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NanoXplore Inc. — Interim / Quarterly Report 2021
May 26, 2021
44179_rns_2021-05-26_914bf47a-8006-471c-a4da-5e3aee3a44a5.pdf
Interim / Quarterly Report
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UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine-month periods ended March 31, 2021 and 2020
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Consolidated Statements of Financial Position
| As at March 31, 2021 | As at June 30, 2020 | |
|---|---|---|
| (Unaudited - Expressed in Canadian dollars) | $ | $ |
| Assets | ||
| Current assets | ||
| Cash and cash equivalents | 60,183,252 | 33,796,686 |
| Accounts receivable and contract asset | 11,791,072 | 11,202,100 |
| Inventory | 9,417,075 | 7,116,492 |
| Prepaid expenses and other assets | 993,445 | 557,265 |
| 82,384,844 | 52,672,543 | |
| Non-current assets | ||
| Lease deposits | 58,044 | 58,044 |
| Equipment deposits | 1,658,206 | 1,094,164 |
| Right-of-use assets | 5,141,010 | 5,878,706 |
| Property, plant and equipment_[Note 4]_ | 53,877,959 | 49,680,575 |
| Intangible assets | 3,480,151 | 3,803,674 |
| Goodwill | 460,164 | 460,164 |
| Total assets | 147,060,378 | 113,647,870 |
| Liabilities and Shareholders' Equity | ||
| Current liabilities | ||
| Operating loans_[Note 5]_ | 2,139,450 | 2,152,568 |
| Accounts payable and accrued liabilities | 12,497,416 | 11,092,750 |
| Income taxes payable | — | 339,744 |
| Deferred grant | — | 276,342 |
| Contract liability | 1,438,148 | 946,751 |
| Lease liability due within one year_[Note 5]_ | 1,651,386 | 1,839,242 |
| Long-term debt due within oneyear [Note 5] | 3,802,655 | 2,713,735 |
| 21,529,055 | 19,361,132 | |
| Non-current liabilities | ||
| Defined benefit liabilities | 1,225,237 | 1,310,464 |
| Lease liability_[Note 5]_ | 8,171,318 | 9,296,633 |
| Long-term debt_[Note 5]_ | 9,286,516 | 12,831,087 |
| Convertible debentures - Loan_[Note 5, 6]_ | — | 8,156,305 |
| Deferred tax liabilities | 1,353,612 | 1,724,987 |
| Total liabilities | 41,565,738 | 52,680,608 |
| Shareholders’ equity | ||
| Share capital_[Note 6]_ | 139,933,621 | 84,837,145 |
| Reserve | 3,697,496 | 3,588,215 |
| Convertible debentures - Options_[Note 6]_ | — | 2,240,000 |
| Foreign currency translation reserve | 67,707 | 58,505 |
| Deficit | (38,204,184) | (29,756,603) |
| Total shareholders' equity | 105,494,640 | 60,967,262 |
| Total liabilities and shareholders' equity | 147,060,378 | 113,647,870 |
See accompanying notes to unaudited condensed interim consolidated financial statements
Note 1 – Nature of operations and liquidity risk Note 10 – Subsequent event
Approved on behalf of the Board of Directors
Soroush Nazarpour
Soroush Nazarpour
Benoit Gascon
Benoit Gascon
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Consolidated Statements of Loss and Comprehensive loss
| Three-month | periods ended | Nine-month | periods ended | |
|---|---|---|---|---|
| March 31, | March 31, | |||
| 2021 | 2020 | 2021 | 2020 | |
| (Unaudited - Expressed in Canadian dollars) | $ | $ | $ | $ |
| Revenues | ||||
| Revenues from customers | 17,619,603 | 14,543,180 | 47,045,864 | 51,709,008 |
| Other income | 802,133 | 323,000 | 4,416,370 | 873,771 |
| 18,421,736 | 14,866,180 | 51,462,234 | 52,582,779 | |
| Cost of Sales and Expenses | ||||
| Cost of sales | 16,193,459 | 11,981,803 | 41,465,413 | 44,089,794 |
| Research and development expenses | 969,435 | 810,177 | 2,586,803 | 2,346,288 |
| Selling, general and administrative expenses | 3,074,499 | 2,926,542 | 9,672,442 | 8,648,102 |
| Share-based compensation expenses | 187,270 | 128,634 | 449,351 | 549,825 |
