Annual report pursuant to Section 13 and 15(d)

SHARE CAPITAL

v3.20.2
SHARE CAPITAL
12 Months Ended
Mar. 31, 2020
SHARE CAPITAL  
SHARE CAPITAL

10.SHARE CAPITAL

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2020

 

March 31, 2019

 

    

Number of shares

    

$

    

Number of shares

    

$

Exchangeable Shares

 

  

 

  

 

  

 

  

Balance beginning of year

 

196,799

 

197

 

295,146

 

295

Converted into common shares (a)

 

(79,116)

 

(79)

 

(98,347)

 

(98)

Balance at end of year

 

117,683

 

118

 

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)

 

79,116

 

79

 

98,347

 

98

Shares issued on conversion of loans (c) (d) (e)

 

1,268,191

 

1,268

 

2,194,133

 

2,194

Share consolidation rounding adjustment (f)

 

 6

 

 —

 

502

 

 —

Balance at end of the year

 

5,009,151

 

5,008

 

3,661,838

 

3,661

TOTAL SHARES

 

5,126,834

 

5,126

 

3,858,637

 

3,858

 

(a)

During the year ended March 31, 2020, 79,116 exchangeable shares were exchanged for common shares on a 1 for 1 basis in accordance with their terms. (March 31, 2019 - 98,347 shares)

(b)

During the year ended March 31, 2020 $9,143,927 of promissory notes and interest were converted into 1,268,191 common shares. These shareholders have price protection until June 10, 2022.

(c)

During the year ended March 31, 2019, after the increase of the number of authorized shares to 500,000,000, the Company issued 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.

(d)

During the year ended March 31, 2019, 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).

(e)

During the year ended March 31, 2019, 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, 2019 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, 2019 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, 2019 represented the $5,692,853 liability on the Company’s balance sheet.

(f)

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.