Item 1. Financial Statements
Item 1. Financial Statements.
Our unaudited condensed financial statements for the six-month period ended February 28, 2023 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.
ENERTOPIA CORP.
UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
(Expressed in U.S. Dollars)
February 28
August 31
2023
2022
ASSETS
Current
Cash
$
305,248
$
615,207
Marketable securities (Note 4)
2,431,269
2,443,750
Accounts receivable
2,345
4,877
Prepaid expenses and deposit (Note 13)
293,463
139,307
Total Current Assets
3,032,325
3,203,141
Non-current assets, net
Mineral property (Note 5)
10,500
10,500
TOTAL ASSETS
$
3,042,825
$
3,213,641
LIABILITIES
Current
Accounts payable and accrued liabilities
$
302,812
$
293,446
Due to related party (Note 8)
33,997
64,409
Total Liabilities
336,809
357,855
STOCKHOLDERS' EQUITY (DEFICIENCY)
Share Capital (Note 9)
Authorized:
200,000,000 common voting shares with a par value of $ 0.001 per share
Issued and outstanding:
155,166,088 common shares at February 28, 2023 and 155,116,088 at August 31, 2022
155,167
155,117
Additional paid-in capital (Note 10)
15,397,607
15,395,657
Deficit
( 12,846,661
)
( 12,694,988
)
Equity attributable to shareholders of the Company
2,706,113
2,855,786
Non-controlling interest
( 97
)
-
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
3,042,825
$
3,213,641
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
F-1
ENERTOPIA CORP.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
(Expressed in U.S. Dollars)
COMMON STOCK
SHARES
AMOUNT
ADDITIONAL
PAID-IN CAPITAL
ACCUMULATED
DEFICIT
NON-
CONTROLLING
INTEREST
TOTAL
STOCKHOLDERS'
EQUITY(DEFICIT)
Balance, August 31, 2021
139,211,700
139,213
14,524,341
( 14,669,395
)
-
( 5,841
)
Warrants exercised
2,791,000
2,791
128,599
-
-
131,390
Stock options granted on Sept 1
-
-
23,056
-
-
23,056
Comprehensive loss
-
-
-
( 116,219
)
-
( 116,219
)
Balance, November 30, 2021
142,002,700
142,004
14,675,996
( 14,785,614
)
-
32,386
Shares issued for hydrogen technology
2,000,000
2,000
98,400
-
-
100,400
Shares issued for investment in Joint Venture
10,000,000
10,000
440,000
-
-
450,000
Shares issued for services
1,000,000
1,000
41,300
-
-
42,300
Stock options granted
-
-
32,821
-
-
32,821
Stock options exercised
113,388
113
( 113
)
-
-
-
Comprehensive loss
-
-
-
( 738,508
)
-
( 738,508
)
Balance, February 28, 2022
155,116,088
$
155,117
$
15,288,404
$
( 15,524,122
)
$
-
$
( 80,601
)
Comprehensive income
-
-
-
3,635,630
-
3,635,630
Balance, May 31, 2022
155,116,088
$
155,117
$
15,288,404
$
( 11,888,492
)
$
-
$
3,555,029
Stock options granted
-
-
107,253
-
-
107,253
Comprehensive loss
-
-
-
( 806,496
)
-
( 806,496
)
Balance, August 31, 2022
155,116,088
$
155,117
$
15,395,657
$
( 12,694,988
)
$
-
$
2,855,786
Comprehensive loss
-
-
-
( 446,834
)
-
( 446,834
)
Balance, November 30, 2022
155,116,088
$
155,117
$
15,395,657
$
( 13,141,822
)
$
-
$
2,408,952
Warrants issued for cash
50,000
50
1,950
-
-
2,000
Non controlling interest
-
-
-
-
( 97
)
( 97
)
Comprehensive loss
-
-
-
295,161
-
295,161
Balance, February 28, 2023
155,166,088
$
155,167
$
15,397,607
$
( 12,846,661
)
$
( 97
)
$
2,706,016
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
F-2
ENERTOPIA CORP.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS (UNAUDITED)
(Expressed in U.S. Dollars)
THREE MONTHS ENDED
SIX MONTHS ENDED
February 28
February 28
February 28
February 28
2023
2022
2023
2022
Expenses
Accounting and audit
$
38,293
$
9,795
$
49,550
$
12,465
Consulting (Note 6, 8)
37,250
90,414
101,744
147,506
Fees and dues
19,239
10,970
40,434
16,975
Investor relations
19,269
8,608
39,642
20,356
Legal and professional
54,352
