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CONSIDERATION PAYABLE ON ACQUISITIONS
12 Months Ended
Dec. 31, 2025
Consideration Payable On Acquisitions  
CONSIDERATION PAYABLE ON ACQUISITIONS

 

14. CONSIDERATION PAYABLE ON ACQUISITIONS

 

The following table summarizes the movement in consideration payable on acquisitions:

 

       
Consideration payable on acquisitions   $  
Balance, December 31, 2023     360,000  
Buyout of Canopy minority interest     780,000  
Acquisition of an additional 20% membership units in Golden Harvest     1,134,953  
Canopy buyout payments     (271,438 )
Golden Harvests 20% acquisition payments     (530,000 )
Amortization expense     756,906  
Balance, December 31, 2024     2,230,421  
Canopy buyout payments     (173,157 )
Golden Harvests 20% acquisition payments     (437,375 )
Amortization expense     447,592  
Balance, December 31, 2025     2,067,481  
Current portion     455,844  
Non-current portion     1,611,637  

 

14.1 Canopy buyout

 

On April 24, 2024, the Company acquired the 13% non-controlling interest in Canopy, after which the Company owned a 100% interest in Canopy, for aggregate consideration of $780,000 comprised of upfront cash payments of $156,000 and deferred cash payments of $624,000. The deferred cash payments are to be paid in 48 equal installments with a 5.21% interest rate applied. Consideration remaining to be paid at the date of these consolidated financial statements included cash payments of $404,032 with a carrying value of $380,049. During the second quarter of 2025, Canopy was dissolved due to regulatory milestones being achieved related to the cannabis license used in Golden Harvests’ operations.

 

14.2 Golden Harvests

 

On May 1, 2021, the Company acquired a controlling 60% interest in Golden Harvests for aggregate consideration of $1,007,719 comprised of 1,025,000 SV Shares of the Company with a fair value of $158,181 and cash payments of $849,536. On December 1, 2021, the Company and the seller of the 60% controlling interest in Golden Harvests agreed to extend the due date of the cash portion of consideration payable on acquisitions until December 31, 2024, in exchange for monthly payments at a rate of 18% per annum. During the year ended October 31, 2023, 200,000 SV Shares of the Company, issuable since May 1, 2021, with an aggregate fair value of $35,806, were issued to the seller. Consideration remaining to be paid as of December 31, 2025, included cash consideration of $300,000. With a carrying value of $300,000.

 

On April 24, 2024, the Company acquired an additional 20% interest in Golden Harvests for aggregate consideration of $2,342,207 comprised of deferred cash payments of $2,000,0000 (the Initial Purchase Price or “IPP”) plus true-up amounts (the Additional Purchase Price or “APP”). The IPP is to be paid for in thirteen quarterly installments beginning on January 1, 2025. The Company may pay all or part of the cash portion of the consideration payable on business acquisitions after January 1, 2025. The IPP was recorded at its fair value at the date of inception of $1,134,952. IPP remaining to be paid at the date of these consolidated financial statements included cash payments of $1,900,000 with a carrying value of $1,387,432.

 

The APP is calculated on a distribution equivalent basis whereby the seller receives a true-up payment pro-rata based on the proportion of remaining IPP balance at the time of the distribution payment made to the Company. If distribution equivalent amounts in any quarter are in excess of the minimum interest amounts, then no minimum interest amount is due. The distribution equivalent is reduced pro-rata in accordance with amounts paid down against sellers IPP.