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Aether Global Innovations Corp. — Audit Report / Information 2024
Jun 30, 2025
46974_rns_2025-06-30_2f4713d7-d1ed-4ad2-b24e-20d31d3976db.pdf
Audit Report / Information
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aether
Global
Innovations
Corporation
AETHER GLOBAL INNOVATIONS CORP.
FINANCIAL STATEMENTS
For The Years Ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
CLEARHOUSE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
INDEPENDENT AUDITOR'S REPORT
To the Shareholders of
Aether Global Innovations Corp
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of Aether Global Innovations Corp (the Company), which comprise the statements of financial position as at November 30, 2024, and the statements of comprehensive loss, statements of changes in equity and statements of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at November 30, 2024, and its financial performance and its cash flows for the year then ended, in accordance with International Financial Reporting Standards.
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibility for the Audit of Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Relating to Going Concern
We draw your attention to Note 1 in the financial statements, which indicates the Company incurred a comprehensive loss of $823,846 during the year ended November 30, 2024. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Other Matter
The financial statements of the Company for the year ended November 30, 2024, were audited by another auditor, who expressed an unmodified opinion on those statements on May 15, 2024.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended November 30, 2024. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Except for the matter described in the Emphasis of Matter – Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our auditor’s report.
Information Other than the Financial Statements and Auditor’s Report Thereon
Management is responsible for the other information. The other information comprises the annual management’s discussion and analysis, but does not include the financial statements and our auditor’s report thereon.
2560 MATHESON BLVD E., SUITE 527, MISSISSAUGA, ON L4W 4Y9 | (647) 969-7382 | [email protected] | CLEARHOUSE.CA
CLEARHOUSE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Entity's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Entity or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibility for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are
2560 MATHESON BLVD E., SUITE 527, MISSISSAUGA, ON L4W 4Y9 | (647) 969-7382 | [email protected] | CLEARHOUSE.CA
CLEARHOUSE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Entity to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because of the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor's report is Pat Kenney.
Clearhouse LLP
Chartered Professional Accountants
Licensed Public Accountants
Mississauga, Ontario
June 30, 2025
2560 MATHESON BLVD E., SUITE 527, MISSISSAUGA, ON L4W 4Y9 | (647) 969-7382 | [email protected] | CLEARHOUSE.CA
AETHER GLOBAL INNOVATIONS CORP.
Statements of Financial Position
(Expressed in Canadian dollars)
| As at | Note | November 30, 2024 | November 30, 2023 |
|---|---|---|---|
| ASSETS | |||
| Current assets | |||
| Cash | $ | 198 | $ 38,555 |
| Sales tax receivable | 4,866 | 5,826 | |
| Prepaid expenses | 4 | - | 183,872 |
| Total current assets | 5,064 | 228,253 | |
| Non-current assets | |||
| Long-term receivable | 5 | 1 | 1 |
| Total assets | $ | 5,065 | $ 228,254 |
| LIABILITIES | |||
| Current liabilities | |||
| Accounts payable | 6 | $ 781,936 | $ 77,126 |
| Loans payable | 8 | 160,174 | 48,000 |
| Due to related parties | 7 | 102,573 | 372,650 |
| 1,044,683 | 497,776 | ||
| Non-current liabilities | |||
| Loan payable | 8 | 50,000 | - |
| Total liabilities | 1,094,683 | 497,776 | |
| SHAREHOLDERS' DEFICIT | |||
| Share capital | 10 | 13,920,198 | 13,916,448 |
| Contributed surplus | 10 | 2,709,790 | 2,709,790 |
| Reserves | 10 | 236,512 | 248,928 |
| Deficit | (17,956,118) | (17,144,688) | |
| Total shareholders' deficit | (1,089,618) | (269,522) | |
| Total liabilities and shareholders' deficit | $ | 5,065 | $ 228,254 |
Going concern – Note 1
Commitments and contingencies – Note 13
Subsequent events – Note 17
These financial statements are authorized for issuance by the Board of Directors on June 27, 2025. Approved on behalf
of the Board:
"Philip Lancaster"
Philip Lancaster, Director
"Douglas Smith"
Douglas Smith, Director
The accompanying notes are an integral part of these financial statements.
AETHER GLOBAL INNOVATIONS CORP.
Statements of Loss and Comprehensive Loss
(Expressed in Canadian dollars)
| Years Ended November 30 | |||
|---|---|---|---|
| Note | 2024 | 2023 | |
| OPERATING EXPENSES | |||
| General and administrative | 14 | $ 701,143 | $ 1,070,574 |
| Business development | 14 | 106,312 | 386,991 |
| Total operating expenses | 807,455 | 1,457,565 | |
| OTHER INCOME (EXPENSES) | |||
| Impairment loss | 2 | - | (209,702) |
| Interest income | - | 3,765 | |
| Interest expense | 8,10 | (11,509) | - |
| Gain on debt forgiveness | 7 | - | 62,500 |
| Foreign exchange loss | (4,882) | (3,068) | |
| Total other income (expense) | (16,391) | (146,505) | |
| Loss from continuing operations | (823,846) | (1,604,070) | |
| Gain (loss) from discontinued operations | |||
| - loss of control | 4 | - | 995,142 |
| Net Gain from discontinued operations | - | 995,142 | |
| Net Loss for the year | (823,846) | (608,928) | |
| OTHER COMPREHENSIVE LOSS | |||
| Foreign currency translation loss | - | (25,131) | |
| TOTAL COMPREHENSIVE LOSS FOR THE YEAR | $ (823,846) | $ (634,059) | |
| Loss per share from continuing operations, | |||
| Basic and Diluted | $ (0.01) | $ (0.02) | |
| Earnings (loss) per share from discontinued operations, | |||
| Basic | $ - | $ 0.01 | |
| Earnings (loss) per share from discontinued operations, | |||
| Diluted | $ - | $ 0.01 | |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES | |||
| OUTSTANDING, Basic | 105,526,105 | 86,795,825 | |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES | |||
| OUTSTANDING, Diluted | 105,526,105 | 126,769,515 |
The accompanying notes are an integral part of these financial statements.
4
AETHER GLOBAL INNOVATIONS CORP.
Statements of Changes in Shareholders' Equity (Deficit)
(Expressed in Canadian dollars)
| Share capital (Note 10) | Reserves | Accumulated other comprehensive losses | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Amount | Contributed Surplus | Warrants | Options | Deficit | Debt | % | ||
| Balance, November 30, 2022 | 59,317,461 | $ 11,851,771 | $ 2,709,790 | $ - | $ - | $ (16,535,760) | $ 25,131 | $ (1,949,068) | |
| Shares issued as compensation | 2,600,000 | 169,000 | - | - | - | - | - | 169,000 | |
| Shares issued for cash | 43,587,000 | 2,278,420 | - | - | - | - | - | 2,278,420 | |
| Shares issuance costs | - | (233,403) | - | - | - | - | - | (233,403) | |
| Fair value of warrants issued | - | (149,340) | - | 149,340 | - | - | - | - | |
| Fair value of stock options | - | - | - | - | 99,588 | - | - | 99,588 | |
| Net loss for the year | - | - | - | - | - | (608,928) | - | (608,928) | |
| Foreign currency translation loss | - | - | - | - | - | - | (25,131) | (25,131) | |
| Balance, November 30, 2023 | 105,504,461 | 13,916,448 | 2,709,790 | 149,340 | 99,588 | (17,144,688) | - | (269,522) | |
| Balance, November 30, 2023 | 105,504,461 | 13,916,448 | 2,709,790 | 149,340 | 99,588 | (17,144,688) | - | (269,522) | |
| Shares issued for interest payment | 100,000 | 3,750 | - | - | - | - | - | 3,750 | |
| Fair value of stock options cancelled | - | - | - | - | (12,416) | 12,416 | - | - | |
| Net loss for the year | - | - | - | - | - | (823,846) | - | (823,846) | |
| Balance, November 30, 2024 | 105,604,461 | $13,920,198 | $2,709,790 | $ 149,340 | $ 87,172 | $ (17,956,118) | $ - | $ (1,089,618) |
The accompanying notes are an integral part of these financial statements.
AETHER GLOBAL INNOVATIONS CORP.