| Depreciation (production) | 1,109,720 | 766,029 | 3,179,045 | 2,287,618 |
| Depreciation (other) | 344,277 | 222,810 | 1,097,805 | 643,594 |
| Amortization | 134,492 | 147,020 | 418,327 | 445,037 |
| Foreign exchange | 13,320 | 591,172 | 31,782 | 503,269 |
| 22,026,472 | 17,574,187 | 58,900,968 | 59,513,527 | |
| Operating loss | (3,604,736) | (2,708,007) | (7,438,734) | (6,930,748) |
| Interest on operating loans, long-term debt and convertible debentures | (234,732) | (305,528) | (1,215,145) | (994,994) |
| Interest accretion on lease liability | (140,382) | (93,106) | (371,239) | (279,237) |
| Interest revenue | 41,817 | 86,375 | 144,559 | 348,038 |
| Loss before income taxes | (3,938,033) | (3,020,266) | (8,880,559) | (7,856,941) |
| Current income tax recovery (expense) | 6,618 | (22,044) | 12,688 | (79,238) |
| Deferred income tax recovery | 57,634 | 48,931 | 371,801 | 346,212 |
| 64,252 | 26,887 | 384,489 | 266,974 | |
| Loss for the period | (3,873,781) | (2,993,379) | (8,496,070) | (7,589,967) |
| Other comprehensive loss | ||||
| Items that may be subsequently reclassified to profit and loss: | ||||
| Exchange differences on translation of foreign | ||||
| subsidiaries | 36,373 | 40,767 | 9,202 | 72,796 |
| Items that will not be reclassified to profit and loss: | ||||
| Retirement benefits – Net actuarialgains | 264,254 | 141,611 | 48,489 | 34,887 |
| Total comprehensive loss | (3,573,154) | (2,811,001) | (8,438,379) | (7,482,284) |
| Loss per share | ||||
| Basic and diluted | (0.03) | (0.02) | (0.06) | (0.06) |
| Weighted average number of common shares outstanding | ||||
| (basic and diluted) | 152,264,615 | 120,995,810 | 144,786,869 | 119,954,033 |
In light of the loss recognized for the periods, every outstanding conversion options and stock options were excluded from the calculation of diluted loss per share due to their anti-dilutive effect.
See accompanying notes to unaudited condensed interim consolidated financial statements
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Consolidated Statements of Changes in Shareholders’ Equity
| Convertible | Foreign currency | ||||||
|---|---|---|---|---|---|---|---|
| Number of | debentures - | translation | Shareholders’ | ||||
| common | Share capital | Reserve | Options | reserve | Deficit | equity | |
| (Unaudited - Expressed in Canadian dollars) | shares | $ | $ | $ | $ | $ | $ |
| Balance as at June 30, 2019 | 111,630,159 | 53,445,389 | 3,604,511 | 2,240,000 | 12,927 | (21,207,102) | 38,095,725 |
| Loss for the period | — | — | — | — | — | (7,589,967) | (7,589,967) |
| Othercomprehensiveloss | — | — | — | — | 72,796 | 34,887 | 107,683 |
| Comprehensive loss for the period | — | — | — | — | 72,796 | (7,555,080) | (7,482,284) |
| Exercise of warrants and Broker Warrants | 9,365,651 | 7,091,727 | (649,686) | — | — | — | 6,442,041 |
| Share-based compensation | — | — | 549,825 | — | — | — | 549,825 |
| Balance as at March 31, 2020 | 120,995,810 | 60,537,116 | 3,504,650 | 2,240,000 | 85,723 | (28,762,182) | 37,605,307 |
| Loss for the period | — | — | — | — | — | (682,833) | (682,833) |
| Othercomprehensiveloss | — | — | — | — | (27,218) | (311,588) | (338,806) |
| Comprehensive loss for the period | — | — | — | — | (27,218) | (994,421) | (1,021,639) |
| Private placement (net of issuing costs of $621,240) | 19,230,800 | 24,300,029 | — | — | — | — | 24,300,029 |
| Share-based compensation | — | — | 83,565 | — | — | — | 83,565 |
| Balance as at June 30, 2020 | 140,226,610 | 84,837,145 | 3,588,215 | 2,240,000 | 58,505 | (29,756,603) | 60,967,262 |
| Loss for the period | — | — | — | — | — | (8,496,070) | (8,496,070) |
