What changed in this filing

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Item 1. Financial Statements

2024-04-15 compared with 2024-01-11 · 69 added, 62 removed, 247 unchanged (35% of the section changed)

Financial Statements.

Our unaudited condensed financial statements for the three-month period ended November 30, 2023 form part of this quarterly report.

Our unaudited condensed financial statements for the six month period ended February 29, 2024 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.

2 unchanged sentences

(Expressed in U.S.

Cash and cash equivalents

Marketable securities (Note 4)

11 unchanged sentences

Issued and outstanding:

155,166,088 common shares at November 30, 2023 and 155,166,088 at August 31, 2023

155,166,088 common shares at February 29, 2024 and 155,166,088 at August 31, 2023

Additional paid-in capital (Note 9)

1 unchanged sentence

Non-controlling interest

Total Stockholders' Equity

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

4 unchanged sentences

PAID-IN CAPITAL

STOCKHOLDERS'

Balance, August 31, 2022

14 unchanged sentences

Balance, November 30, 2023

Non controlling interest

Comprehensive loss

Balance, February 29, 2024

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

3 unchanged sentences

THREE MONTHS ENDED

SIX MONTHS ENDED

Accounting and audit

4 unchanged sentences

Office and miscellaneous

Mineral exploration costs (Note 5)

Research and development (Note 6)

Mineral exploration costs

Research and development

Total expenses

1 unchanged sentence

Other income (expense)

Foreign exchange loss

Foreign exchange gain (loss)

Realized loss on marketable securities

Realized foreign exchange loss on marketable securities

Unrealized gain (loss) on marketable securities

Unrealized gain on marketable securities

Unrealized foreign exchange gain (loss) on marketable securities

Net loss for the period

Net loss attributable to:

Net income (loss) for the period

Net income (loss) attributable to:

Common shareholders

Non controlling interest

Basic and diluted loss per share

Basic and diluted

Basic and diluted income (loss) per share

Weighted average number of common shares outstanding

Basic and diluted

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

2 unchanged sentences

(Expressed in U.S.

THREE MONTHS ENDED

SIX MONTHS ENDED

Cash flows used in operating activities

Net Income (Loss)

Changes to reconcile net loss to net cash used in operating activities

Unrealized (gain) loss on marketable securities

Unrealized foreign exchange (gain) loss on marketable securities

Unrealized foreign exchange loss on marketable securities

Loss on disposal of marketable securities

9 unchanged sentences

Net cash used in investing activities

Cash flows from financing activities

Net proceeds from warrants exercised

Net cash from financing Activities

Decrease in cash and cash equivalents

7 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

November 30, 2023

February 29, 2024

(Expressed in U.S.

The unaudited condensed consolidated interim financial statements for the period ended November 30, 2023 included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.

The unaudited condensed consolidated interim financial statements for the period ended February 29, 2024 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.

5 unchanged sentences

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 $ 229,950 for the three months ended November 30, 2023 ( 166,497 for the three months ended November 30, 2022) and as at November 30, 2023 has incurred cumulative losses of $ 14,935,941 that raises substantial doubt about its ability to continue as a going concern.

The Company incurred net cash outflows from operating activities of $ 373,224 for the six months ended February 29, 2024 ($ 600,887 for the six months ended February 28, 2023) and as at February 29, 2024 has incurred cumulative losses of $ 15,083,179 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.

20 unchanged sentences

Cash and cash equivalents include cash in bank accounts and money market funds with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

As of November 30, 2023 and 2022, cash and cash equivalents consisted of the following:

Money market funds

As of February 29, 2024 and August 31, 2023, cash and cash equivalents consisted of the following:

Cash equivalents

Accounting Estimates

37 unchanged sentences

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 Company's financial instruments consist primarily of cash and cash equivalents, marketable securities, accounts receivable, accounts payable and due to related party.

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.

Cash and cash equivalents 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.

3 unchanged sentences

Research and development costs are expensed as incurred.

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.