Statements of Cash Flows
(Expressed in Canadian dollars)
| Years ended November, 30 | ||
|---|---|---|
| 2024 | 2023 | |
| Cash Flows from Operating Activities | ||
| Net loss for the year | $ (823,846) | $ (608,928) |
| Items not affecting cash: | ||
| Interest accretion | 11,509 | - |
| Gain from loss of control of subsidiaries | - | (995,142) |
| Stock based compensation | - | 99,588 |
| Foreign exchange gain | - | (25,131) |
| Gain on debt forgiveness | - | (62,500) |
| Shares issued as compensation | - | 169,000 |
| Impairment loss | - | 209,702 |
| Changes in non-cash working capital: | ||
| Sales tax receivable | 960 | 3,257 |
| Prepaid expenses | 183,872 | (152,925) |
| Due to related parties | (279,858) | 325,742 |
| Accounts payable and accrued liabilities | 704,811 | (924,237) |
| Net cash used in operating activities - continuing operations | (202,552) | (1,961,574) |
| Net cash used in operating activities - discontinued | - | (764,435) |
| Net cash used in operating activities | (202,552) | (2,726,009) |
| Cash Flows from Investing Activities | ||
| Long-term receivables | - | (209,703) |
| Net cash used in investing activities- continuing | - | (209,703) |
| Net cash provided by investing activities – discontinued operations | - | 995,142 |
| Net cash provided by investing activities | - | 785,439 |
| Cash Flows from Financing Activities | ||
| Shares issued for cash | - | 2,278,420 |
| Share issuance costs | - | (233,403) |
| Proceeds (repayment) from Loan Payable | 155,000 | (79,019) |
| Loan from related party | 9,196 | - |
| Net cash provided by financing activities- continuing operations | 164,196 | 1,965,998 |
| Net cash provided by financing activities- discontinued | - | - |
| Net cash provided by financing activities | 164,196 | 1,965,998 |
| Increase (decrease) in cash | (38,357) | 25,428 |
| Cash, beginning of the year | 38,555 | 13,127 |
| Cash, end of the year | $ 198 | $ 38,555 |
Supplemental cash flow information – Note 12
The accompanying notes are an integral part of these financial statements.
6
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
1. NATURE OF OPERATIONS AND GOING CONCERN
Aether Global Innovations Corp. (the "Company") was incorporated under the Business Corporations Act of British Columbia on October 17, 2011. The head office, principal address and registered and records office of the Company are located at 700 – 1199 West Hastings Street, Vancouver, B.C., V6E 3T5.
The Company's common shares are listed on the Canadian Securities Exchanged (CSE) under the symbol "AETH", on the Frankfurt Stock Exchange under the Symbol: 4XA, WKN# - A2N8RH and on the OTC Markets Group ("OTCQB") under the symbol: AETHF.
Previously, the Company's principal business activity through its subsidiary, Plymouth Rock USA ("PRT USA"), focused on developing technologies related to remotely detecting assault firearms and suicide bombs concealed on the person or a carry bag. The Company also incorporated a subsidiary in United Kingdom, Plymouth Rock Technologies UK Limited ("PRT UK") to augment the Company's existing research and development of its drone technologies for the US and EMEA markets. Moreover, the Company acquired Tetra Drones Limited ("Tetra") to provide the Company with drones production line in the United Kingdom. On December 1, 2022, the Company lost control over PRT USA, PRT UK, and Tetra. Hence, the Company has discontinued the above subsidiaries according to the requirements of IFRS 10 (Note 3).
To date, the Company is in a transition stage to refocus the Company's business operations from developing various technologies, to a drone management and solutions provider.
Going Concern
These financial statements are prepared on a going concern basis, which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. At present, the Company's operations do not generate cash flows. The Company has incurred losses since inception and has a comprehensive loss of $823,846 for the year ended November 30, 2024, and had an accumulated deficit of $17,956,118 as at November 30, 2024. The ability of the Company to continue as a going concern is dependent on achieving profitable operations, commercializing its technologies, and obtaining the necessary financing in order to develop these technologies further. The outcome of these matters cannot be predicted at this time. The management plans to continue reviewing the prospects of raising additional debt and equity financing to support its operations until such time that its operations become self-sustaining, to fund its research and development activities and to ensure the realization of its assets and discharge of its liabilities. While the Company is expanding its best efforts to achieve the above plans, there is no assurance that any such activity will generate sufficient funds for future operations. These factors indicate the existence of material uncertainty which cast significant doubt about the Company's ability to continue as a going concern and therefore it may be unable to realize its assets and discharge its liabilities in the normal course of business.
The Company is not expected to be profitable during the ensuing 12 months from the date of the issuance of the financial statement, and therefore must rely on securing additional funds from either issuance of debt or equity financing for cash consideration. During the year ending November 30, 2024, the Company received net cash proceeds of $164,196 pursuant to financing activities. Management has been successful in raising capital through periodic private placements of the Company's common shares and loans in the past, however there is no certainty that financing will be available in the future, or certainty that management's planned actions to address this situation will be successful.
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
1. NATURE OF OPERATIONS AND GOING CONCERN (continued)
Going Concern (continued)
These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future rather than a process of forced liquidation. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. Such adjustments could be material.
2. MATERIAL ACCOUNTING POLICIES
Statement of compliance and basis of presentation
These financial statements ("Financial Statements") have been prepared using accounting policies consistent with IFRS as issued by the International Accounting Standard Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").
These Financial Statements are authorized for issue by the Board of Directors on June 27, 2025.
These financial statements have been prepared on a historical cost basis except for financial instruments classified as fair value through profit or loss, which are stated at their fair values. In addition, these Financial Statements have been prepared using the accrual basis of accounting.
These Financial Statements are presented in Canadian dollars, which is the Company's functional currency. The functional currency of PRT USA was U.S. Dollars and the functional currency of PRT UK and Tetra was British Pound Sterling ("£"). The assets and liabilities of PRT USA, PRT UK and Tetra are translated into Canadian dollars at the rate of exchange prevailing at the reporting date and their income and expense items are translated at average exchange rates for the period. Exchange differences arising on the translation are recognized in other comprehensive income.
Critical accounting judgments, estimates and assumptions
The preparation of these Financial Statements in conformity with IFRS requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the Financial Statements and reported amounts of income and expenses during the period. Actual results could differ from these estimates.
Significant estimates used in preparing the Financial Statements include, but are not limited to the following:
a. Deferred taxes
The calculation of deferred tax is based on the ability of the Company to generate future taxable income, the estimation of which is subject to significant uncertainty as to the amount and timing. The calculation of deferred tax is also based on assumptions, which are subject to uncertainty as to timing and which tax rates are expected to apply when temporary differences reverse. Deferred tax recorded is also subject to uncertainty regarding the magnitude on non-capital losses available for carry forward and of the balances in various tax pools as the corporate tax returns have not been prepared as of the date of financial statement preparation.
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
2. MATERIAL ACCOUNTING POLICIES (continued)
Critical accounting judgments, estimates and assumptions (continued)
b. Stock-based payments
The fair value of stock options and finders' warrants issued are subject to the limitations of the Black-Scholes option pricing model that incorporates market data and involves uncertainty in estimates used by management in the assumptions. Because the Black-Scholes option pricing model requires the input of highly subjective assumptions, including the expected lift, volatility of share prices, risk-free rate and dividend yield, changes in subjective input assumptions can materially affect the fair value estimate.
c. Impairment of non-financial assets
Impairment exists when the carrying value of an asset or cash generating unit ("CGU") exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The fair value less costs to sell calculation is based on available data from binding sales transactions in an arm's length transaction of similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow model.
d. Leases
Management uses estimation in determining the incremental borrowing rate used to measure the lease liability, specific to the asset, underlying currency and geographic location.
Significant judgments used in the preparation of these Financial Statements include, but are not limited to the following:
(i) Going concern
Management has applied judgements in the assessment of the Company's ability to continue as a going concern when preparing its Financial Statements for the year ended November 30, 2024. Management prepares the Financial Statements on a going concern basis unless management either intends to liquidate the entity or to cease trading or has no realistic alternative but to do so.
In assessing whether the going concern assumption is appropriate, management accounts for all available information about the future, which is at least, but is not limited to, twelve months from the issuance of the financial statements.
(i) Business combinations
Determination of whether a set of assets acquired and liabilities assumed constitute the acquisition of a business or asset may require the Company to make certain judgments as to whether or not the assets acquired and liabilities assumed include the inputs, processes and outputs necessary to constitute a business as defined in IFRS 3 – Business Combinations. Based on an assessment of the relevant facts and circumstances, the Company concluded that the acquisition disclosed in Note 3 met the criteria for accounting as a business combination.