| Othercomprehensiveloss | — | — | — | — | 9,202 | 48,489 | 57,691 |
| Comprehensive loss for the period | — | — | — | — | 9,202 | (8,447,581) | (8,438,379) |
| Issuance of common shares (net of issuing costs of $2,617,433)[Note 6] | 11,500,000 | 43,382,567 | — | — | — | — | 43,382,567 |
| Exercise of stock options | 653,667 | 1,112,221 | (340,070) | — | — | — | 772,151 |
| Conversion of the convertible debentures_[Note 6]_ | 5,434,782 | 10,601,688 | — | (2,240,000) | — | — | 8,361,688 |
| Share-based compensation | — | — | 449,351 | — | — | — | 449,351 |
| Balance as at March 31, 2021 | 157,815,059 | 139,933,621 | 3,697,496 | — | 67,707 | (38,204,184) | 105,494,640 |
See accompanying notes to unaudited condensed interim consolidated financial statements
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Consolidated Statements of Cash Flows
| Nine-month periods ended March 31, | Nine-month periods ended March 31, | Nine-month periods ended March 31, |
|---|---|---|
| 2021 | 2020 | |
| (Unaudited - Expressed in Canadian dollars) | $ | $ |
| Cash flows from operating activities | ||
| Loss for the period | (8,496,070) | (7,589,967) |
| Items not affecting cash: | ||
| Depreciation and amortization | 4,695,177 | 3,376,249 |
| Share-based compensation expenses | 449,351 | 549,825 |
| Interest accretion on lease liability | 371,239 | 279,237 |
| Interest accretion on long-term debt and convertible debentures | 234,106 | 288,027 |
| Other financial expenses | 200,927 | 118,201 |
| Deferred income tax recovery | (371,801) | (346,212) |
| Difference between amounts paid for employee benefits and current period expenses | 76,207 | 43,794 |
| Net change in fair value of foreign exchange derivatives | (675,182) | 707,555 |
| Unrealized foreign exchange | 169,524 | (93,154) |
| Changes in non-cash operating working capital items: | ||
| Accounts receivable and contract asset | 791,335 | 3,551,940 |
| Inventory | (1,349,281) | 550,453 |
| Prepaid expenses and other assets | (444,947) | 39,862 |
| Accounts payable and accrued liabilities | (364,052) | (4,507,414) |
| Income taxes payable | (326,374) | (10,891) |
| Deferred grant | (276,342) | (231,745) |
| Contract liability | 496,289 | (2,010,907) |
| (4,819,894) | (5,285,147) | |
| Cash flows from financing activities | ||
| Issuance of common shares | 46,000,000 | — |
| Issuing costs | (2,617,433) | — |
| Exercise of stock options, warrants and broker warrants | 772,151 | 6,442,041 |
| Variation of operating loans | 67,890 | 100,000 |
| Repayment of lease liability | (1,815,743) | (1,553,861) |
| Repayment of long-term debt | (2,446,298) | (1,486,878) |
| 39,960,567 | 3,501,302 | |
| Cash flows from investing activities | ||
| Variation of lease deposits |
— | 7,450 |
| Variation of equipment deposits |
(564,042) | (379,645) |
| Business acquisition_[Note 3]_ | (2,303,450) | — |
| Balance of purchase price of business acquisition | — | (538,188) |
| Additions to intangible assets | (98,712) | — |
| Additions toproperty,plant and equipment | (5,705,428) | (14,605,541) |
| (8,671,632) | (15,515,924) | |
| Change in cash and cash equivalents |
26,469,041 | (17,299,769) |
| Net effect of currency exchange rate on cash |
(82,475) | 34,528 |
| Cash and cash equivalents, beginning ofperiod |
33,796,686 | 27,819,140 |
| Cash and cash equivalents, end ofperiod | 60,183,252 | 10,553,899 |
| Interest paid | 1,375,875 | 1,721,451 |
| Additions to property, plant and equipment included in accounts payable and accrued liabilities | 581,908 | 2,727,320 |
| Additions of investment tax credit against the property, plant and equipment included in accounts | ||