MARKETABLE SECURITIES

1 unchanged sentence

During January 2023 Cypress underwent a name change to Century Lithium Corp ("Century").

The 3,000,000 shares were initially restricted for trade and as of November 30, 2023 are all tradable.

Marketable securities as at November 30, 2023 consist of the Company's investment in 3,000,000 shares of Century of which a total of 1,586,200 have been sold, 446,000 of which were sold during the three month period ended November 30, 2023 (three months ended November 30, 2022 - 0 ) leaving 1,413,800 shares.

As at November 30, 2023, the movement in the Company's marketable securities is as follows:

The 3,000,000 shares were initially restricted for trade and as of February 29, 2024 are all tradable.

Marketable securities as at February 29, 2024 consist of the Company's investment in 3,000,000 shares of Century of which a total of 2,042,200 have been sold, 902,000 of which were sold during the six month period ended February 29, 2024 (six months ended February 28, 2023 - 332,800 ) leaving 957,800 shares.

As at February 29, 2024, the movement in the Company's marketable securities is as follows:

Balance, August 31, 2023

Unrealized gain (loss)

Mark to market

Unrealized foreign exchange gain (loss)

2 unchanged sentences

Realized Foreign exchange loss on disposal

Balance, August 31, 2023

Unrealized gain (loss)

Balance, November 30, 2023

Mark to market

Unrealized foreign exchange gain (loss)

2 unchanged sentences

Realized Foreign exchange loss on disposal

Balance, November 30, 2023

1 Company recorded the 3,000,000 shares received from Cypress (Century) on May 4, 2022 as an investment and valued the investment using the closing rate of CAD$ 1.63 per share per share and a discount rate of 10 % due to restrictions on trading.

All trading restrictions ended during the year ended August 31, 2023.

Balance, February 29, 2024

MINERAL PROPERTY

On February 25, 2022, the Company staked approximately 1,818 acres of unpatented mineral claims in Esmeralda County, Nevada for cash consideration of $ 10,500 .

During the three-month period ended November 30, 2023, the Company expensed $ 45,652 (2022 - $ 2,987 ) in expenses relating to geologist work, sample assays, travel, and 43-101 report expenses.

During the six month period ended February 29, 2024, the Company expensed $ 50,364 (2023 - $ 8,035 ) in expenses relating to geologist work, sample assays, travel, and 43-101 report expenses.

RESEARCH AND DEVELOPMENT

2 unchanged sentences

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 technology is still in the research and development phase and is not commercially feasible as at the period ended November 30, 2023.

The technology is still in the research and development phase and is not commercially feasible as at the period ended February 29, 2024.

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.

As at the period ended date of November 30 , 2023, there have been no operations in the JV and only insurance costs have been incurred.

The EMS is still in the research and development phase and it has not obtained commercial or operational feasibility as at the period end date of November 30, 2023.

The Company created a Joint Venture ("JV") with 51 %, now 76 %, controlling interest in CapNTrack to run the commercial and industrial operations related to the EMS.

As of February 29, 2024, one of the co inventors passed away and per the agreement 2.5 million shares held in escrow will be returned to treasury and cancelled.

The company is waiting for the estate to provide the completed agreed to Release and Settlement Agreement to complete the return to treasury of the shares held in escrow.

As at the period ended date of February 29, 2024, there have been no operations in the JV and only office costs have been incurred.

The EMS is still in the research and development phase and it has not obtained commercial or operational feasibility as at the period end date of February 29, 2024.

Clean Technologies

Total Research and Development

RELATED PARTIES TRANSACTION

For the three-month period ended November 30, 2023, the Company was party to the following related party transactions:

The Company incurred $ 28,500 (November 30, 2022:

RELATED PARTY TRANSACTIONS

For the six month period ended February 29, 2024, the Company was party to the following related party transactions:

The Company incurred $ 57,000 (February 28, 2023:

$ 57,000 ) to the President of the Company in consulting fees.

The amounts outstanding in accounts payable to the President of the Company as at November 30, 2023 is $ 17,159 (August 31, 2023 - $ 17,196 ).