Cash
Cash consists of amounts held in banks and highly liquid investments with limited interest and credit risk.
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
2. MATERIAL ACCOUNTING POLICIES (continued)
Consolidation
The Financial Statements include the accounts of the Company and its wholly-owned subsidiaries up to the date the Company had control (Note 3).
Control exists when the Company has the power and ability, directly or indirectly, to direct the relevant activities of an entity to obtain benefit from its activities. Subsidiaries are fully consolidated from the date that control commences until the date the control ceases. The accounting policies of the Company's subsidiaries have been aligned with the policies adopted by the Company. When the Company ceases to control a subsidiary, the financial statements of the subsidiary are de-consolidated (Note 3).
Equipment
Recognition and measurement
On initial recognition, equipment is valued at cost, being the purchase price and directly attributable cost of acquisition or construction required to bring the asset to the location and condition necessary to be capable of operating in the manner intended by the Company, including appropriate borrowing costs and the estimated present value of any future unavoidable costs of dismantling and removing the items. The corresponding liability is recognized within provisions.
Equipment is subsequently measured at cost less accumulated depreciation, less any accumulated impairment losses.
When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment.
Gains and losses
Gains and losses on disposal of an item of equipment are determined by comparing the proceeds from disposal with the carrying amount and are recognized net within other income in profit or loss.
Depreciation
Half of the normal depreciation is taken in the year of acquisition for equipment with declining balance method. The depreciation rates applicable to each category of property and equipment are as follows:
| Computer equipment | 55% declining balance | Vehicles | 30% declining balance |
|---|---|---|---|
| Furniture | 20% declining balance | Leasehold improvements | 30% declining balance |
| Demo equipment | 20% declining balance |
Inventories
The Company values inventories at the lower of cost and net realizable value. Cost includes the costs of purchases net of vendor allowances plus other costs, such as transportation, that are directly incurred to bring the inventories to their present location and condition.
Business combinations
Business combinations are accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values at the date of acquisition, of assets transferred, liabilities incurred or assumed, and equity instruments issued by the Company. The acquiree's identifiable assets and liabilities assumed are recognized at their fair value at the acquisition date. Acquisition-related costs are recognized in profit or loss as incurred. The excess of consideration over the fair value of the net identifiable assets and liabilities acquired is recorded as goodwill. Any gain on a bargain purchase is recorded in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. Any goodwill that arises is tested annually for impairment.
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
2. MATERIAL ACCOUNTING POLICIES (continued)
Share capital
The Company records proceeds from the issuance of its common shares as equity. Proceeds received on the issuance of units, consisting of common shares and warrants, are allocated between the common share and warrant component. The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the most easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component.
The fair value of the common shares issued in the private placement was determined to be the most easily measurable component and were valued at their fair value, as determined by the closing quoted price on the issuance date. The remaining proceeds, if any, are allocated to the attached warrants. Any fair value attributed to the warrants, is recorded as warrant reserve. Management does not expect to record a value to the warrant in most equity issuances as unit private placements are commonly priced at market or at a permitted discount to the market. If the warrants are issued as share issuance costs, the fair value of agent's warrants are measured using the Black-Scholes option pricing model and recognized in equity as a deduction from the proceeds.
If the warrants are exercised, the related amount is reclassified as share capital. If the warrants expire unexercised, the related amount remains in warrant reserve.
Incremental costs directly attributable to the issue of new common shares are shown in equity as a deduction, net of tax, from the proceeds. Common shares issued for consideration other than cash are valued based on their market value at the date that shares are issued.
Stock-based payment
The Company recognizes share-based payment expense for the estimated fair value of equity-based instruments granted to both employees and non-employees. Compensation expense is recognized when the options are granted with the same amount being recorded as contributed surplus. The expense is determined using an option pricing model that accounts for the exercise price, the term of the option, the current share price, the expected volatility of the underlying shares, the expected dividend yield, and the risk-free interest rate for the term of the option. If the options are exercised, the contributed surplus will be reduced by the applicable amount. Share-based payment calculations have no effect on the Company's cash position.
Earnings (loss) per share
Basic earnings (loss) per share are calculated using the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are calculated using the treasury stock method. This method for diluted earnings (loss) per share assumes that common shares are issued for the exercise of options, warrants and convertible securities and that the assumed proceeds from the exercise of options, warrants and convertible securities are used to purchase common shares at the average market price during the period. The difference between the number of shares assumed issued and the number of shares assumed purchased is then added to the basic weighted average number of shares outstanding to determine the fully diluted number of common shares outstanding. No calculation of diluted earnings (loss) per shares is assumed during the periods in which a net loss is incurred as the effect is anti-dilutive.
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
2. MATERIAL ACCOUNTING POLICIES (continued)
Financial instruments
Financial assets
a) Classification
The Company classifies its financial instruments in the following categories: at fair value through profit and loss ("FVTPL"), at fair value through other comprehensive income (loss) ("FVTOCI") or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.
b) Measurement
Financial assets and liabilities at amortized cost
Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment. The Company's financial assets measured at amortized cost are comprised of its cash and accounts receivables, net. The Company's financial liabilities measured at amortized cost are comprised of its accounts payable and accrued liabilities, loans payable, due to related party, lease liabilities and lease liabilities.
Financial assets and liabilities at FVTPL
Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss and comprehensive loss in the period in which they arise. The Company does not hold any debt instruments at FVTPL.
Debt instruments at FVTOCI
These assets are initially measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses associated with changes in fair value are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss. The Company does not hold any debt instruments at FVTOCI.
Equity instruments at FVTOCI
These assets are initially measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses associated with changes in fair value are recognized in OCI and are never reclassified to profit or loss. The Company does not hold any equity instruments at FVTOCI.
c) Impairment of financial assets at amortized cost
The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.
12
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
2. MATERIAL ACCOUNTING POLICIES (continued)
d. Derecognition
Financial assets
The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.
Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof.
The Company derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire.
Financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and/or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
Gains and losses on derecognition are generally recognized in profit or loss.
The Company applies the simplified approach for accounts receivable that do not contain a significant financing component. Using the simplified approach, the Company records a loss allowance equal to the expected credit losses resulting from all possible default events over the assets' contractual lifetime.
Interest
Interest income and expense are recognized in profit or loss using the effective interest method.
The 'effective interest rate' is the rate that exactly discounts estimated future cash payments over the expected life of the financial instrument to the gross carrying amount of the financial asset or the amortized cost of the financial liability. The effective interest rate is calculated considering all contractual terms of the financial instruments, except for the expected credit losses of financial assets.
The 'amortized cost' of a financial asset or financial liability is the amount at which the instrument is measured on initial recognition minus principal repayments, plus or minus any cumulative amortization using the effective interest method of any difference between the initial amount and maturity amount and adjusted for any expected credit loss allowance. The 'gross carrying amount' of a financial asset is the amortized cost of a financial asset before adjusting for any expected credit losses.
Interest income and expense is calculated by applying the effective interest rate to the gross carrying amount of the financial asset (when the asset is not credit-impaired) or the amortized cost of the financial liability.
Where a financial asset has become credit-impaired subsequent to initial recognition, interest income is calculated in subsequent periods by applying the effective interest method to the amortized cost of the financial asset. If the asset subsequently ceases to be credit-impaired, calculation of interest income reverts to the gross basis.
Offsetting
Financial assets and financial liabilities are offset, with the net amount presented in the statement of financial position, when, and only when, the Company has a current and legally enforceable right to set off the recognized amounts and intends either to settle on a net basis or realize the asset and settle the liability simultaneously.
Income and expenses are presented on a net basis only when permitted under IFRS, or when arising from a group of similar transactions if the resulting income and expenses are not material.
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
2. MATERIAL ACCOUNTING POLICIES (continued)
Revenue recognition
Revenue is recognized by applying the five-step model under IFRS 15. The Company recognizes revenue when, or as the goods or services are transferred to the control of the customer and performance obligations are satisfied. The Company's revenue is comprised of sales of its radar systems, radar components and engineering design and development services. The Company's revenue is recognized when control of the goods has been transferred, when the goods are delivered to customers and when all performance obligations have been fulfilled. The amounts recognized as revenue represent the fair values of the considerations received or receivable from third parties on the sales of goods to customers, net of goods and services taxes and less returns, and discounts, at which time there are no conditions for the payment to become due other than the passage of time. For its engineering design and development services, revenue is recognized when the service has been rendered.
Deferred revenue
The Company recognizes deferred revenue when the customers pay in advance for the goods or services to be delivered in future periods. Revenue will be recognized in the future period when the goods and services are provided and in accordance with IFRS 15.
Income taxes
Income tax is recognized in profit or loss except to the extent that it relates to equity items, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted at period end, adjusted for amendments to tax payable with regards to previous years. Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences do not result in deferred tax assets or liabilities: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting profit (loss) nor taxable profit (loss); and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the financial position date.
A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
Related party transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.
Parties are also considered to be related if they are subject to common control and related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
2. MATERIAL ACCOUNTING POLICIES (continued)
Subsidiaries
Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those adopted by the Company.
Changes in the Company's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
Loss of control
When the Company loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any resulting gain or loss is recognized in the consolidated statement of operations. Any interest retained in the former subsidiary is measured at fair value when control is lost.
Discontinued operations
The Company classifies a component of the reporting entity is disposed of as discontinued operations if or the disposal represents a strategic shift that has (or will have) a major effect on a reporting entity's operations and financial results. Such disposal groups are measured at the lower of their carrying amount and fair value less costs to sell.
A disposal Company qualifies as discontinued operations if it is a component of an entity that either has been disposed of, or is classified as held for sale, and:
- Represents a separate major line of business or geographical area of operations.
- Is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations.
- Is a subsidiary acquired exclusively with a view to re-sell
Loss from discontinued operations are excluded from net loss from continuing operations and are presented as a single amount under "loss from discontinued operations" account in the consolidated statement of loss and comprehensive loss.
Accounting standards, amendments and interpretations not yet effective
The Company has performed an assessment of new and revised standards issued by the IASB that are not yet effective. The Company has assessed that the impact of adopting these accounting standards on its financial statements would not be material.
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
3. DISCONTINUED OPERATIONS – LOSS OF CONTROL
During first two quarters of fiscal year ending November 30, 2023, the Company did a full review on UK Operations (PRT UK and Tetra Drones) to mitigate further losses on these subsidiaries. After months of discussion, the Board decided that to protect the interest of shareholders, the Company will be better off putting the UK subsidiaries under liquidation. Therefore, on June 16, 2023, the Company announced its decision to close down previously controlled subsidiaries, PRT UK and Tetra Drones, as a result of the move towards a drone management and monitoring solutions business. On July 6, 2023, pursuant to a special resolution by its Directors, PRT UK was wound up voluntarily and the Directors appointed liquidators in the UK for the purposes of such winding up. On September 4, 2023, pursuant to a special resolution by its Directors, Tetra Drones was also put into liquidation.
Similarly, due to difficulty in obtaining complete and accurate books and records, resignation of key management personnel in the US Subsidiary, on July 20, 2023, the Company announced that it has also ceased operations with its U.S. Subsidiary, PRT USA.
During the third quarter of fiscal year ending November 30, 2023, the Company determined that based on their decision to put PRT UK and Tetra Drones into liquidation and to cease operations with PRT USA, the Company no longer has control over the operations of the said subsidiaries and there is no intent from management to continue operating these businesses. The Company assessed the date of loss of control and determined it be December 1, 2022 as no reliable financial records and supporting documents were accessible from the three subsidiaries for financial reporting purposes subsequent to November 30, 2022.
Discontinued Operations
As a result of loss of control, the Company considered its PRT UK, PRT USA and Tetra Drones operations to have met the definition of discontinued operations and as such, assets, liabilities and results of operations that can be distinguished operationally and for financial reporting purposes from the rest of the Company have been terminated and reported separately in the financial statements.
A discontinued operation is a component of the Company that either has been abandoned, disposed of, or is classified as held for sale, and: (i) represents a separate major line of business or geographical area of operation; (ii) is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operation; or (iii) is a subsidiary acquired exclusively with a view to resell.
During the years ended November 30, 2024 and 2023, the gain from discontinued operations – loss of control presented in the statement of loss and comprehensive loss is broken down as follows:
| Year Ended November 30 | ||
|---|---|---|
| 2024 | 2023 | |
| Net Gain from discontinued operations – loss of control | $ - | $ 995,142 |
After the loss of control, the Company also deconsolidated the net liabilities of the previously controlled subsidiaries for financial reporting purposes. The Company did not receive anything from the disposal of its investments. This then resulted in a gain from loss of control of subsidiaries for the year ended November 30, 2023.
16
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
3. DISCONTINUED OPERATIONS – LOSS OF CONTROL (continued)
Gain from loss of control of subsidiaries
The resulting gain from the loss of control of subsidiaries for the year ended November 30, 2023, is broken down as follows:
| PRT USA | PRT UK | Tetra Drones | Total | |
|---|---|---|---|---|
| Net liabilities before loss of control of subsidiaries | $4,870,623 | $1,481,194 | $227,907 | $6,579,724 |
| Foreign currency translation adjustments | (123,484) | 25,310 | 3,023 | (95,151) |
| Less: Receivables from subsidiaries | (4,248,018) | (1,120,913) | (120,500) | (5,489,431) |
| Gain from loss of control of subsidiaries | $499,121 | $385,591 | $110,430 | $995,142 |
(a) PRT USA
During the year ended November 30, 2023, following the loss of control over PRT USA, the Company derecognized its investment in this subsidiary. The Company has not received any consideration on the disposal of its investment. As such, the total carrying value of the net liabilities of PRT USA of $4,870,623 was recognized as a gain on loss of control of the subsidiaries in the consolidated statements of loss and comprehensive loss for the year ended November 30, 2023.
Additionally, as at November 30, 2023, the parent company had a receivable from PRT USA amounting to $4,248,018. Due to uncertainty surrounding collectability, the Company impaired this intercompany receivable and reported it as part of gain from loss of control in the consolidated statements of loss and comprehensive loss for the year ended November 30, 2023. After accounting for foreign exchange translation losses, the gain from loss of control recognized in the consolidated statements of loss and comprehensive loss amounted to $Nil (2023 - $499,121).
| As at December 1, 2022 | |
|---|---|
| ASSETS | |
| Current Assets | |
| Cash, cash equivalents, and restricted cash | $ 9,700 |
| Prepaid expenses | 8,313 |
| Account receivable | 6,831 |
| Inventories | 2,163 |
| Total current assets of discontinued operations | 27,007 |
| Non-current assets | |
| Equipment | 5,919 |
| Right of use asset | 38,189 |
| Total non-current assets of discontinued operations | 44,108 |
| Assets of discontinued operations | $ 71,115 |
| LIABILITIES | |
| Liabilities | |
| Accounts payable | $ 284,181 |
| Lease liability | 671,205 |
| Due to related parties | 4,608,071 |
| Liabilities of discontinued operation | 4,941,738 |
| Carrying value of net liabilities immediately prior to loss of control of subsidiary | $ 4,870,623 |
| Receivable from PRT USA | (4,248,018) |
| Reclassification of foreign currency translation | (123,484) |
| Gain from loss of control of PRT USA | $ 499,121 |
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
3. DISCONTINUED OPERATIONS – LOSS OF CONTROL (continued)
(b) PRT UK
During the year ended November 30, 2023, following the loss of control over PRT UK, the Company derecognized its investment in this subsidiary. The Company has not received any consideration on the disposal. As such, the total value of the net liabilities of PRT UK was recognized as a gain on loss of control of the subsidiaries in the consolidated statements of loss and comprehensive loss. As such, the total carrying value of the net liabilities of PRT UK of $1,481,194 was recognized as a gain on loss of control of the subsidiaries in the consolidated statements of loss and comprehensive loss for the year ended November 30, 2023.
Additionally, as at November 30, 2023, the parent company had a receivable from PRT UK amounting to $1,120,913. Due to uncertainty surrounding collectability, the Company impaired this intercompany receivable and reported it as part of gain from loss of control in the consolidated statements of loss and comprehensive loss for the year ended November 30, 2023. After accounting for foreign exchange translation gains, the gain from loss of control recognized in the consolidated statements of loss and comprehensive loss amounted to $Nil (2023 - $385,591).
| As at December 1, 2022 | |
|---|---|
| ASSETS | |
| Current Assets | |
| Cash, cash equivalents, and restricted cash | $ 3,852 |
| Prepaid expenses | 8,983 |
| Total current assets of discontinued operations | 12,835 |
| Non-current assets | |
| Equipment | 9,171 |
| Right of use asset | 24,686 |
| Total non-current assets of discontinued operations | 33,857 |
| Assets of discontinued operations | $ 46,692 |
| LIABILITIES | |
| Current Liabilities | |
| Accounts payable | $ 455,062 |
| Current Lease Liability | 26,456 |
| Due to related parties | 919,436 |
| Deferred revenue | 124,918 |
| Liabilities of discontinued operations | $ 1,527,886 |
| Carrying value of net liabilities immediately prior to loss of control of subsidiary | $ 1,481,194 |
| Receivable from PRT UK | (1,120,913) |
| Foreign exchange gains | 25,310 |
| Gain from loss of control of PRT UK | $ 385,591 |
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
3. DISCONTINUED OPERATIONS – LOSS OF CONTROL (continued)
(c) Tetra Drones
On December 1, 2022, following the loss of control over Tetra Drones, the Company derecognized its investment in this subsidiary. The Company has not received any consideration on the disposal. As such, the total value of the net liabilities of Tetra Drones was recognized as a gain on loss of control of the subsidiaries in the consolidated statements of income (loss) and comprehensive income (loss). As such, the total carrying value of the net liabilities of Tetra Drones of $227,907 was recognized as a gain on loss of control of the subsidiaries in the consolidated statements of loss and comprehensive loss for the year ended November 30, 2023.
Additionally, as at November 30, 2023, the parent company had a receivable from Tetra Drones amounting to $120,500. Due to uncertainty surrounding collectability, the Company impaired this intercompany receivable and reported it as part of gain from loss of control in the consolidated statements of loss and comprehensive loss for the year ended November 30, 2023. After accounting for foreign exchange translation gains, the gain from loss of control recognized in the consolidated statements of loss and comprehensive loss amounted to $110,430 (2022 - $Nil).
| As at December 1, 2022 | |
|---|---|
| ASSETS | |
| Current Assets | |
| Sales tax receivable | $ 435 |
| Total current assets of discontinued operations | 435 |
| Non-current assets | |
| Equipment | 9,982 |
| Total non-current assets of discontinued operations | 9,982 |
| Assets of discontinued operations | $ 10,417 |
| LIABILITIES | |
| Current Liabilities | |
| Bank Overdraft | $ 16,294 |
| Accounts payable | 12,043 |
| Due to related parties | 209,738 |
| Loan payable - current | 249 |
| Liabilities of discontinued operations | $ 238,324 |
| Carrying value of net liabilities immediately prior to loss of control of subsidiary | $ 227,907 |
| Receivable from Tetra Drones | (120,500) |
| Foreign exchange gains | 3,023 |
| Gain from loss of control of Tetra Drones | $ 110,430 |
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
4. PREPAID EXPENSES
As at November 30, 2024 and November 30, 2023, the Company's prepaid expenses consist of the following:
| November 30, 2024 | November 30, 2023 | |
|---|---|---|
| Investor relations | $ - | $ 85,510 |
| Professional fees | - | 7,469 |
| Consulting fees | - | 80,000 |
| Transfer agent and filing fees | - | 7,143 |
| Insurance | - | 3,750 |
| $ - | $ 183,872 |
Consulting fees consist of prepayment for advisory services to develop new business relationships and general business consulting services to the company. Investor relations fees consist of prepayment for consultants for strategic investor discussions and market awareness of the Company. Prepayments for transfer agent and filing fees include annual fee of transfer agent for the issuance of shares, closing of private placement and other related compliance.
5. LONG-TERM RECEIVABLE
During the year ended November 30, 2023, the Company provided facility agreements with a third party to fund the latter's new and existing business opportunities. This solidifies the Company's commitment to further its partnership with the third party and the move towards autonomous drone applications through further development of a dedicated drone docking station.
On May 29, 2023, the Company signed a facility agreement with a third party wherein the Company will provide a total of £50,000 ($84,929). The agreement provides for a 5% annual interest rate and the Company has the option to convert the full amount to 5% of the diluted share capital of the third party.
On July 25, 2023, the Company signed another facility agreement with a third party wherein the Company will provide a total of £35,000 for general corporate purposes and it has sent a total of £35,000 ($60,151). The agreement provides for a 5% annual interest rate and the Company has the option to convert the full amount to 3.5% of the diluted share capital of the third party.
On August 11, 2023, the Company signed another facility agreement with a third party wherein the Company will provide £15,000 for general corporate purposes and it has sent a total of £15,000 ($26,017). The agreement provides for a 5% annual interest rate and the Company has the option to convert the full amount to 1.5% of the diluted share capital of the third party.
On September 28, 2023, the Company signed another facility agreement with a third party wherein the Company will provide £10,000 for general corporate purposes and it has sent a total of £10,000 ($17,093). The agreement provides for a 5% annual interest rate and the Company has the option to convert the full amount to 1% of the diluted share capital of the third party.
On November 24, 2023, the Company signed another facility agreement with a third party wherein the Company will provide £10,000 for general corporate purposes and it has sent a total of £10,000 ($17,749). The agreement provides for a 5% annual interest rate and the Company has the option to convert the full amount to 1% of the diluted share capital of the third party.
20
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
5. LONG-TERM RECEIVABLE (continued)
As at November 30, 2023, the Company has loaned to the third party a total of £122,203 ($209,703) including the interest incurred of £2,203 ($3,765). No conversion was made as at year ended November 30, 2023. However, due to uncertainty surrounding collectability, the Company recognized impairment loss in the statements of loss and comprehensive loss amounting to $209,702 (Note 20).
On March 5, 2024, pursuant to the facility agreements with a third party, the Company issued a conversion notice to borrower requiring the latter to convert the principal amount of $205,939 (£120,000) plus estimated accrued interest of $6,360 (£3,716) as at the date of this notice into fully paid ordinary shares in the capital of the third party. As of the date of this report, the shares have not been issued and the previously agreed upon conversion rate is still under negotiations with the said third party.
As at November 30, 2024 the long-term receivable in the statement of financial position amounted to $1 (November 30, 2023 - $1).
6. ACCOUNTS PAYABLE
As at November 30, 2024 and November 30, 2023, the Company's accounts payable consist of the following:
| November 30, 2024 | November 30, 2023 | |
|---|---|---|
| Professional fees | $ 200,595 | $ 22,116 |
| Business development | 39,925 | - |
| Funds to be returned to investors | 43,046 | 43,046 |
| Advertising costs | 9,361 | 2,520 |
| Transfer agent and filing fees | 18,536 | - |
| Due to former related parties for unpaid services | 462,513 | - |
| Others | 7,960 | 9,444 |
| $ 781,936 | $ 77,126 |
7. RELATED PARTY TRANSACTIONS AND BALANCES
Key management compensation
The amounts due to and from related parties are due to the directors and officers of the Company. The balances are unsecured and due on demand. These transactions are in the normal course of operations and have been valued in these financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Key management is comprised of directors and officers of the Company.
As at November 30, 2024, $102,573 (November 30, 2023–$372,650) are due to directors and officers of the Company:
| November 30, 2024 | November 30, 2023 | |
|---|---|---|
| Company controlled by the President and CEO | $ 59,192 | $ 6,077 |
| Company controlled by the Corporate Secretary and Interim CFO | 33,086 | - |
| Director and Chairman of the Board | 10,295 | - |
| Company controlled by a Former Director | - | 5,000 |
| Former CEO and Director | - | 361,573 |
| $ 102,573 | $ 372,650 |
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
7. RELATED PARTY TRANSACTIONS AND BALANCES (continued)
During the year ended November 30, 2023, the Company entered into a loan agreement with the CEO for $6,000 and an interest of 10%. The loan was repaid within the year and all accrued interest was forgiven (Note 8).
