Enertopia Corp. 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk As a "smaller reporting company", we are not required to provide the information required by this Item. 24 Item 8. Consolidated Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Directors of Enertopia Corp. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Enertopia Corp. (the “Company”), as of August 31, 2025 and 2024, and the related consolidated statements of stockholders’ equity (deficit), operations and comprehensive loss, and cash flows for the years ended August 31, 2025, and 2024 and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Enertopia Corp. as of August 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended August 31, 2025, and 2024 in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a working capital deficit that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Except for the matter described in the Going Concern section, we have determined that there are no other critical audits matters to communicate in our auditor’s report. We have served as the Company's auditor since 2017. /s/ DAVIDSON & COMPANY LLP Vancouver, Canada Chartered Professional Accountants December 15, 2025 731 25 ENERTOPIA CORP. CONSOLIDATED BALANCE SHEETS (Expressed in U.S. Dollars) August 31, August 31, 2025 2024 ASSETS Current Cash and cash equivalents $ 74,740 $ 179,893 Marketable securities (Note 4) - 67,516 Accounts receivable 4,705 5,927 Prepaid expenses and deposit (Note 11) 35,547 78,794 Total Current Assets 114,992 332,130 Non-current assets, net Mineral property (Note 5) 10,500 10,500 TOTAL ASSETS $ 125,492 $ 342,630 LIABILITIES Current Accounts payable and accrued liabilities $ 297,231 $ 316,033 Due to related party (Note 7) 27,861 - Total Liabilities 325,092 316,033 STOCKHOLDERS' EQUITY (DEFICIT) Share Capital (Note 8) Authorized: 500,000,000 common voting shares with a par value of $ 0.001 per share Issued and outstanding: 10,339,394 common shares at August 31, 2025 and 7,758,305 at August 31, 2024 10,339 7,758 Additional paid-in capital (Note 9) 15,823,090 15,545,015 Deficit ( 16,031,753 ) ( 15,524,969 ) Equity attributable to shareholders of the Company ( 198,324 ) 27,804 Non-controlling interest ( 1,276 ) ( 1,207 ) Total Stockholders' Equity (DEFICIT) ( 199,600 ) 26,597 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 125,492 $ 342,630 The accompanying notes are an integral part of these consolidated financial statements 26 ENERTOPIA CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (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, 2023 7,758,305 $ 7,758 $ 15,545,015 $ ( 14,526,485 ) $ ( 681 ) $ 1,025,607 Non controlling interest - - - - ( 526 ) ( 526 ) Comprehensive loss - - - ( 998,484 ) - ( 998,484 ) Balance, August 31, 2024 7,758,305 $ 7,758 $ 15,545,015 $ ( 15,524,969 ) $ ( 1,207 ) $ 26,597 Common stock issued for reverse stock split fractional share round up 1,089 1 ( 1 ) - - - Common stock issued for cash 2,080,000 2,080 173,825 - - 175,905 Common stock issued for cash exercise of warrants 500,000 500 49,500 - - 50,000 Stock based compensation - - 54,751 - - 54,751 Non controlling interest - - - - ( 69 ) ( 69 ) Comprehensive loss - - - ( 506,784 ) - ( 506,784 ) Balance, August 31, 2025 10,339,394 $ 10,339 $ 15,823,090 $ ( 16,031,753 ) $ ( 1,276 ) $ ( 199,600 ) The accompanying notes are an integral part of these consolidated financial statements 27 ENERTOPIA CORP. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Expressed in U.S. Dollars) Years Ended August 31, August 31, 2025 2024 Expenses Accounting and audit $ 44,193 $ 48,637 Consulting (Note 7) 84,779 172,448 Fees and dues 45,997 64,497 Investor relations 41,969 25,493 Legal and professional 31,941 78,094 Office and miscellaneous 81,211 64,304 Mineral exploration costs 30,385 55,480 Research and development 153,266 156,680 Total expenses 513,741 665,633 Loss for the year before other items ( 513,741 ) ( 665,633 ) Other income (expense) Foreign exchange gain (loss) ( 1,543 ) 2,293 Realized loss on marketable securities ( 352,239 ) ( 1,265,781 ) Realized foreign exchange loss on marketable securities ( 17,133 ) ( 67,053 ) Unrealized gain on marketable securities 377,803 1,003,760 Unrealized foreign exchange gain (loss) on marketable securities - ( 6,596 ) Net loss for the year ( 506,853 ) ( 999,010 ) Net income (loss) attributable to: Common shareholders ( 506,784 ) ( 998,484 ) Non controlling interest ( 69 ) ( 526 ) Basic and diluted income (loss) per share Basic and diluted $ ( 0.06 ) $ ( 0.13 ) Weighted average number of common shares outstanding Basic and diluted (1) 8,224,943 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 consolidated financial statements 28 ENERTOPIA CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in U.S. Dollars) Years Ended August 31, August 31, 2025 2024 Cash flows used in operating activities Net Income (Loss) $ ( 506,853 ) $ ( 999,010 ) Changes to reconcile net loss to net cash used in operating activities Stock based compensation 54,751 - Unrealized (gain) loss on marketable securities ( 377,803 ) ( 1,003,761 ) Unrealized foreign exchange loss on marketable securities - 6,596 Loss on disposal of marketable securities 352,239 1,265,781 