The Company incurred $ 7,500 (November 30, 2022:

The amounts outstanding in accounts payable to the President of the Company as at February 29, 2024 is $ 4,559 (August 31, 2023 - $ 17,196 ).

The Company incurred $ 15,000 (February 28, 2023:

$ 10,000 ) to the CFO of the Company in consulting fees.

1 unchanged sentence

The Company incurred $ 4,433 in total to two directors of the Company for director fees.

SHARE CAPITAL

At the Annual General Meeting held in March of 2023, the authorized share capital was increased from 200 million shares to 500 million shares.

During the three months ended November 30, 2023, the Company issued no shares.

As at November 30, 2023 the Company had 155,166,088 (August 31, 2023:

During the six months ended February 29, 2024, the Company issued no shares.

As at February 29, 2024 the Company had 155,166,088 (August 31, 2023:

155,166,088 ) shares issued and outstanding.

As at Nov 30, 2023 the Company had 7,000,000 (August 31 2023 - 7,000,000 ) shares held in escrow, that are included in the total shares issued and outstanding.

As at February 29, 2024 the Company had 7,000,000 (August 31 2023 - 7,000,000 ) shares held in escrow, that are included in the total shares issued and outstanding.

STOCK OPTIONS AND WARRANTS

12 unchanged sentences

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 three months ended November 30, 2023 the Company did not issue any options.

During the three-month period ended November 30, 2023 and 2022, the Company recorded $ 0 as stock based compensation expenses.

A total of 800,000 stock options expired without being exercised during the three months ended November 30, 2022.

A summary of the changes in stock options for the three months ended November 30, 2023 is presented below:

During the six months ended February 29, 2024 the Company did not issue any options.

During the six month period ended February 29, 2024 and February 28, 2023, the Company recorded $ 0 as stock based compensation expenses.

A summary of the changes in stock options for the six months ended February 29, 2024 is presented below:

Options Outstanding

1 unchanged sentence

Remaining Life

Intrinsic Value $

Aggregate Intrinsic

Balance, August 31, 2022

Balance, August 31, 2023

Balance, November 30, 2023 (Outstanding & Exercisable)

The Company has the following options outstanding and exercisable as at November 30, 2023:

Balance, February 29, 2024 (Outstanding & Exercisable)

The Company has the following options outstanding and exercisable as at February 29, 2024:

Exercise Price

Remaining Life

Number of Options

Remaining Life (Years)

Balance outstanding and exercisable

There were no warrants issued during the period ended November 30, 2023.

A summary of warrants as at November 30, 2023 is as follows:

There were no warrants issued during the period ended February 29, 2024.

A summary of warrants as at February 29, 2024 is as follows:

Number of Warrants

2 unchanged sentences

Balance, August 31, 2023

Balance, November 30, 2023

Balance, February 29, 2024

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.

1 unchanged sentence

The Company has a director fee agreement with two directors for CDN $ 1,500 each plus GST per quarter.

The Company has a rental agreement for a corporate office for CDN $ 1,155 per month plus GST expiring December 31, 2023.

Rent expense for the three months ended November 30, 2023, was $ 2,440 .

The Company has a rental agreement for a corporate office for CDN $ 1,155 per month plus GST that expired December 31, 2023 and was renewed for CDN $ 853 per month plus GST that expires December 31, 2024.

Rent expense for the six months ended February 29, 2024, was $ 4,563 .

SEGMENTED INFORMATION

2 unchanged sentences

The Company has three reportable segments:

Natural Resources, Technology and Corporate, none of which are revenue generating as at the period ended date and for the period ended November 30, 2023.

Natural Resources, Technology and Corporate, none of which are revenue generating as at the period ended date and for the period ended February 29, 2024.

Long term Assets

United States of America

Balance November 30, 2023

Balance February 29, 2024

Natural Resources

Consolidated Total

November 30, 2023

February 29, 2024

Long term Assets

1 unchanged sentence

Balance August 31, 2023

Natural Resources

Consolidated Total

August 31, 2023

14 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements