Item 1. Financial Statements
Item 1. Financial Statements.
Our unaudited condensed financial statements for the nine-month period May 31, 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.
ENERTOPIA CORP.
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS (UNAUDITED)
(Expressed in U.S. Dollars)
May 31,
August 31,
2025
2024
ASSETS
Current
Cash and cash equivalents
$
46,390
$
179,893
Marketable securities (Note 4)
-
67,516
Accounts receivable
1,645
5,927
Prepaid expenses and deposit (Note 12)
21,950
78,794
Total Current Assets
69,985
332,130
Non-current assets, net
Mineral property (Note 5)
10,500
10,500
TOTAL ASSETS
$
80,485
$
342,630
LIABILITIES
Current
Accounts payable and accrued liabilities
$
301,081
$
316,033
Accounts payable - Related Party
8,744
-
Total Liabilities
309,825
316,033
STOCKHOLDERS' EQUITY
Share Capital (Note 8)
Authorized:
500,000,000 common voting shares with a par value of $ 0.001 per share
Issued and outstanding:
8,799,394 common shares at May 31, 2025 and 7,758,305 at August 31, 2024
8,799
7,758
Additional paid-in capital (Note 9)
15,617,058
15,545,015
Deficit
( 15,853,921
)
( 15,524,969
)
Equity attributable to shareholders of the Company
( 228,064
)
27,805
Non-controlling interest
( 1,276
)
( 1,207
)
Total Stockholders' Equity
( 229,340
)
26,598
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
80,485
$
342,630
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
ENERTOPIA CORP.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
COMMON STOCK
SHARES
AMOUNT
ADDITIONAL PAID-IN
CAPITAL
ACCUMULATED
DEFICIT
NON-
CONTROLLING
INTEREST
TOTAL
STOCKHOLDERS'
EQUITY (DEFICIT)
Balance, August 31, 2023
7,758,305
$
7,758
$
15,545,015
$
( 14,526,485
)
$
( 681
)
$
1,025,608
Non controlling interest
-
-
-
-
( 292
)
( 292
)
Comprehensive loss
-
-
-
( 409,456
)
-
( 409,456
)
Balance, November 30, 2023
7,758,305
$
7,758
$
15,545,015
$
( 14,935,941
)
$
( 973
)
$
615,860
Non controlling interest
-
-
-
-
( 130
)
( 130
)
Comprehensive loss
-
-
-
( 147,402
)
-
( 147,402
)
Balance, February 29, 2024
7,758,305
$
7,758
$
15,545,015
$
( 15,083,343
)
$
( 1,103
)
$
468,328
Non controlling interest
-
-
-
-
( 52
)
( 52
)
Comprehensive loss
-
-
-
( 287,901
)
-
( 287,901
)
Balance, May 31, 2024
7,758,305
$
7,758
$
15,545,015
$
( 15,371,244
)
$
( 1,155
)
$
180,375
Non controlling interest
-
-
-
-
( 52
)
( 52
)
Comprehensive loss
-
-
-
( 153,725
)
-
( 153,725
)
Balance, August 31, 2024
7,758,305
$
7,758
$
15,545,015
$
( 15,524,969
)
$
( 1,207
)
$
26,598
Non controlling interest
-
-
-
-
( 52
)
( 52
)
Comprehensive loss
-
-
-
( 83,078
)
-
( 83,078
)
Balance, November 30, 2024
7,758,305
$
7,758
$
15,545,015
$
( 15,608,047
)
$
( 1,259
)
$
( 56,532
)
Common stock issued for reverse stock split fractional share round up
1,089
1
( 1
)
-
-
-
Non controlling interest
-
-
-
-
( 17
)
( 17
)
Comprehensive loss
-
-
-
( 115,510
)
-
( 115,510
)
Balance, February 28, 2025
7,759,394
$
7,759
$
15,545,014
$
( 15,723,557
)
$
( 1,276
)
$
( 172,060
)
Common stock issued for cash
1,040,000
1,040
72,044
-
-
73,084
Comprehensive loss
-
-
-
( 130,364
)
-
( 130,364
)
Balance, May 31, 2025
8,799,394
$
8,799
$
15,617,058
$
( 15,853,921
)
$
( 1,276
)
$
( 229,340
)
(Expressed in U.S. Dollars)
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
ENERTOPIA CORP.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS (UNAUDITED)
(Expressed in U.S. Dollars)
THREE MONTHS ENDED
NINE MONTHS ENDED
May 31,
May 31,
May 31,
May 31,
2025
2024
2025
2024
Expenses
Accounting and audit
$
17,091
$
11,183
$
32,343
$
37,338
Consulting (Note 7)
8,250
53,274
43,818
143,332
Fees and dues
13,708
42,213
35,193
53,363
Investor relations
10,930
4,311
18,183
22,180
Legal and professional
14,101
14,396
29,693
56,628
Office and miscellaneous
15,022
15,577
54,426
50,829
Mineral exploration costs
9,161
7,080
23,124
57,444
Research and development
34,146
21,883
95,832
130,678
Total expenses
122,409
169,917
332,612
551,792
Loss for the period before other items
( 122,409
)
( 169,917
)
( 332,612
)
( 551,792
)
Other income (expense)
Foreign exchange gain (loss)
( 7,955
)
( 1,417
)
( 4,840
)
786
Realized gain (loss) on marketable securities
-
( 243,560
)
( 352,239
)
( 969,873
)
Realized foreign exchange gain (loss) on marketable securities
-
( 14,451
)
( 17,133
)
( 53,474
)
Unrealized gain (loss) on marketable securities
-
161,362
377,803
742,493
Unrealized foreign exchange gain (loss) on marketable securities
-
( 19,918
)
-
( 13,373
)
Net income (loss) for the period
( 130,364
)
( 287,901
)
( 329,021
)
( 845,233
)
Net income (loss) attributable to:
Common shareholders
( 130,364
)
( 287,849
)
( 328,952
)
( 844,759
)
Non controlling interest
-
( 52
)
( 69
)
( 474
)
Basic and diluted income (loss) per share
Basic and diluted (1)
$
( 0.02
)
$
( 0.04
)
$
( 0.04
)
$
( 0.11
)
Weighted average number of common shares outstanding
Basic and diluted (1)
8,019,394
7,758,305
7,846,447
7,758,305
(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.
ENERTOPIA CORP.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)
(Expressed in U.S. Dollars)
NINE MONTHS ENDED
May 31,
May 31,
2025
2024
Cash flows used in operating activities
Net Income (Loss)
$
( 329,021
)
$
( 845,233
)
Changes to reconcile net loss to net cash used in operating activities
Unrealized (gain) loss on marketable securities
( 377,803
)
( 742,494
)
Unrealized foreign exchange loss on marketable securities
-
13,373
Loss on disposal of marketable securities
352,239
969,873
Foreign exchange loss on disposal of marketable securities
17,133
53,474
Change in non-cash working capital items:
Accounts receivable
4,282
5,924
Prepaid expenses and deposits
56,844
4,840
Accounts payable and accrued liabilities
( 14,952
)
( 25,005
)
Due to related parties
8,744
( 17,196
)
Net cash used in operating activities
$
( 282,534
)
$
( 582,444
)
Cash flows used in investing activities
Proceeds from sale of marketable securities
75,947
520,590
Net cash used in investing activities
$
75,947
$
520,590
Cash flows from financing activities
Net proceeds from common shares issued for cash
73,084
-
Net cash from financing Activities
$
73,084
$
-
Decrease in cash and cash equivalents
( 133,503
)
( 61,854
)
Cash and cash equivalents at beginning of period
179,893
259,581
Cash and cash equivalents at end of period
$
46,390
$
197,727
Supplemental information of cash flows:
Cash paid for interest
$
-
$
-
Cash paid for taxes
$
-
$
-
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements
ENERTOPIA CORP.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
May 31, 2025
(Expressed in U.S. Dollars)
1. ORGANIZATION
The unaudited condensed consolidated interim financial statements for the period ended May 31, 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. These unaudited condensed consolidated interim financial statements should be read in conjunction with the August 31, 2024 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 $ 282,534 for the nine-months ended May 31, 2025 ($ 582,444 for the nine-months ended May 31, 2024) and as at May 31, 2025 has incurred cumulative losses of $ 15,853,921 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.
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, 2024.
b. Basis of Consolidation
The financial statements have been prepared on a consolidated basis with those of the Company's 76 % owned subsidiary, CapNTrack Inc. All intercompany transactions and balances have been eliminated.
c. Cash and Cash Equivalents
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 May 31, 2025 and August 31, 2024, cash and cash equivalents consisted of the following:
May 31,
August 31,
2025
2024
Cash
$
46,390
$
61,048
Cash equivalents
-
118,845
$
46,390
$
179,893
d. 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.
e. 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.
f. 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 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 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. 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.
g. Research and Development
Research and development costs are expensed as incurred.
h. 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 and the par value will remain unchanged at $0.001. 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.
i. 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.
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 January 2023 Cypress underwent a name change to Century Lithium Corp ("Century"). As at May 31, 2025 the Company has disposed of all 3,000,000 shares of Century, of which 350,600 were sold during the nine-month period May 31, 2025 (nine-month period May 31, 2024 - 1,214,500 ).
As at May 31, 2025, the movement in the Company's marketable securities is as follows:
Balance, August 31, 2024
$
67,516
Mark to market
377,803
Unrealized foreign exchange gain (loss)
-
Proceeds from disposal
( 75,947
)
Realized loss on disposal
( 352,239
)
Realized Foreign exchange loss on disposal
( 17,133
)
Balance, November 30, 2024
$
-
Additions
-
Balance, February 28, 2025
$
-
Additions
-
Balance, May 31, 2025
$
-
5. MINERAL PROPERTY
West Tonopah
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 nine-months ended May 31, 2025, the Company expensed $ 23,124 relating to travel and storage expenses. During the nine month period ended May 31, 2024, the Company expensed $ 57,444 in expenses relating to geologist work, sample assays, and travel expenses.
May 31,
May 31,
2025
2024
Geologists
$
-
$
14,362
Sample Assays
-
21,175
Travel & Misc
23,124
21,907
Total Exploration
$
23,124
$
57,444
6. RESEARCH AND DEVELOPMENT
Clean Technologies
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 technology has advanced to the prototype phase and the provisional patent number 63/782/745 was filed with the USPTO on April 3, 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")
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 %, now 76 %, controlling interest in CapNTrack to run the commercial and industrial operations related to the EMS. As of May 31, 2025, one of the co inventors passed away. At this time the 2.5 million shares pre share consolidation, 125,000 post consolidation shares are being reviewed by all parties with respect to the necessary probate and other paperwork to be released or cancelled. As at the period ended date of May 31, 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 May 31, 2025. On November 19, 2024 the USPTO notified the Company that patent number 12149091 was issued for EMS (Energy Management System).
During the nine months ended May 31, 2025 and 2024 the Company incurred the following research and development expenses:
May 31,
May 31,
2025
2024
Clean Technologies
$
95,832
$
129,740
Energy Management Systems
-
938
Total Research and Development
$
95,832
$
130,678
7. RELATED PARTY TRANSACTIONS
For the nine-month periods ended May 31, 2025, the Company was party to the following related party transactions:
•
The Company incurred $ 0 (May 31, 2024: $ 85,500 ) to the President of the Company in consulting fees. As at May 31, 2025, the Company had a balance owing of $ 8,744 owing to the President (August 31 2024, $ 0 )
•
The Company incurred $ 22,500 (May 31, 2024: $ 22,500 ) to the CFO of the Company in consulting fees.
•
The Company incurred $ 184 (May 31, 2024: $ 581 ) to a director of the Company in geological consulting services
•
The Company incurred $ 4,384 (May 31, 2024 $ 6,976 ) in total to two directors of the Company for director fees.
8. SHARE CAPITAL
The Company is authorized to issue up to 500 million shares.
During the nine-month period May 31 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 . 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.
During the nine months ended May 31, 2025, the Company issued 1,040,000 units for CAD$ 0.10 per unit, that included one common share and one whole warrant, exercisable at $ 0.10 per warrant for two years expiring May 8, 2027 for gross proceeds of CAD$ 104,000 . A cash finder's fee of CAD$ 2,400 and 74,000 full broker warrants valued at $ 6,915 (Note 9) was paid to third parties.
As at May 31, 2025 the Company had 8,799,394 (August 31, 2024: 7,758,305 ) shares issued and outstanding.
As at May 31, 2025 the Company had 175,000 (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 being reviewed by all parties with respect to the necessary probate and other paperwork to be released or cancelled 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.
9. 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 870,000 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.
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 1,550,000 , 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 nine-months ended May 31, 2025 the Company did not issue any options.
During the nine-months ended May 31, 2025 and 2024, the Company recorded $ 0 as stock based compensation expenses.