Foreign exchange loss on disposal of marketable securities 17,133 67,053 Change in non-cash working capital items: Accounts receivable 1,222 3,555 Prepaid expenses and deposits 43,247 10,544 Accounts payable and accrued liabilities ( 18,802 ) 628 Due to related parties 27,861 ( 17,196 ) Net cash used in operating activities $ ( 407,005 ) $ ( 665,810 ) Cash flows used in investing activities Proceeds from sale of marketable securities 75,947 586,122 Net cash used in investing activities $ 75,947 $ 586,122 Cash flows from financing activities Net proceeds from common shares issued for cash 175,905 - Net proceeds from warrants exercised 50,000 - Net cash from financing Activities $ 225,905 $ - Decrease in cash and cash equivalents ( 105,153 ) ( 79,688 ) Cash and cash equivalents at beginning of period 179,893 259,581 Cash and cash equivalents at end of period $ 74,740 $ 179,893 Supplemental information of cash flows: Cash paid for taxes $ - $ - The accompanying notes are an integral part of these consolidated financial statements 29 ENERTOPIA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS August 31, 2025 (Expressed in U.S. Dollars) 1. ORGANIZATION 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's office is located in Kelowna, B.C., Canada. 2. GOING CONCERN UNCERTAINTY The accompanying consolidated 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 for the foreseeable future. The Company had a working capital deficit of $ 210,100 as at August 31, 2025 and working capital of $ 16,097 as at August 31, 2024. As at August 31, 2025 the Company has incurred cumulative losses of $ 16,031,753 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 consolidated 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 consolidated financial statements. 3. SIGNIFICANT ACCOUNTING POLICIES a. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. 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 August 31, 2025, and 2024, cash and cash equivalents consisted of the following: August 31, August 31, 2025 2024 Cash $ 74,740 $ 61,048 Cash equivalents - 118,845 $ 74,740 $ 179,893 d. Mineral Properties Acquisition costs of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time proven or probable reserves are established for that project. Acquisition costs include cash consideration and the fair market value of shares issued on the acquisition of mineral properties. Expenditures relating to exploration activities are expensed as incurred and expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which subsequent expenditures relating to development activities for that particular project are capitalized as incurred. Where proven and probable reserves have been established, the project's capitalized expenditures are depleted over proven and probable reserves using the units-of production method upon commencement of production. Where proven and probable reserves have not been established, the project's capitalized expenditures are depleted over the estimated extraction life using the straight-line method upon commencement of extraction. The Company has not established proven or probable reserves for any of its projects. 30 The carrying values of the mineral rights are assessed for impairment by management on a quarterly basis and as required whenever indicators of impairment exist. An impairment loss is recognized if it is determined that the carrying value is not recoverable and exceeds fair value. e. Stock-Based Compensation The Company followed Accounting Standards Codification ("ASC") 718, "Compensation - Stock Compensation", to account for its stock options and similar equity instruments issued. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. ASC 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. f. Accounting Estimates The preparation of consolidated 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 consolidated 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. g. 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 warrants. h. Foreign Currency Translations The Company's operations are located in the United States of America and has its office in Canada. The Company and its subsidiary CapNTrack maintain their accounting records in U.S. Dollars, as follows: At the transaction date, each asset, liability, revenue and expense that was acquired or incurred in a foreign currency is translated into U.S. dollars by the using of the exchange rate in effect at that date. At the year end, monetary assets and liabilities are translated at the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations. i. 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: 31 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. j. Income Taxes The Company has adopted ASC 740, "Income Taxes", which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company's consolidated financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. k. Long-Lived Assets Impairment In accordance with ASC 360, "Accounting for Impairment or Disposal of Long Lived Assets", the carrying value of long lived assets are tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. l. Asset Retirement Obligations The Company accounts for asset retirement obligations in accordance with the provisions of ASC 410, "Asset Retirement and Environmental Obligations". ASC 410 requires the Company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. The Company does not believe it has any asset retirement obligation as of August 31, 2025 and 2024. m. Comprehensive Income The Company has adopted ASC 220, "Comprehensive Income", which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders' Deficiency. Comprehensive income comprises equity except those transactions resulting from investments by owners and distributions to owners. n. Concentration of credit risk The Company places its cash with high credit quality financial institutions. o. Commitments and Contingencies In accordance with ASC 450-20, "Accounting for Contingencies", the Company records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In the event that estimates or assumptions prove to differ from actual results, adjustments are made in subsequent periods to reflect more current information. Historically, the Company has not experienced any material claims. p. Research and Development Research and development costs are expensed as incurred. q. 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. 32 r. 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 August 31, 2025 the Company has disposed of all 3,000,000 shares of Century. As at August 31, 2025, the movement in the Company's marketable securities is as follows: Balance, August 31, 2023 $ 989,307 Mark to market 1,003,760 Unrealized foreign exchange gain (loss) ( 6,595 ) Proceeds from disposal ( 586,122 ) Realized loss on disposal ( 1,265,781 ) Realized Foreign exchange loss on disposal ( 67,053 ) 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, August 31, 2025 $ - 6. MINERAL PROPERTY West Tonopah On February 25, 2022, the Company staked 1,818 acres of unpatented mineral claims in Esmeralda County, Nevada for cash consideration of $ 10,500 . During the years ended August 31, 2025 and 2024, the mineral exploration expense consisted of: August 31, August 31, 2025 2024 Geologists $ - $ 14,362 Sample Assays - 21,175 Travel, Storage & Misc 30,385 19,943 Total Exploration $ 30,385 $ 55,480 7. 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". 33 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 August 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 August 31, 2025, there have been no operations in the JV and only office costs have been incurred. On November 19, 2024 the USPTO notified the Company that patent number 12149091 was issued for EMS (Energy Management System). The EMS is still in the research and development phase and it has not obtained commercial or operational feasibility as at the year end date of August 31, 2025. The research and development expenses for the years ending August 31, 2025 and 2024 consisted of the following: August 31, August 31, 2025 2024 Clean Technologies $ 150,766 $ 155,742 Energy Management Systems 2,500 938 Total Research and Development $ 153,266 $ 156,680 7. RELATED PARTY TRANSACTIONS For the year ended August 31, 2025, the Company was party to the following related party transactions with key management personnel, which consists of the President and Chief Financial Officer of the Company and its Directors: • Incurred $ 0 (2024 - $ 95,000 ) to the President of the Company in consulting fees. As at August 31, 2025, the accounts payable to the President of the Company was $ 27,861 , (2024: $ 0 ). • Incurred $ 30,000 (2024 - $ 30,000 ) to the Chief Financial Officer of the Company in consulting fees, and $ 13,419 in stock based compensation expense (2024 - $ 0 ). • The Company incurred $ 365 (2024 - $ 776 ) to a director of the Company in geological consulting services. • The Company incurred $ 4,384 (2024 - $ 9,297 ) in director fees to directors of the Company and $ 16,104 in stock based compensation expense (2024 - $ 0 ). 8. COMMON STOCK The Company is authorized to issue up to 500 million shares. During the year ended August 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 year ended August 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 ($ 73,084 ). 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. 1,040,000 common shares for $ 0.10 per share for gross proceeds of $ 104,000 . A cash finder's fee of $ 1,120 was paid to third parties. 500,000 common shares for the exercise of 500,000 warrants at $ 0.10 per warrant (Note 9). As at August 31, 2025 the Company had 10,339,394 shares issued and outstanding (2024 - 7,758,305 ). As at August 31, 2025 the Company had 175,000 (2024 - 350,000 ) shares held in escrow by our transfer agent in connection with the purchase of Clean energy pending patent approvals. 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. 34 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 years ended August 31, 2025, and 2024, the Company issued 510,000 and 0 options. During the years ended August 31, 2025 and 2024, the Company recorded $ 54,751 and $ 0 as stock-based compensation expense. The options were valued using the Black Scholes model with the following inputs: exercise price $ 0.15 , expected life of 3 years, volatility of 230 %, dividend rate of $ 0 , and risk free rate of 4.02 %. During the years ended August 31, 2025 and 2024, no options were exercised. A summary of the changes in stock options is presented below: 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 510,000 0.15 Expired - - Exercised - - Balance, August 31, 2025 (Outstanding & Exercisable) 917,500 0.85 1.94 249,378 The Company has the following options outstanding and exercisable as at August 31, 2025: Issue Date Expiry Date Exercise Price $ Number of Options Remaining Life (Years) 14-Dec-20 14-Dec-25 1.00 105,000 0.29 28-Jan-21 28-Jan-26 2.80 100,000 0.41 4-Feb-21 4-Feb-26 3.60 5,000 0.43 5-Feb-21 5-Feb-26 3.60 15,000 0.43 27-Apr-21 27-Apr-26 2.40 5,000 0.65 28-May-21 28-May-26 2.40 2,500 0.74 1-Sep-21 1-Sep-26 1.60 25,000 1.00 6-Dec-21 6-Dec-26 1.40 50,000 1.27 18-Aug-22 18-Aug-27 1.20 100,000 1.96 6-Jun-25 5-Jun-28 0.15 510,000 2.76 Balance outstanding and exercisable 917,500 1.94 *As at August 31, 2025 the market price of the Company's common shares was $ 0.3936 per share. The intrinsic value of the stock options was $ 249,378 . Warrants During the year ended August 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 August 31, 2025, the intrinsic value of the warrants was $ 180,270 . There were no warrants issued during the year ended August 31, 2024. During the year ended August 31, 2025 and 2024, 500,000 and 0 warrants were exercised, respectively and for $ 50,000 and $ 0 , respectively. 35 A summary of warrants as at August 31, 2025 and 2024 is as follows: Number of Warrants Weighted Average Exercise Price Balance, August 31, 2023 - $ 0.00 Issued - - Balance, August 31, 2024 - - Issued 1,114,000 0.10 Expired - - Exercised ( 500,000 ) 0.10 Balance, Aug 31, 2025 614,000 $ 0.10 Issue Date Expiry Date Exercise Price $ Number of Warrants* Weighted Average Life (Years) Intrinsic Value $ 8-May-25 8-May-27 0.100 614,000 1.68 180,270 0.100 614,000 1.68 180,270 *Each warrant entitles a holder to purchase one common share. 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, this contract has been suspended since July 1, 2024 pending 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$ 725 per month plus GST runs month to month. Rent expense for the years ended August 31, 2025 and 2024 were $ 7,148 and $ 8,300 , respectively. 11. PREPAID EXPENSES AND DEPOSITS The balance of Prepaid Expenses and Deposits consisted of the following: August 31, August 31, Prepaid Expenses & Deposits 2025 2024 Consultants $ - $ 12,000 Exploration costs 17,600 22,673 Fees and Dues 10,749 9,256 Insurance 3,413 33,720 Legal & Professional - - Office Expenses 3,785 1,145 Total Prepaid Expenses& Deposits $ 35,547 $ 78,794 12. INCOME TAXES The following table reconciles the income tax benefit at the U.S. Federal statutory income tax rates to income tax benefit at the Company's effective tax rates at August 31, 2025 and 2024: August 31, August 31, 2025 2024 Income (loss) before taxes $ ( 506,853 ) $ ( 999,010 ) Statutory tax rate 21 % 21 % Expected income tax expense (recovery) ( 106,439 ) ( 209,792 ) Non-deductible items - 72 Change in enacted rates and other 107,301 ( 23,804 ) Change in valuation allowance ( 862 ) 233,524 Income tax expense (recovery) $ - $ - Deferred taxes reflect the tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes. 36 Deferred tax assets (liabilities) at August 31, 2025 and 2024 are comprised of the following: August 31, August 31, 2025 2024 Net operating loss carry forwards $ 2,744,096 $ 2,970,455 Intangible assets - 52,627 Marketable securities - 79,339 Mineral property - - Capital loss carry forwards 486,345 128,882 3,230,441 3,231,303 Valuation allowance ( 3,230,441 ) ( 3,231,303 ) Deferred tax assets (liabilities) $ - $ - The Company has net operating loss carry forwards of approximately $ 13,067,126 (2024 - $ 14,145,026 ) a portion of which may be carried forward up to 20 years to apply against future taxable income for US tax purposes, subject to the final determination by the taxation authority, expiring in the following years. Future tax assets have not been recognized because it is not probable that future taxable profit will be available against which the Company can utilize the benefits therefrom. 13. 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 year ended date of August 31, 2025. Natural Resources Technology Corporate Consolidated Total August 31, 2025 $ $ $ $ Expenses ( 30,385 ) ( 153,266 ) ( 330,090 ) ( 513,741 ) Other income (Note 4) - - 6,888 6,888 Segment Loss ( 30,385 ) ( 153,266 ) ( 323,202 ) ( 506,853 ) Total Assets (Note 4, 5) 10,500 - 114,992 125,492 Long term Assets Amount United States of America $ 10,500 Balance August 31, 2025 $ 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 Long term Assets Amount United States of America $ 10,500 Balance August 31, 2024 $ 10,500 14. SUBSEQUENT EVENTS Management has evaluated subsequent events through the date these consolidated financial statements were issued. Based on our evaluation the following material events have occurred that require disclosure. As of December 15th, 2025, 105,000 options with an exercise price of $ 1.00 expired unexercised. 37 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods, including the interim period up through the date the relationship ended.