What changed in this filing

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Item 1. Financial Statements

2025-04-14 compared with 2025-01-13 · 66 added, 36 removed, 266 unchanged (28% of the section changed)

Financial Statements.

Our unaudited condensed financial statements for the three month period November 30, 2024 form part of this quarterly report.

Our unaudited condensed financial statements for the six-month period February 28, 2025 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.

15 unchanged sentences

Issued and outstanding:

155,166,088 common shares at November 30, 2024 and 155,166,088 at August 31, 2024

7,759,394 common shares at February 28, 2025 and 7,758,305 at August 31, 2024

Additional paid-in capital (Note 9)

26 unchanged sentences

Balance, November 30, 2024

Common stock issued for reverse stock split fractional share round up

Non controlling interest

Comprehensive loss

Balance, February 28, 2025

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

22 unchanged sentences

Basic and diluted (1)

(1) The number of common shares outstanding decreased as a result of a reverse stock split on January 10, 2025 (Note 8).

As a result, the computation of all per-share amounts have been adjusted retroactively to reflect that change in capital structure.

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

23 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

November 30, 2024

February 28, 2025

(Expressed in U.S.

The unaudited condensed consolidated interim financial statements for the period ended November 30, 2024 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 28, 2025 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 $ 103,072 for the three months ended November 30, 2024 ($ 229,950 for the three months ended November 30, 2023) and as at November 30, 2024 has incurred cumulative losses of $ 15,608,047 that raises substantial doubt about its ability to continue as a going concern.

The Company incurred net cash outflows from operating activities of $ 195,628 for the six months ended February 28, 2025 ($ 373,224 for the six months ended February 28, 2024) and as at February 28, 2025 has incurred cumulative losses of $ 15,723,557 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, 2024 and August 31, 2024, cash and cash equivalents consisted of the following:

As of February 28, 2025 and August 31, 2024, cash and cash equivalents consisted of the following:

Cash equivalents

46 unchanged sentences

Research and development costs are expensed as incurred.

Reverse Stock Split

On January 10, 2025, the Company effectuated a 1 for 20 reverse stock split of its issued and outstanding common stock, rounding up to account for any fractional shares (the “Reverse Stock Split”).

The Reverse Stock Split had no effect on the Company’s authorized shares of common stock or preferred stock and the par value will remain unchanged at $0.001, respectively.

All common stock share, option, warrant and per share amounts (except our authorized but unissued shares and previously reserved shares) have been retroactively adjusted in these consolidated financial statements and related disclosures.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segments Disclosures.

The amendments enhance disclosures of significant segment expenses by requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker (CODM), extend certain annual disclosures to interim periods, and permit more than one measure of segment profit or loss to be reported under certain conditions.

The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption of the amendment is permitted, including adoption in any interim periods for which financial statements have not been issued.

The Company will adopt ASU 2023-07 for the fiscal year ended August 31, 2025.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires all public entities to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses.

The amendments are effective for the Company in fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 27, 2027.

Early adoption is permitted on either a prospective or retrospective basis.

The Company is currently evaluating the guidance and its impact to the financial statements.

MARKETABLE SECURITIES

1 unchanged sentence

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

Marketable securities as at November 30, 2024 consist of the Company's investment in 3,000,000 shares of Century of which a total of 3,000,000 have been sold, 350,600 of which were sold during the three month period ended November 30, 2024 (three months ended November 30, 2023 - 446,000 ).

As at November 30, 2024, the movement in the Company's marketable securities is as follows:

Marketable securities as at February 28, 2025 consist of the Company's investment in 3,000,000 shares of Century of which a total of 3,000,000 have been sold, 350,600 of which were sold during the six month period ended February 28, 2025 (six months ended February 29, 2024 - 902,000 ).

As at February 28, 2025, the movement in the Company's marketable securities is as follows:

Balance, August 31, 2024

4 unchanged sentences

Balance, November 30, 2024

Mark to market

Balance, February 28, 2025

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, 2024, the Company expensed $ 8,490 in expenses relating to geologist work, sample assays, and travel expenses.

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

During the six month period ended February 28, 2025, the Company expensed $ 13,963 in expenses relating to travel and storage expenses.

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

Sample Assays

5 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, 2024.

The technology has advanced to the R&D phase and is in the patent filing process as at the period ended February 28, 2025.

On February 11, 2025 The United States Patent Trademark Office (USPTO) notified the Company that patent # #12224704 had been issued for the Heat Recovery System.

On February 18, 2025 The USPTO notified the Company that patent #12231085 had been issued.

This system has also been Trademarked as the "ENERTOPIA RAINMAKER".