A summary of the changes in stock options for the nine-months ended May 31, 2025 is presented below:
Options Outstanding
Number of
Options
Weighted
Average
Exercise Price $
Weighted
Average
Remaining Life
(Years)
Aggregate
Intrinsic Value $
Balance, August 31, 2023
407,500
1.73
Issued
-
-
Expired
-
-
Exercised
-
-
Balance, August 31, 2024
407,500
1.73
Issued
-
-
Expired
-
-
Exercised
-
-
Balance, May 31, 2025 (Outstanding & Exercisable)
407,500
1.73
1.16
18,863
The Company has the following options outstanding and exercisable as at May 31, 2025:
Issue Date
Expiry Date
Exercise Price
Number of
Options
Remaining Life
(Years)
14-Dec-20
14-Dec-25
1.00
105,000
0.54
28-Jan-21
28-Jan-26
2.80
100,000
0.66
4-Feb-21
4-Feb-26
3.60
5,000
0.68
5-Feb-21
5-Feb-26
3.60
15,000
0.68
27-Apr-21
27-Apr-26
2.40
5,000
0.91
28-May-21
28-May-26
2.40
2,500
0.99
1-Sep-21
1-Sep-26
1.60
25,000
1.25
6-Dec-21
6-Dec-26
1.40
50,000
1.52
18-Aug-22
18-Aug-27
1.20
100,000
2.22
Balance outstanding and exercisable
407,500
1.16
Warrants
During the period ended May 31, 2025, 1,040,000 whole warrants were issued as part of units issued in the private placement that closed during May 2025, and 74,000 whole broker warrants. The warrants expire on May 8, 2027, with an exercise price of $ 0.10 during the 24-month period. The warrants were valued at $ 97,184 and $ 6,915 , respectively, and included in additional paid in capital. As of May 31, 2025, the intrinsic value of the warrants was $ 30,078 .
Issue Date
Expiry Date
Exercise Price
$
Number of
Warrants*
Weighted
Average Life
(Years)
Intrinsic Value
$
8-May-25
8-May-27
0.100
1,114,000
1.93
30,078
0.100
1,114,000
1.93
30,078
*Each warrant entitles a holder to purchase one common share.
There were no warrants outstanding as of August 31, 2024.
10. 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 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 CAD$ 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 CAD$ 853 per month plus GST that expires June 30, 2025. Rent expense for the nine-months ended May 31, 2025 and 2024 were $ 5,470 and $ 6,441 , respectively.
11. 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 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 May 31, 2025.
Long term Assets
Amount
United States of America
$
10,500
Balance May 31, 2025
$
10,500
Natural Resources
Technology
Corporate
Consolidated Total
May 31, 2025
$
$
$
$
Expenses
( 23,124
)
( 95,832
)
( 213,656
)
( 332,612
)
Other income (Note 4)
-
-
3,591
3,591
Segment Loss
( 23,124
)
( 95,832
)
( 210,065
)
( 329,021
)
Total Assets (Note 4, 5)
10,500
-
69,985
80,485
Long term Assets
Amount
United States of America
$
10,500
Balance August 31, 2024
$
10,500
Natural Resources
Technology
Corporate
Consolidated Total
August 31, 2024
$
$
$
$
Expenses
( 55,480
)
( 156,680
)
( 453,473
)
( 665,633
)
Other income (Note 4)
-
-
( 333,377
)
( 333,377
)
Segment Loss
( 55,480
)
( 156,680
)
( 786,850
)
( 999,010
)
Total Assets (Note 4, 5)
10,500
-
332,130
342,630
12. PREPAID EXPENSES AND DEPOSITS
The balance of Prepaid Expenses and Deposits consisted of the following:
May 31,
August 31,
Prepaid Expenses & Deposits
2025
2024
Consultants
$
-
$
12,000
Exploration costs
4,411
22,673
Fees and Dues
4,718
9,256
Insurance
11,106
33,720
Legal & Professional
859
-
Office Expenses
856
1,145
Total Prepaid Expenses& Deposits
$
21,950
$
78,794
13. SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation the following events have occurred that require disclosure.
On June 6, 2025, the Company granted 510,000 stock options at $ 0.15 vesting on grant and expiring June 6, 2028. 125,000 were issued to an officer, 150,000 to directors, and 235,000 to consultants.
In June 2025, an officer and director of the company exercised 500,000 warrants at $ 0.10 for a total of $ 50,000 .
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.