| receivable and contract asset | 1,000,000 | — |
See accompanying notes to unaudited condensed interim consolidated financial statements
4
NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE-MONTH PERIODS ENDED MARCH 31, 2021 AND 2020
[EXPRESSED IN CANADIAN DOLLARS]
[Unaudited and not reviewed – Unless specified otherwise, amounts are expressed in Canadian dollars]
1. NATURE OF OPERATIONS AND LIQUIDITY RISK
NanoXplore Inc., and its subsidiaries (together “NanoXplore” or the “Company”), is a graphene company, a manufacturer and supplier of high-volume graphene powder for use in industrial markets. Also, the Company provides standard and custom graphene-enhanced plastic and composite products to various customers in transportation, packaging, electronics, and other industrial sectors. The Company was formed by amalgamation under the Canada Business Corporations Act by certificate of amalgamation dated September 21, 2017 and is headquartered at 4500 Thimens Blvd, Montreal, QC, Canada.
NanoXplore Inc. is listed on the TSX Venture Exchange and has traded under “GRA” and is also listed on the OTCQX and has traded under “NNXPF”.
On September 11, 2020, through its wholly-owned indirect subsidiary RMC Advanced Technologies Inc., the Company acquired substantially all of the assets of CSP Composites, LLC, Continental Structural Plastics, Inc. and Continental Structural Plastics of North Carolina, Inc. (collectively, “CSP”) used in connection with its lightweight composite solutions and material business as conducted at 1400 Burris Road, Newton, North Carolina (Note 3) .
Subsequently to the period, on April 15, 2021, NanoXplore and Martinrea International Inc. (“Martinrea”) formed a joint venture named VoltaXplore Inc (“VoltaXplore”), a battery-based initiative to service the electric transportation and grid storage market (Note 10) .
COVID-19 Pandemic
On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic and recommended various containment and mitigation measures. Since then, extraordinary actions have been taken by public health and governmental authorities across the globe to contain the spread of COVID-19, including travel bans, social distancing, quarantines, stay-at-home orders and similar mandates for many businesses to reduce or cease normal operations.
Even though our manufacturing operation resumed during the month of May 2020, the COVID-19 global pandemic had and continues to have a significant negative impact on our customers’ business activities. This slowdown of manufacturing operations and dissipation of customer demand had a negative impact on the Company’s financial results since the second half of March 2020.
The COVID-19 pandemic had an adverse effect on our business, results of operations, cash flows and financial position. However, the full impact cannot be determined at this time. The extent of the impact will depend on various factors, including the possibility of future shutdowns, impact on customers and suppliers, the rate at which economic conditions, and operations return to pre-COVID levels, any continued or future governmental orders or lock-downs due to this wave of COVID-19, or any future wave, and the potential for a recession in key markets due to the effect of the pandemic.
The discovery of several effective vaccines and their deployment allows us to hope for an end to the crisis. Until the situation is stable, the Company will continue to respond in a measured, prudent and decisive manner with continued emphasis on health and safety, cash conservation and the maintenance of its liquidity position.
