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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

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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]


[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.

5

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.

6

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

8

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.

9