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Aether Global Innovations Corp. Management Reports 2025
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aether
Global
Innovations
Corporation
AETHER GLOBAL INNOVATIONS CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the Periods Ended February 28, 2025 and February 29, 2024
AETHER GLOBAL INNOVATIONS CORP.
For the Periods Ended February 28, 2025 and February 29, 2024
INTRODUCTION
The following information should be read in conjunction with the interim condensed financial statements of Aether Global Innovations Corp. (“the Company” or “Aether” or “AETH”) for the periods ended February 28, 2025, as well as the audited financial statements of the Company for the year ended November 30, 2024 (“Financial Statements”); including the notes thereto. The Financial Statements and financial data contained in this discussion and analysis are presented in accordance with International Financial Reporting Standards (“IFRS”). The reporting currency is the Canadian dollar.
The following discussion and analysis provide information that management believes is relevant to the assessment and understanding of the Company’s results of operations and financial condition. Certain statements herein contain forward-looking statements relating to the operations or to the environment in which we operate, which are based on our operations, forecasts, and projections. Forward-looking statements are not guaranteed of future performance. They involve risks, uncertainties and assumptions; and actual results may differ materially from those anticipated in these forward-looking statements. The risks include those outlined under the “Risk Factors” section of this management discussion and analysis (“MD&A”) and elsewhere in the Company’s public disclosure documents. This MD&A has been approved by the Company’s Board of Directors (“Board”) as at June 30, 2025.
BUSINESS OVERVIEW AND OVERALL PERFORMANCE
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 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.
Aether is a pioneering company that takes great pride in collaborating with industry partners and academia as part of a consortium. Our primary goal is to revolutionize the drone technology market by providing cutting-edge automation and development solutions. Through our services, we strive to offer clients real-time critical reports and updates, empowered by the latest software and data gathering capabilities.
Drones have seen a remarkable rise in adoption, with applications ranging from domestic to defense scenarios. As we look towards the future, we firmly believe that automation and AI will continue to play a pivotal role in enhancing the capabilities and services provided by drones.
Our focus lies in serving large property and critical infrastructure owners, operators, and their management teams. By delivering bespoke services, we empower them to make well-informed decisions that can significantly impact their operations.
At Aether, we concentrate on three core service areas for UAV/Drone management and surveillance solutions:
UAV/Drone Design & Development: We are dedicated to creating innovative and state-of-the-art unmanned aerial vehicles. Our team of experts works tirelessly to design drones that meet the specific needs of our clients.
aether
AETHER GLOBAL INNOVATIONS CORP.
For the Periods Ended February 28, 2025 and February 29, 2024
Automation & Integrations: Embracing the power of automation, we streamline drone operations and integrate them seamlessly with existing systems. This synergy ensures maximum efficiency and effectiveness in every mission.
Drone Base Station Technologies: We are at the forefront of advancing drone base station technologies, optimizing connectivity and communication to enhance the performance of UAV fleet.
With a commitment to excellence and a vision for the future of drone technology, Aether is poised to shape the landscape of automation and data gathering, setting new standards for the industry.
During the February to May 2023, the Company has pivoted its direction towards a drone management and solutions business. Together with a new set of management and Board of Directors (see DIRECTORS), the Company is soaring new heights with new key partners for success.
In March 2023, the Company completed a non-brokered private placement for aggregate gross proceeds of $1,684,000 (see LIQUIDITY and CAPITAL RESOURCES).
On April 11, 2023, the Company signed a Memorandum of Understanding ("MOU") for a Strategic Partnership with iDroneImages Ltd. ("IDI"). Aether views this as a strategic partnership addressing 3 core strategic focus areas for the company - management and monitoring, automation, and drone infrastructure (i.e. docking stations). (See Recent Business Updates)
Management and Monitoring: Drones have become an increasingly popular tool for use with critical infrastructure, such as oil and gas facilities and pipeline, large mining and construction sites, and government facilities.
Automation: It will be a critical focus area, as pre-determined flight paths with seamless operations will be important for infrastructure monitoring and management.
Drone's infrastructure (the Docking Stations): The Strategic Partnership with IDI, provides a leading-edge drone in the box solution, which helps address these specific and important focus areas. (See Recent Business Updates)
On May 7-12, 2023, the Company together with IDI and Watchdog Equipment showcased the integration of a self-operating drone-in-the-box technology from IDI with the mobile renewable power platform from Watchdog Equipment in the Governor's Hurricane Conference in Palm Beach, Florida, USA. The Company's goal is to offer a three-pronged solution – Drone Management and Monitoring, Automation and Integration and a Drone Base Station Infrastructure and Technology. (See Recent Business Updates)
On July 19, 2023, Aether signed an MOU for a Strategic Partnership with Protegimus Protection Ltd ("Protegimus"). The MOU is non-binding until finalized and will focus initially on Collaborative Business Development efforts specifically focused on critical infrastructure and security applications for remote monitoring (DiaB), this includes, (i) establishing key strategic objectives and client programs for new regions, specifically Asia Pacific and the Middle East and (ii) identifying additional services and capabilities for fixed and mobile aerial support operation center (ASOC) services, which are all of mutual interests to Aether and Protegimus.
In July 2023, the Company completed a non-brokered private placement for aggregate gross proceeds of $594,420 (see LIQUIDITY and CAPITAL RESOURCES).
On August 16, 2023, the Company signed an MOU for a strategic partnership with Grupo Senseta Inc., a deep tech, AI and big data-driven cybersecurity and intelligent drone services company. The Strategic Partnership MOU is non-binding until finalized and will focus initially on collaborative product development focused on critical infrastructure and security applications for monitoring, surveillance and data collection of government facilities, critical infrastructure and pipelines, electrical grids and waterways.
aether
AETHER GLOBAL INNOVATIONS CORP.
For the Periods Ended February 28, 2025 and February 29, 2024
On August 21, 2023, the Company and IDI signed an MOU for a strategic partnership with Limitless Integration LLC, an integration solutions and deployment service provider for safety and security communications and surveillance technologies. The Strategic Partnership MOU is non-binding until finalized and will focus initially on collaborative product integrations and deployment with a focus around large-scale facilities and critical infrastructure operations. (See Recent Business Updates)
On April 3, 2024, the BCSC 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, 2023, 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 the required April 2, 2024, filing deadline is a result of delay in completion of audit procedures related to the quantification of losses incurred by subsidiary corporations which are no longer controlled by the Company. The Company has applied for and has been granted a MCTO by the BCSC. On May 16, 2024, the Company filed the Required Filings and the BCSC lifted the MCTO on May 22, 2024.
On August 26, 2024, the Company entered a non-binding Letter of Intent ("LOI") to acquire 1401068 BC Ltd ("PrivCo") pursuant to a 1:1 securities exchange agreement among Aether, PrivCo and the securityholders of PrivCo. As per the terms of the LOI, PrivCo advanced a secured loan to the Company of $50,000, maturing in 18 months against one-on-one securities exchange. Before finalizing the acquisition, both parties seek the necessary shareholder approval.
On November 6, 2024, the Company entered into a security exchange agreement to acquire PrivCo for 19,100,100 common shares of the Company at a deemed issue price of $0.025 per share. PrivCo is a special purpose vehicle that is in the process of securing an earn-in arrangement with Xentera Technologies Inc, an early-stage drone development company, that gives Privco the right to acquire up to 12.5% of the issued and outstanding capital of Xentera for US$300,000. Xentera is developing a large multipurpose cargo jet drone with a 70-foot wingspan, capable of vertical take-off and landing (VTOL), heavy payloads, long-range, and high-speed operations. Featuring a blended wing body design, the drone is being engineered for low operating costs and reduced emissions, which will make it well-suited to delivering time-sensitive, high-value, heavy cargo to remote locations. Completion of the Transaction is subject to customary conditions precedent, including:
(i) Approval of the Canadian Securities Exchange.
(ii) The Company completing an equity offering for net proceeds of no less than $500,000; and
(iii) PrivCo entering into a definitive agreement with Xentera to formally provide for the Earn-In Arrangement.
In December 2024, the Company has received approval from Canadian Securities Exchange and will be moving to the next stages of completing its transaction with PrivCo.
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.
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.
aether
AETHER GLOBAL INNOVATIONS CORP.
For the Periods Ended February 28, 2025 and February 29, 2024
Partnership with IDI
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 IDI and the move towards autonomous drone applications through further development of a dedicated drone docking station.
On May 29, 2023, further to the MOU signed by the Company and IDI, the Company signed a facility agreement with IDI 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 and no conversion was made to date.
On July 6, 2023, the Company signed a Profit and Intellectual Property Share Agreement with IDI. The agreement is broken into two parts.
a) Profit sharing: profit sharing on all IDI’s NeXus and NeXusPlus Drone-in-a-Box (Diab) sales from date of the signed agreement. Aether will assist IDI in its business development, marketing and sales of its DiaB product line by tapping into the Company’s global network of business and security leaders. The Company will provide new customer and industry research, marketing support, client prospecting and sales negotiations, and customer experience (CX) feedback from buyers. Aether will receive 25% percent of the profits earned for the sales of the IDIPLOYER’s DiaB solutions.
b) Software Intellectual Property Sharing: joint ownership of all intellectual property (IP) software co-development from date of the signed agreement. Aether will hire a software engineer to work directly with IDIPLOYER to design and develop DiaB software solutions to meet individual client’s needs, which will help secure sales of IDIPLOYER’s DiaB product line. Each company will own 50% of the IP software developed.
On July 25, 2023, the Company signed another facility agreement with IDI to provide £35,000 for general corporate purposes and it has sent a total of $60,151 (£35,000). 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 IDI to provide £15,000 for general corporate purposes and it has sent a total of $26,017 (£15,000). 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 30, 2023, the Company signed another facility agreement with IDI to provide £10,000 for general corporate purposes and it has sent a total of $17,093 (£10,000). 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 IDI to provide £10,000 for general corporate purposes and it has sent a total of $17,748 (£10,000). 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 March 5, 2024, pursuant to the facility agreements, the Company issued a conversion notice to IDI requiring the latter to convert the principal amount of $205,939 (£120,000) plus accrued interest of $6,360 (£3,716) as at the date of such notice into fully paid ordinary shares in the capital of IDI. 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 IDI.
In light of the above, As at February 28, 2025, the long-term receivable in the statement of financial position amounted to $1 (November 30, 2024 - $1).
aether
AETHER GLOBAL INNOVATIONS CORP.
For the Periods Ended February 28, 2025 and February 29, 2024
The Technology
IDI’s Drone-in-a-Box (“DiaB”) Solution provides users with the system that can support their needs while being cost-effective. The drone in a box solution provides organizations the ability to make critical decisions based on real time data being provided by autonomous drones. This solution has a myriad of applications for critical infrastructure monitoring, oil and gas and agriculture.
On August 30, 2023, signed Strategic Joint Venture Partnership MOU with Ruf Diamond LLC (RufDiamond), a distributor and retrofitter of all-terrain vehicles and equipment built to withstand the harshest of conditions. The joint venture will look to identify business opportunities to exploit the development, integration and deployment of an automated drone solution from RufDiamond’s retrofitted all-terrain FatTruck vehicle platforms.
On September 18, 2023, the company signed a MOU with STA QSTP LLC (“STA”), a cutting edge, innovative and bespoke technology solutions provider. STA has deep expertise in aerial solutions that feature rugged UAVs with intelligent control systems and enhanced safety and security features. The technology firm offers smart UAV solutions and applications with mission critical sensors and payloads that offer bespoke intelligent aerial solutions for each client’s particular needs.
Recent Business Updates
Regarding the above transactions with IDI, the Company is still in the process of negotiating the terms and conditions with the former to further their partnership towards the development of the drone docking station. 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 IDI.
RESULTS OF OPERATIONS
First Quarter ended February 28, 2025 and February 29, 2024
During the quarter ended February 28, 2025, the Company had a comprehensive loss of $66,574 compared to a comprehensive loss of $195,426 for the quarter ended February 29, 2024. The lower comprehensive loss was primarily driven by the following:
- Accounting and audit fees of $21,055 (February 29, 2024 - $16,491) increased mainly due to the accrual of annual audit fees for the current period.
- Business development expenses of $Nil (February 29, 2024 – $34,516) decreased due to termination of business development contracts during the period.
- Investor relations of $Nil (February 29, 2024–$41,973) were paid to consultants for advisory services. The services generally relate to capital markets advice and assistance in dealing with strategic investors for the Company. There were no investor relations activities for the current quarter of the year.
- Consulting fees of $5,000 (February 29, 2024–$37,500) decreased slightly from previous period due to decrease in consultancy fees.
- Legal fees of $12,740 (February 29, 2024–$14,178) decreased mainly due to reduced legal costs related to closure of subsidiaries in current period.
- Management fees of $24,000 (February 29, 2024 – $30,000) paid or accrued to the current CEO and CFO (See Transactions with Related Parties). The reduction in fees mainly due to the appointment of Interim CFO at a lower fee during current period.
- Transfer agent and filing fees of $3,541 (February 29, 2024 – $11,692) reduced due to minimal operations during the current period.
aether
AETHER GLOBAL INNOVATIONS CORP.
For the Periods Ended February 28, 2025 and February 29, 2024
SUMMARY OF QUARTERLY RESULTS
The following table sets out selected financial data in respect of the last eight quarters of the Company. The data is derived from the financial statements of the Company prepared in accordance with IFRS.
| | Qtr1
February
28, 2025 | Qtr4
November
30, 2024 | Qtr3
August
31, 2024 | Qtr2
May
31, 2024 |
| --- | --- | --- | --- | --- |
| Total Revenues, including interest income | $ - | $ - | $ - | $ - |
| Net loss/(gain) | (66,574) | (179,014) | (124,706) | (324,700) |
| Basic and diluted loss
per share from continuing operations | (0.00) | (0.00) | (0.00) | (0.00) |
| Basic and diluted loss per share from
discontinued operations | 0.00 | 0.00 | 0.00 | 0.00 |
| | Qtr1
February
29, 2024 | Qtr4
November
30, 2023 | Qtr3
August
31, 2023 | Qtr2
May
31, 2023 |
| --- | --- | --- | --- | --- |
| Total Revenues, including interest income | $ - | $ - | $ - | $ - |
| Net loss | (195,426) | (588,795) | (427,435) | (485,011) |
| Basic and diluted loss
per share from continuing operations | (0.01) | (0.01) | (0.01) | (0.02) |
| Basic earnings (loss) per share from
discontinued operations – loss of control | 0.00 | 0.00 | 0.00 | 0.00 |
| Diluted earnings (loss) per share from
discontinued operations – loss of control | (195,426) | 0.00 | 0.00 | 0.00 |
The net loss in the current quarter ended February 28, 2025 reduced due to minimal activities. The net loss in the quarter ended November 30, 2024 increased compared to the previous quarter primarily due to the recognition of audit fees. The net loss remained lower for the quarter ended August 31, 2024 due to absence of investor relation expenses and reduced accounting fees in line with the reduced operating activities. The net loss for the quarter ended May 31, 2024 increased compared to the previous quarter mainly due to the audit fees recognized. The higher net loss in the quarter ended November 30, 2023, compared with the third quarter of 2023 was due to the impairment loss on the loan receivable as well as recognition of salaries of a previous officer. From quarter two ended May 31, 2023 to quarter three ended August 31, 2023 of previous year, the decrease was mostly due to lower investor relations expenses partially offset by the stock-based compensation for options issued in August 2023.
LIQUIDITY AND CAPITAL RESOURCES
The Company's approach to managing its liquidity is to ensure that it has sufficient resources to meet its liabilities as they come due and have sufficient working capital to fund operations for the ensuing fiscal period. Financing of operations has been achieved solely by equity financing. The Company anticipates that it will require significant funds from either equity or debt financing for the development of its technologies and to support general administrative expenses.
As at February 28, 2025, the Company had $3,118 in current assets (November 30, 2024 – $5,064) and $1,106,311 in current liabilities (November 30, 2024 – $1,044,683) for a working capital deficit of $1,103,193 compared to a working capital deficit of $1,039,619 as at November 30, 2024. The surge of the working capital deficit is mostly driven by the Company's owing to its related parties and loan payable.
As at February 28, 2025, the Company had a share capital balance of $13,923,198 (November 30, 2024 – $13,920,198) and an accumulated deficit of $18,022,691 (November 30, 2024 – $17,596,118).
aether
AETHER GLOBAL INNOVATIONS CORP.
For the Periods Ended February 28, 2025 and February 29, 2024
Financing of operations has been achieved solely by sales loans and equity financing. However, the Company expects to generate profitable revenue in the coming years with adequate investment to support adding experienced manufacturing personnel and capital equipment. Currently the Company is primarily reliant upon the sale of equity securities and loans. Since inception, the Company has funded limited operations through the issuance of equity securities on a private placement basis. The Company’s ability to raise funds through the issuance of equity will depend on economic, market and commodity prices at the time of financing.
The Company expects to generate similar losses quarter over quarter for the next fiscal year in relation to the Company’s development, administration and promotion of its technologies. As of report date, management has planned to raise funds through equity financing and loans which will be sufficient to sustain operations and the development of the Companies technologies for the next fiscal year. 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 and uncertainty 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.
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.
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.
Detailed discussions related to the Company’s cash flows during the period ended February 28, 2025
Cash balances decreased by a total of $287 during the period ended February 28, 2025 (February 29, 2024– decreased by $30,876). During the current period, the cash decrease is mainly due to the Company’s operational costs.
During the period ended February 28, 2025, cash used in operating activities was $9,713 compared to cash used in operating activities of $40,876 during the period ended February 29, 2024. Most of the cash outflows were for payments of regulatory costs.
Cash inflow from financing activities during the period ended February 28, 2025, was $10,000 compared to cash inflow by financing activities of $10,000 during the period ended February 29, 2024.
PROPOSED TRANSACTIONS
As at the date of this report, the Company has no proposed transactions.
OFF-BALANCE SHEET ARRANGEMENTS
To the best of the Management’s knowledge, there are no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company.
aether
AETHER GLOBAL INNOVATIONS CORP.
For the Periods Ended February 28, 2025 and February 29, 2024
TRANSACTIONS WITH RELATED PARTIES
The amounts due to 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.
As at February 28, 2025, $135,585 (November 30, 2024 - $102,573) was due to directors and officers of the Company:
| November 30, 2024 | November 30, 2024 | |
|---|---|---|
| Company controlled by the President and CEO – Phil Lancaster | $ 75,192 | $ 59,192 |
| Company controlled by the Corporate Secretary and Interim CFO – Nancy Boufeas | 50,378 | 33,086 |
| Loan payable to a Director – Douglas Smith | 10,015 | 10,295 |
| $ 135,585 | $ 102,573 |
On December 20, 2023, the Company entered into a loan agreement, as amended with a Former Director – Zara Kanji amounting to $5,000 with interest of 10% per annum. The loan is repayable on September 20, 2025. As of February 28, 2025, the loan payable includes $5,000 principal and $622 accrued interest.
On January 8, 2024, the Company entered into a loan agreement, as amended with the Former Secretary– Vivian Katsuris amounting to $5,000 with interest of 10% per annum. The loan is repayable on September 15, 2025. On March 15, 2024, the Company entered into another loan agreement, as amended with the Former Company - former Company Secretary for $5,000 with interest of 10% per annum. The loan is repayable on December 15, 2025. As of February 28, 2025, the combined loan payable includes $10,000 principal and $1,093 accrued interest.
On April 11, 2024, the Company entered into a loan agreement, as amended with its Director – Douglas Smith amounting to $9,361 (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 February 28, 2025, the combined loan payable includes $9,196 principal and $586 accrued interest.
During the periods ended February 28, 2025 and February 29, 2024, the Company entered into the following transactions with related parties:
| February 28, 2025 | February 29, 2024 | |
|---|---|---|
| Management fees | $ 24,000 | $ 30,000 |
| Accounting fees | 2,500 | 15,000 |
| Professional fees | 7,500 | 7,500 |
| $ 34,000 | $ 52,500 |
Management fees consisted of the following:
| February 28, 2025 | February 29, 2024 | |
|---|---|---|
| Company controlled by the President and CEO- Phil Lancaster Interim CFO –Nancy Boufeas | $ 15,000 | $ 15,000 |
| 9,000 | - | |
| Former CFO – Karen Mae Parrin | - | 15,000 |
| $ 24,000 | $ 30,000 |
aether
AETHER GLOBAL INNOVATIONS CORP.
For the Periods Ended February 28, 2025 and February 29, 2024
Professional fees of $7,500 (February 29, 2024 - $7,500) were paid or accrued to a company controlled by the Corporate Secretary – Nancy Boufeas.
Accounting fees of $2,500 (February 29, 2024 - $15,000) were paid or accrued to a company controlled by a former director – Zara Kanji.