On April 11, 2024, the Company entered into a loan agreement, as amended with its Chairman of the Board amounting to $9,196 (US $7,000) with interest of 10% per annum. The terms of the loan were amended to extend the loan repayment date to September 11, 2025. As of November 30, 2024, the combined loan payable includes $9,196 principal and $586 accrued interest. (Note 14)
During the years ended November 30, 2024 and 2023, the Company entered into the following transactions with related parties:
| November 30, 2024 | November 30, 2023 | |
|---|---|---|
| Management fees | $ 105,667 | $ 92,127 |
| Consulting fees | 30,000 | 47,500 |
| Accounting fees | 36,333 | 63,844 |
| Professional fees | 30,000 | 10,429 |
| Salaries and benefits | - | 54,100 |
| Share-based payments | - | 57,425 |
| Others | - | 7,144 |
| $ 202,000 | $ 332,569 |
Management fees consisted of the following:
| November 30, 2024 | November 30, 2023 | |
|---|---|---|
| Company controlled by the President and CEO | $ 60,000 | $ 35,000 |
| Interim CFO | 5,667 | - |
| Former CFO | 40,000 | 30,000 |
| Former Interim CEO and Director | - | 27,127 |
| $ 105,667 | $ 92,157 |
Consulting fees consisted of the following:
| November 30, 2024 | November 30, 2023 | |
|---|---|---|
| Company controlled by the Former Corporate Secretary | $ 30,000 | $ - |
| Company controlled by the President and CEO | - | 47,500 |
| $ 30,000 | $ 47,500 |
Professional fees of $30,000 (2023 - $10,429) were paid or accrued to a company controlled by the Corporate Secretary. Accounting fees of $36,333 (2023 - $63,844) were paid or accrued to a company controlled by a Former Director.
Salaries of $Nil (2023-$54,100) were paid or accrued to the Former CEO. Others consisted of: (1) Travel of $Nil (2023 - $3,467) paid or accrued to a company controlled by a CEO; (2) Office and general expenses $Nil (2023 - $3,677) paid or accrued to a company controlled by the CEO.
During the year ended November 30, 2024, the Company had 1,450,000 (November 30, 2023 – 1,850,000) stock options held by the Directors and officers of the Company. The amount recognized as expense for these options for the year ended November 30, 2024 and 2023 are as follows:
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
- RELATED PARTY TRANSACTIONS AND BALANCES (continued)
| November 30, 2024 | November 30, 2023 | |||
|---|---|---|---|---|
| Number of Options held | Expense for the year (vested) | Number of options held | Expense for the year (vested) | |
| CEO | 800,000 | $ - | 800,000 | $ 24,834 |
| Former CFO | - | - | 200,000 | 6,208 |
| Corporate Secretary and Interim CFO | 50,000 | - | 50,000 | 1,552 |
| Directors | 600,000 | - | 800,000 | 24,868 |
| 1,450,000 | $ - | 1,850,000 | $ 57,462 |
During the year ended November 30, 2024, 400,000 stock options held by a former Director and former officers were cancelled due to resignation from his position.
During the year ended November 30, 2023, 1,650,000 stock options held by the former Directors and former Officers were cancelled due to resignation from their position. During the year ended November 30, 2023, gain on debt forgiveness of $62,500 is the consulting fees forgiven by the company controlled by the President and CEO. The amount is recognized in the statement of loss and comprehensive loss as the consulting fees were approved by the Board in the ordinary course of business and the CEO is not a primary shareholder of the Company.
- LOANS PAYABLE
As at November 30, 2024, the Company had loans payable amounting to $210,174 (November 30, 2023 - $48,000) broken down as follows:
| Date | Principal | Interest | Maturity | Balance |
|---|---|---|---|---|
| July 8, 2022 | $ 30,000 | 10% | November 8, 2022 | $ 48,000 |
| December 20, 2023 | 5,000 | 10% | September 20, 2025 | 5,487 |
| January 8, 2024 | 5,000 | 10% | October 8, 2025 | 5,460 |
| March 15, 2024 | 5,000 | 10% | September 15, 2024 | 5,364 |
| March 28, 2024 | 5,000 | 10% | September 28, 2024 | 5,345 |
| April 10, 2024 | 20,000 | 10% | April 10, 2025 | 21,305 |
| April 30, 2024 | 30,000 | 12% | April 30, 2025 | 32,150 |
| May 1, 2024 | 15,000 | 10% | September 1, 2024 | 15,889 |
| May 3, 2024 | 20,000 | 10% | November 3, 2024 | 21,174 |
| August 26, 2024 | 50,000 | 10% | February 25, 2026 | 50,000 |
| Total | $ 185,000 | $ 210,174 |
During the year ended November 30, 2023, the Company made a full repayment of the loan to a third party entered in August 2022 amounted to $81,238 that consists of $75,000 plus interest of $6,238 equal to 12% interest per annum.
On December 20, 2023, the Company entered into a loan agreement, as amended with a Former Director amounting ("Lender-1") to $5,000 with interest of 10% per annum. The loan is repayable on September 20, 2025. As of November 30, 2024, the loan payable includes $5,000 principal and $487 accrued interest. (Note 14)
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
8. LOANS PAYABLE (continued)
During the year ended November 30, 2023, the Company entered into loan agreements with third parties amounting to $4,000 and from the CEO amounting to $6,000 (Note 9) with interest of 10% per annum. The loans were repaid within the year and interest accrued were forgiven on these loans.
On January 8, 2024, the Company entered into a loan agreement, as amended with a Former Company Secretary (Lender-2*) amounting to $5,000 with interest of 10% per annum. The loan is repayable on September 15, 2025. Also, On March 15, 2024, the company entered into another loan agreement, as amended with Lender-2 amounting to $5,000 with interest of $10% per annum. The loan was repayable on September 15, 2025. As of November 30, 2024, the combined loan payable includes $10,000 principal and $823 accrued interest. (Note 14)
On March 28, 2024, the Company entered into a loan agreement, as amended, with a third party for $5,000 with interest of 10% per annum, repayable on September 28, 2024.
On April 10, 2024, the Company entered into a loan agreement, as amended, with a third party for $20,000 with interest of 10% per annum, repayable on April 10, 2025.
On April 30, 2024, the Company entered into a 60-day loan agreement, as amended with a third party for $30,000 with interest of 12% per annum, repayable on April 30, 2025. The loan includes an option to convert into common shares of the Company equal to 100% of the principal amount of the loan plus all outstanding interest at the lowest price per share allowable under the policies of the CSE. Any conversion is contingent on prior approval from CSE. The Company will issue a loan bonus of 200,000 commons shares to the lender (100,000 issued) (Note 10). Upon expiry of the term, the entire balance including interest shall be due and payable immediately.
On May 1, 2024, the Company entered into a 60-day loan agreement, as amended for $15,000 with a third party with interest of 10% per annum, repayable on September 1, 2024.
On May 3, 2024, the Company entered into a 60-day loan agreement, as amended with a third party for $20,000 with interest of 10% per annum, repayable on November 3, 2024.
On August 26, 2024, the Company entered into a bridge loan agreement with third party who will provide the Company a secured loan of $50,000, maturing in 18 months against one-on-one securities exchange. Before finalizing the acquisition, both parties will seek necessary shareholder approvals. (Note 17)
9. CAPITAL MANAGEMENT
The Company considers its capital structure to include net residual equity of all assets, less liabilities. The Company's objectives when managing capital are to (i) maintain financial flexibility in order to preserve its ability to meet financial obligations and continue as a going concern; (ii) maintain a capital structure that allows the Company to pursue the development of its projects and products; and (iii) optimize the use of its capital to provide an appropriate investment return to its shareholders commensurate with risk.
The Company's financial strategy is formulated and adapted according to market conditions in order to maintain a flexible capital structure that is consistent with its objectives and the risk characteristics of its underlying assets. The Company manages its capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of its underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or acquire or dispose of assets.
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
10. SHARE CAPITAL
(a) Common Shares
Authorized: Unlimited number of common shares without par value
As at November 30, 2024, there were 105,604,461 common shares issued and outstanding (November 30, 2023 – 105,504,461).
During the year ended November 30, 2024:
On September 12, 2024, the Company issued 100,000 common shares as bonus per the loan agreement to the lender valued at $0.0375. (see note 8)
During the year ended November 30, 2023:
On July 24, 2023, the Company closed a non-brokered private placement and issued 9,907,000 common shares at a price of $0.06 per unit for gross proceeds of $594,420. Each Unit is comprised of one (1) common share and one (1) common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.10 for five (5) years from the closing of the Offering. The company has paid cash finders fees of $59,442, legal fees of $8,082 and and 990,700 finders' b-warrants were paid on a portion of the Offering.
Each finder's b-warrant entitles the holder to purchase one additional common share at a price of $0.10 for five (5) years from closing of the Offering.
On May 30, 2023, the Company issued 2,600,000 common shares as compensation for Investor relations to an arm's length party valued at a total of $169,000.
On March 30, 2023, the Company closed a non-brokered private placement and issued 26,480,000 common shares at a price of $0.05 per unit for gross proceeds of $1,324,000. Each Unit is comprised of one (1) common share and one (1) common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.10 for three (3) years from the closing of the Offering.