Energy Management System ("EMS")

1 unchanged sentence

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 November 30, 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.

As of February 28, 2025, 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 November 30, 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 November 30, 2024.

On November 19, 2024 the United States Patent Trademark Office (USPTO) notified the Company that patent number 12149091 was issued for EMS (Energy Management System).

As at the period ended date of February 28, 2025, 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 28, 2025.

On November 19, 2024 the USPTO notified the Company that patent number 12149091 was issued for EMS (Energy Management System).

Clean Technologies

1 unchanged sentence

RELATED PARTY TRANSACTIONS

For the three month period ended November 30, 2024, the Company was party to the following related party transactions:

• The Company incurred $ 0 (November 31, 2023:

For the six month periods ended February 28, 2025, the Company was party to the following related party transactions:

The Company incurred $ 0 (February 29, 2024:

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

• The Company incurred $ 7,500 (November 30, 2023:

The Company incurred $ 15,000 (February 29, 2024:

$ 15,000 ) to the CFO of the Company in consulting fees.

3 unchanged sentences

The Company is authorized to issue up to 500 million shares.

During the three months ended November 30, 2024 and 2023, the Company issued no shares.

As at November 30, 2024 the Company had 155,166,088 (August 31, 2024:

During the six months ended February 28, 2025 the Company issued 1,089 post consolidation round up shares for the fractional shares with respect to the Companies 1 for 20 share consolidation with the effective date of January 10, 2025 .

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

As at February 28, 2025 the Company had 7,759,394 (August 31, 2024:

7,758,305 ) shares issued and outstanding.

As at November 30, 2024 the Company had 7,000,000 (August 31 2024 - 7,000,000 ) shares held in escrow, that are included in the total shares issued and outstanding.

2,500,000 million of the shares held in Escrow are in process for release with respect to the issuance of the Energy Management System Patent, United States Patent Trademark Office (USPTO) #12149091, as per the terms and conditions of the contract.

As at February 28, 2025 the Company had 350,000 (August 31 2024 - 350,000 ) shares held in escrow, that are included in the total shares issued and outstanding.

125,000 of the shares held in Escrow are in process for release with respect to the issuance of the Energy Management System Patent, United States Patent Trademark Office (USPTO) #12149091, as per the terms and conditions of the contract.

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, 2024 the Company did not issue any options.

During the three months ended November 30, 2024 and 2023, the Company recorded $ 0 as stock based compensation expenses.

A summary of the changes in stock options for the three months ended November 30, 2024 is presented below:

During the six months ended February 28, 2025 the Company did not issue any options.

During the six months ended February 28, 2025 and 2024, the Company recorded $ 0 as stock based compensation expenses.

A summary of the changes in stock options for the six months ended February 28, 2025 is presented below:

Options Outstanding

3 unchanged sentences

Balance, August 31, 2024

Balance, November 30, 2024 (Outstanding & Exercisable)

The Company has the following options outstanding and exercisable as at November 30, 2024:

Balance, February 28, 2025 (Outstanding & Exercisable)

The Company has the following options outstanding and exercisable as at February 28, 2025:

Exercise Price

1 unchanged sentence

Balance outstanding and exercisable

There were no warrants issued during the period ended November 30, 2024.

There were no warrants outstanding as of November 30, 2024 and August 31, 2024.

There were no warrants issued during the period ended February 28, 2025.

There were no warrants outstanding as of February 28, 2025 and August 31, 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, the financial terms of the contract have been suspended since July 1, 2024 pending improvement in financing conditions.

The Company has a consulting agreement with the CFO of the Company for corporate administration and consulting services for $ 7,500 per quarter plus goods and services tax ("GST") on a continuing basis.

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 $ 853 per month plus GST that expires December 31, 2024.

Rent expense for the three months ended November 30, 2024 and 2023 were $ 1,878 and $ 2,440 , respectively.

The Company has a director fee agreement with two directors for CDN $ 1,500 each plus GST per quarter, the financial terms of the agreement have been suspended since Feb 28, 2025 pending improvement in financing conditions.

The Company has a rental agreement for a corporate office for CDN $ 853 per month plus GST that expires May 31, 2025.

Rent expense for the six months ended February 28, 2025 and 2024 were $ 3,666 and $ 4,563 , respectively.

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, 2024.

Natural Resources, Technology and Corporate, none of which are revenue generating as at the period ended date and for the period ended February 28, 2025.

Long term Assets

United States of America

Balance November 30, 2024

Balance February 28, 2025

Natural Resources

Consolidated Total

November 30, 2024

February 28, 2025

Other income (Note 4)

13 unchanged sentences

Fees and Dues

Legal & Professional

Office Expenses

4 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