6,478
74,344
26,062
Office and miscellaneous
32,225
6,325
54,761
13,921
Mineral exploration costs
5,048
3,298
8,035
10,333
Research and development
41,826
645,912
57,352
651,137
Total expenses
247,502
781,800
425,862
898,755
Loss for the period before other items
( 247,502
)
( 781,800
)
( 425,862
)
( 898,755
)
Other income (expense)
Foreign exchange gain (loss)
( 1,145
)
( 1,329
)
( 2,357
)
( 1,042
)
Realized gain (loss) on marketable securities
( 122,741
)
( 7,641
)
( 122,741
)
( 7,641
)
Realized foreign exchange gain (loss) on marketable securities
( 11,403
)
-
( 11,403
)
-
Unrealized gain (loss) on marketable securities
695,470
2,262
547,308
2,711
Unrealized foreign exchange gain (loss) on marketable securities
( 17,615
)
-
( 136,715
)
-
Gain from mineral property sale
-
50,000
-
50,000
Net income (loss) for the period
295,064
( 738,508
)
( 151,770
)
( 854,727
)
Net loss attributable to:
Common shareholders
295,161
( 738,508
)
( 151,673
)
( 854,727
)
Non controlling interest
( 97
)
-
( 97
)
-
Basic and diluted income (loss) per share
Basic
$
0.00
$
( 0.00
)
$
( 0.00
)
$
( 0.01
)
Diluted
$
0.00
$
( 0.00
)
$
( 0.00
)
$
( 0.01
)
Weighted average number of common shares outstanding
- Basic
155,122,755
151,986,777
155,119,403
146,780,966
- Diluted
169,146,124
151,986,777
155,119,403
146,780,966
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
F-3
ENERTOPIA CORP.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)
(Expressed in U.S. Dollars)
SIX MONTHS ENDED
February 28
February 28
2023
2022
Cash flows used in operating activities
Net Income (Loss)
$
( 151,770
)
$
( 854,727
)
Changes to reconcile net loss to net cash used in operating activities
Shares issued for consulting
-
42,300
Shares issued for battery management system
-
450,000
Shares issued for hydrogen technology
-
100,400
Stock based compensation
-
55,877
Income from mineral property sale
-
( 50,000
)
Unrealized gain on marketable securities
(547,306
)
( 2,711
)
Unrealized foreign exchange loss on marketable securities
136,715
-
Loss on disposal of marketable securities
122,741
7,641
Foreign exchange loss on disposal of marketable securities
11,403
-
Change in non-cash working capital items:
Accounts receivable
2,532
3,976
Prepaid expenses and deposits
( 154,156
)
( 95,986
)
Accounts payable and accrued liabilities
9,366
( 34,561
)
Due to related parties
( 30,412
)
( 26,250
)
Net cash used in operating activities
$
( 600,887
)
$
( 404,041
)
Cash flows used in investing activities
Proceeds from sale of marketable securities
288,928
10,064
Proceeds from mineral property sale
-
50,000
Staking of mineral property
-
( 10,500
)
Net cash used in investing activities
$
288,928
$
49,564
Cash flows from financing activities
Net proceeds from warrants exercised
2,000
131,390
Net cash from financing Activities
$
2,000
$
131,390
Decrease in cash and cash equivalents
( 309,959
)
( 223,087
)
Cash and cash equivalents at beginning of period
615,207
354,286
Cash and cash equivalents at end of period
$
305,248
$
131,199
Supplemental information of cash flows:
Income taxes paid in cash
$
-
$
-
Cash paid for taxes
$
-
$
-
Cashless options exercised
$
-
$
113
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
F-4
ENERTOPIA CORP.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
February 28, 2023
(Expressed in U.S. Dollars)
1. ORGANIZATION
The unaudited condensed consolidated interim financial statements for the period ended February 28, 2023 included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated interim financial statements should be read in conjunction with the August 31, 2022 audited annual financial statements and notes thereto.