The company has paid cash finders fees of $95,900 and legal fees of $17,500 and and 2,648,000 finders' b-warrants were paid on a portion of the Offering. Each finder's b-warrant entitles the holder to purchase one additional common share at a price of $0.10 for three (3) years from closing of the Offering.
On March 27, 2023, the Company closed a non-brokered private placement and issued 7,200,000 common shares at a price of $0.05 per unit for gross proceeds of $360,000. Each Unit is comprised of one (1) common share and one (1) common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.10 for three (3) years from the closing of the Offering. The company has paid cash finders fees of $46,500 and legal fees of $6,000 and 200,000 finders' b-warrants were paid on a portion of the Offering. Each finder's b-warrant entitles the holder to purchase one additional common share at a price of $0.10 for three (3) years from closing of the Offering.
25
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
10. SHARE CAPITAL (continued)
(b) Stock Options
The Company maintains an incentive stock option plan (the "Option Plan") which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees, and consultants to the Company, non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the issued and outstanding common shares in the capital of the Company at the time of granting of options.
During the year ended November 30, 2024:
125,000 stock options with an exercise price of $0.50 expired.
400,000 stock options with an exercise price of $0.05 were cancelled (Note 7).
During the year ended November 30, 2023:
On October 19, 2023, the Company granted 1,000,000 incentive stock options to consultant with an exercise price of $0.05 per share for a period of three years from the date of grant. The fair value was estimated using the Black-Scholes pricing model with an estimated, stock price of $0.02354, volatility 91%, risk-free rate 4.91%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $23,540.
On August 18, 2023, the Company granted 2,450,000 incentive stock options to Directors, Officers and consultants with an exercise price of $0.05 per share for a period of three years from the date of grant. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.03104, volatility 96%, risk-free rate 4.51%, dividend yield 0%, and expected life of 3 years. With these assumptions, the fair value of options was determined to be $76,048. 1,800,000 stock options issued to Directors and Officers vest immediately and 650,000 stock options issued to consultants, vests in 4 months.
During the year ended November 30, 2023, 2,200,000 options, 1,550,000 options and 150,000 options with exercise prices of $0.60, 0.75 and 0.50, respectively, were cancelled.
Stock option transactions and the number of stock options outstanding as at November 30, 2024 and November 30, 2023, are summarized as follows:
| Number of Options | Weighted Average Exercise Price | |
|---|---|---|
| Balance, November 30, 2022 | 4,025,000 | $ 0.66 |
| Granted | 3,450,000 | 0.44 |
| Cancelled | (3,900,000) | 0.66 |
| Balance, November 30, 2023 | 3,575,000 | $ 0.06 |
| Cancelled | (400,000) | 0.05 |
| Expired | (125,000) | 0.50 |
| Balance, November 30, 2024 | 3,050,000 | $ 0.05 |
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
10. SHARE CAPITAL (continued)
(b) Stock Options
The following summarizes the stock options outstanding at November 30, 2024:
| Expiry Date | Exercise Price | Numbers of options outstanding | Numbers of options exercisable | Weighted average remaining contractual life (year) | Weighted average exercise price |
|---|---|---|---|---|---|
| $ | $ | ||||
| August 18, 2026 | 0.05 | 2,050,000 | 2,050,000 | 1.15 | 0.03 |
| October 19, 2028 | 0.05 | 1,000,000 | 1,000,000 | 1.27 | 0.02 |
| 3,050,000 | 3,050,000 | 2.42 | 0.05 |
(c) Share purchase warrants
During the year ended November 30, 2024:
No warrants were granted, expired nor exercised for the year ended November 30, 2024.
During the year ended November 30, 2023:
On July 24, 2023, pursuant to the closing of the private placement, the Company issued 9,907,000 common share purchase warrants. Each warrant entitles its holder to acquire one common share of the Company at a price of $0.10 per share for a period of 5 years following the date of the issuance. The Company has allocated 100% proceeds to common share and $Nil to share purchase warrants by adopting the residual approach.
On July 24, 2023, pursuant to the finder's agreement in relation to the Offering, the Company issued 990,700 share warrants to the agent with an exercise price of $0.10 for a period of 5 years from the date of issuance. The share warrants were valued at $45,364 using Black-Scholes Option Pricing model with the following assumptions: average risk-free rate – 3.9%; expected life – 5 years; expected volatility – 100%; forfeiture rate – Nil and expected dividends – $Nil.
On March 30, 2023, pursuant to the closing of the private placement, the Company issued 26,480,000 common share purchase warrants as part of the private placement. Each warrant is exercisable to purchase one common share at an exercise price of $0.10 for three (3) years from the closing of the Offering. The Company has allocated 100% proceeds to common share and $Nil to share purchase warrants by adopting the residual approach.
On March 30, 2023, pursuant to the agency agreement in relation to the Offering, the Company issued 2,648,000 share warrants to the agent with an exercise price of $0.10 for a period of 3 years from the date of issuance. The share warrants were valued at $94,537 using Black-Scholes Option Pricing model with the following assumptions: average risk-free rate – 3.53%; expected life – 3 years; expected volatility – 100%; forfeiture rate – Nil and expected dividends – $Nil.
On March 27, 2023, pursuant to the closing of the private placement, the Company issued 7,200,000 common share purchase warrants as part of the private placement. Each warrant is exercisable to purchase one common share at an exercise price of $0.10 for three (3) years from closing of the Offering. The Company has allocated 100% proceeds to common share and $Nil to share purchase warrants by adopting the residual approach.
27
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
10. SHARE CAPITAL (continued)
(c) Share purchase warrants (continued)
On March 27, 2023, pursuant to the agency agreement in relation to the Offering, the Company issued 200,000 share warrants to the agent with an exercise price of $0.10 for a period of 3 years from the date of issuance. The share warrants were valued at $9,439 using Black-Scholes Option Pricing model with the following assumptions: average risk-free rate – 3.4%; expected life – 3 years; expected volatility – 100%; forfeiture rate – Nil and expected dividends – $Nil.
Share purchase warrant transactions and the number of share purchase warrants outstanding as of November 30, 2024 and November 30, 2023 are summarized as follows:
| Number of Warrants | Weighted Average Exercise Price | |
|---|---|---|
| Balance, November 30, 2022 | 9,430,160 | $ 0.42 |
| Granted | 47,425,700 | 0.10 |
| Balance, November 30, 2023 and November 30, 2024 | 56,855,860 | 0.14 |
The following summarizes the stock warrants outstanding on November 30, 2024:
| Expiry Date | Exercise Price $ | Number of Warrants outstanding and exercisable | Weighted average remaining contractual life (year) | Weighted average exercise price $ |
|---|---|---|---|---|
| January 29, 2026 | 0.25 | 3,188,160 | 0.07 | 0.01 |
| March 27, 2026 | 0.10 | 7,400,000 | 0.17 | 0.01 |
| March 30, 2026 | 0.10 | 29,128,000 | 0.68 | 0.05 |
| August 9, 2026 | 0.50 | 6,242,000 | 0.19 | 0.05 |
| July 24, 2028 | 0.10 | 10,897,700 | 0.70 | 0.02 |
| 56,855,860 | 2.05 | 0.14 |
11. FINANCIAL RISK MANAGEMENT
The Company's financial assets consist of cash, sales tax receivable and long term receivables. The estimated fair values of cash, and long term receivables approximate their respective carrying values due to the short period to maturity.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
(a) Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities;
(b) Level 2 – inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
(c) Level 3 – inputs that are not based on observable market data.
As at November 30, 2024, and November 30, 2023, the fair value of the cash, accounts receivable, accounts payable, due to related parties and loans payable approximate the book value due to the short-term or demand nature.
28
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
11. FINANCIAL RISK MANAGEMENT (continued)
The Company is exposed to a variety of financial instrument-related risks. The Board approves and monitors the risk management processes, inclusive of counterparty limits, controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they become due. The Company ensures, as far as reasonably possible, it will have sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations and the Company's holdings of cash. The Company believes that these sources will be sufficient to cover the likely short-term cash requirements. As of November 30, 2024, the company has working capital deficit of $1,039,620 (2023- $269,523)
The Company's cash is currently invested in business accounts which are available on demand by the Company for its operations.
Interest Rate Risk
The interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company has no significant interest rate risk due to the short-term nature of its interest generating assets. The interest rate risk on loan payable is low due to fixed interest rates.
