General form of registration statement for all companies including face-amount certificate companies

SHARE CAPITAL

v3.19.2
SHARE CAPITAL
3 Months Ended 12 Months Ended
Jun. 30, 2019
Mar. 31, 2019
SHARE CAPITAL    
Stockholders' Equity Note Disclosure [Text Block]

10.       SHARE CAPITAL

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2019

 

March 31, 2019

 

 

Number of

 

 

 

Number of

 

 

 

    

shares

    

$

    

shares

    

$

Exchangeable Shares

 

  

 

  

 

  

 

 

Balance beginning of year

 

196,799

 

197

 

295,146

 

295

Converted into common shares (a)

 

(40,560)

 

(41)

 

(98,347)

 

(98)

Balance at end of year

 

156,239

 

156

 

196,799

 

197

Common Shares

 

  

 

  

 

  

 

  

Balance at beginning of the year

 

3,661,838

 

3,661

 

1,368,856

 

1,369

Shares issued to exchangeable shareholders (a)

 

40,560

 

41

 

98,347

 

98

Shares issued on conversion of loans

 

 —

 

 —

 

2,194,133

 

2,194

Share consolidation rounding adjustment

 

 —

 

 —

 

502

 

 —

Balance at end of the year

 

3,702,398

 

3,661

 

3,661,838

 

3,661

TOTAL SHARES

 

3,858,637

 

3,858

 

3,858,637

 

3,858


(a)

During the quarter ended June 30, 2019, 40,560 exchangeable shares were exchanged for common shares on a 1 for 1 basis in accordance with their terms. (March 31, 2019 – 98,347 shares)

 

On October 29, 2018, the Company completed a one-for-one hundred and fifty (1:150) reverse stock consolidation that has been reflected in all shares and per share amounts, warrants and options.

Special Voting Preferred Share

In connection with the Merger (Note 1), on February 26, 2015, the Company entered into a voting and exchange trust agreement (the “Trust Agreement”). Pursuant to the Trust Agreement, the Company issued one Special Voting Preferred Share to the Trustee, and the parties created a trust for the Trustee to hold the Special Voting Preferred Share for the benefit of the holders of the Exchangeable Shares (the “Beneficiaries”). Pursuant to the Trust Agreement, the Beneficiaries will have voting rights in the Company equivalent to what they would have had, had they received shares of common stock in the same amount as the Exchangeable Shares held by the Beneficiaries. In connection with the Merger and the Trust Agreement, effective February 20, 2015, the Company filed a certificate of designation of the Special Voting Preferred Share (the “Special Voting Certificate of Designation”) with the Delaware Secretary of State. Pursuant to the Special Voting Certificate of Designation, one share of the Company’s blank check preferred stock was designated as Special Voting Preferred Share. The Special Voting Preferred Share entitles the Trustee to exercise the number of votes equal to the number of Exchangeable Shares outstanding on a one-for-one basis during the term of the Trust Agreement. The Special Voting Preferred Share is not entitled to receive any dividends or to receive any assets of the Company upon liquidation and is not convertible into shares of common stock of the Company. The voting rights of the Special Voting Preferred Share will terminate pursuant to and in accordance with the Trust Agreement and the Special Voting Preferred Share will be automatically cancelled.

10.
SHARE CAPITAL
  
 
 
March 31, 2019
 
 
March 31, 2018
 
 
 
Number of shares
 
 
$
 
 
Number of shares
 
 
$
 
Exchangeable Shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance beginning of year
 
 
295,146
 
 
 
295
 
 
 
319,396
 
 
 
319
 
Converted into common shares (d)
 
 
(98,347
)
 
 
(98
)
 
 
(24,250
)
 
 
(24
)
Balance at end of year
 
 
196,799
 
 
 
197
 
 
 
295,146
 
 
 
295
 
Common Shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of the year
 
 
1,368,856
 
 
 
1,369
 
 
 
325,901
 
 
 
326
 
Shares issued to exchangeable shareholders (d)
 
 
98,347
 
 
 
98
 
 
 
24,250
 
 
 
24
 
Shares issued on conversion of loans (b) (c)
 
 
2,194,133
 
 
 