Liquidity risk
Management believes that the Company has sufficient funds to meet its obligations, operating expenses and some development expenditures for the ensuing 12 months as they fall due. The Company’s ability to continue its development activities is dependent on the impact of Covid-19 and the speed of introduction of graphene products into different industries. The graphene commercial activity is in the commercial introduction stage and, as a result, the Company has minimal sources of operating revenue from those operations and could be dependent on external financing to fund its continued development program, if the beginning of the commercial operation of the graphene activity is delayed. The Company’s main sources of funding have been the issuance of equity securities for cash (note 6) , debt, and funds from the government of Quebec with respect to R&D tax credits, from Sustainable Development Technology Canada (“SDTC”) and from the Canada emergency wage subsidies program.
The unaudited condensed interim consolidated financial statements of NanoXplore for the three and nine-month periods ended March 31, 2021 and 2020 were reviewed, approved, and authorized for issue by the Company’s Board of Directors on May 26, 2021.
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NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE-MONTH PERIODS ENDED MARCH 31, 2021 AND 2020
[EXPRESSED IN CANADIAN DOLLARS]
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The unaudited condensed interim consolidated financial statements of the Company and its subsidiaries for the three and ninemonth periods ended March 31, 2021 and 2020 have been prepared in accordance with International Financial Reporting Standards [“IFRS”], as issued by the International Accounting Standards Board [“IASB”]. These unaudited condensed interim consolidated financial statements were prepared in accordance with IAS 34, Interim Financial Reporting.
These unaudited condensed interim consolidated financial statements are presented in Canadian dollars, the Company’s functional currency, except where otherwise indicated. Each entity of the Company determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.
The significant accounting judgments, estimates and assumptions used in these unaudited condensed interim consolidated financial statements are consistent with those disclosed in the most recent audited annual consolidated financial statements for the year ended June 30, 2020.
These unaudited condensed interim consolidated financial statements have been prepared on a going concern basis, at historical cost, except for financial assets and liabilities classified as financial assets/liabilities at fair value through profit or loss and measured at fair value. Management considers that the fair value of financial assets and liabilities recorded in the financial statements approximates the carrying amount.
Basis of consolidation
The unaudited condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries. The subsidiaries are using consistent accounting policies and the same reporting period as the parent company. All intercompany transactions, balances and unrealized gains or losses have been eliminated.
Standards, interpretations and amendments to published standards adopted with an effect on the unaudited condensed interim consolidated financial statements
The same accounting policies and methods of computation are followed in these unaudited condensed interim consolidated financial statements as compared with the most recent annual consolidated financial statements. The unaudited condensed interim consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes for the year ended June 30, 2020, except for the amendments to certain accounting standards which are relevant to the Company and were adopted by the Company as of July 1, 2020 as described below:
AMENDMENT TO IFRS16 – COVID-19 RELATED RENT CONCESSIONS
On May 28, 2020, the IASB issued COVID-19-Related Rent Concessions – Amendment to IFRS 16. Under certain conditions, this amendment allows a lessee to recognize any COVID-19 related rent concession in the same way it would account for the change under IFRS 16 if the change were not a lease modification. There has been no impact of the adoption of this amendment as at July 1, 2020.
AMENDMENTS TO IFRS 3 – BUSINESS COMBINATIONS
The amendments to IFRS 3 clarifies the definition of a business and includes an optional concentration test to determine whether an acquired set of activities and assets is a business. There has been no impact of the adoption of this amendment as at July 1, 2020.
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NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE-MONTH PERIODS ENDED MARCH 31, 2021 AND 2020
[EXPRESSED IN CANADIAN DOLLARS]
3. BUSINESS COMBINATIONS
On September 11, 2020, through its wholly-owned indirect subsidiary RMC Advanced Technologies Inc., the Company acquired substantially all of the assets of CSP used in connection with its lightweight composite solutions and material business as conducted at 1400 Burris Road, Newton, North Carolina, for an unadjusted purchase price of US$3,500,000. The purchase price was reduced by an inventory adjustment of US$128,929. This acquisition was concluded to expand the Company’s business in the United States.