The Company was formed on November 24, 2004 under the laws of the State of Nevada and commenced operations on November 24, 2004. The Company is engaged in the business of Lithium exploration at their Nevada claims, along with holding intellectual property & patents in the green technology space. The Company office is located in Kelowna, B.C., Canada.
2. GOING CONCERN UNCERTAINTY
The accompanying unaudited condensed consolidated interim financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company incurred net cash outflows from operating activities of $ 600,887 for the six months ended February 28, 2023 ($ 404,041 for the six months ended February 28, 2022) and as at February 28, 2023 has incurred cumulative losses of $ 12,846,661 that raises substantial doubt about its ability to continue as a going concern. Management has been able, thus far, to finance the operations through equity financing and cash on hand. There is no assurance that the Company will be able to continue to finance the Company on this basis.
In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, to receive the continued support of the Company's shareholders, and ultimately to obtain successful operations. There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations. There is significant uncertainty as to whether we can obtain additional financing. These unaudited condensed consolidated interim financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying unaudited condensed consolidated interim financial statements.
Since March 2020, several measures have been implemented in Canada, the United States, and the rest of the world in response to the increased impact from the novel coronavirus ("COVID-19"). While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impact on our business operations cannot be reasonably estimated at this time. We anticipate this could have an adverse impact on our exploration plans, results of operations, financial position and cash flows.
Our cash is held in a Canadian national banking institution that is insured by the Canada Deposit Insurance Corporation (CDIC). The CDIC insures up to C$ 100,000 of deposits per insured category based on CDIC regulations. Our bank is one of the six largest banks in Canada and has been designated by the Government of Canada as a Domestically Systemically Important Bank (D-SIB) by the Superintendent of Financial Institutions in Canada specifying minimum loss absorbing capacity requirements. The banking failures in the United States have not extended into the Canadian market to date and management continues to monitor the situation. Our current cash exposure is limited as of February 28, 2023 and subsequent to February 28, 2023 our cash held in the bank is fully insured.
3. SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Presentation
The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and the instructions to Securities and Exchange Commission ("SEC") Form 10-Q and Article 10 of SEC Regulation S-X. They do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended August 31, 2022.
b. Basis of Consolidation
The financial statements have been prepared on a consolidated basis with those of the Company's 51% owned subsidiary, CapNTrack Inc. All intercompany transactions and balances have been eliminated.
c. Accounting Estimates
The preparation of financial statements in conformity with U.S GAAP requires us to make certain estimates, judgements and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Some of the Company's accounting policies require us to make subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. These accounting policies involve critical accounting estimates because they are particularly dependent on estimates and assumptions made by management about matters that are highly uncertain at the time the accounting estimates are made. Although we have used our best estimates based on facts and circumstances available to us at the time, different estimates reasonably could have been used. Changes in the accounting estimates used by the Company are reasonably likely to occur from time to time, which may have a material effect on the presentation of financial condition and results of operations.
The Company reviews these estimates, judgments and assumptions periodically and reflect the effects of revisions in the period in which they are deemed to be necessary. We believe that these estimates are reasonable; however, actual results could differ from these estimates.
Significant accounting estimates and assumptions are used for, but not limited to:
a) The Valuation of Deferred Tax Assets
Judgement is required in determining whether deferred tax assets are recognized on the balance sheet. The recognition of deferred tax assets requires management to assess the likelihood that the Company will generate taxable income in future periods to utilize the deferred tax assets. Due to the Company's history of losses, deferred tax assets have not been recognized by the Company.
b) Value of Stock Options
The Company provides compensation benefits to its employees, directors, officers, and consultants, through a stock option plan. The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. Expected volatility assumption used in the model is based on the historical volatility of the Company's share price. The Company uses historical data to estimate the period of option exercises for use in the valuation model. The risk-free interest rate for the expected term of the option is based on the yields of government bonds. Changes in these assumptions, especially the share price volatility and the expected life determination could have a material impact on the Company's profit and loss for the periods presented. All estimates used in the model are based on historical data which may not be representative of future results.
c) Fair value of shares issued in non cash transactions
The Company at times grants common shares in lieu of cash to certain vendors for their services to the Company. The Company recognizes the associated cost in the same period and manner as if the Company paid cash for the services provided by calculating the fair value of the share offering at the cost of the service provided.
d. Earnings Per Share
Loss per share is computed using the weighted average number of shares outstanding during the period. The Company has adopted ASC 220 "Earnings Per Share". Basic earnings per share ("EPS") is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and stock awards.
e. Financial Instruments
ASC 820 "Fair Value Measurements and Disclosures" requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1 - Quoted prices in active markets for identical assets or liabilities;
Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and
Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.
The Company's financial instruments consist primarily of cash, marketable securities, accounts receivable, accounts payable and due to related parties. The carrying amounts of these financial instruments approximate their fair values due to their short maturities. Cash and marketable securities are in Level 1 within the fair value hierarchy.
The Company's operations are in United States of America and Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company's operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
f. Research and Development
Research and development costs are expensed as incurred.
g. Comparative Information
The Company reclassified certain balances related to operations in the comparative period to conform with the current presentation. There has been no impact on net loss, comprehensive loss, or net assets as a result of the changes.
4. MARKETABLE SECURITIES
On May 4, 2022 ("Closing Date"), the Company announced the sale of its Clayton Valley unpatented mining claims to Cypress Development Corporation ("Cypress") and as a result of this transaction received 3,000,000 shares of Cypress along with $ 1,100,000 in cash. During the period ended February 28, 2023 Cypress underwent a name change to Century Lithium Corp ("Century"). The 3,000,000 shares were restricted for trade, 2,000,000 are tradable and 1,000,000 are tradable beginning May 4, 2023. Given the lock up conditions, the Company believes that there is a Lack of Marketability ("LOM") related to these shares and thus recorded the shares using a discounting factor. The discounting factor was also used in fair valuing the shares as at the period end date of February 28, 2023. Marketable securities as at February 28, 2023 consist of the Company's investment in 3,000,000 shares of Century of which 332,800 were sold during the period leaving 2,657,200 shares. An additional 22,000 share sales were pending that were settled after the period end.
As at February 28, 2023, the movement in the Company's marketable securities is as follows:
Balance, August 31, 2021
$
14,994
Additions 1
3,432,382
Unrealized loss
( 923,533
)
Unrealized foreign exchange loss
( 62,388
)
Proceeds from disposal
( 10,064
)
Loss on disposal
( 7,641
)
Balance, August 31, 2022
$
2,443,750
Additions
-
Unrealized gain (loss)
547,308
Unrealized foreign exchange gain (loss)
( 136,717
)
Proceeds from disposal
( 288,928
)
Realized loss on disposal
( 122,741
)
Realized Foreign exchange loss on disposal
( 11,403
)
Balance, February 28, 2022
$
2,431,269
1 Company recorded the 3,000,000 shares received from Cypress on May 4, 2022 as an investment and valued the investment using the closing rate of CAD$ 1.63 per share and a discount rate of 10 % due to LOM. The shares were subsequently revalued as at the period ended date of November 30, 2022 using the closing rate of CAD$ 1.05 per share and discounting rate of 10 %, with the resulting changes in fair value being recorded as part of other income (expense).
5. MINERAL PROPERTY
West Tonopah
On February 25, 2022, the Company staked 1,760 acres of unpatented mineral claims in Esmeralda County, Nevada for cash consideration of $ 10,500 . During the period ended February 28, 2023, the Company paid a 50 % deposit of $ 194,400 for a planned drilling program recorded in Prepaid Expenses (Note 13).
6. TECHNOLOGY DEVELOPMENT
On December 14, 2020 the Company signed Definitive Agreement to acquire 100 % interest in United States Patent and Trademark Office ("USPTO") patent #6,024,086 - Solar energy collector having oval absorption tubes by issuing 1,000,000 common shares of the Company. The Company issued 1,000,000 additional common shares in escrow to be released upon the successful approval of patent pending work derived from patent #6,024,086. The shares were issued at a price of $ 0.0345 resulting in a purchase price of $ 69,000 . The patent has since expired and was therefore written off.
On May 25, 2021 the Company announced the filing of its first provisional patent application, Solar Heat Absorber technology.
On May 26, 2021 the Company announced the filing of its second provisional patent application, Solar PV Heat Extraction Technology.
On August 17, 2021 the Company announced the filing of its third provisional patent, known as Enertopia Rainmaker TM .
On January 12, 2023 the Company announced the filing of its fourth provisional patent application, known as Enertopia BMT.
On December 6, 2021, The Company entered into a Definitive Purchase and Sale Agreement to acquire 100 % ownership and rights to the hydrogen technology ("Hydrogen Technology"). By acquiring this Hydrogen Technology, the Company is currently researching the opportunity to create process gas that can be used in commercial, industrial and mining applications by splitting the hydrogen from water via electrolysis. The Company paid $ 25,000 in cash and issued 2,000,000 shares, with 1,000,000 of the issued shares held in escrow pending successful patenting of the intellectual property, valued at $ 100,400 , for a total of $ 125,400 in consideration expensed during the year ended August 31, 2022, for acquiring the Hydrogen Technology. The technology is still in research and development phase and is not commercially feasible as at the period ended February 28, 2023. The Company has incurred an additional $ 168,016 as research and development costs for the hydrogen technology during the year ended August 31, 2022 and $ 36,088 for the period ended February 28, 2023.
7. ENERGY MANAGEMENT SYSTEM ("EMS")
On December 17, 2021, The Company entered into a Definitive Purchase and Sale Agreement to acquire 100 % ownership and rights to their Provisional Patent Pending EMS. The Company created a Joint Venture ("JV") with 51 % controlling interest in CapNTrack to run the commercial and industrial operations related to the EMS and has paid $ 30,000 in cash and issued 10,000,000 shares ( 5,000,000 shares of which are in escrow) valued at $ 450,000 for purchase of the EMS. As at the period ended date of February 28, 2023, there have been no operations in the JV and insurance setup costs only. The EMS is still in the research and development phase and has not obtained commercial or operational feasibility as at the period end date of February 28, 2023. The Company has recorded the entire consideration of $ 480,000 for the ownership of the EMS as research and development expense in the statement of operations during the year ended August 31, 2022. There were insurance setup expenses only related to the EMS incurred during the period ended February 28, 2023.
8. RELATED PARTIES TRANSACTION
For the six-month period ended February 28, 2023, the Company was party to the following related party transactions:
The Company incurred $ 57,000 (February 28, 2022: $ 0 ) to the President of the Company in consulting fees.
The amounts outstanding in accounts payable to the President of the Company as at February 28, 2023 is $ 33,997 (August 31, 2022 - $ 64,409 ).
The Company incurred $ 10,000 (February 28, 2022: $ 0 ) to the CFO of the Company in consulting fees.
The related party transactions are recorded at the exchange amount established and agreed to between the related parties.
9. COMMON STOCK
During the six months ended February 28, 2023, the Company issued 50,000 common shares for the exercise of warrants for $ 2,000 in cash.
As at February 28, 2023 the Company had 155,166,088 (August 31, 2022: 155,116,088 ) shares issued and outstanding.
As at February 28, 2023 the Company had 7,000,000 (August 31 2022 - 7,000,000 ) shares held in escrow, that are included in the total shares issued and outstanding.
