shares in connection with the Settlement Transaction.

Consulting Agreement with CB1

On September 1, 2019, the Company entered into a Consulting Services Agreement (the "Consulting Agreement") dated September 1, 2019, between the Company and CB1, a Delaware limited liability company.  The Company engaged CB1 for a 1-year term, which may be extended for successive 1-year terms by mutual agreement of the parties, to provide strategic and business development advice in exchange for: (a) a $20,000 monthly consulting fee paid by the Company to CB1; (b) an option award of 500,000 shares of common stock of the Company at an exercise price equal to C$1.00 per share, exercisable for five years, but in no event greater than 12 months after the end of the termination of the Consulting Agreement; and (c) an origination fee related to loans or investments that arise from opportunities originated by CB1 equal to one percent of the total amount of any such loan or investment. Mr. Harrison is a principal of CB1.  On January 28, 2021, Mr. Harrison was named to the Company's Board of Directors. The Consulting Services Agreement remains in effect as of the date of this Annual Report.

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For further information, see Management's Discussion and Analysis, attached hereto as Exhibit 15.1, and incorporated by reference herein.

C. Interests of Experts and Counsel

Not Applicable.

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information

Financial Statements

See Item 18 "Financial Statements" for our Annual Audited Consolidated Financial Statements, related notes and other financial information filed with this annual report on Form 20-F.

Legal Proceedings

Oregon Action 

A complaint was filed in the Oregon State Circuit Court for Clackamas County, on April 29, 2019, by two current owners of Proudest Monkey Holdings, LLC (the former sole member of EFF) (the "Plaintiffs"), alleging contract, employment, and statutory claims, alleging $612,500 in damages (as amended), against the Company, its wholly-owned subsidiaries 320204 US Holdings Corp, EFF, Swell Companies Limited, and Phantom Brands LLC, in addition to three directors, two officers, and one former employee (the "Oregon Action"). The Company and the other defendants wholly denied the allegations and claims made in the lawsuit and is defending the lawsuit. On June 21, 2019, the Company filed Oregon Rule of Civil Procedure ("ORCP") 21 motions to dismiss all of the Plaintiffs' claims against it, its wholly-owned subsidiaries, and other defendants; on May 6, 2020, the court granted the Company's ORCP 21 motion in its entirety to dismiss all of Plaintiffs' claims. The judgment of dismissal was entered by the Clackamas County court on or about October 14, 2020.  On November 12, 2020, Plaintiffs filed a notice of appeal of the judgement of dismissal. 

On October 22, 2020, the Company submitted a petition to recover the costs and attorney fees incurred by the Company as the prevailing party in the Oregon Action. On January 20, 2021, the Court ruled in the Company's favor, awarding the Company and its subsidiaries $68,195.00 in attorney's fees, $1,252 in costs, and a statutory prevailing party fee of $640, through a supplemental judgment.  On March 3, 2021, Plaintiffs filed an amended notice of appeal from the supplemental judgement awarding attorney fees. 

The parties have since briefed the appeal to the Oregon Court of Appeals and await a determination from the Court.  It is too early to predict the resolution of the appeal.

British Columbia Action 

On or about September 13, 2019, the Company delivered a notice to the above-mentioned Plaintiffs of alleged breach and default under the EFF purchase and sale agreement, due to alleged unlawful, intentional acts and material misrepresentations by the Plaintiffs before and after the completion of the purchase.  As a result of such breach, the Company denied the Plaintiffs' tender of their share payment notes in connection with the agreement.  On or about October 14, 2019, Proudest Monkey Holdings, LLC and one of its current owners, sued the Company in the Supreme Court of British Columbia to compel the issuance and delivery of the subject shares, including interests and costs (the "British Columbia Action"). 

On November 8, 2019, the Company responded and counterclaimed for general, special and punitive damages, including interest and costs, related to breach of contract, repudiation of contract, breach of indemnity and fraudulent and negligent misrepresentation by the Plaintiffs.  The Plaintiffs filed a response to the Company's counterclaims on or about June 5, 2020, and the parties stipulated to a form of amended pleading which included the joinder of additional parties, an owner of Proudest Monkey Holdings, LLC and EFF, and additional contract and equitable claims and damages, partially duplicative to those alleged by the Plaintiffs in the Oregon Action (breach of contract, indemnity, unjust enrichment and wrongful termination claims).  Plaintiffs allege $2,774,176.05 in damages (as amended), plus unquantified additional damages, interest and costs, of which amounts are partially duplicative of the Oregon Action.  This action remains in the discovery stage, but no trial date has been set.  It is too early to predict the resolution of the claims and counterclaims.

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Settled and Dismissed Action 

On or about May 30, 2019, Wallace Hill Partners Ltd. ("Wallace Hill") filed a civil claim in the Supreme Court of British Columbia alleging breach of contract and entitlement to 1,800,000 common shares of the Company, fully vested by March 1, 2019, and damages due to the lost opportunity to sell those shares after such date for a profit.  On June 23, 2019, the Company circulated a letter to Wallace Hill terminating the agreement and accepting Wallace Hill's repudiation of the agreement based on Wallace Hill's previously published defamatory comments and termination of the agreement.  Also, on June 23, 2019, the Company filed its response to the civil claim denying all claims and filed counterclaims alleging breach of contract, a declaratory judgment of termination of the agreement, defamation and an injunction from further defamatory comments.

On March 23, 2022, the Company and Wallace Hill entered into a mutual release agreement, pursuant to which, among other things, all parties agreed to dismiss their respective claims and to release one another from any further causes of action in connection with the subject matter of the original claims.  On April 23, 2022, the parties filed a Notice of Discontinuance in the Supreme Court of British Columbia formally dismissing the civil action.

Dividends

The Company has not paid any dividends on its common shares in its last three financial years and does not anticipate doing so in the foreseeable future. It is contemplated by the Company that it will reinvest all future earnings in order to finance the development and growth of its business. Any future determination to pay distributions will be at the discretion of the Board and will be made in accordance with the BCBCA and will depend on the financial condition, business environment, operating results, capital requirements, any contractual restrictions on the payment of distributions and any other factors that the Board deems relevant.  The Company is not restricted from declaring dividends or other distributions on its common shares.

B. Significant Changes

The Company has not experienced any significant changes since the date of the financial statements included with this Form 20-F, except as disclosed in this Form 20-F.

Item 9. The Offer and Listing

A. Offer and Listing

The Company's common shares are listed for trading on the CSE under the symbol "CXXI" and are quoted on the OTCQX marketplace in the United States under the symbol "CXXIF".

B. Plan of Distribution

Not Applicable.

C. Markets

The Company's common shares are listed for trading on the CSE under the symbol "CXXI" and are quoted on the OTCQX marketplace in the United States under the symbol "CXXIF".

D. Selling Shareholders

Not Applicable.

E. Dilution

Not Applicable.

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F. Expenses of the Issue

Not Applicable.

Item 10. Additional Information

A. Share Capital

Not Applicable.

B. Articles

The Company is a British Columbia corporation existing under the BCBCA under incorporation number BC0320204. A copy of the Company's Articles is incorporated by reference into this annual report on Form 20-F as Exhibit 1.1.

The Company was incorporated in the Province of British Columbia under the Company Act (British Columbia) on January 15, 1987 as Empire Creek Mines Inc. On May 11, 1987, the Company changed its name to Curlew Lake Resources Inc. Effective November 24, 2017, the Company changed its name to C21 Investments Inc. with a focus on acquiring United States assets in the state-legal cannabis industry.

The Company's Articles do not limit the Company's objects and purposes and there are no restrictions on the business the Company may carry on in the Articles.

The Company is authorized to issue an unlimited number of common shares without par value. Each common share is entitled to one vote. All common shares of the Company rank equally as to dividends, voting power and participation in assets. No common shares have been issued subject to call or assessment. There are no pre-emptive or conversion rights and no provision for exchange, exercise, redemption and retraction, purchase for cancellation, surrender or sinking or purchase funds. Provisions as to modification, amendments or variation of such rights or such provisions are contained in the BCBCA and the Company's Articles.

A director or senior officer who has, directly or indirectly, a material interest in an existing or proposed material contract or transaction of the Company may not vote in respect of any such proposed material contract or transaction.

The directors may from time to time in their discretion authorize and cause the Company to:

 

(a)

borrow money in such amount, in such manner, on such security, from such sources and upon such terms and conditions as they think fit;

 

 

 

 

(b)

guarantee the repayment of money borrowed by any person or the performance of any obligation of any person;

 

 

 

 

(c)

issue bonds, debentures, notes and other debt obligations either outright or as continuing security for any indebtedness or liability, direct or indirect, or obligation of the Company or of any other person; and

 

 

 

 

(d)

mortgage, charge (whether by way of a specific or floating charge), grant a security interest in or give other security on the undertaking or on the whole or any part of the property and assets of the Company, both present and future.

There are no age considerations pertaining to the retirement or non-retirement of directors.

A director is not required to hold a share in the capital of the Company as qualification for his office but shall be qualified as required by the BCBCA, to become or act as a director.

A director may hold any office or appointment with the Company (except as auditor of the Company) in conjunction with his office of director for such period and on such terms (as to remuneration or otherwise) as the Board may determine. The Company must reimburse each director for the reasonable expenses that he may incur in and about the business of the Company. If a director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director or shall otherwise be specially occupied in or about the Company's business, he may be paid remuneration to be fixed by the Board, or, at the option of such director, by ordinary resolution, and such remuneration may be either in addition to or in substitution for any other remuneration that he may be entitled to receive.

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Subject to the provisions of the BCBCA, the Company may indemnify any person. The Company must, subject to the provisions of the BCBCA, indemnify a director, officer or alternate director or a former director, officer or alternate director of the Company or a person who, at the request of the Company, is or was a director, alternate director or officer of another corporation, at a time when the corporation is or was an affiliate of the Company or a person who, at the request of the Company, is or was, or holds or held a position equivalent to that of, a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity (in each case, an "eligible party"), and the heirs and personal representatives of any such eligible party, against all judgments, penalties or fines awarded or imposed in, or an amount paid in settlement of, a legal proceeding or investigative action (whether current, threatened, pending or completed) in which such eligible party or any of the heirs and personal representatives of such eligible party, by reason of such eligible party being or having been a director, alternate director or officer or holding or having held a position equivalent to that of a director, alternate director or officer, is or may be joined as a party or is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to the proceeding.

All of the authorized common shares of the Company are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets. Holders of common shares are entitled to one vote for each common share held of record on all matters to be acted upon by the shareholders. Holders of common shares are entitled to receive such dividends as may be declared from time to time by the Board, in its discretion, out of funds legally available therefore.

Upon liquidation, dissolution or winding up of the Company, holders of common shares are entitled to receive pro rata the assets of the Company, if any, remaining after payments of all debts and liabilities. No common shares have been issued subject to call or assessment. There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.

Provisions as to the modification, amendment or variation of such shareholder rights or provisions are contained in the BCBCA and the Articles. Unless the BCBCA or the Company's Articles otherwise provide, any action to be taken by a resolution of the shareholders may be taken by an ordinary resolution or by a vote of a majority or more of the shares represented at the shareholders' meeting.

The BCBCA contains provisions which require a "special resolution" for effecting certain corporate actions. Such a "special resolution" requires a two-thirds vote of shareholders rather than a simple majority for passage. The principle corporate actions that require a "special resolution" include:

 

(a)

transferring the Company's jurisdiction from British Columbia to another jurisdiction;

 

 

 

 

(b)

giving financial assistance under certain circumstances;

 

 

 

 

(c)

certain conflicts of interest by directors;

 

 

 

 

(d)

disposing of all or substantially all of the Company's undertakings;

 

 

 

 

(e)

certain alterations of share capital;

 

 

 

 

(f)

altering any restrictions on the Company's business; and

 

 

 

 

(g)

certain reorganizations of the Company.

There are no restrictions on the repurchase or redemption of common shares of the Company while there is any arrearage in the payment of dividends or sinking fund installments.

There is no liability to further capital calls by the Company.

There are no provisions discriminating against any existing or prospective holder of securities as a result of such shareholder owning a substantial number of common shares.

No right or special right attached to issued shares may be prejudiced or interfered with unless the shareholders holding shares of the class or series of shares to which the right or special right is attached consent by a separate special resolution of those shareholders.

There are no limitations on the rights to own securities.

There is no provision of the Company's Articles that would have an effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company (or any of its subsidiaries).

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Shareholder ownership must be disclosed to Canadian securities administrators and the CSE by any shareholder who owns more than 10% of the Company's outstanding common shares.

As a Canadian public company, the convocation of our annual general meetings and special meetings are governed by Canadian corporate and securities laws, including the BCBCA, National Instrument 51-102 - Continuous Disclosure Obligations, National Instrument 52-110 - Audit Committees and National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer.

C. Material Contracts

Except for contracts entered into in the ordinary course of business and other than those described in Item 4. "Information on the Company" or elsewhere in this annual report on Form 20-F, the only contracts entered into by the Company during the two years immediately preceding the date of this annual report on Form 20-F which are material are the following:

(i) Consulting Agreement dated September 1, 2019, between the Company and CB1. See Item 7. "Major Shareholders and Related Party Transactions - B. Related Party Transactions". The Consulting Agreement is attached hereto as Exhibit 4.3, and is incorporated by reference herein.

(ii) Earn-Out Share Agreement dated November 4, 2021 between the Company and certain Phantom vendors. See Item 7.B. "Major Shareholders and Related Party Transactions - Related Party Transactions". The Earn-Out Share Agreement is attached hereto as Exhibit 4.4, and is incorporated by reference herein.

D. Exchange Controls

Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Company's securities, except as discussed below under Item 10.E "Additional Information - Taxation".

There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of "control" of the Company by a "non-Canadian". The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company. "Non-Canadian" generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.

E. Taxation

Certain United States Federal Income Tax Considerations

The following is a general summary of certain material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from and relating to the acquisition, ownership, and disposition of common shares. This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder arising from and relating to the acquisition, ownership, and disposition of common shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including without limitation specific tax consequences to a U.S. Holder under an applicable tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder. This summary does not address the U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences to U.S. Holders of the acquisition, ownership, and disposition of common shares. In addition, except as specifically set forth below, this summary does not discuss applicable tax reporting requirements. Each prospective U.S. Holder should consult its own tax advisor regarding the U.S. federal, U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the acquisition, ownership, and disposition of common shares. No legal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the "IRS") has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the conclusions described in this summary.

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Scope of this Summary

Authorities

This summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the "Canada-U.S. Tax Convention"), and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this document. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis which could affect the U.S. federal income tax considerations described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive, current or prospective basis.

U.S. Holders

For purposes of this summary, the term "U.S. Holder" means a beneficial owner of common shares that is for U.S. federal income tax purposes:

  • an individual who is a citizen or resident of the U.S.;
  • a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the U.S., any state thereof or the District of Columbia;
  • an estate whose income is subject to U.S. federal income taxation regardless of its source; or
  • a trust that (1) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special provisions under the Code, including, but not limited to, the following U.S. Holders that: (a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) have a "functional currency" other than the US dollar; (e) own common shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other integrated transaction; (f) acquired common shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) hold common shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); (h) are subject to special tax accounting rules; (i) are partnerships and other pass-through entities (and investors in such partnerships and entities); (j) are S corporations (and shareholders or investors in such S corporations); (k) own, have owned or will own (directly, indirectly, or by attribution) 10% or more of the total combined voting power or value of the outstanding common shares of the Company; (l) are U.S. expatriates or former long-term residents of the U.S.; or (m) are subject to taxing jurisdictions other than, or in addition to, the United States or otherwise hold common shares in connection with a trade or business, permanent establishment, or fixed base outside the United States. U.S. Holders that are subject to special provisions under the Code, including, but not limited to, U.S. Holders described immediately above, should consult their own tax advisor regarding the U.S. federal, U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the acquisition, ownership and disposition of common shares.

If an entity or arrangement that is classified as a partnership (or other "pass-through" entity) for U.S. federal income tax purposes holds common shares, the U.S. federal income tax consequences to such entity and the partners (or other owners) of such entity generally will depend on the activities of the entity and the status of such partners (or owners). This summary does not address the tax consequences to any such owner. Partners (or other owners) of entities or arrangements that are classified as partnerships or as "pass-through" entities for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences arising from and relating to the acquisition, ownership, and disposition of common shares.

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Ownership and Disposition of Common Shares

The following discussion is subject to the rules described below under the heading "Passive Foreign Investment Company Rules".

Taxation of Distributions

A U.S. Holder that receives a distribution, including a constructive distribution, with respect to a common share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any foreign income tax withheld from such distribution) to the extent of the current or accumulated "earnings and profits" of the Company, as computed for U.S. federal income tax purposes. To the extent that a distribution exceeds the current and accumulated "earnings and profits" of the Company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder's tax basis in the common shares and thereafter as gain from the sale or exchange of such common shares (see "Sale or Other Taxable Disposition of Common Shares" below). However, the Company may not maintain the calculations of its earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder may have to assume that any distribution by the Company with respect to the common shares will constitute ordinary dividend income. Dividends received on common shares by corporate U.S. Holders generally will not be eligible for the "dividends received deduction". Subject to applicable limitations and provided the Company is eligible for the benefits of the Canada-U.S. Tax Convention, or the common shares are readily tradable on a United States securities market, dividends paid by the Company to non-corporate U.S. Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the Company not be classified as a PFIC (as defined below) in the tax year of distribution or in the preceding tax year. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.

Sale or Other Taxable Disposition of Common Shares

A U.S. Holder will generally recognize gain or loss on the sale or other taxable disposition of common shares in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder's tax basis in such common shares sold or otherwise disposed of. Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if, at the time of the sale or other disposition, such common shares are held for more than one year.

Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

Passive Foreign Investment Company ("PFIC") Rules

If the Company were to constitute a PFIC for any year during a U.S. Holder's holding period, then certain potentially adverse rules would affect the U.S. federal income tax consequences to a U.S. Holder resulting from the acquisition, ownership and disposition of common shares. The Company believes that it was not a PFIC for its most recently completed tax year. No opinion of legal counsel or ruling from the IRS concerning the status of the Company as a PFIC has been obtained or is currently planned to be requested. However, PFIC classification is fundamentally factual in nature, generally cannot be determined until the close of the tax year in question, and is determined annually. Additionally, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. Consequently, there can be no assurance that the Company has never been and will not become a PFIC for any tax year during which U.S. Holders hold common shares.

In addition, in any year in which the Company is classified as a PFIC, a U.S. Holder will be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require. A failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can assess a tax. U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621 annually.

The Company generally will be a PFIC under Section 1297 of the Code if, after the application of certain "look-through" rules with respect to subsidiaries in which the Company holds at least 25% of the value of such subsidiary, for a tax year, (a) 75% or more of the gross income of the Company for such tax year is passive income (the "income test") or (b) 50% or more of the value of the Company's assets either produce passive income or are held for the production of passive income (the "asset test"), based on the quarterly average of the fair market value of such assets. "Gross income" generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and "passive income" generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all of a foreign corporation's commodities are stock in trade or inventory, depreciable property used in a trade or business or supplies regularly used or consumed in the ordinary course of its trade or business, and certain other requirements are satisfied.

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If the Company were a PFIC in any tax year during which a U.S. Holder held common shares, such holder generally would be subject to special rules with respect to "excess distributions" made by the Company on the common shares and with respect to gain from the disposition of common shares. An "excess distribution" generally is defined as the excess of distributions with respect to the common shares received by a U.S Holder in any tax year over 125% of the average annual distributions such U.S. Holder has received from the Company during the shorter of the three preceding tax years, or such U.S. Holder's holding period for the common shares. Generally, a U.S. Holder would be required to allocate any excess distribution or gain from the disposition of the common shares ratably over its holding period for the common shares. Such amounts allocated to the year of the disposition or excess distribution would be taxed as ordinary income, and amounts allocated to prior tax years would be taxed as ordinary income at the highest tax rate in effect for each such year and an interest charge at a rate applicable to underpayments of tax would apply.

While there are U.S. federal income tax elections that sometimes can be made to mitigate these adverse tax consequences (including the "QEF Election" under Section 1295 of the Code and the "Mark-to-Market Election" under Section 1296 of the Code), such elections are available in limited circumstances and must be made in a timely manner.

U.S. Holders should be aware that, for each tax year, if any, that the Company is a PFIC, the Company can provide no assurances that it will satisfy the record -keeping requirements of a PFIC, or that it will make available to U.S. Holders the information such U.S. Holders require to make a QEF Election with respect to the Company or any subsidiary that also is classified as a PFIC.

Certain additional adverse rules may apply with respect to a U.S. Holder if the Company is a PFIC, regardless of whether the U.S. Holder makes a QEF Election. These rules include special rules that apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to these special rules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. U.S. Holders should consult their own tax advisors regarding the potential application of the PFIC rules to the ownership and disposition of common shares, and the availability of certain U.S. tax elections under the PFIC rules.

Additional Considerations

Receipt of Foreign Currency

The amount of any distribution paid to a U.S. Holder in foreign currency, or payment received on the sale, exchange or other taxable disposition of common shares, generally will be equal to the US dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into US dollar at that time). A U.S. Holder will have a basis in the foreign currency equal to its US dollar value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method with respect to foreign currency received upon the sale, exchange or other taxable disposition of the common shares. Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign currency.

Foreign Tax Credit

Subject to the PFIC rules discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the common shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax. Generally, a credit will reduce a U.S. Holder's U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder's income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year. The foreign tax credit rules are complex and involve the application of rules that depend on a U.S. Holder's particular circumstances. Accordingly, each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules.

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Backup Withholding and Information Reporting

Under U.S. federal income tax law and Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U.S. Holders may be subject to these reporting requirements unless their common shares are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult their own tax advisors regarding the requirements of filing information returns, including the requirement to file an IRS Form 8938.

Payments made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, common shares will generally be subject to information reporting and backup withholding tax, at the rate of 24%, if a U.S. Holder (a) fails to furnish such U.S. Holder's correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder's U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner.

The discussion of reporting requirements set forth above is not intended to constitute a complete description of all reporting requirements that may apply to a U.S. Holder. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules. 

F. Dividends and Paying Agents

Not Applicable.

G. Statement by Experts

Not Applicable.

H. Documents on Display

The Company is subject to the informational requirements of the Exchange Act and files reports and other information with the SEC. The SEC maintains a website that contains reports and other information regarding registrants that file electronically with the SEC at http://www.sec.gov ("EDGAR")

The documents concerning the Company referred to in this Annual Report may be inspected at the Company's registered and records office, located at 19th Floor, 885 West Georgia Street, Vancouver, British Columbia, Canada V6C 3H4.

The Company is subject to reporting requirements as a "reporting issuer" under applicable securities legislation in Canada and as a "foreign private issuer" under the Exchange Act. As a result, the Company must file periodic reports and other information with the Canadian securities regulatory authorities and the SEC.

A copy of this annual report on Form 20-F and certain other documents referred to in this Annual Report and other documents filed by the Company may be retrieved from the system for electronic document analysis and retrieval ("SEDAR") system maintained by the Canadian securities regulatory authorities at www.sedar.ca or from EDGAR.

I. Subsidiary Information

Not Applicable.

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Item 11. Quantitative and Qualitative Disclosures about Market Risk

The Company, through its financial assets and liabilities, is exposed to various risks. The Company has established policies and procedures to manage these risks, with the objective of minimizing any adverse effect that changes in these variables could have on these consolidated financial statements. The following analysis provides a measurement of risks as at the date of this annual report on Form 20-F:

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company deposits the majority of its cash with high credit quality financial institutions in the United States. The Company is not exposed to any significant credit risk.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company's ability to continue as a going concern is dependent on management's ability to raise required funding through future equity or debt issuances. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board are actively involved in the review, planning and approval of significant expenditures and commitments.

The Company's consolidated financial statements for year ended January 31, 2022 have been prepared on a going concern basis, which assumes that the Company will be able to continue its operations and realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

At January 31, 2022, the Company had cash of $3,067,983, a working capital deficit of $4,444,076, and an accumulated deficit of $68,366,242. However, for the year ended January 31, 2022, the Company generated net income and positive cash flows from operations. 

Management has taken several actions to ensure that the Company will continue as a going concern through January 31, 2023, including the closing of its operations in Oregon, selling the assets in Oregon, reducing headcount, and reducing discretionary expenditures.  See Item 4.A. "Sale of Non-Core Oregon Assets". The Company is in the process of seeking additional financing in the form of debt which would consolidate current debt on its balance sheet on more favorable terms. Management believes that these actions will enable the Company to continue as a going concern through August 15, 2023, which is a year from the date these consolidated financial statements were issued.

Historically, management has been successful in obtaining adequate funding for operating and capital requirements. The Company takes a disciplined approach to financing and intends to protect shareholder value by raising capital strategically. The Company is assessing various opportunities for additional financing through either debt or equity to be used to satisfy current obligations, for corporate working capital and possible future acquisitions. There is no assurance that the Company will be able to secure financing on acceptable terms or at all to cover its current obligations.

Further, there remains uncertainty about the U.S. federal government's position on cannabis with respect to cannabis-legal states. A change in its enforcement policies could impact the ability of the Company to continue as a going concern and have a material adverse impact on the business.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not subject to any interest rate volatility as its long-term debt instruments and convertible notes are carried at a fixed interest rate throughout their term.

Foreign Currency Risk

The Company is exposed to foreign currency risk from fluctuations in foreign exchange rates and the degree of volatility in these rates due to the timing of their accounts payable balances. The risk is mitigated by timely payment of creditors and monitoring of foreign exchange fluctuations by management. As at the date of this annual report on Form 20-F, the Company did not use derivative instruments to hedge its exposure to foreign currency risk.

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Commodity Price Risk

The Company's operations do not involve the direct input or output of any commodities and therefore it is not subject to any significant commodity price risk. In addition, the Company does not have any equity investment in other listed public companies, and therefore it is not subject to any significant stock market price risk.

The Company is not a party to any foreign currency hedge contracts as at the date of this annual report on Form 20-F.

Inflation Risk

Inflationary factors such as increases in the cost of our product and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material effect on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross profit and selling, general and administrative expenses as a percentage of net sales if the selling prices of our services do not increase with these increased costs.

Item 12. Description of Securities Other than Equity Securities

A. - C.

Not Applicable.

D. American Depository Receipts

The Company does not have securities registered as American Depository Receipts. 

PART II.

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

No modifications or qualifications have been made to the instruments defining the rights of the holders of the Company's common shares and no material amount of assets securing the Company's securities has been withdrawn or substituted by the Company or anyone else, other than in the ordinary course of business.

Item 15. Controls and Procedures

(a) Disclosure Controls and Procedures

Under the supervision and with the participation of our senior management, including the Chief Executive Officer and Chief Financial Officer of the Company, conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as at January 31, 2022 (the "Evaluation Date").

Disclosure controls and procedures are controls and procedures that are designed to ensure that that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and (ii) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures, were not effective as of the Evaluation Date.

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(b) Management's Annual Report on Internal Control Over Financial Reporting

The Company's management is responsible for designing, establishing and maintaining a system of internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) to provide reasonable assurance that the financial information prepared by the Company for external purposes is reliable and has been recorded, processed and reported in an accurate and timely manner in accordance with GAAP as issued by FASB. The Board is responsible for ensuring that management fulfills its responsibilities. The Audit Committee fulfills its role of ensuring the integrity of the reported information through its review of the interim and annual financial statements. Management reviewed the results of their assessment with the Company's Audit Committee.

Because of its inherent limitations, the Company's internal control over financial reporting may not prevent or detect all possible misstatements or frauds. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

To evaluate the effectiveness of the Company's internal control over financial reporting, management has used the Internal Control - Integrated Framework (2013), which is a suitable, recognized control framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this evaluation, our management concluded that certain of our internal controls over financial reporting were not effective as of the Evaluation Date, due to the existence of a material weakness as it relates to inadequate segregation of duties in certain financial reporting processes, including accounting for convertible debentures, leases and deferred income taxes, loyalty program, preparation of statements of cash flows related to foreign currency translations, partly because of the Company's small size and insufficient personnel with an appropriate level of technical accounting knowledge, experience and training commensurate with the Company's complexity and its financial accounting and reporting requirements.

The Company is committed to maintaining a strong internal control environment. In order to address the material weaknesses in internal control over financial reporting noted above, management with oversight and direction from the Audit Committee and the Board of Directors, is developing a remediation plan. To remediate the material weakness and significant deficiencies described above, management is currently considering the following actions:

  • retain additional in-house accounting personnel and continue to enhance our internal finance and accounting organizational structure;
  • strengthen the direct management oversight of complex transactions, along with the use of legal and accounting professionals; and
  • expand the scope of services with the Company's independent outside accounting consulting firm to assist with addition oversight of its financial statements and regulatory filings.

As we continue to develop and implement our remediation plan, additional remediation steps will be identified and adopted.

We will consider the material weaknesses remediated after the applicable controls operate for a sufficient period of time, and management has concluded that the controls are operating effectively.

The Company's management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the Disclosure Controls or its Internal Controls will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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(c) Attestation Report of Registered Public Accounting Firm

This Annual Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Under the Jumpstart Our Business & Startups Act ("JOBS Act"), emerging growth companies are exempt from Section 404(b) of the Sarbanes-Oxley Act, which generally requires public companies to provide an independent auditor attestation of management's assessment of the effectiveness of their internal control over financial reporting. The Company qualifies as an emerging growth company under the JOBS Act and therefore has not included an independent auditor attestation of management's assessment of the effectiveness of its internal control over financial reporting.

(d) Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal controls over financial reporting that occurred during the year ended January 31, 2022, that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.

Item 16. [Reserved]

Item 16A. Audit Committee Financial Expert

The Board has determined that D. Bruce Macdonald qualifies as a financial expert and is independent (as determined under Exchange Act Rule 10A-3 and section 803A of the NYSE American Company Guide).

Item 16B. Code of Ethics

On February 4, 2019, the Company adopted a Code of Business Conduct and Ethics that applies to all employees of the Company, including its Chief Executive Officer and Chief Financial Officer. A copy of the Company's Code of Ethics will be provided to any person requesting same without charge. To request a copy of our Code of Ethics, please make a written request to our Chief Financial Officer at the Company's corporate office, located at 19th Floor, 885 West Georgia Street, Vancouver, British Columbia, Canada V6C 3H4.

As at the date of this annual report on Form 20-F, the Company has not made any modification, material departure, waiver or implicit waiver of the Company's Code of Business Conduct and Ethics.

Item 16C. Principal Accountant Fees and Services

Baker Tilly US, LLP, Certified Public Accountants, Chicago, Illinois (PCAOB ID #23) ("Baker Tilly"), has been the external auditor of the Company since January 19, 2021. The predecessor external auditor of the Company prior to the appointment of Baker Tilly was Davidson & Company LLP, Chartered Professional Accountants ("Davidson & Company") The aggregate fees billed by the Company's external auditors, Baker Tilly  in each of the last two financial years of the Company for services in each of the categories indicated are as follows:

Financial Year End Audit Fees Audit Related Fees(1) Tax Fees(2) All Other Fees(3)
January 31, 2022 C$460,938 C$71,500 C$77,100 37,400
January 31, 2021 C$226,087 Nil C$23,850 Nil

(1) Pertains to assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements and that are not reported under "Audit Fees".

(2) Pertains to professional services for tax compliance, tax advice and tax planning.

(3) Pertains to products and services other than services reported under the other categories.

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services, however the Company's external auditor has been approved by majority vote of the Audit Committee and 100% of the services described above were approved by the Audit Committee. At no time since February 1, 2020, was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Company's Board of Directors.

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not Applicable.

73


Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

Item 16F. Changes in Registrant's Certifying Accountant

At the Company's request, the Company's former independent auditor, Davidson & Company, resigned effective January 19, 2021, and Baker Tilly was engaged as the Company's new independent auditor effective January 19, 2021. The disclosure required pursuant to this Item 16F was included in the Company's Current Report on Form 6-K filed with the SEC on February 1, 2021, including Exhibits 99.1, 99.2 and 99.3, which are hereby incorporated by reference into this Annual Report.

Item 16G. Corporate Governance

Not Applicable. 

Item 16H. Mine Safety Disclosure.

Not Applicable. 

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable. 

PART III.

Item 17. Financial Statements

See Item 18 "Financial Statements".

Item 18. Financial Statements

The following financial statements pertaining to the Company are filed as part of this Annual Report:

Audited Financial Statements of the Company for the years ended January 31, 2022, and 2021 audited in accordance with U.S. GAAP.

Audited Financial Statements of the Company for the years ended January 31, 2021, and 2020 audited in accordance with IFRS.

74


C21 INVESTMENTS INC.

 


 


 

Consolidated Financial Statements
For the years ended January 31, 2022 and 2021
(Expressed in U.S. Dollars)

 
 

C21 INVESTMENTS INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
CONSOLIDATED BALANCE SHEETS 1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) 2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY 3
CONSOLIDATED STATEMENTS OF CASH FLOWS 4
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5-35
 
 

 

Baker Tilly US, LLP

18500 Von Karman Ave; 10th Fl.

Irvine, CA 92612

United States of America

T: +1 (949) 222 2999

F: +1 (949) 222 2989

bakertilly.com

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors

C21 Investments Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of C21 Investments Inc. (the "Company") as of January 31, 2022 and 2021, the related consolidated statements of comprehensive income (loss), changes in shareholders' equity, and cashflows for the years then ended, and related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company's auditor since 2020.
 

/s/ Baker Tilly US, LLP

Irvine, CA

August 15, 2022
 

Baker Tilly US, LLP, trading as Baker Tilly, is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. © 2020 Baker Tilly US, LLP


C21 INVESTMENTS INC.

CONSOLIDATED BALANCE SHEETS

AS AT JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars)

 
    January 31, 2022     January 31, 2021  
    $     $  
ASSETS            
Current assets            
Cash   3,067,983     6,237,182  
Receivables   210,423     116,017  
Inventory   4,054,473     2,692,647  
Prepaid expenses and deposits   773,450     778,037  
Current portion of assets classified as held for sale   2,178,145     1,492,826  
    10,284,474     11,316,709  
Non-current assets            
Property and equipment   4,869,593     2,748,636  
Right-of-use assets   8,875,884     9,337,248  
Intangible assets   9,224,165     10,957,961  
Goodwill   28,541,323     28,541,323  
Security deposit   49,011     47,739  
Deferred tax asset   9,024     556,514  
Assets classified as held for sale   -     3,313,334  
TOTAL ASSETS   61,853,474     66,819,464  
             
LIABILITIES            
Current liabilities            
Accounts payable and accrued liabilities   2,508,869     2,680,996  
Promissory note payable - current portion   6,080,000     6,080,000  
Convertible promissory note - current portion   1,281,442     2,202,646  
Income taxes payable   3,658,162     3,378,299  
Lease liabilities - current portion   325,698     260,621  
Current portion of liabilities classified as held for sale   874,379     628,171  
    14,728,550     15,230,733  
Non-current liabilities            
Lease liabilities   8,953,425     9,279,123  
Deposit liability   100,000     -  
Promissory note payable   2,026,667     8,106,667  
Derivative liabilities   1,006,368     9,759,127  
Reclamation obligation   55,272     55,008  
Liabilities classified as held for sale   -     1,132,658  
TOTAL LIABILITIES   26,870,282     43,563,316  
             
SHAREHOLDERS' EQUITY            
Common stock, no par value; unlimited shares authorized; 120,047,814 and 117,057,860 shares issued and outstanding as at January 31, 2022 and 2021, respectively   105,236,351     103,636,830  
Commitment to issue shares   628,141     649,928  
Accumulated other comprehensive loss   (2,370,967 )   (1,604,126 )
Deficit   (68,510,333 )   (79,426,484 )
TOTAL SHAREHOLDERS' EQUITY    34,983,192     23,256,148  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   61,853,474     66,819,464  

See accompanying notes to the consolidated financial statements

p. 1


C21 INVESTMENTS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars)

 
    January 31, 2022     January 31, 2021  
    $     $  
Revenue   32,982,976     33,466,063  
Cost of sales   14,172,991     15,418,717  
Gross Profit   18,809,985     18,047,346  
             
Selling, general and administrative expense   9,055,174     8,807,399  
             
Income from operations   9,754,811     9,239,947  
             
Interest expense   (1,077,068 )   (3,931,570 )
Accretion expense   (230,462 )   (1,220,896 )
Other income   108,470     35,275  
Gain (loss) on change in fair value of derivative liabilities   8,576,290     (5,756,195 )
Net income (loss) from continuing operations before income taxes   17,132,041     (1,633,439 )
Income tax expense   (3,973,246 )   (2,968,133 )
Net income (loss) from continuing operations after income taxes   13,158,795     (4,601,572 )
             
Net loss from discontinued operations after income taxes   (2,242,644 )   (3,228,056 )
             
NET INCOME (LOSS)   10,916,151     (7,829,628 )
             
Other comprehensive loss             
Cumulative translation adjustment   (766,841 )   (613,609 )
COMPREHENSIVE INCOME (LOSS)   10,149,310     (8,443,237 )
Basic income (loss) per share from continuing operations   0.11     (0.04 )
Diluted income (loss) per share from continuing operations   0.11     (0.04 )
Basic and diluted loss per share from discontinued operations   (0.02 )   (0.03 )
Basic income (loss) per share   0.09     (0.07 )
Diluted income (loss) per share   0.09     (0.07 )
Weighted average number of common shares outstanding - basic   118,308,584     104,841,540  
Weighted average number of common shares outstanding - diluted   121,141,677     104,841,540  

See accompanying notes to the consolidated financial statements

p. 2


C21 INVESTMENTS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars)
 

    Number of
shares
    Common stock     Commitment to
issue shares
    Accumulated
other
comprehensive
loss
    Deficit     Total
shareholders'
equity
 
          $     $     $     $     $  
Balance at January 31, 2020   89,388,639     85,096,509     1,100,881     (990,517 )   (71,596,856 )   13,610,017  
Purchase of Phantom real estate   7,132,042     2,582,903     -     -     -     2,582,903  
Amendment of Megawood consideration   95,849     38,415     -     -     -     38,415  
Shares issued on exercise of options   200,000     98,950     -     -     -     98,950  
Shares issued on exercise of convertible debentures   19,764,694     12,758,473     -     -     -     12,758,473  
Commitment to issue shares on purchase of Swell Companies   456,862     429,582     (429,582 )   -     -     -  
Payment of EFF share payment note   19,774     21,371     (21,371 )   -     -     -  
Standby warrants issued   -     2,116,192     -     -     -     2,116,192  
Share-based compensation   -     494,435     -     -     -     494,435  
Net loss and comprehensive loss for the year   -     -     -     (613,609 )   (7,829,628 )   (8,443,237 )
Balance at January 31, 2021   117,057,860     103,636,830     649,928     (1,604,126 )   (79,426,484 )   23,256,148  
Commitment to issue shares on purchase of EFF   19,774     21,787     (21,787 )   -     -     -  
Shares issued on exercise of PF warrants   456,100     533,326     -     -     -     533,326  
Shares issued on exercise of guaranteed warrants   1,214,080     -     -     -     -     -  
Shares issued - Settlement of Earn out shares   1,300,000     677,939     -     -     -     677,939  
Share-based compensation   -     366,469     -     -     -     366,469  
Net income and other comprehensive loss for the year   -     -     -     (766,841 )   10,916,151     10,149,310  
Balance at January 31, 2022   120,047,814     105,236,351     628,141     (2,370,967 )   (68,510,333 )   34,983,192  

See accompanying notes to the consolidated financial statements

p. 3


C21 INVESTMENTS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021
(Expressed in U.S. dollars)

 

    January 31, 2022     January 31, 2021  
    $     $  
OPERATING ACTIVITIES            
Net income (loss) from continuing operations   13,158,795     (4,601,572 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:             
Depreciation and amortization   1,818,325     2,270,526  
Share-based compensation   366,469     494,435  
Interest expense   83,058     3,573,101  
Accretion expense   230,462     1,220,896  
Deferred income tax   589,914     602,087  
Foreign exchange gain   500,462     284,401  
(Gain) loss on change in fair value of derivative liabilities   (8,576,290 )   5,756,195  
Gain on disposal of assets   -     (135,564 )
Changes in operating assets and liabilities            
Inventory   (1,361,826 )   1,700,987  
Prepaid expenses and deposits   4,587     (368,678 )
Receivables   (94,406 )   154,900  
Assets classified as held for sale   748,404     -  
Accounts payable and accrued liabilities   1,568,932     (1,431,130 )
Income tax payable   279,863     (336,367 )
Lease liabilities   (72,734 )   (701,115 )
Liabilities classified as held for sale   (805,406 )   -  
Cash provided by operating activities of continuing operations   8,438,609     8,483,102  
Cash (used in) provided by operating activities of discontinued operations   (1,602,478 )   241,753  
             
INVESTING ACTIVITIES            
Purchases of property and equipment   (2,562,304 )   (227,777 )
Payment of Megawood consideration payable   -     (130,000 )
Payment of Swell consideration payable   -     (846,256 )
Cash used in investing activities of continuing operations   (2,562,304 )   (1,204,033 )
Cash provided by investing activities of discontinued operations   1,168,349     100,000  
             
FINANCING ACTIVITIES            
Principal repayments on promissory note payable   (6,080,000 )   (7,013,333 )
Repayment of convertible promissory notes   (1,210,000 )   -  
Cash proceeds from warrants   533,326     -  
Cash proceeds from options   -     98,950  
Issuance of convertible debentures on exercise of warrants   -     5,688,442  
Interest paid in cash   (1,082,500 )   (2,500,669 )
Lease payments received   100,000     -  
Cash used in financing activities of continuing operations   (7,739,174 )   (3,726,610 )
Cash used in financing activities of discontinued operations   (105,360 )   (119,914 )
             
Effect of foreign exchange on cash   (766,841 )   (613,609 )
             
(Decrease) increase in cash during the year   (3,169,199 )   3,160,689  
Cash, beginning of year   6,237,182     3,076,493  
Cash, end of year   3,067,983     6,237,182  
             
Supplemental disclosure of cash flow information            
Interest paid in cash   2,322,855     2,515,446  
Income taxes paid in cash   3,145,893     2,832,676  
             
Non-cash investing activities            
Right-of-use asset additions resulting from lease renewals   -     7,236,663  
             
Non-cash financing activities            
Common shares issued on exercise of convertible debentures   -     12,758,473  
Common shares issued in settlement of Phantom Farms earn out shares   677,939     -  
Common shares issued as partial settlement of commitment to issue shares   21,787     450,953  
Common shares issued to complete purchase of land   -     2,582,903  
Common shares issued as partial repayment of promissory note   -     38,415  

See accompanying notes to the consolidated financial statements

p. 4


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

1. NATURE OF OPERATIONS

C21 Investments Inc. (the "Company" or "C21") was incorporated January 15, 1987, under the Company Act of British Columbia. The Company is a publicly traded company with its registered office is 1900-885 West Georgia Street, Vancouver, BC, V6C 3H4.

Pursuant to a change of business announced on January 29, 2018 to the Cannabis industry, the Company commenced acquiring and operating revenue-producing cannabis operations in the USA.

On June 15, 2018, the Company's common shares were delisted from the TSX Venture Exchange ("TSX-V") at the Company's request and on June 18, 2018 the Company commenced trading on the Canadian Securities Exchange ("CSE"), completed its change of business to the cannabis industry and commenced trading under the symbol CXXI. The Company registered its common shares in the United States and on May 6, 2019, its shares were cleared by the Financial Industry Regulatory Authority for trading on the OTC Markets platform under the U.S. trading symbol CXXIF. On September 28, 2020, the Company began trading on the OTCQB® Venture Market.

For the year ended January 31, 2021, the Company operated in two segments: recreational cannabis in Oregon, USA and recreational and medical cannabis in Nevada, USA (note 17). During the year ended January 31, 2022, the Company made the strategic decision to exit operations in Oregon. The comparative results of operations have been re-stated to present the operating results of the Oregon segment as discontinued operations. The Nevada segment remains engaged in the cultivation of and manufacturing of cannabis flower products, vape products and extract products for wholesale and retail sales.

At January 31, 2022, the Company had cash of $3,067,983, a working capital deficit of $4,444,076, and an accumulated deficit of $68,510,333. However, for the year ended January 31, 2022, the Company generated net income and positive cash flows from operations.

Management has taken several actions to ensure that the Company will continue as a going concern through January 31, 2023, including the closing of its operations in Oregon (note 4), selling the assets in Oregon, reducing headcount, and reducing discretionary expenditures. The Company is seeking additional financing in the form of debt which could consolidate existing debt on its balance sheet on more favorable terms. Management believes that these actions will enable the Company to continue as a going concern through August 15, 2023, one year from the date these consolidated financial statements were issued.

In the United States, 36 states, the District of Columbia, and four out of five U.S. territories allow the use of medical cannabis. The recreational adult-use of cannabis is legalized in 17 states, including Alaska, Arizona, California, Colorado, Illinois, Maine, Massachusetts, Michigan, Montana, Nevada, New Jersey, New Mexico, New York, Oregon, Vermont, Virginia, Washington, and the District of Columbia. At the federal level, however, cannabis currently remains a Schedule I controlled substance under the Federal Controlled Substances Act of 1970. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the United States, and a lack of accepted safety for the use of the drug under medical supervision. As such, even in those states in which marijuana is legalized under state law, the manufacture, importation, possession, use or distribution of cannabis remains illegal under U.S. federal law. This has created a dichotomy between state and federal law, whereby many states have elected to regulate and remove state-level penalties regarding a substance which is still illegal at the federal level. There remains uncertainty about the US federal government's position on cannabis with respect to cannabis-legal status. A change in its enforcement policies could impact the ability of the Company to continue as a going concern.

p. 5


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

2. BASIS OF PREPARATION

Basis of presentation

These consolidated financial statements as at and for the years ended January 31, 2022 and 2021 ("consolidated financial statements") are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). These consolidated financial statements have been prepared on an accrual basis and are based on historical costs, except for certain financial instruments classified as fair value through profit or loss.

Functional and reporting currency

The functional currency of C21 Investments Inc. is Canadian dollars, and the functional currency of the Company's subsidiaries is U.S. dollars. C21 has determined that the U.S. dollar is the most relevant and appropriate reporting currency as the Company's operations are conducted in U.S. dollars and its financial results are prepared and reviewed internally by management in U.S. dollars. The consolidated financial statements are presented in U.S. dollars unless otherwise noted.

Basis of consolidation

The consolidated financial statements incorporate the accounts of the Company and all the entities in which the Company has a controlling voting interest and is deemed to be the primary beneficiary. All consolidated entities were under common control during the entirety of the periods for which their respective results of operations were included in the consolidated statements (i.e. from the date of acquisition). All intercompany balances and transactions are eliminated upon consolidation.

The following are the Company's subsidiaries that are included in these consolidated financial statements as at and for the year ended January 31, 2022:

Name of Subsidiary

Country of
Incorporation

Percentage
Ownership

Functional
Currency

Principal Activity

320204 US Holdings Corp.

USA

100%

USD

Holding Company

320204 Oregon Holdings Corp.

USA 100% USD Holding Company

320204 Nevada Holdings Corp.

USA 100% USD Holding Company

320204 Re Holdings, LLC

USA 100% USD Holding Company

Eco Firma Farms LLC

USA 100% USD Cannabis producer

Silver State Cultivation LLC

USA 100% USD Cannabis producer

Silver State Relief LLC

USA 100% USD Cannabis retailer

Swell Companies LTD

USA 100% USD Cannabis processor, distributor

Megawood Enterprises Inc.

USA 100% USD Cannabis retailer

Phantom Venture Group, LLC

USA 100% USD Holding Company

Phantom Brands, LLC

USA 100% USD Holding Company

Phantom Distribution, LLC

USA 100% USD Cannabis distributor

63353 Bend, LLC

USA 100% USD Cannabis producer

20727-4 Bend, LLC

USA 100% USD Cannabis processor

4964 BFH, LLC

USA 100% USD Cannabis producer

Workforce Concepts 21, Inc.

USA 100% USD Payroll and benefits services

p. 6


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

3. SIGNIFICANT ACCOUNTING POLICIES

Significant accounting estimates and assumptions

The preparation of the Company's financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from those estimates and judgments.

Areas requiring a significant degree of estimation and judgment relate to the determination of fair values of assets acquired and liabilities assumed in business combinations, impairment of long-lived assets and inventory, fair value measurements, useful lives, depreciation and amortization of property, equipment and intangible assets, the recoverability and measurement of deferred tax assets and liabilities, share-based compensation, and fair value of derivative liabilities.

Cash

Cash held in financial institutions and cash held at retail locations, have carrying values that approximate fair value.

Foreign currency translation

Foreign currency transactions are translated into U.S. dollars at exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate at the reporting date. All differences are recorded in the consolidated statements of income and comprehensive income (loss). Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

Assets and liabilities of foreign operations are translated into U.S. dollars at year-end exchange rates and any revenue and expenses are translated at the average exchange rate for the year. The resulting exchange differences are recognized in other comprehensive income (loss).

Inventory

Inventory consists of raw materials, consumables and packaging supplies used in the process to prepare inventory for sale; work in process consisting of pre-harvested cannabis plants, by-products to be extracted, oils and terpenes; and finished goods.

Inventory is valued at the lower of cost and net realizable value, with cost determined using the weighted average cost method. Net realizable value is calculated as the estimated selling price in the ordinary course of business, less any estimated costs to complete and sell the goods. Costs are capitalized to inventory, until substantially ready for sale. Costs include direct and indirect labor, raw materials, consumables, packaging supplies, utilities, facility costs, quality and testing costs, production related depreciation and other overhead costs. The Company records inventory reserves for obsolete and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, and the historical and professional experience of management. The Company classifies cannabis inventory as a current asset, although, due to the duration of the cultivation, drying, and conversion process, certain inventory items may not be realized in cost of sales within one year.

p. 7


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and equipment

Property and equipment is measured at cost less accumulated depreciation and losses on impairment.

Depreciation is provided on the straight-line basis over the estimated useful lives of the assets as follows:

Buildings  45 years

Leasehold improvements  shorter of the life of the improvement or the remaining life of the lease

Furniture & fixtures  5 years

Computer equipment  3 years

Machinery & equipment  2-7 years

Intangible assets

Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. Amortization of intangible assets begins when the asset becomes available for use. Brands, licenses, and customer relationships are amortized over 10 years, which reflect the estimated useful lives of the intangible assets.

Goodwill and indefinite lived Intangible assets

Intangible assets are recorded at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date.

Goodwill represents the excess of the purchase price paid for the acquisition of subsidiaries over the fair value of the net intangible and tangible assets acquired. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. The Company's goodwill is part of the Nevada reporting unit.

Goodwill is tested annually for any impairment, or more frequently in the case that events or circumstances indicate that the carrying amount of a reporting unit may not be recoverable. The Company may elect to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If factors indicate this is the case, then a quantitative test is performed and an impairment is recorded for any excess carrying value above the reporting unit's fair value, not to exceed the amount of goodwill.

For the years ended January 31, 2022 and 2021, the recoverable amount of goodwill allocated to the Nevada reporting unit exceeded its carrying amount and as such, no impairment was noted.

Impairment of long-lived assets

Long-lived assets include property and equipment, right-of-use assets, and intangible assets with finite useful lives.

At the end of each fiscal year, the Company reviews the intangible assets' estimated useful lives and amortization methods, with the effect of any changes in estimates accounted for on a prospective basis.

p. 8


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Long-lived assets are reviewed for indicators of impairment at each statement of balance sheet date or whenever events or changes in circumstances indicate that a potential impairment has occurred. The Company groups assets at the lowest level for which cash flows are separately identifiable, referred to as an asset group. When indicators of potential impairment are present the Company prepares a projected undiscounted cash flow analysis to determine the recoverable amount for the respective asset or asset group. An impairment loss is recognized whenever the carrying amount of the asset exceeds its recoverable amount and is recorded as in profit or loss equal to the amount by which the carrying amount exceeds the fair value.

Assets and liabilities held for sale

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are measured at the lower of their carrying amount and fair value less costs to sell. The comparative consolidated balance sheet is re-presented to classify assets as held for sale in the period that the respective assets are classified as held for sale.

Business combinations

Acquisitions are accounted for in accordance with ASC 805 - Business Combinations, with the assets and liabilities acquired recorded at their fair values at the acquisition date.

The Company is required to allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values. The excess of the purchase price over those fair values of the net assets acquired is recorded as goodwill. Any excess of the fair value of the net assets acquired over the consideration, is a gain on business acquisition and would be recognized as a gain in the consolidated statement of loss and comprehensive loss.

Convertible instruments

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting standards update 2020-06-debt-debt with conversion and other options (subtopic 470-20) and derivatives and hedging-contracts in entity's own equity (subtopic 815-40): accounting for convertible instruments and contracts in an entity's own equity, an update to simplify the accounting for convertible debt and other equity-linked instruments. The new guidance simplifies the accounting for convertible instruments by eliminating the cash conversion and beneficial conversion feature models used to separately account for embedded conversion features as a component of equity. Instead, the Company will account for the convertible debt as a single unit of account, unless the conversion feature requires bifurcation and recognition as a derivative. Additionally, the guidance requires the Company to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of potential share settlement for instruments that may be settled in cash or shares. The Company early adopted this new guidance using the full retrospective method as of February 1, 2020. The adoption of this new guidance did not have a material impact on the Company's consolidated financial statements and there was no impact to the number of potentially dilutive shares in each of the periods presented.

p. 9


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Leases

In February 2016, the FASB issued ASU 2016-02, Leases ("ASC 842"), a standard that requires lessees to increase transparency and comparability among organizations by requiring the recognition of right-of-use assets and lease liabilities on the balance sheet. The requirements of this standard include a significant increase in required disclosures to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The FASB has issued several amendments and practical expedients to the standard, including clarifying guidance, transition relief on comparative reporting at adoption, a practical expedient, which allows lessees to elect as an accounting policy not to apply the provisions of ASC 842 to short term leases, and codification improvements to clarify that lessees and lessors are exempt from certain interim disclosure requirement associated with adopting the new leases standard. The standard was adopted by the Company beginning February 1, 2020 and the standard was adopted using the modified retrospective transition approach, which allows the Company to recognize a cumulative effect adjustment to the opening balance of accumulated deficit in the period of adoption rather than restate comparative prior year periods. The cumulative effect adjustment to the opening balance of accumulated deficit was $nil. The Company has elected not to recognize right-of-use assets and liabilities for short-term leases that have a term of 12 months or less.

Upon commencement of a contract containing a lease, the Company classifies leases other than short-term leases as either an operating lease or a finance lease according to the criteria prescribed by ASC 842. The lease classification is reassessed only when: (a) the contract is modified and the modification is not accounted for as a separate contract, and (b) there is a change in the lease term or the assessment of whether the lessee is reasonably certain to exercise an option to purchase the underlying asset.

For both finance leases and operating leases, right-of-use assets and lease liabilities are initially measured as the present value of future lease payments and initial direct costs discounted at the interest rate implicit in the lease, or if that rate is not readily determinable, the Company's incremental borrowing rate. Subsequent measurement of lease liabilities classified as finance leases is at amortized cost using the effective interest rate method. Subsequent measurement of right-of-use assets classified as finance leases is at carrying amount less accumulated amortization, where amortization is recorded straight-line over the lease term. Subsequent measurement of lease liabilities classified as operating leases is at the present value of the unpaid lease payments discounted at the discount rate for the lease established at the commencement date. Subsequent measurement of right-of-use assets classified as operating leases is carrying amount less accumulated amortization where amortization is calculated as the difference between straight-line lease cost for the period, including amortization of initial direct costs, and the periodic accretion of the lease liability.

Financial instruments

Financial instruments are contracts that give rise to a financial asset of one party and a financial liability or equity instrument of another party. Financial instruments are recorded initially at fair value, which is 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. Subsequent measurement depends on how the financial instrument has been classified and may be at fair value or amortized cost. For financial instruments subsequently measured at fair value, the Company calculates the estimated fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available, the Company uses standard pricing models including the Black-Scholes option pricing model.

p. 10


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - Inputs that are not based on observable market data.

There have been no transfers between fair value hierarchy levels during the years ended January 31, 2022 and 2021.

The Company's measures the derivative liability at fair value using Level 3 inputs.

The Company's cash, receivables, accounts payable and accrued liabilities, and income taxes payable are recorded at cost. The carrying values of these financial instruments approximate their fair value due to their short-term maturities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

Financial instruments subsequently measured at amortized cost include promissory note payable, and reclamation obligation.

Share-based compensation

The Company measures equity settled share-based payments based on their fair value at their grant date and recognizes share-based compensation expense over the vesting period based on the Company's estimate of equity instruments that will eventually vest. Consideration paid to the Company on the exercise of stock options is recorded as common stock.

Income taxes

The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

As the Company operates in the cannabis industry, it is subject to the limits of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to the cost of producing the products or cost of production.

The Company recognizes uncertain income tax positions at the largest amount that is more-likely-than-not to be sustained upon examination by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Recognition or measurement is reflected in the period in which the likelihood changes. Any interest and penalties related to unrecognized tax liabilities are presented within income tax expense in the consolidated statements of comprehensive income (loss).

p. 11


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings (loss) per share

The Company presents basic and diluted loss per share data for its common shares. Basic loss per share is calculated using the weighted average number of shares outstanding during the respective years. Diluted loss per share is computed by dividing net loss by the weighted average shares outstanding adjusted for additional shares from the assumed exercise of stock options, restricted share units, or warrants, if dilutive.

The number of additional shares is calculated by assuming the outstanding dilutive convertible instruments, options, and warrants are exercised and that the assumed proceeds are used to acquire common shares at the average market price during the year. Diluted loss per share figures for the years presented are equal to those of basic loss per share for the years since the effects of convertible instruments, stock options and warrants are anti-dilutive.

Revenue recognition

Revenue is recognized by the Company in accordance with ASC 606. Through application of the standard, the Company recognizes revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

In order to recognize revenue under ASC 606, the Company applies the following five steps:

1. Identify a customer along with a corresponding contract

2. Identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer

3. Determine the transaction price that the Company expects to be entitled to in exchange for transferring promised goods or services to a customer

4. Allocate the transaction price to the performance obligation(s) in the contract

5. Recognize revenue when or as the Company satisfies the performance obligation(s) in the contract

The Company's contracts with customers for the sale of dried cannabis and other products derived from cannabis consist of one performance obligation, being the transfer of control of the goods to the customer at the point of sale. The Company transfers control and satisfies its performance obligation when collection has taken place, compliant documentation has been signed, and the product was accepted by the buyer. The Company does not have performance obligations subsequent to delivery on the sale of goods to customers and revenues from sale of goods are recognized at a "point in time", which is upon passing of control to the customer.

Transaction costs associated with a business combination, (i.e., other than those associated with the issuance of debt or equity), are expensed as incurred as a line item in the consolidated statement of loss and comprehensive loss.

p. 12


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Reclamation obligation

The Company recognizes the fair value of a legal or constructive liability for a reclamation obligation in the year in which it is incurred and when a reasonable estimate of fair value can be made. The carrying amount of the related long-lived asset is increased by the same amount as the liability. Changes in the liability for a reclamation obligation due to the passage of time will be recognized within accretion expense. The amount will be recognized as an increase in the liability and an accretion expense in the consolidated statements comprehensive income (loss) . Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or a decrease to the carrying amount of the liability and the related long-lived asset.

Recently issued accounting pronouncements

Recent accounting pronouncements, other than those below, issued by the FASB, the American Institute of Certified Public Accountants("AICPA") and the U.S. Securities and Exchange Commission ("SEC") did not or are not believed by management to have a material effect on the Company's present or future financial statements.

Debt

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options ("ASU 2020-06"), (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. In addition, the FASB amended the derivative guidance for the own stock scope exception and certain aspects of the earnings-per-share guidance. The amendments are effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted for after December 15, 2020. The Company early adopted this new guidance using the full retrospective method as of February 1, 2020.

Leases

In February 2016, the FASB issued new guidance on the recognition and measurement of leases, ASC 842 - Leases. Under this guidance, a lessee recognizes assets and liabilities on its balance sheet for most leases. Lease expense continues to be consistent with previous guidance. Additionally, this guidance requires enhanced disclosures regarding the amount, timing, and uncertainty of cash flows arising from leasing arrangements. The Company adopted this guidance effective February 1, 2020 using the modified retrospective transition method and comparative year ended January 31, 2021.

The adoption of this guidance resulted in the recognition of operating lease right-of-use assets of $5,001,360, and $5,001,360 of lease liabilities, with a $nil impact on deficit. The transition to ASC 842 did not have a material impact on the Company's results of operations or liquidity. When measuring lease liabilities, the Company used its incremental borrowing rate, estimated at 10%.

Revenue

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which provides a single comprehensive model for accounting for revenue from contracts with customers and supersedes nearly all previously existing revenue recognition guidance. The core principle of ASU 2014-09 is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the standard as of February 1, 2020. There was no impact of adopting ASU 2014-09 on the consolidated financial statements.

p. 13


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial instruments

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires the measurement of current expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Adoption of ASU 2016-13 will require financial institutions and other organizations to use forward-looking information to better formulate their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available for sale debt securities and purchased financial assets with credit deterioration.

This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted ASU 2016-13 on February 1, 2020 and adoption did not have a material impact on the Company's consolidated financial statements.

Fair value measurement

In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820). ASU 2018-13 adds, modifies, and removes certain fair value measurement disclosure requirements. ASU 2018-13 is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted. The Company adopted ASU 2018-13 on February 1, 2020 and the adoption did not have a material impact on the Company's consolidated financial statements.

Income taxes

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and was adopted on February 1, 2021 and the adoption did not have a material impact on the Company's consolidated financial statements.

4. DISCONTINUED OPERATIONS

In January 2022, the Company entered into to a lease-to-own arrangement with a lessee for certain licenses, land and equipment in Oregon, USA, representing its outdoor growing operation. The lease-to-own arrangement concludes in January 2027 with total undiscounted payments over the term amounting to $2,514,805. The Company determined that the arrangement should be accounted for as a sales-type lease and concluded that it is not probable that all required payments will be made such that title will transfer at the end of the term. As such, in accordance with ASC 842, the land and equipment have not been derecognized and payments received will be recorded as a deposit liability until such time that collectability becomes probable. As at January 31, 2022, $100,000 has been received under the arrangement and has been recorded as a deposit liability.

As a result of non-profitable operations in the Oregon reporting unit, the Company began to wind down operations in Oregon beginning in the year ended January 31, 2021. At January 31, 2021, the Company classified the assets and liabilities in Swell and Megawood as held for sale and completed the sale of these assets in April 2021.  By January 31, 2022, the Company made the decision to cease all growing, manufacturing, and processing activities in Bend, Oregon.  As the Oregon reporting unit comprises the assets of multiple components in distinct geographic locations, management anticipates completing the sale on a piecemeal basis.  Management is engaged in an active program to seek buyers for the major classes of assets and liabilities in Oregon in order to complete a sale in the next twelve months.

p. 14


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

4. DISCONTINUED OPERATIONS (Continued)

Remaining inventory on hand at January 31, 2022 had an estimated aggregate net realizable value of approximately $363,391. For the year ended January 31, 2022, net loss from discontinued operations included impairment of inventory in Oregon in the amount of $1,093,308 (2021 - $1,384,922) in order to report inventory at its net realizable value. Subsequent to January 31, 2022, the Company sold the remaining Oregon inventory on July 20, 2022.

Prepaid expenses classified as held for sale primarily relates to the renewal of licenses that may be transferred in the event of a sale. Otherwise, prepaid expenses will be expensed within loss from discontinued operations over the next twelve months.

For the year ended January 31, 2022, the Company recorded a provision for expected credit losses on previously recorded management fees receivable of $111,616 (2021 - $nil).

Long-term debt consists of vehicle loans and a building mortgage. The mortgage began on February 1, 2015 and matures on January 1, 2035 (20 years). The mortgage bears interest at a fixed rate of 4.5% with payments made monthly. The equipment and vehicle loans consist of three loans with maturity dates ranging from June 1, 2021 through May 15, 2023 and interest rates ranging from 5.59% to 19.9% with payments made monthly.

The following table summarizes the major classes of assets and liabilities of the discontinued Oregon operation that have been classified as held-for-sale in the consolidated balance sheets:

    January 31, 2022     January 31, 2021  
    $     $  
Carrying amounts of the major classes of assets included in discontinued operations:            
Receivables   64,456     93,855  
Inventory   363,391     1,296,009  
Prepaid expenses and deposits   111,617     153,904  
Deferred tax asset   152,177     109,753  
Property and equipment   1,139,517     1,895,572  
Right-of-use assets   346,987     1,074,930  
Intangible assets   -     182,137  
Total assets classified as held for sale   2,178,145     4,806,160  
Current portion of assets classified as held for sale   (2,178,145 )   (1,492,826 )
Non-current portion of assets classified as held for sale   -     3,313,334  
             
Carrying amounts of the major classes of liabilities included in discontinued operations:            
Lease liabilities   412,093     1,217,499  
Long-term debt   462,286     543,330  
Total liabilities classified as held for sale   874,379     1,760,829  
Current portion of liabilities classified as held for sale   (874,379 )   (628,171 )
Non-current portion of liabilities classified as held for sale   -     1,132,658  

In connection with the wind-down of operations, the Company concluded that the customer relationship intangible asset held in the Oregon reporting unit had no value and recognized $363,510 of impairment (2021 - $nil). Other income for the year ended January 31, 2022 contains a gain on the sale of assets that were held for sale at January 31, 2021 of $324,694, and other income of $79,274, offset by interest expense of $8,227. Other expenses for the year ended January 31, 2021 included interest expense of $183,404, acquisition re-organization costs of $1,204,740, and impairment on capital assets of $116,881, offset by other income of $231,212.

p. 15


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

4. DISCONTINUED OPERATIONS (Continued)

The following table provides the major classes of line items constituting pre-tax loss from discontinued operations:

    January 31, 2022     January 31, 2021  
    $     $  
Revenue   1,128,403     2,661,223  
Cost of sales   1,602,257     2,393,417  
Gross margin   (473,854 )   267,806  
             
Expenses (income)            
General and administration   361,028     630,691  
Provision for expected credit losses   111,616     -  
Sales, marketing, and promotion   68,941     27,933  
Operating lease cost   1,233     56,650  
Depreciation and amortization   207,319     378,113  
Impairment of inventory   1,093,308     1,384,922  
Impairment of intangible asset   363,510     -  
Other (income) expenses   (395,741 )   1,273,813  
Net loss from discontinued operations before income taxes   (2,285,068 )   (3,484,316 )
Income tax expense   42,424     256,260  
Net loss from discontinued operations after income taxes   (2,242,644 )   (3,228,056 )

The following table summarizes the cash flows from discontinued operations:

   

January 31,

2022

    January 31, 2021  
    $     $  
Net cash (used in) provided by operating activities of discontinued operations   (1,602,478 )   241,753  
Net cash provided by investing activities of discontinued operations   1,168,349     100,000  
Net cash used in financing activities of discontinued operations   (105,360 )   (119,914 )

5. SECURITY DEPOSIT

The Company has a security deposit with the Alberta Energy Regulator ("AER") under the AER's Liability Management programs to cover potential liabilities relating to its wells. The required security deposit with the AER is determined based on a monthly licensee management rating assessment. At January 31, 2022, the security deposit had a balance of $49,011 (January 31, 2021 - $47,739).

6. RECEIVABLES

    January 31, 2022     January 31, 2021  
    $     $  
Sales taxes receivable   11,945     14,809  
Trade receivables, net   198,478     101,208  
    210,423     116,017  

At January 31, 2022, trade receivables are presented net of a provision for expected credit losses of $nil (January 31, 2021 - $nil).

p. 16


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

7. INVENTORY

    January 31, 2022     January 31, 2021  
    $     $  
Finished goods   1,848,392     1,946,638  
Work in process   2,029,133     582,655  
Raw materials   176,948     163,354  
    4,054,473     2,692,647  

8. PROPERTY AND EQUIPMENT AND RIGHT-OF-USE ASSETS

Property and equipment

The following table summarizes the Company's property and equipment:

    January 31, 2022     January 31, 2021  
    $     $  
Land   1,330,000     1,330,000  
Leasehold improvements   1,758,229     244,472  
Furniture & fixtures   460,890     376,207  
Computer equipment   46,484     94,846  
Machinery & equipment   2,305,217     1,261,340  
    5,900,820     3,306,865  
Less: accumulated depreciation and amortization   (1,031,227 )   (558,229 )
    4,869,593     2,748,636  

Total depreciation and amortization expense for the year ended January 31, 2022 was $472,998 (year ended January 31, 2021 - $630,818). Of the total expense, $260,006 was allocated to inventory (2021 - $135,950).

At January 31, 2022, the Company reclassified buildings with a cost of $1,370,212 and accumulated depreciation of $230,695 to assets classified as held for sale. The prior period comparative amounts of cost of $1,370,212 and accumulated depreciation of $202,072 were also re-classified.

During the year ended January 31, 2021, the Company recorded a loss of $116,881 related to the disposal of various items of leasehold improvements, furniture and fixtures, computer equipment and machinery and equipment related to the Oregon operations. The cost of the property and equipment disposed of was $318,314 and accumulated depreciation was $201,433. There was $nil gross proceeds and the loss has been recorded as other expenses within net loss from discontinued operations.

During the year ended January 31, 2021, the Company transferred lights and equipment with a cost of $324,371 and accumulated depreciation of $128,319 between operating units resulting in a classification change from leasehold improvements to machinery and equipment.

At January 31, 2021, the Company reclassified property and equipment with a cost of $1,479,014 and accumulated depreciation of $751,582 to assets classified as to held for sale. The assets consisted primarily of redundant processing and extraction equipment as well as leasehold improvements and fixtures in a right-of-use asset. Management estimated the fair value less costs to sell exceeds the carrying value and therefore the assets are measured at their carrying values.

 

p. 17


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

 

8. PROPERTY AND EQUIPMENT AND RIGHT-OF-USE ASSETS (Continued)

Right-of-use assets

The Company's right-of-use assets result from its operating leases (note 11) and consist of land and buildings used in the cultivation, processing, and warehousing of its products.

During the year ended January 31, 2021, the Company amended lease agreements on three leases to extend their term. This resulted in right-of-use asset additions of $7,236,663.

For the year ended January 31, 2022, operating lease costs include right-of-use asset amortization of $461,364 (2021 - $800,269). Of this, $265,788 was allocated to inventory (2021 - $450,413).

At January 31, 2021, the Company reclassified right-of-use assets with a carrying amount of $583,257 to held for sale following an assessment that the Swell and Pure Green properties were redundant to the Company's operation. In addition, the Company reclassified the associated lease liabilities of $628,171 to be classified as held for sale. Management estimated the fair value less costs to sell exceeds the carrying value and therefore the assets are measured at their carrying values.

At January 31, 2022, the Company reclassified right-of-use assets with a carrying amount of $346,987 (2021 - $491,672) to held for sale. Management estimated the fair value less costs to sell exceeds the carrying value and therefore the assets are measured at their carrying values.

9. INTANGIBLE ASSETS AND GOODWILL

Intangible assets

The following table summarizes the Company's intangible assets:

    January 31, 2022     January 31, 2021  
    $     $  
Licenses   12,141,476     12,141,476  
Brands   868,982     868,982  
Customer relationships   1,758,553     2,122,063  
    14,769,011     15,132,521  
Less: accumulated amortization   (5,544,846 )   (4,174,560 )
    9,224,165     10,957,961  

Total amortization expense from intangible assets for the year ended January 31, 2022 was $1,370,286 (2021 - $1,464,528).

During the year ended January 31, 2022, the Company recognized impairment charges of $363,510 on customer relationships allocated to the Oregon reporting unit (note 4).

During the year ended January 31, 2021, the Company sold a brand for $100,000. At the time of the sale, the brand had a carrying amount of $100,000 comprised of cost of $117,737 and accumulated amortization of $17,737.

 

p. 18


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

 

9. INTANGIBLE ASSETS AND GOODWILL (Continued)

At January 31, 2021, the Company reclassified intangible assets with a cost of $400,009 and accumulated amortization of $217,872 to held for sale. The intangible assets classified as held for sale consist of licenses, customer lists, and startup costs associated with a right-of-use asset that has also been classified as held for sale. Management estimated the fair value less costs to sell exceeds the carrying value and therefore the assets are measured at their carrying values.

Goodwill

As at January 31, 2022, the Company had goodwill of $28,541,323 (2021 - $28,541,323) which was allocated to the Nevada reporting unit.

  10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The following table summarizes the Company's accounts payable and accrued liabilities:

    January 31, 2022     January 31, 2021  
    $     $  
Accounts payable   1,402,546     1,382,519  
Accrued liabilities   1,040,914     1,183,259  
Interest payable   65,409     115,218  
    2,508,869     2,680,996  

11. LEASES

On February 1, 2020 the Company adopted ASC 842 using the modified retrospective transition approach which requires the recognition of lease assets and liabilities for operating and finance leases. Beginning on February 1, 2020, the Company's financial statements are presented in accordance with the revised policy.

The Company's accounting policy is described in note 3. As a result of the adoption of ASC 842, the Company recorded operating right-of-use assets of $5,001,360, and operating lease liabilities of $5,001,360.

The Company's leases consist of land and buildings used in the cultivation, processing, and warehousing of its products. All leases were found to be operating leases in accordance with ASC 842.

The following table presents the Company's active leases and total lease term under contract:

Entity Name/Lessee Asset Useful life
(years)
Type
Swell Companies, LTD Land/Building 5 Operating lease
Silver State Cultivation LLC Land/Building 12 Operating lease
Silver State Relief LLC (Sparks) Land/Building 12 Operating lease
Silver State Relief LLC (Fernley) Land/Building 12 Operating lease
Megawood Enterprises Inc. Land/Building 5 Operating lease
Phantom Distribution, LLC Land/Building 5 Operating lease
63353 Bend, LLC Land/Building 5 Operating lease
20727-4 Bend, LLC Land/Building 5 Operating lease
4964 BFH, LLC Land/Building 5 Operating lease

For the years ended January 31, 2022 and 2021, the Company incurred operating lease costs of $1,403,743 and $1,249,422, respectively. Of these amounts, $812,368 and $700,185, were allocated to inventory, respectively.

p. 19


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

11. LEASES (Continued)

The following table displays the weighted average discount rate used in calculating lease liabilities and weighted average remaining lease term:

 
 
  January 31, 2022     January 31, 2021  
Weighted average discount rate   10%     10%  
Weighted average remaining lease term (years)   10.46     11.32  

The maturity of the contractual undiscounted lease liabilities of the Company's operating leases as of January 31, 2022 is as follows:

Year ending January,   $  
2023   1,239,090  
2024   1,276,263  
2025   1,314,551  
2026   1,353,987  
2027   1,394,607  
Thereafter   9,148,938  
Total undiscounted lease liabilities   15,727,436  
Interest on lease liabilities   (6,448,313 )
Total present value of minimum lease payments   9,279,123  
Current portion of lease liability   325,698  
Lease liability   8,953,425  

As at January 31, 2022, liabilities classified as held for sale includes lease liabilities of $412,093 (2021 - 1,217,499). The Company has total undiscounted lease liabilities with related parties of $16,792,993 (note 18). Of the total undiscounted lease liabilities, $1,065,557 are classified as held for sale.

12. CONVERTIBLE DEBENTURES AND PROMISSORY NOTES

The Company early adopted ASU 2020-06 on February 1, 2021 using the full retrospective method. The adoption eliminates the cash conversion and beneficial conversion feature models used to separately account for embedded conversion features as a component of equity.

Transaction costs related to the issuance of convertible promissory notes are apportioned to their respective financial liability and equity components (if applicable) in proportion to the allocation of proceeds as a reduction to the carrying amount of each component.

When valuing the financial liability component of the convertible debentures and promissory notes, the Company used specific interest rates assuming no conversion features existed. The resulting liability component is accreted to its face value over the convertible note's term until its maturity date.

p. 20


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

12. CONVERTIBLE DEBENTURES AND PROMISSORY NOTES (Continued)

Convertible debentures

The following is the continuity of the Company's convertible debentures issued in Canadian dollars. All below disclosure is denominated in U.S. dollars:

    December 31,
2018 issuance
    January 30, 2019
issuance
    Total  
    $     $     $  
Balance, January 31, 2020   2,066,976     4,179,094     6,246,070  
New issuances on exercise of warrants   1,749,065     3,939,377     5,688,442  
Conversions   (4,075,959 )   (8,682,514 )   (12,758,473 )
Interest   190,003     409,237     599,240  
Accretion expense   251,990     473,248     725,238  
Interest paid - cash   (250,879 )   (534,039 )   (784,918 )
Foreign exchange loss   68,804     215,597     284,401  
Balance, January 31, 2021 and January 2022   -     -     -  

The following transactions occurred during the year ended January 31, 2021:

(a) 262 convertible debentures were issued for gross proceeds of $195,734 (C$262,000). A total of $2,508,068 (C$3,209,000) in principal of the December 31, 2018 convertible debentures were converted into 4,011,250 common shares of the Company. The remaining balance outstanding is $nil.

(b) 497 convertible debentures were issued for gross proceeds of $371,297 (C$497,000). A total of $5,204,120 (C$6,673,000) in principal of the January 30, 2019 convertible debentures were converted into 8,341,250 common shares of the Company. The remaining balance outstanding is $nil.

(c) 1,988 warrants were exercised in connection with the convertible debentures issued on December 31, 2018, resulting in gross proceeds of $1,485,188 (C$1,988,000). 2,087 warrant debentures with a carrying amount of $1,632,114 (C$2,087,000) were converted into 2,313,322 common shares of the Company. At January 31, 2021, all warrants had been exercised or expired.

(d) 4,572 warrants were exercised in connection with the convertible debentures issued on January 30, 2019, resulting in gross proceeds of $3,415,633 (C$4,572,000). 4,587 warrant debentures issued under the January 30, 2019 issuance with a carrying amount of $3,595,099 (C$4,587,000) were converted into 5,098,872 common shares of the Company. At January 31, 2021, all warrants had been exercised or expired.

The following is a continuity of the Company's convertible promissory notes denominated in U.S. dollars:

    June 13, 2018     January 23, 2019     May 24, 2019        
    issuance     issuance     issuance     Total  
    $     $     $     $  
Balance, January 31, 2020   639,665     175,000     918,316     1,732,981  
Payment   -     (175,000 )   -     (175,000 )
Interest   48,733     -     100,274     149,007  
Accretion expense   384,192     -     111,466     495,658  
Balance, January 31, 2021   1,072,590     -     1,130,056     2,202,646  
Payment   -     -     (1,210,000 )   (1,210,000 )
Interest   17,649     -     40,685     58,334  
Accretion expense   191,203     -     39,259     230,462  
Balance, January 31, 2022   1,281,442     -     -     1,281,442  

 

p. 21


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

12. CONVERTIBLE DEBENTURES AND PROMISSORY NOTES (Continued)

On June 13, 2018, the Company issued convertible promissory notes to the vendors that sold Eco Firma Farms, LLC to the Company in the aggregate principal amount of $2,000,000. The convertible promissory notes were convertible at $1.00 per share. The convertible promissory notes accrue interest at a rate of 4% per annum, compounded annually, and were fully due and payable on June 13, 2021. The Company is in an ongoing dispute with the vendors over repayment (note 22).

On issuance, the Company determined the conversion feature was a derivative liability as the convertible promissory notes are exercisable in USD while the functional currency of the Company is Canadian dollars. The fair value of the conversion feature as at January 31, 2022 was $nil (January 31, 2021 - $409,007).

On January 23, 2019, the Company issued a convertible promissory note to the vendor that sold Megawood Enterprises, Inc. to the Company in the principal amount of $175,000. The convertible note is convertible into 35,000 common shares of the Company at a conversion price of C$5.00 per conversion share and may be converted at any time between October 24, 2019 and January 24, 2020. On issuance, the Company determined the conversion feature was a derivative liability as the convertible promissory notes are exercisable in USD while the functional currency of the Company is Canadian dollars. The fair value of the conversion feature as at January 31, 2022 was $nil (January 31, 2021 - $nil). On February 21, 2020, the Company repaid the convertible promissory note with a cash payment of $130,000 and the issuance of 95,849 common shares (note 15).

On May 24, 2019, the Company issued a two-year unsecured convertible promissory note to a debtor of Swell Companies in the principal amount of $1,000,000. The convertible note accrues interest at 10% per annum compounded annually and payable at maturity. The note is convertible into common shares of the Company at a conversion price of $1.56 per share and may be converted at the maturity date. On issuance, the Company determined the conversion feature was a derivative liability as the convertible promissory notes are exercisable in USD while the functional currency of the Company is Canadian dollars. The fair value of the conversion feature as at January 31, 2022 was $nil (January 31, 2021 - $76,150).

On May 24, 2021 the note was fully repaid.

Promissory notes

The following is a continuity of the Company's promissory notes denominated in U.S. dollars:

    January 1, 2019  
    issuance  
    $  
Balance, January 31, 2020   21,200,000  
Payments   (7,013,333 )
Balance, January 31, 2021   14,186,667  
Payments   (6,080,000 )
Balance, January 31, 2022   8,106,667  
Current portion   6,080,000  
Non-current portion   2,026,667  

On January 1, 2019, the Company issued a promissory note to Mr. Newman, who sold Silver State to the Company in the principal amount of $30,000,000. The note is payable in the following principal instalments: $3,000,000 on April 1, 2019, $6,000,000 on each of July 1, 2019, October 1, 2019, January 1, 2020, and April 1, 2020, and $3,000,000 on July 1, 2020. The note accrues interest at a rate of 10% per annum. The note is secured by all of the outstanding membership interests, and a security interest in all of the assets, of Silver State.

p. 22


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

12. CONVERTIBLE DEBENTURES AND PROMISSORY NOTES (Continued)

On July 1, 2019, the terms of the promissory note payable for the acquisition of Silver State were amended to call for immediate payment of $2,000,000 plus accrued interest on July 1, 2019 followed by payments of $800,000 plus accrued interest on the first of each of August, September, October, November, and December 2019.

Effective November 21, 2019 and June 25, 2020, Mr. Newman and the Company agreed to further amend the terms of the secured promissory note due to Mr. Newman. The December 1, 2019 principal payment of $800,000 was cancelled and the monthly principal payments thereafter were reduced to $600,000 per month. Further, the annual interest rate on the note was reduced from 10% to 9.5%. The remaining balance on the note is due and payable on January 1, 2021. This modification resulted in a gain of $nil.

On November 19, 2020, the Company announced agreement with Mr. Newman that the remaining $15,200,000 principal outstanding on his senior secured Note, due to mature on January 1, 2021, has been amended with lower monthly payments amortized over a 30-month period. Commencing December 1, 2020, the monthly payments will be $506,667 plus interest. The interest rate at 9.5% is unchanged.

For the year ended January 31, 2022, interest expense was $1,032,691 (year ended January 31, 2021 - $1,643,363). Interest paid during the year ended January 31, 2022 was $1,082,500 (year ended January 31, 2021 - $1,715,750).

13. RECLAMATION OBLIGATION

The Company has recorded a decommissioning provision in connection with estimated reclamation costs on a previously written off property. The obligation is recognized based on the estimated future reclamation costs. The Company had two wells in Alberta which were determined to be uneconomic and costs have been incurred to plug these wells. Reclamation and remediation work is still required to bring the site back to its natural state.

14. DERIVATIVE LIABILITIES

The following reflects the continuity of derivative liabilities:

    Conversion
features of
convertible
promissory notes
    Earn out shares     Total  
    $     $     $  
Balance, January 31, 2020   151,242     3,699,154     3,850,396  
Fair value adjustment on derivative liabilities   333,915     5,422,280     5,756,195  
Effect of foreign exchange   -     152,536     152,536  
Balance, January 31, 2021   485,157     9,273,970     9,759,127  
Fair value adjustment on derivative liabilities   (485,157 )   (8,091,133 )   (8,576,290 )
Settlement of Phantom earn out   -     (677,939 )   (677,939 )
Effect of foreign exchange   -     501,470     501,470  
Balance, January 31, 2022   -     1,006,368     1,006,368  

Upon the February 4, 2019 acquisition of Phantom Farms the vendors can earn up to 4,500,000 'earn out' shares over a period of seven years. The conditions were based on the Company's common shares exceeding certain share prices during the period. The liability was derived using a Monte Carlo simulation. On January 24, 2022, the Company issued 1,300,000 common shares for full settlement of the Phantom earn out shares.

p. 23


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

14. DERIVATIVE LIABILITIES (CONTINUED)

Upon the May 24, 2019 acquisition of Swell Companies the vendors can earn up to 6,000,000 'earn out' shares over a period of seven years. The conditions are based on C21 common shares exceeding certain share prices during the period. Additionally, the 50% of the earn out shares are earned upon a change of control of the Company. The liability is derived using a Monte Carlo simulation.

Significant inputs into the Monte Carlo simulation used to determine the fair value of earn of earn out shares were as follows:

  Earn out shares Earn out shares
  January 31, 2022 January 31, 2021
Discount rate 1.24% 0.30%
Expected life in years 4.33 5.34
Expected stock volatility 80% 80%
Expected volatility of foreign exchange 6.52% 5.29%

The fair value of the conversion features of the convertible promissory notes is determined using a Black-Scholes option pricing model. Significant inputs into the calculation were as follows:

  Conversion
feature of June 13,
2018 issuance

issuance of
convertible
promissory notes
Conversion
feature of May 24,
2019 issuance of
convertible
promissory notes
  January 31, 2021 January 31, 2021
Discount rate 0.18% 0.18%
Expected life in years 0.36 0.31
Expected stock volatility 85% 86%
Stock price (CAD) $1.54 $1.54
Exercise price (CAD) $1.28 $2.00

The conversion features of the June 13, 2018 and May 24, 2019 convertible promissory notes expired on June 13, 2021 and May 24, 2021, respectively. As such, the fair value of each at January 31, 2022 was $nil.

p. 24


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

15. SHAREHOLDERS' EQUITY

Common stock consists of one class of fully paid common shares, with no par value. The Company is authorized to issue an unlimited number of common shares. All shares are equally eligible to receive dividends and repayment of capital and represent one vote at the Company's shareholders' meetings.

The following table reflects the continuity of common stock for the years ended January 31, 2022 and 2021:

    Number of
Shares
    Common stock  
          $  
Balance, January 31, 2020   89,388,639     85,096,509  
Shares issued - acquisition of Phantom Farms (i)   7,132,042     2,582,903  
Shares issued - Megawood (ii)   95,849     38,415  
Shares issued - option exercises (iii)   200,000     98,950  
Shares issued - conversion of debentures (iv)   19,764,694     12,758,473  
Shares issued - Swell commitment (v)   456,862     429,582  
Shares issued - EFF commitment (vi)   19,774     21,371  
Standby warrants issued   -     2,116,192  
Share-based compensation   -     494,435  
Balance, January 31, 2021   117,057,860     103,636,830  
Shares issued - PF warrants exercises (vii)   456,100     533,326  
Shares issued - EFF commitment (viii)   19,774     21,787  
Shares issued - Guaranteed warrants (ix)   1,214,080     -  
Shares issued - Settlement of Earn out shares (x)   1,300,000     677,939  
Share-based compensation   -     366,469  
Balance, January 31, 2022   120,047,814     105,236,351  

(i) On February 19, 2020, the Company amended the terms of the purchase of Phantom Farms, including SDP. The amended terms of the purchase agreement regarding the real estate assets of SDP group resulted in the Company electing to purchase the real estate of the Phantom Farms outdoor grow (two parcels), and SDP receiving 7,132,042 shares of C21 with a fair value of $2,582,903.

(ii) On February 21, 2020, the Company repaid the convertible promissory note with a cash payment of $130,000 and the issuance of 95,849 common shares with a fair value of $38,415 (note 12).

(iii) On October 15, 2020, the Company issued 200,000 shares upon the exercise of stock options.

(iv) During the year ended January 31, 2021 the Company issued 19,764,694 shares upon the conversion of debentures.

(v) On November 23, 2020, the Company issued 456,862 common shares to Swell as part of the purchase agreement dated May 23, 2019 as final settlement of the Company's commitment to issue shares.

(vi) On December 30, 2020, the Company issued 19,774 common shares to the vendors of EFF for a partial settlement of the Company's commitment to issue shares.

(vii) On February 4, 2021 the Company issued 456,100 shares upon the exercise of Phantom Farm warrants.

p. 25


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

15. SHAREHOLDERS' EQUITY (CONTINUED)

(viii) On April 5, 2021, the Company issued 19,774 common shares to the vendors of EFF for a partial settlement of the Company's commitment to issue shares.

(ix) On June 17, 2021, the Company issued 1,214,080 common shares pursuant to the cashless exercise of 4,160,000 warrants.

(x) On January 24, 2022, the Company issued 1,300,000 common shares for the settlement of Phantom earn out shares.

Commitment to issue shares

The Company issued a promissory note payable to deliver 2,142,000 shares to the vendors of EFF in the amount of $1,905,635, without interest, any time after October 15, 2018. As at January 31, 2022 the Company has a remaining commitment to deliver 793,093 shares.

Warrants

The following summarizes the Company's warrant activity:

    Warrants
outstanding
    Weighted
average exercise
price
 
    Weighted
average
remaining life
 
    #     C$     Years  
Balance January 31, 2020   5,694,746     1.66     0.74  
Issued   6,200,000     1.00        
Balance, January 31, 2021   11,894,746     1.32     1.96  
Exercised   (4,616,100 )   1.05        
Expired   (4,038,646 )   1.73        
Balance, January 31, 2022   3,240,000     1.18     2.10  

As at January 31, 2022, the following warrants were outstanding and exercisable:

Expiry Date   Exercise Price     Number of
Warrants
 
    C$     #  
December 31, 2023   1.00     632,400  
January 30, 2024   1.00     1,407,600  
May 24, 2024   1.50     1,200,000  
          3,240,000  

On May 28, 2020, the Company extended the expiry date of 2,794,746 warrants with an exercise price of C$1.83, from May 29, 2020 to May 29, 2021, with all other terms the same. These warrants expired unexercised on May 29, 2021.

On February 4, 2021, 456,100 warrants with an exercise price of $1.17 (C$1.50) were exercised to purchase 456,100 common shares of the Company for proceeds of $533,326. Of the warrants exercised, 426,100 were exercised by a Director of the Company. On the same date, 1,243,900 warrants expired unexercised.

p. 26


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

15. SHAREHOLDERS' EQUITY (Continued)

On June 17, 2021, 4,160,000 warrants were exercised on a cashless basis for 1,214,080 common shares of the Company.

Stock options

The Company is authorized to grant options to executive officers and directors, employees and consultants, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. The exercise price of each option is set by the Board of Directors and shall not be less than the market price of the Company's shares on the date of grant. The options can be granted for a maximum term of 10 years. Vesting is determined by the Board of Directors.

Details of the Company's stock option activity are as follows:

    Options
outstanding and
exercisable
    Weighted
average exercise
price
    Weighted
average
remaining life
 
    #     C$     Years  
Balance January 31, 2020   3,255,000     1.78     2.18  
Granted   4,055,000     0.73        
Exercised   (200,000 )   0.65        
Expired/Cancelled   (145,000 )   0.71        
Balance, January 31, 2021   6,965,000     1.22     2.05  
Expired   (1,350,000 )   2.80        
Balance January 31, 2022   5,615,000     0.84     1.45  

As at January 31, 2022, the following stock options were outstanding and exercisable:

Expiry Date   Exercise Price     Outstanding     Exercisable  
    C$     #     #  
February 5, 2022   1.11     460,000     460,000  
October 9, 2022   1.38     500,000     500,000  
January 24, 2023   0.80     100,000     100,000  
August 17, 2023   0.70     3,905,000     2,603,333  
January 28, 2024   1.50     150,000     100,000  
October 9, 2024   1.00     500,000     500,000  
          5,615,000     4,263,333  

During the year ended January 31, 2022, the Company recorded a share-based compensation expense of $366,469 (2021 - $494,435). The fair value of stock options was calculated using the Black-Scholes Option Pricing Model using the following weighted average assumptions:

Expiry Date   2022       2021  
Risk-free rate   -     0.19%  
Expected term of options   -     3 years  
Annualized volatility   -     80%  
Dividend rate   -     0%  

p. 27


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

16. SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

Selling, general and administrative expenses for the years ended January 31, 2022 and 2021 were comprised of the following:

    2022     2021  
    $     $  
Accounting and legal   665,248     501,854  
Depreciation and amortization   1,280,446     1,321,686  
License fees, taxes and insurance   1,807,645     1,705,539  
Office Facilities and administrative   301,944     253,230  
Operating lease cost   591,376     549,031  
Other   340,224     372,307  
Professional Fees and consulting   701,999     650,188  
Salaries and wages   2,913,900     2,884,320  
Share-based compensation   366,469     494,435  
Shareholder Communications   26,781     15,834  
Travel and entertainment   59,142     58,975  
    9,055,174     8,807,399  

17. SEGMENTED INFORMATION

The Company defines its major geographic operating segments as Oregon and Nevada. Due to the jurisdictional cannabis compliance issues ever-present in the industry, each state operation is by nature operationally segmented.

Key decision makers primarily review revenue, cost of sales expense, and gross margin as the primary indicators of segment performance. As the Company continues to expand via acquisition, the segmented information will expand based on management's agreed upon allocation of costs beyond gross margin.

Segmented operational activity and balances are as follows:

January 31, 2022   Discontinued
operations
    Nevada     Corporate     Consolidated  
    $     $     $     $  
Total revenue   1,128,403     32,982,976     -     34,111,379  
Gross profit   (473,854 )   18,809,985     -     18,336,131  
Operating expenses:                        
Selling, general and administrative   (429,969 )   (3,880,871 )   (2,936,012 )   (7,246,852 )
Operating lease cost   (1,233 )   (591,376 )   -     (592,609 )
Depreciation and amortization   (207,319 )   (1,276,640 )   (3,806 )   (1,487,765 )
Share-based compensation   -     -     (366,469 )   (366,469 )
Impairment of inventory   (1,093,308 )   -     -     (1,093,308 )
Impairment of intangible asset   (363,510 )   -     -     (363,510 )
Interest, accretion, and other   284,125     22,171     7,355,059     7,661,355  
Net income (loss) before taxes   (2,285,068 )   13,083,269     4,048,772     14,846,973  

Entity-wide disclosures

All revenue for the years ended January 31, 2022 and January 31, 2021 was earned in the United States.

For the years ended January 31, 2022 and January 31, 2021, no customer represented more than 10% of the Company's net revenue.

p. 28


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

17. SEGMENTED INFORMATION (Continued)

The following table displays the disaggregation of long-lived assets by geographic area:

    January 31,
2022
    January 31,
2021
 
    $     $  
Nevada   11,903,430     10,110,806  
Discontinued operations (Oregon)   1,817,633     1,946,961  
Other   24,414     28,117  
Total   13,745,477     12,085,884  

18. COMMITMENTS

The Company and its subsidiaries are committed under lease agreements with related parties, for land, office space, and equipment in Nevada and Oregon as well as for mortgage payments on a building held for sale. At January 31, 2022, the Company has the following future minimum payments:

    Mortgage     Leases with
related parties
    Total  
    $     $     $  
2023   55,465     1,467,282     1,522,747  
2024   48,855     1,504,455     1,553,310  
2025   45,551     1,314,551     1,360,102  
2026   45,551     1,353,987     1,399,538  
2027   45,551     1,394,607     1,440,158  
Thereafter   368,201     9,148,937     9,517,138  
    609,174     16,183,819     16,792,993  

Leases with related parties includes $456,383 of undiscounted lease payments for lease liabilities held for sale.

19. INCOME TAXES      

The Company is a Canadian resident company, as defined in the Income Tax Act (Canada) (the "ITA"), for Canadian income tax purposes.  However, it has subsidiaries that are treated as United States corporations for US federal income tax purposes per the Internal Revenue Code (US) ("IRC") and are thereby subject to federal income tax on their worldwide income.  As a result, the Company is subject to taxation both in Canada and the United States.

The components of the income tax provision for the years ended January 31, 2022 and 2021 include:                                                                                                                 

    January 31,
2022
    January 31,
2021
 
    $     $  
Current            
Canadian   -     -  
US Federal   3,425,756     2,366,046  
Total current income tax expense   3,425,756     2,366,046  
             
Deferred            
Canadian   -     -  
US Federal   547,490     602,087  
Total deferred income tax recovery   547,490     602,087  
             
Total income tax expense   3,973,246     2,968,133  

 

p. 29


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

 

19. INCOME TAXES (Continued)

The domestic and foreign components of Income (loss) before provision for income taxes consisted of the following:   

    January 31,
2022
    January 31,
2021
 
    $     $  
Canadian   6,985,670     (11,678,406 )
US Federal   10,146,371     10,044,967  
Income (loss) before income taxes   17,132,041     (1,633,439 )


A reconciliation of the statutory income tax rate percentage to the effective tax rate for the years ended January 31, 2022 and 2021 is as follows:
 

    January 31,
2022
    January 31,
2021
 
    $     $  
Income (loss) for the year   17,132,041     (1,633,439 )
Statutory rate   27%     27%  
             
Income tax expense (recovery) at statutory rate   4,625,652     (441,029 )
Non-deductible expenditures and non-taxable revenues   1,530,604     1,842,777  
Foreign tax rate differential   (608,783 )   (602,698 )
Change in valuation allowance   (654,621 )   737,667  
Adjustment to provision versus statutory tax returns   (919,606 )   1,431,416  
    3,973,246     2,968,133  

 

The significant components of the Company's deferred tax assets as follows at January 31, 2022 and 2021:
 
    January 31,
2022
    January 31,
2021
 
    $     $  
Deferred tax assets            
Share issuance costs and financing fees   254,662     505,035  
Allowable capital losses   140,224     138,421  
Non-capital losses   4,409,825     3,834,262  
Intangible assets   940,967     816,736  
Mineral resource properties   -     983,977  
Right of use assets and lease liabilities, net   98,352     63,032  
Goodwill   -     -  
Reclamation obligation   14,923     14,852  
Total deferred tax assets   5,858,953     6,356,315  
Valuation allowance   (4,919,214 )   (5,573,835 )
Total net deferred tax assets   939,739     782,480  
             
Deferred tax liabilities            
Property and equipment   (930,715 )   (225,966 )
Net deferred tax asset   9,024     556,514  

  

p. 30


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

 

19. INCOME TAXES (Continued)

Realization of deferred tax assets associated with the net operating loss carryforwards is dependent upon generating sufficient taxable income prior to their expiration. A valuation allowance to reflect management's estimate of the net operating loss carryforwards that may expire prior to their utilization has been recorded at January 31, 2022.

As of January 31, 2022, the Company has $16.3 million of Canadian non-capital loses which expire between 2026 and 2042, and Canadian capital losses of $1 million with no expiry date.  The Company determined a valuation allowance was applicable for the full amount of the available Canadian losses and for the other Canadian deferred tax assets.

As the Company operates in the cannabis industry, the Company is subject to the limits of Internal Revenue Code ("IRC") Section 280E for US federal income tax purposes as well as state income tax purposes for all states except for California and Colorado. Under IRC Section 280E, the Company is only allowed to deduct expenses directly related to costs of goods sold. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E.  

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets.  A significant piece of objective negative evidence evaluated was the cumulative loss incurred by the Canadian entity over the three-year period ended January 31, 2022.  Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth.

On the basis of this evaluation, as of January 31, 2022, a valuation allowance of $4,919,214 ($5,573,835 in 2021) has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized.  The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth.

The Company recognizes benefits from uncertain tax positions based on the cumulative probability method whereby the largest benefit with a cumulative probability of greater than 50% is recorded. An uncertain tax position is not recognized if it has less than a 50% likelihood of being sustained.  As of January 31, 2022, and January 31, 2021, the Company has not recorded any uncertain tax assets or liabilities.

The Company does not expect that uncertain tax benefits will materially change in the next 12 months.  The Company is subject to taxation in Canada and the United States. As of January 31, 2022, tax years for 2019, 2020, and 2021 are subject to examination by the tax authorities.  The 2018 tax year is also subject to investigation in Canada.

20. RELATED PARTY TRANSACTIONS

Balances due to related parties included in accounts payable, accrued liabilities, and promissory note payable at January 31, 2022 and 2021:

    January 31, 2022     January 31, 2021  
    $     $  
Due to the President and CEO   8,172,075     14,369,004  
Lease liabilities due to a company controlled by the CEO   9,279,123     9,539,744  
Lease liabilities due to SDP Development   412,093     589,328  
Due to the CFO of the Company   360     527  
    17,863,651     24,498,603  
 

p. 31


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

20. RELATED PARTY TRANSACTIONS (continued)

Due to the President and CEO consists of promissory note principal and interest and reimbursable expenses incurred in the normal course of business.

The Company had the following transactions with related parties including key management personnel during the year ended January 31, 2022 and 2021:

    January 31, 2022     January 31, 2021  
    $     $  
Consulting fees paid to a director   240,000     -  
Amounts paid to CEO or companies controlled by CEO   8,632,619     10,368,616  
Salary paid to directors and officers   496,807     499,710  
Share compensation for directors and officers   251,333     360,610  
Convertible debenture interest paid to directors and officers   -     18,346  
Lease payments made to SDP Development   209,176     228,192  
    9,829,935     11,475,474  

Amounts paid to CEO or companies controlled by CEO consists of salary, lease payments, and promissory note principal and interest.

On February 12, 2020, the Company amended the purchase agreement with SDP Development, of which a director of the Company is a principal owner. The Company had agreed on February 4, 2019 to purchase SDP Development on October 15, 2020, which owned six real estate properties that were leased in connection with Phantom Farms' cannabis cultivation, processing and wholesale distribution operations. The aggregate purchase price was $8,010,000 payable in cash, or, at the election of the vendors, in whole or in part by the issue of 2,670,000 shares at $3.00 per common share.

On February 12, 2020 the parties agreed to the following modified terms: the Company purchased the two Southern Oregon farms from SDP Development constituting over 60 acres of real property housing the two outdoor cannabis cultivation facilities totaling 80,000 square feet of canopy, rent reduction on the three Phantom properties in Central Oregon, and a release from the obligation to purchase the sixth property in Southern Oregon. In exchange, the SDP vendors received 7,132,041 common shares of the Company with a fair value of $2,582,903. The consideration exceeded the fair market value of the land acquired and as a result, the Company recorded transaction costs of $1,204,740. The Company has three remaining leases with SDP Development. The undiscounted future cash flows for the three remaining leases total $456,384.

On November 16, 2020, the Company amended the terms of the three Nevada leases with Double G Holdings (a Company controlled by the Company's President and CEO). The term of the two dispensary leases and the warehouse lease was extended to November 30, 2027 with a right to extend for a further five years and with an annual increase to the base rent of 3% commencing January 1, 2022. The undiscounted future cash flows for all three leases including the five-year extension total $16,930,437.

p. 32


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

21. EARNINGS PER SHARE

The following is a reconciliation for the calculation of basic and diluted earnings per share for the years ended January 31, 2022 and 2021:

    January 31,
2022
    January 31,
2021
 
Net income (loss) from continuing operations after income taxes $ 13,158,795   $ (4,601,572 )
Net loss from discontinued operations after income taxes $ (2,242,644 ) $ (3,228,056 )
Net income (loss) $ 10,916,151   $ (7,829,628 )
             
Weighted average number of common shares outstanding   118,308,584     104,841,540  
Dilutive effect of warrants and stock options outstanding   2,833,093     -  
Diluted weighted average number of common shares outstanding   121,141,677     104,841,540  
             
Basic earnings (loss) per share, continuing operations $ 0.11   $ (0.04 )
Diluted earnings (loss) per share, continuing operations $ 0.11   $ (0.04 )
             
Basic loss per share, discontinued operations $ (0.02 ) $ (0.03 )
Diluted loss per share, discontinued operations $ (0.02 ) $ (0.03 )
             
Basic earnings (loss) per share $ 0.09   $ (0.07 )
Diluted earnings (loss) per share $ 0.09   $ (0.07 )

The computation of diluted earnings per share excludes the effect of the potential exercise of warrants and stock options when the average market price of the common stock is lower than the exercise price of the respective warrant or stock option and when inclusion of these amounts would be anti-dilutive. For the years ended January 31, 2022 and 2021, the number of warrants and stock options excluded from the computation was 5,463,333 and 16,156,413, respectively.

22. CONTINGENCIES

From time to time, the Company is involved in various litigation matters arising in the ordinary course of its business. Management is of the opinion that disposition of any current matter will not have a material adverse impact on the Company's balance sheet, results of operations, or the ability to carry on any of its business activities.

Legal proceedings

Oregon Action: A complaint was filed in the Oregon State Circuit Court for Clackamas County, on April 29, 2019, by two current owners of Proudest Monkey Holdings, LLC (the former sole member of EFF) (the "Plaintiffs"), alleging contract, employment, and statutory claims, alleging $612,500 in damages (as amended), against the Company, its wholly-owned subsidiaries 320204 US Holdings Corp, EFF, Swell Companies Limited, and Phantom Brands LLC, in addition to three directors, two officers, and one former employee (the "Oregon Action"). The Company and the other defendants wholly denied the allegations and claims made in the lawsuit and is defending the lawsuit. On June 21, 2019, the Company filed Oregon Rule of Civil Procedure ("ORCP") 21 motions to dismiss all of the Plaintiffs' claims against it, its wholly-owned subsidiaries, and other defendants; on May 6, 2020, the court granted the Company's ORCP 21 motion in its entirety to dismiss all of Plaintiffs' claims. The judgment of dismissal was entered by the Clackamas County court on or about October 14, 2020. On November 12, 2020, Plaintiffs filed a notice of appeal of the judgement of dismissal.

p. 33


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

22. CONTINGENCIES (Continued)

On October 22, 2020, the Company submitted a petition to recover the costs and attorney fees incurred by the Company as the prevailing party in the Oregon Action. On January 20, 2021, the Court ruled in the Company's favor, awarding the Company and its subsidiaries $68,195 in attorney's fees, $1,252 in costs, and a statutory prevailing party fee of $640, through a supplemental judgment. On March 3, 2021, Plaintiffs filed an amended notice of appeal from the supplemental judgement awarding attorney fees.

The parties have since briefed the appeal to the Oregon Court of Appeals and await a determination from the Court. It is too early to predict the resolution of the appeal.

British Columbia Action: On or about September 13, 2019, the Company delivered a notice to the above-mentioned Plaintiffs of alleged breach and default under the EFF purchase and sale agreement, due to alleged unlawful, intentional acts and material misrepresentations by the Plaintiffs before and after the completion of the purchase. As a result of such breach, the Company denied the Plaintiffs' tender of their share payment notes in connection with the agreement. On or about October 14, 2019, Proudest Monkey Holdings, LLC and one of its current owners, sued the Company in the Supreme Court of British Columbia to compel the issuance and delivery of the subject shares, including interests and costs (the "British Columbia Action").

On November 8, 2019, the Company responded and counterclaimed for general, special and punitive damages, including interest and costs, related to breach of contract, repudiation of contract, breach of indemnity and fraudulent and negligent misrepresentation by the Plaintiffs. Plaintiffs filed a response to the Company's counterclaims on or about June 5, 2020, and the parties stipulated to a form of amended pleading which included the joinder of additional parties, an owner of Proudest Monkey Holdings, LLC and EFF, and additional contract and equitable claims and damages, partially duplicative to those alleged by the Plaintiffs in the Oregon lawsuit (breach of contract, indemnity, unjust enrichment and wrongful termination claims). Plaintiffs allege $2,774,176 in damages (as amended), plus unquantified additional damages, interest and costs, of which amounts are partially duplicative of the Oregon Action. This action remains in the discovery stage, but no trial date has been set. It is too early to predict the resolution of the claims and counterclaims.

Settled and Dismissed Action: On or about May 30, 2019, Wallace Hill Partners Ltd. ("Wallace Hill") filed a civil claim in the Supreme Court of British Columbia alleging breach of contract and entitlement to 1,800,000 common shares of the Company, fully vested by March 1, 2019, and damages due to the lost opportunity to sell those shares after such date for a profit. On June 23, 2019, the Company circulated a letter to Wallace Hill terminating the agreement and accepting Wallace Hill's repudiation of the agreement based on Wallace Hill's previously published defamatory comments and termination of the agreement. Also, on June 23, 2019, the Company filed its response to the civil claim denying all claims and filed counterclaims alleging breach of contract, a declaratory judgment of termination of the agreement, defamation and an injunction from further defamatory comments.

On March 23, 2022, the Company and Wallace Hill entered into a mutual release agreement, pursuant to which, among other things, all parties agreed to dismiss their respective claims and to release one another from any further causes of action in connection with the subject matter of the original claims. On April 23, 2022, the parties filed a Notice of Discontinuance in the Supreme Court of British Columbia formally dismissing the civil action.

p. 34


C21 INVESTMENTS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2022 AND 2021

(Expressed in U.S. dollars, except as noted)

23. FINANCIAL INSTRUMENTS

The following tables present information about the Company's financial instruments and their classifications as of January 31, 2022 and 2021 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value:

Fair value measurements at January 31, 2022 using:

    Level 1     Level 2     Level 3     Total  
    $     $     $     $  
Financial liabilities:                        
Conversion features of convertible promissory notes (note 14)   -     -     -     -  
Earn out shares (note 14)   -     -     1,006,368     1,006,368  

Fair value measurements at January 31, 2021 using:

    Level 1     Level 2     Level 3     Total  
    $     $     $     $  
Financial liabilities:                        
Conversion features of convertible promissory notes (note 14)   -     -     485,157     485,157  
Earn out shares (note 14)   -     -     9,273,970     9,273,970  

The fair value of the conversion feature of convertible promissory notes was determined using the Black-Scholes option pricing model. The assumptions in the model were based on the share price and other active market data that is observable as well as unobservable estimates and therefore represent a level 3 measurement.

The fair value of the derivative liability associated with the earn out shares was derived using a Monte Carlo simulation using non-observable inputs, and therefore represent a level 3 measurement.

24. SUBSEQUENT EVENTS

On February 5, 2022, the balance of 460,000 of options issued on February 5, 2019 expired unexercised.

On February 10, 2022, the Company granted incentive stock options to purchase an aggregate of 600,000 common shares at an exercise price of C$0.70 per share vesting over a two-year period, expiring at the close of business on February 10, 2025.

On April 23, 2022, both parties to the C21 and Wallace Hill dispute (note 22) filed a Notice of Discontinuance in the Supreme Court of British Columbia and signed a mutual release to end this dispute.

 

C21 INVESTMENTS INC.

 


Consolidated Financial Statements

For the years ended January 31, 2021 and 2020

(Expressed in U.S. Dollars)
 


 


C21 INVESTMENTS INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
   
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 1
   
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS 2
   
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY 3
   
CONSOLIDATED STATEMENTS OF CASH FLOWS 4
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5-40

 


 
   

Baker Tilly US, LLP
18500 Von Karman Ave; 10th Fl.

Irvine, CA 92612

United States of America

T: +1 (949) 222 2999

F: +1 (949) 222 2989

bakertilly.com

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors

C21 Investments Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated statement of financial position of C21 Investments Inc. and its subsidiaries (the “Company”) as of January 31, 2021, the related consolidated statements of loss and comprehensive loss, changes in shareholders’ equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2021, and the results of its operations and its cash flows for the year then ended in conformity with International Financial Reporting Standards issued by the International Accounting Standards Board.

The financial statements as of January 31, 2020, were audited by other auditors whose report dated July 13, 2020, on those statements included an explanatory paragraph that described a substantial doubt about the Company’s ability to continue as a going concern.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company’s auditor since 2020.

/s/ Baker Tilly US, LLP

Irvine, CA

May 31, 2021

Baker Tilly US, LLP, trading as Baker Tilly, is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. © 2020 Baker Tilly US, LLP

1


C21 INVESTMENTS INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at January 31, 2021 and 2020
(Expressed in U.S. dollars)

 
          January 31,
2021
    January 31,
2020
 
    Notes     - $ -     - $ -  
ASSETS                  
Current assets                  
Cash         6,237,182     3,076,493  
Biological assets   7     1,340,782     1,408,271  
Inventory   8     5,417,726     6,191,843  
Prepaid expenses and deposits         931,942     543,482  
Receivables   6     209,872     443,122  
Assets classified as held for sale   9,11,12     1,442,617     -  
Total current assets         15,580,121     11,663,211  
Property and equipment   9     3,916,777     3,834,131  
Right-of-use assets   12     9,765,588     4,660,688  
Intangible assets   10     10,957,961     12,704,626  
Goodwill   10     28,541,323     28,541,323  
Restricted cash   5     47,739     46,106  
TOTAL ASSETS         68,809,509     61,450,085  
LIABILITIES                  
Current liabilities                  
Accounts payable and accrued liabilities   11,25     2,680,996     3,488,274  
Promissory note payable - current portion   14     6,080,000     21,200,000  
Convertible promissory note - current portion   14     2,437,465     1,244,041  
Convertible debentures   14     -     6,867,255  
Income taxes payable   23     3,378,299     3,714,666  
Consideration payable   15     -     846,256  
Short-term debt   15     81,044     126,119  
Lease liabilities - current portion   12     437,857     1,131,149  
Liabilities classified as held for sale   12     629,180     -  
Total current liabilities         15,724,841     38,617,760  
Lease liabilities   12     9,691,215     3,870,211  
Promissory note payable   14     8,106,667     -  
Long-term debt   13     462,286     494,217  
Convertible promissory note   14     -     1,136,065  
Derivative liability   17     9,430,991     3,699,152  
Reclamation obligation   16     55,008     53,126  
TOTAL LIABILITIES         43,471,008     47,870,531  
SHAREHOLDERS' EQUITY                  
Share capital   18     92,237,648     76,028,268  
Commitment to issue shares   18     649,928     1,100,881  
Other reserves   18     10,520,045     8,008,176  
Foreign currency translation reserve         (1,452,719 )   (1,047,387 )
Deficit         (76,616,401 )   (70,510,384 )
TOTAL SHAREHOLDERS' EQUITY          25,338,501     13,579,554  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY         68,809,509     61,450,085  

Nature of operations (Note 1)

Taxation (Note 23)

Contingencies (Note 26)

Subsequent events (Note 28)

On behalf of the Board:

 

 

 

 

“Bruce Macdonald”

Director

 

“Michael Kidd”

Director

 
See accompanying notes to the consolidated financial statements

p. 1


C21 INVESTMENTS INC.
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

 
          Year ended January 31,  
          2021     2020  
    Notes     -$-     -$-  
                   
Revenue         36,127,286     37,705,095  
Cost of sales   8     19,052,681     25,810,389  
Gross margin before the undernoted         17,074,605     11,894,706  
                   
Realized fair value amounts included in inventory sold         (8,365,616 )   (5,292,763 )
Unrealized fair value adjustment on biological assets   8     9,943,166     6,536,103  
Gross Profit         18,652,155     13,138,046  
                   
Expenses                  
General and administration   19,25     6,971,742     9,300,477  
Sales, marketing, and promotion         166,479     1,120,929  
Depreciation and amortization   9,10,12     2,112,264     3,405,116  
Share-based compensation   18     494,435     492,631  
Impairment of inventory   8     1,384,922     -  
Total expenses         11,129,842     14,319,153  
                   
Income (loss) from operations         7,522,313     (1,181,107 )
                   
Interest expense   11,12,13,14,18     (4,132,171 )   (3,866,420 )
Accretion expense   14     (355,952 )   (434,331 )
Transaction costs         -     (331,973 )
Acquisition reorganization costs   3,9,25     (1,204,740 )   -  
Impairment of capital assets   9     (116,881 )   (4,139,522 )
Other Income         279,299     244,178  
Impairment of goodwill and intangible assets   3,4,10     -     (23,911,485 )
(Loss) gain on change in fair value of derivative liabilities   17     (5,731,839 )   4,779,693  
Loss before income taxes         (3,739,971 )   (28,840,967 )
Current income tax expense   23     (2,366,046 )   (3,714,666 )
NET LOSS         (6,106,017 )   (32,555,633 )
Other comprehensive loss                  
Items that may be reclassified subsequently to profit or loss                  
Cumulative translation adjustment         (405,332 )   (684,336 )
LOSS AND COMPREHENSIVE LOSS         (6,511,349 )   (33,239,969 )
Basic and diluted loss per share         (0.06 )   (0.43 )
Weighted average number of common shares outstanding - basic and diluted         104,841,540     76,683,895  
 
See accompanying notes to the consolidated financial statements

p. 2


C21 INVESTMENTS INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

 
    Share capital     Other Reserves                          
    Number of
shares
    Amount     Share-based
compensation
    Commitment
to issue shares
    Foreign
currency
translation
reserve
    Deficit     Total  
Balance at January 31, 2019   58,505,255   $ 52,923,983   $ 5,435,551   $ 1,044,881   $ (363,051 ) $ (37,954,751 ) $ 21,086,613  
Shares issued on purchase of Phantom Farms   2,670,000     2,507,138     -     -     -     -     2,507,138  
Warrants issued on purchase of Phantom Farms   -     -     793,745     -     -     -     793,745  
Share-based compensation - option issuance   -     -     492,631     -     -     -     492,631  
Shares issued on purchase of Swell Companies   1,266,667     1,130,363     -     -     -     -     1,130,363  
Commitment to issue shares on purchase of Swell Companies   -     -     -     4,221,503     -     -     4,221,503  
Subsequent shares issued on purchase of Swell Companies   7,015,238     3,796,815     -     (3,796,815 )   -     -     -  
Warrants issued on purchase of Swell Companies   -     -     786,284     -     -     -     786,284  
Shares issued for real estate   3,983,886     4,136,646     -     -     -     -     4,136,646  
Units issued for cash, net   5,589,493     4,895,379     828,076     -     -     -     5,723,455  
Payment of EFF share payment note   368,688     368,688     -     (368,688 )   -     -     -  
Shares issued on exercise of warrants   915,545     1,018,748     (289,159 )   -     -     -     729,589  
Shares issued on exercise of EFF convertible note   977,479     660,647     -     -     -     -     660,647  
Shares issued on exercise of options   80,000     77,980     (38,952 )   -     -     -     39,028  
Shares issued on exercise of convertible debentures   8,016,388     4,539,991     -     -     -     -     4,539,991  
Share issue costs   -     (28,110 )   -     -     -     -     (28,110 )
Net loss and comprehensive loss for the year   -     -     -     -     (684,336 )   (32,555,633 )   (33,239,969 )
Balance at January 31, 2020   89,388,639   $ 76,028,268   $ 8,008,176   $ 1,100,881   $ (1,047,387 ) $ (70,510,384 ) $ 13,579,554  
Purchase of Phantom real estate   7,132,042     2,582,903     -     -     -     -     2,582,903  
Amendment of Megawood consideration   95,849     38,415     -     -     -     -     38,415  
Shares issued on exercise of options   200,000     197,708     (98,758 )   -     -     -     98,950  
Shares issued on exercise of convertible debentures   19,764,694     12,939,401     -     -     -     -     12,939,401  
Commitment to issue shares on purchase of Swell Companies   456,862     429,582     -     (429,582 )   -     -     -  
Payment of EFF share payment note   19,774     21,371     -     (21,371 )   -     -     -  
Standby warrants issued   -     -     2,116,192     -     -     -     2,116,192  
Share-based compensation   -     -     494,435     -     -     -     494,435  
Net loss and comprehensive loss for the year   -     -     -     -     (405,332 )   (6,106,017 )   (6,511,349 )
Balance at January 31, 2021   117,057,860   $ 92,237,648   $ 10,520,045   $ 649,928   $ (1,452,719 ) $ (76,616,401 ) $ 25,338,501  
 
See accompanying notes to the consolidated financial statements

p. 3


C21 INVESTMENTS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

 
          Year ended January 31,  
          2021     2020  
    Notes     -$-     -$-  
OPERATING ACTIVITIES                  
Net loss before income taxes         (3,739,971 )   (28,840,967 )
Depreciation and amortization   9,10,12     3,375,999     4,981,575  
Impairment of capital assets   9     116,881     4,139,522  
Impairment of inventory   8     1,384,922        
Net effect of fair value changes in biological assets   7     (1,577,550 )   (1,243,340 )
Share-based compensation   18     494,435     492,631  
Impairment of goodwill and intangible assets         -     23,911,485  
Acquisition reorganization costs   3,9,25     1,204,740     -  
Interest expense   11,12,13,14     4,132,171     3,742,194  
Accretion expense   14     355,952     434,331  
Foreign exchange gain   14     529,412     75,721  
Loss (gain) on change in fair value of derivative liabilities   17     5,731,839     (4,779,693 )
(Gain) loss on disposal of assets   12     (56,194 )   4,000,000  
                   
Changes in working capital items                  
Biological assets         1,645,039     -  
Inventory         (387,058 )   1,401,762  
Prepaid expenses and deposits         (388,460 )   62,708  
Receivables         233,250     (36,022 )
Accounts payable and accrued liabilities         (429,269 )   (2,832,043 )
Income tax payable         (2,702,413 )   -  
Cash provided by operating activities         9,923,725     5,509,864  
                   
INVESTING ACTIVITIES                  
Purchases of property and equipment   9     (227,777 )   (509,624 )
Proceeds on sale of intangible asset   10     100,000     -  
Payment of Megawood consideration payable   14     (130,000 )   (231,395 )
Payment of liabilities assumed on Swell acquisition         -     (1,070,907 )
Payment of Swell consideration payable   15     (846,256 )   -  
Payment of Silver State consideration payable         -     (1,143,873 )
Net cash outflow on acquisition of subsidiaries   3,4     -     (1,586,942 )
Cash used in investing activities         (1,104,033 )   (4,542,741 )
                   
FINANCING ACTIVITIES                  
Issuance of common shares   18     -     5,695,345  
Issuance of convertible debentures   18     5,467,852     653,632  
Payments of long-term debt   13     (119,914 )   (79,421 )
Payments on promissory notes payable   14     (7,013,333 )   (9,090,000 )
Cash proceeds from exercise of warrants   14     -     729,589  
Cash proceeds from exercise of options   18     98,950     39,028  
Interest paid in cash   14     (2,515,446 )   (3,291,295 )
Lease payments made   12     (1,613,173 )   (1,758,391 )
Cash used in financing activities         (5,695,064 )   (7,101,513 )
                   
Effect of foreign exchange on cash         36,061     143,788  
                   
Increase (decrease) in cash during the year         3,160,689     (5,990,602 )
Cash, beginning of year         3,076,493     9,067,095  
Cash, end of year         6,237,182     3,076,493  

Supplementary disclosure with respect to cash flows (Note 22)

See accompanying notes to the consolidated financial statements

p. 4


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

1. NATURE OF OPERATIONS

C21 Investments Inc. (the "Company" or "C21") was incorporated January 15, 1987, under the Company Act of British Columbia. The Company is a publicly traded company with its registered office is 1900-885 West Georgia Street, Vancouver, BC, V6C 3H4.

Pursuant to a change of business announced on January 29, 2018 to the Cannabis industry, the Company commenced acquiring and operating revenue-producing cannabis operations in the USA.

On June 15, 2018, the Company's common shares were delisted from the TSX Venture Exchange ("TSX-V") at the Company's request and on June 18, 2018 the Company commenced trading on the Canadian Securities Exchange ("CSE"), completed its change of business to the cannabis industry and commenced trading under the symbol CXXI. The Company registered its common shares in the United States and on May 6, 2019, its shares were cleared by the Financial Industry Regulatory Authority for trading on the OTC Markets platform under the U.S. trading symbol CXXIF. On September 28, 2020, the Company was upgraded and began trading on the OTCQB® Venture Market.

As at January 31, 2021, the Company operates in two segments, recreational cannabis in Oregon, USA and recreational and medical cannabis in Nevada, USA (Note 20). Both segments are engaged in the cultivation of and manufacturing of cannabis flower products, vape products and extract products for wholesale distribution, while the Nevada segment also has retail sales.

In the United States, 36 states, the District of Columbia, and four out of five U.S. territories allow the use of medical cannabis. The recreational adult-use of cannabis is legalized in 17 states, including Alaska, Arizona, California, Colorado, Illinois, Maine, Massachusetts, Michigan, Montana, Nevada, New Jersey, New Mexico, New York, Oregon, Vermont, Virginia, Washington, and the District of Columbia. At the federal level, however, cannabis currently remains a Schedule I controlled substance under the Federal Controlled Substances Act of 1970. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the United States, and a lack of accepted safety for the use of the drug under medical supervision. As such, even in those states in which marijuana is legalized under state law, the manufacture, importation, possession, use or distribution of cannabis remains illegal under U.S. federal law.

This has created a dichotomy between state and federal law, whereby many states have elected to regulate and remove state-level penalties regarding a substance which is still illegal at the federal level.

There remains uncertainty about the US federal government's position on cannabis with respect to cannabis-legal status. A change in its enforcement policies could impact the ability of the Company to continue as a going concern.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments may adversely affect workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's business or results of operations at this time.

The consolidated financial statements were authorized for issuance on May 31, 2021 by the directors of the Company.

 

p. 5


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION

Basis of consolidation

These consolidated financial statements as at and for the years ended January 31, 2021 and 2020 ("consolidated financial statements"), incorporate the accounts of the Company and its wholly-owned subsidiaries as defined in IFRS 10 - Consolidated Financial Statements ("IFRS 10"). All consolidated entities were under common control during the entirety of the periods for which their respective results of operations were included in the consolidated statements (i.e., from the date of their acquisition). All intercompany balances and transactions are eliminated upon consolidation.

The following are the Company's wholly owned subsidiaries that are included in these consolidated financial statements as at and for the year ended January 31, 2021:

Name of Subsidiary

Country of
Incorporation

Percentage
Ownership

Functional Currency

Principal Activity

320204 US Holdings Corp.

USA

100%

USD

Holding Company

320204 Oregon Holdings Corp.

USA

100%

USD

Holding Company

320204 Nevada Holdings Corp.

USA

100%

USD

Holding Company

320204 Re Holdings, LLC

USA

100%

USD

Holding Company

Eco Firma Farms LLC

USA

100%

USD

Cannabis producer

Silver State Cultivation LLC

USA

100%

USD

Cannabis producer

Silver State Relief LLC

USA

100%

USD

Cannabis retailer

Swell Companies LTD

USA

100%

USD

Cannabis processor, distributor

Megawood Enterprises Inc.

USA

100%

USD

Cannabis retailer

Phantom Venture Group, LLC

USA

100%

USD

Holding Company

Phantom Brands, LLC

USA

100%

USD

Holding Company

Phantom Distribution, LLC

USA

100%

USD

Cannabis distributor

63353 Bend, LLC

USA

100%

USD

Cannabis producer

20727-4 Bend, LLC

USA

100%

USD

Cannabis processor

4964 BFH, LLC

USA

100%

USD

Cannabis producer

Workforce Concepts 21, Inc.

USA

100%

USD

Payroll and benefits services

Basis of preparation

These consolidated financial statements have been prepared on an accrual basis and are based on historical costs, except for certain financial instruments and biological assets classified as fair value through profit or loss.

The consolidated financial statements are presented in U.S. dollars unless otherwise noted.

Statement of compliance

These consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the IFRS Interpretations Committee.

Functional and presentation currency

These consolidated financial statements are presented in U.S. dollars, the Company's presentation currency. The functional currency of the Company's subsidiaries is U.S. dollars. The parent company's functional currency is the Canadian dollar. All amounts presented are in U.S. dollars unless otherwise noted.

 

p. 6


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Foreign currency translation

Foreign currency transactions are translated into U.S. dollars at exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate at the reporting date. All differences are recorded in the consolidated statement of loss and comprehensive loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

Assets and liabilities of foreign operations are translated into U.S. dollars at year-end exchange rates and any revenue and expenses are translated at the average exchange rate for the year. The resulting exchange differences are recognized in other comprehensive income (loss).

Biological assets

While the Company’s biological assets are within the scope of IAS 41 – Agriculture, the direct and indirect costs of biological assets are determined using an approach similar to the capitalization criteria outlined in IAS 2 Inventories. Direct costs include the cost of growing materials and cultivation labour while indirect costs include items such as utilities and supplies used in the growing process. Indirect labour for individuals involved in the quality control process is also included, as well as depreciation on production equipment and overhead costs such as rent to the extent it is associated with the growing space. All direct and indirect costs of biological assets are capitalized as they are incurred, and they are all subsequently recorded within the line item ‘cost of sales’ on the consolidated statement of loss and comprehensive loss in the period that the related product is sold. Unrealized fair value gains/losses on growth of biological assets are recorded in a separate line on the face of the consolidated statement of loss and comprehensive loss. Biological assets are measured at their fair value less costs to sell on the balance sheet.

Inventories

Raw materials, work in process, and finished goods inventories are valued at the lower of cost and net realizable value. Harvested raw material cannabis inventories are transferred from biological assets at their fair value less cost to sell at harvests, which becomes the initial deemed cost. Any subsequent post-harvest costs are capitalized to inventory insofar as cost is less than net realizable value. Inventories for resale, in addition to supplies and consumables, are valued at the lower of cost and net realizable value, with standard costing used to determine cost.

Inventories are measured at the lower of cost and net realizable value. Net realizable value is calculated as the estimated selling price in the ordinary course of business, less any estimated costs to complete and sell the goods. The cost of inventory includes expenditures incurred in acquiring raw materials, production and conversion costs, depreciation and other costs incurred in bringing inventory to its existing location and condition. The Company uses the standard costing method to track and cost inventory items. The Company maintains three categories of inventory: raw materials, work in process and finished goods.

Property and equipment

Property and equipment are measured at cost less accumulated depreciation and losses on impairment. Depreciation of property and equipment begins when an asset is in the location and condition necessary to operate as management intended. Upon the sale or disposition of the asset, cost and accumulated depreciation are removed from property and equipment, with any resulting gain or loss recognized in the consolidated statement of loss and comprehensive loss, as determined by comparing the proceeds from disposal with the carrying amount of the item.

 

p. 7


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Depreciation is provided on the straight-line basis over the useful lives of the assets as follows:

Buildings 45 years

Leasehold improvements shorter of the life of the improvement or the remaining life of the lease

Furniture & fixtures 5 years

Computer equipment 3 years

Machinery & equipment 2-7 years

Each part of an item of property and equipment with a significant cost in relation to the total cost of the asset, are depreciated separately, except when the significant part has a similar useful life and depreciation method as another part of that same asset. Insignificant parts of the same asset are depreciated together in the remainder of the asset.

During each financial year, the Company reviews the residual value, useful life and depreciation method for property and equipment, and makes any adjustment prospectively, if applicable.

Intangible assets and goodwill

Intangible assets are recorded at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date.

Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. Amortization of intangible assets begins when the asset becomes available for use. Brands, licenses, and customer relationships are amortized over 10 years, which reflect the useful lives of the intangible assets.

At the end of each fiscal year, the Company reviews the intangible assets' estimated useful lives and amortization methods, with the effect of any changes in estimates accounted for on a prospective basis.

Goodwill represents the excess of the purchase price paid for the acquisition of subsidiaries over the fair value of the net intangible and tangible assets acquired. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. The Company has grouped the Goodwill and intangibles into cash generating units ("CGU"), specifically Oregon and Nevada.

Goodwill has an indefinite useful life, is not subject to amortization and is tested annually for any impairment, or more frequently in the case that events or circumstances indicate that they may be impaired.

Assets and liabilities held for sale

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are measured at the lower of their carrying amount and fair value less costs to sell.

Business combinations

Acquisitions are accounted for using the acquisition method, in accordance with IFRS 3 - Business Combinations, with the assets and liabilities acquired recorded at their fair values at the acquisition date.

The Company is required to allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values. The excess of the purchase price over those fair values of the net assets acquired is recorded as goodwill. Any excess of the fair value of the net assets acquired over the consideration, is a gain on business acquisition and would be recognized as a gain in the consolidated statement of loss and comprehensive loss.

 

p. 8


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Convertible Instruments

Convertible notes are compound financial instruments which are accounted for separately by their components: a financial liability and an equity instrument. The financial liability, which represents the obligation to pay coupon interest on the convertible notes in the future, is initially measured at its fair value and subsequently measured at amortized cost. The residual amount is accounted for as an equity instrument at issuance. The identification of convertible note components is based on interpretations of the substance of the contractual arrangement and therefore requires judgement from management. The separation of the components affects the initial recognition of the convertible debenture at issuance and the subsequent recognition of interest on the liability component.

Impairment of long-lived assets

Long-lived assets include intangible assets and property and equipment, which are reviewed for impairment at each statement of financial position date or whenever events or changes in circumstances indicate that an impairment has occurred. In assessing impairment, the Company compares the carrying amount of the long-lived asset to the recoverable amount. The recoverable amount is the higher of its fair value less costs of disposal and its value in use. An impairment loss is recognized whenever the carrying amount of the asset exceeds its recoverable amount and is recorded as in profit or loss equal to the amount by which the carrying amount exceeds the recoverable amount. In a subsequent period, if an impairment loss reverses, the carrying amount of the long-lived asset is increased to the lesser of the revised estimate of the recoverable amount, and the carrying amount that would have been recorded had no impairment loss been previously recognized.

Leases

The Company leases some items of property and equipment. Under IFRS 16 Leases ("IFRS 16"), the Company assesses whether a contract to rent an item of property and equipment is, or contains, a lease. For contracts that are, or contain, leases, the Company recognizes a right-of-use asset and lease liability at the commencement date.

Pursuant to IFRS 16 lessee accounting model, the right-of-use asset is initially measured at cost, which includes the initial amount of the liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and estimates of costs to remove or dismantle the underlying asset or to restore the underlying asset or site on which the asset is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method over the term of the lease. The lease liability is initially measured at the present value of the lease payments that are not paid as of the lease commencement date, discounted using the rate implicit in the lease or, if the implicit rate cannot be readily determined, the Company's incremental borrowing rate.

The measurement of lease liabilities includes the following types of lease payments:

1) fixed payments, including in-substance fixed payments;

2) variable lease payments that depend on an index or rate, initially measured using the index or rate as of the commencement date;

3) amounts expected to be payable under any residual value guarantees; and

4) exercise price for options that the Company is reasonably certain to exercise for an extension or option to buy, and penalties for early termination of a lease unless the Company is reasonably certain that it will not terminate the lease early. The lease liability is measured at amortized costs using the effective interest method.

 

p. 9


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

The lease liability is remeasured in the following circumstances:

1) if there is a change in the future lease payments resulting from a change in index or rate;

2) if there is a change in the Company's estimation of the amount expected to be payable under a residual value guarantee; and

3) if the Company changes its assessment of whether it will exercise an option to purchase, extend or terminate.

The Company has elected not to recognize right-of-use assets and liabilities for short-term leases that have a term of 12 months or less and for low-value assets.

Financial instruments

i. Financial assets

On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at: (i) amortized cost; (ii) fair value through other comprehensive income ("FVOCI"); or (iii) fair value through profit or loss ("FVTPL"). The classification of financial assets is generally based on the business model in which a financial asset is managed, and its contractual cash flow characteristics. A financial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL, where transaction costs are expensed. All financial assets not classified and measured at amortized cost or FVOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income/loss.

The classification determines the method by which the financial assets are carried on the statement of financial position subsequent to inception and how changes in fair value are recorded. Receivables and notes receivable are measured at amortized cost with subsequent impairments recognized in profit or loss. Cash and restricted cash are classified as FVTPL.

ii. Impairment

An 'expected credit loss' impairment model applies that requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset's original effective interest rate, either directly or through the use of an allowance account, and the resulting loss is recognized in profit or loss for the period.

In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

 

p. 10


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

iii. Financial liabilities

Financial liabilities are designated as either: (i) fair value through profit or loss; or (ii) other financial liabilities. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the statement of financial position subsequent to inception and how changes in fair value are recorded. Accounts payable and accrued liabilities, promissory notes payable, consideration payable, convertible debentures, other debt, and convertible promissory notes, are classified as amortized cost and carried on the consolidated statement of financial position at amortized cost. Derivative liabilities are carried at FVTPL.

Share-based compensation

The Company measures equity settled share-based payments based on their fair value at their grant date and recognizes share-based compensation expense over the vesting period based on the Company's estimate of equity instruments that will eventually vest. Consideration paid to the Company on the exercise of stock options is recorded as share capital and the related share-based compensation is transferred from reserve to share capital.

Income taxes

Income tax expense is comprised of current and deferred tax. Current tax and deferred tax are recognized in net income except to the extent that it relates to a business combination or items recognized directly in equity in other comprehensive income (loss).

Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect to previous years. Current income taxes are determined using the applicable tax rates and tax laws.

Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of goodwill and temporary differences arising on the initial recognition of an asset or liability in a transaction that is not a business combination, and at the time of the transaction, affects neither accounting nor taxable profit or loss.

Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting period, the Company reassess its unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the recovery of the Company's deferred tax asset.

Earnings (loss) per share

The Company presents basic and diluted loss per share data for its common shares. Basic loss per share is calculated using the weighted average number of shares outstanding during the respective years. Diluted loss per share is computed by dividing net loss by the weighted average shares outstanding adjusted for additional shares from the assumed exercise of stock options, restricted share units, or warrants, if dilutive.

 

p. 11


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

The number of additional shares is calculated by assuming the outstanding dilutive convertible instruments, options, and warrants are exercised and that the assumed proceeds are used to acquire common shares at the average market price during the year. Diluted loss per share figures for the years presented are equal to those of basic loss per share for the years since the effects of convertible instruments, stock options and warrants are anti-dilutive.

 

p. 12


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Revenue recognition

Revenue comprises the fair value of consideration received or receivable, for the sale of goods in the ordinary course of the Company's activities. Revenue is shown net of returns and discounts.

Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when performance obligations under the terms of a contract with a customer are satisfied.

The Company does not have performance obligations subsequent to delivery on the sale of goods to customers and revenues from sale of goods are recognized at a “point in time”, which is upon passing of control to the customer. For product sales of cannabis and cannabis derivative products, the Company transfers control and satisfies its performance obligation when collection has taken place, compliant documentation has been signed, and the product was accepted by the buyer.

Transaction costs

Transaction costs that are directly attributable to the acquisition of financial liabilities, other than those at FVTPL, are added to or deducted from the fair value of the financial liability on initial recognition, as appropriate. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately through profit or loss.

Transaction costs associated with a business combination, (i.e., other than those associated with the issuance of debt or equity), are expensed as incurred as a line item in the consolidated statement of loss and comprehensive loss.

Reclamation obligation

The Company recognizes the fair value of a legal or constructive liability for a reclamation obligation in the year in which it is incurred and when a reasonable estimate of fair value can be made. The carrying amount of the related long-lived asset is increased by the same amount as the liability. Changes in the liability for a rehabilitation obligation due to the passage of time will be recognized within accretion expense. The amount will be recognized as an increase in the liability and an accretion expense in the consolidated statement of loss and comprehensive loss. Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or a decrease to the carrying amount of the liability and the related long-lived asset.

Adoption of new and revised standards and interpretations

The following IFRS standards have been recently issued by the IASB. The Company has assessed or is assessing the impact of these new standards on future consolidated financial statements. Pronouncements that are not applicable or where it has been determined do not have a significant impact to the Company have been excluded herein.

i. IAS 1 – Presentation of Financial Statements (“IAS 1”) and IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors (“IAS 8”)

IAS 1 and IAS 8 were amended in October 2018 to refine the definition of materiality and clarify its characteristics. The revised definition focuses on the idea that information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial statements. The amendments were effective for annual reporting periods beginning on or after January 1, 2020. The Company adopted IAS 1 and IAS 8 as of February 1, 2020. The adoption of IAS 1 and IAS 8 did not have a material impact on the consolidated financial statements.

 

p. 13


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

ii. Amendment to IFRS 3: Definition of a Business

In October 2018, the IASB issued “Definition of a Business (Amendments to IFRS 3)” (the “IFRS 3 Amendment”). The IFRS 3 Amendment clarifies the definition of a business, with the objective of assisting entities to determine whether a transaction should be accounted for as a business combination or as an asset acquisition. The IFRS 3 Amendment provides an assessment framework to determine when a series of integrated activities is not a business. The IFRS 3 Amendment is effective for business combinations occurring on or after the beginning of the first annual reporting period beginning on or after January 1, 2020. The Company early adopted IFRS 3 as of February 1, 2020. The adoption did not have a material impact on the consolidated financial statements.

New and Revised Standards and Interpretations to be Adopted

The following is a summary of the new standards issued but not yet effective:

i. Amendments to IAS 1: Classification of Liabilities as Current or Non-Current 

In January 2020, the IASB issued Classification of Liabilities as Current or Non-current (“Amendments to IAS 1”). The Amendments to IAS 1 aim to promote consistency in applying the requirements by helping companies determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The Amendments to IAS 1 include clarifying the classification requirements for debt a company might settle by converting it into equity. The Amendments to IAS 1 are effective for annual reporting periods beginning on or after January 1, 2022, with earlier application permitted.

ii. Amendments to IAS 37: Onerous Contracts – Cost of Fulfilling a Contract 

In May 2020, the IASB issued Onerous Contracts – Cost of Fulfilling a Contract (“Amendments to IAS 37”) amending the standard regarding costs a company should include as the cost of fulfilling a contract when assessing whether a contract is onerous. The amendment is effective for annual reporting periods beginning on or after January 1, 2022.

Significant accounting judgments, estimates and assumptions

The preparation of the Company's financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from those estimates and judgments.

Areas requiring a significant degree of estimation and judgment relate to the determination of business combinations, impairment of long-lived assets, biological assets and inventory, fair value measurements, useful lives, depreciation and amortization of property, equipment and intangible assets, the recoverability and measurement of deferred tax assets and liabilities and share-based compensation.

i. Business combinations

Judgment is used in determining whether the Company's acquisition is considered a business combination or an asset acquisition. Additionally, judgment is required to assess whether any amounts paid on the achievement of agreed upon milestones represents contingent consideration or compensation for post-acquisition services. Judgment is also required to assess whether contingent consideration arising from an acquisition should be classified as a liability or equity. Contingent consideration classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement by the Company is accounted for within equity.

 

p. 14


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Contingent consideration classified as a liability is remeasured at subsequent reporting dates in accordance with IFRS 9 -Financial Instruments, or IAS 37 - Provisions, Contingent Liabilities and Contingent Assets.

ii. Impairment of long-lived assets

When there are indications that an asset may be impaired, the Company is required to estimate the asset's recoverable amount. The recoverable amount is the greater of value-in-use and fair value less costs of disposal. Determining the value-in-use requires the Company to estimate expected future cash flows associated with the assets and a suitable discount rate in order to calculate present value.

At January 31, 2020, as a result of this review, the Company's assessment of the goodwill associated with the Oregon CGU indicated an impairment in value. The goodwill and intangibles of the Oregon CGU has therefore been written down by $22,375,225 (goodwill) and $1,536,260 (intangible assets) see Note 10. There was no such impairment during the year ended January 31, 2021.

      iii. Biological assets and inventories

In calculating the value of the biological assets and inventory, management is required to make a number of estimates, including estimating the stage of growth of cannabis up to the point of harvest, harvesting costs, selling costs, sales price, wastage and expected yields for the cannabis plant. In calculating final inventory values, management is required to determine an estimate of spoiled or expired inventory and compare the inventory cost versus net realizable value.

The Company's estimates are, by their nature, subject to change. Changes in the anticipated yield or quality will be reflected in future changes in the gain or loss on biological assets.

Effective July 1, 2019 the Company has begun utilizing the Nevada Department of Taxation ("NDOT") determined wholesale fair market value for the period of future sales in order to calculate the expected selling price of its biological assets at its Nevada operations. Previously, the Company relied on observational inputs in the Nevada market, but the Company believes the NDOT observed values are more consistent and has observed peer issuers adopting the same valuation input.

iv. Fair value measurements

Certain assets and liabilities held by the Company are measured at fair value. In estimating fair value, the Company uses market-observable data to the extent that such data is available. In certain situations where Level 1 inputs are not available, the Company makes an estimate or engages qualified, third-party valuators to perform the valuation.

v. Estimated useful lives and depreciation and amortization of property, equipment and intangible assets

The Company's depreciation and amortization of property, equipment and intangible assets are dependent on the estimation of the assets' useful lives, which requires management to exercise judgment. The Company's assessment of any impairment of assets is dependent on its estimation of recoverable amounts that consider various factors, including market and economic conditions and the assets' useful lives.

 

p. 15


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

vii. Share-based compensation

The Company uses the Black-Scholes option pricing model to measure share-based compensation. The Company's estimate of share-based compensation is dependent on measurement inputs including the share price on measurement date, exercise price of the option, volatility, risk-free rate, expected dividends, and the expected life.

viii. Convertible notes

The identification of convertible note components is based on interpretations of the substance of the contractual arrangement and therefore requires judgement from management.

3. ACQUISITION OF PHANTOM FARMS

On February 4, 2019, the Company acquired all membership units of Phantom Farms, which encompasses the following limited liability companies: Phantom Venture Group, LLC, Phantom Distribution, LLC, 63353 Bend, LLC, 20727-4 Bend, LLC, 4964 BFH, LLC, and Phantom Brands, LLC. Phantom Farms has outdoor cannabis cultivation facilities in southern Oregon and a wholesale distribution warehouse, an extraction laboratory and an indoor grow facility in central Oregon. The Company acquired Phantom Farms for total consideration of $10,539,260 comprised of cash deposits on closing of $3,200,000, a promissory note for $290,000, common shares issued in the amount of $2,507,138, share purchase warrants issued in the amount of $793,745, and an earnout valued at $3,748,377. 

The purchase price and allocation of the purchase price is as follows:

    - $ -  
Cash   13,121  
Receivables   166,346  
Inventory   884,113  
Biological assets   75,499  
Other assets   52,234  
Property and equipment   92,501  
Right-of-use asset   2,251,451  
Lease liability   (2,251,451 )
Brand   622,308  
Customer relationships   581,616  
Licenses   156,750  
Goodwill   8,009,248  
Accounts payable and accrued liabilities   (114,476 )
Total assets and liabilities acquired   10,539,260  
Cash deposits on closing date   3,200,000  
Common shares issued   2,507,138  
Stock warrants issued **   793,745  
Consideration payable *   3,748,377  
Promissory note payable   290,000  
Total consideration   10,539,260  
*all of the consideration payable was recognized as derivative liability (Note 17)
**fair value based on acquisition date share price of $1.23, exercise price of $1.50, expected life of 2 years, volatility of 102.6%, risk free rate of 2.50%
 
 

p. 16


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

3. ACQUISITION OF PHANTOM FARMS (continued)

In an agreement signed contemporaneously, with the Phantom Farms acquisition, the Company committed to purchase SDP Development Group, LLC ("SDP") on October 15, 2020, which owned six real estate properties used in connection with Phantom Farms' cannabis cultivation, processing and distribution operations. On February 19, 2020, the Company amended the terms of the purchase of Phantom Farms and related companies, including SDP. The amended terms of the purchase agreement regarding the real estate assets of SDP group resulted in the Company electing to purchase the real estate of the Phantom Farms outdoor grow (two parcels), and SDP receiving 7,132,042 shares of C21 with a fair value of $2,582,903 (Note 18). The consideration exceeded the fair market value of land acquired of $1,378,163 and as a result, the Company recorded acquisition reorganization costs of $1,204,740.

At January 31, 2020, it was determined that the goodwill amounts for Phantom were impaired and should be written off. The Company has written off $8,009,248 of goodwill in relation to Phantom for the year ended January 31, 2020 (Note 10).

4. ACQUISITION OF SWELL COMPANIES

On May 24, 2019, the Company acquired all the common shares held in Swell Companies Limited ("Swell"). Swell operates an extraction laboratory, manufacturing, and wholesale facility in Oregon. The Company acquired Swell for total consideration of $18,812,683 comprised of cash deposits and notes receivable of $5,050,000, a convertible promissory note for $1,000,000, assumed liabilities of $1,070,907, common shares issued in the amount of $1,130,363, stock warrants issued in the amount of $786,284, and consideration payable of $9,775,129.

The purchase price and allocation of the purchase price is as follows:

    - $ -  
Cash   173,422  
Receivables   160,801  
Inventory   2,069,349  
Other assets   13,565  
Property and equipment   1,152,519  
Right-of-use asset   611,890  
Lease liability   (611,890 )
Brand   709,496  
Customer relationships   592,852  
Licenses   915,000  
Goodwill   13,676,649  
Accounts payable and accrued liabilities   (650,970 )
Total assets and liabilities acquired   18,812,683  
Cash deposits and notes receivable   5,050,000  
Convertible promissory note   1,000,000  
Liabilities assumed   1,070,907  
Common shares issued   1,130,363  
Stock warrants issued**   786,284  
Consideration payable *   9,775,129  
Total consideration   18,812,683  
*consideration payable includes $4,707,370 of derivative liabilities (Note 17)
**fair value based on acquisition date share price of $1.20, exercise price of $1.50, expected life of 5 years, volatility of 102.6%, risk free rate of 2.16%
 
 

p. 17


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

4. ACQUISITION OF SWELL COMPANIES (continued)

During the year ended January 31, 2020, the Company finalized an agreement with the former owners Swell Companies Limited (the "Swell Vendors") to amend the terms of the Company's forward-cash obligations to the Swell Vendors. Pursuant to the terms of the amended agreement: (a) the cash sum due to the Swell Vendors through September 2019 under the original agreement, in the amount of $850,000 and interest of $91,369, was paid by the Company on January 4, 2021; and (b) the sum of $7,350,000 due to the Swell Vendors on May 24, 2021 under the original agreement, including the Swell Vendors' option to receive $5,000,000 of such sum in cash, will be satisfied in full by the issuance of 7,015,238 common shares of C21. The shares were issued into escrow on December 27, 2019 and will be released as follows: (a) twenty-five percent (25%) four-months-and-a-day from October 4, 2019; and (b) the remainder of the shares in three equal instalments of one-third every four months thereafter.

At the acquisition date, consideration payable included derivative liabilities of $4,707,370, cash consideration payable of $846,256 and commitment to issue shares of $4,221,503.

At January 31, 2020, it was determined that the goodwill and intangible amounts for Swell were impaired and should be written off. The Company has written off $13,676,649 of goodwill and $1,536,260 of intangibles for the year ended January 31, 2020 (Note 10).

5. RESTRICTED CASH

The Company has cash on deposit with the Alberta Energy Regulator ("AER") under the AER's Liability Management programs to cover potential liabilities relating to its wells. The required security deposit with the AER is determined based on a monthly licensee management rating assessment.

6. RECEIVABLES

    January 31, 2021     January 31, 2020  
Taxes receivable $ 27,995   $ 22,014  
Trade receivables, net   181,877     421,108  
  $ 209,872   $ 443,122  

Accounts receivable more than 90 days past due totaled $1,975 at January 31, 2021 (January 31, 2020 - $40,911).

7. BIOLOGICAL ASSETS

The Company's biological assets consist of cannabis plants. The continuity for biological assets for the years ended January 31, 2021 and 2020 is as follows:

Balance, January 31, 2019 $ 1,870,540  
Acquired biological assets   75,499  
Increase in biological assets due to capitalized costs   7,615,455  
Fair value adjustment on biological assets   1,243,340  
Transferred to inventory upon harvest   (9,396,563 )
Balance, January 31, 2020   1,408,271  
Increase in biological assets due to capitalized costs   9,504,528  
Fair value adjustment on biological assets   1,618,306  
Transferred to inventory upon harvest   (11,190,323 )
Balance, January 31, 2021 $ 1,340,782  
 
 

p. 18


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

7. BIOLOGICAL ASSETS (continued)

Biological assets are valued in accordance with IAS 41 - Agriculture ("IAS 41") and are presented at their fair values less costs to sell up to the point of harvest. The Company's biological assets are primarily cannabis plants, and because there is no actively traded commodity market for plants or dried product, the valuation of these biological assets is obtained using valuation techniques where the inputs are based upon unobservable market data (Level 3, see Note 24).

The valuation of biological assets is based on a market approach where fair value at the point of harvest is estimated based on selling prices less the costs to sell at harvest. For in process biological assets, the fair value at point of harvest is adjusted based on the stage of growth. As at January 31, 2021, on average, the biological assets were 50% complete as to the next expected harvest date.

The significant unobservable inputs and their range of values are noted in the table below:

 

 

 

 

Effect on Fair Value as of January 31:

Significant Inputs and
Assumptions

Range of Inputs

Sensitivity

 

2021

 

2020

Selling Price Per

$0.93 to $4.63

Increase 5%

$

484,951

$

71,297

Gram

 

Decrease 5%

$

(484,951)

$

(71,658)

Estimated Yield Per

80.4 to 194.6 grams

Increase 5%

$

484,951

$

70,423

Cannabis Plant

 

Decrease 5%

$

(484,951)

$

(70,423)

During the year ended January 31, 2021, the Company's biological assets produced 3,841,464 grams (year ended January 31, 2020 - 4,642,080 grams).

8. INVENTORY

    January 31, 2021     January 31, 2020  
Finished goods $ 2,166,616   $ 3,878,754  
Work in progress   3,251,110     2,313,089  
  $ 5,417,726   $ 6,191,843  

Inventories expensed to cost of sales during the year ended January 31, 2021 was $19,052,681 (year ended January 31, 2020 - $25,810,389). In addition, during the year ended January 31, 2021, the Company recognized a gain of $8,365,616 for the realized fair value adjustment on inventory sold (year ended January 31, 2020 - gain of $5,292,763).

Impairment of inventory of $1,384,922 was recorded for the year ended January 31, 2021 related to Swell inventories.

 

p. 19


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

9. PROPERTY AND EQUIPMENT

    Land and
building
    Leasehold
improvements
    Furniture
& fixtures
    Computer
equipment
    Machinery &
equipment
    Total  
Cost                                    
Balance, January 31, 2019 $ -   $ 1,459,795   $ 478,864   $ 96,785   $ 429,664   $ 2,465,108  
Assets from acquisition   -     522,279     50,388     25,846     646,507     1,245,020  
Additions   4,675,389     97,956     12,350     -     560,328     5,346,023  
Impairment   (3,305,176 )   (709,064 )   (125,282 )   -     -     (4,139,522 )
Balance, January 31, 2020 $ 1,370,213   $ 1,370,966   $ 416,320   $ 122,631   $ 1,636,499   $ 4,916,629  
Additions   1,330,000     8,338     53,836     28,687     136,916     1,557,777  
Category reclassification   -     (324,371 )   -     -     324,371     -  
Classified as held for sale   -     (792,467 )   (87,957 )   (40,708 )   (557,882 )   (1,479,014 )
Disposals   -     (17,994 )   (5,992 )   (15,764 )   (278,564 )   (318,314 )
Balance, January 31, 2021 $ 2,700,213   $ 244,472   $ 376,207   $ 94,846   $ 1,261,340     4,677,078  
                                     
Accumulated Depreciation                                    
Balance, January 31, 2019   -   $ (301,583 ) $ (65,074 ) $ (7,619 ) $ (8,822 ) $ (383,098 )
Depreciation expense   (128,225 )   (214,331 )   (88,667 )   (52,324 )   (215,853 )   (699,400 )
Balance, January 31, 2020 $ (128,225 ) $ (515,914 ) $ (153,741 ) $ (59,943 ) $ (224,675 ) $ (1,082,498 )
Depreciation expense   (73,847 )   (129,976 )   (65,962 )   (19,777 )   (341,256 )   (630,818 )
Category reclassification   -     128,319     -     -     (128,319 )   -  
Classified as held for sale   -     427,528     57,125     26,378     240,551     751,582  
Disposals   -     3,549     3,650     9,152     185,082     201,433  
Balance, January 31, 2021 $ (202,072 ) $ (86,494 ) $ (158,928 ) $ (44,190 ) $ (268,617 ) $ (760,301 )
Carrying amount, Jan. 31, 2020 $ 1,241,988   $ 855,052   $ 262,579   $ 62,688   $ 1,411,824   $ 3,834,131  
Carrying amount, Jan. 31, 2021 $ 2,498,141   $ 157,978   $ 217,279   $ 50,656   $ 992,723   $ 3,916,777  

Total depreciation expense for the year ended January 31, 2021 was $630,818 (year ended January 31, 2020 - $699,400). Of the total expense, $390,344 was allocated to inventory (2020 - $479,662).

During the year ended January 31, 2021, the Company recorded a loss of $116,881 related to the disposal of various items of leasehold improvements, furniture and fixtures, computer equipment and machinery and equipment related to the Oregon operations. The cost of the property and equipment disposed of was $318,314 and accumulated amortization was $201,433. There was $nil gross proceeds and the loss has been recorded as impairment of capital assets.

During the year ended January 31, 2021, the Company transferred lights and equipment with a cost of $324,371 and accumulated depreciation of $128,319 between operating units resulting in a classification change from leasehold improvements to machinery and equipment.

At January 31, 2021, the Company reclassified property and equipment with a cost of $1,479,014 and accumulated depreciation of $751,582 to assets to held to sale. The assets consisted primarily of redundant processing and extraction equipment as well as leasehold improvements and fixtures in a right of use asset. Management estimated the fair value less costs to sell exceeds the carrying value and therefore the assets are measured at their carrying values.

On February 19, 2020, the Company amended the terms of the purchase of Phantom Farms and related companies, including SDP. The amended terms of the purchase agreement regarding the real estate assets of SDP group resulted in the Company electing to purchase the real estate of the Phantom Farms outdoor grow (two parcels), and SDP receiving 7,132,042 shares of C21 with a fair value of $2,582,903 (Note 18). The consideration exceeded the fair market value of land acquired and as a result, the Company recorded acquisition reorganization costs of $1,204,740.

During the year ended January 31, 2020, the Company recognized impairment charge of $4,139,522 related to the Oregon CGU as the estimated recoverable amount was less than the carrying amount. There were no such impairments for the year ended January 31, 2021.

 

p. 20


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

10. INTANGIBLE ASSETS AND GOODWILL

    Licenses     Branding     Customer
relationships
    Start up costs     Total  
Cost                              
Balance, January 31, 2019 $ 12,060,274   $ -   $ 1,540,447   $ 7,783   $ 13,608,504  
Additions from acquisitions   1,071,750     1,331,804     1,174,468     -     3,578,022  
Impairment of intangibles   (428,626 )   (391,759 )   (715,875 )   -     (1,536,260 )
Balance, January 31, 2020 $ 12,703,398   $ 940,045   $ 1,999,040   $ 7,783   $ 15,650,266  
Category reclassification   (337,082 )   46,674     287,249     3,159     -  
Classified as held for sale   (224,840 )   -     (164,226 )   (10,942 )   (400,008 )
Disposals   -     (117,737 )   -     -     (117,737 )
Balance, January 31, 2021 $ 12,141,476   $ 868,982   $ 2,122,063   $ -   $ 15,132,521  
                               
Accumulated Amortization                              
Balance, January 31, 2019 $ (214,171 ) $ -   $ (25,674 ) $ (79 ) $ (239,924 )
Amortization expense   (2,228,051 )   (33,295 )   (443,641 )   (729 )   (2,705,716 )
Balance, January 31, 2020 $ (2,442,222 ) $ (33,295 ) $ (469,315 ) $ (808 ) $ (2,945,640 )
Amortization expense   (1,154,808 )   (95,053 )   (213,939 )   (729 )   (1,464,529 )
Category reclassification   76,557     (46,674 )   (26,845 )   (3,038 )   -  
Classified as held for sale   98,043     -     115,254     4,575     217,872  
Disposals   -     17,737     -     -     17,737  
Balance, January 31, 2021 $ (3,422,430 ) $ (157,285 ) $ (594,845 ) $ -   $ (4,174,560 )
Carrying amount, January 31, 2020 $ 10,261,176   $ 906,750   $ 1,529,725   $ 6,975   $ 12,704,626  
Carrying amount, January 31, 2021 $ 8,719,046   $ 711,697   $ 1,527,218   $ -   $ 10,957,961  

Total amortization expense from intangible assets for the year ended January 31, 2021 was $1,464,528 (year ended January 31, 2020 - $2,705,716). Of the total expense, $47,160 was allocated to inventory (2020 - $119,310).

During the year ended January 31, 2021, the Company sold a brand for $100,000. At the time of the sale, the brand had a carrying amount of $100,000 comprised of cost of $117,747 and accumulated depreciation of $17,737. As the proceeds were consistent with the carrying amount there was no gain or loss recognized on the disposal.

At January 31, 2021, the Company reclassified intangible assets with a cost of $400,008 and accumulated depreciation of $217,872 to held for sale. The intangible assets classified as held for sale consist of licenses, customer lists, and startup costs associated with a right of use asset that has also been classified as held for sale. Management estimated the fair value less costs to sell exceeds the carrying value and therefore the assets are measured at their carrying values.

The continuity of goodwill for the years ended January 31, 2021, and 2020 is as follows:

    Phantom
Farms
(Oregon)
    Silver State
Companies
(Nevada)
    Megawood
Enterprises
(Oregon)
    Swell
Companies
(Oregon)
    Total  
Balance, January 31, 2019 $ -   $ 28,541,323   $ 689,328   $ -   $ 29,230,651  
Additions from acquisitions   8,009,248     -     -     13,676,649     21,685,897  
Impairment of Goodwill   (8,009,248 )   -     (689,328 )   (13,676,649 )   (22,375,225 )
Balance, January 31, 2020 and 2021 $ -   $ 28,541,323   $ -   $ -   $ 28,541,323  

The Company tested each of the CGUs for impairment at January 31, 2021 and 2020.

At January 31, 2020, the estimated recoverable amount of the Oregon geographic CGU was lower than the segment's carrying value. The Company recognized an impairment loss for the Oregon CGU totaling $22,375,225 of goodwill, and $1,536,260 of intangibles; this loss has been treated as Impairment of goodwill and intangible assets on the Consolidated Statement of Loss and Comprehensive Loss. There were no such impairments for the year ended January 31, 2021.

 

p. 21


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

    January 31, 2021     January 31, 2020  
Accounts payable $ 1,382,519   $ 1,136,955  
Accrued liabilities   1,183,259     1,449,286  
Interest payable   115,218     902,033  
  $ 2,680,996   $ 3,488,274  

During the year ended January 31, 2021, the Company reversed an interest accrual of $710,954. The recovery has been recorded as an offset to interest expense.

12. LEASE LIABILITIES AND RIGHT-OF-USE ASSETS

Under IFRS 16 - Leases, the Company assesses whether a contract is, or contains, a lease. For contracts that are, or contain, leases, the Company recognizes a right-of-use asset and lease liability at the commencement date. If the contract does not contain a lease, then the contract is classified as a service that is not reported on the statement of financial position.

The Company has identified ten contracts executed by the Company and its wholly owned subsidiaries that are leases as defined under IFRS 16. In analyzing the identified agreements, the Company applied the lessee accounting model pursuant to IFRS 16 and considered all of the facts and circumstances surrounding the inception of the contract (but not future events that are not likely to occur). Lease liabilities were calculated with discount rates ranging from 10-20%.

Based on all the facts and circumstances at the inception of the contract, the Company has determined that all identified agreements contain a lease as defined by IFRS 16, including:

Entity Name/Lessee

Asset

Contains a lease?

Useful life (years)

Swell Companies, LTD

Land/Building

Yes

5

Silver State Cultivation LLC

Land/Building

Yes

12

Silver State Relief LLC (Sparks)

Land/Building

Yes

12

Silver State Relief LLC (Fernley)

Land/Building

Yes

12

Megawood Enterprises Inc.

Land/Building

Yes

5

Phantom Distribution, LLC

Land/Building

Yes

5

63353 Bend, LLC

Land/Building

Yes

5

20727-4 Bend, LLC

Land/Building

Yes

5

4964 BFH, LLC

Land/Building

Yes

5

 
 

p. 22


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

12. LEASE LIABILITIES AND RIGHT-OF-USE ASSETS (continued)

The financial statement effects concerning lease liabilities are as follows:

Maturity Analysis - contractual undiscounted cash flows      
Less than one year $ 1,380,236  
One to five years   16,139,530  
Total undiscounted lease liabilities at January 31, 2021 $ 17,519,767  
Lease liabilities included in the statement of financial position      
Current $ 437,857  
Non-current   9,691,215  
Balance, January 31, 2021 $ 10,129,072  
Amounts recognized in profit or loss      
Interest on lease liabilities $ 513,423  
Total cash outflow for leases $ 1,613,173  

The financial statement effects concerning right-of-use assets are as follows:

Cost      
Balance, January 31, 2019 $ 7,861,107  
Right-of-use additions   3,386,237  
Adjustment*   (927,300 )
Disposal**   (4,197,087 )
Balance, January 31, 2020   6,122,957  
Right-of-use additions   7,263,368  
Classified as held for sale   (832,736 )
Disposal***   (899,398 )
Balance, January 31, 2021 $ 11,654,191  
Accumulated Amortization      
Balance, January 31, 2019   (116,496 )
Disposal**   230,686  
Amortization expense   (1,576,459 )
Balance, January 31, 2020   (1,462,269 )
Disposal***   554,631  
Classified as held for sale   299,687  
Amortization expense   (1,280,652 )
Balance, January 31, 2021 $ (1,888,603 )
Carrying Amount, January 31, 2020 $ 4,660,688  
Carrying Amount, January 31, 2021 $ 9,765,588  

*During the year ended January 31, 2020, the Company entered into amending lease agreements on six leases resulting in adjustments to ROU assets and lease liabilities of $927,300. The incremental borrowing rate was lowered on all six leases.
**During the year ended January 31, 2020, the Company derecognized ROU assets and lease liabilities of $3,800,000 on acquisition of land and building that was subject to lease. The Company terminated another $397,087 in leases during the same year resulting in decreases in lease liabilities and ROU assets. Accumulated amortization in these lease disposals of $230,686 was adjusted on disposal.
***During the year ended January 31, 2021, the Company terminated a lease resulting in an adjustment on disposal to lease liabilities of $400,961 and ROU assets cost of $899,398 and accumulated amortization of $554,631. A gain on disposal of $56,194 was recognized representing the excess of the lease liability above the right of use asset. The gain has been recorded in other income on the consolidated statement of loss and comprehensive loss.