CSP employs nearly thirty people and operates mainly in the markets of composite products for heavy trucks and machinery. It sells its products to original equipment manufacturers and distributors in the United States, Canada and South America.
This transaction was financed using the Company’s available cash. The adjusted purchase price of US$3,371,071 [$4,437,197] is payable in two installments:
-
(i) US$1,750,000 at the closing date; and
-
(ii) US$1,621,071 12 months after the closing date and is recorded under Accounts payable and accrued liabilities in the consolidated statements of financial position.
This transaction qualifies as a business combination and was accounted for using the acquisition method of accounting under IFRS 3, Business Combination. To account for the transaction, the Company has performed a preliminary business valuation of CSP at the date of acquisition and a preliminary purchase price allocation. At the time of issuance of these consolidated financial statements, certain aspects of the valuation and purchase price allocation are not finalized due to the unavailability of some information. The work will be completed within 12 months of the acquisition date.
| Net identifiable assets acquired: Inventory Property, plant and equipment Total consideration: Consideration paid or to be paid in cash |
$ |
|---|---|
| 1,014,930 3,422,267 |
|
| 4,437,197 | |
| 4,437,197 | |
| 4,437,197 |
Since September 11, 2020, the assets acquired are included in the consolidated statement of financial position and the operating results are reflected in the Company’s consolidated statement of loss.
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NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE-MONTH PERIODS ENDED MARCH 31, 2021 AND 2020
[EXPRESSED IN CANADIAN DOLLARS]
4. PROPERTY, PLANT AND EQUIPMENT
| Balance as at June 30, 2019 Additions Disposals Depreciation Effect of foreign exchange differences Balance as at June 30, 2020 Additions Acquired in a business combination Disposals Depreciation Effect of foreign exchange differences Balance as at March 31, 2021 As at June 30, 2020 Cost Accumulated depreciation Net book value As at March 31, 2021 Cost Accumulated depreciation Net book value |
Land & Building Production equipment Leasehold improvements Laboratory, computer, office equipment and rolling stock Total $ $ $ $ $ |
|---|---|
| 13,051,792 16,891,365 24,153 608,022 30,575,332 490,340 18,521,113 2,004,565 914,003 21,930,021 – (12,377) – – (12,377) (546,577) (2,178,927) (79,334) (252,682) (3,057,520) 110,627 126,025 – 8,467 245,119 |
|
| 13,106,182 33,347,199 1,949,384 1,277,810 49,680,575 381,265 4,107,742 50,625 288,051 4,827,683 1,351,375 2,053,805 – 17,087 3,422,267 – (21,374) – (53,154) (74,528) (435,918) (2,362,312) (180,001) (455,525) (3,433,756) (245,600) (268,864) – (29,818) (544,282) |
|
| 14,157,304 36,856,196 1,820,008 1,044,451 53,877,959 |
|
| 13,773,000 37,773,362 2,085,634 1,869,645 55,501,641 (666,818) (4,426,163) (136,250) (591,835) (5,821,066) |
|
| 13,106,182 33,347,199 1,949,384 1,277,810 49,680,575 |
|
| 15,333,720 43,725,330 2,136,259 2,100,756 63,296,065 (1,176,416) (6,869,134) (316,251) (1,056,305) (9,418,106) |
|
| 14,157,304 36,856,196 1,820,008 1,044,451 53,877,959 |
The majority of property, plant and equipment is pledged as security for the credit facilities (Note 5).
Additions of production equipment under lease during the period ended amounted to $75,677 [As at June 30, 2020 – $2,746,297]. Leased assets are pledged as security for the related lease liability.