Credit Risk
Credit risk is the risk of a loss when a counterparty to a financial instrument fails to meet its contractual obligations. The Company's exposure to credit risk is limited to its cash. The Company limits its exposure to credit risk by holding its cash in deposits with high credit quality Canadian financial institutions.
Foreign Currency Risk
The Company is exposed to foreign currency risk on fluctuations related to cash, due from related parties and accounts payable and accrued liabilities that are denominated in US dollars. 10% fluctuations in the US dollar and UK Sterling Pound against the Canadian dollar have affected comprehensive loss for the period by approximately $14,100 (2023 – $39,997).
12. SUPPLEMENTAL CASH FLOW INFORMATION
During the years ended November 30, 2024 and 2023, the Company has the following non-cash investing and financing activities:
| For the year ended November 30 | 2024 | 2023 | |
|---|---|---|---|
| Non-cash financing activities: | |||
| Fair value of options cancelled and expired | $ | 12,416 | $ - |
| Fair value of options granted and vested | - | 99,588 | |
| Fair value of warrants granted | - | 149,340 | |
| Shares issued to finders | - | 169,000 | |
| Shares to be issued for interest payment | 3,750 | - |
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
13. COMMITMENTS AND CONTINGENCIES
The Company has certain commitments related to key management compensation (management fees) of $10,000 per month with no specific expiry of terms (Note 7).
During the year ended November 30, 2023, the Company, entered into joint venture agreements ("JVA") with third parties for the purpose of exploring opportunities to incorporate unmanned aerial vehicles/drones and docking stations with a software and with the vehicle-mounted solution. To the date of this report, the JVAs have yet to produce a product under these agreements and are under negotiation. Hence, no material transactions have been recognized in relation to these JVAs in the financial statements. One of the third parties initially cancelled the agreements on February 16, 2024. Subsequently, the Company and the said third party have been in discussions surrounding all existing agreements. As of report date, there is no conclusion yet on the negotiations between the parties.
On December 1, 2023, the Company entered into a consulting service agreement with third party requiring the latter to render business advisory and consulting services of up to 50 hours per month with monthly compensation of $3,500 and 1,560,000 Free trading Restricted Stock Units (RSUs) over the course of 6 months issued at the market price on the contract signing date.
On April 30, 2024, the Company entered into a 60-day loan agreement, as amended with a third party for $30,000 with interest of 12% per annum. The loan includes an option to convert into common shares of the Company equal to 100% of the principal amount of the loan plus all outstanding interest at the lowest price per share allowable under the policies of the CSE. Any conversion is contingent on prior approval from CSE. The Company will issue a loan bonus of 200,000 common shares to the lender (issued) (Note 17).
On November 6, 2024, the Company has entered into a securities exchange agreement to acquire 1401068 BC Ltd. ("PrivCo") through the issuance of 19,100,100 common shares at a deemed price of $0.025 per share. PrivCo, a special purpose vehicle, is in the process of securing an earn-in arrangement with Xentera Technologies Inc. ("Xentera"), an early-stage drone development company, which would grant PrivCo the right to acquire up to 12.5% of Xentera for US$300,000. Xentera is developing a multipurpose cargo drone with vertical take-off and landing (VTOL) capabilities, designed for low operating costs, reduced emissions, and efficient delivery of heavy cargo to remote locations. (Note 17)
The completion of the Transaction is subject to the following conditions:
(i) approval by the Canadian Securities Exchange,
(ii) the Company completes an equity offering for net proceeds of at least $500,000, and
(iii) PrivCo entering into a definitive agreement with Xentera for the Earn-In Arrangement. (Note 17)
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
14. BREAKDOWN OF EXPENSES
| Year Ended November 30 | |||
|---|---|---|---|
| General and Administrative Expenses | Note | 2024 | 2023 |
| Accounting and audit fees | 7 | $ 200,269 | $ 92,723 |
| Consulting fees | 7 | 140,000 | 136,475 |
| Investor relations | 69,510 | 261,908 | |
| General office expenses | 36,001 | 20,209 | |
| Insurance | 4,376 | 11,180 | |
| Legal and professional fees | 7 | 76,127 | 224,140 |
| Management fees | 7 | 105,667 | 92,127 |
| Rent | 6,000 | 6,000 | |
| Salaries and benefits | - | 54,100 | |
| Stock-based compensation | - | 99,588 | |
| Transfer agent and filing fees | 10 | 63,193 | 63,912 |
| Travel | - | 8,212 | |
| Total | $ 701,143 | $ 1,070,574 |
Business development expenses amounting to $106,312 (2023 - $386,991) relate to corporate marketing and strategic investment initiatives done by the Company to build new businesses.
15. SEGMENTED INFORMATION
Following the loss of control of subsidiaries (Note 3) during the year ended November 30, 2023, the Company operates in one business segment, focusing on drone management and automation services as described in Note 1.
Reportable segments are defined as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.
16. INCOME TAXES
The following table reconciles the expected income taxes expense (recovery) at the Canadian statutory income tax rates to the amounts recognized in the statement of operations and comprehensive loss for the years ended November 30, 2024 and 2023:
| 2024 | 2023 | |
|---|---|---|
| Net loss before tax and comprehensive loss | (823,846) | $(608,928) |
| Statutory tax rate | 27% | 27% |
| Expected income tax (recovery) | (222,438) | $(164,000) |
| Permanent differences | - | (185,000) |
| Non-deductible items and others | (977,308) | 1,848,000 |
| Share issuance costs | - | 63,000 |
| Change in deferred tax assets not recognized | 1,199,747 | (1,562,000) |
| Income tax expense (recovery) | $ - | $ - |
AETHER GLOBAL INNOVATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
For the years ended November 30, 2024 and 2023
(Expressed in Canadian Dollars)
16. INCOME TAXES (continued)
Significant components of the Company's unrecognized deferred tax assets (liabilities) for the years ended November 30, 2024, and 2023 are shown below:
| 2024 | 2023 | |
|---|---|---|
| Non-capital losses | 1,997,182 | $ 1,745,000 |
| Capital losses | 991,551 | 21,000 |
| Share issuance costs | 52,396 | 82,000 |
| Unrecognized deferred tax assets | (3,047,747) | (1,848,000) |
| Net deferred tax assets | $ - | $ - |
Non-capital losses carryforward
The Company has non-capital loss carryforwards and net operating losses, for which no deferred tax asset has been recognized of approximately $7,396,699 (2023 - $6,464,410) which may be carried forward to apply against future income of the Company, subject to the final determination by taxation authorities, expiring in the following years:
| Expiry | November 30, 2024 |
|---|---|
| 2038 | $ 675,203 |
| 2039 | 941,464 |
| 2040 | 1,561,728 |
| 2041 | 1,412,265 |
| 2042 | 470,530 |
| 2043 | 1,403,221 |
| 2044 | 932,288 |
| Total | $ 7,396,699 |
17. SUBSEQUENT EVENTS
On December 23, 2024, the Company entered a 1-year loan agreement with PrivCo amounting to $10,000. The loan bears 10% per annum interest (Note 13).
On April 1, 2025, the BCSC and Ontario Securities Commissions issued a temporary MCTO under National Policy 12-203 Management Cease Trade Orders, made at the request of the Company. This MCTO (citation: 2022 BCSECOM 103) prohibited the Company's insiders from trading in the securities of the Company until such time as the annual audited financial statements for the year ended November 30, 2024, the management's discussion and analysis, and the related Chief Executive Officer and Chief Financial Officer certificates and all continuous disclosure requirements have been filed by the Company, and the MCTO has been lifted. The Company's inability to file the Required Filings before March 31, 2025, filing deadline is due to the funding issue.
On May 22, 2025, the Company entered a 1-year loan agreement with an Arms Lenth lender amounting to $127,093. The loan bears no interest; however, it is issued at a discount of $27,093. The Company received $100,000 after adjusting the issue discount.
On June 18, 2025, the Company entered a 1-year loan agreement with an Arms Lenth lender amounting to $12,600. The loan bears no interest; however, it is issued at a discount of $2,600. The Company received $10,000 after adjusting the issue discount. Also on the same date, the Company entered into another 1-year loan agreement with an Arms Lenth lender amounting to $50,400. The loan bears no interest; however, it is issued at a discount of $10,400. The Company received $40,000 after adjusting the issue discount.
On June 12, 2025, the Company completed its acquisition of PrivCo as per the security exchange agreement dated November 6, 2024 and in consideration for the acquisition, the Company issued 19,100,100 common shares at a deemed price of $0.025 per share.