2,194
 
 
 
985,370
 
 
 
986
 
Warrants exercised (a)
 
 
-
 
 
 
-
 
 
 
33,335
 
 
 
33
 
Share consolidation rounding adjustment
 
 
502
 
 
 
-
 
 
 
-
 
 
 
-
 
Balance at end of the year
 
 
3,661,838
 
 
 
3,661
 
 
 
1,368,856
 
 
 
1,369
 
TOTAL SHARES
 
 
3,858,637
 
 
 
3,858
 
 
 
1,664,002
 
 
 
1,664
 
 
 
(a)
During the year ended March 31, 2018, the Company consummated an offer to amend and exercise to its warrant holders, enabling them to exercise their outstanding warrants for $37.50 per share, and as a result, 33,335 common shares were issued for net proceeds of $1,125,038 (Note 12).
 
 
(b)
During the year ended March 31, 2018, the Company converted $9,058,708 of notes payable and interest into 985,370 common shares. Under the terms of this conversion the remaining $1,342,705 of principal and interest was required to be converted into 263,639 common shares, but they were unable to be issued as a result of the Company not having enough authorized shares. The $2,470,622 value of these shares at March 31, 2018 has been classified as a liability until the common shares can be issued. In addition, there was a $376,674 loss recorded in the year connected to the difference of the $2,847,296 market value of the shares at March 31, 2018 and the value of these shares which resulted on the conversion of notes payable, the exercise price of which was based on a 30-day VWAP. The fair value of these shares ($2,847,296), outstanding warrants ($1,394,164) and options ($1,451,393) at March 31, 2018 represented the $5,692,853 liability on the Company’s balance sheet.
 
 
(c)
During the year ended March 31, 2019, after the increase of the number of authorized shares to 500,000,000, the company issued the outstanding 263,639 common shares related to the March 31, 2018 promissory note conversion. In addition, there was a $2,048,697 gain recorded in the year connected to the difference of the market value of the shares, outstanding options and warrants at March 31, 2018 and their value at June 12, 2018, the time of the authorized share increase and share issuance. On July 20, 2018 the Company converted $4,708,306 of notes payable and interest into 683,395 common shares and on March 28, 2019 the Company converted $4,848,117 of notes payable and interest into 1,247,099 common shares. (Note 8)
 
 
(d)
During the year ended March 31, 2019, 98,347 exchangeable shares were exchanged for common shares on a 1 for 1 basis in accordance with their terms. (March 31, 2018 – 24,250 shares)
 
 
(e)
On October 29, 2018, the Company completed a one-for-one hundred and fifty to one (1:150) reverse stock consolidation that has been reflected in all shares and per share amounts, warrants and options.
  
Special Voting Preferred Share
In connection with the Merger (Note 1), on February 26, 2015, the Company entered into a voting and exchange trust agreement (the “Trust Agreement”). Pursuant to the Trust Agreement, the Company issued one Special Voting Preferred Share to the Trustee, and the parties created a trust for the Trustee to hold the Special Voting Preferred Share for the benefit of the holders of the Exchangeable Shares (the “Beneficiaries”). Pursuant to the Trust Agreement, the Beneficiaries will have voting rights in the Company equivalent to what they would have had, had they received shares of common stock in the same amount as the Exchangeable Shares held by the Beneficiaries. In connection with the Merger and the Trust Agreement, effective February 20, 2015, the Company filed a certificate of designation of the Special Voting Preferred Share (the “Special Voting Certificate of Designation”) with the Delaware Secretary of State. Pursuant to the Special Voting Certificate of Designation, one share of the Company’s blank check preferred stock was designated as Special Voting Preferred Share. The Special Voting Preferred Share entitles the Trustee to exercise the number of votes equal to the number of Exchangeable Shares outstanding on a one-for-one basis during the term of the Trust Agreement. The Special Voting Preferred Share is not entitled to receive any dividends or to receive any assets of the Company upon liquidation and is not convertible into shares of common stock of the Company. The voting rights of the Special Voting Preferred Share will terminate pursuant to and in accordance with the Trust Agreement and the Special Voting Preferred Share will be automatically cancelled.