Total depreciation expense for the year ended January 31, 2021 was $1,280,652 (year ended January 31, 2020 - $1,576,459). Of the total expense, $826,231 was allocated to inventory (2020 - $977,487).

 

p. 23


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

12. LEASE LIABILITIES AND RIGHT-OF-USE ASSETS (continued)

During the year ended January 31, 2021, the Company amended lease agreements on three leases to extend their term (note 25). This resulted in right-of-use asset additions of $7,263,368.

At January 31, 2021, the Company reclassified right of use assets with a cost of $832,736 and accumulated depreciation of $299,687 to held for sale following an assessment that the Swell and Pure Green properties were redundant to the Company's operation. In addition, the Company reclassified the associated lease liabilities of $629,180 to be classified as held for sale. Management estimated the fair value less costs to sell exceeds the carrying value and therefore the assets are measured at their carrying values.

13. LONG TERM DEBT

    Mortgage on
building
    Equipment and
Vehicle loans
    Total  
Balance, January 31, 2019 $ -   $ -   $ -  
Assumed in PPE acquisitions   513,294     186,463     699,757  
Payments   (16,910 )   (62,511 )   (79,421 )
Balance, January 31, 2020   496,384     123,952     620,336  
Interest   21,933     20,975     42,908  
Payments   (45,551 )   (74,363 )   (119,914 )
Balance, January 31, 2021 $ 472,766   $ 70,564   $ 543,330  
Current portion $ 24,703   $ 56,341   $ 81,044  
Long-term portion $ 448,063   $ 14,223   $ 462,286  

The mortgage on building is a 20-year mortgage that began on February 1, 2015 and matures on January 1, 2035. The mortgage bears interest at a fixed rate of 4.5% with payments made monthly. The equipment and vehicle loans consist of three loans with maturity dates ranging from June 1, 2021 through May 15, 2023 and interest rates ranging from 5.59% to 19.9% with payments made monthly.

14. CONVERTIBLE DEBENTURES AND PROMISSORY NOTES

Convertible debentures and convertible promissory notes are compound financial instruments that are accounted for based on their components of financial liability and equity. The financial liability component represents the Company's future obligation to pay coupon interest and principal. The liability component is initially measured at its fair value (net present value) and subsequently measured at its amortized cost. After the net present value of the financial liability is determined, any residual amount is reported as an equity instrument at the convertible debentures' issuance date.

Transaction costs related to the issuance of convertible notes are apportioned to their respective financial liability and equity components in proportion to the allocation of proceeds as a reduction to the carrying amount of each component.

When valuing the financial liability component of the convertible notes, the Company used specific interest rates assuming no conversion features existed. The resulting liability component is accreted to its face value over the convertible note's term until its maturity date.

 

p. 24


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

14. CONVERTIBLE DEBENTURES AND PROMISSORY NOTES (continued)

The following is the continuity of the Company's convertible debentures issued in Canadian dollars. All below disclosure is denominated in U.S. dollars:

Convertible debentures
    December 31, 2018     January 30, 2019     Total  
    issuance     Issuance        
Balance, January 31, 2019 $ 3,181,800   $ 6,977,853   $ 10,159,653  
New issuances   265,146     388,486     653,632  
Conversions   (1,546,384 )   (2,993,607 )   (4,539,991 )
Interest   322,348     559,398     881,746  
Accretion expense   186,664     170,385     357,049  
Interest paid - cash   (268,503 )   (452,052 )   (720,555 )
Foreign exchange loss   8,318     67,403     75,721  
Balance, January 31, 2020   2,149,389     4,717,866     6,867,255  
New issuances   1,680,922     3,786,930     5,467,852  
Conversions   (4,140,182 )   (8,799,219 )   (12,939,401 )
Interest   191,223     410,755     601,978  
Accretion expense   142,632     129,968     272,600  
Interest paid - cash   (255,658 )   (544,038 )   (799,696 )
Foreign exchange loss   231,674     297,738     529,412  
Balance, January 31, 2021 $ -   $ -   $ -  

The following transactions occurred during the year ended January 31, 2021:

(a) 262 convertible debentures were issued for gross proceeds of $195,734 (C$262,000). A total of $2,508,068 (C$3,209,000) in principal of the December 31, 2018 convertible debentures were converted into 4,011,250 common shares of the Company. The remaining balance outstanding is $nil.

(b) 497 convertible debentures were issued for gross proceeds of $371,297 (C$497,000). A total of $5,204,120 (C$6,673,000) in principal of the January 30, 2019 convertible debentures were converted into 8,341,250 common shares of the Company. The remaining balance outstanding is $nil.

(c) 1,988 warrants were exercised in connection with the convertible debentures issued on December 31, 2018, resulting in gross proceeds of $1,485,188 (C$1,988,000). 2,087 warrant debentures with a carrying amount of $1,632,114 (C$2,087,000) were converted into common shares of the Company. At January 31, 2021, all warrants had been exercised or expired.

(d) 4,572 warrants were exercised in connection with the convertible debentures issued on January 30, 2019, resulting in gross proceeds of $3,415,633 (C$4,572,000). 4,587 warrant debentures issued under the January 30, 2019 issuance with a carrying amount of $3,595,099 (C$4,587,000) were converted into common shares of the Company. At January 31, 2021, all warrants had been exercised or expired.

The following transactions occurred during the year ended January 31, 2020:

(a) 359 warrants were exercised in connection with the convertible debentures issued on December 31, 2018, resulting in gross proceeds of $265,146 (C$359,000) and of those, 250 warrant debentures were converted into common shares of the Company. At January 31, 2020, 2,315 warrants were available to be exercised.

(b) 526 warrants were exercised in connection with the convertible debentures issued on January 30, 2019, resulting in gross proceeds of $388,486 (C$526,000) and of those, 487 warrants debentures were converted into common shares of the Company. At January 31, 2020, 4,664 warrants were available to be exercised.

 

p. 25


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

14. CONVERTIBLE DEBENTURES AND PROMISSORY NOTES (continued)

The following is a continuity of the Company's convertible promissory notes denominated in U.S. dollars:

Convertible promissory notes
    June 13, 2018     January 23, 2019     May 24, 2019     Total  
    issuance     issuance     issuance        
Balance, January 31, 2019 $ 1,670,830   $ 175,000   $ -   $ 1,845,830  
Issued   -     -     1,000,000     1,000,000  
Conversion   (660,647 )   -     -     (660,647 )
Interest   48,600     -     69,041     117,641  
Accretion expense   77,282     -     -     77,282  
Balance, January 31, 2020   1,136,065     175,000     1,069,041     2,380,106  
Payment   -     (175,000 )   -     (175,000 )
Interest   48,732     -     100,275     149,007  
Accretion expense   83,352     -     -     83,352  
Balance, January 31, 2021 $ 1,268,149   $ -   $ 1,169,316   $ 2,437,465  

 

On June 13, 2018, the Company issued convertible promissory notes to the vendors that sold Eco Firma Farms, LLC to the Company in the aggregate principal amount of $2,000,000. The convertible promissory notes were convertible at $1.00 per share. The convertible promissory notes accrue interest at a rate of 4% per annum, compounded annually, and are fully due and payable on June 13, 2021.

On February 7, 2019, one vendor converted their portion of the convertible note of $660,647 to 977,479 common shares. On issuance, the Company determined the conversion feature was a derivative liability. The fair value of the conversion feature as at January 31, 2021 was $308,364 (January 31, 2020 - $nil).

On January 23, 2019, the Company issued a convertible promissory note to the vendor that sold Megawood Enterprises, Inc. to the Company in the principal amount of $175,000. The convertible note is convertible into 35,000 common shares of the Company at a conversion price of C$5.00 per conversion share and may be converted at any time between October 24, 2019 and January 24, 2020. On issuance, the Company determined the conversion feature was a derivative liability. The fair value of the conversion feature as at January 31, 2021 was $nil (January 31, 2020 - $nil). On February 21, 2020, the Company repaid the convertible promissory note with a cash payment of $130,000 and the issuance of 95,849 common shares (Note 18).

On May 24, 2019, the Company issued a two-year unsecured convertible promissory note to a debtor of Swell Companies in the principal amount of $1,000,000. The convertible note accrues interest at 10% per annum compounded annually and payable at maturity. The holder of the note can accelerate payment to the first anniversary date of the note and therefore this is classified as a current liability. The note is convertible into common shares of the Company at a conversion price of $1.56 per share and may be converted at the maturity date.

 

p. 26


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

14. CONVERTIBLE DEBENTURES AND PROMISSORY NOTES (continued)

The following is a continuity of the Company's promissory notes denominated in U.S. dollars:

Promissory notes payable
    January 1, 2019     February 4, 2019     Total  
    issuance     Issuance        
Balance, January 31, 2019 $ 30,000,000   $ -   $ 30,000,000  
Issued   -     290,000     290,000  
Payments   (8,800,000 )   (290,000 )   (9,090,000 )
Balance, January 31, 2020   21,200,000     -     21,200,000  
Payments   (7,013,333 )         (7,013,333 )
Balance, January 31, 2021 $ 14,186,667   $ -   $ 14,186,667  
Current portion $ 6,080,000   $ -   $ 6,080,000  
Long-term portion $ 8,106,667   $ -   $ 8,106,667  

On January 1, 2019, the Company issued a promissory note to Mr. Newman, who sold Silver State to the Company in the principal amount of $30,000,000. The note is payable in the following principal instalments: $3,000,000 on April 1, 2019, $6,000,000 on each of July 1, 2019, October 1, 2019, January 1, 2020, and April 1, 2020, and $3,000,000 on July 1, 2020. The note accrues interest at a rate of 10% per annum. The note is secured by all of the outstanding membership interests, and a security interest in all of the assets, of Silver State.

On July 1, 2019, the terms of the promissory note payable for the acquisition of Silver State were amended to call for immediate payment of $2,000,000 plus accrued interest on July 1, 2019 followed by payments of $800,000 plus accrued interest on the first of each of August, September, October, November, and December 2019.

Effective November 21, 2019 and June 25, 2020, Mr. Newman and the Company agreed to further amend the terms of the secured promissory note due to Mr. Newman. The December 1, 2019 principal payment of $800,000 was cancelled and the monthly principal payments thereafter were reduced to $600,000 per month. Further, the annual interest rate on the note was reduced from 10% to 9.5%. The remaining balance on the note is due and payable on January 1, 2021. This modification resulted in a gain of $nil.

On November 19, 2020, the Company announced agreement with Mr. Newman that the remaining $15,200,000 principal outstanding on his senior secured Note, due to mature on January 1, 2021, has been amended with lower monthly payments amortized over a 30-month period. Commencing December 1, 2020, the monthly payments will be $506,667 plus interest. The interest rate at 9.5% is unchanged.

For the year ended January 31, 2021, interest expense was $1,643,363 (year ended January 31, 2020 - $2,511,770). Interest paid during the year ended January 31, 2021 was $1,715,750 (year ended January 31, 2020 - $2,391,562).

15. CONSIDERATION PAYABLE

The following table reflects the continuity of consideration payable:

Balance, January 31, 2019 $ 1,375,268  
Swell Companies acquisition - May 25, 2019 (Note 4)   846,256  
Consideration paid - cash   (1,375,268 )
Balance, January 31, 2020   846,256  
Consideration paid - cash   (846,256 )
Balance, January 31, 2021 $ -  
 
 

p. 27


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

16. RECLAMATION OBLIGATION

The Company has recorded a decommissioning provision in connection with estimated reclamation costs on a previously written off property. The obligation is recognized based on the estimated future reclamation costs. The Company had two wells in Alberta which were determined to be uneconomic and costs have been incurred to plug these wells. Reclamation and remediation work is still required to bring the site back to its natural state.

17. DERIVATIVE LIABILITY

The following reflects the continuity of derivative liability:

Balance, January 31, 2019 $ 23,097  
On acquisition February 4, 2019   3,748,377  
On acquisition May 24, 2019   4,707,370  
Fair value adjustment on derivative liabilities   (4,779,692 )
Balance, January 31, 2020   3,699,152  
Fair value adjustment on derivative liabilities   5,731,839  
Balance, January 31, 2021 $ 9,430,991  

Upon the February 4, 2019 acquisition of Phantom Farms the vendors can earn up to 4,500,000 'earn out' shares over a period of seven years. The conditions are based on the Company's common shares exceeding certain share prices during the period. The liability is derived using a Monte Carlo simulation.

Upon the May 24, 2019 acquisition of Swell Companies the vendors can earn up to 6,000,000 'earn out' shares over a period of seven years. The conditions are based on C21 common shares exceeding certain share prices during the period. The liability is derived using a Monte Carlo simulation.

Inputs into the calculation of fair value adjustment are as follows:

    January 31,     January 31,     May 24,     February 4,  
    2021     2020     2019     2019  
Discount rate   0.30%     1.36%     2.50%     2.19%  
Expected life in years   5.34     6.14     7.00     7.00  
Expected stock volatility   80%     100%     100%     100%  
Expected volatility of foreign exchange   5.29%     5.29%     5.29%     5.84%  
 
 

p. 28


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

18. SHARE CAPITAL AND RESERVES

Share capital consists of one class of fully paid common shares, with no par value. The Company is authorized to issue an unlimited number of common shares. All shares are equally eligible to receive dividends and repayment of capital and represent one vote at the Company's shareholders' meetings.

The following table reflects the continuity of share capital for the years ended January 31, 2021 and 2020:

    Number of
Shares
    Amount  
Balance, January 31, 2019   58,505,255   $ 52,923,983  
Shares issued - acquisition of Phantom Farms (i)   2,670,000     2,507,138  
Shares issued - conversion of promissory note (ii)   977,479     660,647  
Shares issued - warrant exercises (iii)   915,545     1,018,748  
Shares issued - option exercises (iv)   80,000     77,980  
Shares issued - acquisition of Swell (v)   8,281,905     4,927,178  
Shares issued - acquisition of EFF building (vi)   3,983,886     4,136,646  
Shares issued - partial settlement of EFF share payment note (vii)   368,688     368,688  
Shares issued - private placement (viii)   5,589,493     4,895,379  
Shares issued - conversion of debentures (ix)   8,016,388     4,539,991  
Share issue costs   -     (28,110 )
Balance, January 31, 2020   89,388,639     76,028,268  
Shares issued - acquisition of Phantom Farms (x)   7,132,042     2,582,903  
Shares issued - Megawood (xi)   95,849     38,415  
Shares issued - option exercises (xii)   200,000     197,708  
Shares issued - conversion of debentures (xiii)   19,764,694     12,939,401  
Shares issued - Swell commitment (xiv)   456,862     429,582  
Shares issued - EFF commitment (xv)   19,774     21,371  
Balance, January 31, 2021   117,057,860   $ 92,237,648  

(i) On February 4, 2019, the Company issued 2,670,000 shares as consideration for the purchase of Phantom Farms (Note 3).

(ii) On February 7, 2019, the Company issued 977,479 shares to a vendor of EFF upon conversion of a portion of the convertible promissory note payable.

(iii) During the year ended January 31, 2020, the Company issued 915,545 shares upon the exercise of warrants.

(iv) During the year ended January 31, 2020, the Company issued 80,000 shares upon the exercise of stock options.

(v) On May 24 and December 27, 2019, the Company issued 1,266,667 shares and 7,015,238 shares, respectively, as consideration for the purchase of Swell Companies (Note 4).

(vi) On May 10, 2019, the Company issued 3,983,886 shares as consideration for the purchase of the building and land that EFF was previously leasing.

(vii) On June 12, 2019, the Company issued 368,688 shares to a vendor of EFF for a partial payment of the Company's commitment to issue shares.

 

p. 29


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

18. SHARE CAPITAL AND RESERVES (continued)

(viii) On May 28, 2019, the Company completed a non-brokered private placement financing of 5,589,493 shares at C$1.38, for total gross proceeds of $5,847,135 (C$7,713,500). Each unit is comprised of one common share of the Company and one half of one common share purchase warrant. Each warrant is exercisable for one additional common share of the Company at an exercise price of C$1.83 per warrant for a period of one year.

(ix) During the year ended January 31, 2020 the Company issued 8,016,388 shares upon the conversion of debentures.

(x) On February 19, 2020, the Company amended the terms of the purchase of Phantom Farms, including SDP. The amended terms of the purchase agreement regarding the real estate assets of SDP group resulted in the Company electing to purchase the real estate of the Phantom Farms outdoor grow (two parcels), and SDP receiving 7,132,042 shares of C21 with a fair value of $2,582,903.

(xi) On February 21, 2020, the Company repaid the convertible promissory note with a cash payment of $130,000 and the issuance of 95,849 common shares with a fair value of $38,415 (Note 14).

(xii) On October 15, 2020, the Company issued 200,000 shares upon the exercise of stock options.

(xiii) During the year ended January 31, 2021 the Company issued 19,764,694 shares upon the conversion of debentures.

(xiv) On November 23, 2020, the Company issued 456,862 common shares to Swell as part of the purchase agreement dated May 23, 2019 as final settlement of the Company's commitment to issue shares.

(xv) On December 30, 2020, the Company issued 19,774 common shares to the vendors of EFF for a partial settlement of the Company's commitment to issue shares.

Commitment to issue shares

The Company issued a promissory note payable to deliver 2,142,000 shares to the vendors of EFF in the amount of $1,905,635, without interest, any time after October 15, 2018. As at January 31, 2021 shares issued pursuant to this commitment total 1,349,046 shares.

The Company committed to issue 7,015,238 shares valued at 3,796,815 to the vendors of Swell companies at December 27, 2019. These shares were issued during the year ended January 31, 2020.

The Company committed to issue 456,852 shares valued at $424,688 to the vendors of Swell Companies on November 24, 2020. These shares were issued on November 23, 2020.

 

p. 30


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

18. SHARE CAPITAL AND RESERVES (continued)

Warrants

The following summarizes the Company's warrant activity:

Warrants outstanding
    Warrants
outstanding
    Weighted average
exercise price

- C$ -
    Weighted average
remaining life
(years)
 
Balance January 31, 2019   5,154,045     2.05     0.86  
Issued - Phantom Farms (Note 3)   1,700,000     1.50        
Issued - Swell Companies (Note 4)   1,200,000     1.50        
Issued - Private Placement (xvii)   2,794,746     1.83        
Exercised   (915,045 )   1.06        
Expired   (4,239,000 )   2.27        
Balance, January 31, 2020   5,694,746     1.66     0.74  
Issued   6,200,000     1.00        
Balance, January 31, 2021   11,894,746     1.32     1.96  

As at January 31, 2021, the following warrants were outstanding and exercisable:

Expiry Date   Exercise Price
- C$ -
    Number of
Warrants
 
February 4, 2021   1.50     1,700,000  
May 28, 2021   1.83     2,794,746  
December 31, 2023   1.00     1,922,000  
January 30, 2024   1.00     4,278,000  
May 24, 2024   1.50     1,200,000  
          11,894,746  

On May 28, 2020, the Company extended the expiry date of the C$1.83 warrants due to expire on May 29, 2020 to expire on May 29, 2021, all other terms remain the same.

On November 19, 2020, the Company announced that it had secured an equity commitment from three investment managers and Mr. Newman (the "Investors"), to guarantee the repayment of the 10% Convertible Debentures which remain outstanding at maturity, which is December 31, 2020 and January 30, 2021. Funds advanced by the Investors will be in exchange for common shares to be issued at a price equal to the existing debenture conversion terms of C$0.80 per common share. At November 19, 2020, $6,225,018 (C$8,212,000) was outstanding under these debentures which are convertible at maturity into common shares of the Company at a price of C$0.80 per common share.

In consideration of the equity commitment, the Company issued an aggregate of 1,941,084 warrants with respect to the debentures maturing December 31, 2020, and 4,258,916 warrants with respect to the debentures maturing January 30, 2021. In total 6,200,000 warrants were issued. Each warrant will be exercisable for one common share for three years at an exercise price of C$1.00. These warrants are subject to the statutory four month and one day hold period. Value at grant date determined with the following assumptions: life of 3 years, volatility of 80%, risk free rate of return 0.18% to 0.25%, dividend yield of 0%, and forfeiture rate of 0%. The Company recorded interest expense of $2,116,192 (C$2,764,382) with respect to the warrants issued (2020 - $nil).

 

p. 31


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

18. SHARE CAPITAL AND RESERVES (continued)

Stock options

The Company is authorized to grant options to executive officers and directors, employees and consultants, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. The exercise price of each option equals the market price of the Company's shares as calculated on the date of grant. The options can be granted for a maximum term of 10 years. Vesting is determined by the Board of Directors.

The Company adopted a Restricted Stock Unit plan (the "Plan") on July 17, 2018 but has not issued any units under the Plan. The Plan allows for up to 750,000 total units to be issued, adjustable upon approval by the compensation committee, but not to exceed 10% of common shares outstanding.

On January 28, 2021, the Company issued 150,000 stock options. Each stock option entitles the holder to purchase one common share of the Company at $1.50 per common share. The options vest over a two-year period and expire on January 28, 2024. Value at grant date determined with the following assumptions: life of 3 years, volatility of 80%, risk free rate of 0.19%, dividend yield of 0% and forfeiture rate of 0%.

On August 17, 2020, the Company issued 3,905,000 stock options. Each stock option entitles the holder to purchase one common share of the Company at $0.70 per common share. The options vest over a two-year period and expire on August 17, 2023. Value at grant date determined with the following assumptions: life of 3 years, volatility of 80%, risk free rate of return 0.29%, dividend yield of 0%, and forfeiture rate of 0%.

On January 24, 2020, the Company granted incentive stock options to purchase an aggregate of 100,000 common shares at an exercise prices of C$0.80 vesting over a 1-year period, expiring at close of business January 24, 2023. Value at grant date determined with the following assumptions: life of 3 years, volatility of 100%, risk free rate of return 1.46%, dividend yield of 0%, and forfeiture rate of 0%.

During the year ended January 31, 2021, 200,000 (2020 - 80,000) options were exercised for proceeds of $98,950 (C$130,000) (2020 - $39,028).

Details of the Company's stock option activity are as follows:

Options outstanding and exercisable
    Options outstanding
and exercisable
    Weighted average
exercise price

- C$ -
    Weighted average
remaining life
(years)
 
Balance January 31, 2019   2,520,000     2.41     2.30  
Granted   1,830,000     1.14        
Exercised   (80,000 )   0.65        
Expired/Cancelled   (1,015,000 )   2.28        
Balance, January 31, 2020   3,255,000     1.78     2.18  
Granted   4,055,000     0.73        
Exercised   (200,000 )   0.65        
Expired/Cancelled   (145,000 )   0.71        
Balance January 31, 2021   6,965,000     1.22     2.05  
 
 

p. 32


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

18. SHARE CAPITAL AND RESERVES (continued)

As at January 31, 2021, the following stock options were outstanding and exercisable:

Expiry Date   Exercise Price
- C$ -
    January 31, 2021
Outstanding
    January 31, 2021
Exercisable
 
June 25, 2021   2.80     1,350,000     1,350,000  
February 5, 2022   1.11     460,000     460,000  
October 9, 2022   1.38     500,000     500,000  
January 24, 2023   0.80     100,000     100,000  
August 17, 2023   0.70     3,905,000     1,301,667  
January 28, 2024   1.50     150,000     50,000  
October 9, 2024   1.00     500,000     500,000  
          6,965,000     4,261,667  

During the year ended January 31, 2021, the Company recorded a share-based compensation expense of $494,435 (2020 - $492,631). The fair value of stock options was calculated using the Black-Scholes Option Pricing Model using the following weighted average assumptions:

    2021     2020  
Risk-free rate   0.19%     0.29%  
Expected life of options   3 years     3 years  
Annualized volatility   80%     80%  
Dividend rate   0%     0%  

19. GENERAL AND ADMINISTRATIVE EXPENSE

General and administration expenses for the year ended January 31, 2021 and 2020 were comprised of the following:

    Year ended January 31,  
    2021     2020  
    -$-     -$-  
             
Salaries and wages   3,046,595     5,526,408  
Professional fees and consulting   642,389     922,861  
Accounting and legal   501,855     596,984  
Travel and entertainment   102,046     430,301  
Foreign exchange loss (gain)   2,156     (34,884 )
License fees, taxes and insurance   1,849,571     992,437  
Office facilities and administrative   417,131     499,504  
Shareholder communications   15,834     7,237  
Other   394,165     359,629  
    6,971,742     9,300,477  

20. SEGMENTED INFORMATION

The Company defines its major geographic operating segments as Oregon and Nevada. Due to the jurisdictional cannabis compliance issues ever-present in the industry, each state operation is by nature operationally segmented.

 

p. 33


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

20. SEGMENTED INFORMATION (continued)

Key decision makers primarily review revenue, cost of sales expense, and gross margin as the primary indicators of segment performance. As the Company continues to expand via acquisition, the segmented information will expand based on management's agreed upon allocation of costs beyond gross margin.

Segmented operational activity and balances are as follows:

January 31, 2021   Oregon     Nevada     Corporate     Consolidated  
Total revenue $ 2,661,223   $ 33,466,063   $ -   $ 36,127,286  
Gross profit   717,650     17,934,505     -     18,652,155  
Operating expenses:                        
General and administration   (668,041 )   (3,506,509 )   (2,797,192 )   (6,971,742 )
Sales, marketing, and promotion   (27,932 )   (136,697 )   (1,850 )   (166,479 )
Depreciation and amortization   (393,804 )   (1,667,339 )   (51,121 )   (2,112,264 )
Share-based compensation   -     -     (494,435 )   (494,435 )
Impairment of inventory   (1,384,922 )   -     -     (1,384,922 )
Interest, accretion, and other   (1,123,018 )   (100,028 )   (10,039,238 )   (11,262,284 )
Net profit (loss) before taxes $ (2,880,067 ) $

12,523,932

  $ (13,383,836 ) $ (3,739,971 )
                         
Assets $ 9,206,964   $ 26,178,106   $ 33,424,439   $ 68,809,509  
Liabilities $ 2,635,899   $ 9,696,697   $ 31,138,412   $ 43,471,008  
 
January 31, 2020   Oregon     Nevada     Corporate     Consolidated  
Total revenue $ 5,503,872   $ 32,201,223   $ -   $ 37,705,095  
Gross profit (loss)   (1,006,077 )   14,144,123     -     13,138,046  
Operating expenses   (2,007,400 )   (6,455,101 )   (5,856,652 )   (14,319,153 )
Impairment of goodwill, assets   (26,514,747 )   -     -     (26,514,747 )
Interest, accretion, and other   (1,540,265 )   7,979     387,173     (1,145,113 )
Net profit (loss) before taxes $ (31,068,489 ) $ 7,697,001   $ (5,469,479 ) $ (28,840,967 )
                         
Assets $ 9,646,005   $ 21,149,800   $ 30,654,280   $ 61,450,085  
Liabilities $ 3,079,174   $ 4,164,557   $ 40,626,800   $ 47,870,531  

21. COMMITMENTS

The Company and its subsidiaries are committed under lease agreements with third parties and related parties, for land, office space, and equipment in Nevada and Oregon. At January 31, 2021, the Company has the following future minimum payments:

    Third Parties     Related Parties     Total  
2022 $ 277,214   $ 1,431,192   $ 1,708,406  
2023 $ 232,961   $ 1,467,282   $ 1,700,243  
2024 $ 224,513   $ 1,504,455   $ 1,728,968  
2025 $ 80,414   $ 1,314,551   $ 1,394,965  
2026 $ 45,743   $ 1,353,987   $ 1,399,730  
Thereafter $ 415,496   $ 10,405,121   $ 10,820,617  
  $ 1,276,341   $ 17,476,588   $ 18,752,929  
 
 

p. 34


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)


22. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

Supplemental and non-cash transactions during the year ended January 31, 2021

 

There were interest payments of $2,515,446 and income taxes of $2,832,676 paid.

 

The Company issued 7,132,042 common shares valued at $2,582,903 pursuant to the amended terms of the purchase of Phantom Farms, including SDP.

 

The Company issued 95,849 common shares value at $38,415 as partial repayment of the $175,000 convertible promissory note related to the Megawood acquisition.

 

The Company issued 456,862 common shares valued at $429,582 to Swell as part of the purchase agreement dated May 23, 2019 as settlement of a commitment to issue shares.

 

The Company issued 19,774 common shares valued at $21,371 to the vendors of EFF for a partial settlement of the commitment to issue shares.

Supplemental and non-cash transactions during the year ended January 31, 2020

 

There were interest payments of $3,291,295 and no income taxes were paid.

 

The Company issued 2,670,000 common shares valued at $2,507,138 for the acquisition of Phantom Farms.

 

The Company issued 1,266,667 common shares valued at $1,130,363 for the acquisition of Swell Companies.

 

The Company issued 7,015,238 common shares valued at $3,796,815 for the acquisition of Swell Companies.

 

The Company issued 3,983,886 common shares valued at $4,136,646 for the purchase of a building.

 

The Company issued 368,688 common shares valued at $368,688 to settle a portion of a share payment note.

 

The Company issued 8,016,388 common shares valued at $4,539,991 upon the conversion of debentures.

 

The Company issued 977,479 common shares valued at $660,647 upon the conversion of a portion of a convertible promissory note.

 

Transfer from reserves to share capital of $289,159 and $38,952 on exercise of warrants and options respectively.

23. TAXATION

The Company reconciles the expected tax expense at the U.S. statutory tax rate of 21% to the amount recognized in the statement of loss and comprehensive loss.

Since the Company operates in the United States cannabis industry, the Company is subject to U.S. Internal Revenue Code section 280E for U.S. federal income tax purposes; and therefore, is subject to the disallowance of ordinary and necessary business deductions for income tax purposes pursuant to section 280E.

Consequently, the Company is only allowed to deduct 1) direct production costs and indirect production costs incident to and necessary for production and 2) costs incurred to purchase goods that are resold, including transportation or other necessary charges incurred in acquiring possession of the goods. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC section 280E. However, the State of Oregon does not conform to IRC section 280E and thus the Company deducts all operating expenses on its Oregon corporate tax return.

 

p. 35


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

Additionally, the State of Nevada does not assess income tax and therefore no income tax provision for Nevada has been calculated.

23. TAXATION (continued)

The reconciliation of income taxes at statutory rates with the reported taxes is as follows for the years ended January 31, 2021 and 2020:

    Year ended January 31,  
    2021     2020  
    -$-     -$-  
             
Loss for the year   (3,739,971 )   (28,840,967 )
Statutory tax rates   27%     27%  
Expected income tax recovery   (1,009,792 )   (7,787,061 )
Change in statutory, foreign tax, foreign exchange rates and other   (1,141,010 )   3,135,069  
Permanent differences   3,561,240     8,006,873  
Share issue costs   (7,733 )   (7,590 )
Change in unrecognized deductible temporary differences   963,341     367,375  
Total income tax expense   2,366,046     3,714,666  

Current income tax expense for the year ended January 31, 2021 represents current and deferred taxation arising from business operations in the United States.

The significant components of the Company's deferred tax assets that have not been included on the consolidated statement of financial position are as follows at January 31, 2021 and 2020:

    Year ended January 31,  
    2021     2020  
    -$-     -$-  
Deferred tax assets (liabilities)            
Exploration and evaluation assets   1,258,000     254,000  
Property and equipment   (236,000 )   1,012,000  
Share issue costs   499,000     611,000  
Biological assets   (885,000 )   186,000  
Intangible assets   (1,784,000 )   619,000  
Goodwill   3,984,000     -  
Marketable securities   -     2,000  
Asset retirement obligation   15,000     15,000  
Right of use assets   (2,051,000 )   -  
Lease liabilities   2,127,000     -  
Allowable capital losses   138,000     36,000  
Non-capital losses available for future period   4,551,000     3,918,000  
    7,616,000     6,653,000  
Unrecognized deferred tax assets   (7,616,000)     (6,653,000)  
Deferred tax assets   -     -  
 
 

p. 36


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)


23. TAXATION (continued)

The significant components of the Company's temporary differences, unused tax credits and unused tax losses that have not been included in the consolidated statement of financial position are as follows at January 31, 2021 and 2020:

    2021     Expiry Date Range     2020  
    -$-     -$-  
Temporary Differences                  
Exploration and evaluation assets   4,661,000     No expiry date     942,000  
Property and equipment   (1,125,000 )   No expiry date     4,819,000  
Share issue costs   1,847,000     2038 to 2041     2,262,000  
Biological assets   (4,213,000 )   No expiry date     886,000  
Intangible assets   (8,494,000 )   No expiry date     2,949,000  
Goodwill   18,970,000     No expiry date        
Marketable securities   -     No expiry date     15,000  
Asset retirement obligation   55,000     No expiry date     54,000  
Right of use assets   (9,766,000 )   No expiry date        
Lease liabilities   10,129,000     No expiry date        
Allowable capital losses   513,000     No expiry date     135,000  
Non-capital losses available for future periods   16,856,000     Varies     14,511,000  
      Canada   16,856,000     2026 to 2041     14,511,000  
      USA   -     No expiry date     -  

24. FINANCIAL RISK MANAGEMENT

The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit risk

Credit risk is the possibility of a loss to the Company resulting from a borrower's failure to repay a loan or meet contractual obligations. The Company's primary exposure to credit risk is on its cash held in bank accounts, accounts receivable, and its notes receivable from acquisition targets. The Company's cash is deposited in bank accounts held with a major bank in Canada, a trust company in Canada, and two credit unions
in Oregon and Colorado; and accordingly, there is a concentration of credit risk. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies.

Liquidity risk

 

p. 37


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company's ability to continue as a going concern is dependent on management's ability to raise required funding through future equity or debt issuances. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments.

 

p. 38


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

24. FINANCIAL RISK MANAGEMENT (continued)

The following table summarizes the Company's financial liabilities at January 31, 2021:

Maturity analysis of financial liabilities   Total     Within 1
year
    1 - 5 years     Greater
than 5 years
 
Accounts payable and accrued liabilities $ 2,680,996   $ 2,680,996   $ -   $ -  
Promissory note payable   14,186,667     6,080,000     8,106,667     -  
Convertible promissory note   2,437,465     2,437,465     -     -  
Long-term debt   543,330     81,044     123,210     339,076  
Lease liabilities   10,129,072     437,857     2,863,867     6,827,348  
Total $ 29,977,530   $ 11,717,362   $ 11,093,744   $ 7,166,424  

As at January 31, 2021, the Company has undiscounted lease payments of $17,519,767 related to right of use assets.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not subject to any interest rate volatility as its long-term debt instruments and convertible notes are carried at a fixed interest rate throughout their term.

Foreign currency risk

The Company has administration in Canada and operations in the U.S. and is exposed to foreign exchange risk due to fluctuations in the U.S. dollar and Canadian dollar. Foreign exchange risk arises from financial assets and liabilities denominated in currency other than the U.S. dollar. A change of 1% in the CAD/USD exchange rate would impact loss and comprehensive loss by $217,000.

Capital Management

The Company's objectives when managing its capital are to ensure there are sufficient capital resources to continue operating as a going concern and maintain the Company's ability to ensure sufficient levels of funding to support its ongoing operations and development. The purpose of these objectives is to provide continued returns and benefits to the Company's shareholders. The Company's capital includes debt and shareholders' equity.

The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business considering changes in economic conditions and the risk characteristics of the Company's underlying assets.

At January 31, 2021, the Company is not subject to externally imposed capital requirements, with the exception of restricted cash posted as a deposit with respect to its former oil well business.

Fair value

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - Inputs that are not based on observable market data.
 

 

p. 39


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

24. FINANCIAL RISK MANAGEMENT (continued)

The following table shows the carrying amounts of financial assets and financial liabilities by category:

    January 31,
2021
    January 31,
2020
 
Financial assets at amortized cost (1) $ 6,494,793   $ 3,565,721  
Financial liabilities at amortized cost (2) $ 29,977,530   $ 40,403,587  
Financial liabilities at fair value through profit or loss (3) $ 9,430,991   $ 3,699,152  

(1) Includes cash, restricted cash and receivables.

(2) Includes accounts payable and accrued liabilities, promissory note, convertible promissory note, convertible debentures, consideration payable, lease liabilities and debt.

(3) Includes derivative liability.

25. RELATED PARTY TRANSACTIONS

Balances due to related parties included in accounts payable, accrued liabilities, and promissory note payable at January 31, 2021 and 2020:

    January 31,
2021
    January 31,
2020
 
Due to the President and CEO(1) $ 14,369,004   $ 21,713,910  
Lease liabilities due to a company controlled by the CEO   9,539,744     3,053,929  
Lease liabilities due to SDP Development   589,328     749,766  
Due to directors and officers of the Company   -     1,476  
Due to the CFO of the Company   527     64  
  $ 24,498,603   $ 25,519,145  

(1) Due to the President and CEO consists of promissory note principal and interest and reimbursable expenses incurred in the normal course of business.

The Company had the following transactions with related parties including key management personnel during the year ended January 31, 2021 and 2020:

    Year ended January 31,  
    2021     2020  
    -$-     -$-  
             
Consulting fees paid to a director   -     38,310  
Amounts paid to CEO or companies controlled by CEO(1)   10,368,616     13,039,739  
Salary paid to key management personnel   499,710     1,131,196  
Share compensation including warrants and stock options for directors and officers   360,610     95,613  
Convertible debenture interest paid to directors and officers   18,346     27,230  
Lease payments made to SDP Development   228,192     282,896  
    11,475,474     14,614,984  

(1) Amounts paid to CEO or companies controlled by CEO consists of salary, lease payments, and promissory note principal and interest.

 

p. 40


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

25. RELATED PARTY TRANSACTIONS (continued)

On February 12, 2020, the Company amended the purchase agreement with SDP Development, of which a Director of the Company is a principal owner. The Company had agreed on February 4, 2019 (Note 3) to purchase SDP Development on October 15, 2020, which owned six real estate properties that were leased in connection with Phantom Farms' cannabis cultivation, processing and wholesale distribution operations. The aggregate purchase price was $8,010,000 payable in cash, or, at the election of the vendors, in whole or in part by the issue of 2,670,000 shares at $3.00 per common share.

On February 12, 2020 the parties agreed to the following modified terms: the Company purchased the two Southern Oregon farms from SDP Development constituting over 60 acres of real property housing the two outdoor cannabis cultivation facilities totaling 80,000 square feet of canopy, rent reduction on the three Phantom properties in Central Oregon, and a release from the obligation to purchase the sixth property in Southern Oregon. In exchange, the SDP vendors received 7,132,041 common shares of the Company with a fair value of $2,582,903. The consideration exceeded the fair market value of the land acquired and as a result, the Company recorded transaction costs of $1,204,740. The Company has three remaining leases with SDP Development. The undiscounted future cash flows for the three remaining leases total $684,576.

On November 16, 2020, the Company amended the terms of the three Nevada leases with Double G Holdings (a Company controlled by the Company's President and CEO). The term of the two dispensary leases and the warehouse lease was extended to November 30, 2027 with a right to extend for a further five years and with an annual increase to the base rent of 3% commencing January 1, 2022. The undiscounted future cash flows for all three leases including the five year extension total $16,930,437.

On August 17, 2020, the Company granted a total of 1,250,000 stock options to key management personnel to purchase common shares, exercisable on or before August 17, 2023, at an exercise price of C$0.70 per share. In connection with these options, the Company recorded share based compensation expense of $130,012 (C$174,022) in the year.

On January 28, 2021, the Company granted a total of 150,000 stock options to key management personnel to purchase common shares, exercisable on or before January 28, 2024, at an exercise price of C$1.50 per share.

On December 31, 2020, the Company granted a total of 210,800 warrants to the CEO to purchase common shares, exercisable on or before December 31, 2023, at an exercise price of C$1.00 per share. In connection with these warrants, the Company recorded share based compensation of $70,270 (C$94,057) in the year.

On January 30, 2021, the Company granted a total of 469,200 warrants to the CEO to purchase common shares, exercisable on or before January 30, 2024, at an exercise price of C$1.00 per share. In connection with these warrants, the Company recorded share based compensation of $156,243 (C$209,133) in the year.

26. CONTINGENCIES

From time to time, the Company is involved in various litigation matters arising in the ordinary course of its business. Management is of the opinion that disposition of any current matter will not have a material adverse impact on the Company's financial position, results of operations, or the ability to carry on any of its business activities.

 

p. 41


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

26. CONTINGENCIES (continued)

Legal proceedings

A complaint was filed in the Oregon State Circuit Court for Clackamas County, on April 29, 2019, by two current owners of Proudest Monkey Holdings, LLC (the former sole member of EFF) (the "Plaintiffs"), alleging contract, employment, and statutory claims with an amount in controversy of $1,837,500 against the Company, its wholly-owned subsidiaries 320204 US Holdings Corp, EFF, Swell Companies Limited, and Phantom Brands LLC, in addition to three directors, two officers, and one former employee. The Company and the other defendants wholly denied the allegations and claims made in the lawsuit and is defending the lawsuit. On June 21, 2019, the Company filed Oregon Rule of Civil Procedure (ORCP) 21 motions to dismiss all of the Plaintiffs' claims against it, its wholly-owned subsidiaries, and other defendants; on May 6, 2020, the court granted the Company's Rule 21 motion in its entirety to dismiss all of Plaintiffs' claims pursuant to Oregon Rules of Civil Procedure 21A(1). The judgment of dismissal was entered by the Clackamas County court on or about October 14, 2020.

The Company submitted a petition to recover the costs and attorney fees incurred by the Company as the prevailing party in the matter and the parties briefed and argument the petition before the Clackamas County court. On January 20, 2021, the Court ruled in the Company's favor, awarding the Company and its subsidiaries $68,195 in attorney's fees and $1,252 in costs through a supplemental judgment. On March 3, 2021, Plaintiffs filed a notice of appeal from the supplemental judgement awarding attorney fees. It is too early to predict the resolution of the appeal, however the judgment remains subject to execution at any time.

On November 12, 2020, Plaintiffs filed a notice of appeal with the appeals court administrator. The Oregon Court of Appeals assigned the case to the appellate settlement conference program, as it does in due course. It is too early to predict the resolution of the appeal. The parties have agreed to attempt to settle all of the Oregon claims through voluntary mediation, and such mediation is forthcoming and in the process of being scheduled.

On or about September 13, 2019, the Company delivered a notice to the Plaintiffs of alleged breach and default under the purchase and sale agreement, due to unlawful, intentional acts and material misrepresentations before and after the completion of the purchase. As a result of such breach, the Company denied the Plaintiffs' tender of their share payment notes in connection with the agreement. On or about October 14, 2019, Proudest Monkey Holdings, LLC and one of its current owners, sued the Company in the Supreme Court of British Columbia to compel the issuance and delivery of the subject shares, including interests and costs. In connection with the Oregon lawsuit, the Company conducted an internal investigation regarding malfeasance by the Plaintiffs (discussed more fully below under Oregon Compliance). On November 8, 2019, the Company responded and counterclaimed for general, special and punitive damages, including interest and costs, related to breach of contract, repudiation of contract, breach of indemnity and fraudulent and negligent misrepresentation by the Plaintiffs. The Company's counterclaims included the malfeasance discovered during the internal investigation. Plaintiffs filed a response to the Company's counterclaims on or about June 5, 2020 and the parties have stipulated to a form of amended pleading which includes the joinder of additional parties, an owner of PMH and EFF, and additional contract and equitable claims and damages, similar to those alleged by the Plaintiffs in the Oregon lawsuit (breach of contract, indemnity, unjust enrichment and wrongful termination claims). This action remains in the discovery stage, given that the parties have exchanged written discovery, but it remains too early to predict its resolution. The parties have agreed to attempt to settle all of the British Columbian claims through voluntary mediation, and such mediation is forthcoming and in the process of being scheduled.

 

p. 42


C21 INVESTMENTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended January 31, 2021 and 2020
(Expressed in U.S. dollars)

26. CONTINGENCIES (continued)

On or about May 30, 2019, Wallace Hill filed a civil claim in the Supreme Court of British Columbia alleging breach of contract and entitlement to 1,800,000 common shares of the Company, fully vested by March 1, 2019, and damages due to the lost opportunity to sell those shares after such date for a profit. On June 23, 2019, the Company circulated a letter to Wallace Hill terminating the agreement and accepting Wallace Hill's repudiation of the agreement based on Wallace Hill's previously published defamatory comments and termination of the agreement. Also, on June 23, 2019, the Company filed its response to the civil claim denying all claims and filed counterclaims alleging breach of contract, a declaratory judgment of termination of the agreement, defamation and an injunction from further defamatory comments. This action remains at the beginning of the discovery phase and it is too early to predict its resolution. It is noteworthy that Wallace Hill has taken no action in prosecuting its civil claim since the Company filed its counterclaims.

Earn out shares

The Company has granted the opportunity for the vendors of certain acquisitions to earn shares of the Company if certain conditions are satisfied. The earn out shares available to the vendors of Eco Firma Farms are considered to have no value. The earn out shares available to the vendors of both Swell Companies and Phantom Farms (Notes 3 and 4) are recorded as a derivative liability (Note 17).

27. RECLASSIFICATION OF COMPARATIVE FIGURES

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the Consolidated Statements of Loss and Comprehensive Loss for fiscal year ended January 31, 2020, to reclassify $184,655 from general and administration expenses to cost of sales.

28. SUBSEQUENT EVENTS

On February 4, 2021, warrants were exercised to purchase 456,100 common shares of the Company for proceeds of $535,204. Included in the above total was the purchase of 426,100 common shares of the Company by a Director of the Company.

On April 5, 2021, the Company issued 19,774 common shares to vendors of Eco Firma Farms as part of the purchase agreement dated June 13, 2018 as settlement of the share payment note, recognized as a reduction to the Company's commitment to issue shares.

On April 23, 2021, the Company closed on a purchase and sale agreement for certain assets in Oregon. This agreement was announced on January 7, 2021. As a result of the sale, the Company has disposed of all assets and liabilities classified as held for sale.

 

p. 43


 

Item 19. Exhibits

 

Exhibit Number  Name
1.1 Articles of Incorporation (incorporated by reference from our Annual Report on Form 20-F filed with the SEC on July 14, 2020)
1.2 Certificate of Incorporation and Certificates of name changes (incorporated by reference from our Annual Report on Form 20-F filed with the SEC on July 14, 2020)
2.1 Description of the Company's Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference from our Annual Report on Form 20-F filed with the SEC on July 14, 2020)
4.1 Stock Option Plan (incorporated by reference from our Annual Report on Form 20-F filed with the SEC on July 14, 2020)
4.2 Restricted Share Unit Plan (incorporated by reference from our Annual Report on Form 20-F filed with the SEC on July 14, 2020)
4.3 Consulting Services Agreement dated September 1, 2019, between the Company and CB1 Capital Advisors LLC (incorporated by reference from our Annual Report on Form 20-F filed with the SEC on July 14, 2020)
4.4 Earn-Out Share Agreement dated November 4, 2021 between the Company and certain Phantom vendors
4.5 Promissory Note to Sonny Newman dated November 16, 2020
8.1 List of Subsidiaries
12.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)
12.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)
13.1 Certificate of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
13.2 Certificate of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
15.1 Management's Discussion and Analysis for the Year Ended January 31, 2022
15.2 Change of Auditor and Notice Letters (incorporated by reference from our Form 6-K filed with the SEC on February 1, 2021)
15.3 Consent of Baker Tilly US, LLP
101.INS    Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

75


 

SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sight this Annual Report on its behalf.

  C21 Investments Inc.
     
     
  By: /s/ Sonny Newman
     
  Name: Sonny Newman
     
  Title: President and Chief Executive Officer

Date: August 15, 2022

76


EX-4.4 2 exhibit4-4.htm EXHIBIT 4.4 C21 Investments Inc.: Exhibit 4.4 - Filed by newsfilecorp.com

THIS SETTLEMENT AGREEMENT is dated effective on the 4th day of November, 2021 (the "Effective Date"),

BETWEEN:

SKYLER D. PINNICK, EDMOND F. FUNTANELLAS, ALLISTER D. SCHULTZ, TYSON J. HAWKINS, NORWAY T. PINNICK, KEVIN J. SNAVELY, RUSSELL R. ROTONDI and NOEL M. MARTIN (formerly Noel M. Pinnick), individuals resident in the State of Oregon

(the "Vendors")

AND:

C21 INVESTMENTS INC., a corporation duly incorporated under the laws of the Province of British Columbia

("C21")

AND:

320204 OREGON HOLDINGS CORP., a corporation duly incorporated under the laws of the State of Oregon

("320204")

(individually each a "Party" and collectively the "Parties")

RECITALS

WHEREAS:

A. Pursuant to a Membership Interest Purchase Agreement dated October 16, 2018, as assigned and amended by the assignment and amendment of purchase agreement dated February 1, 2019, among C21 and its assignee, 320204, as the purchaser (collectively, the "Purchaser"), and the Vendors, as vendor, inter alia (together the "Purchase Agreement"), the parties contracted for the Vendor to sell and the Purchaser to buy all of the issued and outstanding membership interests (the "Membership Interests") in each of Phantom Venture Group, LLC and Phantom Brands, LLC;

B. Pursuant to the Purchase Agreement, a portion of the aggregate purchase price payable by the Purchaser to the Vendor for the Membership Interests was to be paid by delivery to the Vendors, in their ES Proportionate Shares, of up to 4,500,000 common shares of C21 ("Common Shares") during the seven year period commencing on the Closing Date as more particularly described in Section 2.3(c) of the Purchase Agreement (the "Earnout Share Obligation"); and

C. The Vendors have agreed to accept, in full and final settlement of the Earnout Share Obligation, 1,300,000 Common Shares and to forgive the remaining part of the Earnout Share Obligation on the terms and subject to the conditions set out herein.


AGREEMENT

NOW THEREFORE in consideration of the payment of $10.00 now paid by each of the Parties to the others (the receipt and sufficiency of which is hereby acknowledged) and of the covenants and agreements herein set forth and other good and valuable consideration, the Parties covenant and agree with one another as follows:

ARTICLE 1 - DEFINITIONS

1.1 Unless the context otherwise requires, capitalized terms which are used in this Settlement Agreement ("Agreement") (including the Recitals), and not otherwise defined herein, have the meanings given to them in the Purchase Agreement.

ARTICLE 2 - TERMS AND CONDITIONS

2.1 The Recitals are incorporated herein by reference.

2.2 Subject to the conditions set out in Section 2.3 hereof, C21 agrees to issue to the Vendors, and the Vendors agree to accept, 1,300,000 fully paid and non-assessable Common Shares (the "Settlement Shares") at a deemed issue price of CAD$0.66 per share, or such other price acceptable to the Canadian Securities Exchange (the "CSE") in the proportions set out below in full and final satisfaction of the Earnout Share Obligation.

Vendor

Common Shares

SKYLER D. PINNICK

520,004

EDMOND F. FUNTANELLAS

111,428

ALLISTER D. SCHULTZ

111,428

TYSON J. HAWKINS

111,428

NORWAY T. PINNICK

111,428

KEVIN J. SNAVELY

111,428

RUSSELL R. ROTONDI

111,428

NOEL M. MARTIN

111,428

2.3 Completion of this transaction and the issuance of the Settlement Shares to the Vendor is subject to C21's receipt of applicable regulatory or stock exchange approval.

2.4 The Vendors hereby covenant with the Purchaser to accept the issuance and delivery of the Settlement Shares from the C21 in full settlement and satisfaction of the Earnout Share Obligation, and hereby covenant to absolutely release and fully discharge the Purchaser from the Earnout Share Obligation pursuant to the Purchase Agreement upon receipt thereof.

2.5 The Vendors acknowledge and agree that:

(a) the Settlement Shares are subject to a Canadian hold period and may not be traded except pursuant to available exemptions from prospectus and registration requirements of the applicable securities laws;

(b) the Settlement Shares have not been and will not be registered under the United States Securities Act of 1933, as amended;

(c) no prospectus has been filed by C21 with the British Columbia or any other securities commission in connection with the issuance of the Settlement Shares;


(d) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Settlement Shares;

(e) there are restrictions on the Vendors' ability to resell the Settlement Shares and it is the responsibility of each Vendor to find out what those restrictions are and to comply with them before selling the Settlement Shares; and

(f) the Purchaser has advised the Vendors that the Purchaser is relying on an exemption from the requirements to provide the Vendors with a prospectus and to issue securities through a person registered to sell securities under the Securities Act (British Columbia) and, as a consequence of acquiring the Settlement Shares pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia), including statutory rights of rescission or damages, will not be available to the Vendors.

2.6 The Vendor covenants and agrees that transfer restrictions on the Settlement Shares are imposed by applicable laws or requirements of securities regulatory authorities or the CSE and that certificates for the Settlement Shares will be imprinted with appropriate legends should the Purchaser deem it necessary or appropriate to do so in order to comply with the requirements of any regulatory authorities having jurisdiction over C21's securities.

2.7 The Vendors acknowledge that there are no representations or warranties given by the Purchaser or its directors or officers concerning the present or future value of the Settlement Shares.

2.8 C21 confirms that there are no current discussions, negotiations, representations, or commitments with any third-party, including C21's financial consultants, that contemplate any financing or transaction which would result in the acquisition or issuance of C21 shares at a price at or above CAD$3.00 per share.

ARTICLE 3- MUTUAL RELEASE

3.1 In consideration of the execution by each Party of this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Party on behalf of itself and its respective subsidiaries, partners, agents, successors, assigns, heirs, administrators, officers, directors, employees executors, and attorneys ("Affiliates") hereby forever and finally releases, relieves, acquits, absolves and discharges the other Party and their Affiliates from all manner of actions, causes of action, claims or demands, loss or injury, suits, debts, sums of money, indemnity, expenses, interest, costs, damages and claims of any and every kind and nature whatsoever, at law or in equity and howsoever arising, past, present or future  that they may have against the other party and their Affiliates, including without limitation claims for indemnification, based upon, related to, or by reason of any matter, cause, fact, act or omission occurring or arising at any moment out of the Earnout Share Obligation. This release includes, but is not limited to, any and all alleged claims under common law, public policy, contracts (whether oral or written, express or implied) or tort law, or any other provincial, state or federal law or regulation having any bearing whatsoever on the Earnout Share Obligation.

ARTICLE 4- MISCELLANEOUS

4.1 The Parties hereby represent and warrant that the undersigned have the legal authority to enter into this Agreement and bind the Parties.


4.2 This Agreement supersedes all previous written and oral agreements, understandings or discussions relating to the subject matter of this Agreement.

4.3 This Agreement will enure to the benefit of and be binding upon the Parties and their respective successors and assigns.

4.4 The Parties will sign other documents and take other actions reasonably necessary to further effect and evidence this Agreement.

4.5 This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, and the parties irrevocably attorn and submit to the jurisdiction of the courts of the Province of British Columbia, Canada with respect to any dispute related to this Agreement. 

4.6 This Agreement may be executed in one or more counterparts (including by facsimile, .PDF or other electronic method), each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.

[signature page follows]


IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed as of the Effective Date first written above.

 

C21 INVESTMENTS INC.

Per: _"Michael Kidd"_______________

Name: Michael Kidd      

Title: Director and CFO

 

320204 OREGON HOLDINGS CORP.

 

Per: __"Michael Kidd"___________

Name: Michael Kidd 

Title: President

 

"Edmond Funtanellas"

 

"Skyler Pinnick"

EDMOND F. FUNTANELLAS

 

SKYLER D. PINNICK

 

 

 

 

 

 

 

 

 

"Tyson Hawkins"

 

"Russell Rotondi"

TYSON J. HAWKINS

 

RUSSELL R. ROTONDI

 

 

 

 

 

 

 

 

 

"Noel Martin"

 

"Allister Schultz"

NOEL M. MARTIN

 

ALLISTER D. SCHULTZ

 

 

 

 

 

 

 

 

 

"Norway Pinnick"

 

"Kevin Snavely"

NORWAY T. PINNICK

 

KEVIN J. SNAVELY


 


EX-4.5 3 exhibit4-5.htm EXHIBIT 4.5 C21 Investments Inc.: Exhibit 4.5 - Filed by newsfilecorp.com

C21 INVESTMENTS INC.

November 16, 2020

Sonny Newman

9455 Double R Blvd.

Reno, NV 89521

Double G Holdings, LLC

9455 Double R Blvd.

Reno, NV 89521

NewJohn, LLC

9455 Double R Blvd.

Reno, NV 89521

Dear Sonny:

Re: Amendments to $30,000,000 Secured Promissory Note (the "Note") dated January 15, 2019 made by C21 Investments Inc. ("C21") and 320204 Nevada Holdings Corp. ("320204" and with C21, the "Company") in favour of Sonny Newman ("Newman"), as amended, issued pursuant to an Amended and Restated Membership Interest Purchase Agreement dated September 7, 2018, as amended and assigned on January 15, 2019, whereby the Company purchased all of the units of Silver State Relief, LLC ("SSR") and Silver State Cultivation, LLC ("SSC");

And Re: Amendments to Lease Agreement dated January 1, 2019 between Double G Holdings, LLC ("Double G"), as landlord, and SSC, as tenant, as amended (the "Warehouse Lease") in respect of certain premises located at 240 S. Stanford Way, Sparks, Nevada;

And Re: Amendments to Lease Agreement dated January 1, 2019 between Double G, as landlord, and SSR, as tenant, as amended (the "Dispensary Lease") in respect of certain premises located at 175 E. Greg Street, Sparks, Nevada;

And Re: Amendments to Lease Agreement dated December 12, 2018 between NewJohn, LLC, as landlord, and 320204, as tenant, as amended (the "Fernley Lease") in respect of certain premises located at 1301 Financial Way, Fernley Nevada.

RECITALS

A. The parties to this letter agreement wish to amend, ratify and confirm the terms of the Note, the Warehouse Lease, the Dispensary Lease and the Fernley Lease as applicable between them, as set forth below.

AGREEMENT

In consideration of the sum of $10 now paid by each of the parties to the others, the receipt and sufficiency of which are hereby acknowledged, the parties to this letter agreement hereby agree as follows:


1. The Recitals are incorporated herein by reference.

2. All dollar amounts herein are in US Dollars.

3. The principal amount outstanding under the Note as at date of this Agreement is $15,200,000.00 and unpaid interest is accrued thereon from November 1, 2020 at the rate of 9.5% per annum.

4. Newman and the Company hereby amend the Note and agree as follows:

(a) subject to paragraph (b) below, the principal amount of the Note shall be paid in thirty (30) equal monthly installments of $506,666.67 each, commencing on December 1, 2020 and continuing on the first day of each month thereafter until the entire principal amount has been paid; and

(b) notwithstanding the foregoing, if required by Newman, the Company shall pay up to 30% of the net proceeds of any new debt or equity issue by the Company on account of the principal amount of the Note.

(c) interest shall continue to accrue on the outstanding principal balance under the Note from time to time at the rate of 9.5% per annum, based on a 365-day year, and that payments of such interest shall  be made monthly in arrears; and

(d) all terms and provisions of the Note are hereby ratified and confirmed, save and except as amended hereby.

5. Double G and SSC hereby amend the Warehouse Lease and agree as follows:

(a) the Term (as defined in the Warehouse Lease) is extended until November 30, 2027; provided however that the tenant shall have a right to extend the Term of the Lease for a further five (5) years on the same terms and provisions, save and except that there shall be no further right of extension;

(b) commencing December 1, 2020, the Base Rent (as defined in the Warehouse Lease) shall be $58,000 per month, with an annual increase commencing on January 1, 2022 and continuing on each subsequent January 1 throughout the Term, at the rate of 3% per annum; and

(c) all terms and provisions of the Warehouse Lease are hereby ratified and confirmed, save and except as amended hereby.

6. Double G and SSR hereby amend the Dispensary Lease and agree as follows:

(a) the Term (as defined in the Dispensary Lease) is extended until November 30, 2027; provided however that the tenant shall have a right to extend the Term of the Lease for a further five (5) years on the same terms and provisions, save and except that there shall be no further right of extension;


(b) commencing December 1, 2020, the Base Rent (as defined in the Dispensary Lease) shall be $24,000 per month, with an annual increase commencing on January 1, 2022 and continuing on each subsequent January 1 throughout the Term, at the rate of 3% per annum;

(c) Section 23 is hereby deleted; and

(d) all terms and provisions of the Dispensary Lease are hereby ratified and confirmed, save and except as amended hereby.

7. NewJohn and 320204 hereby amend the Fernley Lease and agree as follows:

(a) the Term (as defined in the Fernley Lease) is extended until November 30, 2027; provided however that the tenant shall have a right to extend the Term of the Lease for a further five (5) years on the same terms and provisions, save and except that there shall be no further right of extension;

(b) commencing December 1, 2020, the Base Rent (as defined in the Fernley Lease) shall be $18,000 per month, with an annual increase commencing on January 1, 2022 and continuing on each subsequent January 1 throughout the Term, at the rate of 3% per annum;

(c) Section 23 is hereby deleted; and

(d) all terms and provisions of the Fernley Lease are hereby ratified and confirmed, save and except as amended hereby.

8. At any time, at your request, the Company, SSR and SSC will execute such further assurances of the foregoing as you may require, including without limitation, amended and restated instruments in writing consolidating all agreed amendments.

Please acknowledge your consent and agreement to the forgoing by signing a copy of this Letter Agreement in the space provided below and returning a copy to us.

[signature pages follow]


Yours truly,

C21 INVESTMENTS INC.

"Michael Kidd"

Per:  _______________________________

Michael Kidd, CFO

Per:  "Bruce Macdonald"____________________

Bruce Macdonald, Director

 

320204 NEVADA HOLDINGS CORP.

By:       "Michael Kidd"                                                        

Michael Kidd, Secretary

By:   "Michael Kidd"                                          

Michael Kidd, Director

 

SILVER STATE CULTIVATION, LLC

By:  320204 Nevada Holdings Corp.

Its: Managing Member

 By:       "Michael Kidd"                                                        

Michael Kidd, Secretary

By:   "Michael Kidd"                                                        

Michael Kidd, Director

 

SILVER STATE RELIEF, LLC

By:  320204 Nevada Holdings Corp.

Its: Managing Member

 By:       "Michael Kidd"                                                        

Michael Kidd, Secretary

By:   "Michael Kidd"                                                        

Michael Kidd, Director


The foregoing is acknowledged and agreed to by the undersigned as of the 16th day of November, 2020.

"Sonny Newman"

                                                              

SONNY NEWMAN

 

NEWJOHN LLC

By:  ___"Sonny Newman"

                                            

Sonny L. Newman, Owner

 

DOUBLE G HOLDINGS, LLC

By:  ___"Sonny Newman"

                                            

Sonny L. Newman, Owner


EX-8.1 4 exhibit8-1.htm EXHIBIT 8.1 C21 Investments Inc.: Exhibit 8.1 - Filed by newsfilecorp.com

LIST OF SUBSIDIARIES

As of the date of the Annual Report on Form 20-F of which this Exhibit 8.1 is a part, the following is a list of C21 Investments Inc.'s subsidiaries:

Name of Subsidiary

Country of
Incorporation

Percentage
Ownership

Functional
Currency

Principal Activity

320204 US Holdings Corp.

USA

100%

USD

Holding Company

320204 Oregon Holdings Corp.

USA

100%

USD

Holding Company

320204 Nevada Holdings Corp.

USA

100%

USD

Holding Company

320204 Re Holdings, LLC

USA

100%

USD

Holding Company

Eco Firma Farms LLC

USA

100%

USD

Cannabis producer

Silver State Cultivation LLC

USA

100%

USD

Cannabis producer

Silver State Relief LLC

USA

100%

USD

Cannabis retailer

Phantom Venture Group, LLC

USA

100%

USD

Holding Company

Phantom Brands, LLC

USA

100%

USD

Holding Company

Phantom Distribution, LLC

USA

100%

USD

Cannabis distributor

63353 Bend, LLC

USA

100%

USD

Cannabis producer

20727-4 Bend, LLC

USA

100%

USD

Cannabis processor

4964 BFH, LLC

USA

100%

USD

Cannabis producer

Workforce Concepts 21, Inc.

USA

100%

USD

Payroll and benefits services



EX-12.1 5 exhibit12-1.htm EXHIBIT 12.1 C21 Investments Inc.: Exhibit 12.1 - Filed by newsfilecorp.com

Exhibit 12.1

CERTIFICATION REQUIRED BY RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Sonny Newman, certify that:

1. I have reviewed this annual report on Form 20-F of C21 Investments Inc. (the "Issuer");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer as of, and for, the periods presented in this report;

4. The Issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Issuer and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the Issuer's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Issuer's internal control over financial reporting.

5. The Issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Issuer's auditor and the audit committee of the Issuer's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Issuer's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Issuer's internal control over financial reporting.

Date: August 15, 2022

By:

/s/ Sonny Newman                                        
Sonny Newman
President and Chief Executive Officer

(Principal Executive Officer)



EX-12.2 6 exhibit12-2.htm EXHIBIT 12.2 C21 Investments Inc.: Exhibit 12.2 - Filed by newsfilecorp.com

Exhibit 12.2

CERTIFICATION REQUIRED BY RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Michael Kidd, certify that:

1. I have reviewed this annual report on Form 20-F of C21 Investments Inc. (the "Issuer");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer as of, and for, the periods presented in this report;

4. The Issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the Issuer's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Issuer's internal control over financial reporting.

5. The Issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Issuer's auditor and the audit committee of the Issuer's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Issuer's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Issuer's internal control over financial reporting.


Date: August 15, 2022

By:

/s/ Michael Kidd                                        
Michael Kidd
Chief Financial Officer and Director

(Principal Financial and Accounting Officer)



EX-13.1 7 exhibit13-1.htm EXHIBIT 13.1 C21 Investments Inc.: Exhibit 13.1 - Filed by newsfilecorp.com

Exhibit 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of C21 Investments Inc. (the "Company") on Form 20-F for the period ended January 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Sonny Newman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 (2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 15, 2022 /s/ Sonny Newman
  Sonny Newman
  President and Chief Executive Officer
  (Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to C21 Investments Inc. and will be retained by C21 Investments Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


EX-13.2 8 exhibit13-2.htm EXHIBIT 13.2 C21 Investments Inc.: Exhibit 13.2 - Filed by newsfilecorp.com

Exhibit 13.2

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of C21 Investments Inc. (the "Company") on Form 20-F for the period ended January 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael Kidd, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 (2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 15, 2022 /s/ Michael Kidd
  Michael Kidd
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to C21 Investments Inc. and will be retained by C21 Investments Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


EX-15.1 9 exhibit15-1.htm EXHIBIT 15.1 C21 Investments Inc.: Exhibit 15.1 - Filed by newsfilecorp.com

 

 

 

C21 INVESTMENTS INC.

 

 

 

Management's Discussion and Analysis

For the Year Ended January 31, 2022

(Expressed in U.S. Dollars)

 


GENERAL

C21 Investments Inc. (the "Company", "C21", "we", "us" and "our") was incorporated in the Province of British Columbia under the Company Act (British Columbia) on January 15, 1987 as Empire Creek Mines Inc. On May 11, 1987, the Company changed its name to Curlew Lake Resources Inc. Effective November 24, 2017, the Company changed its name to C21 Investments Inc. On June 15, 2018, the Company's common shares (the "Common Shares") were delisted from the TSX Venture Exchange and on June 18, 2018, the Common Shares commenced trading on the Canadian Securities Exchange ("CSE") under the symbol CXXI. The Company registered its Common Shares in the United States ("U.S.") and on May 6, 2019, its Common Shares were cleared by the Financial Industry Regulatory Authority for trading on the OTC Markets platform under the U.S. trading symbol CXXIF. On August 23, 2019 the Company announced it had been approved for trading on the OTCQB Venture Market, and on September 28, 2020 the Company commenced trading on the OTCQX Best Market. 

This Management's Discussion and Analysis ("MD&A") covers the operations of the Company for the year ended January 31, 2022.  The MD&A should be read in conjunction with the Company's audited consolidated financial statements and accompanying notes for the year ended January 31, 2022. All inter-company balances and transactions have been eliminated upon consolidation.  The Company's financial statements are prepared in accordance accounting principles generally accepted in the United States of America ("GAAP"). Financial information presented in this MD&A is presented in United States dollars ("$" or "US$"), unless otherwise indicated.

The Company's audited consolidated financial statements for the years ended January 31, 2022 and 2021, were authorized for issuance on August 15, 2022 by the Board.

This MD&A is prepared and dated August 15, 2022.

Additional information related to the Company is available for viewing on SEDAR at www.sedar.com or the Company website at www.cxxi.ca.

 

DESCRIPTION OF BUSINESS

The Company is a vertically integrated cannabis company that cultivates, processes, distributes and sells quality cannabis and hemp-derived consumer products in the United States. The Company is focused on value creation through the disciplined acquisition and integration of core retail, manufacturing, and distribution assets in strategic markets; leveraging industry-leading retail revenues together with high-growth potential and multi-market branded consumer packaged goods ("CPG").

The Company focuses on scalable opportunities in key markets that take advantage of its core competencies, including: (i) retail operational excellence and expanding its retail footprint through value-add acquisitions in existing markets, and (ii) branded CPG expansion through both captive retail and wholesale channels. The Company focuses on acquiring businesses that provide immediate contribution to overall profitability, or have a path to profitability within twelve months, where it can leverage existing assets, brands, and domain expertise.

The Company currently holds licenses in Nevada spanning the entire cannabis supply chain and in Oregon.  With the winding down and sale of our Oregon operations, the Company presents the Oregon operations now as 'held for sale' on the Balance Sheet and as 'discontinued operations' in the Income Statement.

The Company is operated by a management team that has significant professional experience, including deep experience both within the cannabis industry and other fast-paced growth industries like technology and venture capital.  Management also includes experts from more traditional industries like forestry, manufacturing, real estate, and capital markets.


Strategic Focus and Growth

Our flagship operation in Reno, Nevada under the Silver State Relief brand continues its strong financial performance generating healthy cash flow and satisfied customers.  Building around this strong core we have accomplished much in the past 12 months.

- Executed on our capital expansion program in Nevada which included new grow rooms and upgraded lighting in the existing rooms, building out an additional 15,000 sq ft of space (canopy added of 4,800 sq ft).  The new rooms together with yield gains from the lighting has doubled the production of high-quality flower to 8,200 lbs/year.  Total built out space is now 37,000 sq ft. This project, including the lighting retrofit completed in April 2022, cost $3.0 million.

- An additional 30,000 sq ft of cultivation to be built out on expansion of Nevada retail footprint would produce an additional 6,000 lbs/year of high-quality flower. 

- Paid down the $30 million secured promissory note (the "Newman Note") owing to the Company's President and Chief Executive Officer to a balance of $8.1 million as at January 31, 2022 ($14.2 million as at January 31, 2021).  The balance of the Newman Note is $4.6 million as at August 2, 2022.

- Continuing to pay down our prior year 280E encumbered corporate income taxes. The balance owing at January 31, 2022, is $3.7 million.  A total of $3.1 million was paid down during the year.

The Company's strategic Initiatives over the next 12 months include extending our Nevada retail footprint where we have a proven track record of success, continuing our disciplined approach to growth and financing, and internally producing product to expand our Nevada retail footprint, which includes the expansion of our Nevada cultivation operations. 

The Company has changed from International Financial Reporting Standards to GAAP, which has been applied retrospectively back to February 1, 2020.  Therefore, all the figures and comparative figures in the financial statements and in this MD&A were prepared in GAAP.

With the issuance of the January 31, 2022, financial statements, the Oregon operations are presented as discontinued operations.  This treatment is applied retrospectively back to February 1, 2020.  As such, the revenue and expenses of the Company now include only the Nevada operations. 

FYE 2022 Key Developments

  • On January 19, 2022, the Company announced the divestment of certain non-core assets in Oregon.  The Company signed a binding agreement to sell its real property in Southern Oregon and associated licenses and equipment for $2.0 million.
  • On November 18, 2021, the Company announced results from its first harvest from the expanded cultivation facility in Nevada, including an increase in flower yields.  The increase in flower yields has now reached 46%. The Company will use the expanded grow to increase in-house offerings, as well as take advantage of wholesale opportunities in the market.  Given the higher production yields from its new grow rooms, we have undertaken to retrofit lighting in our original grow rooms beginning in January 2022. 
  • On November 18, 2021, the Company announced entering into an agreement (the "Earn-Out Share Agreement") in connection with the entitlements of certain Phantom vendors to receive up to a maximum of 4,500,000 Common Shares (the "Phantom Earn-Out Shares"), the delivery of which was dependent on certain triggers, including various price targets as well as any change of control of C21. Pursuant to the Earn-Out Share Agreement, individuals who were entitled to receive 4,500,000 Earn-Out Shares agreed to collectively receive 1,300,000 million Common Shares in exchange for their entitlement to receive the Phantom Earn-Out Shares (the "Settlement Transaction"). The Settlement Transaction closed on January 24, 2022. 
  • On November 18, 2021, the Company announced the transition to GAAP starting with its fiscal year end January 31, 2022. 
  • On September 28, 2021, the Company announced that Phase 1 of the Nevada cultivation build out was completed on budget with the first harvest in October 2021.

NEVADA

The Company acquired Silver State Relief and Silver State Cultivation on January 1, 2019.  The Nevada business operates in Sparks and Fernley, Nevada, and is the flagship operation of C21. 

CULTIVATION, PROCESSING AND WHOLESALE

Through Silver State Cultivation in Nevada, the Company operates its recently expanded indoor cultivation and processing out of a 104,000 square foot facility now with 37,000 square feet of cultivation and 1,200 square feet dedicated to volatile extraction.  Silver State has expanded production up to 11,700 pounds of biomass with flower of 8,200 pounds and trim 3,400 pounds annually.  More than half of this expanded production will be sold within the Company's Silver State Relief dispensaries.

The Company's extraction processing supports branded CPG in both captive retail and wholesale channels.  Silver State manufactures Hood Oil cartridges, Phantom Farms pre-rolls, and flower strains, together with the Silver State branded products which include Flower, pre-rolls, and concentrates.  These in-house brands make up over 60% of sales in the dispensaries.  Wholesale sales amounted to $0.6 million in sales during the year ended January 31, 2022 ($0.6 million in prior year). 

RETAIL

The Company operates two dispensaries, an 8,000-square foot retail dispensary, located in Sparks, and a 6,000-square foot dispensary located in Fernley, Nevada collectively servicing a total of more than 125,000 recreational and medical cannabis customers per quarter, with over 700 SKUs in each store and averaging just under $60.00 per transaction.  As the novel coronavirus ("COVID-19") restrictions have eased in the past 12 months, the Nevada industry has seen sales slow since a peak in March/April 2021.  Silver State had total retail sales of $32.4 million during the year ended January 31, 2022 as compared to $32.9 million in the prior year.

Consistent quality, market-leading pricing, and superior customer service have translated into sales per square foot of ($2,684/sq. ft. in Q4). Likewise, because of its substantial purchasing leverage, Silver State Relief consistently offers customers among the lowest prices within the state. The Sparks dispensary captured 16% of Washoe County, Nevada sales during Q4-2022, and sales from Silver State Relief represented 3.4% of the entire Nevada market, with more than 1,400 customer transactions per day.

Despite COVID-19 closures and phased re-openings in 2020, the Company's Nevada businesses are operating normally, at 100% occupancy at the present. However, the Company continues to closely monitor the ongoing COVID-19 pandemic and its continuing impact on the global economy and the retail sector, in particular.


RESULTS OF OPERATIONS

Summary derived from the Company's audited consolidated financial statements:

PROFIT AND LOSS   3 months ended January 31,     12 months ended January 31,  
    2022     2021     2022     2021  
Revenue $ 7,654,566   $           8,811,046   $ 32,982,976   $         33,466,063  
Inventory expensed to cost of sales   3,687,256     3,720,752     14,172,991     15,418,717  
Gross profit   3,967,310     5,090,294     18,809,985     18,047,346  
    51.8%     57.8%     57.0%     53.9%  
Expenses                        
General and administration   1,681,043     1,709,814     6,733,113     6,303,700  
Sales, marketing, and promotion   23,611     27,737     83,770     138,547  
Operating lease cost   147,844     142,849     591,376     549,031  
Depreciation and amortization   319,445     318,863     1,280,446     1,321,686  
Share based compensation   44,902     97,327     366,469     494,435  
Total expenses   2,216,845     2,296,590     9,055,174     8,807,399  
                         
Income from operations   1,750,465     2,793,704     9,754,811     9,239,947  
Other items                        
Interest expense   (206,116 )   (2,572,905 )   (1,077,068 )   (3,931,570 )
Accretion expense   -     (263,698 )   (230,462 )   (1,220,896 )
Other Income (loss)   (29,268 )   (5,315 )   108,470     35,275  
Change in fair value of derivative liabilities   315,943     (6,047,489 )   8,576,290     (5,756,195 )
                         
Income (loss) before undernoted   1,831,024     (6,095,703 )   17,132,041     (1,633,439 )
Net income (loss) from discontinued operations   (1,914,577 )   170,228     (2,242,644 )   (3,228,056 )
Provision for income taxes   (948,152 )   (1,388,709 )   (3,973,246 )   (2,968,133 )
Net income (loss) $ (1,031,705 )   (7,314,184 )   10,916,151     (7,829,628 )
                         
Cumulative translation adjustment   87,439     (122,547 )   (766,841 )   (613,609 )
Income (loss) and comprehensive income (loss) for the period   (944,266 )   (7,436,731 )   10,149,310     (8,443,237 )

The Company has adopted GAAP as of Jan 31, 2022.  All the current and comparative figures are in GAAP.

"Revenue" includes retail revenues from our two stores and wholesale revenue from our cultivation operations.  Financial Year ("FY") 2022 revenues decreased versus FY 2021 by 1.4% to $33.0 million.  For the fourth quarter ("Q4") 2022, revenue decreased versus Q4 2021 by 13% to $7.7 million consistent with industry trends since the easing of pandemic restrictions.  This trend is consistent with the Nevada industry figures.   

"Cost of Sales" includes the costs directly attributable to cultivating and processing cannabis plus the cost of product purchases from third parties, for sale in our stores.  With the expansion of our cultivation facility our cost of production has started to come down due to economies of scale.  We use an average costing model which captures and averages costs over several quarters. 

"Gross profit" rose in FY 2022 versus FY 2021 from 54% to 57%, mainly due to strong demand in the first half of FY 2022.  The Q4 FY 2022 gross profit fell versus Q4 2021 from 58% to 52% due to the current market weakness.   

"Income from operations" for FY 2022 increased to $9.8 million, up 6% versus FY 2021 of $9.2 million.  Q4 2022 was $1.8 million versus 2.8 million in Q4 2021. 


Expenses

"General and administration" includes all overhead costs that have not otherwise been allocated to cost of sales.  These include salaries and wages, professional fees including legal and accounting, insurance and some local taxes.  FY 2022 costs increased by $429,412 as compared to FY 2021 due to $229,069 of one-time professional fees in Q3 2022 which were incurred and written off. These expenses have fallen $28,771 in Q4 2022 versus Q4 2021. 

"Operating lease cost" is the cost of our leases not included in cost of sales and was $591,376 in FY 2022 versus $549,031 in FY 2021, and $147,844 in Q4 2022 versus $142,849 in Q4 2021.

"Depreciation and amortization" include provisions for fixed assets and intangibles not included in cost of sales.  The total depreciation and amortization in FY2022 was $1.28 million versus $1.32 million in FY 2021.  In Q4 2022, depreciation and amortization was $319,445 versus 318,863 in Q4 2021.   

"Share based compensation" is a non-cash item and reflects the issuance of stock options to employees, officers and directors. 

Other Items

"Interest expense" in FY 2022 was $1.1 million versus $4.0 million in FY 2021. In Q4 2022, interest expense was $206,116 versus $2.6 million in Q4 2021.

"Change in fair value of derivative liabilities" is a periodic revaluation of the earn out shares outstanding to vendors of businesses purchased by the Company.  These earn out shares are revalued using a Monte Carlo simulation.  The fair value of this liability will increase with an increase in the stock price of the Company and vice-versa.  The change in fair value must be recorded through the Company's profit or loss statement.  As a result, a share price increase period-over-period, will result in a reduction in net income and vice-versa.  In Q4 2022, the Company closed the Settlement Transaction by the issuance of 1.3 million Phantom Earn-Out Shares.  The Swell Earn-Out Share obligation currently remains outstanding.  This also includes smaller amounts related to the derivative value of convertible and promissory notes.

"Net income (loss) from discontinued operations" the Company has classified all figures pertaining to its Oregon operations to 'discontinued operations' as of the issuance of the financial statements for the year ended January 31, 2022.  The revenues and expenses pertaining to the Oregon operations are now all shown here.  This treatment has been applied to all the current and comparative figures above.  The effect of this is to lower our revenues and increase our gross profit, income from operations, and Net income.  Discontinued operations had loss of $2.2 million in FY 2022 versus a loss of $3.2 million in FY 2021. There was a loss of $1.9 million in Q4 2022 versus income of $170,228 in Q4 2021.  The loss in Q4 2022 includes write-downs of inventory being liquidated upon the closing of Oregon operations.

"Provision for income taxes" for FY 2022 of $4.0 million is up compared to the previous year due to increased taxable income, FY 2021 of $3.0 million.   

"Other comprehensive income (loss)," specifically the cumulative translation adjustment, comes about in GAAP when translating the balances between the parent company (investments made in C$) and the US subsidiaries (US$). These foreign exchange gains or losses at each reporting date result from the translation of C$ amounts to US$ (which is our reporting currency).   


Nevada Dispensary Statistics

The table below highlights two metrics for dispensary performance, the average dollars spent by customers in our stores ($/transaction) and the average sales per day (Sales $000/day).

    Year ended Jan 31, 2022     Year ended January 31, 2021  
    Q4     Q3     Q2     Q1     Q4     Q3     Q2     Q1  
                                                 
$/transaction $ 57.5   $ 59.4   $ 59.9   $ 61.5   $ 59.7   $ 57.2   $ 63.3   $ 61.7  
                                                 
Sales $000/day  $ 82.0   $ 85.5   $ 91.4   $ 98.6   $ 95.2   $ 96.5   $ 92.7   $ 76.8  

The current drop in our sales metrics since March 2021 is consistent with industry trends; the State of Nevada has reported a 20% drop in cannabis sales from March 2021 to January 2022, and other Western USA states have seen similar drops. This reflects more distributed customer discretionary spending while COVID-19 restrictions and stimulus eased, as well as increased local competition.  Currently, delivery and curbside pick-up account for about 21% of transactions and 25% of revenue.

