balance sheet $DTMXF
https://www.otcmarkets.com/otcapi/company/financial-report/393593/content
In June 2023, the Company granted 29,500,000 stock options with an exercise price of $0.08 expiring on June 9, 2025.
The options vested immediately. The fair value was calculated to be $1,052,338 using the Black-Scholes option pricing
model with the following assumptions: (1) expected life of the option: 2 years, (2) expected volatility: 78%, (3) expected
dividend yield: 0%, and (4) risk-free interest rate: 4.36%.
In August 2023, the Company granted 5,000,000 stock options with an exercise price of $0.07 expiring on August 14,
2025.
The options vested immediately. The fair value was calculated to be $160,857 using the Black-Scholes option
pricing model with the following assumptions: (1) expected life of the option: 2 years, (2) expected volatility: 81%, (3)
expected dividend yield: 0%, and (4) risk-free interest rate: 4.64%.
During the period ended December 31, 2023, the Company recorded stock-based compensation of $1,213,194 (2022 -
$Nil) related to stock options.
Warrants
On June 18, 2023, a total of 60,000,000 warrants with an exercise price of $0.26 expired. As of December 31, 2023, there
were no warrants issued and outstanding.
Capital management
The Company manages its capital to ensure that it will be able to continue as a going concern while maximizing the return
to stakeholders through a suitable debt and equity balance appropriate for an entity of the Company’s size and status. The
Company’s overall strategy remains unchanged from the prior year.
The capital structure of the Company consists of shareholders’ equity, which totaled $10,328,553 at December 31, 2023
(December 31, 2022 - $22,768,645). The availability of new capital will depend on many factors including positive stock
market conditions, results of operations thereby access to suitable debt products, and the experience of management. The
Company is not subject to any external covenants on its capital.
Acquisitions
Ronin
In January 2019, the Company issued a statement of claim in the Ontario Superior Court of Justice against various vendors
in connection to the Ronin Blockchain Corp. Transaction (“Ronin Vendors”). Some of the defendants have counterclaimed
for shares of the Company allegedly owing under the share purchase agreement, under which the Company acquired Ronin
Blockchain Corp. (subsequently dissolved), as well as damages. The action and counterclaim have not proceeded beyond
the close of pleadings. On March 12, 2019, the Company entered into a final settlement with a 25% owner of the Ronin
Vendors, and issued 2,000,000 common shares in satisfaction of an aggregate of $100,000 of indebtedness. As at
December 31, 2023 and December 31, 2022, claims against the Company from the remaining Ronin Vendors amounted to
a balance of $1,875,000, which is included in “Provisions”.
EVS
In June 2022, the Company completed the acquisition of EVS, an arm’s length privately held electric vehicle charging
solution company incorporated under the laws of the Province of British Columbia, and issued 66,666,667 common shares
(note 10) valued at $9,333,333. The acquisition of EVS was accounted as an asset acquisition. The purchase price of
$9,333,333 was allocated as follows:
Purchase price $ 9,333,333
Patents and developed technologies (note 5) $ 4,272,000
Consideration paid in excess of asset acquired $ 5,061,333
The Company has accounted for the transaction as an asset acquisition under the scope of IFRS 2, Share Based Payments.
Consideration consisted entirely of shares of the Company which were measured at the fair value of assets acquired.
Management determined the fair value of the patents and developed technologies based on an external valuation. The
difference between the fair value of the common shares issued of $9,333,333 and the fair value attributed to the identifiable
intangible assets of $4,272,000 did not meet the criteria for recognition as an asset and consisted of unidentifiable goods
or services, which were recognized at $5,061,333 in profit or loss.
On November 13, 2023, the Company entered into an agreement related to the sale of EVS to New World. Pursuant to the
agreement, New World agreed to acquire EVS for an aggregate purchase price of up to $3,750,000, contingent upon EVS
achieving certain milestones.
The Company may receive up to an additional $3,000,000 in Earn-Out Payments contingent
upon EVS’s fulfillment of certain post-closing performance metrics. Included in amounts receivable at December 31, 2023
was $750,000 related to this sale. The sale resulted in a loss on deconsolidation of $1,972,624, which included cash balance
of $240, intangible assets of $1,419,000, property and equipment of $1,374,542, prepaids and other assets of $228,645 and
accounts payable and accrued liabilities of $299,803.
Imagine Health
In November 2022, the Company entered into a Share Purchase Agreement under which the Company acquired all of the
issued and outstanding shares of Imagine Health located in Calgary, Alberta and Edmonton, Alberta. The purchase price
was as follows: cash payment of $1,300,000 (paid), issuance of 5,000,000 common shares of the Company (issued) (note
10) and the issuance of a secured vendor take-back note with a principal amount of $800,000 payable in installments of 6,
12, and 18 months from the date of issuance (the “Note”) (note 8). The Note is secured by the assets of Imagine Health.
In addition, the Share Purchase Agreement includes a covenant to expand Imagine Health by way of working and growth
capital contribution of up to $1,000,000 to Imagine Health over a period of 12 months from the date of the acquisition.
Subsequent events
In January 2024, the Company granted 22,100,000 restricted share units (“RSU”) in accordance with the Company’s
omnibus incentive plan to employees, directors, and consultants of the Company. Each RSU entitles the holder to acquire
one Common Share on vesting, and the RSUs vest 50% effective immediately, and 50% on April 15, 2024.
The Plan was
approved by the shareholders of the Company at the Annual and Special Meeting Shareholders on December 14,2023.
In February 2024, the Company granted 12,500,000 RSUs to employees, directors, and consultants of the Company.
Each RSU entitles the holder to acquire one Common Share on vesting, and the RSUs vest 12 months from the date of grant.
In February 2024, the Company closed the non-brokered private placement of 50,000,000 units of the Company at a price
of $0.02 per unit for aggregate gross proceeds of $1,000,000.
Each Unit consists of one (1) common share of the Company
("Share") and one (1) common share purchase warrant ("Warrant").
Each Warrant entitles the holder to acquire one
additional Share of the Company at a price of $0.05 per Share for a period of two (2) years from the date of issuance. In
connection with the Private Placement, the Company paid cash finder's fees of $3,200 and issued 160,000 broker warrants
("Broker Warrants") on gross proceeds raised by eligible arm's length parties. Each broker Warrant is exercisable to acquire
one Share of the Company at a price of $0.05 for a period of two (2) years. Insiders of the Company have participated in
the Private Placement by subscribing for 5,250,000 Units.
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