10. STOCK OPTIONS AND WARRANTS
Stock Options
On July 15, 2014, the shareholders approved and adopted at the Annual General Meeting the Company's 2014 Stock Option Plan. The purpose of these Plans is to advance the interests of the Corporation, through the grant of Options, by providing an incentive mechanism to foster the interest of eligible persons in the success of the Corporation and its affiliates; encouraging eligible persons to remain with the Corporation or its affiliates; and attracting new Directors, Officers, Employees and Consultants. The aggregate number of Common Shares that may be reserved, allotted and issued pursuant to Options shall not exceed 17,400,000 shares of common stock, less the aggregate number of shares of common stock then reserved for issuance pursuant to any other share compensation arrangement. For greater certainty, if an Option is surrendered, terminated or expires without being exercised, the Common Shares reserved for issuance pursuant to such Option shall be available for new Options granted under this Plan. The options are deemed as vested and exercisable on issuance and the maximum life of the options granted under this Plan may not exceed 5 years.
Subsequent to February 28, 2023, at the Annual General Meeting held March 22, 2023, a new 2023 Stock Option Plan was approved. Under the 2023 Stock Option Plan (the "2023 Plan") the Company may grant options to purchase shares of common stock, $ 0.001 par value per share, of the Company. The stock subject to options granted under the 2023 Plan shall be shares of authorized but unissued or reacquired common stock. The maximum number of shares of common stock of the Company which may be issued and sold under the 2023 Plan shall be 31,000,000 , subject to adjustment for stock splits or consolidations with a maximum life of 5 years and vesting at the discretion of the Board of Directors. Management plans to issue all new option grants under the 2023 Plan and to cancel the 2014 Plan once all currently issued options are either exercised or expire.
During the six months ended February 28, 2023 the Company did not issue any options.
During the six-month period ended February 28, 2023, the Company recorded $ 0 (February 28, 2022 $ 55,877 ) as stock based compensation expenses. In addition, a total of 800,000 stock options expired without being exercised (February 28, 2022: 2,950,000 ).
A summary of the changes in stock options for the six months ended February 28, 2023 is presented below:
Options Outstanding
Number of
Options
Weighted
Average
Exercise Price $
Weighted
Average
Remaining Life
(Years)
Aggregate
Intrinsic Value $
Balance, August 31, 2021
10,076,776
0.08
Issued
3,500,000
0.07
Expired
( 3,450,000
)
0.07
Exercised
( 226,776
)
0.04
Balance, August 31, 2022
9,900,000
0.08
Expired
( 800,000
)
0.05
Balance, February 28, 2023 (Outstanding & Exercisable)
9,100,000
0.08
3.08
2,100
The Company has the following options outstanding and exercisable as at February 28, 2023:
Issue Date
Expiry
Date
Exercise Price
Number of
Options
Remaining Life
(Years)
11-May-18
11-May-23
0.06
500,000
0.20
22-May-18
22-May-23
0.07
450,000
0.23
14-Dec-20
14-Dec-25
0.05
2,100,000
2.79
28-Jan-21
28-Jan-26
0.14
2,000,000
2.92
4-Feb-21
4-Feb-26
0.18
100,000
2.94
5-Feb-21
5-Feb-26
0.18
300,000
2.94
27-Apr-21
27-Apr-26
0.12
100,000
3.16
28-May-21
28-May-26
0.12
50,000
3.25
1-Sep-21
1-Sep-26
0.08
500,000
3.51
6-Dec-21
6-Dec-26
0.07
1,000,000
3.77
18-Aug-22
18-Aug-27
0.06
2,000,000
4.47
Balance outstanding and exercisable
9,100,000
3.08
Warrants
There were no warrants issued during the period ended February 28, 2023.
A summary of warrants as at February 28, 2023 is as follows:
Number of Warrants
Weighted Average Exercise Price
Balance, August 31, 2021
9,716,869
$
0.05
Issued
-
-
Forfeited
( 1,952,500
)
0.08
Exercised
( 2,791,000
)
0.05
Balance, August 31, 2022
4,973,369
$
0.04
Exercised
( 50,000
)
0.04
Balance, February 28, 2022
4,923,369
$
0.04
The Company has the following warrants outstanding as at February 28, 2023:
Issue Date
Expiry Date
Exercise Price
Number of
Warrants*
Weighted
Average Life
(Years)
Intrinsic Value
27-Mar-19
27-Mar-23
0.04
4,923,369
0.04
4,923,369
0.07
54,157
*Each warrant entitles a holder to purchase one common share.