ADJUSTED EBITDA  
    Three months ended January 31     Twelve months ended January 31  
    2022     2021     2022     2021  
Net Income (loss) $ (1,031,705 ) $ (7,314,184 ) $ 10,916,151   $ (7,829,628 )
                         
Interest expenses, net   206,116     2,836,603     1,307,530     5,152,466  
Provision for income taxes   948,152     1,388,709     3,973,246     2,968,133  
Depreciation and amortization   319,445     318,863     1,280,446     1,321,686  
Depreciation and interest in cost of sales   203,093     194,655     812,368     732,060  
EBITDA $ 645,101   $ (2,575,354 ) $ 18,289,741   $ 2,344,717  
Change in fair value of derivative liabilities   (315,943 )   6,047,489     (8,576,290 )   5,756,195  
Share based compensation   44,902     97,327     366,469     494,435  
Loss from discontinued operations   1,914,577     (170,228 )   2,242,644     3,228,056  
One-time Special project costs   -     -     229,069     -  
Other gain/loss   29,268     5,315     (108,470 )   (35,275 )
Adjusted EBITDA $ 2,317,905   $ 3,404,549   $ 12,443,163   $ 11,788,128  

Non-GAAP Financial Measures

"Adjusted EBITDA" is supplemental, non-GAAP financial measures. The Company defines EBITDA as earnings before depreciation and amortization, depreciation and interest in cost of sales, income taxes, and interest. Additionally, the Company's Adjusted EBITDA presented above excludes accretion, loss from discontinued operations, one-time transaction costs and all other non-cash items. The Company has presented "Adjusted EBITDA" because its management believes it is a useful measures for investors when assessing and considering the Company's continuing operations and prospects for the future.  Furthermore, "Adjusted EBITDA" is a commonly used measurement in the financial community when evaluating the market value of similar companies.  "Adjusted EBITDA" is not a measure of performance calculated in accordance with GAAP, and these metrics should not be considered in isolation of, or as a substitute for, the measurement of the Company's performance prepared in accordance with GAAP. "Adjusted EBITDA," as calculated and reconciled in the table above, may not be comparable to similarly titled measurements used by other issuers and is not necessarily a measure of the Company's ability to fund its cash needs.  Figures have been restated to match current presentation.


SELECTED QUARTERLY INFORMATION

The following table summarizes selected consolidated financial information of the Company for the preceding eight quarters.

SUMMARY OF QUARTERLY RESULTS                        
    31-Jan-22     31-Oct-21     31-Jul-21     30-Apr-21  
Total assets $ 61,853,474   $ 64,315,094     65,317,561     66,261,274  
Working capital (deficiency) $ (4,444,076 ) $ (5,133,865 )   (4,632,617 )   (4,014,559 )
Shareholders' equity (deficiency) $ 34,983,192   $ 35,204,614     32,321,225     28,043,749  
Revenue $ 7,654,566   $ 7,938,188   $ 8,592,872   $ 8,797,350  
Net income (loss) $ (944,266 ) $ 2,815,995   $ 3,947,598   $ 4,329,983  
Net income (loss) per share   (0.01 )   0.02     0.03     0.04  
    31-Jan-21     31-Oct-20     31-Jul-20     30-Apr-20  
Total assets $ 66,819,464     59,614,191     59,517,840     58,005,137  
Working capital (deficiency) $ (3,914,024 )   (26,298,511 )   (30,181,880 )   (30,560,884 )
Shareholders' equity (deficiency) $ 23,256,148     16,384,432     13,776,062     13,890,707  
Revenue $ 8,811,046     8,994,301     8,547,532     7,113,184  
Net income (loss) $ (7,436,731 )   1,511,568     (141,696 )   (2,376,378 )
Net income (loss) per share   (0.08 )   0.02     (0.00 )   (0.02 )

Year ended January 31, 2022

Total assets decreased slightly during the year. Small increase in fixed assets from the $2.6m capital project in cultivation grow rooms in Nevada, increase in inventory resulting from the expansion and a decrease in cash. 

Working capital deficiency fell slightly to $4.4 million during the year, operations cash flow was offset by debt and interest payments.  Cash of $2.6 million was spent on the capital project.

Shareholders equity improved from $23.3 million to $35.0 million during the year.  Income added $10.9 million, common stock added $1.6 million.

Revenue and Net income discussed earlier in Results of operations

Year ended January 31, 2021

Total assets increased from $59.3 million to $68.8 million during the year. Increase in net cash of $3.1 million.  Right of Use assets increased from $3.3 million to $9.3 million due to the renegotiation of certain leases including extending the term. 

Working capital deficiency fell from $30.9 million to $3.9 million during the year.  We termed out a maturing promissory note 30 months which resulted in an improvement of $9.7 million.  Entering into a debenture backstop agreement with investors which resulted in the conversion to common shares of almost all the maturing convertible debentures (debt reduced by $6.6 million).  The debenture backstop agreement may have helped the share price rise, which caused investors to exercise warrant debentures which resulted in the realization of $5.5 million in cash. 

Shareholders equity improved from $13.6 million to $23.3 million during the year.  Net loss of $7.9 million, offset by common stock added $18.1 million mainly from the conversion of debentures to common shares.

Revenue and Net income discussed earlier in Results of operations


COVID-19 GLOBAL PANDEMIC

On March 11, 2020, the World Health Organization ("WHO") declared the novel coronavirus contagious disease outbreak and related adverse public health developments ("COVID-19") a global pandemic and recommended containment and mitigation measures worldwide. While the continued severity of the pandemic and its impact on the economic environment is uncertain, the Company continues to monitor its status closely. The Company's priority during the COVID-19 pandemic is the protection and safety of its employees and customers and it continues to follow the recommended guidelines of applicable government and health authorities. Despite being deemed as an essential retailer in its core markets, the Company experienced a negative impact on FY 2022 sales in certain markets.

COVID-19 may continue to materially impact the Company, including its ability, and the ability of its suppliers and distributors, to effectively manage the restrictions, limitations and health issues presented by the COVID-19 pandemic, the ability to continue its production, distribution and wholesale sale of its products and the demand for and use of its products by consumers, disruptions to the global and local economies due to related stay-at-home orders, quarantine policies and restrictions on travel, trade and business operations and a reduction in discretionary consumer spending.  The Company continues to closely monitor the ongoing impacts of COVID-19, in particular regarding the global supply chain and the retail sector.

The Company takes all reasonable steps to ensure staff are appropriately informed and trained to promote a culture of health, safety, and continuous improvement, especially during these difficult times for public health and safety due to the COVID-19 pandemic.  Wherever possible, the Company will continue to adopt generally accepted health and safety best practices from non-cannabis-related industries and follows all health and safety guidelines issued by the United States Centers for Disease Control and all orders from relevant provincial, state and local jurisdictions and authorities.

SHARE CAPITAL

The Company is authorized to issue an unlimited number of Common Shares.

As of January 31, 2022, there were:

- 120,047,814 Common Shares issued and outstanding;

- 5,615,000 options outstanding to purchase Common Shares, of which 4,263,333 options had vested; 

- 3,240,000 warrants outstanding to purchase Common Shares; and

- no restricted share units ("RSUs") outstanding to purchase Common Shares.

As of August 15, 2022 (the date of this MD&A) the Company had the following securities outstanding:

Type of Security Number outstanding
Common Shares 120,047,814
Stock Options 5,755,000
Warrants 3,240,000
Acquisition shares 793,093
  129,835,907

OVERALL PERFORMANCE

FACTORS AFFECTING PERFORMANCE:

EMPLOYEES

The Company's employees are highly talented individuals who have educational achievements ranging from Ph.D., Masters, and undergraduate degrees in a wide range of disciplines, as well as staff who have been trained on the job to uphold the highest standards as set by the Company. The Company hires and promotes individuals who are best qualified for each position, priding itself on using a process that identifies people who are trainable, cooperative and share the Company's core values.


The Company takes all reasonable steps to ensure staff are appropriately informed and trained to ensure a culture of health, safety, and continuous improvement, especially during the ongoing COVID-19 pandemic. Wherever possible, the Company will continue to adopt generally accepted health and safety best practices from non-cannabis-related industries and follows all health and safety guidelines issued by the United States Centers for Disease Control ("CDC") and all orders from relevant provincial, state and local jurisdictions and authorities.

BRANDING AND MARKETING

The Company utilizes consistent branding and messaging across its retail and wholesale channels under Phantom Farms, Hood Oil, and Silver State Relief.  The Company currently sells over 700 distinct SKUs, including the following product categories: CO2 vaporizer pens, live resin vaporizer pens, distillate vaporizer pens, live resin extract, cured resin extract, bulk flower, packaged flower, pre-rolls, CBD cured resin vaporizer pens, CBD CO2 vaporizer pens, and CBD cured resin extracts.

BANKING AND PROCESSING

In Nevada, the Company deposits funds from its operations into its credit union accounts held Greater Nevada Credit Union (Nevada) and at Partner Colorado Credit Union through Safe Harbor Private Banking services (Colorado).  The Company is fully transparent with its credit union partners regarding the nature of its business.

PRODUCT SELECTION AND OFFERINGS

Product selection decisions are currently made by the Company's buyers, who negotiate with potential vendors across all product categories including packaged and wholesale flower, vaporizer pens, cured extracts, edibles and pre-rolls. The Company bases its product selection decisions on product quality, margin potential, and scalability.

The Company's branded CPG and flower-based products are sold primarily through captive retail and wholesale channels in Oregon and Nevada. The Company's retail locations in Nevada also offer third party branded CPG and flower-based products including a wide variety of THC and CBD based products, including vaporizer pens, cured resin extracts, bulk flower, packaged flower, pre-rolls, edibles, tinctures, and topicals.

IN-STORE PICKUP, CURBSIDE DELIVERY AND DELIVERY

In addition to traditional point-of-sale retail as modified due to COVID-19, the Company's Nevada retail locations offer in-store pickup, curbside delivery and delivery utilizing the leading third-party service providers, a leading cannabis sales and fulfillment web-based application. The Company actively monitors the continued growth of a number of cannabis web-based sales and fulfillment platforms and is well poised to utilize strategic third-party service providers during the ongoing pandemic.

INVENTORY MANAGEMENT

The Company has comprehensive inventory management procedures, which are compliant with all applicable state and local laws, regulations, ordinances, and other requirements. These procedures ensure strict controls over the Company's cannabis flower and CPG inventory from its production, processing and distribution licensees through to ultimate sale to end consumers (or rare cases disposal as cannabis waste). Such inventory management procedures also include strong quality control and quality assurance measures to prevent in-process contamination and maintain the safety and quality of the products. The Company is committed to supplying safe, consistent, and high-quality cannabis flower and CPG products at a value-oriented price.

RESEARCH AND DEVELOPMENT

Through its research and development activities, the Company expects to create proprietary genetics, processes, technologies, and products from its existing Nevada operations, as well as from future expansion in new markets. The Company may license these genetics, processes, technologies, and products as part of its future business. The Company may also seek appropriate federal patent, trademark, copyright, and other customary intellectual property protections when the same become available and/or are appropriate.


COMPETITION

Across a modified and strategic cannabis value chain, the Company expects to continue to vigorously compete with other licensees in Oregon and Nevada. Because Oregon is an "open" license state (arguably one of the more free-market states with respect to both barriers to entry and regulation), the competitive landscape has been challenging since the inception of recreational cannabis.  Nevada is a "limited" license state, therefore competition to date has been less challenging and the broader market dynamics are more favorable.  While many of the Company's direct competitors continue to be small-scale local operators, market rationalization through consolidation is increasingly a trend.  Of note is the increased participation of multi-state operators with national growth aspirations in both the Oregon and Nevada marketplaces.  As more U.S. jurisdictions pass state legislation allowing the recreational use and sale of cannabis, the Company is assured an increased level of competition in U.S. markets. These increasingly competitive U.S. markets may adversely affect the financial condition and operations of the Company.

INTELLECTUAL PROPERTY

The Company has developed numerous proprietary genetics, processes, technologies and products. These assets include genetics, ERP and other software applications, cultivation and extraction technologies, as well as consumer brands. Whenever available and appropriate, the Company undertakes reasonable intellectual property protections to secure these assets.

To date, absent the availability of customary federal patent, trademark, and copyright protections for cannabis applications, the Company has relied on non-disclosure/confidentiality arrangements, common law trade secrets, and state-based trademark protections. The Company actively monitors and responds to all potentially material intellectual property infringements and maintains strict standards and controls regarding the use and dissemination of its intellectual property.

In addition, the Company owns nine (9) website domains including: www.cxxi.ca, www.phantom-farms.com, www.silverstaterelief.com, www.ecofirmafarms.com, and c21supply.co, along with numerous social media accounts across all major platforms.

CONTRACTUAL OBLIGATIONS

The following table includes the Company's obligations to make future payments for each of the next five years that represent contracts and other commitments that are known and committed:

CONTRACTUAL OBLIGATIONS                                    
    Carrying
amount
    Contractual
cash flows
    Under 1 year     1-3 years     3-5 years     Greater than
5 years
 
As at January 31, 2022                                    
Trade and other payables $ 2,508,869   $ 2,508,869   $ 2,508,869   $ -   $ -   $ -  
Finance lease payments (1)   9,279,123     16,197,037     1,477,196     2,822,310     2,748,594     9,148,937  
Convertible debt (2)   1,281,442     1,281,442     1,281,442     -     -     -  
Notes and other borrowings (3)   8,568,953     8,702,623     6,125,551     2,117,769     91,102     368,201  
Total $
21,638,387 $   28,689,971   $ 11,393,058   $ 4,940,079   $ 2,839,696 $   9,517,138  

(1) Amounts in the table reflect minimum payments due for the Company's leased facilities and certain leased equipment under various lease agreements and purchase agreements.

(2) Amounts in the table reflect the contractually required principal payments payable under various convertible note and convertible debenture agreements.

(3) Amounts in the table reflect the contractually required principal payments payable under the Newman Note, and miscellaneous debt.

ADDITIONAL INFORMATION

LEGAL PROCEEDINGS

Oregon Action: A complaint was filed in the Oregon State Circuit Court for Clackamas County, on April 29, 2019, by two current owners of Proudest Monkey Holdings, LLC (the former sole member of EFF) (the "Plaintiffs"), alleging contract, employment, and statutory claims, alleging $612,500 in damages (as amended), against the Company, its wholly-owned subsidiaries 320204 US Holdings Corp, EFF, Swell Companies Limited, and Phantom Brands LLC, in addition to three directors, two officers, and one former employee (the "Oregon Action"). The Company and the other defendants wholly denied the allegations and claims made in the lawsuit and is defending the lawsuit. On June 21, 2019, the Company filed Oregon Rule of Civil Procedure ("ORCP") 21 motions to dismiss all of the Plaintiffs' claims against it, its wholly-owned subsidiaries, and other defendants; on May 6, 2020, the court granted the Company's ORCP 21 motion in its entirety to dismiss all of Plaintiffs' claims. The judgment of dismissal was entered by the Clackamas County court on or about October 14, 2020.  On November 12, 2020, Plaintiffs filed a notice of appeal of the judgement of dismissal.


On October 22, 2020, the Company submitted a petition to recover the costs and attorney fees incurred by the Company as the prevailing party in the Oregon Action. On January 20, 2021, the Court ruled in the Company's favor, awarding the Company and its subsidiaries $68,195.00 in attorney's fees, $1,252 in costs, and a statutory prevailing party fee of $640, through a supplemental judgment.  On March 3, 2021, Plaintiffs filed an amended notice of appeal from the supplemental judgement awarding attorney fees.

The parties have since briefed the appeal to the Oregon Court of Appeals and await a determination from the Court.  It is too early to predict the resolution of the appeal.

British Columbia Action: On or about September 13, 2019, the Company delivered a notice to the above-mentioned Plaintiffs of alleged breach and default under the EFF purchase and sale agreement, due to alleged unlawful, intentional acts and material misrepresentations by the Plaintiffs before and after the completion of the purchase.  As a result of such breach, the Company denied the Plaintiffs' tender of their share payment notes in connection with the agreement.  On or about October 14, 2019, Proudest Monkey Holdings, LLC and one of its current owners, sued the Company in the Supreme Court of British Columbia to compel the issuance and delivery of the subject shares, including interests and costs (the "British Columbia Action").

On November 8, 2019, the Company responded and counterclaimed for general, special and punitive damages, including interest and costs, related to breach of contract, repudiation of contract, breach of indemnity and fraudulent and negligent misrepresentation by the Plaintiffs.  The Plaintiffs filed a response to the Company's counterclaims on or about June 5, 2020, and the parties stipulated to a form of amended pleading which included the joinder of additional parties, an owner of Proudest Monkey Holdings, LLC and EFF, and additional contract and equitable claims and damages, partially duplicative to those alleged by the Plaintiffs in the Oregon Action (breach of contract, indemnity, unjust enrichment and wrongful termination claims).  Plaintiffs allege $2,774,176.05 in damages (as amended), plus unquantified additional damages, interest and costs, of which amounts are partially duplicative of the Oregon Action.  This action remains in the discovery stage, but no trial date has been set.  It is too early to predict the resolution of the claims and counterclaims.

Settled and Dismissed Action: On or about May 30, 2019, Wallace Hill Partners Ltd. ("Wallace Hill") filed a civil claim in the Supreme Court of British Columbia alleging breach of contract and entitlement to 1,800,000 Common Shares of the Company, fully vested by March 1, 2019, and damages due to the lost opportunity to sell those shares after such date for a profit.  On June 23, 2019, the Company circulated a letter to Wallace Hill terminating the agreement and accepting Wallace Hill's repudiation of the agreement based on Wallace Hill's previously published defamatory comments and termination of the agreement.  Also, on June 23, 2019, the Company filed its response to the civil claim denying all claims and filed counterclaims alleging breach of contract, a declaratory judgment of termination of the agreement, defamation and an injunction from further defamatory comments.

On March 23, 2022, the Company and Wallace Hill entered into a mutual release agreement, pursuant to which, among other things, all parties agreed to dismiss their respective claims and to release one another from any further causes of action in connection with the subject matter of the original claims.  On April 23, 2022, the parties filed a Notice of Discontinuance in the Supreme Court of British Columbia formally dismissing the civil action.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this MD&A, the Company has not entered into any off-balance sheet arrangements.

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION

The Company's financial statements and the other financial information included in this MD&A are the responsibility of the Company's management and have been examined and approved by the Board of Directors of the Company (the "Board"). The accompanying audited financial statements are prepared by management in accordance with GAAP, and include certain amounts based on management's best estimates using careful judgment. The selection of accounting principles and methods is management's responsibility.


Management recognizes its responsibility for conducting the Company's affairs in a manner that complies with the requirements of applicable laws and established financial standards and principles and maintains proper standards of conduct in its activities. The Board supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non-management directors.

The audit committee's role is to examine the financial statements and recommend that the Board approve them, to examine the internal control and information protection systems, and all other matters relating to the Company's accounting and finances. To do so, the audit committee meets annually with the external auditors, with or without the Company's management, to review their respective audit plans and discuss the results of their examination. This committee is responsible for recommending the appointment of the external auditors or the renewal of their engagement.


Recently issued accounting pronouncements

Please refer to the discussion of recently adopted/issued accounting pronouncements in the Notes to the Consolidated Financial Statements Note 2 - Basis of Presentation. 

FINANCIAL RISK MANAGEMENT

The Board approves and monitors the risk management processes of the Company, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

CREDIT RISK

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on its cash held in bank accounts. The Company's cash is deposited in bank accounts held with a major bank in Canada, a credit union in Washington, Nevada and Colorado. 

LIQUIDITY RISK

Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management of the Company and the Board are actively involved in the review, planning and approval of significant expenditures and commitments.

The Company's consolidated financial statements for year ended January 31, 2022 have been prepared on a going concern basis, which assumes that the Company will be able to continue its operations and realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

At January 31, 2022, the Company had cash of $3,067,983, a working capital deficit of $4,444,076, and an accumulated deficit of $68,510,333. However, for the year ended January 31, 2022, the Company generated net income and positive cash flows from operations. 

Management has taken several actions to ensure that the Company will continue as a going concern through January 31, 2023, including the closing of its operations in Oregon, selling assets in Oregon, reducing headcount, and reducing discretionary expenditures.  The Company is seeking additional financing in the form of debt which could consolidate current debt on its balance sheet on more favorable terms. Management believes that these actions will enable the Company to continue as a going concern through August 15, 2023, a year from the date these consolidated financial statements were issued.

Further, there remains uncertainty about the U.S. federal government's position on cannabis with respect to cannabis-legal states. A change in its enforcement policies could impact the ability of the Company to continue as a going concern and have a material adverse impact on the business.


INTEREST RATE RISK

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not subject to any interest rate volatility as its long-term debt instruments and convertible notes are carried at a fixed interest rate throughout their term.

CAPITAL MANAGEMENT

The Company's objectives when managing its capital are to ensure there are enough capital resources to continue operating as a going concern and maintain the Company's ability to ensure sufficient levels of funding to support its ongoing operations and development. The purpose of these objectives is to provide continued returns and benefits to the Company's shareholders. The Company's capital structure includes items classified in debt and shareholders' equity.

The Board does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business considering changes in economic conditions and the risk characteristics of the Company's underlying asset.

The Company works with its capital advisors, CB1 Capital based in New York, to identify the best strategic options to execute our corporate growth plans, as well as increasing financial flexibility in managing our debt.

U.S. INDUSTRY BACKGROUND AND REGULATORY ENVIRONMENT

INDUSTRY BACKGROUND AND TRENDS

The emergence of the legal cannabis sector in the United States, both for medical and adult use, has been rapid as more states adopt regulations for its production and sale. Today 60% of Americans live in a state where cannabis is legal in some form and almost a quarter of the population lives in states where it is fully legalized for adult use. 

The use of cannabis and cannabis derivatives to treat or alleviate the symptoms of a wide variety of chronic conditions has been generally accepted by a majority of citizens with a growing acceptance by the medical community as well. A review of the research, published in 2015 in the Journal of the American Medical Association, found evidence that cannabis can treat pain and muscle spasms. The pain component is particularly important, because other studies have suggested that cannabis can replace patients' use of highly addictive, potentially deadly opiates - meaning cannabis legalization literally improves lives.

Polls throughout the United States consistently show overwhelming support for the legalization of medical cannabis, together with strong majority support for the full legalization of recreational adult-use cannabis. According to an April 2021 Pew Research Center survey, around nine-in-ten Americans favor some form of cannabis legalization, with only 8% saying cannabis should not be legal in any form.  In that survey, 91% of U.S. adults support legalizing cannabis either for medical and recreational use (60%) or medical use only (31%). These are large increases in public support over the past 40 years in favor of legalized cannabis use.

Notwithstanding that 36 states and the District of Columbia have now legalized adult-use and/or medical cannabis, cannabis remains illegal under U.S. federal law with cannabis listed as a Schedule I drug under the U.S. Federal Controlled Substances Act of 1970 ("CSA").

Currently the Company only operates in the states of Oregon and Nevada. The Company may expand into other states within the United States that have legalized cannabis use either medicinally or recreationally.

FEDERAL REGULATORY ENVIRONMENT

Under U.S. federal law, marijuana is currently a Schedule I drug. The CSA has five different tiers or schedules. A Schedule I drug means the U.S. Drug Enforcement Agency ("DEA") considers it to have a high potential for abuse, no accepted medical treatment, and lack of accepted safety for the use of it even under medical supervision. Other Schedule I drugs are heroin, LSD and ecstasy. The Company believes the CSA categorization as a Schedule I drug is not reflective of the medicinal properties of marijuana or the public perception thereof, and numerous studies show cannabis is not able to be abused in the same way as other Schedule I drugs, has medicinal properties, and can be safely administered. Additionally, while some studies show cannabis is less harmful than alcohol, alcohol is not classified under the CSA.


Thirty-six (36) states and the District of Columbia, have now legalized adult-use and/or medical marijuana. The federal government sought to provide guidance to enforcement agencies and banking institutions with the introduction of the U.S. Department of Justice Memorandum drafted by former Deputy Attorney General James Michael Cole in 2013 (the "Cole Memo") and U.S. Department of the Treasury Financial Crimes Enforcement Network ("FinCEN") guidance in 2014.

The Cole Memo offered guidance to federal enforcement agencies as to how to prioritize civil enforcement, criminal investigations and prosecutions regarding marijuana in all states. The memo put forth eight prosecution priorities:

  • preventing the distribution of marijuana to minors;
  • preventing revenue from the sale of marijuana from going to criminal enterprises, gangs and cartels;
  • preventing the diversion of marijuana from states where it is legal under state law in some form to other states;
  • preventing the state-authorized marijuana activity from being used as a cover or pretext for the trafficking of other illegal drugs or other illegal activity;
  • preventing the violence and the use of firearms in the cultivation and distribution of marijuana;
  • preventing the drugged driving and the exacerbation of other adverse public health consequences associated with marijuana use;
  • preventing the growing of marijuana on public lands and the attendant public safety and environmental dangers posed by marijuana production on public lands; and,
  • preventing marijuana possession or use on federal property.

In January 2018, the then United States Attorney General, Jeff Sessions, by way of issuance of a new U.S. Department of Justice Memorandum (the "Sessions Memo"), rescinded the Cole Memo and thereby created a vacuum of guidance for U.S. enforcement agencies and the U.S. Department of Justice ("DOJ").  Rather than establish national enforcement priorities particular to marijuana-related crimes in jurisdictions where certain marijuana activity was legal under State law, the Sessions Memo instructs that "[i]n deciding which marijuana activities to prosecute... with the [DOJ's] finite resources, prosecutors should follow the well-established principles that govern all federal prosecutions." Namely, these include the seriousness of the offense, history of criminal activity, deterrent effect of prosecution, the interests of victims, and other principles.

Former United States Attorney General Sessions resigned on November 7, 2018 and was replaced by William Barr on February 14, 2019. On December 14, 2020, former President Trump announced that Mr. Barr would be resigning from his post as Attorney General, effective December 23, 2020. Merrick Garland, President Biden's nominee to succeed Mr. Barr, was sworn in as the current United States Attorney General on March 11, 2021. During his campaign, President Biden stated a policy goal to decriminalize possession of cannabis at the federal level, but he has not publicly supported the full legalization of cannabis. In response to questions posed by Senator Cory Booker, Merrick Garland stated during February 2021 congressional testimony that he would reinstitute a version of the Cole Memo. He reiterated the statement that the Justice Department under his leadership would not pursue cases against Americans "complying with the laws in states that have legalized and are effectively regulating marijuana", in written responses to the Senate Judiciary Committee provided around March 1. It is not yet known whether the Department of Justice under President Biden and Attorney General Garland, will re-adopt the Cole Memo or announce a substantive marijuana enforcement policy. Justice Garland indicated at a confirmation hearing before the United States Senate that it did not seem to him to be a useful use of limited resources to pursue prosecutions in states that have legalized and that are regulating the use of marijuana, either medically or otherwise. It is unclear what specific impact the new Biden administration will have on U.S. federal government enforcement policy. There is no guarantee that state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. Unless and until the United States Congress amends the CSA with respect to cannabis (and as to the timing or scope of any such potential amendments there can be no assurance), there is a risk that federal authorities may enforce current U.S. federal law.

Due to the CSA categorization of marijuana as a Schedule I drug, U.S. federal law makes it illegal for financial institutions that depend on the Federal Reserve's money transfer system to take any proceeds from marijuana sales as deposits. Banks and other financial institutions could be prosecuted and possibly convicted of money laundering for providing services to cannabis businesses under the Bank Secrecy Act (as defined herein). Under U.S. federal law, banks or other financial institutions that provide a cannabis business with a checking account, debit or credit card, small business loan, or any other service could be found guilty of money laundering or conspiracy.


While there has been no change in U.S. federal banking laws to account for the trend towards legalizing medical and recreational marijuana by U.S. states, FinCEN has issued guidance advising prosecutors of money laundering and other financial crimes not to focus their enforcement efforts on banks and other financial institutions that serve marijuana-related businesses, so long as that business is legal in their state and none of the federal enforcement priorities are being violated (such as keeping marijuana away from children and out of the hands of organized crime). The "FinCEN Guidance" also clarifies how financial institutions can provide services to marijuana-related businesses consistent with the Bank Secrecy Act obligations, including thorough customer due diligence, but makes it clear that they are doing so at their own risk.

The customer due diligence steps include:

  • verifying with the appropriate state authorities whether the business is duly licensed and registered;
  • reviewing the license application (and related documentation) submitted by the business for obtaining a state license to operate its marijuana-related business;
  • requesting from state licensing and enforcement authorities available information about the business and related parties;
  • developing an understanding of the normal and expected activity for the business, including the types of products to be sold and the type of customers to be served (e.g., medical versus recreational customers);
  • ongoing monitoring of publicly available sources for adverse information about the business and related parties;
  • ongoing monitoring for suspicious activity, including for any of the red flags described in this guidance; and
  • refreshing information obtained as part of customer due diligence on a periodic basis and commensurate with the risk. With respect to information regarding state licensure obtained in connection with such customer due diligence, a financial institution may reasonably rely on the accuracy of information provided by state licensing authorities, where states make such information available.

Due to the fear by financial institutions of being implicated in or prosecuted for money laundering, cannabis businesses are often forced into becoming "cash-only" businesses. As banks and other financial institutions in the U.S. are generally unwilling to risk a potential violation of federal law without guaranteed immunity from prosecution, most refuse to provide any kind of services to cannabis businesses. Despite the attempt by FinCEN to legitimize cannabis banking, in practice its guidance has not made banks much more willing to provide services to cannabis businesses. This is because, as described above, the current law does not guarantee banks immunity from prosecution, and it also requires banks and other financial institutions to undertake time-consuming and costly due diligence on each cannabis business they take on as a customer. Recently, some banks that have been servicing cannabis businesses have been closing accounts operated by cannabis businesses and are now refusing to open accounts for new cannabis businesses for the reasons enumerated above.

The few credit unions who have agreed to work with cannabis businesses are limiting those accounts to no more than 5% of their total deposits to avoid creating a liquidity risk. Since the federal government could change the banking laws as it relates to cannabis businesses at any time and without notice, these credit unions must keep sufficient cash on hand to be able to return the full value of all deposits from cannabis businesses in a single day, while also servicing the need of their other customers.  Those state-chartered banks and credit unions that do have customers in the cannabis industry charge marijuana businesses high fees to pass on the added cost of ensuring compliance with the FinCEN Guidance. Unlike the Cole Memo, however, the FinCEN Guidance from 2014 has not been rescinded.

The U.S. Treasury Department has publicly stated they were not informed of the then Attorney General Jeff Sessions' desire to rescind the Cole Memo and do not have a desire to rescind the FinCEN Guidance for financial institutions.  The former Secretary of the U.S. Department of the Treasury, Stephen Mnuchin, publicly stated that he did not have a desire to rescind the FinCEN Guidance.  The newly appointed Secretary of the Treasury, Janet Yellen, has not yet articulated an official Treasury Department position with regard to the FinCEN Guidance and thus as an industry best practice and consistent with its standard operating procedures, the Company adheres to all customer due diligence steps in the FinCEN Guidance.


Because the DOJ memorandums serve as discretionary agency guidance and do not constitute a force of law, cannabis related businesses have worked to continually renew the Rohrabacher-Blumenauer Amendment (originally the Rohrabacher-Farr Amendment) that has been included in federal annual spending bills since 2014. This amendment restricts the DOJ from using federals funds to prevent states with medical cannabis regulations from implementing laws that authorize the use, distribution, possession or cultivation of medical cannabis. In 2017, Senator Patrick Leahy (D-Vermont) introduced a parity amendment to H.R.1625 - a vehicle for the Consolidated Appropriations Act of 2018, preventing federal prosecutors from using federal funds to impede the implementation of medical cannabis laws enacted at the state level, subject to Congress restoring such funding.

An additional challenge to cannabis-related businesses is that the provisions of Section 280E of the Code are being applied by the United States Internal Revenue Service ("IRS") to businesses operating in the medical and adult use cannabis industry. Section 280E of the Code prohibits cannabis businesses from deducting their ordinary and necessary business expenses, forcing them to pay higher effective federal tax rates than similar companies in other industries. The effective tax rate on a cannabis business depends on how large its ratio of non-deductible expenses is to its total revenues. Therefore, businesses in the legal cannabis industry may be less profitable than they would otherwise be.

Another aspect of federal law is that it provides that cannabis and cannabis products may not be transported across state lines in the United States. As a result, all cannabis consumed in a state must be grown and produced in that same state. This dynamic could make it more difficult for the Company, in the short term, to maintain a balance between supply and demand. If excess cultivation and production capacity is created in any given state and this is not matched by increased demand in that state, then this could exert downward pressure on the retail price for the products the Company sells. If too many retail licenses are offered by state authorities in any given state, then this could result in increased competition and exert downward pressure on the retail price for the products the Company sells. On the other hand, if cultivation and production in a state fails to match growing demand then, in the short term, there could be insufficient supply of product in a state to meet demand and while the Company may be able to raise its prices there could be inadequate product availability in the short term, causing the Company's revenue in that state to fall.

Progressive federal legislation has been both introduced in the U.S. House of Representatives and received positive votes in recent years. On September 26, 2019, the U.S. House of Representatives passed the Secure and Fair Enforcement Banking Act of 2019 (commonly known as the "SAFE Banking Act"), which aims to provide safe harbor and guidance to financial institutions that work with legal U.S. cannabis businesses. On May 11, 2020, the U.S. House of Representatives introduced the Health and Economic Recovery Omnibus Emergency Solutions Act (the "HEROES Act"), an economic stimulus package which included the language of the SAFE Banking Act. On September 28, 2020, the House introduced a revised version of the HEROES Act, including the text of the SAFE Act for a second time. The revised bill was passed by the House of Representatives on October 1, 2020 before going to the Senate. On December 21, 2020, Congress reached a deal for a different $900 billion stimulus package. On April 19, 2021, the House again passed the SAFE Banking Act, but the Senate did not.  Most recently, on July 14, 2022, the U.S. House of Representatives voted to include the SAFE Act in the must pass fiscal year 2023 defense budget bill (the 2023 National Defense Authorization Act - "NDAA"), but it is unclear how the U.S. Senate will vote or whether the U.S. Senate will strip the SAFE Act from the NDAA, as it has done in the past.  While Congress may consider legislation in the future that may address these issues, there can be no assurance of the content of any proposed legislation or that such legislation will ever be passed.

Further, the Marijuana Opportunity Reinvestment and Expungement Act, also known as the "MORE Act", is a proposal to legalize cannabis and expunge prior cannabis related convictions. On November 20th, 2019 the MORE Act was passed by the House Judiciary Committee, and although the House of Representatives voted to pass the MORE Act on December 4, 2020, it failed to pass in the Senate prior to the end of the 2020 legislative session. There can be no assurance that it will be passed in its current form or at all.

The Joseph R. Biden Administration and balance of power in U.S. Congress may impact the likelihood of any legal developments regarding cannabis at the national level, including the passage of the SAFE Banking Act and the MORE Act, as well as potential executive action to clarify federal policy toward the industry, although it is uncertain whether and in what manner any such federal changes will occur. On a federal level, President Biden campaigned on a platform that included cannabis decriminalization. Democrats, who are generally more supportive of federal cannabis reform than Republicans, maintained their majority in the House of Representatives, although at a smaller margin than initially expected, and have gained sufficient seats in the Senate to control a majority by a single vote.  As of this writing, both the SAFE Banking and MORE Acts have yet to receive action in the U.S. Senate, however, in late 2020, incoming Senate Majority Leader Charles Schumer made comments on multipole occasions suggesting that passage of these bills and potential additional favorable federal legislation are on his agenda.  The Company continues to monitor U.S. federal law and the law in all jurisdictions where it is active, with respect to (a) compliance with applicable state regulatory frameworks, and (b) potential exposure and implications arising from U.S. federal law.


On July 21, 2022, U.S. Senate Majority Leader Chuck Schumer (D-NY), Senate Finance Committee Chairman Ron Wyden (D-OR) and Sen. Cory Booker (D-NJ) formally filed the Cannabis Administration and Opportunity Act ("CAOA"), a much-anticipated bill to federally legalize marijuana and promote social equity.  On July 22, 2022, Assistant Democratic Leader Patty Murray (D-WA) and Sen. Gary Peters (D-MI) signed onto the CAOA.  The CAOA would legalize cannabis nationwide, ending federal prohibition and expunging records of some cannabis offenders, and it also lays out a framework to establish a federal cannabis tax and FDA regulations for cannabis products.  It is unclear if the bill has any chance of passing the U.S. Senate during the 2022 legislative session (i.e., the 117th Congress).  Regardless, the Company will monitor the CAOA bill, and its progress, closely.

The following sections describe the legal and regulatory landscape in Oregon and Nevada, states in which the Company operates. The Company believes that its operations are in full compliance with all applicable state laws, regulations and licensing requirements. Nonetheless, for the reasons described above and the risks further described under the heading "Risk Factors" herein, there are significant risks associated with the business of the Company. Readers are strongly encouraged to carefully read all of the risk factors contained under the heading "Risk Factors" herein.

 

OREGON REGULATORY ENVIRONMENT

Oregon Summary

Oregon has both medical and adult-use marijuana programs. In 1998, Oregon voters passed a limited, non-commercial patient/caregiver medical marijuana law with an inclusive set of qualifying conditions that included chronic pain. In 2013, the legislature passed, and the governor signed, House Bill 3460 to create a regulatory structure for existing unlicensed medical marijuana dispensaries. However, the original regulations created by the Oregon Health Authority ("OHA") after the passage of House Bill 3460 were minimal and only regulated storefront dispensaries, leaving cultivators and manufacturers within the unregulated patient/caregiver system.

On June 30, 2015, Oregon Governor Kate Brown signed House Bill 3400 into law, which improved on the existing regulatory structure for medical marijuana businesses and created a registration process for processors. In November of 2014, Oregon voters passed Measure 91, "Control, Regulation, and Taxation of Marijuana and Industrial Hemp Act", creating a regulatory system for individuals 21 years of age and older to purchase marijuana for personal use from licensed marijuana businesses.

The OHA registers and regulates medical marijuana businesses and Oregon Liquor Control Commission ("OLCC") licenses and regulates adult-use marijuana businesses. There are six (6) distinct types of license types available for medical and adult-use businesses: Producer (cultivation), Processing (manufacturing), Wholesale, Retail, Laboratory (testing), and Research. Vertical integration between cultivation, processing, and retail is permissible, but not required, for both medical and adult-use.

The law does not impose a limit on the number of licenses. Local governments may enact local ordinances and rules to place reasonable zoning and time, place and manner restrictions, including restrictions on the number of both medical and adult-use marijuana businesses, on licensees within their jurisdiction. Further, House Bill 3400 also allowed for a "local option," to permit local city councils and county commissions to pass an ordinance prohibiting adult-use marijuana businesses if a subject jurisdiction voted against Measure 91 by greater than fifty-five percent (55%), and if after December 2015, such ordinance were then referred to the voters in the next general election. Approximately 80 Oregon cities and 16 counties prohibit adult-use marijuana businesses. Subsequent bills passed during the 2016 legislative session removed the two-year residency requirement that existed within House Bill 3400.

Governor Kate Brown's Executive Order 19-09 was issued October 3, 2019, to address the vaping public health crisis and alleged vaping-associated lung injury. As directed by the Governor, OHA adopted a rule banning the sale of flavored vaping products, but the Oregon Court of Appeals stayed enforcement of the rule.  Due to the court ruling, on January 16, 2020, the Oregon Health Authority suspended the temporary rule banning sales of flavored vaping products.


On April 4, 2022, the Governor signed into law House Bill 4016 ("HB 4016") establishing a licensing moratorium on all marijuana license types except laboratories. The HB 4016 moratorium applies only to marijuana licenses and does not affect worker permits, research certificates, or hemp certificates. The moratorium is in effect from January 1, 2022, through March 31, 2024.

Oregon Regulatory Framework

Oregon Revised Statutes Chapter 475 B (Cannabis Regulation) provides the regulatory framework for both the recreational and medical cannabis industries in Oregon. The OLCC implementation of the recreational cannabis statutes are found in Oregon Administrative Rules Chapter 845, Division 25. The Oregon Medical Marijuana Program ("OMMP") implementation of the medical cannabis statutes are found in Oregon Administrative Rules Chapter 333, Division 8. Chapter 333, Division 7 provides the packaging, labelling and dosage limits for both programs, and Chapter 333, Division 64 governs the accreditation of laboratories for testing.

Both the OLCC and the OMMP rules include licensing requirements and materials, as well as criteria for approval or denial of license applications.

Oregon Licensing Requirements

Licenses issued by OLCC may be renewed annually so long as the licensee meets the requirements of the law and pays the renewal fee. There is no maximum number of licenses per owner, except for cultivation licenses located at the same address.

Applicants must demonstrate (and license holders must maintain) that: (i) they are registered with the Oregon Secretary of State to do business in Oregon; (ii) they have the operational expertise required by the individual license type, demonstrated by submission of an operation plan; (iii) they have the documented ability to secure the premises, as well as resources and personnel necessary to operate the license; (iv) they have the ability to maintain accountability of all cannabis and cannabinoid products and by-products via the state mandated "seed-to-sale" Cannabis Tracking System ("CTS") software, to prevent diversion or unlawful access to these materials; (v) all applicants, owners and those with the requisite control have passed background screening, inclusive of fingerprinting; and (vi) they comply with all local ordinances, including local land use and planning in the development of the licensed site.

Oregon Security Requirements

A licensee must always maintain a fully operational alarm and video monitoring system. Commercial grade, non-residential door locks and steel doors are required on every external door. The alarm system must detect unauthorized entry into the licensed premises. The 24-hour video surveillance system must record at a high-resolution format approved by the OLCC and have camera coverage which covers all areas of the facility without any blackout areas, including camera coverage requirements for ingress and egress. Video footage must be backed-up for a minimum of 90 days and be available upon request. Additionally, the camera system must have the ability to print still photos.

Oregon Transportation and Storage Requirements

Recreational and medicinal cannabis and cannabis products must be stored in a secured, locked room or vault. Vaults that are large enough to allow a person to walk in must have cameras inside so that there is no blind spot. Smaller safes must be bolted to the floor. When products are transferred between licensees, they must first be fully manifested through the state mandated "seed-to-sale" CTS. This written manifest must include: (i) departure date and time, (ii) name, address, and license number of the originating licensee, (iii) name, address, and license number of the recipient, (iv) quantity and form of any cannabis or cannabis delivery device being transported, (v) arrival date and time, (vi) delivery vehicle make and model and license plate number; and (vii) name and signature of the employee delivering the product. A copy of this manifest is provided to the receiving licensee for their verification. Upon receiving the transfer, the licensee must immediately verify the shipment versus the manifest and accept it electronically within the "seed-to-sale" CTS. This completes the inventory transfer. OLCC licensees must maintain these records for a minimum of three years. During transport, all product is packaged individually by order, and maintained within a locked receptacle within the vehicle. All deliveries must be completed within 24 hours.

OLCC Department Inspections


The OLCC conducts announced and unannounced inspections of all licensed facilities to determine compliance with laws and rules. The OLCC will inspect a licensee upon receiving a complaint or notice that the licensee has violated any existing rules. The OLCC will also conduct an annual license renewal inspection at the time of application approval. Inspections can cover all records, personnel, equipment, security and operational methodologies.

Oregon Compliance

The Company is currently licensed to operate cultivation, processing, distribution and retail operations within Oregon, however it is in the process of divesting all of its Oregon licenses. To date, the Company has not experienced any compliance or enforcement actions against the above-mentioned licenses, and the Company has not been served any notices of non-compliance by any state regulatory body.

The Company maintains credit union banking relationships which provide the Company the ability to safely and lawfully pay for all expenses that should arise from the day-to-day operations of its license. The Company monitors all licensed activities and performs site visits to validate compliance with local statutes. This monitoring includes but is not limited to "seed-to-sale" CTS records and accuracy, standard operating procedures, required signage and public health warnings, local permitting and zoning, license approvals and renewals, and all communication with regulatory bodies. Each employee is instructed on the most recent standard operating procedures. All sites have 24-hour video surveillance of the entire premises. The Company also utilizes the state-mandated CTS system in all jurisdictions in which it operates. State inspections, for any reason, including initial application, renewal or change of ownership, have not resulted in any compliance related issues to date.

NEVADA REGULATORY ENVIRONMENT

Nevada Summary

Nevada has a medical marijuana program and passed an adult-use (21 and older) legalization through the ballot box in November 2016. In 2000, Nevada voters passed a medical marijuana initiative allowing physicians to recommend cannabis for an inclusive set of qualifying conditions, including severe pain and created a limited non-commercial medical marijuana patient/caregiver system. Senate Bill 374, which passed the legislature and was signed by the Governor in 2013, expanded this program and established a for-profit regulated medical marijuana industry.

The Nevada Division of Public and Behavioral Health licensed medical marijuana establishments up until July 1, 2017 when the state's medical marijuana program merged with adult-use marijuana enforcement under the Nevada Department of Taxation ("NDOT"). In 2014, Nevada accepted medical marijuana business applications and a few months later the Division approved 182 cultivation licenses, 118 licenses for the production of edibles and infused products, 17 independent testing laboratories, and 55 medical marijuana dispensary licenses. The number of dispensary licenses was then increased to 66 by legislative action in 2015. The application process is merit-based, competitive, and is currently closed. Nevada residency is not required to own or invest in a Nevada medical cannabis business. In addition, vertical integration is neither required nor prohibited. Nevada's medical law includes patient reciprocity, which permits medical patients from certain other states to purchase medical marijuana from Nevada dispensaries. Nevada also allows for dispensaries to deliver medical marijuana to patients.

Under Nevada's adult-use marijuana law, the NDOT licensed marijuana cultivation facilities, product manufacturing facilities, distributors, retail stores and testing facilities. After merging medical and adult-use marijuana regulation and enforcement, the single regulatory agency is now known as the Marijuana Enforcement Division of the NDOT. Until November 2018, applications to the NDOT for adult-use establishment licenses were being accepted from existing medical marijuana establishments and existing liquor distributors for the adult-use distribution license.

In February 2017, the NDOT announced plans to issue "early start" adult use marijuana establishment licenses in the summer of 2017. These licenses, beginning on July 1, 2017, allowed marijuana establishments holding both a retail marijuana store and dispensary license to sell their existing medical marijuana inventory as either medical or adult-use marijuana, and expired 90 days after January 1, 2018 (per Sec. 24 of LCB File No. T002-17). Starting July 1, 2017, medical and adult-use marijuana have incurred a 15% excise tax on the first wholesale sale (calculated on the fair market value) and adult-use cannabis have incurred an additional 10% special retail marijuana sales tax in addition to any general state and local sales and use taxes.


On January 16, 2018, the Marijuana Enforcement Division of the NDOT issued final rules governing its adult-use marijuana program, pursuant to which up to sixty-six (66) permanent adult-use marijuana dispensary licenses will be issued. Existing adult-use marijuana licensees under the "early start" regulations must re-apply for licensure under the permanent rules in order to continue adult-use sales.

In May of 2019, Governor Steve Sisolak signed into law Senate Bill 32, that increased transparency in the licensing process by releasing certain information about license applicants, as well as methods used to issue licenses. In June 2019, Governor Sisolak approved Assembly Bill 132 making Nevada the first state to ban employers from refusing to hire job applicants who test positive for marijuana during the hiring process.

As of August 23, 2019, as a result of discrepancies discovered in the application process by the State of Nevada, a court issued a partial preliminary injunction against the State of Nevada from moving forward with the numerous holders of provisional licenses awarded under the December 5, 2018, provisional license awards. In addition to the preliminary injunction, the State of Nevada and various intervenors remain subject to ongoing litigation.

In early 2019, Nevada legislature passed Nevada Assembly Bill 533 ("AB 533"), which authorized the formation of the Cannabis Compliance Board (the "CCB") to be vested with the authority to license and regulate persons and establishments engaged in cannabis activities within Nevada.  The CCB consists of an executive director and five board members appointed by the Governor Steve Sisolak. Board members must have expertise in a range of fields, including financial and accounting, law enforcement, medicine, regulatory and legal compliance, and cannabis. AB 533 also established the Cannabis Advisory Commission (the "CAC") which serves to study cannabis-related issues and make recommendations to the CCB. The CAC consists of 12-members appointed by the governor representing relevant state agencies and members of the cannabis industry and the public. Pursuant to AB 533, the CCB is mandated with studying the feasibility and safe implementation of licensing for lounges, in addition to their general authority and oversight of cannabis operations in Nevada. The CCB held its first meeting in July 2021, and regularly meets regarding public health and safety, license suspensions and has recently held public workshops regarding cannabis consumption lounges.

Nevada Regulatory Framework

Nevada Revised Statues 678C and 678D regulate the Medical and Adult Use of cannabis in Nevada.  Nevada Administrative Code 453D provides a regulatory framework that outlines the function of the CCB Marijuana program. Subsections of this chapter outline licensing and enforcement guidelines which guide the CCB.

Nevada Licensing Requirements

Licenses issued by CCB can be renewed annually so long as the licensee continues to demonstrate compliance with local and state law and pays the renewal fee. Dispensary/Retail store licenses have a set statutory "cap" (per NRS 453D.210 & NRS 453A.324), other license types do not. Moreover, statutory license caps can only be changed by the Nevada legislature, which meets bi-annually. Marijuana businesses in Nevada may also be governed by local ordinances, which can include caps on the number of marijuana businesses, zoning limitations, and additional screening of business owners and investors. Applicants must demonstrate (and license holders must maintain) that: (i) they are registered with the Nevada Secretary of State to do business in Nevada, (ii) they have contributed to the advancement of the State of Nevada via regular tax payments, (iii) they do not have interests in the Casino or Alcohol industries, (iv) they have the operational expertise required by the individual license type, demonstrated by submission of an operation plan, (v) they have the ability to secure the premises, resources, and personnel necessary to operate the license, (vi) they have the ability to maintain accountability of all cannabis and cannabinoid products and by-products via the state mandated "seed-to-sale" CTS to prevent diversion or unlawful access to these materials, (vii) they have the financial ability to maintain operations for the duration of the license, (viii) all owners have passed background screening, inclusive of fingerprinting, and (ix) all local land use, zoning, and planning notices have been followed in the development of the licensed site.

Nevada Security Requirements

A licensee must maintain a fully operational alarm and video monitoring system at all times. The alarm system must secure all points of ingress and egress and be equipped with motion detectors. The 24-hour video surveillance system must record at a high-resolution format approved by the CCB and have camera coverage which covers all areas of the facility without any blind spots. Video footage must be backed-up for a minimum of 30 days in hard-form. Cultivation and product manufacturing sites are not open to the public.


Nevada Transportation and Storage Requirements

Cannabis and cannabis goods must be stored in a lockable safe or vault at any time that employees are not on location. Any storage container that is large enough to allow an employee to walk into it must have cameras placed inside. Goods to be transported to another licensee must be fully manifested via the state mandated "seed-to-sale" CTS prior to being transported.

Nevada Department of Taxation Inspections

The CCB conducts announced and unannounced inspections of all licensed facilities to determine compliance with laws and rules. The CCB will inspect a licensee in the event of a complaint indicating that the licensee has or is actively violating existing statute. The CCB will also inspect at the time of any modification, as well as at the time of annual renewal.

Nevada Product Testing and Packaging Requirements

Both medical and adult-use marijuana and marijuana products are subject to stringent testing and packaging requirements. Before usable marijuana, concentrated marijuana, or marijuana products may be packaged for further processing or for transfer to a dispensary or retail store, an independent testing laboratory licensed by the CCB must collect samples from each homogenized lot or production run for testing. These samples are tested by the independent testing laboratory for compliance with specified limits on contaminants such as yeast and mold, heavy metals and pesticides, and microbes. Testing is also done to determine the potency of the sample. Cultivation and product manufacturing facilities are also subject to random quality assurance compliance testing at the discretion of the CCB. Generally, if a sample fails any of the tests conducted by the testing laboratory, the entire lot or production run must be destroyed.

All marijuana or marijuana products intended to be sold to consumers must be individually packaged, sealed, and labeled. Edible products must be packaged in opaque, child-resistant containers. Depending on the type of marijuana product, the CCB places limit on the amount of THC that a single package of marijuana may contain or the number of ounces of product a package may contain. All packages of marijuana or marijuana product sold to consumers must have detailed labels that include, inter alia, various warnings about the effects and risks of marijuana use; the name, license number, and contact information of the dispensary or retail store conducting the sale; the name and license number of the cultivation or product manufacturing facility that harvested or produced the marijuana or marijuana product; the potency levels of the marijuana or marijuana product; and the date the marijuana or marijuana product was harvested or produced.

PUBLIC OPINION

The increase in state legalization of cannabis use is largely a result of changing public opinion in the United States. According to an October 2017 poll conducted by Gallup, 64% of Americans think that the use of cannabis should be made legal, the highest level in the 48 years that Gallup has conducted the poll. Further, in the 2016 Gallup poll, support among adults aged 18 to 34 increased from 35% to 77% between 2005 and 2016 and support among adults aged 35 to 54 increased from 35% to 61% over the same period. According to an April 2017 Quinnipiac University Poll, 94% of U.S. voters support the medical use of cannabis if recommended by a physician. An April 2021 Pew Research Center poll found that 91% of U.S. voters support legal marijuana for either medical or recreational use; only 8% of U.S. voters say marijuana should not be legal for use by adults.  As of July 21, 2022, by a margin of more than 2 to 1, Americans favor a federal mandate legalizing the adult use of marijuana nationwide, according to polling data compiled by The Economist and YouGov.com.

INDUSTRY OUTLOOK

Due to increases in state legalization and shifting public opinion, state-legal cannabis industry sales have grown substantially in recent years. According to a recent study by MJBiz, a division of Emerald X, LLC, and leading business-to-business industry resource, legal sales of marijuana are expected to reach $33 billion by the end of 2022, a 32% increase over 2021's total of $25 billion.  By 2026, MJBiz estimates annual sales will exceed $52 billion.

RISK FACTORS

The following are certain factors relating to the business and securities of the Company. The Company will face a few challenges and significant risks in the development of its business due to the nature of and present stage of its business. Additional risks and uncertainties not presently known to the Company or currently deemed immaterial by the Company, may also impair the operations of or materially adversely affect the securities of the Company. If any such risks occur, the Company's shareholders could lose all or part of their investment and the business, financial condition, liquidity, results of operations and prospects of the Company could be materially adversely affected. Some of the risk factors described herein are interrelated and, consequently, readers should treat such risk factors. In addition to the risks described in the MD&A, refer to the "Risk Factors" section in the Company's Annual Report on Form 20-F.


The acquisition of any of the securities of the Company is speculative, involving a high degree of risk and should be undertaken only by persons whose financial resources are enough to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the securities of the Company should not constitute a major portion of a person's investment portfolio and should only be made by persons who can afford a total loss of their investment.

The Company's business, operations  and  financial  condition  could  be  materially  and  adversely  affected  by outbreaks of  epidemics or  pandemics  or  other  health  crises,  including  the  ongoing impacts and implications of  COVID-19.

In March 2020, the WHO declared COVID-19 a global pandemic. COVID-19's effect on the United States and broader global economy, including supply chain disruption, may have a significant continuing negative effect on the Company. While the continuing impact of COVID-19 on the Company remains unknown and not possible to predict, new variants or rapid spread of COVID-19 may have a material adverse effect on United States and global economic activity, and can result in volatility and disruption to global supply chains, operations, mobility of people and the financial markets, which could adversely affect interest rates, credit ratings, credit risk, inflation, business and financial conditions, results of the Company's operations and other material factors, all relevant to the Company.

While certain U.S. states have enacted medical and/or adult-use cannabis legislation, cannabis continues to be illegal under U.S. federal law, which may subject us to regulatory or legal enforcement, litigation, increased costs and reputational harm.

More than half of the U.S. states have enacted legislation to regulate the sale and use of cannabis on either a medical or adult- use level. However, notwithstanding the permissive regulatory environment of cannabis at the state level, cannabis continues to be categorized as a controlled substance under the CSA, and as such, activities within the cannabis industry are illegal under U.S. federal law. It is also illegal to aid or abet such activities or to conspire to attempt to engage in such activities. Financing businesses in the cannabis industry may be deemed aiding and abetting an illegal activity under federal law. If such an action were brought, we may be forced to cease operations and our investors could lose their entire investment. Such an action would have a material negative effect on our business and operations.

Individual U.S. state laws do not always conform to U.S. federal regulatory standards, or to other U.S. state laws. A number of states have decriminalized marijuana to varying degrees, other states have created exemptions specifically for medical cannabis, and several have both decriminalized and/or created medical marijuana exemptions. Several states have also legalized the recreational use of cannabis. Variations exist among states that have legalized, decriminalized or created medical marijuana exemptions. For example, Oregon and Colorado have limits on the number of marijuana plants that can be home grown. In most states, the cultivation of marijuana for personal use continues to be prohibited except for those states that allow small-scale cultivation by the individual in possession of a medical marijuana license or that person's caregiver. Even in those states in which the use and commercialization of marijuana has been legalized, its use remains a violation of U.S. federal law.

The Company is currently aware of 37 states of the United States, the District of Columbia, and four out of five U.S. territories, that have laws and/or regulations that recognize, in one form or another, legitimate medical uses for cannabis and consumer use of cannabis in connection with medical treatment. Many other states are considering similar legislation. Additionally, the sale and adult-use of recreational cannabis is legal in 17 U.S. states and the District of Columbia, including: Alaska, Arizona, California, Colorado, Illinois, Maine, Massachusetts, Michigan, Montana, Nevada, New Jersey, New Mexico, New York, Oregon, Vermont, Virginia and Washington. At the federal level, however, cannabis currently remains a Schedule I controlled substance under the CSA. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the United States, and a lack of accepted safety for the use of the drug under medical supervision. As such, even in those states in which marijuana is legalized under state law, the manufacture, importation, possession, use or distribution of cannabis remains illegal under U.S. federal law.


Although the Company's activities are in compliance with applicable state and local law, strict compliance with state and local laws with respect to cannabis may neither absolve the Company of liability under U.S. federal law, nor may it provide a defense to any federal proceeding which may be brought against the Company. Any such proceedings brought against the Company may adversely affect the Company's operations and financial performance.

Proceeds from the Company's financings could be considered proceeds of crime which may restrict the Company's ability to pay dividends or effect other distributions to its shareholders.

Currently, the Company engages in the manufacture, distribution, possession and sale of cannabis in the U.S. medical and recreational cannabis markets, and therefore the enforcement of U.S. federal laws is a significant risk to the Company. Unless and until the U.S. Congress amends the CSA (or the Drug Enforcement Agency ("DEA") reschedules or de-schedules cannabis), there is a risk that U.S. federal authorities, including the United States Attorney's Office for the District of Oregon and the District of Nevada, may enforce current federal law, and the Company may be deemed to be possessing, manufacturing, and trafficking marijuana in violation of U.S. federal law. Such activities also may serve as the basis for the prosecution of other crimes, such as those prohibited by the money laundering statutes, the unlicensed money transmitter statute, and the Bank Secrecy Act. Additionally, the Company may be deemed to be facilitating the sale or distribution of drug paraphernalia in violation of U.S. federal law with respect to the Company's current or proposed business operations. As to the timing or scope of any such potential amendments to the CSA, there can be no assurances to when or if any potential amendments will be enacted. Active enforcement of the current federal statutory laws and regulatory rules regarding cannabis may thus directly and/or indirectly and adversely affect the Company's future operations, cash flows, earnings, and financial condition.

The Company could face (i) seizure of its cash and other assets used to support or derived from its cannabis subsidiaries; and (ii) the arrest of its employees, directors, officers, managers and investors, who could face charges of ancillary criminal violations of the CSA for aiding and abetting and conspiring to violate the CSA by virtue of providing financial support to state-licensed or permitted cultivators, processors, distributors, and/or retailers of cannabis. Additionally, as has recently been affirmed by U.S. Customs and Border Protection, employees, directors, officers, managers and investors of the Company who are not U.S. citizens face the risk of being barred from entry into the United States for life.

Management may not be able to predict all new emerging risks or how such risks may impact actual results of the Company in the highly regulated, highly competitive and rapidly evolving U.S. cannabis industry.

As a result of the conflicting views between individual state governments and the U.S. federal government regarding cannabis, investments in U.S. cannabis businesses are subject to inconsistent legislation and regulation. The response to this inconsistency was addressed in August 2013 when then U.S. Deputy Attorney General, James Cole, authorized the Cole Memo addressed to all United States Attorneys acknowledging that, notwithstanding the designation of cannabis as a controlled substance at the federal level in the U.S., several U.S. states have enacted laws relating to cannabis for medical purposes. The Cole Memo outlined certain priorities for the U.S. Department of Justice relating to the prosecution of cannabis offenses. In particular, the Cole Memo noted that in jurisdictions that have enacted laws legalizing cannabis in some form, and that have also implemented strong and effective regulatory and enforcement systems to control the cultivation, distribution, sale and possession of cannabis, that conduct in compliance with those laws and regulations is less likely to be a priority at the federal level.

On January 4, 2018, Jeff Sessions, the U.S. Attorney General at the time, issued the Sessions Memo to all United States Attorneys, which rescinded the Cole Memo in its entirety. The Sessions Memo provided that in deciding which marijuana activities to prosecute under U.S. federal laws, prosecutors should follow the same well-established principles that govern all U.S. federal prosecutions. Following the release of the Sessions Memo, the fate of state-legal cannabis is uncertain, and the risk of prosecution varies from state to state based on the posture, priorities and resources of each United States Attorney's Office for each applicable state.

Although the Cole Memo was rescinded, one legislative safeguard for the medical cannabis industry, appended to federal appropriations legislation, remains in place. Currently referred to as the "Rohrabacher-Blumenauer Amendment", this so-called "rider" provision has been appended to the Consolidated Appropriations Acts every year since fiscal year 2015. Under the terms of the Rohrabacher-Blumenauer rider, the federal government is prohibited from using congressionally appropriated funds to enforce federal cannabis laws against regulated medical cannabis actors operating in compliance with state and local law. On December 20, 2019, then President Donald Trump signed the Consolidated Appropriations Act, 2020 which included the Rohrabacher-Blumenauer Amendment, which prohibits the funding of federal prosecutions with respect to medical cannabis activities that are legal under state law. On December 27, 2020, the omnibus spending bill passed including the Rohrabacher-Blumenauer Amendment, extending its application until September 30, 2021.  The Amendment was then renewed through a series of stopgap spending bills on September 30, 2021, December 3, 2021, February 18, 2022, and March 11, 2022.  On March 15, 2022, the Amendment was renewed through the signing of the fiscal year 2022 omnibus spending bill, extending previous funding levels and riders, including the Rohrabacher-Blumenauer Amendment. There can be no assurances that the Rohrabacher-Blumenauer Amendment will be included in future appropriations bills to prevent the federal government from using congressionally appropriated funds to enforce federal cannabis laws against regulated medical cannabis actors operating in compliance with state and local law.


On March 11, 2021, Merrick Garland was sworn in as the U.S. Attorney General. During his campaign, President Biden stated a policy goal to decriminalize possession of cannabis at the federal level, but he has not publicly supported the full legalization of cannabis. In response to questions posed by Senator Cory Booker, Merrick Garland stated during a February 2021 congressional testimony that he would reinstitute a version of the Cole Memo. He reiterated the statement that the Justice Department under his leadership would not pursue cases against Americans "complying with the laws in states that have legalized and are effectively regulating marijuana", in written responses to the Senate Judiciary Committee provided around March 1. It is not yet known whether the Department of Justice under President Biden and Attorney General Garland, will re-adopt the Cole Memo or announce a substantive marijuana enforcement policy. Justice Garland indicated at a confirmation hearing before the United States Senate that it did not seem to him to be a useful use of limited resources to pursue prosecutions in states that have legalized and that are regulating the use of marijuana, either medically or otherwise.  It is unclear what impact, if any, the current administration will have on U.S. federal government enforcement policy on cannabis.

In October 2021, in a letter from U.S. Senators Corey Booker and Elizabeth Warren to Attorney General Garland, the Senators advocated the federal decriminalization of cannabis by removing cannabis from the CSA's list of controlled substances.  To date, Attorney General Garland and the Department of Justice have not publicly responded to the Senators' letter.  Further, there is no guarantee that state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. Unless and until the United States Congress amends the CSA with respect to cannabis (and as to the timing or scope of any such potential amendments there can be no assurance), there is a risk that federal authorities may enforce current U.S. federal law.

Given the conflict of laws and regulations, there is no certainty as to how the DOJ, Federal Bureau of Investigation and other government agencies will handle cannabis matters in the future. There can be no assurance that the Biden Administration would not change the current enforcement policies, priorities and resources and choose to enforce the subject federal laws. The Company regularly monitors ongoing developments in this regard.

Violations of any laws and regulations could result in significant fines, penalties, administrative sanctions, forfeiture, convictions or settlements arising from civil proceedings conducted by either the federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities or divestiture. This could have a material adverse effect on the Company, including its reputation and ability to conduct business, its title (directly or indirectly) to cannabis licenses in the United States, the listing of its securities on various stock exchanges, its financial position, its operating results, and profitability or liquidity or the market price of its publicly traded shares. In addition, it is difficult for the Company to estimate the time or resources that would be needed for the investigation of any such matters or the final resolution of such matters because, in part, the time and resources that may be needed are dependent on the nature and extent of any information requested and degree of enforcement by the applicable authorities involved, and such time or resources could be substantial.

As a company listed on the CSE, the Company accesses the Canadian capital markets on a public and private basis, and any capital raised may be utilized for the ongoing operations of its U.S. holdings that operate in the U.S. cannabis industry. There is no assurance that the Company will be successful, in whole or in part, in raising funds, particularly if the U.S. federal authorities change their position toward enforcing the CSA. Further, access to funding from residents, citizens, venture capital, private equity and banks in the United States may be limited due to their unwillingness to be associated with activities that violate U.S. federal laws. Notwithstanding the above, the SAFE Banking Act would be a positive development for the industry and access to move affordable banking and lending.

Changes to current laws and regulation may impose substantial costs on the Company.


Local, state and federal cannabis laws and regulations in the United States are broad in scope and subject to evolving interpretations, which could require the Company to incur substantial costs associated with compliance or alter certain aspects of its business plan. In addition, violations of these laws, or allegations of such violations, could disrupt certain aspects of the Company's business plan and result in a material adverse effect on certain aspects of the Company's planned operations. Furthermore, it is possible that regulations may be enacted in the future that will be directly applicable to certain aspects of the Company's cannabis business. The Company cannot predict the nature of any future laws, rules, regulations, resolutions, declarations, policy positions, interpretations or applications, nor can it determine what affect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on the Company's business.

Further, there is no guarantee that state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. If the federal government begins to enforce federal laws relating to cannabis in states where the sale and use of cannabis is currently legal, or if existing applicable state laws are repealed or curtailed, the Company's business, results of operations, financial condition and prospects would be materially adversely affected.

The Company is aware that multiple states are considering special taxes or fees on businesses in the marijuana industry. It is a potential yet unknown risk at this time that other states are in the process of reviewing such additional fees and taxation. This could have a material adverse effect on the Company's business, results of operations, financial condition and prospects.

Beginning in September 2019, the United States media began reporting on potential vape related illnesses and death based on conditions resembling pneumonia, that consumers of flavored nicotine and flavored THC vaping products were experiencing. Vaping product sales are a material source of revenue for the Company. Although there has been no conclusive medical or scientific determination as to the cause of the subject conditions, management believes that the Company's products do not contain any of the components or chemicals, including but not limited to vitamin E acetate, which were implicated as possible sources of the condition, and which were identified by the CDC based on laboratory findings released on November 8, 2019. Out of an abundance of caution, governors of certain US states took precautionary, short-term actions until a more conclusive link between vaping products and the condition is determined; as mentioned herein, Oregon was one of those states until the State was forced to lift its ban by court order on January 16, 2020.

The cannabis industry is subject to extensive controls and regulations, which may significantly affect the financial condition of market participants, including the Company.

The Company operates in a new industry which is highly regulated, highly competitive and evolving rapidly. As such, new risks may emerge, and management may not be able to predict all such risks. The Company incurs ongoing costs and obligations related to regulatory compliance. Failure to comply with regulations may result in additional costs for corrective measures, penalties or in restrictions of operations. In addition, changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of the Company.

Further, the Company may be subject to a variety of claims and lawsuits. Adverse outcomes in some or all of these claims may result in significant monetary damages or injunctive relief that could adversely affect its ability to conduct its business.

Litigation and other claims are subject to inherent uncertainties and management's view of these matters may change in the future. A material adverse impact on the Company's financial statements could also occur for the period in which the effect of an unfavorable outcome becomes probable and reasonably estimable.

The cannabis industry is subject to extensive controls and regulations, which may significantly affect the financial condition of market participants. The marketability of any product may be affected by numerous factors that are beyond the control of the Company and which cannot be predicted, such as changes to government regulations, including those relating to taxes and other government levies which may be imposed. Changes in government levies, including taxes, could reduce the Company's earnings on investments and could make future capital investments or the Company's operations uneconomic.

The cannabis industry is also subject to numerous legal challenges, which may significantly affect the financial condition of market participants in the industry, such as the Company, which cannot be readily predicted.

Regulatory scrutiny of the Company's industry may negatively impact its ability to raise additional capital.


The Company's business activities rely on newly established and/or developing laws and regulations. These laws and regulations are rapidly evolving and subject to change with minimal notice. Regulatory changes may adversely affect the Company's profitability or cause it to cease operations entirely. The cannabis industry may come under the scrutiny or further scrutiny by the U.S. Food and Drug Administration, Securities and Exchange Commission, the DOJ, the Financial Industry Regulatory Authority or other federal, applicable state or nongovernmental regulatory authorities or self-regulatory organizations that supervise or regulate the production, distribution, sale or use of cannabis for medical or nonmedical purposes in the United States.

It is impossible to determine the extent of the impact of any new laws, regulations or initiatives that may be proposed, or whether any proposals will become law. The regulatory uncertainty surrounding the Company's industry may adversely affect the business and operations of the Company, including without limitation, the costs to remain compliant with applicable laws and the impairment of its ability to raise additional capital, which could reduce, delay or eliminate any return on investment in the Company.

The Company's operations in the U.S. are subject to applicable anti-money laundering laws and regulations.

The Company is subject to a variety of laws and regulations domestically and in the United States that involve money laundering, financial record keeping and proceeds of crime, including the U.S. Currency and Foreign Transactions Reporting Act of 1970 ("Bank Secrecy Act"), as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended and the rules and regulations thereunder, and any related or similar rules, regulations or guidelines, issued, administered or enforced by governmental authorities in the United States and Canada.

In the event that any of the Company's operations, or any proceeds thereof, any dividends or distributions therefrom, or any profits or revenues accruing from such operations in the United States were found to be in violation of money laundering legislation or otherwise, such transactions may be viewed as proceeds of crime under one or more of the statutes noted above or any other applicable legislation. This could restrict or otherwise jeopardize the ability of the Company to declare or pay dividends, effect other distributions or subsequently repatriate such funds back to Canada. Furthermore, while there are no current intentions to declare or pay dividends on C21's Common Shares in the foreseeable future, in the event that a determination was made that the Company's proceeds from operations (or any future operations or investments in the United States) could reasonably be shown to constitute proceeds of crime, the Company may decide or be required to suspend declaring or paying dividends without advance notice and for an indefinite period of time.

The Company's operations and any proceeds thereof may be considered proceeds of crime since cannabis remains illegal federally in the United States. This restricts the ability of the Company to declare or pay dividends, effect other distributions or subsequently repatriate such funds back to Canada. Furthermore, while the Company has no current intention to declare or pay dividends on its shares in the foreseeable future, the Company may decide or be required to suspend declaring or paying dividends without advance notice and for an indefinite period of time in response to factors outside of the Company's control.

The Company may have difficulty accessing the services of banks and processing credit card payments in the future, which may make it difficult to operate. To mitigate this risk, the Company has maintained banking relations with three private credit unions in states where cannabis has been legalized at the state level, including Partners Colorado Credit Union (Colorado), Salal (Washington State) and Greater Nevada Credit Union (Nevada). Through these private credit unions, the Company is able to access bank services to support its Oregon and Nevada cannabis operations.

Losing access to traditional banking could have a significant effect on our ability to conclude financings and achieve returns.

Since the use of cannabis is illegal under U.S. federal law, there is a strong argument that banks cannot accept for deposit funds from businesses involved with the cannabis industry. Consequently, businesses involved in the cannabis industry often have difficulty finding a bank willing to accept their business. The inability to open or maintain traditional bank accounts may make it difficult to operate the Company's cannabis business. To mitigate this risk, the Company has maintained banking relations with three private credit unions in states where cannabis has been legalized at the state level, including Partners Colorado Credit Union (Colorado), Salal (Washington State) and Greater Nevada Credit Union (Nevada). Through these private credit union banks, the Company can access comprehensive banking services including cash management checking accounts, ACH transfer processing, cash pick-up and delivery services, debit card and credit card processing, online banking, and processing of bank wires and transfers.


The FinCEN Guidance sets forth certain circumstances whereby it is permissible for banks to provide services to cannabis-related businesses without risking prosecution for violation of federal money laundering laws. However, as discussed above, most banks and other financial institutions do not feel comfortable providing banking services to cannabis-related businesses, or relying on the FinCEN Guidance which could be revoked at any time by the Biden Administration. In addition to the foregoing, banks may refuse to process debit card payments and credit card companies generally refuse to process credit card payments for cannabis-related businesses.

Accordingly, the Company may have limited or no access to banking or other financial services in the U.S. in the future and may have to operate the Company's U.S. business on a cash-only basis. In addition, federal money laundering statutes and Bank Secrecy Act regulations discourage financial institutions from working with any organization that sells a controlled substance, regardless of whether the state it resides in permits cannabis sales. While the United States House of Representatives has passed the SAFE Banking Act, which would permit commercial banks to offer services to cannabis companies that are in compliance with state law, it remains under consideration by the Senate, and if Congress fails to pass the SAFE Banking Act, the Company's inability, or limitations on the Company's ability, to open or maintain bank accounts, obtain other banking services and/or accept credit card and debit card payments, may make it difficult for the Company to operate and conduct its business as planned or to operate efficiently.  The prospects of the SAFE Banking Act, or some permutation thereof, becoming law is uncertain as of the date of this MD&A.

The Company's operations in the United States may be subject to heightened scrutiny.

The Company's existing operations in the United States cannabis market, and any future interests, may become the subject of heightened scrutiny by regulators, stock exchanges, clearing agencies or other authorities in Canada. As a result, the Company may be subject to significant direct and indirect interaction with public officials. There can be no assurance that this heightened scrutiny will not in turn lead to the imposition of certain restrictions on the Company's ability to invest in the United States or any other jurisdiction.

Given the heightened risk profile associated with cannabis in the United States, it was previously reported by certain publications in Canada that the Canadian Depository for Securities Limited may implement policies that would see its subsidiary, CDS Clearing and Depository Services Inc. ("CDS"), refuse to settle trades for cannabis issuers that have investments in the United States. The TMX Group, the owner and operator of CDS, subsequently issued a statement on August 17, 2017, reaffirming that there is no CDS ban on the clearing of securities of issuers with cannabis-related activities in the United States, despite media reports to the contrary, and that the TMX Group was working with regulators to arrive at a solution that will clarify this matter, which would be communicated at a later time.

On February 8, 2018, following discussions with the Canadian Securities Administrators and recognized Canadian securities exchanges, the TMX Group announced the signing of a Memorandum of Understanding (the "TMX MOU") with Aequitas NEO Exchange Inc., the CSE, the Toronto Stock Exchange and the TSX Venture Exchange (the "TSXV"). The TMX MOU outlines the parties' understanding of Canada's regulatory framework applicable to the rules, procedures and regulatory oversight of the exchanges and CDS as it relates to issuers with cannabis-related activities in the United States.

The TMX MOU confirms, with respect to the clearing of listed securities, that CDS relies on the exchanges to review the conduct of listed issuers. As a result, there is no CDS ban on the clearing of securities of issuers with cannabis-related activities in the United States. However, there can be no guarantee that this approach to regulation will continue in the future. If such a ban were to be implemented, it would have a material adverse effect on the ability of holders of Common Shares to make and settle trades. In particular, the Common Shares would become highly illiquid and until an alternative was implemented investors would have no ability to affect a trade of Common Shares through the facilities of a stock exchange.

Through its subsidiaries, C21 is licensed by the OLCC to cultivate and distribute wholesale and retail recreational and medicinal cannabis products in Oregon.

Through its subsidiaries, the Company is also licensed by the State of Nevada Department of Taxation to cultivate and distribute wholesale and retail recreational and medicinal cannabis products in Nevada.


The following table is a summary of C21's balance sheet exposure to U.S. cannabis-related activities as of January 31, 2022:                        

2022                  
    Operating Subsidiaries     Non-Controlling Investments     Total  
Current Assets $ 9,301,856   $ -   $ 9,301,856  
Non-current Assets   51,516,301     -     51,516,301  
Total Assets $ 60,818,157   $ -   $ 60,818,157  
Current Liabilit ies $ 14,514,776   $ -   $ 14,514,776  
Non-Current liabilit ies   12,086,460     -     12,086,460  
Total Liabilities $ 26,601,236   $ -   $ 26,601,236  

Goodwill and intangibles related to the acquisition of U.S. based subsidiaries are included within the noncurrent asset totals above.

The following represents the portion of certain assets on C21's consolidated balance sheet that pertain to U.S. Cannabis activity as of January 31, 2022:

  • Inventory: 100%
  • Property plant & equipment: 100%
  • Intangible assets and goodwill: 100%
  • Notes receivable and deposits: 99%

Unfavorable publicity or consumer perception of cannabis may have an adverse effect on the demand for our products.

The Company believes the adult-use and medical cannabis industries are highly dependent upon consumer perception regarding the safety, efficacy and quality of the cannabis produced. Consumer perception can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of cannabis products. There can be no assurance that future scientific research or findings, regulatory investigations, litigation, media attention or other publicity will be favorable to the cannabis market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory investigations, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier research reports, findings or other publicity could have a material adverse effect on the demand for adult-use or medical cannabis and on the business, results of operations, financial condition, cash flows or prospects of the Company. Further, adverse publicity reports or other media attention regarding the safety, efficacy and quality of cannabis in general, or associating the consumption of adult-use and medical cannabis with illness or other negative effects or events, could have such a material adverse effect. There is no assurance that such adverse publicity reports, findings or other media attention will not arise.

Public opinion may result in a significant influence over the regulation of the cannabis industry in Canada, the United States or elsewhere. A negative shift in the public's perception of cannabis in the United States, or any other applicable jurisdiction could affect future legislation or regulation. Among other things, such a shift could cause state jurisdictions to abandon initiatives or proposals to legalize medical cannabis, thereby limiting the number of new state jurisdictions into which the Company could expand. Any limits on future expansion may have a material adverse effect on the Company's business, financial condition, and results of operations.

State and local laws and regulations may heavily regulate brands and forms of cannabis products and there is no guarantee that the Company's current and proposed brands and products will remain or be approved for sale and distribution in any state.

States generally only allow the manufacture, sale and distribution of cannabis products that are grown in that state and may require advance notice of such products. Certain states and local jurisdictions have promulgated certain requirements for approved cannabis products based on the form of the product and the concentration of the various cannabinoids in the product. While the Company will continue to follow the guidelines and regulations of each applicable state and local jurisdiction in preparing products for sale and distribution, there is no guarantee that such future products will be approved to the extent necessary. For the products that are approved, there is a risk that any state or local jurisdiction may revoke its approval for such products based on changes in laws or regulations or based on its discretion or otherwise.


The business premises of the Company are a target for theft, which may have an adverse impact on its financial condition and results of operations.

The business premises of the Company are a target for theft. While the Company has implemented security measures and continues to monitor and improve its security measures, its cultivation, processing, distribution and dispensary facilities could be subject to break-ins, robberies and other breaches in security. If there was a breach in security and the Company fell victim to a robbery or theft, the loss of cannabis plants, cannabis oils, cannabis flowers, cannabis products, cultivation and processing equipment, and cash could have a material adverse impact on the business, financials condition, results of operation and property of the Company.

As the Company's business involves the movement and transfer of cash which is collected from third parties or deposited into its bank, there is a risk of theft or robbery during the transport of cash. The Company engages security firms to provide armed guards and security in the transport and movement of large amounts of cash. While the Company has taken robust steps to prevent theft or robbery of cash during transport, there can be no assurance that there will not be a security breach during the transport and the movement of cash involving the theft of product or cash.

The Company has historically relied on access to both public and private capital in order to support its continuing operations, and the Company expects to continue to rely on the capital markets to finance its business.

Although such business carries a higher degree of risk, and despite the legal standing of cannabis businesses pursuant to U.S. federal laws, Canadian based issuers involved in the U.S. state-legal cannabis industry have been successful in raising substantial amounts of private and public financing. However, there is no assurance the Company will be successful, in whole or in part, in raising funds in the future, particularly if the U.S. federal authorities change their position toward enforcing the CSA. Further, access to funding from U.S. residents may be limited due to their unwillingness to be associated with activities which violate U.S. federal laws.

As consumer perceptions of cannabis evolve, the Company may face unfavorable publicity or consumer perception.

The state-legal cannabis industry in the U.S. is at an early stage of its development. Cannabis has been, and will continue to be, a controlled substance for the foreseeable future. Consumer perceptions regarding legality, morality, consumption, safety, efficacy and quality of cannabis are mixed and evolving. Consumer perception can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of cannabis products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the cannabis market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favourable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for cannabis and on the business, results of operations, financial condition and cash flows of the Company. Further, adverse publicity reports or other media attention regarding cannabis in general or associating the consumption of cannabis with illness or other negative effects or events, could have such a material adverse effect. Public opinion and support for medical and adult-use cannabis use has traditionally been inconsistent and varies from jurisdiction to jurisdiction. While public opinion and support appears to be rising for legalizing medical and adult-use cannabis, it remains a controversial issue subject to differing opinions surrounding the nature of legalization (for example, support for legalization of medical versus recreational cannabis). The Company's ability to maintain and increase market acceptance of its company and products may require substantial expenditures on investor relations, strategic relationships and marketing initiatives. There can be no assurance that such initiatives will be successful, and their failure may have an adverse effect on the Company.

Product liability claims or regulatory actions against the Company could result in increased costs, could adversely affect the Company's reputation with its clients and consumers generally, and could have a material adverse effect on the business.

As a manufacturer and distributor of products designed to be ingested by humans, the Company faces an inherent risk of exposure to product liability claims, regulatory action and litigation if its products are alleged to have caused significant loss or injury. This is particularly true in light of the United States media news, beginning in September 2019, regarding potential vaporizer (vape) related illnesses and deaths. The Company closely monitors the news reports on this topic, including results from the investigations being conducted by the CDC, and put out a statement over its social media feed on September 11, 2019 confirming its commitment to consumer safety, discussing the rigorous quality control and testing of its products, and explaining that none of its vape products are manufactured with vitamin E acetate, or any other additives, thickeners or agents. The Company further disclosed its complete ingredient list for all of its vape products. In addition, the manufacture and sale of marijuana involve the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Previously unknown adverse reactions resulting from human consumption of marijuana alone or in combination with other medications or substances could occur. As a manufacturer, distributor and retailer of adult-use and medical marijuana, or in its role as an investor in or service provider to an entity that is a manufacturer, distributor and/or retailer of adult-use or medical marijuana, the Company may be subject to various product liability claims, including, among others, that the marijuana product caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against the Company could result in increased costs, could adversely affect the Company's reputation with its clients and consumers generally, and could have a material adverse effect on the business, results of operations, financial condition or prospects of the Company. There can be no assurances that the Company will be able to maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to maintain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of the Company's potential products or otherwise have a material adverse effect on the business, results of operations, financial condition or prospects of the Company.