As at March 31, 2021, there are $2,053,636 and $5,416,048 of building and production equipment, respectively, that are not yet available for use and for which depreciation has not started [As at June 30, 2020 – $2,219,215, $18,963,271 and $335,815 of building, production equipment and computer].
5. CREDIT FACILITIES
| Operating loans, fixed and variable rates – Authorized amount of $9,839,450 Convertible debentures – Loan[Note 6] Lease liability Long-term debt, fixed and variable rates Less: current portion of operating loans Less: current portion of lease liability Less: current portion of long-term debt |
Maturity Effective interest rate % |
As at March 31, 2021 As at June 30, 2020 $ $ |
|---|---|---|
2021 2.7% to 4.1% December 2023 13.1% 2021 to 2030 0.8% to 6.2% 2021to 2028 2.5% to 10.0% |
2,139,450 2,152,568 – 8,156,305 9,822,704 11,135,875 13,089,171 15,544,822 |
|
| 25,051,325 36,989,570 2,139,450 2,152,568 1,651,386 1,839,242 3,802,655 2,713,735 |
||
| 17,457,834 30,284,025 |
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NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE-MONTH PERIODS ENDED MARCH 31, 2021 AND 2020
[EXPRESSED IN CANADIAN DOLLARS]
Under these agreements, the Company has agreed to respect certain conditions and financial ratios. As at March 31, 2021, all conditions and financial ratios were met. Several movable hypothecs on specific assets of the Company and its subsidiaries and on the universality of the Company's present and future, tangible and intangible assets have been given as security for these long-term debt and credit facilities.
6. EQUITY
Pursuant to the convertible debentures conversion option, as the volume-weighted average trading price of the common shares was greater than $3.00 for 20 consecutive trading days, $10,000,000 of the convertible debentures principal amount was converted into common shares of the Company at a price of $1.84 per common share on December 8, 2020, resulting in the issuance of 5,434,782 common shares of the Company. This has also resulted in a $2,240,000 transfer from “Convertible debentures – Options” to “Share capital”.
On February 12, 2021, the Company completed a financing by way of short form prospectus of 11,500,000 common shares at a price of $4.00 per share for gross proceeds of $46,000,000. The Company intends to use the net proceeds of the financing for battery initiatives, debt reduction, sales and marketing of graphene and for general corporate purposes. The aggregate issuance costs related to this issuance, including the commission, were $2,617,433 and were paid in cash.
7. RELATED PARTY TRANSACTIONS
Martinrea is a shareholder of the Company with significant influence. During the three and nine-month periods ended March 31, 2021, a subsidiary of Martinrea purchased graphene-enhanced products from the Company for an amount of $11,310 and $17,556 respectively [2020 – Martinrea exercised 2,750,000 warrants for an amount of $1,925,000].
8. SEGMENTED DISCLOSURE
Our Chief Operating Decision Maker analyzes the information for the Company as a whole on a consolidated basis only and, as such, the Company determined it has only one operating segment. Revenues are generated from our activities in Canada, in the United States and in Switzerland and all sales of products come from enhanced plastics and composite products.
9. COMMITMENTS
The Company has committed to purchase raw materials from certain suppliers within two years.
As at March 31, 2021, the Company held options for a minimum of US$8.3 million and a maximum of US$12.2 million depending on the exchange rate of such derivative contracts. Rates vary from 1.2800 to up to 1.3601. The contracts are valid until December 2022. The carrying value of the derivative foreign currency forward exchange contracts amounted to $463,809 as at March 31, 2021 and was included in Accounts receivable and contract asset [June 30, 2020 – $211,373 included in Accounts payable and accrued liabilities].
10. SUBSEQUENT EVENT
On April 15, 2021, NanoXplore and Martinrea formed a joint venture named VoltaXplore Inc., a battery-based initiative to service the electric transportation and grid storage market. The Company and Martinrea have each invested $4,000,000 initially into VoltaXplore as startup capital to support the construction of demonstration facility. The investment in VoltaXplore will be accounted for using the equity method.
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