Subsequent to February 28, 2023, 4,923,369 warrants expired unexercised.
11. COMMITMENTS
The Company has a consulting agreement with the President of the Company for corporate administration and consulting services for $ 9,500 per month plus goods and services tax ("GST") on a continuing basis.
The Company has a consulting agreement with the CFO of the Company for corporate administration and consulting services for $ 5,000 per quarter plus goods and services tax ("GST") on a continuing basis.
The Company has a rental agreement for a corporate office for CDN $ 1,100 per month plus GST. The agreement expired December 31, 2022. The agreement was renewed during the period ended February 28, 2023 with a 1 % increase to CDN $ 1,111 per month plus GST and expires December 31, 2023. Rent expense for the three and six months ended February 28, 2023, were $ 2,473 and $ 4,922 , respectively.
12. SEGMENTED INFORMATION
The Company's operations involve the development of natural resources and green technologies. The Company is centrally managed and its chief operating decision maker, being the CEO, uses the consolidated and other financial information to make operational decisions and to assess the performance of the Company. The Company has increased its reportable segments from one to three during the year ended August 31, 2022. The decision for this change was made keeping in mind the Company's strategic direction and the need to better report the results for each of the identified three reportable segments: Natural Resources, Technology and Corporate, none of which are revenue generating as at the period ended date of February 28, 2023.
Long term Assets
Amount
United States of America
$
10,500
Balance February 28, 2023
$
10,500
Natural Resources
Technology
Corporate
Consolidated Total
February 28, 2023
$
$
$
$
Operating expenses
( 8,035
)
( 57,352
)
( 360,475
)
( 425,862
)
Other income (Note 4)
-
-
274,092
274,092
Segment Loss
( 8,035
)
( 57,352
)
( 86,383
)
( 151,770
)
Total Assets (Note 4, 5)
10,500
-
3,032,325
3,042,825
Long term Assets
Amount
United States of America
$
10,500
Balance August 31, 2022
$
10,500
August 31, 2022
Natural
Resources
Technology
Corporate
Total
Operating expenses
$
( 212,348
)
$
( 808,800
)
$
( 545,087
)
$
1,566,235
Other income (expenses) (Note 4, 5, 6)
4,532,382
-
( 991,740
)
3,540,642
Segment income (loss)
$
4,320,034
$
( 808,800
)
$
( 1,536,827
)
$
1,974,407
Total Assets (Note 4, 5)
$
10,500
$
-
$
3,203,141
$
3,213,641
13. PREPAID EXPENSES AND DEPOSITS
The balance of Prepaid Expenses and Deposits consisted of the following:
February 28,
Prepaid Expenses & Deposits
2023
Advertising
$
2,952
Clean Technology Expense
47,000
Consultants
20,000
Exploration costs
194,400
Filing fees
8,375
Insurance
13,763
Office Expenses
6,973
Total Prepaid Expenses& Deposits
$
293,463
14. NET INCOME (LOSS) PER COMMON SHARE
Three Months Ended
Six Months Ended
February 28,
February 28,
2023
2022
2023
2022
Numerator:
Net income (loss)
$
295,064
$
( 738,508
)
$
( 151,770
)
$
( 854,727
)
Net income (loss) - diluted
$
295,064
$
( 738,508
)
$
( 151,770
)
$
( 854,727
)
Denominator:
Weighted average common shares outstanding
155,122,755
151,986,777
155,119,403
146,780,966
Effect of dilutive shares
14,023,369
-
-
-
Diluted
169,146,124
151,986,777
155,119,403
146,780,966
Net income (loss) per common share:
Basic
$
0.00
$
( 0.00
)
$
( 0.00
)
$
( 0.01
)
Diluted
$
0.00
$
( 0.00
)
$
( 0.00
)
$
( 0.01
)
15. SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation the are no material events have occurred that require disclosure.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.