As the cannabis industry is nascent, expectations regarding the development of the market may not be accurate and may change.

Due to the early stage of the state-legal cannabis industry, forecasts regarding the size of the industry and the sales of products are inherently subject to significant unreliability. A failure in the demand for products to materialize as a result of competition, technological change or other factors could have a material adverse effect on the business, results of operations and financial condition of the Company.

The cultivation, extraction and processing of cannabis and derivative products is dependent on a number of key inputs and their related costs which relies on a health supply chain.

Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could materially impact the business, financial condition and operating results of an operator. Some of these inputs may only be available from a single supplier or a limited group of suppliers.  If a single source supplier were to go out of business, an operator might be unable to find a replacement for such source in a timely manner or at all. Any inability to secure required supplies and services or to do so on appropriate terms could have a materially adverse impact on the business, financial condition and operating results of an operator, and consequently, the Company.  Given the recent, systemic issues with the global supply chain, there is an increased risk of interruption or negative change in the availability of key inputs the Company relies upon which could materially adversely impact the Company in the current supply chain environment and into the foreseeable future.

The Company's limited operating history makes evaluating its business and prospects difficult.

The Company has a limited operating history on which to base an evaluation of its business, financial performance and prospects. As such, the Company's business and prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in the early stage of development. As the Company is in an early stage and is introducing new products, the Company's revenues may be materially affected by the decisions, including timing decisions, of a relatively consolidated customer base. The Company has had limited experience in addressing the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving industries such as the cannabis industry. There can be no assurance that the Company will be successful in addressing these risks, and the failure to do so in any one area could have a material adverse effect on the Company's business, prospects, financial condition and results of operations.

There is no assurance of the Company's profitability.

The Company cannot give assurances that it will not incur losses in the future. The limited operating history makes it difficult to predict future operating results. The Company is subject to the risks inherent in the operation of a new business enterprise in an emerging and uncertain business sector, and there can be no assurance that the Company will be able to successfully address these risks.


The Company Company's operations are impacted by general economic trends.

Any worldwide economic slowdown and tightening of credit in the financial markets may impact the business of the Company's customers, which could have an adverse effect on the Company's business, financial condition, or results of operations. Adverse changes in general economic or political conditions in the United States and elsewhere could adversely affect the Company's business, financial condition, results of operations and property.

The Company faces risks related to tax credits and deductions.

The provisions of the Section 280E of the U.S. Internal Revenue Code of 1986, as amended (the "Code") are being applied by the IRS to businesses operating in the U.S. medical and adult-use marijuana industry. Section 280E of the Code provides that no deduction or credit shall be allowed for any amount paid or incurred during the taxable year in carrying on any trade or business if such trade or business (or the activities which comprise such trade or business) consists of trafficking in controlled substances (within the meaning of schedule I and II of the CSA) which is prohibited by Federal law or the law of any State in which such trade or business is conducted.

Even though several states have medical and adult-use marijuana laws, the IRS is applying Section 280E of the Code to deny business deductions. Businesses operating legally under state law argue that Section 280E of the Code should not be applied because Congress did not intend the law to apply to businesses that are legal under state law. The IRS asserts that it was the intent of Congress to apply the provision to anyone "trafficking" in a controlled substance, as defined under Federal law (as stated in the text of the statute). Section 280E of the Code is at the center of the conflict between Federal and state laws with respect to medical and retail marijuana which applies to the business conducted by the Company. Section 280E of the Code may adversely impact the Company and cause it to be subject to higher effective U.S. federal income tax rates than similar companies in other industries.

Currency fluctuations may have a material adverse effect on the Company's business, financial condition and operating results.

Due to the Company's present operations in the United States, and its intention to continue future operations outside Canada, the Company is expected to be exposed to significant currency fluctuations. All or substantially all of the Company's revenue will be earned in U.S. dollars, but operating expenses are incurred in both U.S. and Canadian dollars. The Company does not have currency hedging arrangements in place, and there is no expectation that the Company will put any currency hedging arrangements in place in the future. Fluctuations in the exchange rate between the U.S. dollar and Canadian dollar may have a material adverse effect on the Company's business, financial condition and operating results. The Company may, in the future, establish a program to hedge a portion of its foreign currency exposure with the objective of minimizing the impact of adverse foreign currency exchange movements. However, even if the Company develops a hedging program, there can be no assurance that it will effectively mitigate currency risks.

Rising energy costs may have a material adverse effect on the Company's business, financial condition and operating results.

Adult-use and medical marijuana growing operations consume considerable energy, making the Company potentially vulnerable to rising energy costs. Rising or volatile energy costs may adversely impact the business, results of operations, financial condition or prospects of the Company.

The Company faces risks related to supply chain issues and interruptions.

Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could materially impact the business, financial condition and operating results of an operator. Some of these inputs may only be available from a single supplier or a limited group of suppliers.  If a single source supplier were to go out of business, an operator might be unable to find a replacement for such source in a timely manner or at all. Any inability to secure required supplies and services or to do so on appropriate terms could have a materially adverse impact on the business, financial condition and operating results of an operator, and consequently, the Company.  Given the recent, systemic issues with the global supply chain, there is an increased risk of interruption or negative change in the availability of key inputs the Company relies upon which could materially adversely impact the Company in the current supply chain environment and into the foreseeable future.


The Company may not be able to meet its obligations as they become due, and the Company will require additional funding to continue as a going concern.

Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company's ability to continue as a going concern is dependent on management's ability to raise required funding through future equity or debt issuances. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. While the Company experiences positive cash flow from operations, such cash flow will not be sufficient on its own to fund payments on the short-term debt obligations owing to the Company's President and CEO, and other unsecured creditors. These material uncertainties cast significant doubt upon the Company's ability to continue as a going concern.

The Company will require additional financing, which may not be available.

The continued development of the Company will require additional financing. There is no guarantee that the Company will be able to achieve its business objectives. The Company intends to fund its business objectives by way of additional offerings of equity and/or debt financing. The failure to raise or procure such additional funds could result in the delay or indefinite postponement of current business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on terms acceptable to the Company. If additional funds are raised by offering equity securities or convertible debt, existing shareholders could suffer significant dilution. Any debt financing secured in the future could involve the granting of security against assets of the Company and also contain restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities, including potential acquisitions. The Company will require additional financing to fund its operations until positive cash flow is achieved.

Company indebtedness could have a number of adverse impacts on the Company, including reducing the availability of cash flows to fund working capital and capital expenses.

Any indebtedness of the Company could have significant consequences on the Company, including: increase the Company's vulnerability to general adverse economic and industry conditions; require the Company to dedicate a substantial portion of its cash flow from operations to making interest and principal payments on its indebtedness, reducing the availability of the Company's cash flow to fund capital expenditures, working capital and other general corporate purposes; limit the Company's flexibility in planning for, or reacting to, changes in the business and the industry in which it operates; place the Company at a competitive disadvantage compared to its competitors that have greater financial resources; and limit the Company's ability to complete fundamental corporate changes or transactions or to declare or pay dividends.

FORWARD LOOKING STATEMENTS

This MD&A includes "forward-looking information" and "forward-looking statements" within the meaning of Canadian securities laws and United States securities laws. All information, other than statements of historical facts, included in this MD&A that addresses activities, events or developments that the Company expects or anticipates will or may occur in the future is forward-looking information. Forward-looking information includes, among other things, information regarding: statements relating to the business and future activities of, and developments related to, the Company, including such things as the impact of the ongoing COVID-19 pandemic with reductions of operating (including marketing) and capital expenses and revenues, future business strategy, competitive strengths, goals, expansion and growth of the Company's business, operations and plans, including information concerning the completion and timing of the completion of contemplated acquisitions or dispositions, expectations whether such proposed transactions will be consummated on the current terms or otherwise and contemplated timing, expectations and effects of such proposed transactions, including the potential number and location of cultivation and production facilities and dispensaries or licenses therefor to be acquired or sold and markets to be entered into or exited by the Company as a result of completing such proposed transactions, the ability of the Company to successfully achieve its business objectives as a result of completing such proposed acquisitions or dispositions, estimates of future cultivation, manufacturing and extraction capacity, expectations as to the development and distribution of the Company's brands and products, the expansion into additional U.S. and international markets, any potential future legalization of adult-use and/or medical cannabis under U.S. federal law, expectations of market size and growth in the United States and the states in which the Company operates or contemplates future operations and the effect such growth will have on the Company's financial performance, expectations for other economic, business, regulatory and/or competitive factors related to the Company or the cannabis industry generally, and other events or conditions that may occur in the future.


Readers are cautioned that forward-looking information and statements are based on reasonable assumptions, estimates, analysis and opinions of management of the Company at the time they were provided or made in light of their experience and their perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information and statements.

Forward-looking information and statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made including among other things assumptions about: the contemplated acquisitions and dispositions being completed on the current terms and current contemplated timeline; development costs remaining consistent with budgets; ability to manage anticipated and unanticipated costs; favorable equity and debt capital markets; the ability to raise sufficient capital to advance the business of the Company; favorable operating and economic conditions; political and regulatory stability; obtaining and maintaining all required licenses and permits; receipt of governmental approvals and permits; sustained labor stability; favorable production levels and costs related to the Company's operations; the pricing of various cannabis products; the level of demand for cannabis products; the availability of third party service providers and other inputs for the Company's operations; the Company's ability to conduct operations in a safe, efficient and effective manner; the ability of the Company to restructure and service its secured debt; the availability of securitized debt financing on terms acceptable to the Company, or at all;  and the ability of the Company's operations to perform and continue in the ordinary course in light of the ongoing COVID-19 pandemic. While the Company considers these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks, uncertainties, contingencies and other factors that could cause actual performance, achievements, actions, events, results or conditions to be materially different from those projected in the forward-looking information and statements. Many assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct.

Risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information and statements include, among others, risks relating to U.S. regulatory landscape and enforcement related to cannabis, including governmental and environmental regulation, public opinion and perception of the cannabis industry, risks related to the ability to consummate any proposed acquisitions or dispositions on the proposed terms and the ability to obtain requisite regulatory approvals and third party consents and the satisfaction of other conditions, risks related to reliance on third party service providers, the limited operating history of the Company, risks inherent in an agricultural business, risks related to proprietary intellectual property, risks relating to financing activities, risks relating to the management of growth, increasing competition in the cannabis industry, risks associated to cannabis products manufactured for human consumption including health risks, potential product recalls, reliance on key inputs, reliance on a healthy global supply chain, suppliers and skilled labor (the availability and retention of which is subject to uncertainty), cyber-security risks, ability and constraints on marketing products, fraudulent activity by employees, contractors and consultants, risk of litigation and conflicts of interest, and the difficulty of enforcement of judgments and effecting service outside of Canada, risks related to future acquisitions or dispositions, limited research and data relating to cannabis, risks and uncertainties related to the ongoing impact of the COVID-19 pandemic and the continued impact it may have on the global economy and the retail sector, particularly the cannabis retail sector in the states in which the Company operates, risks and uncertainties relating to the Company's President and Chief Executive Officer, Sonny Newman, being the Company's major lender holding security over the Company's principal operating assets in Nevada, as well as those risk factors discussed elsewhere herein, including under "Risk Factors".

Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information and statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such information and statements. Accordingly, readers should not place undue reliance on forward-looking information and statements.  The Company may elect to update such forward-looking information and statements at a future time, it assumes no obligation for doing so except to the extent required by applicable law.


EX-15.3 10 exhibit15-3.htm EXHIBIT 15.3 C21 Investments Inc.: Exhibit 15.3 - Filed by newsfilecorp.com

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S‐8 (No.333‐ 259093) of C21 Investments Inc. of our report dated August 15, 2022, relating to the consolidated financial statements of C21 Investments Inc., included in this Annual Report on Form 20‐F for the year ended January 31, 2022.

/s/ BAKER TILLY US, LLP

Irvine, CA

August 15, 2022


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Document and Entity Information
12 Months Ended
Jan. 31, 2022
shares
Document Information [Line Items]  
Entity Registrant Name C21 Investments Inc.
Entity Central Index Key 0000831609
Current Fiscal Year End Date --01-31
Entity Current Reporting Status Yes
Amendment Flag false
Entity Common Stock, Shares Outstanding 120,047,814
Document Period End Date Jan. 31, 2022
Document Type 20-F
Entity Shell Company false
Entity Voluntary Filers No
Entity Interactive Data Current Yes
Entity Ex Transition Period false
Entity Emerging Growth Company true
Document Fiscal Period Focus FY
Document Fiscal Year Focus 2022
Entity Well-known Seasoned Issuer No
Entity Filer Category Non-accelerated Filer
Document Annual Report true
Document Transition Report false
Document Shell Company Report false
Title of 12(b) Security Common shares, no par value
ICFR Auditor Attestation Flag false
Document Registration Statement false
Entity File Number 000-55982
Entity Incorporation, State or Country Code Z4
Entity Address, Address Line One Floor, 885 West Georgia Street
Entity Address, Postal Zip Code V6E 3H4
Entity Address, City or Town Vancouver
Entity Address, Country CA
Document Accounting Standard U.S. GAAP
Auditor Firm ID 23
Auditor Location Chicago, Illinois
Auditor Name Baker Tilly US, LLP
Business Contact [Member]  
Document Information [Line Items]  
Contact Personnel Name Michael Kidd
Entity Address, Address Line One Floor, 885 West Georgia Street
Entity Address, Postal Zip Code V6E 3H4
Entity Address, City or Town Vancouver
Entity Address, Country CA
City Area Code 833
Local Phone Number 289-2994
XML 24 R2.htm IDEA: XBRL DOCUMENT v3.22.2.2
CONSOLIDATED BALANCE SHEETS - USD ($)
Jan. 31, 2022
Jan. 31, 2021
Current assets    
Cash $ 3,067,983 $ 6,237,182
Receivables 210,423 116,017
Inventory 4,054,473 2,692,647
Prepaid expenses and deposits 773,450 778,037
Current portion of assets classified as held for sale 2,178,145 1,492,826
Total current assets 10,284,474 11,316,709
Non-current assets    
Property and equipment 4,869,593 2,748,636
Right-of-use assets 8,875,884 9,337,248
Intangible assets 9,224,165 10,957,961
Goodwill 28,541,323 28,541,323
Security deposit 49,011 47,739
Deferred tax asset 9,024 556,514
Assets classified as held for sale 0 3,313,334
TOTAL ASSETS 61,853,474 66,819,464
Current liabilities    
Accounts payable and accrued liabilities 2,508,869 2,680,996
Promissory note payable - current portion 6,080,000 6,080,000
Convertible promissory note - current portion 1,281,442 2,202,646
Income taxes payable 3,658,162 3,378,299
Lease liabilities - current portion 325,698 260,621
Current portion of liabilities classified as held for sale 874,379 628,171
Total current liabilities 14,728,550 15,230,733
Non-current liabilities    
Lease liabilities 8,953,425 9,279,123
Deposit liability 100,000 0
Promissory note payable 2,026,667 8,106,667
Derivative liabilities 1,006,368 9,759,127
Reclamation obligation 55,272 55,008
Liabilities classified as held for sale 0 1,132,658
TOTAL LIABILITIES 26,870,282 43,563,316
SHAREHOLDERS' EQUITY    
Common stock, no par value; unlimited shares authorized; 120,047,814 and 117,057,860 shares issued and outstanding as at January 31, 2022 and 2021, respectively 105,236,351 103,636,830
Commitment to issue shares 628,141 649,928
Accumulated other comprehensive loss (2,370,967) (1,604,126)
Deficit (68,510,333) (79,426,484)
TOTAL SHAREHOLDERS' EQUITY 34,983,192 23,256,148
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 61,853,474 $ 66,819,464
XML 25 R3.htm IDEA: XBRL DOCUMENT v3.22.2.2
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares
Jan. 31, 2022
Jan. 31, 2021
Statement of Financial Position [Abstract]    
Common Stock, No Par Value $ 0 $ 0
Common Stock, Shares, Issued 120,047,814 117,057,860
Common Stock, Shares, Outstanding 120,047,814 117,057,860
XML 26 R4.htm IDEA: XBRL DOCUMENT v3.22.2.2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)
12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Statement of Comprehensive Income [Abstract]    
Revenue $ 32,982,976 $ 33,466,063
Cost of sales 14,172,991 15,418,717
Gross Profit 18,809,985 18,047,346
Selling, general and administrative expense 9,055,174 8,807,399
Income from operations 9,754,811 9,239,947
Interest expense (1,077,068) (3,931,570)
Accretion expense (230,462) (1,220,896)
Other income 108,470 35,275
Gain (loss) on change in fair value of derivative liabilities 8,576,290 (5,756,195)
Net income (loss) from continuing operations before income taxes 17,132,041 (1,633,439)
Income tax expense (3,973,246) (2,968,133)
Net income (loss) from continuing operations after income taxes 13,158,795 (4,601,572)
Net loss from discontinued operations after income taxes (2,242,644) (3,228,056)
NET INCOME (LOSS) 10,916,151 (7,829,628)
Other comprehensive loss    
Cumulative translation adjustment (766,841) (613,609)
COMPREHENSIVE INCOME (LOSS) $ 10,149,310 $ (8,443,237)
Basic income (loss) per share from continuing operations $ 0.11 $ (0.04)
Diluted income (loss) per share from continuing operations 0.11 (0.04)
Basic loss per share from discontinued operations (0.02) (0.03)
Diluted loss per share from discontinued operations (0.02) (0.03)
Basic income (loss) per share 0.09 (0.07)
Diluted income (loss) per share $ 0.09 $ (0.07)
Weighted average number of common shares outstanding - basic 118,308,584 104,841,540
Weighted average number of common shares outstanding - diluted 121,141,677 104,841,540
XML 27 R5.htm IDEA: XBRL DOCUMENT v3.22.2.2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)
Common stock [Member]
Commitment to issue shares [Member]
Accumulated other comprehensive loss [Member]
Deficit [Member]
Total
Beginning balance (Shares) at Jan. 31, 2020 89,388,639        
Beginning balance at Jan. 31, 2020 $ 85,096,509 $ 1,100,881 $ (990,517) $ (71,596,856) $ 13,610,017
Purchase of Phantom real estate (Shares) 7,132,042        
Purchase of Phantom real estate $ 2,582,903       2,582,903
Amendment of Megawood consideration (Shares) 95,849        
Amendment of Megawood consideration $ 38,415       $ 38,415
Shares issued on exercise of options (Shares) 200,000       200,000
Shares issued on exercise of options $ 98,950       $ 98,950
Shares issued on exercise of convertible debentures (Shares) 19,764,694        
Shares issued on exercise of convertible debentures $ 12,758,473       12,758,473
Commitment to issue shares on purchase of Swell Companies (Shares) 456,862        
Commitment to issue shares on purchase of Swell Companies $ 429,582 (429,582)     0
Commitment to issue shares on purchase of EFF (Shares) 19,774        
Commitment to issue shares on purchase of EFF $ 21,371 (21,371)     0
Standby warrants issued 2,116,192       2,116,192
Share-based compensation $ 494,435       494,435
Net loss and comprehensive loss for the year     (613,609) (7,829,628) (8,443,237)
Ending balance (Shares) at Jan. 31, 2021 117,057,860        
Ending balance at Jan. 31, 2021 $ 103,636,830 649,928 (1,604,126) (79,426,484) 23,256,148
Commitment to issue shares on purchase of EFF (Shares) 19,774        
Commitment to issue shares on purchase of EFF $ 21,787 (21,787)     0
Shares issued on exercise of PF warrants (Shares) 456,100        
Shares issued on exercise of PF warrants $ 533,326       533,326
Shares issued on exercise of guaranteed warrants (Shares) 1,214,080        
Shares issued on exercise of guaranteed warrants         0
Shares issued - Settlement of Earn out shares (Shares) 1,300,000        
Shares issued - Settlement of Earn out shares $ 677,939       677,939
Share-based compensation $ 366,469       366,469
Net loss and comprehensive loss for the year     (766,841) 10,916,151 10,149,310
Ending balance (Shares) at Jan. 31, 2022 120,047,814        
Ending balance at Jan. 31, 2022 $ 105,236,351 $ 628,141 $ (2,370,967) $ (68,510,333) $ 34,983,192
XML 28 R6.htm IDEA: XBRL DOCUMENT v3.22.2.2
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
OPERATING ACTIVITIES    
Net income (loss) from continuing operations $ 13,158,795 $ (4,601,572)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:    
Depreciation and amortization 1,818,325 2,270,526
Share-based compensation 366,469 494,435
Interest expense 83,058 3,573,101
Accretion expense 230,462 1,220,896
Deferred income tax 589,914 602,087
Foreign exchange gain 500,462 284,401
(Gain) loss on change in fair value of derivative liabilities (8,576,290) 5,756,195
Gain on disposal of assets 0 (135,564)
Changes in operating assets and liabilities    
Inventory (1,361,826) 1,700,987
Prepaid expenses and deposits 4,587 (368,678)
Receivables (94,406) 154,900
Assets classified as held for sale 748,404 0
Accounts payable and accrued liabilities 1,568,932 (1,431,130)
Income tax payable 279,863 (336,367)
Lease liabilities (72,734) (701,115)
Liabilities classified as held for sale (805,406) 0
Cash provided by operating activities of continuing operations 8,438,609 8,483,102
Cash (used in) provided by operating activities of discontinued operations (1,602,478) 241,753
INVESTING ACTIVITIES    
Purchases of property and equipment (2,562,304) (227,777)
Payment of Megawood consideration payable 0 (130,000)
Payment of Swell consideration payable 0 (846,256)
Cash used in investing activities of continuing operations (2,562,304) (1,204,033)
Cash provided by investing activities of discontinued operations 1,168,349 100,000
FINANCING ACTIVITIES    
Principal repayments on promissory note payable (6,080,000) (7,013,333)
Repayment of convertible promissory notes (1,210,000) 0
Proceeds from warrants exercised 533,326 0
Cash proceeds from options 0 98,950
Issuance of convertible debentures on exercise of warrants 0 5,688,442
Interest paid in cash (1,082,500) (2,500,669)
Lease payments received 100,000 0
Cash used in financing activities of continuing operations (7,739,174) (3,726,610)
Cash used in financing activities of discontinued operations (105,360) (119,914)
Effect of foreign exchange on cash (766,841) (613,609)
(Decrease) increase in cash during the year (3,169,199) 3,160,689
Cash, beginning of year 6,237,182 3,076,493
Cash, end of year 3,067,983 6,237,182
Supplemental disclosure of cash flow information    
Interest paid in cash 2,322,855 2,515,446
Income taxes paid in cash 3,145,893 2,832,676
Non-cash investing activities    
Right-of-use asset additions resulting from lease renewals 0 7,236,663
Non-cash financing activities    
Common shares issued on exercise of convertible debentures 0 12,758,473
Common shares issued in settlement of Phantom Farms earn out shares 677,939 0
Common shares issued as partial settlement of commitment to issue shares 21,787 450,953
Common shares issued to complete purchase of land 0 2,582,903
Common shares issued as partial repayment of promissory note $ 0 $ 38,415
XML 29 R7.htm IDEA: XBRL DOCUMENT v3.22.2.2
NATURE OF OPERATIONS
12 Months Ended
Jan. 31, 2022
Nature Of Operations [Abstract]  
NATURE OF OPERATIONS [Text Block]

1. NATURE OF OPERATIONS

C21 Investments Inc. (the "Company" or "C21") was incorporated January 15, 1987, under the Company Act of British Columbia. The Company is a publicly traded company with its registered office is 1900-885 West Georgia Street, Vancouver, BC, V6C 3H4.

Pursuant to a change of business announced on January 29, 2018 to the Cannabis industry, the Company commenced acquiring and operating revenue-producing cannabis operations in the USA.

On June 15, 2018, the Company's common shares were delisted from the TSX Venture Exchange ("TSX-V") at the Company's request and on June 18, 2018 the Company commenced trading on the Canadian Securities Exchange ("CSE"), completed its change of business to the cannabis industry and commenced trading under the symbol CXXI. The Company registered its common shares in the United States and on May 6, 2019, its shares were cleared by the Financial Industry Regulatory Authority for trading on the OTC Markets platform under the U.S. trading symbol CXXIF. On September 28, 2020, the Company began trading on the OTCQB® Venture Market.

For the year ended January 31, 2021, the Company operated in two segments: recreational cannabis in Oregon, USA and recreational and medical cannabis in Nevada, USA (note 17). During the year ended January 31, 2022, the Company made the strategic decision to exit operations in Oregon. The comparative results of operations have been re-stated to present the operating results of the Oregon segment as discontinued operations. The Nevada segment remains engaged in the cultivation of and manufacturing of cannabis flower products, vape products and extract products for wholesale and retail sales.

At January 31, 2022, the Company had cash of $3,067,983, a working capital deficit of $4,444,076, and an accumulated deficit of $68,510,333. However, for the year ended January 31, 2022, the Company generated net income and positive cash flows from operations.

Management has taken several actions to ensure that the Company will continue as a going concern through January 31, 2023, including the closing of its operations in Oregon (note 4), selling the assets in Oregon, reducing headcount, and reducing discretionary expenditures. The Company is seeking additional financing in the form of debt which could consolidate existing debt on its balance sheet on more favorable terms. Management believes that these actions will enable the Company to continue as a going concern through August 15, 2023, one year from the date these consolidated financial statements were issued.

In the United States, 36 states, the District of Columbia, and four out of five U.S. territories allow the use of medical cannabis. The recreational adult-use of cannabis is legalized in 17 states, including Alaska, Arizona, California, Colorado, Illinois, Maine, Massachusetts, Michigan, Montana, Nevada, New Jersey, New Mexico, New York, Oregon, Vermont, Virginia, Washington, and the District of Columbia. At the federal level, however, cannabis currently remains a Schedule I controlled substance under the Federal Controlled Substances Act of 1970. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the United States, and a lack of accepted safety for the use of the drug under medical supervision. As such, even in those states in which marijuana is legalized under state law, the manufacture, importation, possession, use or distribution of cannabis remains illegal under U.S. federal law. This has created a dichotomy between state and federal law, whereby many states have elected to regulate and remove state-level penalties regarding a substance which is still illegal at the federal level. There remains uncertainty about the US federal government's position on cannabis with respect to cannabis-legal status. A change in its enforcement policies could impact the ability of the Company to continue as a going concern.

XML 30 R8.htm IDEA: XBRL DOCUMENT v3.22.2.2
BASIS OF PREPARATION
12 Months Ended
Jan. 31, 2022
Basis Of Preparation [Abstract]  
BASIS OF PREPARATION [Text Block]

2. BASIS OF PREPARATION

Basis of presentation

These consolidated financial statements as at and for the years ended January 31, 2022 and 2021 ("consolidated financial statements") are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). These consolidated financial statements have been prepared on an accrual basis and are based on historical costs, except for certain financial instruments classified as fair value through profit or loss.

Functional and reporting currency

The functional currency of C21 Investments Inc. is Canadian dollars, and the functional currency of the Company's subsidiaries is U.S. dollars. C21 has determined that the U.S. dollar is the most relevant and appropriate reporting currency as the Company's operations are conducted in U.S. dollars and its financial results are prepared and reviewed internally by management in U.S. dollars. The consolidated financial statements are presented in U.S. dollars unless otherwise noted.

Basis of consolidation

The consolidated financial statements incorporate the accounts of the Company and all the entities in which the Company has a controlling voting interest and is deemed to be the primary beneficiary. All consolidated entities were under common control during the entirety of the periods for which their respective results of operations were included in the consolidated statements (i.e. from the date of acquisition). All intercompany balances and transactions are eliminated upon consolidation.

The following are the Company's subsidiaries that are included in these consolidated financial statements as at and for the year ended January 31, 2022:

Name of Subsidiary

Country of
Incorporation

Percentage
Ownership

Functional
Currency

Principal Activity

320204 US Holdings Corp.

USA

100%

USD

Holding Company

320204 Oregon Holdings Corp.

USA 100% USD Holding Company

320204 Nevada Holdings Corp.

USA 100% USD Holding Company

320204 Re Holdings, LLC

USA 100% USD Holding Company

Eco Firma Farms LLC

USA 100% USD Cannabis producer

Silver State Cultivation LLC

USA 100% USD Cannabis producer

Silver State Relief LLC

USA 100% USD Cannabis retailer

Swell Companies LTD

USA 100% USD Cannabis processor, distributor

Megawood Enterprises Inc.

USA 100% USD Cannabis retailer

Phantom Venture Group, LLC

USA 100% USD Holding Company

Phantom Brands, LLC

USA 100% USD Holding Company

Phantom Distribution, LLC

USA 100% USD Cannabis distributor

63353 Bend, LLC

USA 100% USD Cannabis producer

20727-4 Bend, LLC

USA 100% USD Cannabis processor

4964 BFH, LLC

USA 100% USD Cannabis producer

Workforce Concepts 21, Inc.

USA 100% USD Payroll and benefits services
XML 31 R9.htm IDEA: XBRL DOCUMENT v3.22.2.2
SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Jan. 31, 2022
Accounting Policies [Abstract]  
SIGNIFICANT ACCOUNTING POLICIES [Text Block]

3. SIGNIFICANT ACCOUNTING POLICIES

Significant accounting estimates and assumptions

The preparation of the Company's financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from those estimates and judgments.

Areas requiring a significant degree of estimation and judgment relate to the determination of fair values of assets acquired and liabilities assumed in business combinations, impairment of long-lived assets and inventory, fair value measurements, useful lives, depreciation and amortization of property, equipment and intangible assets, the recoverability and measurement of deferred tax assets and liabilities, share-based compensation, and fair value of derivative liabilities.

Cash

Cash held in financial institutions and cash held at retail locations, have carrying values that approximate fair value.

Foreign currency translation

Foreign currency transactions are translated into U.S. dollars at exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate at the reporting date. All differences are recorded in the consolidated statements of income and comprehensive income (loss). Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

Assets and liabilities of foreign operations are translated into U.S. dollars at year-end exchange rates and any revenue and expenses are translated at the average exchange rate for the year. The resulting exchange differences are recognized in other comprehensive income (loss).

Inventory

Inventory consists of raw materials, consumables and packaging supplies used in the process to prepare inventory for sale; work in process consisting of pre-harvested cannabis plants, by-products to be extracted, oils and terpenes; and finished goods.

Inventory is valued at the lower of cost and net realizable value, with cost determined using the weighted average cost method. Net realizable value is calculated as the estimated selling price in the ordinary course of business, less any estimated costs to complete and sell the goods. Costs are capitalized to inventory, until substantially ready for sale. Costs include direct and indirect labor, raw materials, consumables, packaging supplies, utilities, facility costs, quality and testing costs, production related depreciation and other overhead costs. The Company records inventory reserves for obsolete and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, and the historical and professional experience of management. The Company classifies cannabis inventory as a current asset, although, due to the duration of the cultivation, drying, and conversion process, certain inventory items may not be realized in cost of sales within one year.

Property and equipment

Property and equipment is measured at cost less accumulated depreciation and losses on impairment.

Depreciation is provided on the straight-line basis over the estimated useful lives of the assets as follows:

Buildings  45 years

Leasehold improvements  shorter of the life of the improvement or the remaining life of the lease

Furniture & fixtures  5 years

Computer equipment  3 years

Machinery & equipment  2-7 years

Intangible assets

Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. Amortization of intangible assets begins when the asset becomes available for use. Brands, licenses, and customer relationships are amortized over 10 years, which reflect the estimated useful lives of the intangible assets.

Goodwill and indefinite lived Intangible assets

Intangible assets are recorded at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date.

Goodwill represents the excess of the purchase price paid for the acquisition of subsidiaries over the fair value of the net intangible and tangible assets acquired. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. The Company's goodwill is part of the Nevada reporting unit.

Goodwill is tested annually for any impairment, or more frequently in the case that events or circumstances indicate that the carrying amount of a reporting unit may not be recoverable. The Company may elect to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If factors indicate this is the case, then a quantitative test is performed and an impairment is recorded for any excess carrying value above the reporting unit's fair value, not to exceed the amount of goodwill.

For the years ended January 31, 2022 and 2021, the recoverable amount of goodwill allocated to the Nevada reporting unit exceeded its carrying amount and as such, no impairment was noted.

Impairment of long-lived assets

Long-lived assets include property and equipment, right-of-use assets, and intangible assets with finite useful lives.

At the end of each fiscal year, the Company reviews the intangible assets' estimated useful lives and amortization methods, with the effect of any changes in estimates accounted for on a prospective basis.

Long-lived assets are reviewed for indicators of impairment at each statement of balance sheet date or whenever events or changes in circumstances indicate that a potential impairment has occurred. The Company groups assets at the lowest level for which cash flows are separately identifiable, referred to as an asset group. When indicators of potential impairment are present the Company prepares a projected undiscounted cash flow analysis to determine the recoverable amount for the respective asset or asset group. An impairment loss is recognized whenever the carrying amount of the asset exceeds its recoverable amount and is recorded as in profit or loss equal to the amount by which the carrying amount exceeds the fair value.

Assets and liabilities held for sale

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are measured at the lower of their carrying amount and fair value less costs to sell. The comparative consolidated balance sheet is re-presented to classify assets as held for sale in the period that the respective assets are classified as held for sale.

Business combinations

Acquisitions are accounted for in accordance with ASC 805 - Business Combinations, with the assets and liabilities acquired recorded at their fair values at the acquisition date.

The Company is required to allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values. The excess of the purchase price over those fair values of the net assets acquired is recorded as goodwill. Any excess of the fair value of the net assets acquired over the consideration, is a gain on business acquisition and would be recognized as a gain in the consolidated statement of loss and comprehensive loss.

Convertible instruments

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting standards update 2020-06-debt-debt with conversion and other options (subtopic 470-20) and derivatives and hedging-contracts in entity's own equity (subtopic 815-40): accounting for convertible instruments and contracts in an entity's own equity, an update to simplify the accounting for convertible debt and other equity-linked instruments. The new guidance simplifies the accounting for convertible instruments by eliminating the cash conversion and beneficial conversion feature models used to separately account for embedded conversion features as a component of equity. Instead, the Company will account for the convertible debt as a single unit of account, unless the conversion feature requires bifurcation and recognition as a derivative. Additionally, the guidance requires the Company to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of potential share settlement for instruments that may be settled in cash or shares. The Company early adopted this new guidance using the full retrospective method as of February 1, 2020. The adoption of this new guidance did not have a material impact on the Company's consolidated financial statements and there was no impact to the number of potentially dilutive shares in each of the periods presented.

Leases

In February 2016, the FASB issued ASU 2016-02, Leases ("ASC 842"), a standard that requires lessees to increase transparency and comparability among organizations by requiring the recognition of right-of-use assets and lease liabilities on the balance sheet. The requirements of this standard include a significant increase in required disclosures to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The FASB has issued several amendments and practical expedients to the standard, including clarifying guidance, transition relief on comparative reporting at adoption, a practical expedient, which allows lessees to elect as an accounting policy not to apply the provisions of ASC 842 to short term leases, and codification improvements to clarify that lessees and lessors are exempt from certain interim disclosure requirement associated with adopting the new leases standard. The standard was adopted by the Company beginning February 1, 2020 and the standard was adopted using the modified retrospective transition approach, which allows the Company to recognize a cumulative effect adjustment to the opening balance of accumulated deficit in the period of adoption rather than restate comparative prior year periods. The cumulative effect adjustment to the opening balance of accumulated deficit was $nil. The Company has elected not to recognize right-of-use assets and liabilities for short-term leases that have a term of 12 months or less.

Upon commencement of a contract containing a lease, the Company classifies leases other than short-term leases as either an operating lease or a finance lease according to the criteria prescribed by ASC 842. The lease classification is reassessed only when: (a) the contract is modified and the modification is not accounted for as a separate contract, and (b) there is a change in the lease term or the assessment of whether the lessee is reasonably certain to exercise an option to purchase the underlying asset.

For both finance leases and operating leases, right-of-use assets and lease liabilities are initially measured as the present value of future lease payments and initial direct costs discounted at the interest rate implicit in the lease, or if that rate is not readily determinable, the Company's incremental borrowing rate. Subsequent measurement of lease liabilities classified as finance leases is at amortized cost using the effective interest rate method. Subsequent measurement of right-of-use assets classified as finance leases is at carrying amount less accumulated amortization, where amortization is recorded straight-line over the lease term. Subsequent measurement of lease liabilities classified as operating leases is at the present value of the unpaid lease payments discounted at the discount rate for the lease established at the commencement date. Subsequent measurement of right-of-use assets classified as operating leases is carrying amount less accumulated amortization where amortization is calculated as the difference between straight-line lease cost for the period, including amortization of initial direct costs, and the periodic accretion of the lease liability.

Financial instruments

Financial instruments are contracts that give rise to a financial asset of one party and a financial liability or equity instrument of another party. Financial instruments are recorded initially at fair value, which is 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. Subsequent measurement depends on how the financial instrument has been classified and may be at fair value or amortized cost. For financial instruments subsequently measured at fair value, the Company calculates the estimated fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available, the Company uses standard pricing models including the Black-Scholes option pricing model.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - Inputs that are not based on observable market data.

There have been no transfers between fair value hierarchy levels during the years ended January 31, 2022 and 2021.

The Company's measures the derivative liability at fair value using Level 3 inputs.

The Company's cash, receivables, accounts payable and accrued liabilities, and income taxes payable are recorded at cost. The carrying values of these financial instruments approximate their fair value due to their short-term maturities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

Financial instruments subsequently measured at amortized cost include promissory note payable, and reclamation obligation.

Share-based compensation

The Company measures equity settled share-based payments based on their fair value at their grant date and recognizes share-based compensation expense over the vesting period based on the Company's estimate of equity instruments that will eventually vest. Consideration paid to the Company on the exercise of stock options is recorded as common stock.

Income taxes

The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

As the Company operates in the cannabis industry, it is subject to the limits of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to the cost of producing the products or cost of production.

The Company recognizes uncertain income tax positions at the largest amount that is more-likely-than-not to be sustained upon examination by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Recognition or measurement is reflected in the period in which the likelihood changes. Any interest and penalties related to unrecognized tax liabilities are presented within income tax expense in the consolidated statements of comprehensive income (loss).

Earnings (loss) per share

The Company presents basic and diluted loss per share data for its common shares. Basic loss per share is calculated using the weighted average number of shares outstanding during the respective years. Diluted loss per share is computed by dividing net loss by the weighted average shares outstanding adjusted for additional shares from the assumed exercise of stock options, restricted share units, or warrants, if dilutive.

The number of additional shares is calculated by assuming the outstanding dilutive convertible instruments, options, and warrants are exercised and that the assumed proceeds are used to acquire common shares at the average market price during the year. Diluted loss per share figures for the years presented are equal to those of basic loss per share for the years since the effects of convertible instruments, stock options and warrants are anti-dilutive.

Revenue recognition

Revenue is recognized by the Company in accordance with ASC 606. Through application of the standard, the Company recognizes revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

In order to recognize revenue under ASC 606, the Company applies the following five steps:

1. Identify a customer along with a corresponding contract

2. Identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer

3. Determine the transaction price that the Company expects to be entitled to in exchange for transferring promised goods or services to a customer

4. Allocate the transaction price to the performance obligation(s) in the contract

5. Recognize revenue when or as the Company satisfies the performance obligation(s) in the contract

The Company's contracts with customers for the sale of dried cannabis and other products derived from cannabis consist of one performance obligation, being the transfer of control of the goods to the customer at the point of sale. The Company transfers control and satisfies its performance obligation when collection has taken place, compliant documentation has been signed, and the product was accepted by the buyer. The Company does not have performance obligations subsequent to delivery on the sale of goods to customers and revenues from sale of goods are recognized at a "point in time", which is upon passing of control to the customer.

Transaction costs associated with a business combination, (i.e., other than those associated with the issuance of debt or equity), are expensed as incurred as a line item in the consolidated statement of loss and comprehensive loss.

Reclamation obligation

The Company recognizes the fair value of a legal or constructive liability for a reclamation obligation in the year in which it is incurred and when a reasonable estimate of fair value can be made. The carrying amount of the related long-lived asset is increased by the same amount as the liability. Changes in the liability for a reclamation obligation due to the passage of time will be recognized within accretion expense. The amount will be recognized as an increase in the liability and an accretion expense in the consolidated statements comprehensive income (loss) . Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or a decrease to the carrying amount of the liability and the related long-lived asset.

Recently issued accounting pronouncements

Recent accounting pronouncements, other than those below, issued by the FASB, the American Institute of Certified Public Accountants("AICPA") and the U.S. Securities and Exchange Commission ("SEC") did not or are not believed by management to have a material effect on the Company's present or future financial statements.

Debt

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options ("ASU 2020-06"), (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. In addition, the FASB amended the derivative guidance for the own stock scope exception and certain aspects of the earnings-per-share guidance. The amendments are effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted for after December 15, 2020. The Company early adopted this new guidance using the full retrospective method as of February 1, 2020.

Leases

In February 2016, the FASB issued new guidance on the recognition and measurement of leases, ASC 842 - Leases. Under this guidance, a lessee recognizes assets and liabilities on its balance sheet for most leases. Lease expense continues to be consistent with previous guidance. Additionally, this guidance requires enhanced disclosures regarding the amount, timing, and uncertainty of cash flows arising from leasing arrangements. The Company adopted this guidance effective February 1, 2020 using the modified retrospective transition method and comparative year ended January 31, 2021.

The adoption of this guidance resulted in the recognition of operating lease right-of-use assets of $5,001,360, and $5,001,360 of lease liabilities, with a $nil impact on deficit. The transition to ASC 842 did not have a material impact on the Company's results of operations or liquidity. When measuring lease liabilities, the Company used its incremental borrowing rate, estimated at 10%.

Revenue

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which provides a single comprehensive model for accounting for revenue from contracts with customers and supersedes nearly all previously existing revenue recognition guidance. The core principle of ASU 2014-09 is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the standard as of February 1, 2020. There was no impact of adopting ASU 2014-09 on the consolidated financial statements.

Financial instruments

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires the measurement of current expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Adoption of ASU 2016-13 will require financial institutions and other organizations to use forward-looking information to better formulate their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available for sale debt securities and purchased financial assets with credit deterioration.

This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted ASU 2016-13 on February 1, 2020 and adoption did not have a material impact on the Company's consolidated financial statements.

Fair value measurement

In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820). ASU 2018-13 adds, modifies, and removes certain fair value measurement disclosure requirements. ASU 2018-13 is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted. The Company adopted ASU 2018-13 on February 1, 2020 and the adoption did not have a material impact on the Company's consolidated financial statements.

Income taxes

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and was adopted on February 1, 2021 and the adoption did not have a material impact on the Company's consolidated financial statements.

XML 32 R10.htm IDEA: XBRL DOCUMENT v3.22.2.2
DISCONTINUED OPERATIONS
12 Months Ended
Jan. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]  
DISCONTINUED OPERATIONS [Text Block]

4. DISCONTINUED OPERATIONS

In January 2022, the Company entered into to a lease-to-own arrangement with a lessee for certain licenses, land and equipment in Oregon, USA, representing its outdoor growing operation. The lease-to-own arrangement concludes in January 2027 with total undiscounted payments over the term amounting to $2,514,805. The Company determined that the arrangement should be accounted for as a sales-type lease and concluded that it is not probable that all required payments will be made such that title will transfer at the end of the term. As such, in accordance with ASC 842, the land and equipment have not been derecognized and payments received will be recorded as a deposit liability until such time that collectability becomes probable. As at January 31, 2022, $100,000 has been received under the arrangement and has been recorded as a deposit liability.

As a result of non-profitable operations in the Oregon reporting unit, the Company began to wind down operations in Oregon beginning in the year ended January 31, 2021. At January 31, 2021, the Company classified the assets and liabilities in Swell and Megawood as held for sale and completed the sale of these assets in April 2021.  By January 31, 2022, the Company made the decision to cease all growing, manufacturing, and processing activities in Bend, Oregon.  As the Oregon reporting unit comprises the assets of multiple components in distinct geographic locations, management anticipates completing the sale on a piecemeal basis.  Management is engaged in an active program to seek buyers for the major classes of assets and liabilities in Oregon in order to complete a sale in the next twelve months.

Remaining inventory on hand at January 31, 2022 had an estimated aggregate net realizable value of approximately $363,391. For the year ended January 31, 2022, net loss from discontinued operations included impairment of inventory in Oregon in the amount of $1,093,308 (2021 - $1,384,922) in order to report inventory at its net realizable value. Subsequent to January 31, 2022, the Company sold the remaining Oregon inventory on July 20, 2022.

Prepaid expenses classified as held for sale primarily relates to the renewal of licenses that may be transferred in the event of a sale. Otherwise, prepaid expenses will be expensed within loss from discontinued operations over the next twelve months.

For the year ended January 31, 2022, the Company recorded a provision for expected credit losses on previously recorded management fees receivable of $111,616 (2021 - $nil).

Long-term debt consists of vehicle loans and a building mortgage. The mortgage began on February 1, 2015 and matures on January 1, 2035 (20 years). The mortgage bears interest at a fixed rate of 4.5% with payments made monthly. The equipment and vehicle loans consist of three loans with maturity dates ranging from June 1, 2021 through May 15, 2023 and interest rates ranging from 5.59% to 19.9% with payments made monthly.

The following table summarizes the major classes of assets and liabilities of the discontinued Oregon operation that have been classified as held-for-sale in the consolidated balance sheets:

    January 31, 2022     January 31, 2021  
    $     $  
Carrying amounts of the major classes of assets included in discontinued operations:            
Receivables   64,456     93,855  
Inventory   363,391     1,296,009  
Prepaid expenses and deposits   111,617     153,904  
Deferred tax asset   152,177     109,753  
Property and equipment   1,139,517     1,895,572  
Right-of-use assets   346,987     1,074,930  
Intangible assets   -     182,137  
Total assets classified as held for sale   2,178,145     4,806,160  
Current portion of assets classified as held for sale   (2,178,145 )   (1,492,826 )
Non-current portion of assets classified as held for sale   -     3,313,334  
             
Carrying amounts of the major classes of liabilities included in discontinued operations:            
Lease liabilities   412,093     1,217,499  
Long-term debt   462,286     543,330  
Total liabilities classified as held for sale   874,379     1,760,829  
Current portion of liabilities classified as held for sale   (874,379 )   (628,171 )
Non-current portion of liabilities classified as held for sale   -     1,132,658  

In connection with the wind-down of operations, the Company concluded that the customer relationship intangible asset held in the Oregon reporting unit had no value and recognized $363,510 of impairment (2021 - $nil). Other income for the year ended January 31, 2022 contains a gain on the sale of assets that were held for sale at January 31, 2021 of $324,694, and other income of $79,274, offset by interest expense of $8,227. Other expenses for the year ended January 31, 2021 included interest expense of $183,404, acquisition re-organization costs of $1,204,740, and impairment on capital assets of $116,881, offset by other income of $231,212.

The following table provides the major classes of line items constituting pre-tax loss from discontinued operations:

    January 31, 2022     January 31, 2021  
    $     $  
Revenue   1,128,403     2,661,223  
Cost of sales   1,602,257     2,393,417  
Gross margin   (473,854 )   267,806  
             
Expenses (income)            
General and administration   361,028     630,691  
Provision for expected credit losses   111,616     -  
Sales, marketing, and promotion   68,941     27,933  
Operating lease cost   1,233     56,650  
Depreciation and amortization   207,319     378,113  
Impairment of inventory   1,093,308     1,384,922  
Impairment of intangible asset   363,510     -  
Other (income) expenses   (395,741 )   1,273,813  
Net loss from discontinued operations before income taxes   (2,285,068 )   (3,484,316 )
Income tax expense   42,424     256,260  
Net loss from discontinued operations after income taxes   (2,242,644 )   (3,228,056 )

The following table summarizes the cash flows from discontinued operations:

   

January 31,

2022

    January 31, 2021  
    $     $  
Net cash (used in) provided by operating activities of discontinued operations   (1,602,478 )   241,753  
Net cash provided by investing activities of discontinued operations   1,168,349     100,000  
Net cash used in financing activities of discontinued operations   (105,360 )   (119,914 )
XML 33 R11.htm IDEA: XBRL DOCUMENT v3.22.2.2
SECURITY DEPOSIT
12 Months Ended
Jan. 31, 2022
Deposit Assets Disclosure [Abstract]  
SECURITY DEPOSIT [Text Block]

5. SECURITY DEPOSIT

The Company has a security deposit with the Alberta Energy Regulator ("AER") under the AER's Liability Management programs to cover potential liabilities relating to its wells. The required security deposit with the AER is determined based on a monthly licensee management rating assessment. At January 31, 2022, the security deposit had a balance of $49,011 (January 31, 2021 - $47,739).

XML 34 R12.htm IDEA: XBRL DOCUMENT v3.22.2.2
RECEIVABLES
12 Months Ended
Jan. 31, 2022
Receivables [Abstract]  
RECEIVABLES [Text Block]

6. RECEIVABLES

    January 31, 2022     January 31, 2021  
    $     $  
Sales taxes receivable   11,945     14,809  
Trade receivables, net   198,478     101,208  
    210,423     116,017  

At January 31, 2022, trade receivables are presented net of a provision for expected credit losses of $nil (January 31, 2021 - $nil).

XML 35 R13.htm IDEA: XBRL DOCUMENT v3.22.2.2
INVENTORY
12 Months Ended
Jan. 31, 2022
Inventory Disclosure [Abstract]  
INVENTORY [Text Block]

7. INVENTORY

    January 31, 2022     January 31, 2021  
    $     $  
Finished goods   1,848,392     1,946,638  
Work in process   2,029,133     582,655  
Raw materials   176,948     163,354  
    4,054,473     2,692,647  
XML 36 R14.htm IDEA: XBRL DOCUMENT v3.22.2.2
PROPERTY AND EQUIPMENT AND RIGHT-OF-USE ASSETS
12 Months Ended
Jan. 31, 2022
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT AND RIGHT-OF-USE ASSETS [Text Block]

8. PROPERTY AND EQUIPMENT AND RIGHT-OF-USE ASSETS

Property and equipment

The following table summarizes the Company's property and equipment:

    January 31, 2022     January 31, 2021  
    $     $  
Land   1,330,000     1,330,000  
Leasehold improvements   1,758,229     244,472  
Furniture & fixtures   460,890     376,207  
Computer equipment   46,484     94,846  
Machinery & equipment   2,305,217     1,261,340  
    5,900,820     3,306,865  
Less: accumulated depreciation and amortization   (1,031,227 )   (558,229 )
    4,869,593     2,748,636  

Total depreciation and amortization expense for the year ended January 31, 2022 was $472,998 (year ended January 31, 2021 - $630,818). Of the total expense, $260,006 was allocated to inventory (2021 - $135,950).

At January 31, 2022, the Company reclassified buildings with a cost of $1,370,212 and accumulated depreciation of $230,695 to assets classified as held for sale. The prior period comparative amounts of cost of $1,370,212 and accumulated depreciation of $202,072 were also re-classified.

During the year ended January 31, 2021, the Company recorded a loss of $116,881 related to the disposal of various items of leasehold improvements, furniture and fixtures, computer equipment and machinery and equipment related to the Oregon operations. The cost of the property and equipment disposed of was $318,314 and accumulated depreciation was $201,433. There was $nil gross proceeds and the loss has been recorded as other expenses within net loss from discontinued operations.

During the year ended January 31, 2021, the Company transferred lights and equipment with a cost of $324,371 and accumulated depreciation of $128,319 between operating units resulting in a classification change from leasehold improvements to machinery and equipment.

At January 31, 2021, the Company reclassified property and equipment with a cost of $1,479,014 and accumulated depreciation of $751,582 to assets classified as to held for sale. The assets consisted primarily of redundant processing and extraction equipment as well as leasehold improvements and fixtures in a right-of-use asset. Management estimated the fair value less costs to sell exceeds the carrying value and therefore the assets are measured at their carrying values.

Right-of-use assets

The Company's right-of-use assets result from its operating leases (note 11) and consist of land and buildings used in the cultivation, processing, and warehousing of its products.

During the year ended January 31, 2021, the Company amended lease agreements on three leases to extend their term. This resulted in right-of-use asset additions of $7,236,663.

For the year ended January 31, 2022, operating lease costs include right-of-use asset amortization of $461,364 (2021 - $800,269). Of this, $265,788 was allocated to inventory (2021 - $450,413).

At January 31, 2021, the Company reclassified right-of-use assets with a carrying amount of $583,257 to held for sale following an assessment that the Swell and Pure Green properties were redundant to the Company's operation. In addition, the Company reclassified the associated lease liabilities of $628,171 to be classified as held for sale. Management estimated the fair value less costs to sell exceeds the carrying value and therefore the assets are measured at their carrying values.

At January 31, 2022, the Company reclassified right-of-use assets with a carrying amount of $346,987 (2021 - $491,672) to held for sale. Management estimated the fair value less costs to sell exceeds the carrying value and therefore the assets are measured at their carrying values.

XML 37 R15.htm IDEA: XBRL DOCUMENT v3.22.2.2
INTANGIBLE ASSETS AND GOODWILL
12 Months Ended
Jan. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS AND GOODWILL [Text Block]

9. INTANGIBLE ASSETS AND GOODWILL

Intangible assets

The following table summarizes the Company's intangible assets:

    January 31, 2022     January 31, 2021  
    $     $  
Licenses   12,141,476     12,141,476  
Brands   868,982     868,982  
Customer relationships   1,758,553     2,122,063  
    14,769,011     15,132,521  
Less: accumulated amortization   (5,544,846 )   (4,174,560 )
    9,224,165     10,957,961  

Total amortization expense from intangible assets for the year ended January 31, 2022 was $1,370,286 (2021 - $1,464,528).

During the year ended January 31, 2022, the Company recognized impairment charges of $363,510 on customer relationships allocated to the Oregon reporting unit (note 4).

During the year ended January 31, 2021, the Company sold a brand for $100,000. At the time of the sale, the brand had a carrying amount of $100,000 comprised of cost of $117,737 and accumulated amortization of $17,737.

At January 31, 2021, the Company reclassified intangible assets with a cost of $400,009 and accumulated amortization of $217,872 to held for sale. The intangible assets classified as held for sale consist of licenses, customer lists, and startup costs associated with a right-of-use asset that has also been classified as held for sale. Management estimated the fair value less costs to sell exceeds the carrying value and therefore the assets are measured at their carrying values.

Goodwill

As at January 31, 2022, the Company had goodwill of $28,541,323 (2021 - $28,541,323) which was allocated to the Nevada reporting unit.

XML 38 R16.htm IDEA: XBRL DOCUMENT v3.22.2.2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
12 Months Ended
Jan. 31, 2022
Payables and Accruals [Abstract]  
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES [Text Block]

  10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The following table summarizes the Company's accounts payable and accrued liabilities:

    January 31, 2022     January 31, 2021  
    $     $  
Accounts payable   1,402,546     1,382,519  
Accrued liabilities   1,040,914     1,183,259  
Interest payable   65,409     115,218  
    2,508,869     2,680,996  
XML 39 R17.htm IDEA: XBRL DOCUMENT v3.22.2.2
LEASES
12 Months Ended
Jan. 31, 2022
Leases [Abstract]  
LEASES [Text Block]

11. LEASES

On February 1, 2020 the Company adopted ASC 842 using the modified retrospective transition approach which requires the recognition of lease assets and liabilities for operating and finance leases. Beginning on February 1, 2020, the Company's financial statements are presented in accordance with the revised policy.

The Company's accounting policy is described in note 3. As a result of the adoption of ASC 842, the Company recorded operating right-of-use assets of $5,001,360, and operating lease liabilities of $5,001,360.

The Company's leases consist of land and buildings used in the cultivation, processing, and warehousing of its products. All leases were found to be operating leases in accordance with ASC 842.

The following table presents the Company's active leases and total lease term under contract:

Entity Name/Lessee Asset Useful life
(years)
Type
Swell Companies, LTD Land/Building 5 Operating lease
Silver State Cultivation LLC Land/Building 12 Operating lease
Silver State Relief LLC (Sparks) Land/Building 12 Operating lease
Silver State Relief LLC (Fernley) Land/Building 12 Operating lease
Megawood Enterprises Inc. Land/Building 5 Operating lease
Phantom Distribution, LLC Land/Building 5 Operating lease
63353 Bend, LLC Land/Building 5 Operating lease
20727-4 Bend, LLC Land/Building 5 Operating lease
4964 BFH, LLC Land/Building 5 Operating lease

For the years ended January 31, 2022 and 2021, the Company incurred operating lease costs of $1,403,743 and $1,249,422, respectively. Of these amounts, $812,368 and $700,185, were allocated to inventory, respectively.

The following table displays the weighted average discount rate used in calculating lease liabilities and weighted average remaining lease term:

 
 
  January 31, 2022     January 31, 2021  
Weighted average discount rate   10%     10%  
Weighted average remaining lease term (years)   10.46     11.32  

The maturity of the contractual undiscounted lease liabilities of the Company's operating leases as of January 31, 2022 is as follows:

Year ending January,   $  
2023   1,239,090  
2024   1,276,263  
2025   1,314,551  
2026   1,353,987  
2027   1,394,607  
Thereafter   9,148,938  
Total undiscounted lease liabilities   15,727,436  
Interest on lease liabilities   (6,448,313 )
Total present value of minimum lease payments   9,279,123  
Current portion of lease liability   325,698  
Lease liability   8,953,425  

As at January 31, 2022, liabilities classified as held for sale includes lease liabilities of $412,093 (2021 - 1,217,499). The Company has total undiscounted lease liabilities with related parties of $16,792,993 (note 18). Of the total undiscounted lease liabilities, $1,065,557 are classified as held for sale.

XML 40 R18.htm IDEA: XBRL DOCUMENT v3.22.2.2
CONVERTIBLE DEBENTURES AND PROMISSORY NOTES
12 Months Ended
Jan. 31, 2022
Debt Disclosure [Abstract]  
CONVERTIBLE DEBENTURES AND PROMISSORY NOTES [Text Block]

12. CONVERTIBLE DEBENTURES AND PROMISSORY NOTES

The Company early adopted ASU 2020-06 on February 1, 2021 using the full retrospective method. The adoption eliminates the cash conversion and beneficial conversion feature models used to separately account for embedded conversion features as a component of equity.

Transaction costs related to the issuance of convertible promissory notes are apportioned to their respective financial liability and equity components (if applicable) in proportion to the allocation of proceeds as a reduction to the carrying amount of each component.

When valuing the financial liability component of the convertible debentures and promissory notes, the Company used specific interest rates assuming no conversion features existed. The resulting liability component is accreted to its face value over the convertible note's term until its maturity date.

Convertible debentures

The following is the continuity of the Company's convertible debentures issued in Canadian dollars. All below disclosure is denominated in U.S. dollars:

    December 31,
2018 issuance
    January 30, 2019
issuance
    Total  
    $     $     $  
Balance, January 31, 2020   2,066,976     4,179,094     6,246,070  
New issuances on exercise of warrants   1,749,065     3,939,377     5,688,442  
Conversions   (4,075,959 )   (8,682,514 )   (12,758,473 )
Interest   190,003     409,237     599,240  
Accretion expense   251,990     473,248     725,238  
Interest paid - cash   (250,879 )   (534,039 )   (784,918 )
Foreign exchange loss   68,804     215,597     284,401  
Balance, January 31, 2021 and January 2022   -     -     -  

The following transactions occurred during the year ended January 31, 2021:

(a) 262 convertible debentures were issued for gross proceeds of $195,734 (C$262,000). A total of $2,508,068 (C$3,209,000) in principal of the December 31, 2018 convertible debentures were converted into 4,011,250 common shares of the Company. The remaining balance outstanding is $nil.

(b) 497 convertible debentures were issued for gross proceeds of $371,297 (C$497,000). A total of $5,204,120 (C$6,673,000) in principal of the January 30, 2019 convertible debentures were converted into 8,341,250 common shares of the Company. The remaining balance outstanding is $nil.

(c) 1,988 warrants were exercised in connection with the convertible debentures issued on December 31, 2018, resulting in gross proceeds of $1,485,188 (C$1,988,000). 2,087 warrant debentures with a carrying amount of $1,632,114 (C$2,087,000) were converted into 2,313,322 common shares of the Company. At January 31, 2021, all warrants had been exercised or expired.

(d) 4,572 warrants were exercised in connection with the convertible debentures issued on January 30, 2019, resulting in gross proceeds of $3,415,633 (C$4,572,000). 4,587 warrant debentures issued under the January 30, 2019 issuance with a carrying amount of $3,595,099 (C$4,587,000) were converted into 5,098,872 common shares of the Company. At January 31, 2021, all warrants had been exercised or expired.

The following is a continuity of the Company's convertible promissory notes denominated in U.S. dollars:

    June 13, 2018     January 23, 2019     May 24, 2019        
    issuance     issuance     issuance     Total  
    $     $     $     $  
Balance, January 31, 2020   639,665     175,000     918,316     1,732,981  
Payment   -     (175,000 )   -     (175,000 )
Interest   48,733     -     100,274     149,007  
Accretion expense   384,192     -     111,466     495,658  
Balance, January 31, 2021   1,072,590     -     1,130,056     2,202,646  
Payment   -     -     (1,210,000 )   (1,210,000 )
Interest   17,649     -     40,685     58,334  
Accretion expense   191,203     -     39,259     230,462  
Balance, January 31, 2022   1,281,442     -     -     1,281,442  

 

On June 13, 2018, the Company issued convertible promissory notes to the vendors that sold Eco Firma Farms, LLC to the Company in the aggregate principal amount of $2,000,000. The convertible promissory notes were convertible at $1.00 per share. The convertible promissory notes accrue interest at a rate of 4% per annum, compounded annually, and were fully due and payable on June 13, 2021. The Company is in an ongoing dispute with the vendors over repayment (note 22).

On issuance, the Company determined the conversion feature was a derivative liability as the convertible promissory notes are exercisable in USD while the functional currency of the Company is Canadian dollars. The fair value of the conversion feature as at January 31, 2022 was $nil (January 31, 2021 - $409,007).

On January 23, 2019, the Company issued a convertible promissory note to the vendor that sold Megawood Enterprises, Inc. to the Company in the principal amount of $175,000. The convertible note is convertible into 35,000 common shares of the Company at a conversion price of C$5.00 per conversion share and may be converted at any time between October 24, 2019 and January 24, 2020. On issuance, the Company determined the conversion feature was a derivative liability as the convertible promissory notes are exercisable in USD while the functional currency of the Company is Canadian dollars. The fair value of the conversion feature as at January 31, 2022 was $nil (January 31, 2021 - $nil). On February 21, 2020, the Company repaid the convertible promissory note with a cash payment of $130,000 and the issuance of 95,849 common shares (note 15).

On May 24, 2019, the Company issued a two-year unsecured convertible promissory note to a debtor of Swell Companies in the principal amount of $1,000,000. The convertible note accrues interest at 10% per annum compounded annually and payable at maturity. The note is convertible into common shares of the Company at a conversion price of $1.56 per share and may be converted at the maturity date. On issuance, the Company determined the conversion feature was a derivative liability as the convertible promissory notes are exercisable in USD while the functional currency of the Company is Canadian dollars. The fair value of the conversion feature as at January 31, 2022 was $nil (January 31, 2021 - $76,150).

On May 24, 2021 the note was fully repaid.

Promissory notes

The following is a continuity of the Company's promissory notes denominated in U.S. dollars:

    January 1, 2019  
    issuance  
    $  
Balance, January 31, 2020   21,200,000  
Payments   (7,013,333 )
Balance, January 31, 2021   14,186,667  
Payments   (6,080,000 )
Balance, January 31, 2022   8,106,667  
Current portion   6,080,000  
Non-current portion   2,026,667  

On January 1, 2019, the Company issued a promissory note to Mr. Newman, who sold Silver State to the Company in the principal amount of $30,000,000. The note is payable in the following principal instalments: $3,000,000 on April 1, 2019, $6,000,000 on each of July 1, 2019, October 1, 2019, January 1, 2020, and April 1, 2020, and $3,000,000 on July 1, 2020. The note accrues interest at a rate of 10% per annum. The note is secured by all of the outstanding membership interests, and a security interest in all of the assets, of Silver State.

On July 1, 2019, the terms of the promissory note payable for the acquisition of Silver State were amended to call for immediate payment of $2,000,000 plus accrued interest on July 1, 2019 followed by payments of $800,000 plus accrued interest on the first of each of August, September, October, November, and December 2019.

Effective November 21, 2019 and June 25, 2020, Mr. Newman and the Company agreed to further amend the terms of the secured promissory note due to Mr. Newman. The December 1, 2019 principal payment of $800,000 was cancelled and the monthly principal payments thereafter were reduced to $600,000 per month. Further, the annual interest rate on the note was reduced from 10% to 9.5%. The remaining balance on the note is due and payable on January 1, 2021. This modification resulted in a gain of $nil.

On November 19, 2020, the Company announced agreement with Mr. Newman that the remaining $15,200,000 principal outstanding on his senior secured Note, due to mature on January 1, 2021, has been amended with lower monthly payments amortized over a 30-month period. Commencing December 1, 2020, the monthly payments will be $506,667 plus interest. The interest rate at 9.5% is unchanged.

For the year ended January 31, 2022, interest expense was $1,032,691 (year ended January 31, 2021 - $1,643,363). Interest paid during the year ended January 31, 2022 was $1,082,500 (year ended January 31, 2021 - $1,715,750).

XML 41 R19.htm IDEA: XBRL DOCUMENT v3.22.2.2
RECLAMATION OBLIGATION
12 Months Ended
Jan. 31, 2022
Asset Retirement Obligation Disclosure [Abstract]  
RECLAMATION OBLIGATION [Text Block]

13. RECLAMATION OBLIGATION

The Company has recorded a decommissioning provision in connection with estimated reclamation costs on a previously written off property. The obligation is recognized based on the estimated future reclamation costs. The Company had two wells in Alberta which were determined to be uneconomic and costs have been incurred to plug these wells. Reclamation and remediation work is still required to bring the site back to its natural state.

XML 42 R20.htm IDEA: XBRL DOCUMENT v3.22.2.2
DERIVATIVE LIABILITIES
12 Months Ended
Jan. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVE LIABILITIES [Text block]

14. DERIVATIVE LIABILITIES

The following reflects the continuity of derivative liabilities:

    Conversion
features of
convertible
promissory notes
    Earn out shares     Total  
    $     $     $  
Balance, January 31, 2020   151,242     3,699,154     3,850,396  
Fair value adjustment on derivative liabilities   333,915     5,422,280     5,756,195  
Effect of foreign exchange   -     152,536     152,536  
Balance, January 31, 2021   485,157     9,273,970     9,759,127  
Fair value adjustment on derivative liabilities   (485,157 )   (8,091,133 )   (8,576,290 )
Settlement of Phantom earn out   -     (677,939 )   (677,939 )
Effect of foreign exchange   -     501,470     501,470  
Balance, January 31, 2022   -     1,006,368     1,006,368  

Upon the February 4, 2019 acquisition of Phantom Farms the vendors can earn up to 4,500,000 'earn out' shares over a period of seven years. The conditions were based on the Company's common shares exceeding certain share prices during the period. The liability was derived using a Monte Carlo simulation. On January 24, 2022, the Company issued 1,300,000 common shares for full settlement of the Phantom earn out shares.

Upon the May 24, 2019 acquisition of Swell Companies the vendors can earn up to 6,000,000 'earn out' shares over a period of seven years. The conditions are based on C21 common shares exceeding certain share prices during the period. Additionally, the 50% of the earn out shares are earned upon a change of control of the Company. The liability is derived using a Monte Carlo simulation.

Significant inputs into the Monte Carlo simulation used to determine the fair value of earn of earn out shares were as follows:

  Earn out shares Earn out shares
  January 31, 2022 January 31, 2021
Discount rate 1.24% 0.30%
Expected life in years 4.33 5.34
Expected stock volatility 80% 80%
Expected volatility of foreign exchange 6.52% 5.29%

The fair value of the conversion features of the convertible promissory notes is determined using a Black-Scholes option pricing model. Significant inputs into the calculation were as follows:

  Conversion
feature of June 13,
2018 issuance

issuance of
convertible
promissory notes
Conversion
feature of May 24,
2019 issuance of
convertible
promissory notes
  January 31, 2021 January 31, 2021
Discount rate 0.18% 0.18%
Expected life in years 0.36 0.31
Expected stock volatility 85% 86%
Stock price (CAD) $1.54 $1.54
Exercise price (CAD) $1.28 $2.00

The conversion features of the June 13, 2018 and May 24, 2019 convertible promissory notes expired on June 13, 2021 and May 24, 2021, respectively. As such, the fair value of each at January 31, 2022 was $nil.

XML 43 R21.htm IDEA: XBRL DOCUMENT v3.22.2.2
SHAREHOLDERS' EQUITY
12 Months Ended
Jan. 31, 2022
Equity [Abstract]  
SHAREHOLDERS' EQUITY [Text Block]

15. SHAREHOLDERS' EQUITY

Common stock consists of one class of fully paid common shares, with no par value. The Company is authorized to issue an unlimited number of common shares. All shares are equally eligible to receive dividends and repayment of capital and represent one vote at the Company's shareholders' meetings.

The following table reflects the continuity of common stock for the years ended January 31, 2022 and 2021:

    Number of
Shares
    Common stock  
          $  
Balance, January 31, 2020   89,388,639     85,096,509  
Shares issued - acquisition of Phantom Farms (i)   7,132,042     2,582,903  
Shares issued - Megawood (ii)   95,849     38,415  
Shares issued - option exercises (iii)   200,000     98,950  
Shares issued - conversion of debentures (iv)   19,764,694     12,758,473  
Shares issued - Swell commitment (v)   456,862     429,582  
Shares issued - EFF commitment (vi)   19,774     21,371  
Standby warrants issued   -     2,116,192  
Share-based compensation   -     494,435  
Balance, January 31, 2021   117,057,860     103,636,830  
Shares issued - PF warrants exercises (vii)   456,100     533,326  
Shares issued - EFF commitment (viii)   19,774     21,787  
Shares issued - Guaranteed warrants (ix)   1,214,080     -  
Shares issued - Settlement of Earn out shares (x)   1,300,000     677,939  
Share-based compensation   -     366,469  
Balance, January 31, 2022   120,047,814     105,236,351  

(i) On February 19, 2020, the Company amended the terms of the purchase of Phantom Farms, including SDP. The amended terms of the purchase agreement regarding the real estate assets of SDP group resulted in the Company electing to purchase the real estate of the Phantom Farms outdoor grow (two parcels), and SDP receiving 7,132,042 shares of C21 with a fair value of $2,582,903.

(ii) On February 21, 2020, the Company repaid the convertible promissory note with a cash payment of $130,000 and the issuance of 95,849 common shares with a fair value of $38,415 (note 12).

(iii) On October 15, 2020, the Company issued 200,000 shares upon the exercise of stock options.

(iv) During the year ended January 31, 2021 the Company issued 19,764,694 shares upon the conversion of debentures.

(v) On November 23, 2020, the Company issued 456,862 common shares to Swell as part of the purchase agreement dated May 23, 2019 as final settlement of the Company's commitment to issue shares.

(vi) On December 30, 2020, the Company issued 19,774 common shares to the vendors of EFF for a partial settlement of the Company's commitment to issue shares.

(vii) On February 4, 2021 the Company issued 456,100 shares upon the exercise of Phantom Farm warrants.

(viii) On April 5, 2021, the Company issued 19,774 common shares to the vendors of EFF for a partial settlement of the Company's commitment to issue shares.

(ix) On June 17, 2021, the Company issued 1,214,080 common shares pursuant to the cashless exercise of 4,160,000 warrants.

(x) On January 24, 2022, the Company issued 1,300,000 common shares for the settlement of Phantom earn out shares.

Commitment to issue shares

The Company issued a promissory note payable to deliver 2,142,000 shares to the vendors of EFF in the amount of $1,905,635, without interest, any time after October 15, 2018. As at January 31, 2022 the Company has a remaining commitment to deliver 793,093 shares.

Warrants

The following summarizes the Company's warrant activity:

    Warrants
outstanding
    Weighted
average exercise
price
 
    Weighted
average
remaining life
 
    #     C$     Years  
Balance January 31, 2020   5,694,746     1.66     0.74  
Issued   6,200,000     1.00        
Balance, January 31, 2021   11,894,746     1.32     1.96  
Exercised   (4,616,100 )   1.05        
Expired   (4,038,646 )   1.73        
Balance, January 31, 2022   3,240,000     1.18     2.10  

As at January 31, 2022, the following warrants were outstanding and exercisable:

Expiry Date   Exercise Price     Number of
Warrants
 
    C$     #  
December 31, 2023   1.00     632,400  
January 30, 2024   1.00     1,407,600  
May 24, 2024   1.50     1,200,000  
          3,240,000  

On May 28, 2020, the Company extended the expiry date of 2,794,746 warrants with an exercise price of C$1.83, from May 29, 2020 to May 29, 2021, with all other terms the same. These warrants expired unexercised on May 29, 2021.

On February 4, 2021, 456,100 warrants with an exercise price of $1.17 (C$1.50) were exercised to purchase 456,100 common shares of the Company for proceeds of $533,326. Of the warrants exercised, 426,100 were exercised by a Director of the Company. On the same date, 1,243,900 warrants expired unexercised.

On June 17, 2021, 4,160,000 warrants were exercised on a cashless basis for 1,214,080 common shares of the Company.

Stock options

The Company is authorized to grant options to executive officers and directors, employees and consultants, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. The exercise price of each option is set by the Board of Directors and shall not be less than the market price of the Company's shares on the date of grant. The options can be granted for a maximum term of 10 years. Vesting is determined by the Board of Directors.

Details of the Company's stock option activity are as follows:

    Options
outstanding and
exercisable
    Weighted
average exercise
price
    Weighted
average
remaining life
 
    #     C$     Years  
Balance January 31, 2020   3,255,000     1.78     2.18  
Granted   4,055,000     0.73        
Exercised   (200,000 )   0.65        
Expired/Cancelled   (145,000 )   0.71        
Balance, January 31, 2021   6,965,000     1.22     2.05  
Expired   (1,350,000 )   2.80        
Balance January 31, 2022   5,615,000     0.84     1.45  

As at January 31, 2022, the following stock options were outstanding and exercisable:

Expiry Date   Exercise Price     Outstanding     Exercisable  
    C$     #     #  
February 5, 2022   1.11     460,000     460,000  
October 9, 2022   1.38     500,000     500,000  
January 24, 2023   0.80     100,000     100,000  
August 17, 2023   0.70     3,905,000     2,603,333  
January 28, 2024   1.50     150,000     100,000  
October 9, 2024   1.00     500,000     500,000  
          5,615,000     4,263,333  

During the year ended January 31, 2022, the Company recorded a share-based compensation expense of $366,469 (2021 - $494,435). The fair value of stock options was calculated using the Black-Scholes Option Pricing Model using the following weighted average assumptions:

Expiry Date   2022       2021  
Risk-free rate   -     0.19%  
Expected term of options   -     3 years  
Annualized volatility   -     80%  
Dividend rate   -     0%  
XML 44 R22.htm IDEA: XBRL DOCUMENT v3.22.2.2
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
12 Months Ended
Jan. 31, 2022
Selling, General and Administrative Expense [Abstract]  
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE [Text Block]

16. SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

Selling, general and administrative expenses for the years ended January 31, 2022 and 2021 were comprised of the following:

    2022     2021  
    $     $  
Accounting and legal   665,248     501,854  
Depreciation and amortization   1,280,446     1,321,686  
License fees, taxes and insurance   1,807,645     1,705,539  
Office Facilities and administrative   301,944     253,230  
Operating lease cost   591,376     549,031  
Other   340,224     372,307  
Professional Fees and consulting   701,999     650,188  
Salaries and wages   2,913,900     2,884,320  
Share-based compensation   366,469     494,435  
Shareholder Communications   26,781     15,834  
Travel and entertainment   59,142     58,975  
    9,055,174     8,807,399  
XML 45 R23.htm IDEA: XBRL DOCUMENT v3.22.2.2
SEGMENTED INFORMATION
12 Months Ended
Jan. 31, 2022
Segment Reporting [Abstract]  
SEGMENTED INFORMATION [Text Block]

17. SEGMENTED INFORMATION

The Company defines its major geographic operating segments as Oregon and Nevada. Due to the jurisdictional cannabis compliance issues ever-present in the industry, each state operation is by nature operationally segmented.

Key decision makers primarily review revenue, cost of sales expense, and gross margin as the primary indicators of segment performance. As the Company continues to expand via acquisition, the segmented information will expand based on management's agreed upon allocation of costs beyond gross margin.

Segmented operational activity and balances are as follows:

January 31, 2022   Discontinued
operations
    Nevada     Corporate     Consolidated  
    $     $     $     $  
Total revenue   1,128,403     32,982,976     -     34,111,379  
Gross profit   (473,854 )   18,809,985     -     18,336,131  
Operating expenses:                        
Selling, general and administrative   (429,969 )   (3,880,871 )   (2,936,012 )   (7,246,852 )
Operating lease cost   (1,233 )   (591,376 )   -     (592,609 )
Depreciation and amortization   (207,319 )   (1,276,640 )   (3,806 )   (1,487,765 )
Share-based compensation   -     -     (366,469 )   (366,469 )
Impairment of inventory   (1,093,308 )   -     -     (1,093,308 )
Impairment of intangible asset   (363,510 )   -     -     (363,510 )
Interest, accretion, and other   284,125     22,171     7,355,059     7,661,355  
Net income (loss) before taxes   (2,285,068 )   13,083,269     4,048,772     14,846,973  

Entity-wide disclosures

All revenue for the years ended January 31, 2022 and January 31, 2021 was earned in the United States.

For the years ended January 31, 2022 and January 31, 2021, no customer represented more than 10% of the Company's net revenue.

The following table displays the disaggregation of long-lived assets by geographic area:

    January 31,
2022
    January 31,
2021
 
    $     $  
Nevada   11,903,430     10,110,806  
Discontinued operations (Oregon)   1,817,633     1,946,961  
Other   24,414     28,117  
Total   13,745,477     12,085,884  
XML 46 R24.htm IDEA: XBRL DOCUMENT v3.22.2.2
COMMITMENTS
12 Months Ended
Jan. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS [Text Block]

18. COMMITMENTS

The Company and its subsidiaries are committed under lease agreements with related parties, for land, office space, and equipment in Nevada and Oregon as well as for mortgage payments on a building held for sale. At January 31, 2022, the Company has the following future minimum payments:

    Mortgage     Leases with
related parties
    Total  
    $     $     $  
2023   55,465     1,467,282     1,522,747  
2024   48,855     1,504,455     1,553,310  
2025   45,551     1,314,551     1,360,102  
2026   45,551     1,353,987     1,399,538  
2027   45,551     1,394,607     1,440,158  
Thereafter   368,201     9,148,937     9,517,138  
    609,174     16,183,819     16,792,993  

Leases with related parties includes $456,383 of undiscounted lease payments for lease liabilities held for sale.

XML 47 R25.htm IDEA: XBRL DOCUMENT v3.22.2.2
INCOME TAXES
12 Months Ended
Jan. 31, 2022
Income Tax Disclosure [Abstract]  
INCOME TAXES [Text Block]

19. INCOME TAXES      

The Company is a Canadian resident company, as defined in the Income Tax Act (Canada) (the "ITA"), for Canadian income tax purposes.  However, it has subsidiaries that are treated as United States corporations for US federal income tax purposes per the Internal Revenue Code (US) ("IRC") and are thereby subject to federal income tax on their worldwide income.  As a result, the Company is subject to taxation both in Canada and the United States.

The components of the income tax provision for the years ended January 31, 2022 and 2021 include:                                                                                                                 

    January 31,
2022
    January 31,
2021
 
    $     $  
Current            
Canadian   -     -  
US Federal   3,425,756     2,366,046  
Total current income tax expense   3,425,756     2,366,046  
             
Deferred            
Canadian   -     -  
US Federal   547,490     602,087  
Total deferred income tax recovery   547,490     602,087  
             
Total income tax expense   3,973,246     2,968,133  

 

The domestic and foreign components of Income (loss) before provision for income taxes consisted of the following:   

    January 31,
2022
    January 31,
2021
 
    $     $  
Canadian   6,985,670     (11,678,406 )
US Federal   10,146,371     10,044,967  
Income (loss) before income taxes   17,132,041     (1,633,439 )


A reconciliation of the statutory income tax rate percentage to the effective tax rate for the years ended January 31, 2022 and 2021 is as follows:
 

    January 31,
2022
    January 31,
2021
 
    $     $  
Income (loss) for the year   17,132,041     (1,633,439 )
Statutory rate   27%     27%  
             
Income tax expense (recovery) at statutory rate   4,625,652     (441,029 )
Non-deductible expenditures and non-taxable revenues   1,530,604     1,842,777  
Foreign tax rate differential   (608,783 )   (602,698 )
Change in valuation allowance   (654,621 )   737,667  
Adjustment to provision versus statutory tax returns   (919,606 )   1,431,416  
    3,973,246     2,968,133  

 

The significant components of the Company's deferred tax assets as follows at January 31, 2022 and 2021:
 
    January 31,
2022
    January 31,
2021
 
    $     $  
Deferred tax assets            
Share issuance costs and financing fees   254,662     505,035  
Allowable capital losses   140,224     138,421  
Non-capital losses   4,409,825     3,834,262  
Intangible assets   940,967     816,736  
Mineral resource properties   -     983,977  
Right of use assets and lease liabilities, net   98,352     63,032  
Goodwill   -     -  
Reclamation obligation   14,923     14,852  
Total deferred tax assets   5,858,953     6,356,315  
Valuation allowance   (4,919,214 )   (5,573,835 )
Total net deferred tax assets   939,739     782,480  
             
Deferred tax liabilities            
Property and equipment   (930,715 )   (225,966 )
Net deferred tax asset   9,024     556,514  

  

Realization of deferred tax assets associated with the net operating loss carryforwards is dependent upon generating sufficient taxable income prior to their expiration. A valuation allowance to reflect management's estimate of the net operating loss carryforwards that may expire prior to their utilization has been recorded at January 31, 2022.

As of January 31, 2022, the Company has $16.3 million of Canadian non-capital loses which expire between 2026 and 2042, and Canadian capital losses of $1 million with no expiry date.  The Company determined a valuation allowance was applicable for the full amount of the available Canadian losses and for the other Canadian deferred tax assets.

As the Company operates in the cannabis industry, the Company is subject to the limits of Internal Revenue Code ("IRC") Section 280E for US federal income tax purposes as well as state income tax purposes for all states except for California and Colorado. Under IRC Section 280E, the Company is only allowed to deduct expenses directly related to costs of goods sold. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E.  

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets.  A significant piece of objective negative evidence evaluated was the cumulative loss incurred by the Canadian entity over the three-year period ended January 31, 2022.  Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth.

On the basis of this evaluation, as of January 31, 2022, a valuation allowance of $4,919,214 ($5,573,835 in 2021) has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized.  The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth.

The Company recognizes benefits from uncertain tax positions based on the cumulative probability method whereby the largest benefit with a cumulative probability of greater than 50% is recorded. An uncertain tax position is not recognized if it has less than a 50% likelihood of being sustained.  As of January 31, 2022, and January 31, 2021, the Company has not recorded any uncertain tax assets or liabilities.

The Company does not expect that uncertain tax benefits will materially change in the next 12 months.  The Company is subject to taxation in Canada and the United States. As of January 31, 2022, tax years for 2019, 2020, and 2021 are subject to examination by the tax authorities.  The 2018 tax year is also subject to investigation in Canada.

XML 48 R26.htm IDEA: XBRL DOCUMENT v3.22.2.2
RELATED PARTY TRANSACTIONS
12 Months Ended
Jan. 31, 2022
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS [Text Block]

20. RELATED PARTY TRANSACTIONS

Balances due to related parties included in accounts payable, accrued liabilities, and promissory note payable at January 31, 2022 and 2021:

    January 31, 2022     January 31, 2021  
    $     $  
Due to the President and CEO   8,172,075     14,369,004  
Lease liabilities due to a company controlled by the CEO   9,279,123     9,539,744  
Lease liabilities due to SDP Development   412,093     589,328  
Due to the CFO of the Company   360     527  
    17,863,651     24,498,603  
 

Due to the President and CEO consists of promissory note principal and interest and reimbursable expenses incurred in the normal course of business.

The Company had the following transactions with related parties including key management personnel during the year ended January 31, 2022 and 2021:

    January 31, 2022     January 31, 2021  
    $     $  
Consulting fees paid to a director   240,000     -  
Amounts paid to CEO or companies controlled by CEO   8,632,619     10,368,616  
Salary paid to directors and officers   496,807     499,710  
Share compensation for directors and officers   251,333     360,610  
Convertible debenture interest paid to directors and officers   -     18,346  
Lease payments made to SDP Development   209,176     228,192  
    9,829,935     11,475,474  

Amounts paid to CEO or companies controlled by CEO consists of salary, lease payments, and promissory note principal and interest.

On February 12, 2020, the Company amended the purchase agreement with SDP Development, of which a director of the Company is a principal owner. The Company had agreed on February 4, 2019 to purchase SDP Development on October 15, 2020, which owned six real estate properties that were leased in connection with Phantom Farms' cannabis cultivation, processing and wholesale distribution operations. The aggregate purchase price was $8,010,000 payable in cash, or, at the election of the vendors, in whole or in part by the issue of 2,670,000 shares at $3.00 per common share.

On February 12, 2020 the parties agreed to the following modified terms: the Company purchased the two Southern Oregon farms from SDP Development constituting over 60 acres of real property housing the two outdoor cannabis cultivation facilities totaling 80,000 square feet of canopy, rent reduction on the three Phantom properties in Central Oregon, and a release from the obligation to purchase the sixth property in Southern Oregon. In exchange, the SDP vendors received 7,132,041 common shares of the Company with a fair value of $2,582,903. The consideration exceeded the fair market value of the land acquired and as a result, the Company recorded transaction costs of $1,204,740. The Company has three remaining leases with SDP Development. The undiscounted future cash flows for the three remaining leases total $456,384.

On November 16, 2020, the Company amended the terms of the three Nevada leases with Double G Holdings (a Company controlled by the Company's President and CEO). The term of the two dispensary leases and the warehouse lease was extended to November 30, 2027 with a right to extend for a further five years and with an annual increase to the base rent of 3% commencing January 1, 2022. The undiscounted future cash flows for all three leases including the five-year extension total $16,930,437.

XML 49 R27.htm IDEA: XBRL DOCUMENT v3.22.2.2
EARNINGS PER SHARE
12 Months Ended
Jan. 31, 2022
Earnings Per Share [Abstract]  
EARNINGS PER SHARE [Text Block]

21. EARNINGS PER SHARE

The following is a reconciliation for the calculation of basic and diluted earnings per share for the years ended January 31, 2022 and 2021:

    January 31,
2022
    January 31,
2021
 
Net income (loss) from continuing operations after income taxes $ 13,158,795   $ (4,601,572 )
Net loss from discontinued operations after income taxes $ (2,242,644 ) $ (3,228,056 )
Net income (loss) $ 10,916,151   $ (7,829,628 )
             
Weighted average number of common shares outstanding   118,308,584     104,841,540  
Dilutive effect of warrants and stock options outstanding   2,833,093     -  
Diluted weighted average number of common shares outstanding   121,141,677     104,841,540  
             
Basic earnings (loss) per share, continuing operations $ 0.11   $ (0.04 )
Diluted earnings (loss) per share, continuing operations $ 0.11   $ (0.04 )
             
Basic loss per share, discontinued operations $ (0.02 ) $ (0.03 )
Diluted loss per share, discontinued operations $ (0.02 ) $ (0.03 )
             
Basic earnings (loss) per share $ 0.09   $ (0.07 )
Diluted earnings (loss) per share $ 0.09   $ (0.07 )

The computation of diluted earnings per share excludes the effect of the potential exercise of warrants and stock options when the average market price of the common stock is lower than the exercise price of the respective warrant or stock option and when inclusion of these amounts would be anti-dilutive. For the years ended January 31, 2022 and 2021, the number of warrants and stock options excluded from the computation was 5,463,333 and 16,156,413, respectively.

XML 50 R28.htm IDEA: XBRL DOCUMENT v3.22.2.2
CONTINGENCIES
12 Months Ended
Jan. 31, 2022
Loss Contingency [Abstract]  
CONTINGENCIES [Text Block]

22. CONTINGENCIES

From time to time, the Company is involved in various litigation matters arising in the ordinary course of its business. Management is of the opinion that disposition of any current matter will not have a material adverse impact on the Company's balance sheet, results of operations, or the ability to carry on any of its business activities.

Legal proceedings

Oregon Action: A complaint was filed in the Oregon State Circuit Court for Clackamas County, on April 29, 2019, by two current owners of Proudest Monkey Holdings, LLC (the former sole member of EFF) (the "Plaintiffs"), alleging contract, employment, and statutory claims, alleging $612,500 in damages (as amended), against the Company, its wholly-owned subsidiaries 320204 US Holdings Corp, EFF, Swell Companies Limited, and Phantom Brands LLC, in addition to three directors, two officers, and one former employee (the "Oregon Action"). The Company and the other defendants wholly denied the allegations and claims made in the lawsuit and is defending the lawsuit. On June 21, 2019, the Company filed Oregon Rule of Civil Procedure ("ORCP") 21 motions to dismiss all of the Plaintiffs' claims against it, its wholly-owned subsidiaries, and other defendants; on May 6, 2020, the court granted the Company's ORCP 21 motion in its entirety to dismiss all of Plaintiffs' claims. The judgment of dismissal was entered by the Clackamas County court on or about October 14, 2020. On November 12, 2020, Plaintiffs filed a notice of appeal of the judgement of dismissal.

On October 22, 2020, the Company submitted a petition to recover the costs and attorney fees incurred by the Company as the prevailing party in the Oregon Action. On January 20, 2021, the Court ruled in the Company's favor, awarding the Company and its subsidiaries $68,195 in attorney's fees, $1,252 in costs, and a statutory prevailing party fee of $640, through a supplemental judgment. On March 3, 2021, Plaintiffs filed an amended notice of appeal from the supplemental judgement awarding attorney fees.

The parties have since briefed the appeal to the Oregon Court of Appeals and await a determination from the Court. It is too early to predict the resolution of the appeal.

British Columbia Action: On or about September 13, 2019, the Company delivered a notice to the above-mentioned Plaintiffs of alleged breach and default under the EFF purchase and sale agreement, due to alleged unlawful, intentional acts and material misrepresentations by the Plaintiffs before and after the completion of the purchase. As a result of such breach, the Company denied the Plaintiffs' tender of their share payment notes in connection with the agreement. On or about October 14, 2019, Proudest Monkey Holdings, LLC and one of its current owners, sued the Company in the Supreme Court of British Columbia to compel the issuance and delivery of the subject shares, including interests and costs (the "British Columbia Action").

On November 8, 2019, the Company responded and counterclaimed for general, special and punitive damages, including interest and costs, related to breach of contract, repudiation of contract, breach of indemnity and fraudulent and negligent misrepresentation by the Plaintiffs. Plaintiffs filed a response to the Company's counterclaims on or about June 5, 2020, and the parties stipulated to a form of amended pleading which included the joinder of additional parties, an owner of Proudest Monkey Holdings, LLC and EFF, and additional contract and equitable claims and damages, partially duplicative to those alleged by the Plaintiffs in the Oregon lawsuit (breach of contract, indemnity, unjust enrichment and wrongful termination claims). Plaintiffs allege $2,774,176 in damages (as amended), plus unquantified additional damages, interest and costs, of which amounts are partially duplicative of the Oregon Action. This action remains in the discovery stage, but no trial date has been set. It is too early to predict the resolution of the claims and counterclaims.

Settled and Dismissed Action: On or about May 30, 2019, Wallace Hill Partners Ltd. ("Wallace Hill") filed a civil claim in the Supreme Court of British Columbia alleging breach of contract and entitlement to 1,800,000 common shares of the Company, fully vested by March 1, 2019, and damages due to the lost opportunity to sell those shares after such date for a profit. On June 23, 2019, the Company circulated a letter to Wallace Hill terminating the agreement and accepting Wallace Hill's repudiation of the agreement based on Wallace Hill's previously published defamatory comments and termination of the agreement. Also, on June 23, 2019, the Company filed its response to the civil claim denying all claims and filed counterclaims alleging breach of contract, a declaratory judgment of termination of the agreement, defamation and an injunction from further defamatory comments.

On March 23, 2022, the Company and Wallace Hill entered into a mutual release agreement, pursuant to which, among other things, all parties agreed to dismiss their respective claims and to release one another from any further causes of action in connection with the subject matter of the original claims. On April 23, 2022, the parties filed a Notice of Discontinuance in the Supreme Court of British Columbia formally dismissing the civil action.

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FINANCIAL INSTRUMENTS
12 Months Ended
Jan. 31, 2022
Investments, All Other Investments [Abstract]  
FINANCIAL INSTRUMENTS [Text Block]

23. FINANCIAL INSTRUMENTS

The following tables present information about the Company's financial instruments and their classifications as of January 31, 2022 and 2021 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value:

Fair value measurements at January 31, 2022 using:

    Level 1     Level 2     Level 3     Total  
    $     $     $     $  
Financial liabilities:                        
Conversion features of convertible promissory notes (note 14)   -     -     -     -  
Earn out shares (note 14)   -     -     1,006,368     1,006,368  

Fair value measurements at January 31, 2021 using:

    Level 1     Level 2     Level 3     Total  
    $     $     $     $  
Financial liabilities:                        
Conversion features of convertible promissory notes (note 14)   -     -     485,157     485,157  
Earn out shares (note 14)   -     -     9,273,970     9,273,970  

The fair value of the conversion feature of convertible promissory notes was determined using the Black-Scholes option pricing model. The assumptions in the model were based on the share price and other active market data that is observable as well as unobservable estimates and therefore represent a level 3 measurement.

The fair value of the derivative liability associated with the earn out shares was derived using a Monte Carlo simulation using non-observable inputs, and therefore represent a level 3 measurement.

XML 52 R30.htm IDEA: XBRL DOCUMENT v3.22.2.2
SUBSEQUENT EVENTS
12 Months Ended
Jan. 31, 2022
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS [Text Block]

24. SUBSEQUENT EVENTS

On February 5, 2022, the balance of 460,000 of options issued on February 5, 2019 expired unexercised.

On February 10, 2022, the Company granted incentive stock options to purchase an aggregate of 600,000 common shares at an exercise price of C$0.70 per share vesting over a two-year period, expiring at the close of business on February 10, 2025.

On April 23, 2022, both parties to the C21 and Wallace Hill dispute (note 22) filed a Notice of Discontinuance in the Supreme Court of British Columbia and signed a mutual release to end this dispute.

XML 53 R31.htm IDEA: XBRL DOCUMENT v3.22.2.2
SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended
Jan. 31, 2022
Accounting Policies [Abstract]  
Significant accounting estimates and assumptions [Policy Text Block]

Significant accounting estimates and assumptions

The preparation of the Company's financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from those estimates and judgments.

Areas requiring a significant degree of estimation and judgment relate to the determination of fair values of assets acquired and liabilities assumed in business combinations, impairment of long-lived assets and inventory, fair value measurements, useful lives, depreciation and amortization of property, equipment and intangible assets, the recoverability and measurement of deferred tax assets and liabilities, share-based compensation, and fair value of derivative liabilities.

Cash [Policy Text Block]

Cash

Cash held in financial institutions and cash held at retail locations, have carrying values that approximate fair value.

Foreign currency translation [Policy Text Block]

Foreign currency translation

Foreign currency transactions are translated into U.S. dollars at exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate at the reporting date. All differences are recorded in the consolidated statements of income and comprehensive income (loss). Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

Assets and liabilities of foreign operations are translated into U.S. dollars at year-end exchange rates and any revenue and expenses are translated at the average exchange rate for the year. The resulting exchange differences are recognized in other comprehensive income (loss).

Inventory [Policy Text Block]

Inventory

Inventory consists of raw materials, consumables and packaging supplies used in the process to prepare inventory for sale; work in process consisting of pre-harvested cannabis plants, by-products to be extracted, oils and terpenes; and finished goods.

Inventory is valued at the lower of cost and net realizable value, with cost determined using the weighted average cost method. Net realizable value is calculated as the estimated selling price in the ordinary course of business, less any estimated costs to complete and sell the goods. Costs are capitalized to inventory, until substantially ready for sale. Costs include direct and indirect labor, raw materials, consumables, packaging supplies, utilities, facility costs, quality and testing costs, production related depreciation and other overhead costs. The Company records inventory reserves for obsolete and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, and the historical and professional experience of management. The Company classifies cannabis inventory as a current asset, although, due to the duration of the cultivation, drying, and conversion process, certain inventory items may not be realized in cost of sales within one year.

Property and equipment [Policy Text Block]

Property and equipment

Property and equipment is measured at cost less accumulated depreciation and losses on impairment.

Depreciation is provided on the straight-line basis over the estimated useful lives of the assets as follows:

Buildings  45 years

Leasehold improvements  shorter of the life of the improvement or the remaining life of the lease

Furniture & fixtures  5 years

Computer equipment  3 years

Machinery & equipment  2-7 years

Intangible assets [Policy Text Block]

Intangible assets

Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. Amortization of intangible assets begins when the asset becomes available for use. Brands, licenses, and customer relationships are amortized over 10 years, which reflect the estimated useful lives of the intangible assets.

Goodwill and indefinite lived Intangible assets [Policy Text Block]

Goodwill and indefinite lived Intangible assets

Intangible assets are recorded at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date.

Goodwill represents the excess of the purchase price paid for the acquisition of subsidiaries over the fair value of the net intangible and tangible assets acquired. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. The Company's goodwill is part of the Nevada reporting unit.

Goodwill is tested annually for any impairment, or more frequently in the case that events or circumstances indicate that the carrying amount of a reporting unit may not be recoverable. The Company may elect to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If factors indicate this is the case, then a quantitative test is performed and an impairment is recorded for any excess carrying value above the reporting unit's fair value, not to exceed the amount of goodwill.

For the years ended January 31, 2022 and 2021, the recoverable amount of goodwill allocated to the Nevada reporting unit exceeded its carrying amount and as such, no impairment was noted.

Impairment of long-lived assets [Policy Text Block]

Impairment of long-lived assets

Long-lived assets include property and equipment, right-of-use assets, and intangible assets with finite useful lives.

At the end of each fiscal year, the Company reviews the intangible assets' estimated useful lives and amortization methods, with the effect of any changes in estimates accounted for on a prospective basis.

Long-lived assets are reviewed for indicators of impairment at each statement of balance sheet date or whenever events or changes in circumstances indicate that a potential impairment has occurred. The Company groups assets at the lowest level for which cash flows are separately identifiable, referred to as an asset group. When indicators of potential impairment are present the Company prepares a projected undiscounted cash flow analysis to determine the recoverable amount for the respective asset or asset group. An impairment loss is recognized whenever the carrying amount of the asset exceeds its recoverable amount and is recorded as in profit or loss equal to the amount by which the carrying amount exceeds the fair value.

Assets and liabilities held for sale [Policy Text Block]

Assets and liabilities held for sale

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are measured at the lower of their carrying amount and fair value less costs to sell. The comparative consolidated balance sheet is re-presented to classify assets as held for sale in the period that the respective assets are classified as held for sale.

Business combinations [Policy Text Block]

Business combinations

Acquisitions are accounted for in accordance with ASC 805 - Business Combinations, with the assets and liabilities acquired recorded at their fair values at the acquisition date.

The Company is required to allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values. The excess of the purchase price over those fair values of the net assets acquired is recorded as goodwill. Any excess of the fair value of the net assets acquired over the consideration, is a gain on business acquisition and would be recognized as a gain in the consolidated statement of loss and comprehensive loss.

Convertible instruments [Policy Text Block]

Convertible instruments

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting standards update 2020-06-debt-debt with conversion and other options (subtopic 470-20) and derivatives and hedging-contracts in entity's own equity (subtopic 815-40): accounting for convertible instruments and contracts in an entity's own equity, an update to simplify the accounting for convertible debt and other equity-linked instruments. The new guidance simplifies the accounting for convertible instruments by eliminating the cash conversion and beneficial conversion feature models used to separately account for embedded conversion features as a component of equity. Instead, the Company will account for the convertible debt as a single unit of account, unless the conversion feature requires bifurcation and recognition as a derivative. Additionally, the guidance requires the Company to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of potential share settlement for instruments that may be settled in cash or shares. The Company early adopted this new guidance using the full retrospective method as of February 1, 2020. The adoption of this new guidance did not have a material impact on the Company's consolidated financial statements and there was no impact to the number of potentially dilutive shares in each of the periods presented.

Leases [Policy Text Block]

Leases

In February 2016, the FASB issued ASU 2016-02, Leases ("ASC 842"), a standard that requires lessees to increase transparency and comparability among organizations by requiring the recognition of right-of-use assets and lease liabilities on the balance sheet. The requirements of this standard include a significant increase in required disclosures to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The FASB has issued several amendments and practical expedients to the standard, including clarifying guidance, transition relief on comparative reporting at adoption, a practical expedient, which allows lessees to elect as an accounting policy not to apply the provisions of ASC 842 to short term leases, and codification improvements to clarify that lessees and lessors are exempt from certain interim disclosure requirement associated with adopting the new leases standard. The standard was adopted by the Company beginning February 1, 2020 and the standard was adopted using the modified retrospective transition approach, which allows the Company to recognize a cumulative effect adjustment to the opening balance of accumulated deficit in the period of adoption rather than restate comparative prior year periods. The cumulative effect adjustment to the opening balance of accumulated deficit was $nil. The Company has elected not to recognize right-of-use assets and liabilities for short-term leases that have a term of 12 months or less.

Upon commencement of a contract containing a lease, the Company classifies leases other than short-term leases as either an operating lease or a finance lease according to the criteria prescribed by ASC 842. The lease classification is reassessed only when: (a) the contract is modified and the modification is not accounted for as a separate contract, and (b) there is a change in the lease term or the assessment of whether the lessee is reasonably certain to exercise an option to purchase the underlying asset.

For both finance leases and operating leases, right-of-use assets and lease liabilities are initially measured as the present value of future lease payments and initial direct costs discounted at the interest rate implicit in the lease, or if that rate is not readily determinable, the Company's incremental borrowing rate. Subsequent measurement of lease liabilities classified as finance leases is at amortized cost using the effective interest rate method. Subsequent measurement of right-of-use assets classified as finance leases is at carrying amount less accumulated amortization, where amortization is recorded straight-line over the lease term. Subsequent measurement of lease liabilities classified as operating leases is at the present value of the unpaid lease payments discounted at the discount rate for the lease established at the commencement date. Subsequent measurement of right-of-use assets classified as operating leases is carrying amount less accumulated amortization where amortization is calculated as the difference between straight-line lease cost for the period, including amortization of initial direct costs, and the periodic accretion of the lease liability.

Financial instruments [Policy Text Block]

Financial instruments

Financial instruments are contracts that give rise to a financial asset of one party and a financial liability or equity instrument of another party. Financial instruments are recorded initially at fair value, which is 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. Subsequent measurement depends on how the financial instrument has been classified and may be at fair value or amortized cost. For financial instruments subsequently measured at fair value, the Company calculates the estimated fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available, the Company uses standard pricing models including the Black-Scholes option pricing model.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - Inputs that are not based on observable market data.

There have been no transfers between fair value hierarchy levels during the years ended January 31, 2022 and 2021.

The Company's measures the derivative liability at fair value using Level 3 inputs.

The Company's cash, receivables, accounts payable and accrued liabilities, and income taxes payable are recorded at cost. The carrying values of these financial instruments approximate their fair value due to their short-term maturities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

Financial instruments subsequently measured at amortized cost include promissory note payable, and reclamation obligation.

Share-based compensation [Policy Text Block]

Share-based compensation

The Company measures equity settled share-based payments based on their fair value at their grant date and recognizes share-based compensation expense over the vesting period based on the Company's estimate of equity instruments that will eventually vest. Consideration paid to the Company on the exercise of stock options is recorded as common stock.

Income taxes [Policy Text Block]

Income taxes

The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

As the Company operates in the cannabis industry, it is subject to the limits of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to the cost of producing the products or cost of production.

The Company recognizes uncertain income tax positions at the largest amount that is more-likely-than-not to be sustained upon examination by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Recognition or measurement is reflected in the period in which the likelihood changes. Any interest and penalties related to unrecognized tax liabilities are presented within income tax expense in the consolidated statements of comprehensive income (loss).

Earnings (loss) per share [Policy Text Block]

Earnings (loss) per share

The Company presents basic and diluted loss per share data for its common shares. Basic loss per share is calculated using the weighted average number of shares outstanding during the respective years. Diluted loss per share is computed by dividing net loss by the weighted average shares outstanding adjusted for additional shares from the assumed exercise of stock options, restricted share units, or warrants, if dilutive.

The number of additional shares is calculated by assuming the outstanding dilutive convertible instruments, options, and warrants are exercised and that the assumed proceeds are used to acquire common shares at the average market price during the year. Diluted loss per share figures for the years presented are equal to those of basic loss per share for the years since the effects of convertible instruments, stock options and warrants are anti-dilutive.

Revenue recognition [Policy Text Block]

Revenue recognition

Revenue is recognized by the Company in accordance with ASC 606. Through application of the standard, the Company recognizes revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

In order to recognize revenue under ASC 606, the Company applies the following five steps:

1. Identify a customer along with a corresponding contract

2. Identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer

3. Determine the transaction price that the Company expects to be entitled to in exchange for transferring promised goods or services to a customer

4. Allocate the transaction price to the performance obligation(s) in the contract

5. Recognize revenue when or as the Company satisfies the performance obligation(s) in the contract

The Company's contracts with customers for the sale of dried cannabis and other products derived from cannabis consist of one performance obligation, being the transfer of control of the goods to the customer at the point of sale. The Company transfers control and satisfies its performance obligation when collection has taken place, compliant documentation has been signed, and the product was accepted by the buyer. The Company does not have performance obligations subsequent to delivery on the sale of goods to customers and revenues from sale of goods are recognized at a "point in time", which is upon passing of control to the customer.

Transaction costs associated with a business combination, (i.e., other than those associated with the issuance of debt or equity), are expensed as incurred as a line item in the consolidated statement of loss and comprehensive loss.

Reclamation obligation [Policy Text Block]

Reclamation obligation

The Company recognizes the fair value of a legal or constructive liability for a reclamation obligation in the year in which it is incurred and when a reasonable estimate of fair value can be made. The carrying amount of the related long-lived asset is increased by the same amount as the liability. Changes in the liability for a reclamation obligation due to the passage of time will be recognized within accretion expense. The amount will be recognized as an increase in the liability and an accretion expense in the consolidated statements comprehensive income (loss) . Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or a decrease to the carrying amount of the liability and the related long-lived asset.

Recently issued accounting pronouncements [Policy Text Block]

Recently issued accounting pronouncements

Recent accounting pronouncements, other than those below, issued by the FASB, the American Institute of Certified Public Accountants("AICPA") and the U.S. Securities and Exchange Commission ("SEC") did not or are not believed by management to have a material effect on the Company's present or future financial statements.

Debt

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options ("ASU 2020-06"), (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. In addition, the FASB amended the derivative guidance for the own stock scope exception and certain aspects of the earnings-per-share guidance. The amendments are effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted for after December 15, 2020. The Company early adopted this new guidance using the full retrospective method as of February 1, 2020.

Leases

In February 2016, the FASB issued new guidance on the recognition and measurement of leases, ASC 842 - Leases. Under this guidance, a lessee recognizes assets and liabilities on its balance sheet for most leases. Lease expense continues to be consistent with previous guidance. Additionally, this guidance requires enhanced disclosures regarding the amount, timing, and uncertainty of cash flows arising from leasing arrangements. The Company adopted this guidance effective February 1, 2020 using the modified retrospective transition method and comparative year ended January 31, 2021.

The adoption of this guidance resulted in the recognition of operating lease right-of-use assets of $5,001,360, and $5,001,360 of lease liabilities, with a $nil impact on deficit. The transition to ASC 842 did not have a material impact on the Company's results of operations or liquidity. When measuring lease liabilities, the Company used its incremental borrowing rate, estimated at 10%.

Revenue

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which provides a single comprehensive model for accounting for revenue from contracts with customers and supersedes nearly all previously existing revenue recognition guidance. The core principle of ASU 2014-09 is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the standard as of February 1, 2020. There was no impact of adopting ASU 2014-09 on the consolidated financial statements.

Financial instruments

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires the measurement of current expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Adoption of ASU 2016-13 will require financial institutions and other organizations to use forward-looking information to better formulate their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available for sale debt securities and purchased financial assets with credit deterioration.

This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted ASU 2016-13 on February 1, 2020 and adoption did not have a material impact on the Company's consolidated financial statements.

Fair value measurement

In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820). ASU 2018-13 adds, modifies, and removes certain fair value measurement disclosure requirements. ASU 2018-13 is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted. The Company adopted ASU 2018-13 on February 1, 2020 and the adoption did not have a material impact on the Company's consolidated financial statements.

Income taxes

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and was adopted on February 1, 2021 and the adoption did not have a material impact on the Company's consolidated financial statements.

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BASIS OF PREPARATION (Tables)
12 Months Ended
Jan. 31, 2022
Basis Of Preparation [Abstract]  
Schedule of subsidiaries information [Table Text Block]

Name of Subsidiary

Country of
Incorporation

Percentage
Ownership

Functional
Currency

Principal Activity

320204 US Holdings Corp.

USA

100%

USD

Holding Company

320204 Oregon Holdings Corp.

USA 100% USD Holding Company

320204 Nevada Holdings Corp.

USA 100% USD Holding Company

320204 Re Holdings, LLC

USA 100% USD Holding Company

Eco Firma Farms LLC

USA 100% USD Cannabis producer

Silver State Cultivation LLC

USA 100% USD Cannabis producer

Silver State Relief LLC

USA 100% USD Cannabis retailer

Swell Companies LTD

USA 100% USD Cannabis processor, distributor

Megawood Enterprises Inc.

USA 100% USD Cannabis retailer

Phantom Venture Group, LLC

USA 100% USD Holding Company

Phantom Brands, LLC

USA 100% USD Holding Company

Phantom Distribution, LLC

USA 100% USD Cannabis distributor

63353 Bend, LLC

USA 100% USD Cannabis producer

20727-4 Bend, LLC

USA 100% USD Cannabis processor

4964 BFH, LLC

USA 100% USD Cannabis producer

Workforce Concepts 21, Inc.

USA 100% USD Payroll and benefits services
XML 55 R33.htm IDEA: XBRL DOCUMENT v3.22.2.2
SIGNIFICANT ACCOUNTING POLICIES (Tables)
12 Months Ended
Jan. 31, 2022
Accounting Policies [Abstract]  
Schedule of estimated useful lives [Table Text Block]

Buildings  45 years

Leasehold improvements  shorter of the life of the improvement or the remaining life of the lease

Furniture & fixtures  5 years

Computer equipment  3 years

Machinery & equipment  2-7 years

XML 56 R34.htm IDEA: XBRL DOCUMENT v3.22.2.2
DISCONTINUED OPERATIONS (Tables) - Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] - Swell And Megawood [Member]
12 Months Ended
Jan. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Schedule of disposal groups including discontinued operations consolidated balance sheets [Table Text Block]
    January 31, 2022     January 31, 2021  
    $     $  
Carrying amounts of the major classes of assets included in discontinued operations:            
Receivables   64,456     93,855  
Inventory   363,391     1,296,009  
Prepaid expenses and deposits   111,617     153,904  
Deferred tax asset   152,177     109,753  
Property and equipment   1,139,517     1,895,572  
Right-of-use assets   346,987     1,074,930  
Intangible assets   -     182,137  
Total assets classified as held for sale   2,178,145     4,806,160  
Current portion of assets classified as held for sale   (2,178,145 )   (1,492,826 )
Non-current portion of assets classified as held for sale   -     3,313,334  
             
Carrying amounts of the major classes of liabilities included in discontinued operations:            
Lease liabilities   412,093     1,217,499  
Long-term debt   462,286     543,330  
Total liabilities classified as held for sale   874,379     1,760,829  
Current portion of liabilities classified as held for sale   (874,379 )   (628,171 )
Non-current portion of liabilities classified as held for sale   -     1,132,658  
Schedule of disposal groups including discontinued operations consolidated operations [Table Text Block]
    January 31, 2022     January 31, 2021  
    $     $  
Revenue   1,128,403     2,661,223  
Cost of sales   1,602,257     2,393,417  
Gross margin   (473,854 )   267,806  
             
Expenses (income)            
General and administration   361,028     630,691  
Provision for expected credit losses   111,616     -  
Sales, marketing, and promotion   68,941     27,933  
Operating lease cost   1,233     56,650  
Depreciation and amortization   207,319     378,113  
Impairment of inventory   1,093,308     1,384,922  
Impairment of intangible asset   363,510     -  
Other (income) expenses   (395,741 )   1,273,813  
Net loss from discontinued operations before income taxes   (2,285,068 )   (3,484,316 )
Income tax expense   42,424     256,260  
Net loss from discontinued operations after income taxes   (2,242,644 )   (3,228,056 )
Schedule of disposal groups including discontinued operations consolidated cash flows [Table Text Block]
   

January 31,

2022

    January 31, 2021  
    $     $  
Net cash (used in) provided by operating activities of discontinued operations   (1,602,478 )   241,753  
Net cash provided by investing activities of discontinued operations   1,168,349     100,000  
Net cash used in financing activities of discontinued operations   (105,360 )   (119,914 )
XML 57 R35.htm IDEA: XBRL DOCUMENT v3.22.2.2
RECEIVABLES (Tables)
12 Months Ended
Jan. 31, 2022
Receivables [Abstract]  
Schedule of accounts receivable [Table Text Block]
    January 31, 2022     January 31, 2021  
    $     $  
Sales taxes receivable   11,945     14,809  
Trade receivables, net   198,478     101,208  
    210,423     116,017  
XML 58 R36.htm IDEA: XBRL DOCUMENT v3.22.2.2
INVENTORY (Tables)
12 Months Ended
Jan. 31, 2022
Inventory Disclosure [Abstract]  
Schedule of inventories [Table Text Block]
    January 31, 2022     January 31, 2021  
    $     $  
Finished goods   1,848,392     1,946,638  
Work in process   2,029,133     582,655  
Raw materials   176,948     163,354  
    4,054,473     2,692,647  
XML 59 R37.htm IDEA: XBRL DOCUMENT v3.22.2.2
PROPERTY AND EQUIPMENT AND RIGHT-OF-USE ASSETS (Tables)
12 Months Ended
Jan. 31, 2022
Property, Plant and Equipment [Abstract]  
Schedule of property and equipment and right-of-use assets [Table Text Block]
    January 31, 2022     January 31, 2021  
    $     $  
Land   1,330,000     1,330,000  
Leasehold improvements   1,758,229     244,472  
Furniture & fixtures   460,890     376,207  
Computer equipment   46,484     94,846  
Machinery & equipment   2,305,217     1,261,340  
    5,900,820     3,306,865  
Less: accumulated depreciation and amortization   (1,031,227 )   (558,229 )
    4,869,593     2,748,636  
XML 60 R38.htm IDEA: XBRL DOCUMENT v3.22.2.2
INTANGIBLE ASSETS AND GOODWILL (Tables)
12 Months Ended
Jan. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of intangible assets [Table Text Block]
    January 31, 2022     January 31, 2021  
    $     $  
Licenses   12,141,476     12,141,476  
Brands   868,982     868,982  
Customer relationships   1,758,553     2,122,063  
    14,769,011     15,132,521  
Less: accumulated amortization   (5,544,846 )   (4,174,560 )
    9,224,165     10,957,961  
XML 61 R39.htm IDEA: XBRL DOCUMENT v3.22.2.2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)
12 Months Ended
Jan. 31, 2022
Payables and Accruals [Abstract]  
Schedule of accounts payable and accrued liabilities [Table Text Block]
    January 31, 2022     January 31, 2021  
    $     $  
Accounts payable   1,402,546     1,382,519  
Accrued liabilities   1,040,914     1,183,259  
Interest payable   65,409     115,218  
    2,508,869     2,680,996  
XML 62 R40.htm IDEA: XBRL DOCUMENT v3.22.2.2
LEASES (Tables)
12 Months Ended
Jan. 31, 2022
Leases [Abstract]  
Schedule of active leases and total lease term under contract [Table Text Block]
Entity Name/Lessee Asset Useful life
(years)
Type
Swell Companies, LTD Land/Building 5 Operating lease
Silver State Cultivation LLC Land/Building 12 Operating lease
Silver State Relief LLC (Sparks) Land/Building 12 Operating lease
Silver State Relief LLC (Fernley) Land/Building 12 Operating lease
Megawood Enterprises Inc. Land/Building 5 Operating lease
Phantom Distribution, LLC Land/Building 5 Operating lease
63353 Bend, LLC Land/Building 5 Operating lease
20727-4 Bend, LLC Land/Building 5 Operating lease
4964 BFH, LLC Land/Building 5 Operating lease
Schedule of weighted average discount rate used in calculating lease liabilities and weighted average remaining lease term [Table Text Block]
 
 
  January 31, 2022     January 31, 2021  
Weighted average discount rate   10%     10%  
Weighted average remaining lease term (years)   10.46     11.32  
Schedule of maturity of the contractual undiscounted lease liabilities [Table Text Block]
Year ending January,   $  
2023   1,239,090  
2024   1,276,263  
2025   1,314,551  
2026   1,353,987  
2027   1,394,607  
Thereafter   9,148,938  
Total undiscounted lease liabilities   15,727,436  
Interest on lease liabilities   (6,448,313 )
Total present value of minimum lease payments   9,279,123  
Current portion of lease liability   325,698  
Lease liability   8,953,425  
XML 63 R41.htm IDEA: XBRL DOCUMENT v3.22.2.2
CONVERTIBLE DEBENTURES AND PROMISSORY NOTES (Tables)
12 Months Ended
Jan. 31, 2022
Short-Term Debt [Line Items]  
Schedule of promissory notes [Table Text Block]
    January 1, 2019  
    issuance  
    $  
Balance, January 31, 2020   21,200,000  
Payments   (7,013,333 )
Balance, January 31, 2021   14,186,667  
Payments   (6,080,000 )
Balance, January 31, 2022   8,106,667  
Current portion   6,080,000  
Non-current portion   2,026,667  
Convertible Debt [Member]  
Short-Term Debt [Line Items]  
Schedule of convertible debt [Table Text Block]
    December 31,
2018 issuance
    January 30, 2019
issuance
    Total  
    $     $     $  
Balance, January 31, 2020   2,066,976     4,179,094     6,246,070  
New issuances on exercise of warrants   1,749,065     3,939,377     5,688,442  
Conversions   (4,075,959 )   (8,682,514 )   (12,758,473 )
Interest   190,003     409,237     599,240  
Accretion expense   251,990     473,248     725,238  
Interest paid - cash   (250,879 )   (534,039 )   (784,918 )
Foreign exchange loss   68,804     215,597     284,401  
Balance, January 31, 2021 and January 2022   -     -     -  
Convertible Notes Payable [Member]  
Short-Term Debt [Line Items]  
Schedule of convertible debt [Table Text Block]
    June 13, 2018     January 23, 2019     May 24, 2019        
    issuance     issuance     issuance     Total  
    $     $     $     $  
Balance, January 31, 2020   639,665     175,000     918,316     1,732,981  
Payment   -     (175,000 )   -     (175,000 )
Interest   48,733     -     100,274     149,007  
Accretion expense   384,192     -     111,466     495,658  
Balance, January 31, 2021   1,072,590     -     1,130,056     2,202,646  
Payment   -     -     (1,210,000 )   (1,210,000 )
Interest   17,649     -     40,685     58,334  
Accretion expense   191,203     -     39,259     230,462  
Balance, January 31, 2022   1,281,442     -     -     1,281,442  
XML 64 R42.htm IDEA: XBRL DOCUMENT v3.22.2.2
DERIVATIVE LIABILITIES (Tables)
12 Months Ended
Jan. 31, 2022
Derivative [Line Items]  
Schedule of continuity of derivative liabilities [Table Text Block]
    Conversion
features of
convertible
promissory notes
    Earn out shares     Total  
    $     $     $  
Balance, January 31, 2020   151,242     3,699,154     3,850,396  
Fair value adjustment on derivative liabilities   333,915     5,422,280     5,756,195  
Effect of foreign exchange   -     152,536     152,536  
Balance, January 31, 2021   485,157     9,273,970     9,759,127  
Fair value adjustment on derivative liabilities   (485,157 )   (8,091,133 )   (8,576,290 )
Settlement of Phantom earn out   -     (677,939 )   (677,939 )
Effect of foreign exchange   -     501,470     501,470  
Balance, January 31, 2022   -     1,006,368     1,006,368  
Earn out shares [Member]  
Derivative [Line Items]  
Schedule of fair value measurement inputs [Table Text Block]
  Earn out shares Earn out shares
  January 31, 2022 January 31, 2021
Discount rate 1.24% 0.30%
Expected life in years 4.33 5.34
Expected stock volatility 80% 80%
Expected volatility of foreign exchange 6.52% 5.29%
Convertible promissory notes [Member]  
Derivative [Line Items]  
Schedule of fair value measurement inputs [Table Text Block]
  Conversion
feature of June 13,
2018 issuance

issuance of
convertible
promissory notes
Conversion
feature of May 24,
2019 issuance of
convertible
promissory notes
  January 31, 2021 January 31, 2021
Discount rate 0.18% 0.18%
Expected life in years 0.36 0.31
Expected stock volatility 85% 86%
Stock price (CAD) $1.54 $1.54
Exercise price (CAD) $1.28 $2.00
XML 65 R43.htm IDEA: XBRL DOCUMENT v3.22.2.2
SHAREHOLDERS' EQUITY (Tables)
12 Months Ended
Jan. 31, 2022
Equity [Abstract]  
Schedule for continuity of common stock [Table Text Block]
    Number of
Shares
    Common stock  
          $  
Balance, January 31, 2020   89,388,639     85,096,509  
Shares issued - acquisition of Phantom Farms (i)   7,132,042     2,582,903  
Shares issued - Megawood (ii)   95,849     38,415  
Shares issued - option exercises (iii)   200,000     98,950  
Shares issued - conversion of debentures (iv)   19,764,694     12,758,473  
Shares issued - Swell commitment (v)   456,862     429,582  
Shares issued - EFF commitment (vi)   19,774     21,371  
Standby warrants issued   -     2,116,192  
Share-based compensation   -     494,435  
Balance, January 31, 2021   117,057,860     103,636,830  
Shares issued - PF warrants exercises (vii)   456,100     533,326  
Shares issued - EFF commitment (viii)   19,774     21,787  
Shares issued - Guaranteed warrants (ix)   1,214,080     -  
Shares issued - Settlement of Earn out shares (x)   1,300,000     677,939  
Share-based compensation   -     366,469  
Balance, January 31, 2022   120,047,814     105,236,351  

(i) On February 19, 2020, the Company amended the terms of the purchase of Phantom Farms, including SDP. The amended terms of the purchase agreement regarding the real estate assets of SDP group resulted in the Company electing to purchase the real estate of the Phantom Farms outdoor grow (two parcels), and SDP receiving 7,132,042 shares of C21 with a fair value of $2,582,903.

(ii) On February 21, 2020, the Company repaid the convertible promissory note with a cash payment of $130,000 and the issuance of 95,849 common shares with a fair value of $38,415 (note 12).

(iii) On October 15, 2020, the Company issued 200,000 shares upon the exercise of stock options.

(iv) During the year ended January 31, 2021 the Company issued 19,764,694 shares upon the conversion of debentures.

(v) On November 23, 2020, the Company issued 456,862 common shares to Swell as part of the purchase agreement dated May 23, 2019 as final settlement of the Company's commitment to issue shares.

(vi) On December 30, 2020, the Company issued 19,774 common shares to the vendors of EFF for a partial settlement of the Company's commitment to issue shares.

(vii) On February 4, 2021 the Company issued 456,100 shares upon the exercise of Phantom Farm warrants.

(viii) On April 5, 2021, the Company issued 19,774 common shares to the vendors of EFF for a partial settlement of the Company's commitment to issue shares.

(ix) On June 17, 2021, the Company issued 1,214,080 common shares pursuant to the cashless exercise of 4,160,000 warrants.

(x) On January 24, 2022, the Company issued 1,300,000 common shares for the settlement of Phantom earn out shares.

Schedule of warrants activity [Table Text Block]
    Warrants
outstanding
    Weighted
average exercise
price
 
    Weighted
average
remaining life
 
    #     C$     Years  
Balance January 31, 2020   5,694,746     1.66     0.74  
Issued   6,200,000     1.00        
Balance, January 31, 2021   11,894,746     1.32     1.96  
Exercised   (4,616,100 )   1.05        
Expired   (4,038,646 )   1.73        
Balance, January 31, 2022   3,240,000     1.18     2.10  
Schedule of warrants outstanding and exercisable [Table Text Block]
Expiry Date   Exercise Price     Number of
Warrants
 
    C$     #  
December 31, 2023   1.00     632,400  
January 30, 2024   1.00     1,407,600  
May 24, 2024   1.50     1,200,000  
          3,240,000  
Schedule of stock option activity [Table Text Block]
    Options
outstanding and
exercisable
    Weighted
average exercise
price
    Weighted
average
remaining life
 
    #     C$     Years  
Balance January 31, 2020   3,255,000     1.78     2.18  
Granted   4,055,000     0.73        
Exercised   (200,000 )   0.65        
Expired/Cancelled   (145,000 )   0.71        
Balance, January 31, 2021   6,965,000     1.22     2.05  
Expired   (1,350,000 )   2.80        
Balance January 31, 2022   5,615,000     0.84     1.45  
Schedule of stock options outstanding and exercisable [Table Text Block]
Expiry Date   Exercise Price     Outstanding     Exercisable  
    C$     #     #  
February 5, 2022   1.11     460,000     460,000  
October 9, 2022   1.38     500,000     500,000  
January 24, 2023   0.80     100,000     100,000  
August 17, 2023   0.70     3,905,000     2,603,333  
January 28, 2024   1.50     150,000     100,000  
October 9, 2024   1.00     500,000     500,000  
          5,615,000     4,263,333  
Schedule for weighted average assumptions of stock options [Table Text Block]
Expiry Date   2022       2021  
Risk-free rate   -     0.19%  
Expected term of options   -     3 years  
Annualized volatility   -     80%  
Dividend rate   -     0%  
XML 66 R44.htm IDEA: XBRL DOCUMENT v3.22.2.2
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE (Tables)
12 Months Ended
Jan. 31, 2022
Selling, General and Administrative Expense [Abstract]  
Schedule of Selling, general and administrative expenses [Table Text Block]
    2022     2021  
    $     $  
Accounting and legal   665,248     501,854  
Depreciation and amortization   1,280,446     1,321,686  
License fees, taxes and insurance   1,807,645     1,705,539  
Office Facilities and administrative   301,944     253,230  
Operating lease cost   591,376     549,031  
Other   340,224     372,307  
Professional Fees and consulting   701,999     650,188  
Salaries and wages   2,913,900     2,884,320  
Share-based compensation   366,469     494,435  
Shareholder Communications   26,781     15,834  
Travel and entertainment   59,142     58,975  
    9,055,174     8,807,399  
XML 67 R45.htm IDEA: XBRL DOCUMENT v3.22.2.2
SEGMENTED INFORMATION (Tables)
12 Months Ended
Jan. 31, 2022
Segment Reporting [Abstract]  
Schedule of segmented operational activity [Table Text Block]
January 31, 2022   Discontinued
operations
    Nevada     Corporate     Consolidated  
    $     $     $     $  
Total revenue   1,128,403     32,982,976     -     34,111,379  
Gross profit   (473,854 )   18,809,985     -     18,336,131  
Operating expenses:                        
Selling, general and administrative   (429,969 )   (3,880,871 )   (2,936,012 )   (7,246,852 )
Operating lease cost   (1,233 )   (591,376 )   -     (592,609 )
Depreciation and amortization   (207,319 )   (1,276,640 )   (3,806 )   (1,487,765 )
Share-based compensation   -     -     (366,469 )   (366,469 )
Impairment of inventory   (1,093,308 )   -     -     (1,093,308 )
Impairment of intangible asset   (363,510 )   -     -     (363,510 )
Interest, accretion, and other   284,125     22,171     7,355,059     7,661,355  
Net income (loss) before taxes   (2,285,068 )   13,083,269     4,048,772     14,846,973  
Schedule of disaggregation of long-lived assets by geographic area [Table Text Block]
    January 31,
2022
    January 31,
2021
 
    $     $  
Nevada   11,903,430     10,110,806  
Discontinued operations (Oregon)   1,817,633     1,946,961  
Other   24,414     28,117  
Total   13,745,477     12,085,884  
XML 68 R46.htm IDEA: XBRL DOCUMENT v3.22.2.2
COMMITMENTS (Tables)
12 Months Ended
Jan. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Schedule of future minimum payments [Table Text Block]
    Mortgage     Leases with
related parties
    Total  
    $     $     $  
2023   55,465     1,467,282     1,522,747  
2024   48,855     1,504,455     1,553,310  
2025   45,551     1,314,551     1,360,102  
2026   45,551     1,353,987     1,399,538  
2027   45,551     1,394,607     1,440,158  
Thereafter   368,201     9,148,937     9,517,138  
    609,174     16,183,819     16,792,993  
XML 69 R47.htm IDEA: XBRL DOCUMENT v3.22.2.2
INCOME TAXES (Tables)
12 Months Ended
Jan. 31, 2022
Income Tax Disclosure [Abstract]  
Schedule of components of the income tax provision [Table Text Block]
    January 31,
2022
    January 31,
2021
 
    $     $  
Current            
Canadian   -     -  
US Federal   3,425,756     2,366,046  
Total current income tax expense   3,425,756     2,366,046  
             
Deferred            
Canadian   -     -  
US Federal   547,490     602,087  
Total deferred income tax recovery   547,490     602,087  
             
Total income tax expense   3,973,246     2,968,133  
Schedule of domestic and foreign components of Income (loss) before provision for income taxes [Table Text Block]
    January 31,
2022
    January 31,
2021
 
    $     $  
Canadian   6,985,670     (11,678,406 )
US Federal   10,146,371     10,044,967  
Income (loss) before income taxes   17,132,041     (1,633,439 )
Schedule of summary of reconciliation of the statutory income tax rate percentage to the effective tax [Table Text Block]
    January 31,
2022
    January 31,
2021
 
    $     $  
Income (loss) for the year   17,132,041     (1,633,439 )
Statutory rate   27%     27%  
             
Income tax expense (recovery) at statutory rate   4,625,652     (441,029 )
Non-deductible expenditures and non-taxable revenues   1,530,604     1,842,777  
Foreign tax rate differential   (608,783 )   (602,698 )
Change in valuation allowance   (654,621 )   737,667  
Adjustment to provision versus statutory tax returns   (919,606 )   1,431,416  
    3,973,246     2,968,133  
Schedule of summary of significant components of the company's deferred tax assets [Table Text Block]
    January 31,
2022
    January 31,
2021
 
    $     $  
Deferred tax assets            
Share issuance costs and financing fees   254,662     505,035  
Allowable capital losses   140,224     138,421  
Non-capital losses   4,409,825     3,834,262  
Intangible assets   940,967     816,736  
Mineral resource properties   -     983,977  
Right of use assets and lease liabilities, net   98,352     63,032  
Goodwill   -     -  
Reclamation obligation   14,923     14,852  
Total deferred tax assets   5,858,953     6,356,315  
Valuation allowance   (4,919,214 )   (5,573,835 )
Total net deferred tax assets   939,739     782,480  
             
Deferred tax liabilities            
Property and equipment   (930,715 )   (225,966 )
Net deferred tax asset   9,024     556,514  
XML 70 R48.htm IDEA: XBRL DOCUMENT v3.22.2.2
RELATED PARTY TRANSACTIONS (Tables)
12 Months Ended
Jan. 31, 2022
Related Party Transactions [Abstract]  
Schedule of balances due to related parties included in accounts payable, accrued liabilities, and promissory note payable [Table Text Block]
    January 31, 2022     January 31, 2021  
    $     $  
Due to the President and CEO   8,172,075     14,369,004  
Lease liabilities due to a company controlled by the CEO   9,279,123     9,539,744  
Lease liabilities due to SDP Development   412,093     589,328  
Due to the CFO of the Company   360     527  
    17,863,651     24,498,603  
Schedule of transactions with related parties including key management personnel [Table Text Block]
    January 31, 2022     January 31, 2021  
    $     $  
Consulting fees paid to a director   240,000     -  
Amounts paid to CEO or companies controlled by CEO   8,632,619     10,368,616  
Salary paid to directors and officers   496,807     499,710  
Share compensation for directors and officers   251,333     360,610  
Convertible debenture interest paid to directors and officers   -     18,346  
Lease payments made to SDP Development   209,176     228,192  
    9,829,935     11,475,474  
XML 71 R49.htm IDEA: XBRL DOCUMENT v3.22.2.2
EARNINGS PER SHARE (Tables)
12 Months Ended
Jan. 31, 2022
Earnings Per Share [Abstract]  
Schedule of reconciliation for calculation of basic and diluted earnings per share [Table Text Block]
    January 31,
2022
    January 31,
2021
 
Net income (loss) from continuing operations after income taxes $ 13,158,795   $ (4,601,572 )
Net loss from discontinued operations after income taxes $ (2,242,644 ) $ (3,228,056 )
Net income (loss) $ 10,916,151   $ (7,829,628 )
             
Weighted average number of common shares outstanding   118,308,584     104,841,540  
Dilutive effect of warrants and stock options outstanding   2,833,093     -  
Diluted weighted average number of common shares outstanding   121,141,677     104,841,540  
             
Basic earnings (loss) per share, continuing operations $ 0.11   $ (0.04 )
Diluted earnings (loss) per share, continuing operations $ 0.11   $ (0.04 )
             
Basic loss per share, discontinued operations $ (0.02 ) $ (0.03 )
Diluted loss per share, discontinued operations $ (0.02 ) $ (0.03 )
             
Basic earnings (loss) per share $ 0.09   $ (0.07 )
Diluted earnings (loss) per share $ 0.09   $ (0.07 )
XML 72 R50.htm IDEA: XBRL DOCUMENT v3.22.2.2
FINANCIAL INSTRUMENTS (Tables)
12 Months Ended
Jan. 31, 2022
Investments, All Other Investments [Abstract]  
Schedule of fair value measurements of financial liabilities [Table Text Block]

Fair value measurements at January 31, 2022 using:

    Level 1     Level 2     Level 3     Total  
    $     $     $     $  
Financial liabilities:                        
Conversion features of convertible promissory notes (note 14)   -     -     -     -  
Earn out shares (note 14)   -     -     1,006,368     1,006,368  

Fair value measurements at January 31, 2021 using:

    Level 1     Level 2     Level 3     Total  
    $     $     $     $  
Financial liabilities:                        
Conversion features of convertible promissory notes (note 14)   -     -     485,157     485,157  
Earn out shares (note 14)   -     -     9,273,970     9,273,970  
XML 73 R51.htm IDEA: XBRL DOCUMENT v3.22.2.2
NATURE OF OPERATIONS (Narrative) (Details) - USD ($)
Jan. 31, 2022
Jan. 31, 2021
Nature Of Operations [Abstract]    
Cash $ 3,067,983 $ 6,237,182
Working capital (deficit) (4,444,076)  
Accumulated deficit $ (68,510,333) $ (79,426,484)
XML 74 R52.htm IDEA: XBRL DOCUMENT v3.22.2.2
BASIS OF PREPARATION (Schedule of wholly owned subsidiaries included in these consolidated financial statements) (Details)
Jan. 31, 2022
320204 US Holdings Corp. [Member]  
Basis Of Presentation [Line Items]  
Percentage Ownership 100.00%
320204 Oregon Holdings Corp. [Member]  
Basis Of Presentation [Line Items]  
Percentage Ownership 100.00%
320204 Nevada Holdings Corp. [Member]  
Basis Of Presentation [Line Items]  
Percentage Ownership 100.00%
320204 Re Holdings, LLC [Member]  
Basis Of Presentation [Line Items]  
Percentage Ownership 100.00%
Eco Firma Farms LLC [Member]  
Basis Of Presentation [Line Items]  
Percentage Ownership 100.00%
Silver State Cultivation LLC [Member]  
Basis Of Presentation [Line Items]  
Percentage Ownership 100.00%
Silver State Relief LLC [Member]  
Basis Of Presentation [Line Items]  
Percentage Ownership 100.00%
Swell Companies, LTD [Member]  
Basis Of Presentation [Line Items]  
Percentage Ownership 100.00%
Megawood Enterprises Inc. [Member]  
Basis Of Presentation [Line Items]  
Percentage Ownership 100.00%
Phantom Venture Group, LLC [Member]  
Basis Of Presentation [Line Items]  
Percentage Ownership 100.00%
Phantom Brands, LLC [Member]  
Basis Of Presentation [Line Items]  
Percentage Ownership 100.00%
Phantom Distribution, LLC [Member]  
Basis Of Presentation [Line Items]  
Percentage Ownership 100.00%
63353 Bend, LLC [Member]  
Basis Of Presentation [Line Items]  
Percentage Ownership 100.00%
20727-4 Bend, LLC [Member]  
Basis Of Presentation [Line Items]  
Percentage Ownership 100.00%
4964 BFH, LLC [Member]  
Basis Of Presentation [Line Items]  
Percentage Ownership 100.00%
Workforce Concepts 21, Inc. [Member]  
Basis Of Presentation [Line Items]  
Percentage Ownership 100.00%
XML 75 R53.htm IDEA: XBRL DOCUMENT v3.22.2.2
SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($)
12 Months Ended
Jan. 31, 2022
Feb. 01, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]    
Estimated useful lives of intangible assets 10 years  
Operating lease right-of-use assets   $ 5,001,360
Operating lease liabilities $ 9,279,123 $ 5,001,360
XML 76 R54.htm IDEA: XBRL DOCUMENT v3.22.2.2
SIGNIFICANT ACCOUNTING POLICIES (Schedule of estimated useful lives of assets) (Details)
12 Months Ended
Jan. 31, 2022
Buildings [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 45 years
Leasehold improvements [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives shorter of the life of the improvement or the remaining life of the lease
Furniture & fixtures [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 5 years
Computer equipment [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 3 years
Machinery & equipment [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 2 years
Machinery & equipment [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 7 years
XML 77 R55.htm IDEA: XBRL DOCUMENT v3.22.2.2
DISCONTINUED OPERATIONS (Narrative) (Details) - USD ($)
12 Months Ended
Jan. 31, 2022
Jan. 31, 2022
Jan. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Total undiscounted payments $ 2,514,805    
Deposit liability $ 100,000 $ 100,000  
Mortgage maturity term   20 years  
Interest rate 4.50% 4.50%  
Interest rate terms   interest rates ranging from 5.59% to 19.9% with payments made monthly  
Impairment of intangible asset   $ 363,510  
Gain on the sale of assets   0 $ 135,564
Swell And Megawood [Member] | Discontinued Operations, Held-for-sale or Disposed of by Sale [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Remaining inventory on hand $ 363,391 363,391 1,296,009
Impairment of inventory   1,093,308 1,384,922
Provision for expected credit losses   111,616 0
Impairment of intangible asset   363,510 0
Gain on the sale of assets   324,694  
Other income   79,274 231,212
Interest expense   $ 8,227 183,404
Acquisition re-organization costs     1,204,740
Impairment on capital assets     $ 116,881
XML 78 R56.htm IDEA: XBRL DOCUMENT v3.22.2.2
DISCONTINUED OPERATIONS (Schedule of disposal groups including discontinued operations consolidated balance sheets) (Details) - USD ($)
Jan. 31, 2022
Jan. 31, 2021
Carrying amounts of the major classes of liabilities included in discontinued operations:    
Current portion of liabilities classified as held for sale $ (874,379) $ (628,171)
Non-current portion of liabilities classified as held for sale 0 1,132,658
Swell And Megawood [Member] | Discontinued Operations, Held-for-sale or Disposed of by Sale [Member]    
Carrying amounts of the major classes of assets included in discontinued operations:    
Receivables 64,456 93,855
Inventory 363,391 1,296,009
Prepaid expenses and deposits 111,617 153,904
Deferred tax asset 152,177 109,753
Property and equipment 1,139,517 1,895,572
Right-of-use assets 346,987 1,074,930
Intangible assets 0 182,137
Total assets classified as held for sale 2,178,145 4,806,160
Current portion of assets classified as held for sale (2,178,145) (1,492,826)
Non-current portion of assets classified as held for sale 0 3,313,334
Carrying amounts of the major classes of liabilities included in discontinued operations:    
Lease liabilities 412,093 1,217,499
Long-term debt 462,286 543,330
Total liabilities classified as held for sale 874,379 1,760,829
Current portion of liabilities classified as held for sale (874,379) (628,171)
Non-current portion of liabilities classified as held for sale $ 0 $ 1,132,658
XML 79 R57.htm IDEA: XBRL DOCUMENT v3.22.2.2
DISCONTINUED OPERATIONS (Schedule of disposal groups including discontinued operations consolidated operations) (Details) - USD ($)
12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Expenses (income)    
Impairment of intangible asset $ 363,510  
Net loss from discontinued operations after income taxes (2,242,644) $ (3,228,056)
Swell And Megawood [Member] | Discontinued Operations, Held-for-sale or Disposed of by Sale [Member]    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Revenue 1,128,403 2,661,223
Cost of sales 1,602,257 2,393,417
Gross margin (473,854) 267,806
Expenses (income)    
General and administration 361,028 630,691
Provision for expected credit losses 111,616 0
Sales, marketing, and promotion 68,941 27,933
Operating lease cost 1,233 56,650
Depreciation and amortization 207,319 378,113
Impairment of inventory 1,093,308 1,384,922
Impairment of intangible asset 363,510 0
Other (income) expenses (395,741) 1,273,813
Net loss from discontinued operations before income taxes (2,285,068) (3,484,316)
Income tax expense 42,424 256,260
Net loss from discontinued operations after income taxes $ (2,242,644) $ (3,228,056)
XML 80 R58.htm IDEA: XBRL DOCUMENT v3.22.2.2
DISCONTINUED OPERATIONS (Schedule of disposal groups including discontinued operations consolidated cash flows) (Details) - USD ($)
12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Net cash (used in) provided by operating activities of discontinued operations $ (1,602,478) $ 241,753
Net cash provided by investing activities of discontinued operations 1,168,349 100,000
Net cash used in financing activities of discontinued operations (105,360) (119,914)
Swell And Megawood [Member] | Discontinued Operations, Held-for-sale or Disposed of by Sale [Member]    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Net cash (used in) provided by operating activities of discontinued operations (1,602,478) 241,753
Net cash provided by investing activities of discontinued operations 1,168,349 100,000
Net cash used in financing activities of discontinued operations $ (105,360) $ (119,914)
XML 81 R59.htm IDEA: XBRL DOCUMENT v3.22.2.2
SECURITY DEPOSIT (Narrative) (Details) - USD ($)
Jan. 31, 2022
Jan. 31, 2021
Deposit Assets Disclosure [Abstract]    
Security deposit $ 49,011 $ 47,739
XML 82 R60.htm IDEA: XBRL DOCUMENT v3.22.2.2
RECEIVABLES (Narrative) (Details) - USD ($)
Jan. 31, 2022
Jan. 31, 2021
Receivables [Abstract]    
Net provision for expected credit losses $ 0 $ 0
XML 83 R61.htm IDEA: XBRL DOCUMENT v3.22.2.2
RECEIVABLES (Schedule of receivables) (Details) - USD ($)
Jan. 31, 2022
Jan. 31, 2021
Receivables [Abstract]    
Sales taxes receivable $ 11,945 $ 14,809
Trade receivables, net 198,478 101,208
Total receivables $ 210,423 $ 116,017
XML 84 R62.htm IDEA: XBRL DOCUMENT v3.22.2.2
INVENTORY (Schedule of inventories) (Details) - USD ($)
Jan. 31, 2022
Jan. 31, 2021
Inventory Disclosure [Abstract]    
Finished goods $ 1,848,392 $ 1,946,638
Work in process 2,029,133 582,655
Raw materials 176,948 163,354
Total $ 4,054,473 $ 2,692,647
XML 85 R63.htm IDEA: XBRL DOCUMENT v3.22.2.2
PROPERTY AND EQUIPMENT AND RIGHT-OF-USE ASSETS (Narrative) (Details) - USD ($)
12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Feb. 01, 2020
Property, Plant and Equipment [Line Items]      
Depreciation and amortization expense $ 472,998 $ 630,818  
Depreciation and amortization expense allocated to inventory 260,006 135,950  
Property plant and equipment 5,900,820 3,306,865  
Accumulated depreciation 1,031,227 558,229  
Right-of-use asset additions 0 7,236,663  
Right-of-use asset amortization 461,364 800,269  
Right-of-use asset amortization allocated to inventory 265,788 450,413  
Operating lease right-of-use assets     $ 5,001,360
Operating lease liabilities 9,279,123   $ 5,001,360
Machinery and Equipment [Member]      
Property, Plant and Equipment [Line Items]      
Property plant and equipment 2,305,217 1,261,340  
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | Building [Member]      
Property, Plant and Equipment [Line Items]      
Property plant and equipment 1,370,212 1,370,212  
Accumulated depreciation 230,695 202,072  
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | Machinery and Equipment [Member]      
Property, Plant and Equipment [Line Items]      
Property plant and equipment   324,371  
Accumulated depreciation   128,319  
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | Equipment [Member]      
Property, Plant and Equipment [Line Items]      
Property plant and equipment   1,479,014  
Accumulated depreciation   751,582  
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | Swell And Megawood [Member]      
Property, Plant and Equipment [Line Items]      
Impairment on capital assets   116,881  
Property and equipment disposed   318,314  
Accumulated depreciation   201,433  
Gross proceeds of property equipment   0  
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | Swell And Pure Green Properties [Member]      
Property, Plant and Equipment [Line Items]      
Operating lease right-of-use assets   583,257  
Operating lease liabilities   628,171  
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | Swell And Pure Green Properties - Additional [Member]      
Property, Plant and Equipment [Line Items]      
Operating lease right-of-use assets $ 346,987 $ 491,672  
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PROPERTY AND EQUIPMENT AND RIGHT-OF-USE ASSETS (Schedule of property and equipment and right-of-use assets) (Details) - USD ($)
Jan. 31, 2022
Jan. 31, 2021
Property, Plant and Equipment [Line Items]    
Property plant and equipment $ 5,900,820 $ 3,306,865
Less: accumulated depreciation and amortization (1,031,227) (558,229)
Property and equipment 4,869,593 2,748,636
Land [Member]    
Property, Plant and Equipment [Line Items]    
Property plant and equipment 1,330,000 1,330,000
Leasehold improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property plant and equipment 1,758,229 244,472
Furniture & fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Property plant and equipment 460,890 376,207
Computer equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property plant and equipment 46,484 94,846
Machinery & equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property plant and equipment $ 2,305,217 $ 1,261,340
XML 87 R65.htm IDEA: XBRL DOCUMENT v3.22.2.2
INTANGIBLE ASSETS AND GOODWILL (Narrative) (Details) - USD ($)
12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Finite-Lived Intangible Assets [Line Items]    
Amortization expense from intangible assets $ 1,370,286 $ 1,464,528
Impairment of intangible asset 363,510  
Intangible assets, gross 14,769,011 15,132,521
Accumulated amortization 5,544,846 4,174,560
Intangible assets 9,224,165 10,957,961
Goodwill $ 28,541,323 28,541,323
Brand [Member]    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, gross   117,737
Accumulated amortization   17,737
Intangible assets   100,000
Proceeds from sale of intangible assets   100,000
Held for sale [Member]    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, gross   400,009
Accumulated amortization   $ 217,872
XML 88 R66.htm IDEA: XBRL DOCUMENT v3.22.2.2
INTANGIBLE ASSETS AND GOODWILL (Schedule of intangible assets) (Details) - USD ($)
Jan. 31, 2022
Jan. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]    
Licenses $ 12,141,476 $ 12,141,476
Brands 868,982 868,982
Customer relationships 1,758,553 2,122,063
Intangible assets, gross 14,769,011 15,132,521
Less: accumulated amortization (5,544,846) (4,174,560)
Intangible assets, net $ 9,224,165 $ 10,957,961
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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Schedule of accounts payable and accrued liabilities) (Details) - USD ($)
Jan. 31, 2022
Jan. 31, 2021
Payables and Accruals [Abstract]    
Accounts payable $ 1,402,546 $ 1,382,519
Accrued liabilities 1,040,914 1,183,259
Interest payable 65,409 115,218
Total $ 2,508,869 $ 2,680,996
XML 90 R68.htm IDEA: XBRL DOCUMENT v3.22.2.2
LEASES (Narrative) (Details) - USD ($)
12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Feb. 01, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Operating lease right-of-use assets     $ 5,001,360
Operating lease liabilities $ 9,279,123   $ 5,001,360
Operating lease costs 1,403,743 $ 1,249,422  
Portion of operating lease costs allocated to inventory 812,368 700,185  
Lease liabilities classified as held for sale 412,093 $ 1,217,499  
Undiscounted lease liabilities with related parties 16,792,993    
Undiscounted lease liabilities classified as held for sale $ 1,065,557    
XML 91 R69.htm IDEA: XBRL DOCUMENT v3.22.2.2
LEASES (Schedule of active leases and total lease term under contract) (Details) - Land and Building [Member]
Jan. 31, 2022
Swell Companies, LTD [Member]  
Lessee, Lease, Description [Line Items]  
Useful life (years) 5 years
Silver State Cultivation LLC [Member]  
Lessee, Lease, Description [Line Items]  
Useful life (years) 12 years
Silver State Relief LLC (Sparks) [Member]  
Lessee, Lease, Description [Line Items]  
Useful life (years) 12 years
Silver State Relief LLC (Fernley) [Member]  
Lessee, Lease, Description [Line Items]  
Useful life (years) 12 years
Megawood Enterprises Inc. [Member]  
Lessee, Lease, Description [Line Items]  
Useful life (years) 5 years
Phantom Distribution, LLC [Member]  
Lessee, Lease, Description [Line Items]  
Useful life (years) 5 years
63353 Bend, LLC [Member]  
Lessee, Lease, Description [Line Items]  
Useful life (years) 5 years
20727-4 Bend, LLC [Member]  
Lessee, Lease, Description [Line Items]  
Useful life (years) 5 years
4964 BFH, LLC [Member]  
Lessee, Lease, Description [Line Items]  
Useful life (years) 5 years
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LEASES (Schedule of weighted average discount rate used in calculating lease liabilities and weighted average remaining lease term) (Details)
Jan. 31, 2022
Jan. 31, 2021
Leases [Abstract]    
Weighted average discount rate 10.00% 10.00%
Weighted average remaining lease term (years) 10 years 5 months 15 days 11 years 3 months 25 days
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LEASES (Schedule of maturity of the contractual undiscounted lease liabilities of operating leases) (Details) - USD ($)
Jan. 31, 2022
Jan. 31, 2021
Feb. 01, 2020
Leases [Abstract]      
2023 $ 1,239,090    
2024 1,276,263    
2025 1,314,551    
2026 1,353,987    
2027 1,394,607    
Thereafter 9,148,938    
Total undiscounted lease liabilities 15,727,436    
Interest on lease liabilities (6,448,313)    
Total present value of minimum lease payments 9,279,123   $ 5,001,360
Current portion of lease liability 325,698 $ 260,621  
Lease liability $ 8,953,425 $ 9,279,123  
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CONVERTIBLE DEBENTURES AND PROMISSORY NOTES (Narrative) (Details)
1 Months Ended 12 Months Ended
Feb. 04, 2021
USD ($)
Nov. 19, 2020
USD ($)
Feb. 29, 2020
USD ($)
Feb. 21, 2020
USD ($)
Jul. 01, 2019
USD ($)
Jan. 31, 2022
USD ($)
Jan. 31, 2021
CAD ($)
Debenture
Warrant
Common_Share
$ / shares
shares
Jan. 31, 2021
USD ($)
Debenture
Warrant
Common_Share
shares
Jan. 31, 2021
USD ($)
Jan. 31, 2020
USD ($)
Nov. 21, 2019
Jan. 01, 2019
USD ($)
Convertible Debentures And Promissory Notes [Line Items]                        
Proceeds from convertible debt           $ 0   $ 5,688,442        
Proceeds from warrants exercised $ 533,326         533,326   0        
Fair value of derivative liability           1,006,368     $ 9,759,127 $ 3,850,396    
Repayments of convertible debt           1,210,000   0        
Repayments of notes payable     $ 130,000     $ 6,080,000   7,013,333        
Interest rate           4.50%            
Interest expense           $ 1,032,691   1,643,363        
Interest paid - cash           1,082,500   1,715,750        
Convertible debentures [Member]                        
Convertible Debentures And Promissory Notes [Line Items]                        
Interest paid - cash               $ 784,918        
Convertible debentures [Member] | December 31, 2018 issuance [Member]                        
Convertible Debentures And Promissory Notes [Line Items]                        
Number of convertible debentures | Debenture             262 262        
Proceeds from convertible debt             $ 262,000 $ 195,734        
Convertible debt             $ 3,209,000   2,508,068      
Number of shares issued | shares             4,011,250 4,011,250        
Remaining balance outstanding of convertible debentures                 0      
Number of warrants exercised in connection with convertible debentures issued | Warrant             1,988 1,988        
Proceeds from warrants exercised             $ 1,988,000 $ 1,485,188        
Number of warrant debentures converted into common shares | shares             2,087 2,087        
Carrying amount of warrant debentures converted into common shares             $ 2,087,000   1,632,114      
Warrant debentures converted in to number of common shares | shares             2,313,322 2,313,322        
Interest paid - cash               $ 250,879        
Convertible debentures [Member] | January 30, 2019 issuance [Member]                        
Convertible Debentures And Promissory Notes [Line Items]                        
Number of convertible debentures | Debenture             497 497        
Proceeds from convertible debt             $ 497,000 $ 371,297        
Convertible debt             $ 6,673,000   5,204,120      
Number of shares issued | shares             8,341,250 8,341,250        
Remaining balance outstanding of convertible debentures                 0      
Number of warrants exercised in connection with convertible debentures issued | Warrant             4,572 4,572        
Proceeds from warrants exercised             $ 4,572,000 $ 3,415,633        
Number of warrant debentures converted into common shares | shares             4,587 4,587        
Carrying amount of warrant debentures converted into common shares             $ 4,587,000   3,595,099      
Warrant debentures converted in to number of common shares | shares             5,098,872 5,098,872        
Interest paid - cash               $ 534,039        
Convertible promissory notes [Member] | June 13, 2018 issuance [Member]                        
Convertible Debentures And Promissory Notes [Line Items]                        
Aggregate principal amount                 $ 2,000,000      
Conversion price per share | $ / shares             $ 1          
Interest rate of convertible promissory notes             4.00%   4.00%      
Fair value of derivative liability           0     $ 409,007      
Convertible promissory notes [Member] | January 23, 2019 issuance [Member]                        
Convertible Debentures And Promissory Notes [Line Items]                        
Aggregate principal amount                 175,000      
Conversion price per share | $ / shares             $ 5          
Fair value of derivative liability           0     0      
Number of shares issued on conversion | Common_Share             35,000 35,000        
Repayments of convertible debt       $ 130,000                
Number of common shares issued for repayment of the convertible promissory note | shares             95,849 95,849        
Convertible promissory notes [Member] | May 24, 2019 issuance [Member]                        
Convertible Debentures And Promissory Notes [Line Items]                        
Conversion price per share | $ / shares             $ 1.56          
Fair value of derivative liability           0     76,150      
Note payable                 $ 1,000,000      
Interest rate             10.00%   10.00%      
Promissory notes payable [Member] | Silver State [Member] | Newman [Member]                        
Convertible Debentures And Promissory Notes [Line Items]                        
Note payable   $ 15,200,000     $ 2,000,000             $ 30,000,000
Principal payments   $ 506,667     $ 800,000              
Interest rate   9.50%                 9.50% 10.00%
Promissory notes payable [Member] | Silver State [Member] | Newman [Member] | Principal installment due on April 1, 2019 [Member]                        
Convertible Debentures And Promissory Notes [Line Items]                        
Principal payments           3,000,000            
Promissory notes payable [Member] | Silver State [Member] | Newman [Member] | Principal installment due on July 1, 2019 [Member]                        
Convertible Debentures And Promissory Notes [Line Items]                        
Principal payments           6,000,000            
Promissory notes payable [Member] | Silver State [Member] | Newman [Member] | Principal installment due on October 1, 2019 [Member]                        
Convertible Debentures And Promissory Notes [Line Items]                        
Principal payments           6,000,000            
Promissory notes payable [Member] | Silver State [Member] | Newman [Member] | Principal installment due on January 1, 2020 [Member]                        
Convertible Debentures And Promissory Notes [Line Items]                        
Principal payments           6,000,000            
Promissory notes payable [Member] | Silver State [Member] | Newman [Member] | Principal installment due on April 1, 2020 [Member]                        
Convertible Debentures And Promissory Notes [Line Items]                        
Principal payments           6,000,000            
Promissory notes payable [Member] | Silver State [Member] | Newman [Member] | Principal installment due on July 1, 2020 [Member]                        
Convertible Debentures And Promissory Notes [Line Items]                        
Principal payments           3,000,000            
Promissory notes payable [Member] | Silver State [Member] | Newman [Member] | Principal installment due on December 1, 2019 [Member]                        
Convertible Debentures And Promissory Notes [Line Items]                        
Principal payment of promissory note cancelled           800,000            
Principal payments           $ 600,000            
XML 95 R73.htm IDEA: XBRL DOCUMENT v3.22.2.2
CONVERTIBLE DEBENTURES AND PROMISSORY NOTES (Schedule of convertible debentures) (Details) - USD ($)
12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Short-Term Debt [Line Items]    
Conversions   $ (12,758,473)
Interest $ 1,077,068 3,931,570
Accretion expense 230,462 1,220,896
Interest paid - cash (1,082,500) (1,715,750)
Convertible debentures [Member]    
Short-Term Debt [Line Items]    
Balance, beginning of period 0 6,246,070
New issuances on exercise of warrants   5,688,442
Conversions   (12,758,473)
Interest   599,240
Accretion expense   725,238
Interest paid - cash   (784,918)
Foreign exchange loss   284,401
Balance, end of period 0 0
Convertible debentures [Member] | December 31, 2018 issuance [Member]    
Short-Term Debt [Line Items]    
Balance, beginning of period 0 2,066,976
New issuances on exercise of warrants   1,749,065
Conversions   (4,075,959)
Interest   190,003
Accretion expense   251,990
Interest paid - cash   (250,879)
Foreign exchange loss   68,804
Balance, end of period 0 0
Convertible debentures [Member] | January 30, 2019 issuance [Member]    
Short-Term Debt [Line Items]    
Balance, beginning of period 0 4,179,094
New issuances on exercise of warrants   3,939,377
Conversions   (8,682,514)
Interest   409,237
Accretion expense   473,248
Interest paid - cash   (534,039)
Foreign exchange loss   215,597
Balance, end of period $ 0 $ 0
XML 96 R74.htm IDEA: XBRL DOCUMENT v3.22.2.2
CONVERTIBLE DEBENTURES AND PROMISSORY NOTES (Schedule of convertible promissory notes) (Details) - USD ($)
12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Short-Term Debt [Line Items]    
Interest $ 1,077,068 $ 3,931,570
Accretion expense 230,462 1,220,896
Convertible promissory notes [Member]    
Short-Term Debt [Line Items]    
Balance, beginning of period 2,202,646 1,732,981
Payment (1,210,000) (175,000)
Interest 58,334 149,007
Accretion expense 230,462 495,658
Balance, end of period 1,281,442 2,202,646
Convertible promissory notes [Member] | June 13, 2018 issuance [Member]    
Short-Term Debt [Line Items]    
Balance, beginning of period 1,072,590 639,665
Payment 0 0
Interest 17,649 48,733
Accretion expense 191,203 384,192
Balance, end of period 1,281,442 1,072,590
Convertible promissory notes [Member] | January 23, 2019 issuance [Member]    
Short-Term Debt [Line Items]    
Balance, beginning of period 0 175,000
Payment 0 (175,000)
Interest 0 0
Accretion expense 0 0
Balance, end of period 0 0
Convertible promissory notes [Member] | May 24, 2019 issuance [Member]    
Short-Term Debt [Line Items]    
Balance, beginning of period 1,130,056 918,316
Payment (1,210,000) 0
Interest 40,685 100,274
Accretion expense 39,259 111,466
Balance, end of period $ 0 $ 1,130,056
XML 97 R75.htm IDEA: XBRL DOCUMENT v3.22.2.2
CONVERTIBLE DEBENTURES AND PROMISSORY NOTES (Schedule of promissory notes) (Details) - Promissory notes payable [Member] - USD ($)
12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Debt Instrument [Line Items]    
Balance, beginning of period $ 14,186,667 $ 21,200,000
Payments (6,080,000) (7,013,333)
Balance, end of period 8,106,667 $ 14,186,667
Current portion 6,080,000  
Non-current portion $ 2,026,667  
XML 98 R76.htm IDEA: XBRL DOCUMENT v3.22.2.2
DERIVATIVE LIABILITIES (Narrative) (Details) - shares
1 Months Ended
Feb. 04, 2019
Jan. 24, 2022
May 24, 2019
Phantom Farms [Member]      
Derivative [Line Items]      
Maximum 'earn out' shares over a period of seven years 4,500,000    
Shares issued - Settlement of Earn out shares (Shares)   1,300,000  
Swell Companies Ltd [Member]      
Derivative [Line Items]      
Maximum 'earn out' shares over a period of seven years     6,000,000
Percentage of earn out shares earned upon change of control     50.00%
XML 99 R77.htm IDEA: XBRL DOCUMENT v3.22.2.2
DERIVATIVE LIABILITIES (Schedule of continuity of derivative liabilities) (Details) - USD ($)
12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Derivative [Line Items]    
Beginning balance $ 9,759,127 $ 3,850,396
Fair value adjustment on derivative liabilities (8,576,290) 5,756,195
Settlement of Phantom earn out (677,939)  
Effect of foreign exchange 501,470 152,536
Ending balance 1,006,368 9,759,127
Convertible promissory notes [Member]    
Derivative [Line Items]    
Beginning balance 485,157 151,242
Fair value adjustment on derivative liabilities (485,157) 333,915
Settlement of Phantom earn out 0  
Effect of foreign exchange 0 0
Ending balance 0 485,157
Earn out shares [Member]    
Derivative [Line Items]    
Beginning balance 9,273,970 3,699,154
Fair value adjustment on derivative liabilities (8,091,133) 5,422,280
Settlement of Phantom earn out (677,939)  
Effect of foreign exchange 501,470 152,536
Ending balance $ 1,006,368 $ 9,273,970
XML 100 R78.htm IDEA: XBRL DOCUMENT v3.22.2.2
DERIVATIVE LIABILITIES (Schedule of fair value of earn of earn out shares) (Details) - Earn out shares [Member]
Jan. 31, 2022
Jan. 31, 2021
Discount rate [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability, measurement input 1.24 0.3
Expected life in years [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability, measurement input 4.33 5.34
Expected stock volatility [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability, measurement input 80 80
Expected volatility of foreign exchange [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability, measurement input 6.52 5.29
XML 101 R79.htm IDEA: XBRL DOCUMENT v3.22.2.2
DERIVATIVE LIABILITIES (Schedule of fair value of convertible promissory notes) (Details)
Jan. 31, 2021
$ / shares
Conversion feature of June 13, 2018 issuance of convertible promissory notes [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Stock price (CAD) $ 1.54
Exercise price (CAD) $ 1.28
Conversion feature of June 13, 2018 issuance of convertible promissory notes [Member] | Discount rate [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Derivative liability, measurement input 0.18
Conversion feature of June 13, 2018 issuance of convertible promissory notes [Member] | Expected life in years [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Derivative liability, measurement input 0.36
Conversion feature of June 13, 2018 issuance of convertible promissory notes [Member] | Expected stock volatility [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Derivative liability, measurement input 85
Conversion feature of May 24, 2019 issuance of convertible promissory notes [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Stock price (CAD) $ 1.54
Exercise price (CAD) $ 2
Conversion feature of May 24, 2019 issuance of convertible promissory notes [Member] | Discount rate [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Derivative liability, measurement input 0.18
Conversion feature of May 24, 2019 issuance of convertible promissory notes [Member] | Expected life in years [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Derivative liability, measurement input 0.31
Conversion feature of May 24, 2019 issuance of convertible promissory notes [Member] | Expected stock volatility [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Derivative liability, measurement input 86
XML 102 R80.htm IDEA: XBRL DOCUMENT v3.22.2.2
SHAREHOLDERS' EQUITY (Narrative) (Details)
1 Months Ended 12 Months Ended
Feb. 04, 2021
$ / shares
shares
Feb. 04, 2021
USD ($)
$ / shares
shares
Jun. 17, 2021
shares
Feb. 29, 2020
USD ($)
Jan. 31, 2022
$ / shares
shares
Jan. 31, 2022
USD ($)
shares
Jan. 31, 2021
USD ($)
shares
May 28, 2020
$ / shares
shares
Class of Stock [Line Items]                
Shares issued - acquisition of Phantom Farms | $             $ 2,582,903  
Repayments of notes payable | $       $ 130,000   $ 6,080,000 7,013,333  
Shares issued - Megawood | $             $ 38,415  
Shares issued - option exercises (Shares)             200,000  
Number of warrants exercised   456,100 4,160,000     4,616,100    
Number of shares delivered to the vendors of EFF           2,142,000    
Proceeds from issuance of promissory note payable | $           $ 1,905,635    
Remaining number of shares to be delivered         793,093 793,093    
Number of warrants outstanding with extended expiry date               2,794,746
Exercise price of warrants outstanding with extended expiry date | $ / shares               $ 1.83
Weighted average exercise price of warrants exercised | (per share) $ 1.5 $ 1.17     $ 1.05      
Number of common shares called by warrants 456,100 456,100 1,214,080          
Issuance of convertible debentures on exercise of warrants | $   $ 533,326       $ 533,326 $ 0  
Number of warrants expired   1,243,900       4,038,646    
Maximum term of options           10 years    
Share-based compensation | $           $ 366,469 $ 494,435  
Common Stock [Member]                
Class of Stock [Line Items]                
Shares issued - acquisition of Phantom Farms (Shares)             7,132,042  
Shares issued - acquisition of Phantom Farms | $             $ 2,582,903  
Amendment of Megawood consideration (Shares)             95,849  
Shares issued - Megawood | $             $ 38,415  
Shares issued - option exercises (Shares)             200,000  
Shares issued - conversion of debentures (Shares)             19,764,694  
Shares issued - Swell commitment (Shares)             456,862  
Shares issued - EFF commitment (Shares)           19,774 19,774  
Shares issued - PF warrants exercises (Shares)           456,100    
Shares issued - Guaranteed warrants (Shares)           1,214,080    
Number of warrants exercised           4,160,000    
Shares issued - Settlement of Earn out shares (Shares)           1,300,000    
Director [Member]                
Class of Stock [Line Items]                
Number of warrants exercised   426,100            
XML 103 R81.htm IDEA: XBRL DOCUMENT v3.22.2.2
SHAREHOLDERS' EQUITY (Schedule for continuity of common stock) (Details) - USD ($)
12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Class of Stock [Line Items]    
Beginning balance $ 23,256,148 $ 13,610,017
Shares issued - acquisition of Phantom Farms   2,582,903
Shares issued - Megawood   $ 38,415
Shares issued - option exercises (Shares)   200,000
Shares issued - option exercises   $ 98,950
Shares issued - conversion of debentures   12,758,473
Shares issued - Swell commitment   0
Shares issued - PF warrants exercises 533,326  
Shares issued - EFF commitment 0 0
Standby warrants issued   2,116,192
Shares issued - Guaranteed warrants 0  
Shares issued - Settlement of Earn out shares 677,939  
Share-based compensation 366,469 494,435
Ending balance $ 34,983,192 $ 23,256,148
Common Stock [Member]    
Class of Stock [Line Items]    
Beginning balance (Shares) 117,057,860 89,388,639
Beginning balance $ 103,636,830 $ 85,096,509
Shares issued - acquisition of Phantom Farms (Shares)   7,132,042
Shares issued - acquisition of Phantom Farms   $ 2,582,903
Amendment of Megawood consideration (Shares)   95,849
Shares issued - Megawood   $ 38,415
Shares issued - option exercises (Shares)   200,000
Shares issued - option exercises   $ 98,950
Shares issued - conversion of debentures (Shares)   19,764,694
Shares issued - conversion of debentures   $ 12,758,473
Shares issued - Swell commitment (Shares)   456,862
Shares issued - Swell commitment   $ 429,582
Shares issued - PF warrants exercises (Shares) 456,100  
Shares issued - PF warrants exercises $ 533,326  
Shares issued - EFF commitment (Shares) 19,774 19,774
Shares issued - EFF commitment $ 21,787 $ 21,371
Standby warrants issued   2,116,192
Shares issued - Guaranteed warrants (Shares) 1,214,080  
Shares issued - Settlement of Earn out shares (Shares) 1,300,000  
Shares issued - Settlement of Earn out shares $ 677,939  
Share-based compensation $ 366,469 $ 494,435
Ending balance (Shares) 120,047,814 117,057,860
Ending balance $ 105,236,351 $ 103,636,830
XML 104 R82.htm IDEA: XBRL DOCUMENT v3.22.2.2
SHAREHOLDERS' EQUITY (Schedule of warrants activity) (Details)
1 Months Ended 12 Months Ended
Feb. 04, 2021
$ / shares
shares
Feb. 04, 2021
$ / shares
shares
Jun. 17, 2021
shares
Jan. 31, 2022
$ / shares
shares
Jan. 31, 2021
$ / shares
shares
Jan. 31, 2020
$ / shares
shares
Equity [Abstract]            
Warrants outstanding, Beginning balance 11,894,746 11,894,746   11,894,746 5,694,746  
Warrants issued         6,200,000  
Warrants exercised (456,100) (456,100) (4,160,000) (4,616,100)    
Warrants expired (1,243,900) (1,243,900)   (4,038,646)    
Warrants outstanding, Ending balance       3,240,000 11,894,746 5,694,746
Weighted average exercise price of warrants outstanding, beginning balance | $ / shares $ 1.32     $ 1.32 $ 1.66  
Weighted average exercise price of warrants issued | $ / shares         1  
Weighted average exercise price of warrants exercised | (per share) $ 1.5 $ 1.17   1.05    
Weighted average exercise price of warrants expired | $ / shares       1.73    
Weighted average exercise price of warrants outstanding, ending balance | $ / shares       $ 1.18 $ 1.32 $ 1.66
Weighted average remaining life of warrants outstanding       2 years 1 month 6 days 1 year 11 months 15 days 8 months 26 days
XML 105 R83.htm IDEA: XBRL DOCUMENT v3.22.2.2
SHAREHOLDERS' EQUITY (Schedule of warrants outstanding and exercisable) (Details) - $ / shares
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Class of Warrant or Right [Line Items]      
Exercise Price $ 1.18 $ 1.32 $ 1.66
Number of Warrants 3,240,000 11,894,746 5,694,746
December 31, 2023 [Member]      
Class of Warrant or Right [Line Items]      
Exercise Price $ 1    
Number of Warrants 632,400    
January 30, 2024 [Member]      
Class of Warrant or Right [Line Items]      
Exercise Price $ 1    
Number of Warrants 1,407,600    
May 24, 2024 [Member]      
Class of Warrant or Right [Line Items]      
Exercise Price $ 1.5    
Number of Warrants 1,200,000    
XML 106 R84.htm IDEA: XBRL DOCUMENT v3.22.2.2
SHAREHOLDERS' EQUITY (Schedule of stock option activity) (Details) - $ / shares
12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Equity [Abstract]      
Options outstanding and exercisable - Beginning balance 6,965,000 3,255,000  
Options granted   4,055,000  
Options exercised   (200,000)  
Options expired/cancelled (1,350,000) (145,000)  
Options outstanding and exercisable - Ending balance 5,615,000 6,965,000 3,255,000
Weighted average exercise price, outstanding and exercisable - Beginning balance $ 1.22 $ 1.78  
Weighted average exercise price, Granted   0.73  
Weighted average exercise price, Exercised   0.65  
Weighted average exercise price, Expired/Cancelled 2.8 0.71  
Weighted average exercise price, outstanding and exercisable - Ending balance $ 0.84 $ 1.22 $ 1.78
Weighted average remaining life, outstanding and exercisable 1 year 5 months 12 days 2 years 18 days 2 years 2 months 4 days
XML 107 R85.htm IDEA: XBRL DOCUMENT v3.22.2.2
SHAREHOLDERS' EQUITY (Schedule of stock options outstanding and exercisable) (Details) - $ / shares
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Exercise Price $ 0.84 $ 1.22 $ 1.78
Outstanding 5,615,000 6,965,000 3,255,000
Exercisable 4,263,333    
February 5, 2022 [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Exercise Price $ 1.11    
Outstanding 460,000    
Exercisable 460,000    
October 9, 2022 [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Exercise Price $ 1.38    
Outstanding 500,000    
Exercisable 500,000    
January 24, 2023 [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Exercise Price $ 0.8    
Outstanding 100,000    
Exercisable 100,000    
August 17, 2023 [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Exercise Price $ 0.7    
Outstanding 3,905,000    
Exercisable 2,603,333    
January 28, 2024 [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Exercise Price $ 1.5    
Outstanding 150,000    
Exercisable 100,000    
October 9, 2024 [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Exercise Price $ 1    
Outstanding 500,000    
Exercisable 500,000    
XML 108 R86.htm IDEA: XBRL DOCUMENT v3.22.2.2
SHAREHOLDERS' EQUITY (weighted average assumptions of stock options) (Details)
12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Equity [Abstract]    
Risk-free rate 0.00% 0.19%
Expected term of options   3 years
Annualized volatility 0.00% 80.00%
Dividend rate 0.00% 0.00%
XML 109 R87.htm IDEA: XBRL DOCUMENT v3.22.2.2
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE (Schedule of Selling, general and administrative expenses) (Details) - USD ($)
1 Months Ended 12 Months Ended
Jan. 20, 2021
Jan. 31, 2022
Jan. 31, 2021
Selling, General and Administrative Expense [Abstract]      
Accounting and legal $ 68,195 $ 665,248 $ 501,854
Depreciation and amortization   1,280,446 1,321,686
License fees, taxes and insurance   1,807,645 1,705,539
Office Facilities and administrative   301,944 253,230
Operating lease cost   591,376 549,031
Other   340,224 372,307
Professional Fees and consulting   701,999 650,188
Salaries and wages   2,913,900 2,884,320
Share-based compensation   366,469 494,435
Shareholder Communications   26,781 15,834
Travel and entertainment   59,142 58,975
Selling, general and administrative expenses   $ 9,055,174 $ 8,807,399
XML 110 R88.htm IDEA: XBRL DOCUMENT v3.22.2.2
SEGMENTED INFORMATION (Schedule of segmented operational activity) (Details) - USD ($)
12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Segment Reporting Information [Line Items]    
Revenue $ 32,982,976 $ 33,466,063
Gross Profit 18,809,985 18,047,346
Operating expenses:    
Selling, general and administrative (9,055,174) (8,807,399)
Operating lease cost (1,403,743) (1,249,422)
Depreciation and amortization (1,818,325) (2,270,526)
Share-based compensation 366,469 494,435
Interest, accretion, and other 1,077,068 3,931,570
Net income (loss) before taxes 17,132,041 $ (1,633,439)
Discontinued Operations [Member]    
Segment Reporting Information [Line Items]    
Revenue 1,128,403  
Gross Profit (473,854)  
Operating expenses:    
Selling, general and administrative (429,969)  
Operating lease cost (1,233)  
Depreciation and amortization (207,319)  
Share-based compensation 0  
Impairment of inventory (1,093,308)  
Impairment of intangible asset (363,510)  
Interest, accretion, and other 284,125  
Net income (loss) before taxes (2,285,068)  
Nevada [Member]    
Segment Reporting Information [Line Items]    
Revenue 32,982,976  
Gross Profit 18,809,985  
Operating expenses:    
Selling, general and administrative (3,880,871)  
Operating lease cost (591,376)  
Depreciation and amortization (1,276,640)  
Share-based compensation 0  
Impairment of inventory 0  
Impairment of intangible asset 0  
Interest, accretion, and other 22,171  
Net income (loss) before taxes 13,083,269  
Corporate [Member]    
Segment Reporting Information [Line Items]    
Revenue 0  
Gross Profit 0  
Operating expenses:    
Selling, general and administrative (2,936,012)  
Operating lease cost 0  
Depreciation and amortization (3,806)  
Share-based compensation (366,469)  
Impairment of inventory 0  
Impairment of intangible asset 0  
Interest, accretion, and other 7,355,059  
Net income (loss) before taxes 4,048,772  
Consolidated [Member]    
Segment Reporting Information [Line Items]    
Revenue 34,111,379  
Gross Profit 18,336,131  
Operating expenses:    
Selling, general and administrative (7,246,852)  
Operating lease cost (592,609)  
Depreciation and amortization (1,487,765)  
Share-based compensation (366,469)  
Impairment of inventory (1,093,308)  
Impairment of intangible asset (363,510)  
Interest, accretion, and other 7,661,355  
Net income (loss) before taxes $ 14,846,973  
XML 111 R89.htm IDEA: XBRL DOCUMENT v3.22.2.2
SEGMENTED INFORMATION (Schedule of disaggregation of long-lived assets by geographic are) (Details) - USD ($)
Jan. 31, 2022
Jan. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets by geographic area $ 13,745,477 $ 12,085,884
Nevada [Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets by geographic area 11,903,430 10,110,806
Discontinued operations (Oregon)[Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets by geographic area 1,817,633 1,946,961
Other [Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets by geographic area $ 24,414 $ 28,117
XML 112 R90.htm IDEA: XBRL DOCUMENT v3.22.2.2
COMMITMENTS (Narrative) (Details)
Jan. 31, 2022
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Undiscounted lease payments for lease liabilities held for sale $ 456,383
XML 113 R91.htm IDEA: XBRL DOCUMENT v3.22.2.2
COMMITMENTS (Schedule of future minimum payments) (Details)
Jan. 31, 2022
USD ($)
Other Commitments [Line Items]  
2023 $ 1,522,747
2024 1,553,310
2025 1,360,102
2026 1,399,538
2027 1,440,158
Thereafter 9,517,138
Other commitment 16,792,993
Mortgage [Member]  
Other Commitments [Line Items]  
2023 55,465
2024 48,855
2025 45,551
2026 45,551
2027 45,551
Thereafter 368,201
Other commitment 609,174
Leases with related parties [Member]  
Other Commitments [Line Items]  
2023 1,467,282
2024 1,504,455
2025 1,314,551
2026 1,353,987
2027 1,394,607
Thereafter 9,148,937
Other commitment $ 16,183,819
XML 114 R92.htm IDEA: XBRL DOCUMENT v3.22.2.2
INCOME TAXES (Narrative) (Details)
$ in Millions
Jan. 31, 2022
CAD ($)
Jan. 31, 2022
USD ($)
Jan. 31, 2021
USD ($)
Income Tax Disclosure [Line Items]      
Valuation allowance   $ 4,919,214 $ 5,573,835
Non-capital losses   4,409,825 3,834,262
Allowable capital losses   $ 140,224 $ 138,421
Canadian [Member]      
Income Tax Disclosure [Line Items]      
Non-capital losses $ 16.3    
Allowable capital losses $ 1.0    
XML 115 R93.htm IDEA: XBRL DOCUMENT v3.22.2.2
INCOME TAXES (Schedule of components of the income tax provision) (Details) - USD ($)
12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Income Tax Disclosure [Line Items]    
Total current income tax expense $ 3,425,756 $ 2,366,046
Total deferred income tax recovery 547,490 602,087
Total income tax expense 3,973,246 2,968,133
Canadian [Member]    
Income Tax Disclosure [Line Items]    
Total current income tax expense 0 0
Total deferred income tax recovery 0 0
US Federal [Member]    
Income Tax Disclosure [Line Items]    
Total current income tax expense 3,425,756 2,366,046
Total deferred income tax recovery $ 547,490 $ 602,087
XML 116 R94.htm IDEA: XBRL DOCUMENT v3.22.2.2
INCOME TAXES (Schedule of domestic and foreign components of Income (loss) before provision for income taxes) (Details) - USD ($)
12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Income Tax Disclosure [Line Items]    
Income (loss) before income taxes $ 17,132,041 $ (1,633,439)
Canadian [Member]    
Income Tax Disclosure [Line Items]    
Income (loss) before income taxes 6,985,670 (11,678,406)
US Federal [Member]    
Income Tax Disclosure [Line Items]    
Income (loss) before income taxes $ 10,146,371 $ 10,044,967
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INCOME TAXES (Schedule of Effective Income Tax Rate Reconciliation) (Details) - USD ($)
12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Income Tax Disclosure [Abstract]    
Income (loss) for the year $ 17,132,041 $ (1,633,439)
Statutory rate 27.00% 27.00%
Income tax expense (recovery) at statutory rate $ 4,625,652 $ (441,029)
Non-deductible expenditures and non-taxable revenues 1,530,604 1,842,777
Foreign tax rate differential (608,783) (602,698)
Change in valuation allowance (654,621) 737,667
Adjustment to provision versus statutory tax returns (919,606) 1,431,416
Income Tax Expense (Benefit) $ 3,973,246 $ 2,968,133
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INCOME TAXES (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($)
Jan. 31, 2022
Jan. 31, 2021
Deferred tax assets    
Share issuance costs and financing fees $ 254,662 $ 505,035
Allowable capital losses 140,224 138,421
Non-capital losses 4,409,825 3,834,262
Intangible assets 940,967 816,736
Mineral resource properties 0 983,977
Right of use assets and lease liabilities, net 98,352 63,032
Goodwill 0 0
Reclamation obligation 14,923 14,852
Total deferred tax assets 5,858,953 6,356,315
Valuation allowance (4,919,214) (5,573,835)
Total net deferred tax assets 939,739 782,480
Deferred tax liabilities    
Property and equipment (930,715) (225,966)
Net deferred tax asset $ 9,024 $ 556,514
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RELATED PARTY TRANSACTIONS (Narrative) (Details) - SDP Development Group, LLC [Member]
1 Months Ended
Feb. 12, 2020
USD ($)
a
ft²
Property
$ / shares
shares
Nov. 16, 2020
USD ($)
Phantom Farms [Member]    
Related Party Transaction [Line Items]    
Number of property purchased under purchase agreement | Property 6  
Aggregate purchase price $ 8,010,000  
Number of shares issued under the purchase agreement | shares 2,670,000  
Price of shares issued under the purchase agreement | $ / shares $ 3  
Southern Oregon Farms [Member]    
Related Party Transaction [Line Items]    
Number of property purchased under purchase agreement | Property 2  
Land Subject to ground lease | a 60  
Outdoor cannabis cultivation facilities | Property 2  
Area of canopy | ft² 80,000  
Number of properties for which rent reduced | Property 3  
Number of shares issued on purchase of Phantom farms | shares 7,132,041  
Shares issued on purchase of Phantom farms $ 2,582,903  
Transaction costs 1,204,740  
Undiscounted future cash flows $ 456,384  
Three Nevada Leases With Double G Holdings [Member]    
Related Party Transaction [Line Items]    
Undiscounted future cash flows   $ 16,930,437
Extended lease term   5 years
Annual in base rent annually   3.00%
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RELATED PARTY TRANSACTIONS (Schedule of balances due to related parties included in accounts payable, accrued liabilities, and promissory note payable) (Details) - USD ($)
Jan. 31, 2022
Jan. 31, 2021
Related Party Transactions [Abstract]    
Due to the President and CEO $ 8,172,075 $ 14,369,004
Lease liabilities due to a company controlled by the CEO 9,279,123 9,539,744
Lease liabilities due to SDP Development 412,093 589,328
Due to the CFO of the Company 360 527
Due to related parties $ 17,863,651 $ 24,498,603
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RELATED PARTY TRANSACTIONS (Schedule of transactions with related parties including key management personnel) (Details) - USD ($)
12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Related Party Transactions [Abstract]    
Consulting fees paid to a director $ 240,000 $ 0
Amounts paid to CEO or companies controlled by CEO 8,632,619 10,368,616
Salary paid to directors and officers 496,807 499,710
Share compensation for directors and officers 251,333 360,610
Convertible debenture interest paid to directors and officers 0 18,346
Lease payments made to SDP Development 209,176 228,192
Expenses from transactions with related party $ 9,829,935 $ 11,475,474
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EARNINGS PER SHARE (Narrative) (Details) - shares
12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Warrants And Stock Options [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation of earnings per share 5,463,333 16,156,413
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EARNINGS PER SHARE (Schedule of reconciliation for calculation of basic and diluted earnings per share) (Details) - USD ($)
12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Earnings Per Share [Abstract]    
Net income (loss) from continuing operations after income taxes $ 13,158,795 $ (4,601,572)
Net loss from discontinued operations after income taxes (2,242,644) (3,228,056)
Net income (loss) $ 10,916,151 $ (7,829,628)
Weighted average number of common shares outstanding 118,308,584 104,841,540
Dilutive effect of warrants and stock options outstanding 2,833,093 0
Diluted weighted average number of common shares outstanding 121,141,677 104,841,540
Basic earnings (loss) per share, continuing operations $ 0.11 $ (0.04)
Diluted earnings (loss) per share, continuing operations 0.11 (0.04)
Basic loss per share from discontinued operations (0.02) (0.03)
Diluted loss per share, discontinued operations (0.02) (0.03)
Basic earnings (loss) per share 0.09 (0.07)
Diluted earnings (loss) per share $ 0.09 $ (0.07)
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CONTINGENCIES (Narrative) (Details) - USD ($)
1 Months Ended 12 Months Ended
Nov. 08, 2019
Jan. 20, 2021
May 30, 2019
Apr. 29, 2019
Jan. 31, 2022
Jan. 31, 2021
Loss Contingencies [Line Items]            
Damages alleged against company $ 2,774,176          
Attorney's fees   $ 68,195     $ 665,248 $ 501,854
Damages awarded to company   1,252        
Statutory prevailing party fee   $ 640        
Oregon Action [Member] | Settled Litigation [Member]            
Loss Contingencies [Line Items]            
Damages alleged against company       $ 612,500    
British Columbia Action [Member]            
Loss Contingencies [Line Items]            
Issue of common shares     1,800,000      
XML 125 R103.htm IDEA: XBRL DOCUMENT v3.22.2.2
FINANCIAL INSTRUMENTS (Schedule of fair value measurements of financial liabilities) (Details) - USD ($)
Jan. 31, 2022
Jan. 31, 2021
Conversion features of convertible promissory notes [Member]    
Financial Liabilities Fair Value Disclosure [Abstract]    
Financial liabilities $ 0 $ 485,157
Conversion features of convertible promissory notes [Member] | Fair Value, Inputs, Level 1 [Member]    
Financial Liabilities Fair Value Disclosure [Abstract]    
Financial liabilities 0 0
Conversion features of convertible promissory notes [Member] | Fair Value, Inputs, Level 2 [Member]    
Financial Liabilities Fair Value Disclosure [Abstract]    
Financial liabilities 0 0
Conversion features of convertible promissory notes [Member] | Fair Value, Inputs, Level 3 [Member]    
Financial Liabilities Fair Value Disclosure [Abstract]    
Financial liabilities 0 485,157
Earn out shares [Member]    
Financial Liabilities Fair Value Disclosure [Abstract]    
Financial liabilities 1,006,368 9,273,970
Earn out shares [Member] | Fair Value, Inputs, Level 1 [Member]    
Financial Liabilities Fair Value Disclosure [Abstract]    
Financial liabilities 0 0
Earn out shares [Member] | Fair Value, Inputs, Level 2 [Member]    
Financial Liabilities Fair Value Disclosure [Abstract]    
Financial liabilities 0 0
Earn out shares [Member] | Fair Value, Inputs, Level 3 [Member]    
Financial Liabilities Fair Value Disclosure [Abstract]    
Financial liabilities $ 1,006,368 $ 9,273,970
XML 126 R104.htm IDEA: XBRL DOCUMENT v3.22.2.2
SUBSEQUENT EVENTS (Narrative) (Details) - $ / shares
12 Months Ended
Feb. 10, 2022
Feb. 05, 2022
Jan. 31, 2022
Jan. 31, 2021
Subsequent Event [Line Items]        
Number of options issued       4,055,000
Exercise price of stock option       $ 0.73
Expiration period of stock option     10 years  
Subsequent Events [Member]        
Subsequent Event [Line Items]        
Number of options expired   460,000    
Number of options issued 600,000      
Exercise price of stock option $ 0.7      
Expiration period of stock option 2 years      
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Z4 Floor, 885 West Georgia Street Vancouver V6E 3H4 CA Michael Kidd Floor, 885 West Georgia Street Vancouver V6E 3H4 CA 833 289-2994 Common shares, no par value 120047814 No No Yes Yes Non-accelerated Filer true false false U.S. GAAP false Baker Tilly US, LLP Chicago, Illinois 23 3067983 6237182 210423 116017 4054473 2692647 773450 778037 2178145 1492826 10284474 11316709 4869593 2748636 8875884 9337248 9224165 10957961 28541323 28541323 49011 47739 9024 556514 0 3313334 61853474 66819464 2508869 2680996 6080000 6080000 1281442 2202646 3658162 3378299 325698 260621 874379 628171 14728550 15230733 8953425 9279123 100000 0 2026667 8106667 1006368 9759127 55272 55008 0 1132658 26870282 43563316 0 0 120047814 120047814 117057860 117057860 105236351 103636830 628141 649928 -2370967 -1604126 -68510333 -79426484 34983192 23256148 61853474 66819464 32982976 33466063 14172991 15418717 18809985 18047346 9055174 8807399 9754811 9239947 1077068 3931570 230462 1220896 108470 35275 8576290 -5756195 17132041 -1633439 3973246 2968133 13158795 -4601572 -2242644 -3228056 10916151 -7829628 -766841 -613609 10149310 -8443237 0.11 -0.04 0.11 -0.04 -0.02 -0.02 -0.03 -0.03 0.09 -0.07 0.09 -0.07 118308584 104841540 121141677 104841540 89388639 85096509 1100881 -990517 -71596856 13610017 7132042 2582903 2582903 95849 38415 38415 200000 98950 98950 19764694 12758473 12758473 456862 429582 -429582 0 19774 21371 -21371 0 2116192 2116192 494435 494435 -613609 -7829628 -8443237 117057860 103636830 649928 -1604126 -79426484 23256148 19774 21787 -21787 0 456100 533326 533326 1214080 0 1300000 677939 677939 366469 366469 -766841 10916151 10149310 120047814 105236351 628141 -2370967 -68510333 34983192 13158795 -4601572 1818325 2270526 366469 494435 83058 3573101 230462 1220896 589914 602087 -500462 -284401 8576290 -5756195 0 135564 1361826 -1700987 -4587 368678 94406 -154900 -748404 0 1568932 -1431130 279863 -336367 -72734 -701115 805406 0 8438609 8483102 -1602478 241753 2562304 227777 0 130000 0 846256 -2562304 -1204033 1168349 100000 6080000 7013333 1210000 0 533326 0 0 98950 0 5688442 1082500 2500669 100000 0 -7739174 -3726610 -105360 -119914 -766841 -613609 -3169199 3160689 6237182 3076493 3067983 6237182 2322855 2515446 3145893 2832676 0 7236663 0 12758473 677939 0 21787 450953 0 2582903 0 38415 <div> <p style="margin-left: 17.5pt; text-indent: -17.5pt; text-align: justify; margin-top: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>1.<span style="display: inline-block; width: 10pt;"> </span>NATURE OF OPERATIONS</span></span></span></span></p> <p style="text-align: justify;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>C21 Investments Inc. (the "Company" or "C21") was incorporated January 15, 1987, under the Company Act of British Columbia. The Company is a publicly traded company with its registered office is 1900-885 West Georgia Street, Vancouver, BC, V6C 3H4.</span></span></span></span></p> <p style="text-align: justify;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>Pursuant to a change of business announced on January 29, 2018 to the Cannabis industry, the Company commenced acquiring and operating revenue-producing cannabis operations in the USA.</span></span></span></span></p> <p style="text-align: justify;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>On June 15, 2018, the Company's common shares were delisted from the TSX Venture Exchange ("TSX-V") at the Company's request and on June 18, 2018 the Company commenced trading on the Canadian Securities Exchange ("CSE"), completed its change of business to the cannabis industry and commenced trading under the symbol CXXI. The Company registered its common shares in the United States and on May 6, 2019, its shares were cleared by the Financial Industry Regulatory Authority for trading on the OTC Markets platform under the U.S. trading symbol CXXIF. On September 28, 2020, the Company began trading on the OTCQB® Venture Market.</span></span></span></span></p> <p style="text-align: justify;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>For the year ended January 31, 2021, the Company operated in two segments: recreational cannabis in Oregon, USA and recreational and medical cannabis in Nevada, USA (note 17). During the year ended January 31, 2022, the Company made the strategic decision to exit operations in Oregon. The comparative results of operations have been re-stated to present the operating results of the Oregon segment as discontinued operations. The Nevada segment remains engaged in the cultivation of and manufacturing of cannabis flower products, vape products and extract products for wholesale and retail sales.</span></span></span></span></p> <p style="text-align: justify;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>At January 31, 2022, the Company had cash of $3,067,983, a working capital deficit of $4,444,076, and an accumulated deficit of $68,510,333. However, for the year ended January 31, 2022, the Company generated net income and positive cash flows from operations.</span></span></span></span></p> <p style="text-align: justify;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>Management has taken several actions to ensure that the Company will continue as a going concern through January 31, 2023, including the closing of its operations in Oregon (note 4), selling the assets in Oregon, reducing headcount, and reducing discretionary expenditures. The Company is seeking additional financing in the form of debt which could consolidate existing debt on its balance sheet on more favorable terms. Management believes that these actions will enable the Company to continue as a going concern through August 15, 2023, one year from the date these consolidated financial statements were issued.</span></span></span></span></p> <p style="text-align: justify;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>In the United States, 36 states, the District of Columbia, and four out of five U.S. territories allow the use of medical cannabis. The recreational adult-use of cannabis is legalized in 17 states, including Alaska, Arizona, California, Colorado, Illinois, Maine, Massachusetts, Michigan, Montana, Nevada, New Jersey, New Mexico, New York, Oregon, Vermont, Virginia, Washington, and the District of Columbia. At the federal level, however, cannabis currently remains a Schedule I controlled substance under the Federal Controlled Substances Act of 1970. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the United States, and a lack of accepted safety for the use of the drug under medical supervision. As such, even in those states in which marijuana is legalized under state law, the manufacture, importation, possession, use or distribution of cannabis remains illegal under U.S. federal law. This has created a dichotomy between state and federal law, whereby many states have elected to regulate and remove state-level penalties regarding a substance which is still illegal at the federal level. There remains uncertainty about the US federal government's position on cannabis with respect to cannabis-legal status. A change in its enforcement policies could impact the ability of the Company to continue as a going concern.</span></span></span></span></p> </div> 3067983 -4444076 -68510333 <div> <div> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>2.<span style="display: inline-block; width: 10pt;"> </span>BASIS OF PREPARATION</span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;">Basis of presentation</span></span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #191919;">These consolidated financial statements as at and for the years ended January 31, 2022 and 2021 ("consolidated financial statements") are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). These consolidated financial statements have been prepared on an accrual basis and are based on historical costs, except for certain financial instruments classified as fair value through profit or loss.</span></span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;">Functional and reporting currency</span></span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>The functional currency of C21 Investments Inc. is Canadian dollars, and the functional currency of the Company's subsidiaries is U.S. dollars. <span style="color: #191919;">C21 has determined that the U.S. dollar is the most relevant and appropriate reporting currency as the Company's operations are conducted in U.S. dollars and its financial results are prepared and reviewed internally by management in U.S. dollars. The consolidated financial statements are presented in U.S. dollars unless otherwise noted.</span></span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;">Basis of consolidation</span></span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #191919;">The consolidated financial statements incorporate the accounts of the Company and all the entities in which the Company has a controlling voting interest and is deemed to be the primary beneficiary. All consolidated entities were under common control during the entirety of the periods for which their respective results of operations were included in the consolidated statements (i.e. from the date of acquisition). All intercompany balances and transactions are eliminated upon consolidation.</span></span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #191919;">The following are the Company's subsidiaries that are included in these consolidated financial statements as at and for the year ended January 31, 2022:</span></span></span></span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt;"> <tr> <td style="width: 30.98%; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; white-space: nowrap;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Name of Subsidiary</b></span></span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; white-space: nowrap;"> <p style="margin-left: 1.8pt; text-align: center; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Country of<br/>Incorporation</b></span></span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; white-space: nowrap;"> <p style="margin-left: 1.8pt; text-align: center; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Percentage<br/>Ownership</b></span></span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; white-space: nowrap;"> <p style="margin-left: 1.5pt; text-align: center; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Functional<br/>Currency</b></span></span></span></span></span></p> </td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; white-space: nowrap;"> <p style="margin-left: 1.95pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Principal Activity</b></span></span></span></span></span></p> </td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom; border-top: 1.5pt solid #000000; background-color: #e6efff;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>320204 US Holdings Corp.</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; background-color: #e6efff;"> <p style="margin-left: 1.8pt; margin-top: 0pt; margin-bottom: 0pt; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>USA</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; background-color: #e6efff;"> <p style="margin-left: 1.5pt; margin-top: 0pt; margin-bottom: 0pt; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>USD</span></span></span></span></p> </td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; background-color: #e6efff;"> <p style="margin-left: 1.95pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Holding Company</span></span></span></span></p> </td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>320204 Oregon Holdings Corp.</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Holding Company</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom; background-color: #e6efff;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>320204 Nevada Holdings Corp.</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Holding Company</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>320204 Re Holdings, LLC</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Holding Company</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom; background-color: #e6efff;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Eco Firma Farms LLC</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Cannabis producer</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Silver State Cultivation LLC</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Cannabis producer</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom; background-color: #e6efff;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Silver State Relief LLC</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Cannabis retailer</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Swell Companies LTD</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Cannabis processor, distributor</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom; background-color: #e6efff;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Megawood Enterprises Inc.</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Cannabis retailer</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Phantom Venture Group, LLC</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Holding Company</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom; background-color: #e6efff;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Phantom Brands, LLC</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Holding Company</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Phantom Distribution, LLC</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Cannabis distributor</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom; background-color: #e6efff;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>63353 Bend, LLC</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Cannabis producer</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>20727-4 Bend, LLC</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Cannabis processor</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom; background-color: #e6efff;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>4964 BFH, LLC</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Cannabis producer</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Workforce Concepts 21, Inc.</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Payroll and benefits services</span></span></td> </tr> </table> </div> </div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt;"> <tr> <td style="width: 30.98%; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; white-space: nowrap;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Name of Subsidiary</b></span></span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; white-space: nowrap;"> <p style="margin-left: 1.8pt; text-align: center; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Country of<br/>Incorporation</b></span></span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; white-space: nowrap;"> <p style="margin-left: 1.8pt; text-align: center; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Percentage<br/>Ownership</b></span></span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; white-space: nowrap;"> <p style="margin-left: 1.5pt; text-align: center; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Functional<br/>Currency</b></span></span></span></span></span></p> </td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; white-space: nowrap;"> <p style="margin-left: 1.95pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Principal Activity</b></span></span></span></span></span></p> </td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom; border-top: 1.5pt solid #000000; background-color: #e6efff;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>320204 US Holdings Corp.</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; background-color: #e6efff;"> <p style="margin-left: 1.8pt; margin-top: 0pt; margin-bottom: 0pt; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>USA</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; background-color: #e6efff;"> <p style="margin-left: 1.5pt; margin-top: 0pt; margin-bottom: 0pt; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>USD</span></span></span></span></p> </td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; background-color: #e6efff;"> <p style="margin-left: 1.95pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Holding Company</span></span></span></span></p> </td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>320204 Oregon Holdings Corp.</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Holding Company</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom; background-color: #e6efff;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>320204 Nevada Holdings Corp.</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Holding Company</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>320204 Re Holdings, LLC</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Holding Company</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom; background-color: #e6efff;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Eco Firma Farms LLC</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Cannabis producer</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Silver State Cultivation LLC</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Cannabis producer</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom; background-color: #e6efff;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Silver State Relief LLC</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Cannabis retailer</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Swell Companies LTD</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Cannabis processor, distributor</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom; background-color: #e6efff;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Megawood Enterprises Inc.</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Cannabis retailer</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Phantom Venture Group, LLC</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Holding Company</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom; background-color: #e6efff;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Phantom Brands, LLC</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Holding Company</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Phantom Distribution, LLC</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Cannabis distributor</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom; background-color: #e6efff;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>63353 Bend, LLC</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Cannabis producer</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>20727-4 Bend, LLC</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Cannabis processor</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom; background-color: #e6efff;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>4964 BFH, LLC</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Cannabis producer</span></span></td> </tr> <tr> <td style="width: 30.98%; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"> <p style="margin-left: 2.05pt; margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Workforce Concepts 21, Inc.</span></span></span></span></p> </td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USA</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100%</span></span></td> <td style="width: 14.16%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">USD</span></span></td> <td style="width: 26.52%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Payroll and benefits services</span></span></td> </tr> </table> 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 <div> <div> <div> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3.<span style="display: inline-block; width: 10pt;"> </span>SIGNIFICANT ACCOUNTING POLICIES</span></span></p> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Significant accounting estimates and assumptions</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The preparation of the Company's financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from those estimates and judgments.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Areas requiring a significant degree of estimation and judgment relate to the determination of fair values of assets acquired and liabilities assumed in business combinations, impairment of long-lived assets and inventory, fair value measurements, useful lives, depreciation and amortization of property, equipment and intangible assets, the recoverability and measurement of deferred tax assets and liabilities, share-based compensation, and fair value of derivative liabilities.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Cash </span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Cash held in financial institutions and cash held at retail locations, have carrying values that approximate fair value.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Foreign currency translation</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Foreign currency transactions are translated into U.S. dollars at exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate at the reporting date. All differences are recorded in the consolidated statements of income and comprehensive income (loss). Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Assets and liabilities of foreign operations are translated into U.S. dollars at year-end exchange rates and any revenue and expenses are translated at the average exchange rate for the year. The resulting exchange differences are recognized in other comprehensive income (loss).</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Inventory</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Inventory consists of raw materials, consumables and packaging supplies used in the process to prepare inventory for sale; work in process consisting of pre-harvested cannabis plants, by-products to be extracted, oils and terpenes; and finished goods.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Inventory is valued at the lower of cost and net realizable value, with cost determined using the weighted average cost method. Net realizable value is calculated as the estimated selling price in the ordinary course of business, less any estimated costs to complete and sell the goods. Costs are capitalized to inventory, until substantially ready for sale. Costs include direct and indirect labor, raw materials, consumables, packaging supplies, utilities, facility costs, quality and testing costs, production related depreciation and other overhead costs. The Company records inventory reserves for obsolete and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, and the historical and professional experience of management. The Company classifies cannabis inventory as a current asset, although, due to the duration of the cultivation, drying, and conversion process, certain inventory items may not be realized in cost of sales within one year.</span></span></p> </div> <div> </div> <div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Property and equipment</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Property and equipment is measured at cost less accumulated depreciation and losses on impairment.</span></span></p> </div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Depreciation is provided on the straight-line basis over the estimated useful lives of the assets as follows:</span></span></p> <div> <p style="margin-bottom: 0pt; text-indent: 36pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Buildings<span style="text-indent: 0pt; display: inline-block; width: 103.66pt;"> </span> 45 years </span></span></p> <p style="margin-top: 0pt; margin-bottom: 0pt; text-indent: 36pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Leasehold improvements<span style="width: 41.53pt; text-indent: 0pt; display: inline-block;"> </span> shorter of the life of the improvement or the remaining life of the lease </span></span></p> <p style="margin-top: 0pt; margin-bottom: 0pt; text-indent: 36pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Furniture &amp; fixtures<span style="text-indent: 0pt; display: inline-block; width: 62.03pt;"> </span> 5 years </span></span></p> <p style="margin-top: 0pt; margin-bottom: 0pt; text-indent: 36pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Computer equipment<span style="text-indent: 0pt; display: inline-block; width: 57.5pt;"> </span> 3 years </span></span></p> <p style="margin-top: 0pt; text-indent: 36pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Machinery &amp; equipment<span style="text-indent: 0pt; display: inline-block; width: 44.08pt;"> </span> 2-7 years </span></span></p> </div> </div> </div> </div> <div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Intangible assets</span></span></span></p> </div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. Amortization of intangible assets begins when the asset becomes available for use. Brands, licenses, and customer relationships are amortized over 10 years, which reflect the estimated useful lives of the intangible assets.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Goodwill and indefinite lived Intangible assets</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Intangible assets are recorded at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Goodwill represents the excess of the purchase price paid for the acquisition of subsidiaries over the fair value of the net intangible and tangible assets acquired. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. The Company's goodwill is part of the Nevada reporting unit.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Goodwill is tested annually for any impairment, or more frequently in the case that events or circumstances indicate that the carrying amount of a reporting unit may not be recoverable. The Company may elect to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If factors indicate this is the case, then a quantitative test is performed and an impairment is recorded for any excess carrying value above the reporting unit's fair value, not to exceed the amount of goodwill.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">For the years ended January 31, 2022 and 2021, the recoverable amount of goodwill allocated to the Nevada reporting unit exceeded its carrying amount and as such, no impairment was noted.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Impairment of long-lived assets</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Long-lived assets include property and equipment, right-of-use assets, and intangible assets with finite useful lives.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">At the end of each fiscal year, the Company reviews the intangible assets' estimated useful lives and amortization methods, with the effect of any changes in estimates accounted for on a prospective basis.</span></span></p> <div> </div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Long-lived assets are reviewed for indicators of impairment at each statement of balance sheet date or whenever events or changes in circumstances indicate that a potential impairment has occurred. The Company groups assets at the lowest level for which cash flows are separately identifiable, referred to as an asset group. When indicators of potential impairment are present the Company prepares a projected undiscounted cash flow analysis to determine the recoverable amount for the respective asset or asset group. An impairment loss is recognized whenever the carrying amount of the asset exceeds its recoverable amount and is recorded as in profit or loss equal to the amount by which the carrying amount exceeds the fair value.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Assets and liabilities held for sale</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are measured at the lower of their carrying amount and fair value less costs to sell. The comparative consolidated balance sheet is re-presented to classify assets as held for sale in the period that the respective assets are classified as held for sale.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Business combinations</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Acquisitions are accounted for in accordance with ASC 805 - <i>Business Combinations</i>, with the assets and liabilities acquired recorded at their fair values at the acquisition date.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company is required to allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values. The excess of the purchase price over those fair values of the net assets acquired is recorded as goodwill. Any excess of the fair value of the net assets acquired over the consideration, is a gain on business acquisition and would be recognized as a gain in the consolidated statement of loss and comprehensive loss.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Convertible instruments</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">In August 2020, the Financial Accounting Standards Board ("FASB") issued <i>Accounting standards update 2020-06-debt-debt with conversion and other options (subtopic 470-20) and derivatives and hedging-contracts in entity's own equity (subtopic 815-40): accounting for convertible instruments and contracts in an entity's own equity</i>, an update to simplify the accounting for convertible debt and other equity-linked instruments. The new guidance simplifies the accounting for convertible instruments by eliminating the cash conversion and beneficial conversion feature models used to separately account for embedded conversion features as a component of equity. Instead, the Company will account for the convertible debt as a single unit of account, unless the conversion feature requires bifurcation and recognition as a derivative. Additionally, the guidance requires the Company to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of potential share settlement for instruments that may be settled in cash or shares. The Company early adopted this new guidance using the full retrospective method as of February 1, 2020. The adoption of this new guidance did not have a material impact on the Company's consolidated financial statements and there was no impact to the number of potentially dilutive shares in each of the periods presented.</span></span></p> </div> <div> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Leases</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">In February 2016, the FASB issued <i>ASU 2016-02, Leases </i>("ASC 842"), a standard that requires lessees to increase transparency and comparability among organizations by requiring the recognition of right-of-use assets and lease liabilities on the balance sheet. The requirements of this standard include a significant increase in required disclosures to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The FASB has issued several amendments and practical expedients to the standard, including clarifying guidance, transition relief on comparative reporting at adoption, a practical expedient, which allows lessees to elect as an accounting policy not to apply the provisions of ASC 842 to short term leases, and codification improvements to clarify that lessees and lessors are exempt from certain interim disclosure requirement associated with adopting the new leases standard. The standard was adopted by the Company beginning February 1, 2020 and the standard was adopted using the modified retrospective transition approach, which allows the Company to recognize a cumulative effect adjustment to the opening balance of accumulated deficit in the period of adoption rather than restate comparative prior year periods. The cumulative effect adjustment to the opening balance of accumulated deficit was $nil. The Company has elected not to recognize right-of-use assets and liabilities for short-term leases that have a term of 12 months or less.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Upon commencement of a contract containing a lease, the Company classifies leases other than short-term leases as either an operating lease or a finance lease according to the criteria prescribed by ASC 842. The lease classification is reassessed only when: (a) the contract is modified and the modification is not accounted for as a separate contract, and (b) there is a change in the lease term or the assessment of whether the lessee is reasonably certain to exercise an option to purchase the underlying asset.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">For both finance leases and operating leases, right-of-use assets and lease liabilities are initially measured as the present value of future lease payments and initial direct costs discounted at the interest rate implicit in the lease, or if that rate is not readily determinable, the Company's incremental borrowing rate. Subsequent measurement of lease liabilities classified as finance leases is at amortized cost using the effective interest rate method. Subsequent measurement of right-of-use assets classified as finance leases is at carrying amount less accumulated amortization, where amortization is recorded straight-line over the lease term. Subsequent measurement of lease liabilities classified as operating leases is at the present value of the unpaid lease payments discounted at the discount rate for the lease established at the commencement date. Subsequent measurement of right-of-use assets classified as operating leases is carrying amount less accumulated amortization where amortization is calculated as the difference between straight-line lease cost for the period, including amortization of initial direct costs, and the periodic accretion of the lease liability.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Financial instruments</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Financial instruments are contracts that give rise to a financial asset of one party and a financial liability or equity instrument of another party. Financial instruments are recorded initially at fair value, which is 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. Subsequent measurement depends on how the financial instrument has been classified and may be at fair value or amortized cost. For financial instruments subsequently measured at fair value, the Company calculates the estimated fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available, the Company uses standard pricing models including the Black-Scholes option pricing model.</span></span></p> <div> </div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); and</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Level 3 - Inputs that are not based on observable market data.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">There have been no transfers between fair value hierarchy levels during the years ended January 31, 2022 and 2021.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company's measures the derivative liability at fair value using Level 3 inputs.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company's cash, receivables, accounts payable and accrued liabilities, and income taxes payable are recorded at cost. The carrying values of these financial instruments approximate their fair value due to their short-term maturities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Financial instruments subsequently measured at amortized cost include promissory note payable, and reclamation obligation.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Share-based compensation</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company measures equity settled share-based payments based on their fair value at their grant date and recognizes share-based compensation expense over the vesting period based on the Company's estimate of equity instruments that will eventually vest. Consideration paid to the Company on the exercise of stock options is recorded as common stock.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Income taxes</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">As the Company operates in the cannabis industry, it is subject to the limits of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to the cost of producing the products or cost of production.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company recognizes uncertain income tax positions at the largest amount that is more-likely-than-not to be sustained upon examination by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Recognition or measurement is reflected in the period in which the likelihood changes. Any interest and penalties related to unrecognized tax liabilities are presented within income tax expense in the consolidated statements of comprehensive income (loss).</span></span></p> </div> <div> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Earnings (loss) per share</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company presents basic and diluted loss per share data for its common shares. Basic loss per share is calculated using the weighted average number of shares outstanding during the respective years. Diluted loss per share is computed by dividing net loss by the weighted average shares outstanding adjusted for additional shares from the assumed exercise of stock options, restricted share units, or warrants, if dilutive.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The number of additional shares is calculated by assuming the outstanding dilutive convertible instruments, options, and warrants are exercised and that the assumed proceeds are used to acquire common shares at the average market price during the year. Diluted loss per share figures for the years presented are equal to those of basic loss per share for the years since the effects of convertible instruments, stock options and warrants are anti-dilutive.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Revenue recognition</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Revenue is recognized by the Company in accordance with ASC 606. Through application of the standard, the Company recognizes revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">In order to recognize revenue under ASC 606, the Company applies the following five steps:</span></span></p> <p style="margin-left: 36pt; text-indent: -18pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.<span style="width: 10.44pt; text-indent: 0pt; display: inline-block;"> </span>Identify a customer along with a corresponding contract</span></span></p> <p style="margin-top: 0pt; margin-left: 36pt; text-indent: -18pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2.<span style="width: 10.44pt; text-indent: 0pt; display: inline-block;"> </span>Identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer</span></span></p> <p style="margin-top: 0pt; margin-left: 36pt; text-indent: -18pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3.<span style="width: 10.44pt; text-indent: 0pt; display: inline-block;"> </span>Determine the transaction price that the Company expects to be entitled to in exchange for transferring promised goods or services to a customer</span></span></p> <p style="margin-top: 0pt; margin-left: 36pt; text-indent: -18pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">4.<span style="width: 10.44pt; text-indent: 0pt; display: inline-block;"> </span>Allocate the transaction price to the performance obligation(s) in the contract</span></span></p> <p style="margin-top: 0pt; margin-left: 36pt; text-indent: -18pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5.<span style="width: 10.44pt; text-indent: 0pt; display: inline-block;"> </span>Recognize revenue when or as the Company satisfies the performance obligation(s) in the contract</span></span></p> <p style="margin-top: 0pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company's contracts with customers for the sale of dried cannabis and other products derived from cannabis consist of one performance obligation, being the transfer of control of the goods to the customer at the point of sale. The Company transfers control and satisfies its performance obligation when collection has taken place, compliant documentation has been signed, and the product was accepted by the buyer. The Company does not have performance obligations subsequent to delivery on the sale of goods to customers and revenues from sale of goods are recognized at a "point in time", which is upon passing of control to the customer.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Transaction costs associated with a business combination, (i.e., other than those associated with the issuance of debt or equity), are expensed as incurred as a line item in the consolidated statement of loss and comprehensive loss.</span></span></p> </div> <div> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Reclamation obligation</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company recognizes the fair value of a legal or constructive liability for a reclamation obligation in the year in which it is incurred and when a reasonable estimate of fair value can be made. The carrying amount of the related long-lived asset is increased by the same amount as the liability. Changes in the liability for a reclamation obligation due to the passage of time will be recognized within accretion expense. The amount will be recognized as an increase in the liability and an accretion expense in the consolidated statements comprehensive income (loss) . Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or a decrease to the carrying amount of the liability and the related long-lived asset.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Recently issued accounting pronouncements</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Recent accounting pronouncements, other than those below, issued by the FASB, the American Institute of Certified Public Accountants("AICPA") and the U.S. Securities and Exchange Commission ("SEC") did not or are not believed by management to have a material effect on the Company's present or future financial statements.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><i>Debt</i></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">In August 2020, the FASB issued <i>ASU 2020-06, Debt - Debt with Conversion and Other Options</i> ("ASU 2020-06"), <i>(Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40)</i>. ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. In addition, the FASB amended the derivative guidance for the own stock scope exception and certain aspects of the earnings-per-share guidance. The amendments are effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted for after December 15, 2020. The Company early adopted this new guidance using the full retrospective method as of February 1, 2020.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><i>Leases</i></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">In February 2016, the FASB issued new guidance on the recognition and measurement of leases, ASC 842 - Leases. Under this guidance, a lessee recognizes assets and liabilities on its balance sheet for most leases. Lease expense continues to be consistent with previous guidance. Additionally, this guidance requires enhanced disclosures regarding the amount, timing, and uncertainty of cash flows arising from leasing arrangements. The Company adopted this guidance effective February 1, 2020 using the modified retrospective transition method and comparative year ended January 31, 2021.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The adoption of this guidance resulted in the recognition of operating lease right-of-use assets of $5,001,360, and $5,001,360 of lease liabilities, with a $nil impact on deficit. The transition to ASC 842 did not have a material impact on the Company's results of operations or liquidity. When measuring lease liabilities, the Company used its incremental borrowing rate, estimated at 10%.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><i>Revenue</i></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">In May 2014, the FASB issued <i>ASU 2014-09, Revenue from Contracts with Customers </i>("ASU 2014-09"), which provides a single comprehensive model for accounting for revenue from contracts with customers and supersedes nearly all previously existing revenue recognition guidance. The core principle of ASU 2014-09 is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the standard as of February 1, 2020. There was no impact of adopting ASU 2014-09 on the consolidated financial statements.</span></span></p> <div> </div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><i>Financial instruments</i></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">In June 2016, the FASB issued <i>ASU 2016-13, Financial Instruments - Credit Losses (Topic 326)</i>: Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires the measurement of current expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Adoption of ASU 2016-13 will require financial institutions and other organizations to use forward-looking information to better formulate their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available for sale debt securities and purchased financial assets with credit deterioration.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted ASU 2016-13 on February 1, 2020 and adoption did not have a material impact on the Company's consolidated financial statements.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><i>Fair value measurement</i></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">In August 2018, the FASB issued <i>ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820)</i>. ASU 2018-13 adds, modifies, and removes certain fair value measurement disclosure requirements. ASU 2018-13 is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted. The Company adopted ASU 2018-13 on February 1, 2020 and the adoption did not have a material impact on the Company's consolidated financial statements.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><i>Income taxes</i></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">In December 2019, the FASB issued <i>ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes</i>, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and was adopted on February 1, 2021 and the adoption did not have a material impact on the Company's consolidated financial statements.</span></span></p> </div> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Significant accounting estimates and assumptions</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The preparation of the Company's financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from those estimates and judgments.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Areas requiring a significant degree of estimation and judgment relate to the determination of fair values of assets acquired and liabilities assumed in business combinations, impairment of long-lived assets and inventory, fair value measurements, useful lives, depreciation and amortization of property, equipment and intangible assets, the recoverability and measurement of deferred tax assets and liabilities, share-based compensation, and fair value of derivative liabilities.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Cash </span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Cash held in financial institutions and cash held at retail locations, have carrying values that approximate fair value.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Foreign currency translation</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Foreign currency transactions are translated into U.S. dollars at exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate at the reporting date. All differences are recorded in the consolidated statements of income and comprehensive income (loss). Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Assets and liabilities of foreign operations are translated into U.S. dollars at year-end exchange rates and any revenue and expenses are translated at the average exchange rate for the year. The resulting exchange differences are recognized in other comprehensive income (loss).</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Inventory</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Inventory consists of raw materials, consumables and packaging supplies used in the process to prepare inventory for sale; work in process consisting of pre-harvested cannabis plants, by-products to be extracted, oils and terpenes; and finished goods.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Inventory is valued at the lower of cost and net realizable value, with cost determined using the weighted average cost method. Net realizable value is calculated as the estimated selling price in the ordinary course of business, less any estimated costs to complete and sell the goods. Costs are capitalized to inventory, until substantially ready for sale. Costs include direct and indirect labor, raw materials, consumables, packaging supplies, utilities, facility costs, quality and testing costs, production related depreciation and other overhead costs. The Company records inventory reserves for obsolete and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, and the historical and professional experience of management. The Company classifies cannabis inventory as a current asset, although, due to the duration of the cultivation, drying, and conversion process, certain inventory items may not be realized in cost of sales within one year.</span></span></p> </div> <div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Property and equipment</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Property and equipment is measured at cost less accumulated depreciation and losses on impairment.</span></span></p> </div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Depreciation is provided on the straight-line basis over the estimated useful lives of the assets as follows:</span></span></p> <div> <p style="margin-bottom: 0pt; text-indent: 36pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Buildings<span style="text-indent: 0pt; display: inline-block; width: 103.66pt;"> </span> 45 years </span></span></p> <p style="margin-top: 0pt; margin-bottom: 0pt; text-indent: 36pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Leasehold improvements<span style="width: 41.53pt; text-indent: 0pt; display: inline-block;"> </span> shorter of the life of the improvement or the remaining life of the lease </span></span></p> <p style="margin-top: 0pt; margin-bottom: 0pt; text-indent: 36pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Furniture &amp; fixtures<span style="text-indent: 0pt; display: inline-block; width: 62.03pt;"> </span> 5 years </span></span></p> <p style="margin-top: 0pt; margin-bottom: 0pt; text-indent: 36pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Computer equipment<span style="text-indent: 0pt; display: inline-block; width: 57.5pt;"> </span> 3 years </span></span></p> <p style="margin-top: 0pt; text-indent: 36pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Machinery &amp; equipment<span style="text-indent: 0pt; display: inline-block; width: 44.08pt;"> </span> 2-7 years </span></span></p> </div> </div> <div> <p style="margin-bottom: 0pt; text-indent: 36pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Buildings<span style="text-indent: 0pt; display: inline-block; width: 103.66pt;"> </span> 45 years </span></span></p> <p style="margin-top: 0pt; margin-bottom: 0pt; text-indent: 36pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Leasehold improvements<span style="width: 41.53pt; text-indent: 0pt; display: inline-block;"> </span> shorter of the life of the improvement or the remaining life of the lease </span></span></p> <p style="margin-top: 0pt; margin-bottom: 0pt; text-indent: 36pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Furniture &amp; fixtures<span style="text-indent: 0pt; display: inline-block; width: 62.03pt;"> </span> 5 years </span></span></p> <p style="margin-top: 0pt; margin-bottom: 0pt; text-indent: 36pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Computer equipment<span style="text-indent: 0pt; display: inline-block; width: 57.5pt;"> </span> 3 years </span></span></p> <p style="margin-top: 0pt; text-indent: 36pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Machinery &amp; equipment<span style="text-indent: 0pt; display: inline-block; width: 44.08pt;"> </span> 2-7 years </span></span></p> </div> P45Y shorter of the life of the improvement or the remaining life of the lease P5Y P3Y P2Y P7Y <div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Intangible assets</span></span></span></p> </div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. Amortization of intangible assets begins when the asset becomes available for use. Brands, licenses, and customer relationships are amortized over 10 years, which reflect the estimated useful lives of the intangible assets.</span></span></p> </div> P10Y <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Goodwill and indefinite lived Intangible assets</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Intangible assets are recorded at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Goodwill represents the excess of the purchase price paid for the acquisition of subsidiaries over the fair value of the net intangible and tangible assets acquired. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. The Company's goodwill is part of the Nevada reporting unit.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Goodwill is tested annually for any impairment, or more frequently in the case that events or circumstances indicate that the carrying amount of a reporting unit may not be recoverable. The Company may elect to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If factors indicate this is the case, then a quantitative test is performed and an impairment is recorded for any excess carrying value above the reporting unit's fair value, not to exceed the amount of goodwill.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">For the years ended January 31, 2022 and 2021, the recoverable amount of goodwill allocated to the Nevada reporting unit exceeded its carrying amount and as such, no impairment was noted.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Impairment of long-lived assets</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Long-lived assets include property and equipment, right-of-use assets, and intangible assets with finite useful lives.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">At the end of each fiscal year, the Company reviews the intangible assets' estimated useful lives and amortization methods, with the effect of any changes in estimates accounted for on a prospective basis.</span></span></p> <div> </div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Long-lived assets are reviewed for indicators of impairment at each statement of balance sheet date or whenever events or changes in circumstances indicate that a potential impairment has occurred. The Company groups assets at the lowest level for which cash flows are separately identifiable, referred to as an asset group. When indicators of potential impairment are present the Company prepares a projected undiscounted cash flow analysis to determine the recoverable amount for the respective asset or asset group. An impairment loss is recognized whenever the carrying amount of the asset exceeds its recoverable amount and is recorded as in profit or loss equal to the amount by which the carrying amount exceeds the fair value.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Assets and liabilities held for sale</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are measured at the lower of their carrying amount and fair value less costs to sell. The comparative consolidated balance sheet is re-presented to classify assets as held for sale in the period that the respective assets are classified as held for sale.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Business combinations</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Acquisitions are accounted for in accordance with ASC 805 - <i>Business Combinations</i>, with the assets and liabilities acquired recorded at their fair values at the acquisition date.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company is required to allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values. The excess of the purchase price over those fair values of the net assets acquired is recorded as goodwill. Any excess of the fair value of the net assets acquired over the consideration, is a gain on business acquisition and would be recognized as a gain in the consolidated statement of loss and comprehensive loss.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Convertible instruments</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">In August 2020, the Financial Accounting Standards Board ("FASB") issued <i>Accounting standards update 2020-06-debt-debt with conversion and other options (subtopic 470-20) and derivatives and hedging-contracts in entity's own equity (subtopic 815-40): accounting for convertible instruments and contracts in an entity's own equity</i>, an update to simplify the accounting for convertible debt and other equity-linked instruments. The new guidance simplifies the accounting for convertible instruments by eliminating the cash conversion and beneficial conversion feature models used to separately account for embedded conversion features as a component of equity. Instead, the Company will account for the convertible debt as a single unit of account, unless the conversion feature requires bifurcation and recognition as a derivative. Additionally, the guidance requires the Company to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of potential share settlement for instruments that may be settled in cash or shares. The Company early adopted this new guidance using the full retrospective method as of February 1, 2020. The adoption of this new guidance did not have a material impact on the Company's consolidated financial statements and there was no impact to the number of potentially dilutive shares in each of the periods presented.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Leases</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">In February 2016, the FASB issued <i>ASU 2016-02, Leases </i>("ASC 842"), a standard that requires lessees to increase transparency and comparability among organizations by requiring the recognition of right-of-use assets and lease liabilities on the balance sheet. The requirements of this standard include a significant increase in required disclosures to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The FASB has issued several amendments and practical expedients to the standard, including clarifying guidance, transition relief on comparative reporting at adoption, a practical expedient, which allows lessees to elect as an accounting policy not to apply the provisions of ASC 842 to short term leases, and codification improvements to clarify that lessees and lessors are exempt from certain interim disclosure requirement associated with adopting the new leases standard. The standard was adopted by the Company beginning February 1, 2020 and the standard was adopted using the modified retrospective transition approach, which allows the Company to recognize a cumulative effect adjustment to the opening balance of accumulated deficit in the period of adoption rather than restate comparative prior year periods. The cumulative effect adjustment to the opening balance of accumulated deficit was $nil. The Company has elected not to recognize right-of-use assets and liabilities for short-term leases that have a term of 12 months or less.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Upon commencement of a contract containing a lease, the Company classifies leases other than short-term leases as either an operating lease or a finance lease according to the criteria prescribed by ASC 842. The lease classification is reassessed only when: (a) the contract is modified and the modification is not accounted for as a separate contract, and (b) there is a change in the lease term or the assessment of whether the lessee is reasonably certain to exercise an option to purchase the underlying asset.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">For both finance leases and operating leases, right-of-use assets and lease liabilities are initially measured as the present value of future lease payments and initial direct costs discounted at the interest rate implicit in the lease, or if that rate is not readily determinable, the Company's incremental borrowing rate. Subsequent measurement of lease liabilities classified as finance leases is at amortized cost using the effective interest rate method. Subsequent measurement of right-of-use assets classified as finance leases is at carrying amount less accumulated amortization, where amortization is recorded straight-line over the lease term. Subsequent measurement of lease liabilities classified as operating leases is at the present value of the unpaid lease payments discounted at the discount rate for the lease established at the commencement date. Subsequent measurement of right-of-use assets classified as operating leases is carrying amount less accumulated amortization where amortization is calculated as the difference between straight-line lease cost for the period, including amortization of initial direct costs, and the periodic accretion of the lease liability.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Financial instruments</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Financial instruments are contracts that give rise to a financial asset of one party and a financial liability or equity instrument of another party. Financial instruments are recorded initially at fair value, which is 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. Subsequent measurement depends on how the financial instrument has been classified and may be at fair value or amortized cost. For financial instruments subsequently measured at fair value, the Company calculates the estimated fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available, the Company uses standard pricing models including the Black-Scholes option pricing model.</span></span></p> <div> </div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); and</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Level 3 - Inputs that are not based on observable market data.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">There have been no transfers between fair value hierarchy levels during the years ended January 31, 2022 and 2021.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company's measures the derivative liability at fair value using Level 3 inputs.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company's cash, receivables, accounts payable and accrued liabilities, and income taxes payable are recorded at cost. The carrying values of these financial instruments approximate their fair value due to their short-term maturities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Financial instruments subsequently measured at amortized cost include promissory note payable, and reclamation obligation.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Share-based compensation</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company measures equity settled share-based payments based on their fair value at their grant date and recognizes share-based compensation expense over the vesting period based on the Company's estimate of equity instruments that will eventually vest. Consideration paid to the Company on the exercise of stock options is recorded as common stock.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Income taxes</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">As the Company operates in the cannabis industry, it is subject to the limits of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to the cost of producing the products or cost of production.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company recognizes uncertain income tax positions at the largest amount that is more-likely-than-not to be sustained upon examination by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Recognition or measurement is reflected in the period in which the likelihood changes. Any interest and penalties related to unrecognized tax liabilities are presented within income tax expense in the consolidated statements of comprehensive income (loss).</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Earnings (loss) per share</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company presents basic and diluted loss per share data for its common shares. Basic loss per share is calculated using the weighted average number of shares outstanding during the respective years. Diluted loss per share is computed by dividing net loss by the weighted average shares outstanding adjusted for additional shares from the assumed exercise of stock options, restricted share units, or warrants, if dilutive.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The number of additional shares is calculated by assuming the outstanding dilutive convertible instruments, options, and warrants are exercised and that the assumed proceeds are used to acquire common shares at the average market price during the year. Diluted loss per share figures for the years presented are equal to those of basic loss per share for the years since the effects of convertible instruments, stock options and warrants are anti-dilutive.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Revenue recognition</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Revenue is recognized by the Company in accordance with ASC 606. Through application of the standard, the Company recognizes revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">In order to recognize revenue under ASC 606, the Company applies the following five steps:</span></span></p> <p style="margin-left: 36pt; text-indent: -18pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.<span style="width: 10.44pt; text-indent: 0pt; display: inline-block;"> </span>Identify a customer along with a corresponding contract</span></span></p> <p style="margin-top: 0pt; margin-left: 36pt; text-indent: -18pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2.<span style="width: 10.44pt; text-indent: 0pt; display: inline-block;"> </span>Identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer</span></span></p> <p style="margin-top: 0pt; margin-left: 36pt; text-indent: -18pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3.<span style="width: 10.44pt; text-indent: 0pt; display: inline-block;"> </span>Determine the transaction price that the Company expects to be entitled to in exchange for transferring promised goods or services to a customer</span></span></p> <p style="margin-top: 0pt; margin-left: 36pt; text-indent: -18pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">4.<span style="width: 10.44pt; text-indent: 0pt; display: inline-block;"> </span>Allocate the transaction price to the performance obligation(s) in the contract</span></span></p> <p style="margin-top: 0pt; margin-left: 36pt; text-indent: -18pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5.<span style="width: 10.44pt; text-indent: 0pt; display: inline-block;"> </span>Recognize revenue when or as the Company satisfies the performance obligation(s) in the contract</span></span></p> <p style="margin-top: 0pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company's contracts with customers for the sale of dried cannabis and other products derived from cannabis consist of one performance obligation, being the transfer of control of the goods to the customer at the point of sale. The Company transfers control and satisfies its performance obligation when collection has taken place, compliant documentation has been signed, and the product was accepted by the buyer. The Company does not have performance obligations subsequent to delivery on the sale of goods to customers and revenues from sale of goods are recognized at a "point in time", which is upon passing of control to the customer.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Transaction costs associated with a business combination, (i.e., other than those associated with the issuance of debt or equity), are expensed as incurred as a line item in the consolidated statement of loss and comprehensive loss.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Reclamation obligation</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company recognizes the fair value of a legal or constructive liability for a reclamation obligation in the year in which it is incurred and when a reasonable estimate of fair value can be made. The carrying amount of the related long-lived asset is increased by the same amount as the liability. Changes in the liability for a reclamation obligation due to the passage of time will be recognized within accretion expense. The amount will be recognized as an increase in the liability and an accretion expense in the consolidated statements comprehensive income (loss) . Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or a decrease to the carrying amount of the liability and the related long-lived asset.</span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Recently issued accounting pronouncements</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Recent accounting pronouncements, other than those below, issued by the FASB, the American Institute of Certified Public Accountants("AICPA") and the U.S. Securities and Exchange Commission ("SEC") did not or are not believed by management to have a material effect on the Company's present or future financial statements.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><i>Debt</i></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">In August 2020, the FASB issued <i>ASU 2020-06, Debt - Debt with Conversion and Other Options</i> ("ASU 2020-06"), <i>(Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40)</i>. ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. In addition, the FASB amended the derivative guidance for the own stock scope exception and certain aspects of the earnings-per-share guidance. The amendments are effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted for after December 15, 2020. The Company early adopted this new guidance using the full retrospective method as of February 1, 2020.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><i>Leases</i></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">In February 2016, the FASB issued new guidance on the recognition and measurement of leases, ASC 842 - Leases. Under this guidance, a lessee recognizes assets and liabilities on its balance sheet for most leases. Lease expense continues to be consistent with previous guidance. Additionally, this guidance requires enhanced disclosures regarding the amount, timing, and uncertainty of cash flows arising from leasing arrangements. The Company adopted this guidance effective February 1, 2020 using the modified retrospective transition method and comparative year ended January 31, 2021.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The adoption of this guidance resulted in the recognition of operating lease right-of-use assets of $5,001,360, and $5,001,360 of lease liabilities, with a $nil impact on deficit. The transition to ASC 842 did not have a material impact on the Company's results of operations or liquidity. When measuring lease liabilities, the Company used its incremental borrowing rate, estimated at 10%.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><i>Revenue</i></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">In May 2014, the FASB issued <i>ASU 2014-09, Revenue from Contracts with Customers </i>("ASU 2014-09"), which provides a single comprehensive model for accounting for revenue from contracts with customers and supersedes nearly all previously existing revenue recognition guidance. The core principle of ASU 2014-09 is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the standard as of February 1, 2020. There was no impact of adopting ASU 2014-09 on the consolidated financial statements.</span></span></p> <div> </div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><i>Financial instruments</i></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">In June 2016, the FASB issued <i>ASU 2016-13, Financial Instruments - Credit Losses (Topic 326)</i>: Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires the measurement of current expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Adoption of ASU 2016-13 will require financial institutions and other organizations to use forward-looking information to better formulate their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available for sale debt securities and purchased financial assets with credit deterioration.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted ASU 2016-13 on February 1, 2020 and adoption did not have a material impact on the Company's consolidated financial statements.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><i>Fair value measurement</i></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">In August 2018, the FASB issued <i>ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820)</i>. ASU 2018-13 adds, modifies, and removes certain fair value measurement disclosure requirements. ASU 2018-13 is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted. The Company adopted ASU 2018-13 on February 1, 2020 and the adoption did not have a material impact on the Company's consolidated financial statements.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><i>Income taxes</i></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">In December 2019, the FASB issued <i>ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes</i>, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and was adopted on February 1, 2021 and the adoption did not have a material impact on the Company's consolidated financial statements.</span></span></p> </div> 5001360 5001360 <div> <p style="text-align: justify; margin-top: 10px;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>4.<span style="display: inline-block; width: 10pt;"> </span>DISCONTINUED OPERATIONS</span></span></span></span></p> <p style="text-align: justify;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>In January 2022, the Company entered into to a lease-to-own arrangement with a lessee for certain licenses, land and equipment in Oregon, USA, representing its outdoor growing operation. The lease-to-own arrangement concludes in January 2027 with total undiscounted payments over the term amounting to $2,514,805. The Company determined that the arrangement should be accounted for as a sales-type lease and concluded that it is not probable that all required payments will be made such that title will transfer at the end of the term. As such, in accordance with ASC 842, the land and equipment have not been derecognized and payments received will be recorded as a deposit liability until such time that collectability becomes probable. As at January 31, 2022, $100,000 has been received under the arrangement and has been recorded as a deposit liability.</span></span></span></span></p> <p style="text-align: justify;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>As a result of non-profitable operations in the Oregon reporting unit, the Company began to wind down operations in Oregon beginning in the year ended January 31, 2021. At January 31, 2021, the Company classified the assets and liabilities in Swell and Megawood as held for sale and completed the sale of these assets in April 2021.  By January 31, 2022, the Company made the decision to cease all growing, manufacturing, and processing activities in Bend, Oregon.  As the Oregon reporting unit comprises the assets of multiple components in distinct geographic locations, management anticipates completing the sale on a piecemeal basis.  Management is engaged in an active program to seek buyers for the major classes of assets and liabilities in Oregon in order to complete a sale in the next twelve months.</span></span></span></span></p> <div> </div> <p style="text-align: justify; margin-top: 0pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>Remaining inventory on hand at January 31, 2022 had an estimated aggregate net realizable value of approximately $363,391. For the year ended January 31, 2022, net loss from discontinued operations included impairment of inventory in Oregon in the amount of $1,093,308 (2021 - $1,384,922) in order to report inventory at its net realizable value. Subsequent to January 31, 2022, the Company sold the remaining Oregon inventory on July 20, 2022.</span></span></span></span></p> <p style="text-align: justify;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>Prepaid expenses classified as held for sale primarily relates to the renewal of licenses that may be transferred in the event of a sale. Otherwise, prepaid expenses will be expensed within loss from discontinued operations over the next twelve months.</span></span></span></span></p> <p style="text-align: justify;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>For the year ended January 31, 2022, the Company recorded a provision for expected credit losses on previously recorded management fees receivable of $111,616 (2021 - $nil).</span></span></span></span></p> <p style="text-align: justify;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>Long-term debt consists of vehicle loans and a building mortgage. The mortgage began on February 1, 2015 and matures on January 1, 2035 (20 years). The mortgage bears interest at a fixed rate of 4.5% with payments made monthly. The equipment and vehicle loans consist of three loans with maturity dates ranging from June 1, 2021 through May 15, 2023 and interest rates ranging from 5.59% to 19.9% with payments made monthly.</span></span></span></span></p> <p style="text-align: justify;"><span style="font-family: Times New Roman, Times, serif; font-size: 10pt;">The following table summarizes the major classes of assets and liabilities of the discontinued Oregon operation that have been classified as held-for-sale in the consolidated balance sheets:</span></p> <div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span style="color: #1b968d;">January 31, 2021</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> </tr> <tr> <td style="vertical-align: bottom; padding-left: 10pt; text-indent: -10pt; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span style="color: #1b968d;"><b>Carrying amounts of the major classes of assets included in discontinued operations:</b></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span> </span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span> </span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>Receivables</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>64,456</span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>93,855</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Inventory</span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>363,391</span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>1,296,009</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Prepaid expenses and deposits</span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>111,617</span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>153,904</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Deferred tax asset</span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>152,177</span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>109,753</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Property and equipment</span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>1,139,517</span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>1,895,572</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Right-of-use assets</span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>346,987</span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>1,074,930</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Intangible assets</span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>-</span></span></b></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>182,137</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: justify; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><b>Total assets classified as held for sale</b></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>2,178,145</span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>4,806,160</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: justify;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Current portion of assets classified as held for sale</span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>(2,178,145</span></span></b></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span>)</span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>(1,492,826</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>)</span></span></span></span></span></span></td> </tr> <tr> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: justify; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><b>Non-current portion of assets classified as held for sale</b></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>-</span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>3,313,334</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="vertical-align: bottom; padding-left: 10pt; text-indent: -10pt; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span style="color: #1b968d;"><b>Carrying amounts of the major classes of liabilities included in discontinued operations:</b></span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Lease liabilities</span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>412,093</span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>1,217,499</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff; border-bottom: 0.75pt solid #000000;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Long-term debt</span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>462,286</span></span></b></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>543,330</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><b>Total liabilities classified as held for sale</b></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>874,379</span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>1,760,829</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff; border-bottom: 0.75pt solid #000000;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Current portion of liabilities classified as held for sale</span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>(874,379</span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span>)</span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>(628,171</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>)</span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><b>Non-current portion of liabilities classified as held for sale</b></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>-</span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>1,132,658</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> </table> </div> <p style="text-align: justify; margin-top: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>In connection with the wind-down of operations, the Company concluded that the customer relationship intangible asset held in the Oregon reporting unit had no value and recognized $363,510 of impairment (2021 - $nil). Other income for the year ended January 31, 2022 contains a gain on the sale of assets that were held for sale at January 31, 2021 of $324,694, and other income of $79,274, offset by interest expense of $8,227. Other expenses for the year ended January 31, 2021 included interest expense of $183,404, acquisition re-organization costs of $1,204,740, and impairment on capital assets of $116,881, offset by other income of $231,212.</span></span></span></span></p> <div> </div> <div> <p style="text-align: justify; margin-top: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>The following table provides the major classes of line items constituting pre-tax loss from discontinued operations:</span></span></span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span style="color: #1b968d;">January 31, 2021</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><b>$</b></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>$</span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><b>Revenue</b></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>1,128,403</span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>2,661,223</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>Cost of sales</span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>1,602,257</span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>2,393,417</span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><b>Gross margin</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>(473,854</span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span>)</span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>267,806</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><b>Expenses (income)</b></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>General and administration</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>361,028</span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>630,691</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>Provision for expected credit losses</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>111,616</span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>-</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>Sales, marketing, and promotion</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>68,941</span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>27,933</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>Operating lease cost</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>1,233</span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>56,650</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>Depreciation and amortization</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>207,319</span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>378,113</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>Impairment of inventory</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>1,093,308</span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>1,384,922</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>Impairment of intangible asset</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>363,510</span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>-</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>Other (income) expenses</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>(395,741</span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span>)</span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>1,273,813</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><b>Net loss from discontinued operations before income taxes</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>(2,285,068</span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span>)</span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>(3,484,316</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span>)</span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>Income tax expense</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>42,424</span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>256,260</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><b>Net loss from discontinued operations after income taxes</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>(2,242,644</span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span>)</span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>(3,228,056</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span><b>)</b></span></span></span></span></span></span></span></td> </tr> </table> <p style="text-align: justify; margin-top: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>The following table summarizes the cash flows from discontinued operations:</span></span></span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> <p style="margin-bottom: 0px;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span style="color: #1b968d;"><b>January 31,</b></span></span></span></span></span></span></span></p> <p style="margin-top: 0px;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span style="color: #1b968d;"><b>2022</b></span></span></span></span></span></span></span></p> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span style="color: #1b968d;">January 31, 2021</span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><b>$</b></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>$</span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Net cash (used in) provided by operating activities of discontinued operations</span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>(1,602,478</span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span>)</span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>241,753</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Net cash provided by investing activities of discontinued operations</span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>1,168,349</span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>100,000</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Net cash used in financing activities of discontinued operations</span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>(105,360</span></span></b></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span>)</span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>(119,914</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>)</span></span></span></span></span></span></td> </tr> </table> </div> </div> 2514805 100000 363391 1093308 1384922 111616 P20Y 0.045 interest rates ranging from 5.59% to 19.9% with payments made monthly <div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span style="color: #1b968d;">January 31, 2021</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> </tr> <tr> <td style="vertical-align: bottom; padding-left: 10pt; text-indent: -10pt; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span style="color: #1b968d;"><b>Carrying amounts of the major classes of assets included in discontinued operations:</b></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span> </span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span> </span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>Receivables</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>64,456</span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>93,855</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Inventory</span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>363,391</span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>1,296,009</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Prepaid expenses and deposits</span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>111,617</span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>153,904</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Deferred tax asset</span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>152,177</span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>109,753</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Property and equipment</span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>1,139,517</span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>1,895,572</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Right-of-use assets</span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>346,987</span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>1,074,930</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Intangible assets</span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>-</span></span></b></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>182,137</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: justify; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><b>Total assets classified as held for sale</b></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>2,178,145</span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>4,806,160</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: justify;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Current portion of assets classified as held for sale</span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>(2,178,145</span></span></b></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span>)</span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>(1,492,826</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>)</span></span></span></span></span></span></td> </tr> <tr> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: justify; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><b>Non-current portion of assets classified as held for sale</b></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>-</span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>3,313,334</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="vertical-align: bottom; padding-left: 10pt; text-indent: -10pt; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span style="color: #1b968d;"><b>Carrying amounts of the major classes of liabilities included in discontinued operations:</b></span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Lease liabilities</span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>412,093</span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>1,217,499</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff; border-bottom: 0.75pt solid #000000;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Long-term debt</span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>462,286</span></span></b></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>543,330</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><b>Total liabilities classified as held for sale</b></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>874,379</span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>1,760,829</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff; border-bottom: 0.75pt solid #000000;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Current portion of liabilities classified as held for sale</span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>(874,379</span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span>)</span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>(628,171</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>)</span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><b>Non-current portion of liabilities classified as held for sale</b></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>-</span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>1,132,658</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> </table> </div> 64456 93855 363391 1296009 111617 153904 152177 109753 1139517 1895572 346987 1074930 0 182137 2178145 4806160 2178145 1492826 0 3313334 412093 1217499 462286 543330 874379 1760829 874379 628171 0 1132658 363510 324694 79274 8227 183404 1204740 116881 231212 <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span style="color: #1b968d;">January 31, 2021</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span> </span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><b>$</b></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>$</span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><b>Revenue</b></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>1,128,403</span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>2,661,223</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>Cost of sales</span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>1,602,257</span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>2,393,417</span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><b>Gross margin</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>(473,854</span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span>)</span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>267,806</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><b>Expenses (income)</b></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>General and administration</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>361,028</span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>630,691</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>Provision for expected credit losses</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>111,616</span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>-</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>Sales, marketing, and promotion</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>68,941</span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>27,933</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>Operating lease cost</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>1,233</span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>56,650</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>Depreciation and amortization</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>207,319</span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>378,113</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>Impairment of inventory</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>1,093,308</span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>1,384,922</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>Impairment of intangible asset</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>363,510</span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>-</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>Other (income) expenses</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>(395,741</span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span>)</span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>1,273,813</span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><b>Net loss from discontinued operations before income taxes</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>(2,285,068</span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span>)</span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>(3,484,316</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span>)</span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>Income tax expense</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>42,424</span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span> </span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>256,260</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><b>Net loss from discontinued operations after income taxes</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span> </span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span>(2,242,644</span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span><span>)</span></span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span> </span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span>(3,228,056</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span><b>)</b></span></span></span></span></span></span></span></td> </tr> </table> 1128403 2661223 1602257 2393417 -473854 267806 361028 630691 111616 0 68941 27933 1233 56650 207319 378113 1093308 1384922 363510 0 395741 -1273813 -2285068 -3484316 -42424 -256260 -2242644 -3228056 <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> <p style="margin-bottom: 0px;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span style="color: #1b968d;"><b>January 31,</b></span></span></span></span></span></span></span></p> <p style="margin-top: 0px;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span style="color: #1b968d;"><b>2022</b></span></span></span></span></span></span></span></p> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><span style="color: #1b968d;">January 31, 2021</span></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span><b>$</b></span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>$</span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Net cash (used in) provided by operating activities of discontinued operations</span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>(1,602,478</span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span>)</span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>241,753</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Net cash provided by investing activities of discontinued operations</span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>1,168,349</span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span> </span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>100,000</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> </tr> <tr> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>Net cash used in financing activities of discontinued operations</span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span>(105,360</span></span></b></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><b><span><span><span><span>)</span></span></span></span></b></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span> </span></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span>(119,914</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span><span><span><span>)</span></span></span></span></span></span></td> </tr> </table> -1602478 241753 1168349 100000 -105360 -119914 <div> <p style="text-align: justify; margin-top: 10px;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5.<span style="display: inline-block; width: 10pt;"> </span>SECURITY DEPOSIT</span></span></p> <p style="text-align: justify; margin-bottom: 0px;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company has a security deposit with the Alberta Energy Regulator ("AER") under the AER's Liability Management programs to cover potential liabilities relating to its wells. The required security deposit with the AER is determined based on a monthly licensee management rating assessment. At January 31, 2022, the security deposit had a balance of $49,011 (January 31, 2021 - $47,739).</span></span></p> </div> 49011 47739 <div> <p style="text-align: justify; margin-top: 10px; margin-bottom: 10px;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>6.<span style="display: inline-block; width: 10pt;"> </span>RECEIVABLES</span></span></span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;">January 31, 2021</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Sales taxes receivable</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">11,945</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">14,809</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Trade receivables, net</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">198,478</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">101,208</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">210,423</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">116,017</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> <p style="text-align: justify; margin-top: 10px; margin-bottom: 0px;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>At January 31, 2022, trade receivables are presented net of a provision for expected credit losses of $nil (January 31, 2021 - $nil).</span></span></span></span></p> </div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;">January 31, 2021</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Sales taxes receivable</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">11,945</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">14,809</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Trade receivables, net</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">198,478</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">101,208</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">210,423</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">116,017</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> 11945 14809 198478 101208 210423 116017 0 0 <div> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>7.<span style="display: inline-block; width: 10pt;"> </span>INVENTORY</span></span></span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;">January 31, 2021</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Finished goods</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,848,392</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,946,638</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Work in process</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,029,133</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">582,655</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Raw materials</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">176,948</span></span></b></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">163,354</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">4,054,473</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,692,647</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> </div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;">January 31, 2021</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Finished goods</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,848,392</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,946,638</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Work in process</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,029,133</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">582,655</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Raw materials</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">176,948</span></span></b></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">163,354</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">4,054,473</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,692,647</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> 1848392 1946638 2029133 582655 176948 163354 4054473 2692647 <div> <p style="text-align: justify; margin-top: 10px;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>8.<span style="display: inline-block; width: 10pt;"> </span>PROPERTY AND EQUIPMENT AND RIGHT-OF-USE ASSETS</span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;">Property and equipment</span></span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>The following table summarizes the Company's property and equipment:</span></span></span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;">January 31, 2021</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Land</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,330,000</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,330,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Leasehold improvements</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,758,229</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">244,472</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Furniture &amp; fixtures</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">460,890</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">376,207</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Computer equipment</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">46,484</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">94,846</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Machinery &amp; equipment</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,305,217</span></span></b></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,261,340</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5,900,820</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,306,865</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Less: accumulated depreciation and amortization</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,031,227</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>)</b></span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(558,229</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">4,869,593</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,748,636</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Total depreciation and amortization expense for the year ended January 31, 2022 was $472,998 (year ended January 31, 2021 - $630,818). Of the total expense, $260,006 was allocated to inventory (2021 - $135,950).</span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>At January 31, 2022, the Company reclassified buildings with a cost of $1,370,212 and accumulated depreciation of $230,695 to assets classified as held for sale. The prior period comparative amounts of cost of $1,370,212 and accumulated depreciation of $202,072 were also re-classified.</span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>During the year ended January 31, 2021, the Company recorded a loss of $116,881 related to the disposal of various items of leasehold improvements, furniture and fixtures, computer equipment and machinery and equipment related to the Oregon operations. The cost of the property and equipment disposed of was $318,314 and accumulated depreciation was $201,433. There was $nil gross proceeds and the loss has been recorded as other expenses within net loss from discontinued operations.</span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>During the year ended January 31, 2021, the Company transferred lights and equipment with a cost of $324,371 and accumulated depreciation of $128,319 between operating units resulting in a classification change from leasehold improvements to machinery and equipment.</span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>At January 31, 2021, the Company reclassified property and equipment with a cost of $1,479,014 and accumulated depreciation of $751,582 to assets classified as to held for sale. The assets consisted primarily of redundant processing and extraction equipment as well as leasehold improvements and fixtures in a right-of-use asset. Management estimated the fair value less costs to sell exceeds the carrying value and therefore the assets are measured at their carrying values.</span></span></span></span></p> <div> </div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;">Right-of-use assets</span></span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>The Company's right-of-use assets result from its operating leases (note 11) and consist of land and buildings used in the cultivation, processing, and warehousing of its products.</span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>During the year ended January 31, 2021, the Company amended lease agreements on three leases to extend their term. This resulted in right-of-use asset additions of $7,236,663.</span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>For the year ended January 31, 2022, operating lease costs include right-of-use asset amortization of $461,364 (2021 - $800,269). Of this, $265,788 was allocated to inventory (2021 - $450,413).</span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>At January 31, 2021, the Company reclassified right-of-use assets with a carrying amount of $583,257 to held for sale following an assessment that the Swell and Pure Green properties were redundant to the Company's operation. In addition, the Company reclassified the associated lease liabilities of $628,171 to be classified as held for sale. Management estimated the fair value less costs to sell exceeds the carrying value and therefore the assets are measured at their carrying values.</span></span></span></span></p> <p style="text-align: justify; margin-bottom: 10px;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>At January 31, 2022, the Company reclassified right-of-use assets with a carrying amount of $346,987 (2021 - $491,672) to held for sale. Management estimated the fair value less costs to sell exceeds the carrying value and therefore the assets are measured at their carrying values.</span></span></span></span></p> </div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;">January 31, 2021</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Land</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,330,000</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,330,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Leasehold improvements</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,758,229</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">244,472</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Furniture &amp; fixtures</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">460,890</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">376,207</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Computer equipment</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">46,484</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">94,846</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Machinery &amp; equipment</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,305,217</span></span></b></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,261,340</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5,900,820</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,306,865</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Less: accumulated depreciation and amortization</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,031,227</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>)</b></span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(558,229</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">4,869,593</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,748,636</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> 1330000 1330000 1758229 244472 460890 376207 46484 94846 2305217 1261340 5900820 3306865 1031227 558229 4869593 2748636 472998 630818 260006 135950 1370212 230695 1370212 202072 116881 318314 201433 0 324371 128319 1479014 751582 7236663 461364 800269 265788 450413 583257 628171 346987 491672 <div> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">9.<span style="display: inline-block; width: 10pt;"> </span>INTANGIBLE ASSETS AND GOODWILL</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Intangible assets</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The following table summarizes the Company's intangible assets:</span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;">January 31, 2021</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right;"> </td> <td style="vertical-align: bottom; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right;"> </td> <td style="vertical-align: bottom; text-align: right;"> </td> <td style="vertical-align: bottom; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Licenses</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">12,141,476</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">12,141,476</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Brands</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">868,982</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">868,982</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Customer relationships</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,758,553</span></span></b></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,122,063</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">14,769,011</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">15,132,521</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Less: accumulated amortization</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(5,544,846</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(4,174,560</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">9,224,165</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">10,957,961</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Total amortization expense from intangible assets for the year ended January 31, 2022 was $1,370,286 (2021 - $1,464,528).</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">During the year ended January 31, 2022, the Company recognized impairment charges of $363,510 on customer relationships allocated to the Oregon reporting unit (note 4).</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">During the year ended January 31, 2021, the Company sold a brand for $100,000. At the time of the sale, the brand had a carrying amount of $100,000 comprised of cost of $117,737 and accumulated amortization of $17,737.</span></span></p> <div> </div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">At January 31, 2021, the Company reclassified intangible assets with a cost of $400,009 and accumulated amortization of $217,872 to held for sale. The intangible assets classified as held for sale consist of licenses, customer lists, and startup costs associated with a right-of-use asset that has also been classified as held for sale. Management estimated the fair value less costs to sell exceeds the carrying value and therefore the assets are measured at their carrying values.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Goodwill</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">As at January 31, 2022, the Company had goodwill of $28,541,323 (2021 - $28,541,323) which was allocated to the Nevada reporting unit.</span></span></p> </div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;">January 31, 2021</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right;"> </td> <td style="vertical-align: bottom; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right;"> </td> <td style="vertical-align: bottom; text-align: right;"> </td> <td style="vertical-align: bottom; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Licenses</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">12,141,476</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">12,141,476</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Brands</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">868,982</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">868,982</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Customer relationships</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,758,553</span></span></b></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,122,063</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">14,769,011</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">15,132,521</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Less: accumulated amortization</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(5,544,846</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(4,174,560</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">9,224,165</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">10,957,961</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> 12141476 12141476 868982 868982 1758553 2122063 14769011 15132521 5544846 4174560 9224165 10957961 1370286 1464528 363510 100000 100000 117737 17737 400009 217872 28541323 28541323 <div> <p style="text-align: justify; text-indent: -17.5pt; margin-left: 17px; margin-top: 10px;">  <span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>10.<span style="display: inline-block; width: 4.5pt;"> </span>ACCOUNTS PAYABLE AND ACCRUED LIABILITIES</span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>The following table summarizes the Company's accounts payable and accrued liabilities:</span></span></span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2021</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Accounts payable</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,402,546</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,382,519</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Accrued liabilities</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,040,914</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,183,259</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Interest payable</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">65,409</span></span></b></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">115,218</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,508,869</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,680,996</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> </div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2021</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Accounts payable</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,402,546</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,382,519</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Accrued liabilities</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,040,914</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,183,259</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Interest payable</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">65,409</span></span></b></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">115,218</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,508,869</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,680,996</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> 1402546 1382519 1040914 1183259 65409 115218 2508869 2680996 <div> <p style="text-align: justify; margin-top: 10px;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">11.<span style="display: inline-block; width: 4.5pt;"> </span>LEASES</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On February 1, 2020 the Company adopted ASC 842 using the modified retrospective transition approach which requires the recognition of lease assets and liabilities for operating and finance leases. Beginning on February 1, 2020, the Company's financial statements are presented in accordance with the revised policy.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company's accounting policy is described in note 3. As a result of the adoption of ASC 842, the Company recorded operating right-of-use assets of $5,001,360, and operating lease liabilities of $5,001,360.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company's leases consist of land and buildings used in the cultivation, processing, and warehousing of its products. All leases were found to be operating leases in accordance with ASC 842.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The following table presents the Company's active leases and total lease term under contract:</span></span></p> <div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid black; border-top: 1px solid black;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Entity Name/Lessee</b></span></span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; white-space: nowrap; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Asset</b></span></span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; white-space: nowrap; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Useful life<br/>(years)</b></span></span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; white-space: nowrap; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Type</b></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Swell Companies, LTD</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Land/Building</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 5 </span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Operating lease</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Silver State Cultivation LLC</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Land/Building</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 12 </span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Operating lease</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Silver State Relief LLC (Sparks)</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Land/Building</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 12 </span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Operating lease</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Silver State Relief LLC (Fernley)</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Land/Building</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 12 </span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Operating lease</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Megawood Enterprises Inc.</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Land/Building</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 5 </span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Operating lease</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Phantom Distribution, LLC</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Land/Building</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 5 </span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Operating lease</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">63353 Bend, LLC</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Land/Building</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 5 </span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Operating lease</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">20727-4 Bend, LLC</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Land/Building</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 5 </span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Operating lease</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">4964 BFH, LLC</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Land/Building</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 5 </span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Operating lease</span></span></td> </tr> </table> </div> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">For the years ended January 31, 2022 and 2021, the Company incurred operating lease costs of $1,403,743 and $1,249,422, respectively. Of these amounts, $812,368 and $700,185, were allocated to inventory, respectively.</span></span></p> <div> </div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The following table displays the weighted average discount rate used in calculating lease liabilities and weighted average remaining lease term:</span></span></p> <div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> </span></span><br/> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">January 31, 2021</span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Weighted average discount rate</span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">10%</span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">10%</span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Weighted average remaining lease term (years)</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 10.46 </span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 11.32 </span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> </div> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The maturity of the contractual undiscounted lease liabilities of the Company's operating leases as of January 31, 2022 is as follows:</span></span></p> <div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>Year ending January, </b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2023</span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,239,090</span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2024</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,276,263</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2025</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,314,551</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2026</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,353,987</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2027</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,394,607</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Thereafter</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">9,148,938</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Total undiscounted lease liabilities</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">15,727,436</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Interest on lease liabilities</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(6,448,313</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Total present value of minimum lease payments</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">9,279,123</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Current portion of lease liability</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">325,698</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>Lease liability</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>8,953,425</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> </div> <p style="text-align: justify; margin-top: 10px; margin-bottom: 0px;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">As at January 31, 2022, liabilities classified as held for sale includes lease liabilities of $412,093 (2021 - 1,217,499). The Company has total undiscounted lease liabilities with related parties of $16,792,993 (note 18). Of the total undiscounted lease liabilities, $1,065,557 are classified as held for sale.</span></span></p> </div> 5001360 5001360 <div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid black; border-top: 1px solid black;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Entity Name/Lessee</b></span></span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; white-space: nowrap; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Asset</b></span></span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; white-space: nowrap; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Useful life<br/>(years)</b></span></span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; white-space: nowrap; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Type</b></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Swell Companies, LTD</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Land/Building</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 5 </span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Operating lease</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Silver State Cultivation LLC</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Land/Building</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 12 </span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Operating lease</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Silver State Relief LLC (Sparks)</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Land/Building</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 12 </span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Operating lease</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Silver State Relief LLC (Fernley)</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Land/Building</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 12 </span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Operating lease</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Megawood Enterprises Inc.</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Land/Building</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 5 </span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Operating lease</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Phantom Distribution, LLC</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Land/Building</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 5 </span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Operating lease</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">63353 Bend, LLC</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Land/Building</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 5 </span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Operating lease</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">20727-4 Bend, LLC</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Land/Building</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 5 </span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Operating lease</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">4964 BFH, LLC</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Land/Building</span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 5 </span></span></td> <td style="width: 14%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff; text-align: center;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Operating lease</span></span></td> </tr> </table> </div> P5Y P12Y P12Y P12Y P5Y P5Y P5Y P5Y P5Y 1403743 1249422 812368 700185 <div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> </span></span><br/> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">January 31, 2021</span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Weighted average discount rate</span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">10%</span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">10%</span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Weighted average remaining lease term (years)</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 10.46 </span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 11.32 </span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> </div> 0.10 0.10 P10Y5M15D P11Y3M25D <div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>Year ending January, </b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2023</span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,239,090</span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2024</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,276,263</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2025</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,314,551</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2026</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,353,987</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2027</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,394,607</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Thereafter</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">9,148,938</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Total undiscounted lease liabilities</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">15,727,436</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Interest on lease liabilities</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(6,448,313</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Total present value of minimum lease payments</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">9,279,123</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Current portion of lease liability</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">325,698</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>Lease liability</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>8,953,425</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> </div> 1239090 1276263 1314551 1353987 1394607 9148938 15727436 6448313 9279123 325698 8953425 412093 1217499 16792993 1065557 <div> <p style="text-align: justify; margin-top: 10px;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">12.<span style="display: inline-block; width: 4.5pt;"> </span>CONVERTIBLE DEBENTURES AND PROMISSORY NOTES</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company early adopted ASU 2020-06 on February 1, 2021 using the full retrospective method. The adoption eliminates the cash conversion and beneficial conversion feature models used to separately account for embedded conversion features as a component of equity.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Transaction costs related to the issuance of convertible promissory notes are apportioned to their respective financial liability and equity components (if applicable) in proportion to the allocation of proceeds as a reduction to the carrying amount of each component.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">When valuing the financial liability component of the convertible debentures and promissory notes, the Company used specific interest rates assuming no conversion features existed. The resulting liability component is accreted to its face value over the convertible note's term until its maturity date.</span></span></p> <div> </div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Convertible debentures</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The following is the continuity of the Company's convertible debentures issued in Canadian dollars. All below disclosure is denominated in U.S. dollars:</span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b> </b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>December 31,<br/>2018 issuance</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>January 30, 2019<br/>issuance</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Total</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b> </b></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2020</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,066,976</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">4,179,094</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">6,246,070</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">New issuances on exercise of warrants</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,749,065</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,939,377</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5,688,442</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Conversions</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(4,075,959</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(8,682,514</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(12,758,473</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Interest</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">190,003</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">409,237</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">599,240</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Accretion expense</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">251,990</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">473,248</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">725,238</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Interest paid - cash</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(250,879</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(534,039</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(784,918</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Foreign exchange loss</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">68,804</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">215,597</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">284,401</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2021 and January 2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>-</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>-</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>-</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The following transactions occurred during the year ended January 31, 2021:</span></span></p> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(a)<span style="width: 17.23pt; text-indent: 0pt; display: inline-block;"> </span>262 convertible debentures were issued for gross proceeds of $195,734 (C$262,000). A total of $2,508,068 (C$3,209,000) in principal of the December 31, 2018 convertible debentures were converted into 4,011,250 common shares of the Company. The remaining balance outstanding is $nil.</span></span></p> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(b)<span style="width: 16.94pt; text-indent: 0pt; display: inline-block;"> </span>497 convertible debentures were issued for gross proceeds of $371,297 (C$497,000). A total of $5,204,120 (C$6,673,000) in principal of the January 30, 2019 convertible debentures were converted into 8,341,250 common shares of the Company. The remaining balance outstanding is $nil.</span></span></p> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(c)<span style="width: 17.7pt; text-indent: 0pt; display: inline-block;"> </span>1,988 warrants were exercised in connection with the convertible debentures issued on December 31, 2018, resulting in gross proceeds of $1,485,188 (C$1,988,000). 2,087 warrant debentures with a carrying amount of $1,632,114 (C$2,087,000) were converted into 2,313,322 common shares of the Company. At January 31, 2021, all warrants had been exercised or expired.</span></span></p> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(d)<span style="width: 16.43pt; text-indent: 0pt; display: inline-block;"> </span>4,572 warrants were exercised in connection with the convertible debentures issued on January 30, 2019, resulting in gross proceeds of $3,415,633 (C$4,572,000). 4,587 warrant debentures issued under the January 30, 2019 issuance with a carrying amount of $3,595,099 (C$4,587,000) were converted into 5,098,872 common shares of the Company. At January 31, 2021, all warrants had been exercised or expired.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The following is a continuity of the Company's convertible promissory notes denominated in U.S. dollars:</span></span></p> <div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>June 13, 2018</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>January 23, 2019</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>May 24, 2019</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b> </b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>issuance</b></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>issuance</b></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>issuance</b></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Total</b></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2020</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">639,665</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">175,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">918,316</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,732,981</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Payment</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(175,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(175,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Interest</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">48,733</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100,274</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">149,007</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Accretion expense</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">384,192</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">111,466</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">495,658</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2021</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,072,590</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,130,056</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,202,646</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Payment</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,210,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,210,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Interest</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">17,649</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">40,685</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">58,334</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Accretion expense</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">191,203</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">39,259</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">230,462</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>1,281,442</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>-</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>1,281,442</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> </div> <p style="margin: 0pt;"> </p> <div> </div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On June 13, 2018, the Company issued convertible promissory notes to the vendors that sold Eco Firma Farms, LLC to the Company in the aggregate principal amount of $2,000,000. The convertible promissory notes were convertible at $1.00 per share. The convertible promissory notes accrue interest at a rate of 4% per annum, compounded annually, and were fully due and payable on June 13, 2021. The Company is in an ongoing dispute with the vendors over repayment (note 22).</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On issuance, the Company determined the conversion feature was a derivative liability as the convertible promissory notes are exercisable in USD while the functional currency of the Company is Canadian dollars. The fair value of the conversion feature as at January 31, 2022 was $nil (January 31, 2021 - $409,007).</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On January 23, 2019, the Company issued a convertible promissory note to the vendor that sold Megawood Enterprises, Inc. to the Company in the principal amount of $175,000. The convertible note is convertible into 35,000 common shares of the Company at a conversion price of C$5.00 per conversion share and may be converted at any time between October 24, 2019 and January 24, 2020. On issuance, the Company determined the conversion feature was a derivative liability as the convertible promissory notes are exercisable in USD while the functional currency of the Company is Canadian dollars. The fair value of the conversion feature as at January 31, 2022 was $nil (January 31, 2021 - $nil). On February 21, 2020, the Company repaid the convertible promissory note with a cash payment of $130,000 and the issuance of 95,849 common shares (note 15).</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On May 24, 2019, the Company issued a two-year unsecured convertible promissory note to a debtor of Swell Companies in the principal amount of $1,000,000. The convertible note accrues interest at 10% per annum compounded annually and payable at maturity. The note is convertible into common shares of the Company at a conversion price of $1.56 per share and may be converted at the maturity date. On issuance, the Company determined the conversion feature was a derivative liability as the convertible promissory notes are exercisable in USD while the functional currency of the Company is Canadian dollars. The fair value of the conversion feature as at January 31, 2022 was $nil (January 31, 2021 - $76,150).</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On May 24, 2021 the note was fully repaid.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Promissory notes</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The following is a continuity of the Company's promissory notes denominated in U.S. dollars:</span></span></p> <div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b> </b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>January 1, 2019 </b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>issuance</b></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2020</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">21,200,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Payments</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(7,013,333</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2021</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">14,186,667</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Payments</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(6,080,000</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>8,106,667</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Current portion</span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">6,080,000</span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Non-current portion</span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,026,667</span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> </div> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On January 1, 2019, the Company issued a promissory note to Mr. Newman, who sold Silver State to the Company in the principal amount of $30,000,000. The note is payable in the following principal instalments: $3,000,000 on April 1, 2019, $6,000,000 on each of July 1, 2019, October 1, 2019, January 1, 2020, and April 1, 2020, and $3,000,000 on July 1, 2020. The note accrues interest at a rate of 10% per annum. The note is secured by all of the outstanding membership interests, and a security interest in all of the assets, of Silver State.</span></span></p> <div> </div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On July 1, 2019, the terms of the promissory note payable for the acquisition of Silver State were amended to call for immediate payment of $2,000,000 plus accrued interest on July 1, 2019 followed by payments of $800,000 plus accrued interest on the first of each of August, September, October, November, and December 2019.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Effective November 21, 2019 and June 25, 2020, Mr. Newman and the Company agreed to further amend the terms of the secured promissory note due to Mr. Newman. The December 1, 2019 principal payment of $800,000 was cancelled and the monthly principal payments thereafter were reduced to $600,000 per month. Further, the annual interest rate on the note was reduced from 10% to 9.5%. The remaining balance on the note is due and payable on January 1, 2021. This modification resulted in a gain of $nil.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On November 19, 2020, the Company announced agreement with Mr. Newman that the remaining $15,200,000 principal outstanding on his senior secured Note, due to mature on January 1, 2021, has been amended with lower monthly payments amortized over a 30-month period. Commencing December 1, 2020, the monthly payments will be $506,667 plus interest. The interest rate at 9.5% is unchanged.</span></span></p> <p style="text-align: justify; margin-bottom: 0px;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">For the year ended January 31, 2022, interest expense was $1,032,691 (year ended January 31, 2021 - $1,643,363). Interest paid during the year ended January 31, 2022 was $1,082,500 (year ended January 31, 2021 - $1,715,750).</span></span></p> </div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b> </b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>December 31,<br/>2018 issuance</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>January 30, 2019<br/>issuance</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Total</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b> </b></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2020</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,066,976</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">4,179,094</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">6,246,070</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">New issuances on exercise of warrants</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,749,065</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,939,377</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5,688,442</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Conversions</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(4,075,959</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(8,682,514</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(12,758,473</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Interest</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">190,003</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">409,237</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">599,240</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Accretion expense</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">251,990</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">473,248</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">725,238</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Interest paid - cash</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(250,879</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(534,039</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(784,918</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Foreign exchange loss</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">68,804</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">215,597</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">284,401</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2021 and January 2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>-</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>-</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>-</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> 2066976 4179094 6246070 1749065 3939377 5688442 4075959 8682514 12758473 190003 409237 599240 251990 473248 725238 250879 534039 784918 68804 215597 284401 0 0 0 0 0 0 262 195734 262000 2508068 3209000 4011250 0 497 371297 497000 5204120 6673000 8341250 0 1988 1485188 1988000 2087 1632114 2087000 2313322 4572 3415633 4572000 4587 3595099 4587000 5098872 <div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>June 13, 2018</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>January 23, 2019</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>May 24, 2019</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b> </b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>issuance</b></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>issuance</b></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>issuance</b></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Total</b></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2020</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">639,665</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">175,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">918,316</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,732,981</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Payment</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(175,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(175,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Interest</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">48,733</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100,274</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">149,007</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Accretion expense</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">384,192</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">111,466</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">495,658</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2021</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,072,590</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,130,056</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,202,646</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Payment</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,210,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,210,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Interest</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">17,649</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">40,685</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">58,334</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Accretion expense</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">191,203</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">39,259</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">230,462</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>1,281,442</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>-</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>1,281,442</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> </div> 639665 175000 918316 1732981 0 175000 0 175000 48733 0 100274 149007 384192 0 111466 495658 1072590 0 1130056 2202646 0 0 1210000 1210000 17649 0 40685 58334 191203 0 39259 230462 1281442 0 0 1281442 2000000 1 0.04 0 409007 175000 35000 5 0 0 130000 95849 1000000 0.10 1.56 0 76150 <div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b> </b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>January 1, 2019 </b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>issuance</b></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2020</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">21,200,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Payments</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(7,013,333</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2021</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">14,186,667</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Payments</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(6,080,000</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">)</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>8,106,667</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Current portion</span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">6,080,000</span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Non-current portion</span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,026,667</span></span></td> <td style="vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> </div> 21200000 7013333 14186667 6080000 8106667 6080000 2026667 30000000 3000000 6000000 6000000 6000000 6000000 3000000 0.10 2000000 800000 800000 600000 0.10 0.095 15200000 506667 0.095 1032691 1643363 1082500 1715750 <div> <p style="text-align: justify; margin-top: 10px;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span>13.<span style="display: inline-block; width: 4.5pt;"> </span>RECLAMATION OBLIGATION</span></span></span></p> <p style="text-align: justify; margin-bottom: 0px;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company has recorded a decommissioning provision in connection with estimated reclamation costs on a previously written off property. The obligation is recognized based on the estimated future reclamation costs. The Company had two wells in Alberta which were determined to be uneconomic and costs have been incurred to plug these wells. Reclamation and remediation work is still required to bring the site back to its natural state.</span></span></p> </div> <div> <p style="text-align: justify; margin-top: 10px;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>14.<span style="display: inline-block; width: 4.5pt;"> </span>DERIVATIVE LIABILITIES</span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>The following reflects the continuity of derivative liabilities:</span></span></span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Conversion<br/>features of<br/>convertible<br/>promissory notes</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Earn out shares</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Total</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Balance, January 31, 2020</b></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">151,242</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,699,154</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,850,396</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Fair value adjustment on derivative liabilities</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">333,915</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5,422,280</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5,756,195</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Effect of foreign exchange</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">152,536</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">152,536</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Balance, January 31, 2021</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">485,157</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">9,273,970</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">9,759,127</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Fair value adjustment on derivative liabilities</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(485,157</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(8,091,133</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(8,576,290</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Settlement of Phantom earn out</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(677,939</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(677,939</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Effect of foreign exchange</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">501,470</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">501,470</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Balance, January 31, 2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,006,368</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,006,368</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Upon the February 4, 2019 acquisition of Phantom Farms the vendors can earn up to 4,500,000 'earn out' shares over a period of seven years. The conditions were based on the Company's common shares exceeding certain share prices during the period. The liability was derived using a Monte Carlo simulation. On January 24, 2022, the Company issued 1,300,000 common shares for full settlement of the Phantom earn out shares.</span></span></span></span></p> <div> </div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Upon the May 24, 2019 acquisition of Swell Companies the vendors can earn up to 6,000,000 'earn out' shares over a period of seven years. The conditions are based on C21 common shares exceeding certain share prices during the period. Additionally, the 50% of the earn out shares are earned upon a change of control of the Company. The liability is derived using a Monte Carlo simulation.</span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Significant inputs into the Monte Carlo simulation used to determine the fair value of earn of earn out shares were as follows:</span></span></span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; white-space: nowrap; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Earn out shares</b></span></span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; white-space: nowrap; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Earn out shares</b></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; white-space: nowrap; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; white-space: nowrap; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2021</b></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Discount rate</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>1.24%</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.30%</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Expected life in years</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>4.33</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5.34</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Expected stock volatility</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>80%</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">80%</span></span></td> </tr> <tr> <td style="width: 66.32%; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Expected volatility of foreign exchange</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>6.52%</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5.29%</span></span></td> </tr> </table> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>The fair value of the conversion features of the convertible promissory notes is determined using a Black-Scholes option pricing model. Significant inputs into the calculation were as follows:</span></span></span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="width: 16.86%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; white-space: nowrap; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Conversion<br/>feature of June 13,<br/>2018 issuance</b></span><br/><span style="color: #1b968d;"><b>issuance of<br/>convertible<br/>promissory notes</b></span></span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: top; border-top: 0.75pt solid #000000; white-space: nowrap; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Conversion<br/>feature of May 24,<br/>2019 issuance of<br/>convertible<br/>promissory notes</b></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="width: 16.86%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; white-space: nowrap; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2021</b></span></span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: top; border-top: 0.75pt solid #000000; white-space: nowrap; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2021</b></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Discount rate</span></span></span></span></td> <td style="width: 16.86%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; background-color: #e6efff; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>0.18%</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; background-color: #e6efff; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>0.18%</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Expected life in years</span></span></span></span></td> <td style="width: 16.86%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>0.36</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: top; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>0.31</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Expected stock volatility</span></span></span></span></td> <td style="width: 16.86%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>85%</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: top; background-color: #e6efff; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>86%</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Stock price (CAD)</span></span></span></span></td> <td style="width: 16.86%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$1.54</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: top; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$1.54</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Exercise price (CAD)</span></span></span></span></td> <td style="width: 16.86%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$1.28</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: top; border-bottom: 1.5pt solid #000000; background-color: #e6efff; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$2.00</span></span></span></span></td> </tr> </table> <p style="text-align: justify; margin-top: 10px; margin-bottom: 0px;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>The conversion features of the June 13, 2018 and May 24, 2019 convertible promissory notes expired on June 13, 2021 and May 24, 2021, respectively. As such, the fair value of each at January 31, 2022 was $nil.</span></span></span></span></p> </div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Conversion<br/>features of<br/>convertible<br/>promissory notes</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Earn out shares</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Total</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Balance, January 31, 2020</b></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">151,242</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,699,154</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,850,396</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Fair value adjustment on derivative liabilities</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">333,915</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5,422,280</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5,756,195</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Effect of foreign exchange</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">152,536</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">152,536</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Balance, January 31, 2021</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">485,157</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">9,273,970</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">9,759,127</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Fair value adjustment on derivative liabilities</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(485,157</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(8,091,133</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(8,576,290</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Settlement of Phantom earn out</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(677,939</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(677,939</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Effect of foreign exchange</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">501,470</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">501,470</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Balance, January 31, 2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,006,368</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,006,368</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> 151242 3699154 3850396 333915 5422280 5756195 0 152536 152536 485157 9273970 9759127 -485157 -8091133 -8576290 0 677939 677939 0 501470 501470 0 1006368 1006368 4500000 1300000 6000000 0.50 <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; white-space: nowrap; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Earn out shares</b></span></span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; white-space: nowrap; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Earn out shares</b></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; white-space: nowrap; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; white-space: nowrap; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2021</b></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Discount rate</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>1.24%</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.30%</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Expected life in years</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>4.33</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5.34</span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Expected stock volatility</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>80%</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">80%</span></span></td> </tr> <tr> <td style="width: 66.32%; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Expected volatility of foreign exchange</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>6.52%</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5.29%</span></span></td> </tr> </table> 1.24 0.3 4.33 5.34 80 80 6.52 5.29 <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="width: 16.86%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; white-space: nowrap; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Conversion<br/>feature of June 13,<br/>2018 issuance</b></span><br/><span style="color: #1b968d;"><b>issuance of<br/>convertible<br/>promissory notes</b></span></span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: top; border-top: 0.75pt solid #000000; white-space: nowrap; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Conversion<br/>feature of May 24,<br/>2019 issuance of<br/>convertible<br/>promissory notes</b></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="width: 16.86%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; white-space: nowrap; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2021</b></span></span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: top; border-top: 0.75pt solid #000000; white-space: nowrap; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2021</b></span></span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Discount rate</span></span></span></span></td> <td style="width: 16.86%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; background-color: #e6efff; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>0.18%</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; background-color: #e6efff; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>0.18%</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Expected life in years</span></span></span></span></td> <td style="width: 16.86%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>0.36</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: top; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>0.31</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Expected stock volatility</span></span></span></span></td> <td style="width: 16.86%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; background-color: #e6efff; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>85%</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: top; background-color: #e6efff; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>86%</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Stock price (CAD)</span></span></span></span></td> <td style="width: 16.86%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$1.54</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: top; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$1.54</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Exercise price (CAD)</span></span></span></span></td> <td style="width: 16.86%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$1.28</span></span></span></span></td> <td style="width: 16.84%; padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: top; border-bottom: 1.5pt solid #000000; background-color: #e6efff; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$2.00</span></span></span></span></td> </tr> </table> 0.18 0.18 0.36 0.31 85 86 1.54 1.54 1.28 2 <div> <p style="text-align: justify; margin-top: 10px;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">15.<span style="display: inline-block; width: 4.5pt;"> </span>SHAREHOLDERS' EQUITY</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Common stock consists of one class of fully paid common shares, with no par value. The Company is authorized to issue an unlimited number of common shares. All shares are equally eligible to receive dividends and repayment of capital and represent one vote at the Company's shareholders' meetings.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The following table reflects the continuity of common stock for the years ended January 31, 2022 and 2021:</span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Number of<br/>Shares</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Common stock</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2020</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">89,388,639</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">85,096,509</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shares issued - acquisition of Phantom Farms (i)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">7,132,042</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,582,903</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shares issued - Megawood (ii)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">95,849</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">38,415</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shares issued - option exercises (iii)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">200,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">98,950</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shares issued - conversion of debentures (iv)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">19,764,694</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">12,758,473</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shares issued - Swell commitment (v)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">456,862</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">429,582</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shares issued - EFF commitment (vi)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">19,774</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">21,371</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Standby warrants issued</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,116,192</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Share-based compensation</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">494,435</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2021</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">117,057,860</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">103,636,830</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shares issued - PF warrants exercises (vii)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">456,100</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">533,326</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shares issued - EFF commitment (viii)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">19,774</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">21,787</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shares issued - Guaranteed warrants (ix)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,214,080</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shares issued - Settlement of Earn out shares (x)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,300,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">677,939</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Share-based compensation</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">366,469</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">120,047,814</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">105,236,351</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(i)<span style="width: 18.89pt; text-indent: 0pt; display: inline-block;"> </span>On February 19, 2020, the Company amended the terms of the purchase of Phantom Farms, including SDP. The amended terms of the purchase agreement regarding the real estate assets of SDP group resulted in the Company electing to purchase the real estate of the Phantom Farms outdoor grow (two parcels), and SDP receiving 7,132,042 shares of C21 with a fair value of $2,582,903.</span></span></p> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(ii)<span style="width: 16.47pt; text-indent: 0pt; display: inline-block;"> </span>On February 21, 2020, the Company repaid the convertible promissory note with a cash payment of $130,000 and the issuance of 95,849 common shares with a fair value of $38,415 (note 12).</span></span></p> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(iii)<span style="width: 13.55pt; text-indent: 0pt; display: inline-block;"> </span>On October 15, 2020, the Company issued 200,000 shares upon the exercise of stock options.</span></span></p> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(iv)<span style="width: 14.1pt; text-indent: 0pt; display: inline-block;"> </span>During the year ended January 31, 2021 the Company issued 19,764,694 shares upon the conversion of debentures.</span></span></p> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(v)<span style="width: 17.02pt; text-indent: 0pt; display: inline-block;"> </span>On November 23, 2020, the Company issued 456,862 common shares to Swell as part of the purchase agreement dated May 23, 2019 as final settlement of the Company's commitment to issue shares.</span></span></p> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(vi)<span style="width: 14.1pt; text-indent: 0pt; display: inline-block;"> </span>On December 30, 2020, the Company issued 19,774 common shares to the vendors of EFF for a partial settlement of the Company's commitment to issue shares.</span></span></p> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(vii)<span style="width: 11.18pt; text-indent: 0pt; display: inline-block;"> </span>On February 4, 2021 the Company issued 456,100 shares upon the exercise of Phantom Farm warrants.</span></span></p> <div> </div> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(viii)<span style="width: 8.76pt; text-indent: 0pt; display: inline-block;"> </span>On April 5, 2021, the Company issued 19,774 common shares to the vendors of EFF for a partial settlement of the Company's commitment to issue shares.</span></span></p> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(ix)<span style="width: 13.8pt; text-indent: 0pt; display: inline-block;"> </span>On June 17, 2021, the Company issued 1,214,080 common shares pursuant to the cashless exercise of 4,160,000 warrants.</span></span></p> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(x)<span style="width: 16.73pt; text-indent: 0pt; display: inline-block;"> </span>On January 24, 2022, the Company issued 1,300,000 common shares for the settlement of Phantom earn out shares.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Commitment to issue shares</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company issued a promissory note payable to deliver 2,142,000 shares to the vendors of EFF in the amount of $1,905,635, without interest, any time after October 15, 2018. As at January 31, 2022 the Company has a remaining commitment to deliver 793,093 shares.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Warrants </span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The following summarizes the Company's warrant activity:</span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: justify;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Warrants<br/>outstanding</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Weighted<br/>average exercise<br/>price</b></span><span style="color: #1b968d;"><b> </b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Weighted<br/>average<br/>remaining life</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: justify;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>#</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>C$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>Years</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: justify; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance January 31, 2020</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5,694,746</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.66</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 0.74 </span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Issued</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">6,200,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.00</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: justify; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2021</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">11,894,746</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.32</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 1.96 </span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Exercised</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(4,616,100</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.05</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: justify; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Expired</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(4,038,646</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.73</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,240,000</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.18</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 2.10 </span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> <p style="margin-left: 49.5pt; text-indent: -49.5pt; text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">As at January 31, 2022, the following warrants were outstanding and exercisable:</span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Expiry Date</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Exercise Price </b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Number of<br/>Warrants</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b> </b></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>C$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>#</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">December 31, 2023</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.00</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">632,400</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">January 30, 2024</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.00</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,407,600</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">May 24, 2024</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.50</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,200,000</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: justify;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,240,000</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On May 28, 2020, the Company extended the expiry date of 2,794,746 warrants with an exercise price of C$1.83, from May 29, 2020 to May 29, 2021, with all other terms the same. These warrants expired unexercised on May 29, 2021.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On February 4, 2021, 456,100 warrants with an exercise price of $1.17 (C$1.50) were exercised to purchase 456,100 common shares of the Company for proceeds of $533,326. Of the warrants exercised, 426,100 were exercised by a Director of the Company. On the same date, 1,243,900 warrants expired unexercised.</span></span></p> <div> </div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On June 17, 2021, 4,160,000 warrants were exercised on a cashless basis for 1,214,080 common shares of the Company.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Stock options</span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company is authorized to grant options to executive officers and directors, employees and consultants, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. The exercise price of each option is set by the Board of Directors and shall not be less than the market price of the Company's shares on the date of grant. The options can be granted for a maximum term of 10 years. Vesting is determined by the Board of Directors.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Details of the Company's stock option activity are as follows:</span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; border-top: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b> </b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Options<br/>outstanding and<br/>exercisable</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Weighted<br/>average exercise<br/>price</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Weighted<br/>average<br/>remaining life </b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b> </b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>#</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>C$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>Years</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="vertical-align: bottom; text-align: justify; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance January 31, 2020</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,255,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.78</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 2.18 </span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Granted</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">4,055,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.73</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Exercised</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(200,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.65</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="vertical-align: bottom; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Expired/Cancelled</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(145,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.71</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: justify; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2021</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">6,965,000</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.22</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 2.05 </span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Expired</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,350,000</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2.80</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: justify; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance January 31, 2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5,615,000</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.84</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 1.45 </span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">As at January 31, 2022, the following stock options were outstanding and exercisable:</span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Expiry Date</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Exercise Price</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Outstanding</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Exercisable</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b> </b></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>C$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>#</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>#</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">February 5, 2022</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.11</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">460,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">460,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">October 9, 2022</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.38</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">500,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">500,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">January 24, 2023</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.80</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">August 17, 2023</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.70</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,905,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,603,333</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">January 28, 2024</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.50</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">150,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">October 9, 2024</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.00</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">500,000</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">500,000</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: justify; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b> </b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5,615,000</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">4,263,333</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">During the year ended January 31, 2022, the Company recorded a share-based compensation expense of $366,469 (2021 - $494,435). The fair value of stock options was calculated using the Black-Scholes Option Pricing Model using the following weighted average assumptions:</span></span></p> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; border-color: #000000; font-size: 10pt; width: 100%;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Expiry Date</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"><b><span><span style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">2022</span></span></span></span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> <td style="text-align: right; border-bottom: 1px solid black; border-top: 1px solid black;"><span style="display: none;"> </span> <b><span style="text-align: justify; font-size: 10pt; color: #1b968d;">2021</span></b></td> <td style="border-bottom: 0.75pt solid #000000; border-top: 0.75pt solid #000000; text-align: right; vertical-align: bottom; width: 22px;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Risk-free rate</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.19%</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 22px; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Expected term of options</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span> 3 years </span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 22px;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Annualized volatility</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">80%</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 22px; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Dividend rate</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0%</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 22px;"> </td> </tr> </table> </div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Number of<br/>Shares</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Common stock</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2020</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">89,388,639</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">85,096,509</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shares issued - acquisition of Phantom Farms (i)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">7,132,042</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,582,903</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shares issued - Megawood (ii)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">95,849</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">38,415</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shares issued - option exercises (iii)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">200,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">98,950</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shares issued - conversion of debentures (iv)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">19,764,694</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">12,758,473</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shares issued - Swell commitment (v)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">456,862</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">429,582</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shares issued - EFF commitment (vi)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">19,774</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">21,371</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Standby warrants issued</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,116,192</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Share-based compensation</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">494,435</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2021</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">117,057,860</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">103,636,830</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shares issued - PF warrants exercises (vii)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">456,100</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">533,326</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shares issued - EFF commitment (viii)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">19,774</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">21,787</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shares issued - Guaranteed warrants (ix)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,214,080</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shares issued - Settlement of Earn out shares (x)</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,300,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">677,939</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Share-based compensation</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">366,469</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">120,047,814</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">105,236,351</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(i)<span style="width: 18.89pt; text-indent: 0pt; display: inline-block;"> </span>On February 19, 2020, the Company amended the terms of the purchase of Phantom Farms, including SDP. The amended terms of the purchase agreement regarding the real estate assets of SDP group resulted in the Company electing to purchase the real estate of the Phantom Farms outdoor grow (two parcels), and SDP receiving 7,132,042 shares of C21 with a fair value of $2,582,903.</span></span></p> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(ii)<span style="width: 16.47pt; text-indent: 0pt; display: inline-block;"> </span>On February 21, 2020, the Company repaid the convertible promissory note with a cash payment of $130,000 and the issuance of 95,849 common shares with a fair value of $38,415 (note 12).</span></span></p> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(iii)<span style="width: 13.55pt; text-indent: 0pt; display: inline-block;"> </span>On October 15, 2020, the Company issued 200,000 shares upon the exercise of stock options.</span></span></p> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(iv)<span style="width: 14.1pt; text-indent: 0pt; display: inline-block;"> </span>During the year ended January 31, 2021 the Company issued 19,764,694 shares upon the conversion of debentures.</span></span></p> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(v)<span style="width: 17.02pt; text-indent: 0pt; display: inline-block;"> </span>On November 23, 2020, the Company issued 456,862 common shares to Swell as part of the purchase agreement dated May 23, 2019 as final settlement of the Company's commitment to issue shares.</span></span></p> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(vi)<span style="width: 14.1pt; text-indent: 0pt; display: inline-block;"> </span>On December 30, 2020, the Company issued 19,774 common shares to the vendors of EFF for a partial settlement of the Company's commitment to issue shares.</span></span></p> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(vii)<span style="width: 11.18pt; text-indent: 0pt; display: inline-block;"> </span>On February 4, 2021 the Company issued 456,100 shares upon the exercise of Phantom Farm warrants.</span></span></p> <div> </div> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(viii)<span style="width: 8.76pt; text-indent: 0pt; display: inline-block;"> </span>On April 5, 2021, the Company issued 19,774 common shares to the vendors of EFF for a partial settlement of the Company's commitment to issue shares.</span></span></p> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(ix)<span style="width: 13.8pt; text-indent: 0pt; display: inline-block;"> </span>On June 17, 2021, the Company issued 1,214,080 common shares pursuant to the cashless exercise of 4,160,000 warrants.</span></span></p> <p style="margin-left: 28.35pt; text-indent: -28.35pt; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(x)<span style="width: 16.73pt; text-indent: 0pt; display: inline-block;"> </span>On January 24, 2022, the Company issued 1,300,000 common shares for the settlement of Phantom earn out shares.</span></span></p> 89388639 85096509 7132042 2582903 95849 38415 200000 98950 19764694 12758473 456862 429582 19774 21371 2116192 494435 117057860 103636830 456100 533326 19774 21787 1214080 1300000 677939 366469 120047814 105236351 7132042 2582903 130000 95849 38415 200000 19764694 456862 19774 456100 19774 1214080 4160000 1300000 2142000 1905635 793093 <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: justify;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Warrants<br/>outstanding</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Weighted<br/>average exercise<br/>price</b></span><span style="color: #1b968d;"><b> </b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Weighted<br/>average<br/>remaining life</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: justify;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>#</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>C$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>Years</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: justify; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance January 31, 2020</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5,694,746</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.66</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 0.74 </span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Issued</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">6,200,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.00</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: justify; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2021</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">11,894,746</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.32</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 1.96 </span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Exercised</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(4,616,100</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.05</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: justify; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Expired</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(4,038,646</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.73</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,240,000</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.18</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 2.10 </span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> 5694746 1.66 P0Y8M26D 6200000 1 11894746 1.32 P1Y11M15D 4616100 1.05 4038646 1.73 3240000 1.18 P2Y1M6D <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Expiry Date</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Exercise Price </b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Number of<br/>Warrants</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b> </b></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>C$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>#</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">December 31, 2023</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.00</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">632,400</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">January 30, 2024</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.00</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,407,600</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">May 24, 2024</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.50</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,200,000</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: justify;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,240,000</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> 1 632400 1 1407600 1.5 1200000 3240000 2794746 1.83 456100 1.17 1.5 456100 533326 426100 1243900 4160000 1214080 P10Y <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; border-top: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b> </b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Options<br/>outstanding and<br/>exercisable</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Weighted<br/>average exercise<br/>price</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Weighted<br/>average<br/>remaining life </b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b> </b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>#</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>C$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>Years</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="vertical-align: bottom; text-align: justify; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance January 31, 2020</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,255,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.78</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 2.18 </span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Granted</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">4,055,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.73</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Exercised</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(200,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.65</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="vertical-align: bottom; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Expired/Cancelled</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(145,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.71</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: justify; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance, January 31, 2021</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">6,965,000</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.22</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 2.05 </span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Expired</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,350,000</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2.80</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: justify; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Balance January 31, 2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5,615,000</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.84</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> 1.45 </span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> 3255000 1.78 P2Y2M4D 4055000 0.73 200000 0.65 145000 0.71 6965000 1.22 P2Y18D 1350000 2.8 5615000 0.84 P1Y5M12D <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Expiry Date</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Exercise Price</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Outstanding</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Exercisable</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b> </b></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>C$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>#</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>#</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">February 5, 2022</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.11</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">460,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">460,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">October 9, 2022</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.38</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">500,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">500,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">January 24, 2023</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.80</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">August 17, 2023</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.70</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,905,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,603,333</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">January 28, 2024</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.50</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">150,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">100,000</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">October 9, 2024</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1.00</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">500,000</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">500,000</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: justify; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b> </b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5,615,000</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">4,263,333</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> 1.11 460000 460000 1.38 500000 500000 0.8 100000 100000 0.7 3905000 2603333 1.5 150000 100000 1 500000 500000 5615000 4263333 366469 494435 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; border-color: #000000; font-size: 10pt; width: 100%;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Expiry Date</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"><b><span><span style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">2022</span></span></span></span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> <td style="text-align: right; border-bottom: 1px solid black; border-top: 1px solid black;"><span style="display: none;"> </span> <b><span style="text-align: justify; font-size: 10pt; color: #1b968d;">2021</span></b></td> <td style="border-bottom: 0.75pt solid #000000; border-top: 0.75pt solid #000000; text-align: right; vertical-align: bottom; width: 22px;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Risk-free rate</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.19%</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 22px; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Expected term of options</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span> 3 years </span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 22px;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Annualized volatility</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">80%</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 22px; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Dividend rate</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0%</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 22px;"> </td> </tr> </table> 0 0.0019 P3Y 0 0.80 0 0 <div> <p style="text-align: justify; margin-top: 10px;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">16.<span style="display: inline-block; width: 4.5pt;"> </span>SELLING, GENERAL AND ADMINISTRATIVE EXPENSE</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Selling, general and administrative expenses for the years ended January 31, 2022 and 2021 were comprised of the following:</span></span></p> <div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b978c;"><b>2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b978c;">2021</span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">$</span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Accounting and legal</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>665,248</b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">501,854</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Depreciation and amortization</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>1,280,446</b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,321,686</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">License fees, taxes and insurance</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>1,807,645</b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,705,539</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Office Facilities and administrative</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>301,944</b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">253,230</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Operating lease cost</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>591,376</b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">549,031</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Other</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>340,224</b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">372,307</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Professional Fees and consulting</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>701,999</b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">650,188</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Salaries and wages</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>2,913,900</b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,884,320</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Share-based compensation</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>366,469</b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">494,435</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shareholder Communications</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>26,781</b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">15,834</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Travel and entertainment</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>59,142</b></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">58,975</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>9,055,174</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">8,807,399</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> </div> </div> <div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b978c;"><b>2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b978c;">2021</span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">$</span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Accounting and legal</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>665,248</b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">501,854</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Depreciation and amortization</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>1,280,446</b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,321,686</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">License fees, taxes and insurance</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>1,807,645</b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,705,539</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Office Facilities and administrative</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>301,944</b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">253,230</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Operating lease cost</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>591,376</b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">549,031</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Other</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>340,224</b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">372,307</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Professional Fees and consulting</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>701,999</b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">650,188</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Salaries and wages</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>2,913,900</b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,884,320</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Share-based compensation</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>366,469</b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">494,435</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Shareholder Communications</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>26,781</b></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">15,834</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Travel and entertainment</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>59,142</b></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">58,975</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>9,055,174</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">8,807,399</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> </div> 665248 501854 1280446 1321686 1807645 1705539 301944 253230 591376 549031 340224 372307 701999 650188 2913900 2884320 366469 494435 26781 15834 59142 58975 9055174 8807399 <div> <p style="text-align: justify; margin-top: 0px;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>17.<span style="display: inline-block; width: 4.5pt;"> </span>SEGMENTED INFORMATION</span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>The Company defines its major geographic operating segments as Oregon and Nevada. Due to the jurisdictional cannabis compliance issues ever-present in the industry, each state operation is by nature operationally segmented.</span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Key decision makers primarily review revenue, cost of sales expense, and gross margin as the primary indicators of segment performance. As the Company continues to expand via acquisition, the segmented information will expand based on management's agreed upon allocation of costs beyond gross margin.</span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Segmented operational activity and balances are as follows:</span></span></span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Discontinued<br/>operations</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Nevada</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Corporate</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Consolidated</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Total revenue</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,128,403</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">32,982,976</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">34,111,379</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Gross profit</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(473,854</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">18,809,985</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">18,336,131</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Operating expenses:</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Selling, general and administrative</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(429,969</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(3,880,871</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(2,936,012</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(7,246,852</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 10pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Operating lease cost</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,233</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(591,376</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(592,609</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Depreciation and amortization</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(207,319</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,276,640</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(3,806</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,487,765</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 10pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Share-based compensation</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(366,469</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(366,469</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Impairment of inventory</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,093,308</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,093,308</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 10pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Impairment of intangible asset</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(363,510</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(363,510</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Interest, accretion, and other</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">284,125</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">22,171</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">7,355,059</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">7,661,355</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>Net income (loss) before taxes</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(2,285,068</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>)</b></span></span></span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">13,083,269</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">4,048,772</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">14,846,973</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;">Entity-wide disclosures</span></span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>All revenue for the years ended January 31, 2022 and January 31, 2021 was earned in the United States.</span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>For the years ended January 31, 2022 and January 31, 2021, no customer represented more than 10% of the Company's net revenue.</span></span></span></span></p> <div> </div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>The following table displays the disaggregation of long-lived assets by geographic area:</span></span></span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, </b></span><br/><span style="color: #1b968d;"><b>2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;">January 31,<br/>2021</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Nevada</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">11,903,430</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">10,110,806</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Discontinued operations (Oregon)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,817,633</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,946,961</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Other</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">24,414</span></span></b></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">28,117</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>Total</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">13,745,477</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">12,085,884</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> </div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Discontinued<br/>operations</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Nevada</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Corporate</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Consolidated</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Total revenue</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,128,403</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">32,982,976</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">34,111,379</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Gross profit</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(473,854</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">18,809,985</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">18,336,131</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Operating expenses:</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Selling, general and administrative</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(429,969</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(3,880,871</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(2,936,012</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(7,246,852</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 10pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Operating lease cost</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,233</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(591,376</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(592,609</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Depreciation and amortization</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(207,319</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,276,640</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(3,806</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,487,765</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 10pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Share-based compensation</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(366,469</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(366,469</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Impairment of inventory</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,093,308</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,093,308</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 10pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Impairment of intangible asset</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(363,510</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(363,510</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Interest, accretion, and other</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">284,125</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">22,171</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">7,355,059</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">7,661,355</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>Net income (loss) before taxes</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(2,285,068</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>)</b></span></span></span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">13,083,269</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">4,048,772</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">14,846,973</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> 1128403 32982976 0 34111379 -473854 18809985 0 18336131 429969 3880871 2936012 7246852 1233 591376 0 592609 207319 1276640 3806 1487765 0 0 -366469 -366469 1093308 0 0 1093308 363510 0 0 363510 284125 22171 7355059 7661355 -2285068 13083269 4048772 14846973 <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>January 31, </b></span><br/><span style="color: #1b968d;"><b>2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;">January 31,<br/>2021</span></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Nevada</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">11,903,430</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">10,110,806</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Discontinued operations (Oregon)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,817,633</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,946,961</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Other</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">24,414</span></span></b></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">28,117</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>Total</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">13,745,477</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">12,085,884</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> 11903430 10110806 1817633 1946961 24414 28117 13745477 12085884 <div> <p style="text-align: justify; margin-top: 10px;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">18.<span style="display: inline-block; width: 4.5pt;"> </span>COMMITMENTS</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company and its subsidiaries are committed under lease agreements with related parties, for land, office space, and equipment in Nevada and Oregon as well as for mortgage payments on a building held for sale. At January 31, 2022, the Company has the following future minimum payments:</span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Mortgage</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Leases with<br/>related parties</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Total</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b> </b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2023</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">55,465</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,467,282</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,522,747</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2024</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">48,855</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,504,455</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,553,310</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2025</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">45,551</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,314,551</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,360,102</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2026</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">45,551</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,353,987</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,399,538</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2027</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">45,551</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,394,607</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,440,158</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Thereafter</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">368,201</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">9,148,937</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">9,517,138</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b> </b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>609,174</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>16,183,819</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>16,792,993</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> <p style="text-align: justify; margin-top: 10px; margin-bottom: 10px;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Leases with related parties includes $456,383 of undiscounted lease payments for lease liabilities held for sale.</span></span></p> </div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Mortgage</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Leases with<br/>related parties</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>Total</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b> </b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 1.5pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2023</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">55,465</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,467,282</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,522,747</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2024</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">48,855</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,504,455</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,553,310</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2025</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">45,551</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,314,551</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,360,102</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2026</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">45,551</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,353,987</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,399,538</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2027</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">45,551</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,394,607</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,440,158</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Thereafter</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">368,201</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">9,148,937</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">9,517,138</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b> </b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>609,174</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>16,183,819</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>16,792,993</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> 55465 1467282 1522747 48855 1504455 1553310 45551 1314551 1360102 45551 1353987 1399538 45551 1394607 1440158 368201 9148937 9517138 609174 16183819 16792993 456383 <div> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">19.<span style="display: inline-block; width: 4.5pt;"> </span>INCOME TAXES</span></span><span style="font-family: Times New Roman, Times, serif; font-size: 10pt; text-align: left;">      </span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company is a Canadian resident company, as defined in the Income Tax Act (Canada) (the "ITA"), for Canadian income tax purposes.  However, it has subsidiaries that are treated as United States corporations for US federal income tax purposes per the Internal Revenue Code (US) ("IRC") and are thereby subject to federal income tax on their worldwide income.  As a result, the Company is subject to taxation both in Canada and the United States.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The components of the income tax provision for the years ended January 31, 2022 and 2021 include:</span></span><span style="font-family: Times New Roman, Times, serif; font-size: 10pt; text-align: left;">                                                                                                                 </span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>January 31, </b></span><br/><span style="color: #1b968d;"><b>2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">January 31,<br/>2021</span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">$</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Current</span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"> </span></span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"> </span></span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Canadian</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">US Federal</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,425,756</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,366,046</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Total current income tax expense</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,425,756</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,366,046</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Deferred</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Canadian</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">US Federal</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">547,490</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">602,087</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Total deferred income tax recovery</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">547,490</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">602,087</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: right; border-bottom: 0.75pt solid #000000;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>Total income tax expense</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,973,246</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,968,133</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> <p style="margin: 0pt;"> </p> <div> </div> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The domestic and foreign components of Income (loss) before provision for income taxes consisted of the following:</span></span><span style="font-family: Times New Roman, Times, serif; font-size: 10pt; text-align: left;">   </span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>January 31, </b></span><br/><span style="color: #1b968d;"><b>2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">January 31,</span><br/><span style="color: #1b968d;">2021</span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">$</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Canadian</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">6,985,670</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(11,678,406</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">US Federal</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">10,146,371</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">10,044,967</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>Income (loss) before income taxes</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">17,132,041</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,633,439</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> </table> <p style="margin: 0pt;"><br/><span style="font-family: Times New Roman, Times, serif; font-size: 10pt; text-align: justify;">A reconciliation of the statutory income tax rate percentage to the effective tax rate for the years ended January 31, 2022 and 2021 is as follows:</span><br/> </p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>January 31, </b></span><br/><span style="color: #1b968d;"><b>2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">January 31,<br/>2021</span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">$</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Income (loss) for the year</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">17,132,041</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,633,439</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Statutory rate</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">27%</span></span></b></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">27%</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Income tax expense (recovery) at statutory rate</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">4,625,652</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(441,029</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Non-deductible expenditures and non-taxable revenues</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,530,604</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,842,777</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Foreign tax rate differential</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(608,783</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>)</b></span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(602,698</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Change in valuation allowance</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(654,621</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>)</b></span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">737,667</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Adjustment to provision versus statutory tax returns</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(919,606</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>)</b></span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,431,416</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b> </b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,973,246</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,968,133</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> <p style="margin: 0pt;"> </p> <span style="font-family: Times New Roman, Times, serif; font-size: 10pt; text-align: justify;">The significant components of the Company's deferred tax assets as follows at January 31, 2022 and 2021:</span><br/><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"> </span></span> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>January 31, </b></span><br/><span style="color: #1b968d;"><b>2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">January 31,<br/>2021</span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">$</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Deferred tax assets</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b> </b></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; text-indent: 8.95pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Share issuance costs and financing fees</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">254,662</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">505,035</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Allowable capital losses</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">140,224</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">138,421</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Non-capital losses</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">4,409,825</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,834,262</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Intangible assets</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">940,967</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">816,736</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Mineral resource properties</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">983,977</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Right of use assets and lease liabilities, net</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">98,352</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">63,032</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Goodwill</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt; background-color: #e6efff; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Reclamation obligation</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">14,923</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">14,852</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Total deferred tax assets</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5,858,953</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">6,356,315</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Valuation allowance</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(4,919,214</span></span></b></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>)</b></span></span></span></span></b></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(5,573,835</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Total net deferred tax assets</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">939,739</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">782,480</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Deferred tax liabilities</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt; background-color: #e6efff; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Property and equipment</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(930,715</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>)</b></span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(225,966</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Net deferred tax asset</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">9,024</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">556,514</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> <p style="margin: 0pt;">  </p> <div> </div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Realization of deferred tax assets associated with the net operating loss carryforwards is dependent upon generating sufficient taxable income prior to their expiration. A valuation allowance to reflect management's estimate of the net operating loss carryforwards that may expire prior to their utilization has been recorded at January 31, 2022.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">As of January 31, 2022, the Company has $16.3 million of Canadian non-capital loses which expire between 2026 and 2042, and Canadian capital losses of $1 million with no expiry date.  The Company determined a valuation allowance was applicable for the full amount of the available Canadian losses and for the other Canadian deferred tax assets.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">As the Company operates in the cannabis industry, the Company is subject to the limits of Internal Revenue Code ("IRC") Section 280E for US federal income tax purposes as well as state income tax purposes for all states except for California and Colorado. Under IRC Section 280E, the Company is only allowed to deduct expenses directly related to costs of goods sold. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E.</span></span><span style="font-family: Times New Roman, Times, serif; font-size: 10pt; text-align: left;">  </span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets.  A significant piece of objective negative evidence evaluated was the cumulative loss incurred by the Canadian entity over the three-year period ended January 31, 2022.  Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On the basis of this evaluation, as of January 31, 2022, a valuation allowance of $4,919,214 ($5,573,835 in 2021) has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized.  The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company recognizes benefits from uncertain tax positions based on the cumulative probability method whereby the largest benefit with a cumulative probability of greater than 50% is recorded. An uncertain tax position is not recognized if it has less than a 50% likelihood of being sustained.  As of January 31, 2022, and January 31, 2021, the Company has not recorded any uncertain tax assets or liabilities.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company does not expect that uncertain tax benefits will materially change in the next 12 months.  The Company is subject to taxation in Canada and the United States. As of January 31, 2022, tax years for 2019, 2020, and 2021 are subject to examination by the tax authorities.  The 2018 tax year is also subject to investigation in Canada.</span></span></p> </div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>January 31, </b></span><br/><span style="color: #1b968d;"><b>2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">January 31,<br/>2021</span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">$</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Current</span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"> </span></span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"> </span></span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Canadian</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">US Federal</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,425,756</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,366,046</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Total current income tax expense</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,425,756</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,366,046</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Deferred</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Canadian</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">US Federal</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">547,490</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">602,087</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Total deferred income tax recovery</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">547,490</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">602,087</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-align: right; border-bottom: 0.75pt solid #000000;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>Total income tax expense</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,973,246</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,968,133</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> 0 0 3425756 2366046 3425756 2366046 0 0 547490 602087 547490 602087 3973246 2968133 <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>January 31, </b></span><br/><span style="color: #1b968d;"><b>2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">January 31,</span><br/><span style="color: #1b968d;">2021</span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">$</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Canadian</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">6,985,670</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(11,678,406</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">US Federal</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">10,146,371</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">10,044,967</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>Income (loss) before income taxes</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">17,132,041</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,633,439</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> </table> 6985670 -11678406 10146371 10044967 17132041 -1633439 <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>January 31, </b></span><br/><span style="color: #1b968d;"><b>2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">January 31,<br/>2021</span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">$</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Income (loss) for the year</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">17,132,041</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(1,633,439</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Statutory rate</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">27%</span></span></b></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">27%</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Income tax expense (recovery) at statutory rate</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">4,625,652</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(441,029</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Non-deductible expenditures and non-taxable revenues</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,530,604</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,842,777</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Foreign tax rate differential</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(608,783</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>)</b></span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(602,698</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Change in valuation allowance</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(654,621</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>)</b></span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">737,667</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Adjustment to provision versus statutory tax returns</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(919,606</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>)</b></span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,431,416</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b> </b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,973,246</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,968,133</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> 17132041 -1633439 0.27 0.27 4625652 -441029 1530604 1842777 -608783 -602698 -654621 737667 -919606 1431416 3973246 2968133 <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>January 31, </b></span><br/><span style="color: #1b968d;"><b>2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">January 31,<br/>2021</span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">$</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Deferred tax assets</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b> </b></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; text-indent: 8.95pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Share issuance costs and financing fees</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">254,662</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">505,035</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Allowable capital losses</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">140,224</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">138,421</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Non-capital losses</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">4,409,825</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">3,834,262</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Intangible assets</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">940,967</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">816,736</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Mineral resource properties</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">983,977</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Right of use assets and lease liabilities, net</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">98,352</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">63,032</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Goodwill</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt; background-color: #e6efff; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Reclamation obligation</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">14,923</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">14,852</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Total deferred tax assets</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">5,858,953</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">6,356,315</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Valuation allowance</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(4,919,214</span></span></b></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>)</b></span></span></span></span></b></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(5,573,835</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Total net deferred tax assets</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">939,739</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">782,480</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Deferred tax liabilities</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; text-indent: 8.95pt; background-color: #e6efff; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Property and equipment</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(930,715</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>)</b></span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(225,966</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Net deferred tax asset</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">9,024</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">556,514</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%;"> </td> </tr> </table> 254662 505035 140224 138421 4409825 3834262 940967 816736 0 983977 98352 63032 0 0 14923 14852 5858953 6356315 4919214 5573835 939739 782480 930715 225966 9024 556514 16300000 1000000 4919214 5573835 <div> <p style="text-align: justify; margin-top: 10px;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">20.<span style="display: inline-block; width: 4.5pt;"> </span>RELATED PARTY TRANSACTIONS</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Balances due to related parties included in accounts payable, accrued liabilities, and promissory note payable at January 31, 2022 and 2021:</span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>January 31, 2021</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b> </b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">$</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Due to the President and CEO</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">8,172,075</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">14,369,004</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Lease liabilities due to a company controlled by the CEO</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">9,279,123</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">9,539,744</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Lease liabilities due to SDP Development</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">412,093</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">589,328</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Due to the CFO of the Company</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">360</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">527</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">17,863,651</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">24,498,603</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table>   <div> </div> <p style="text-align: justify;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Due to the President and CEO consists of promissory note principal and interest and reimbursable expenses incurred in the normal course of business.</span></span></span></p> <p style="text-align: justify;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The Company had the following transactions with related parties including key management personnel during the year ended January 31, 2022 and 2021:</span></span></span></p> <div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b978c;"><b>January 31, 2022</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b978c;"><b>January 31, 2021</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">$</span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Consulting fees paid to a director</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>240,000</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> </tr> <tr> <td style="vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Amounts paid to CEO or companies controlled by CEO</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>8,632,619</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">10,368,616</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> </tr> <tr> <td style="vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Salary paid to directors and officers</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>496,807</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">499,710</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> </tr> <tr> <td style="vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Share compensation for directors and officers</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>251,333</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">360,610</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Convertible debenture interest paid to directors and officers</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>-</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">18,346</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Lease payments made to SDP Development</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>209,176</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">228,192</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>9,829,935</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">11,475,474</span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> </tr> </table> </div> <p style="text-align: justify; margin-top: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Amounts paid to CEO or companies controlled by CEO consists of salary, lease payments, and promissory note principal and interest.</span></span></span></p> <p style="text-align: justify;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On February 12, 2020, the Company amended the purchase agreement with SDP Development, of which a director of the Company is a principal owner. The Company had agreed on February 4, 2019 to purchase SDP Development on October 15, 2020, which owned six real estate properties that were leased in connection with Phantom Farms' cannabis cultivation, processing and wholesale distribution operations. The aggregate purchase price was $8,010,000 payable in cash, or, at the election of the vendors, in whole or in part by the issue of 2,670,000 shares at $3.00 per common share.</span></span></span></p> <p style="text-align: justify;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On February 12, 2020 the parties agreed to the following modified terms: the Company purchased the two Southern Oregon farms from SDP Development constituting over 60 acres of real property housing the two outdoor cannabis cultivation facilities totaling 80,000 square feet of canopy, rent reduction on the three Phantom properties in Central Oregon, and a release from the obligation to purchase the sixth property in Southern Oregon. In exchange, the SDP vendors received 7,132,041 common shares of the Company with a fair value of $2,582,903. The consideration exceeded the fair market value of the land acquired and as a result, the Company recorded transaction costs of $1,204,740. The Company has three remaining leases with SDP Development. The undiscounted future cash flows for the three remaining leases total $456,384.</span></span></span></p> <p style="text-align: justify;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On November 16, 2020, the Company amended the terms of the three Nevada leases with Double G Holdings (a Company controlled by the Company's President and CEO). The term of the two dispensary leases and the warehouse lease was extended to November 30, 2027 with a right to extend for a further five years and with an annual increase to the base rent of 3% commencing January 1, 2022. The undiscounted future cash flows for all three leases including the five-year extension total $16,930,437.</span></span></span></p> </div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>January 31, 2022</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;"><b>January 31, 2021</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b> </b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">$</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Due to the President and CEO</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">8,172,075</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">14,369,004</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Lease liabilities due to a company controlled by the CEO</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">9,279,123</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">9,539,744</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Lease liabilities due to SDP Development</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">412,093</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">589,328</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Due to the CFO of the Company</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">360</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">527</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">17,863,651</span></span></b></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">24,498,603</span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> 8172075 14369004 9279123 9539744 412093 589328 360 527 17863651 24498603 <div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b978c;"><b>January 31, 2022</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b978c;"><b>January 31, 2021</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>$</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">$</span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Consulting fees paid to a director</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>240,000</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> </tr> <tr> <td style="vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Amounts paid to CEO or companies controlled by CEO</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>8,632,619</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">10,368,616</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> </tr> <tr> <td style="vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Salary paid to directors and officers</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>496,807</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">499,710</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> </tr> <tr> <td style="vertical-align: bottom;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Share compensation for directors and officers</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>251,333</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">360,610</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Convertible debenture interest paid to directors and officers</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>-</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">18,346</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">Lease payments made to SDP Development</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>209,176</b></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">228,192</span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 1.5pt solid #000000; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>9,829,935</b></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">11,475,474</span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 1.5pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-family: Times New Roman,Times,serif;"> </span></td> </tr> </table> </div> 240000 0 8632619 10368616 496807 499710 251333 360610 0 18346 209176 228192 9829935 11475474 6 8010000 2670000 3 2 60 2 80000 3 7132041 2582903 1204740 456384 P5Y 0.03 16930437 <div> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">21.<span style="display: inline-block; width: 4.5pt;"> </span>EARNINGS PER SHARE</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The following is a reconciliation for the calculation of basic and diluted earnings per share for the years ended January 31, 2022 and 2021:</span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b978c;"><b>January 31, </b></span><br/><span style="color: #1b978c;"><b>2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b978c;">January 31, </span><br/><span style="color: #1b978c;">2021</span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Net income (loss) from continuing operations after income taxes</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">13,158,795</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(4,601,572</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Net loss from discontinued operations after income taxes</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(2,242,644</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(3,228,056</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Net income (loss)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">10,916,151</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(7,829,628</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span> </span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Weighted average number of common shares outstanding</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">118,308,584</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">104,841,540</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Dilutive effect of warrants and stock options outstanding</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,833,093</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Diluted weighted average number of common shares outstanding</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">121,141,677</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">104,841,540</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span> </span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Basic earnings (loss) per share, continuing operations</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.11</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(0.04</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Diluted earnings (loss) per share, continuing operations</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.11</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(0.04</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span> </span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Basic loss per share, discontinued operations</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(0.02</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(0.03</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Diluted loss per share, discontinued operations</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(0.02</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(0.03</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span> </span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Basic earnings (loss) per share</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.09</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(0.07</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Diluted earnings (loss) per share</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.09</span></span></b></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(0.07</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> </table> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The computation of diluted earnings per share excludes the effect of the potential exercise of warrants and stock options when the average market price of the common stock is lower than the exercise price of the respective warrant or stock option and when inclusion of these amounts would be anti-dilutive. For the years ended January 31, 2022 and 2021, the number of warrants and stock options excluded from the computation was 5,463,333 and 16,156,413, respectively.</span></span></p> </div> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="padding-right: 5.4pt; padding-left: 5.4pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b978c;"><b>January 31, </b></span><br/><span style="color: #1b978c;"><b>2022</b></span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b978c;">January 31, </span><br/><span style="color: #1b978c;">2021</span></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Net income (loss) from continuing operations after income taxes</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">13,158,795</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(4,601,572</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Net loss from discontinued operations after income taxes</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(2,242,644</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(3,228,056</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Net income (loss)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">10,916,151</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(7,829,628</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span> </span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Weighted average number of common shares outstanding</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">118,308,584</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">104,841,540</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Dilutive effect of warrants and stock options outstanding</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">2,833,093</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Diluted weighted average number of common shares outstanding</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">121,141,677</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">104,841,540</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span> </span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Basic earnings (loss) per share, continuing operations</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.11</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(0.04</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Diluted earnings (loss) per share, continuing operations</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.11</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(0.04</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span> </span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Basic loss per share, discontinued operations</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(0.02</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(0.03</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Diluted loss per share, discontinued operations</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(0.02</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(0.03</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span> </span></span></span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 12%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Basic earnings (loss) per share</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.09</span></span></b></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; width: 12%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(0.07</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Diluted earnings (loss) per share</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">0.09</span></span></b></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 12%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">(0.07</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>)</span></span></span></span></td> </tr> </table> 13158795 -4601572 -2242644 -3228056 10916151 -7829628 118308584 104841540 2833093 0 121141677 104841540 0.11 -0.04 0.11 -0.04 -0.02 -0.03 -0.02 -0.03 0.09 -0.07 0.09 -0.07 5463333 16156413 <div> <p style="text-align: justify; margin-top: 10px;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">22.<span style="display: inline-block; width: 4.5pt;"> </span>CONTINGENCIES</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">From time to time, the Company is involved in various litigation matters arising in the ordinary course of its business. Management is of the opinion that disposition of any current matter will not have a material adverse impact on the Company's balance sheet, results of operations, or the ability to carry on any of its business activities.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span style="color: #1b968d;">Legal proceedings </span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>Oregon Action:</b> A complaint was filed in the Oregon State Circuit Court for Clackamas County, on April 29, 2019, by two current owners of Proudest Monkey Holdings, LLC (the former sole member of EFF) (the "Plaintiffs"), alleging contract, employment, and statutory claims, alleging $612,500 in damages (as amended), against the Company, its wholly-owned subsidiaries 320204 US Holdings Corp, EFF, Swell Companies Limited, and Phantom Brands LLC, in addition to three directors, two officers, and one former employee (the "Oregon Action"). The Company and the other defendants wholly denied the allegations and claims made in the lawsuit and is defending the lawsuit. On June 21, 2019, the Company filed Oregon Rule of Civil Procedure ("ORCP") 21 motions to dismiss all of the Plaintiffs' claims against it, its wholly-owned subsidiaries, and other defendants; on May 6, 2020, the court granted the Company's ORCP 21 motion in its entirety to dismiss all of Plaintiffs' claims. The judgment of dismissal was entered by the Clackamas County court on or about October 14, 2020. On November 12, 2020, Plaintiffs filed a notice of appeal of the judgement of dismissal.</span></span></p> <div> </div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On October 22, 2020, the Company submitted a petition to recover the costs and attorney fees incurred by the Company as the prevailing party in the Oregon Action. On January 20, 2021, the Court ruled in the Company's favor, awarding the Company and its subsidiaries $68,195 in attorney's fees, $1,252 in costs, and a statutory prevailing party fee of $640, through a supplemental judgment. On March 3, 2021, Plaintiffs filed an amended notice of appeal from the supplemental judgement awarding attorney fees. </span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">The parties have since briefed the appeal to the Oregon Court of Appeals and await a determination from the Court. It is too early to predict the resolution of the appeal.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>British Columbia Action:</b> On or about September 13, 2019, the Company delivered a notice to the above-mentioned Plaintiffs of alleged breach and default under the EFF purchase and sale agreement, due to alleged unlawful, intentional acts and material misrepresentations by the Plaintiffs before and after the completion of the purchase. As a result of such breach, the Company denied the Plaintiffs' tender of their share payment notes in connection with the agreement. On or about October 14, 2019, Proudest Monkey Holdings, LLC and one of its current owners, sued the Company in the Supreme Court of British Columbia to compel the issuance and delivery of the subject shares, including interests and costs (the "British Columbia Action"). </span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On November 8, 2019, the Company responded and counterclaimed for general, special and punitive damages, including interest and costs, related to breach of contract, repudiation of contract, breach of indemnity and fraudulent and negligent misrepresentation by the Plaintiffs. Plaintiffs filed a response to the Company's counterclaims on or about June 5, 2020, and the parties stipulated to a form of amended pleading which included the joinder of additional parties, an owner of Proudest Monkey Holdings, LLC and EFF, and additional contract and equitable claims and damages, partially duplicative to those alleged by the Plaintiffs in the Oregon lawsuit (breach of contract, indemnity, unjust enrichment and wrongful termination claims). Plaintiffs allege $2,774,176 in damages (as amended), plus unquantified additional damages, interest and costs, of which amounts are partially duplicative of the Oregon Action. This action remains in the discovery stage, but no trial date has been set. It is too early to predict the resolution of the claims and counterclaims.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><b>Settled and Dismissed Action:</b> On or about May 30, 2019, Wallace Hill Partners Ltd. ("Wallace Hill") filed a civil claim in the Supreme Court of British Columbia alleging breach of contract and entitlement to 1,800,000 common shares of the Company, fully vested by March 1, 2019, and damages due to the lost opportunity to sell those shares after such date for a profit. On June 23, 2019, the Company circulated a letter to Wallace Hill terminating the agreement and accepting Wallace Hill's repudiation of the agreement based on Wallace Hill's previously published defamatory comments and termination of the agreement. Also, on June 23, 2019, the Company filed its response to the civil claim denying all claims and filed counterclaims alleging breach of contract, a declaratory judgment of termination of the agreement, defamation and an injunction from further defamatory comments.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On March 23, 2022, the Company and Wallace Hill entered into a mutual release agreement, pursuant to which, among other things, all parties agreed to dismiss their respective claims and to release one another from any further causes of action in connection with the subject matter of the original claims. On April 23, 2022, the parties filed a Notice of Discontinuance in the Supreme Court of British Columbia formally dismissing the civil action.</span></span></p> </div> 612500 68195 1252 640 2774176 1800000 <div> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>23.<span style="display: inline-block; width: 4.5pt;"> </span>FINANCIAL INSTRUMENTS</span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>The following tables present information about the Company's financial instruments and their classifications as of January 31, 2022 and 2021 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value:</span></span></span></span></p> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Fair value measurements at January 31, 2022 using:</span></span></span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Level 1</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Level 2</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Level 3</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>Total</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Financial liabilities:</b></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Conversion features of convertible promissory notes (note 14)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Earn out shares (note 14)</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,006,368</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,006,368</span></span></b></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Fair value measurements at January 31, 2021 using:</span></span></span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Level 1</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Level 2</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Level 3</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>Total</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Financial liabilities:</b></span></span></span></span></span></td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Conversion features of convertible promissory notes (note 14)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>-</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>-</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>485,157</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>485,157</b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Earn out shares (note 14)</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>-</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>-</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>9,273,970</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>9,273,970</b></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> </div> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>The fair value of the conversion feature of convertible promissory notes was determined using the Black-Scholes option pricing model. The assumptions in the model were based on the share price and other active market data that is observable as well as unobservable estimates and therefore represent a level 3 measurement.</span></span></span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>The fair value of the derivative liability associated with the earn out shares was derived using a Monte Carlo simulation using non-observable inputs, and therefore represent a level 3 measurement.</span></span></span></span></p> </div> <div> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Fair value measurements at January 31, 2022 using:</span></span></span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Level 1</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Level 2</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Level 3</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>Total</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Financial liabilities:</b></span></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b> </b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: right; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Conversion features of convertible promissory notes (note 14)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff; border-bottom: 0.75pt solid #000000;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Earn out shares (note 14)</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">-</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,006,368</span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><b><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">1,006,368</span></span></b></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> <p style="text-align: justify; margin-top: 10pt;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Fair value measurements at January 31, 2021 using:</span></span></span></span></p> <table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt; border-color: #000000;"> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Level 1</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Level 2</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Level 3</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right; white-space: nowrap;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>Total</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; border-bottom: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>$</span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>$</b></span></span></span></span></td> <td style="vertical-align: bottom; border-top: 0.75pt solid #000000; text-align: right;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b>Financial liabilities:</b></span></span></span></span></span></td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><span style="color: #1b968d;"><b> </b></span></span></span></span></span></td> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; background-color: #e6efff;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Conversion features of convertible promissory notes (note 14)</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>-</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>-</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>485,157</span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> <td style="vertical-align: bottom; text-align: left; width: 1%;"> </td> <td style="vertical-align: bottom; text-align: right; width: 10%;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>485,157</b></span></span></span></span></td> <td style="vertical-align: bottom; text-align: left; width: 2%;"> </td> </tr> <tr> <td style="margin-top: 0pt; margin-bottom: 0pt; vertical-align: bottom; border-bottom: 0.75pt solid #000000; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>Earn out shares (note 14)</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>-</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>-</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span>9,273,970</span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 1%; background-color: #e6efff;"> </td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: right; width: 10%; background-color: #e6efff;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;"><span><span><b>9,273,970</b></span></span></span></span></td> <td style="vertical-align: bottom; border-bottom: 0.75pt solid #000000; text-align: left; width: 2%; background-color: #e6efff;"> </td> </tr> </table> </div> 0 0 0 0 0 0 1006368 1006368 0 0 485157 485157 0 0 9273970 9273970 <div> <p style="text-align: justify; margin-top: 10px;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">24.<span style="display: inline-block; width: 4.5pt;"> </span>SUBSEQUENT EVENTS</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On February 5, 2022, the balance of 460,000 of options issued on February 5, 2019 expired unexercised.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On February 10, 2022, the Company granted incentive stock options to purchase an aggregate of 600,000 common shares at an exercise price of C$0.70 per share vesting over a two-year period, expiring at the close of business on February 10, 2025.</span></span></p> <p style="text-align: justify;"><span style="font-size: 10pt;"><span style="font-family: Times New Roman,Times,serif;">On April 23, 2022, both parties to the C21 and Wallace Hill dispute (note 22) filed a Notice of Discontinuance in the Supreme Court of British Columbia and signed a mutual release to end this dispute.</span></span></p> </div> 460000 600000 0.7 P2Y EXCEL 128 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx M4$L#!!0 ( /V.#U4'04UB@0 +$ 0 9&]C4')O<',O87!P+GAM M;$V./0L",1!$_\IQO;=!P4)B0-!2L+(/>QLOD&1#LD)^OCG!CVX>;QA&WPIG M*N*I#BV&5(_C(I(/ !47BK9.7:=N')=HI6-Y #OGDK7A.YNJQ<&4GPZ4A!0W_J=0U[R;UEA_6\#MI7E!+ P04 M " #]C@]5IE[,B^\ K @ $0 &1O8U!R;W!S+V-O&ULS9+; 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