During the period ended February 28, 2025, the Company had below stock options held by the Company’s former and current directors and officers. The amount recognized as expense for these options for the period ended February 28, 2025 and February 29, 2024 are as follows:
| February 28, 2025 | February 29, 2024 | |||
|---|---|---|---|---|
| Number of options held | Expense for the period (vested) | Number of options held | Expense for the period (vested) | |
| Philip Lancaster, CEO | 800,000 | - | 800,000 | $ - |
| Karen Mae Parrin, Former CFO | - | - | 200,000 | - |
| Douglas Smith, Director | 200,000 | - | 200,000 | - |
| Zara Kanji, Former Director | 300,000 | - | 300,000 | - |
| Al Treddenick, Former Director | 100,000 | - | 100,000 | - |
| Nancy Boufeas, Company Secretary and interim CFO | 50,000 | - | 50,000 | - |
| 1,450,000 | - | 1,650,000 | $ - |
During the period ended February 29, 2024, 200,000 stock options held by the former Director – Dr. Khalid Alali was cancelled due to resignation from his position.
MATERIAL ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES
All significant accounting policies and critical accounting estimates are fully disclosed in Note 2 of the Financial Statements for the year ended November 30, 2024 that are available on SEDAR+ at www.sedarplus.ca.
FINANCIAL RISK MANAGEMENT
The Company’s financial assets consist of cash, and due from related parties. The estimated fair values of cash, subscription receivable, and due from related parties 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.
For the for the period ended February 28, 2025, and November 30, 2024, the fair value of the cash, accounts receivable, accounts payable, and due from related parties approximate the book value due to the short-term nature.
aether
AETHER GLOBAL INNOVATIONS CORP.
For the Periods Ended February 28, 2025 and February 29, 2024
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. As at February 28, 2025, the Company has cash balance of $485 (November 30, 2024 - $198) to settle current liabilities of $1,106,311 (November 30, 2024 - $1,044,683). The Company’s future financial success will be dependent upon the ability to monetize its technologies or obtain necessary financing to meet its contractual obligations.
Interest Rate Risk
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.
Credit Risk
Credit risk is the risk of a loss to a counterparty to a financial instrument when it 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 against the Canadian dollar have affected comprehensive loss for the period by approximately $7,583 (2024 – $14,100).
CAPITAL STOCK
The authorized capital of the Company consists of an unlimited number of common shares without par value. As at February 28, 2025 and report date, the following table summarizes the outstanding share capital, stock options, and share purchase warrants of the Company:
| As at November 30, 2024 | Report Date | |
|---|---|---|
| Common shares | 105,704,461 | 124,804,561 |
| Stock Options | 3,050,000 | 3,050,000 |
| Share Purchase Warrants | 56,855,860 | 56,855,860 |
During the period ended February 28, 2025
On February 10, 2025, the Company issued 100,000 common shares as bonus per the loan agreement to the Lender valued at $0.03.
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.
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AETHER GLOBAL INNOVATIONS CORP.
For the Periods Ended February 28, 2025 and February 29, 2024
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 period ended February 28, 2025:
No Options were granted, expired nor exercised for the period ended February 28, 2025.
During the year ended November 30, 2024
400,000 stock options with an exercise price of $0.05 were cancelled and 125,000 stock options with an exercise price of $0.50 were expired.
Stock option transactions and the number of stock options outstanding as at the period ended February 28, 2025 and November 30, 2024 are summarized as follows:
| Number of Options | Weighted Average Exercise Price | |
|---|---|---|
| Balance, November 30, 2023 | 3,575,000 | $ 0.06 |
| Cancelled | (400,000) | 0.05 |
| Expired | (125,000) | 0.50 |
| Balance, February 28, 2025 and November 30, 2024 | 3,050,000 | $ 0.05 |
| Expiry Date | Exercise Price | Numbers of options outstanding |
| --- | --- | --- |
| $ | ||
| August 16, 2026 | 0.05 | 2,050,000 |
| October 19, 2028 | 0.05 | 1,000,000 |
| 3,050,000 |
Share Purchase Warrants
During the period ended February 28, 2025 and November 30, 2024
There were no transactions involving warrants during the period ended February 28, 2025 and year ended November 30, 2024.
Share purchase warrant transactions and the number of share purchase warrants outstanding as at period ended February 28, 2025 and November 30, 2024 are summarized as follows:
| Number of Warrants | Weighted Average Exercise Price | |
|---|---|---|
| Balance, November 30, 2023 | 56,855,860 | $ 0.42 |
| Warrants issued | - | - |
| Balance, February 28, 2025 and November 30, 2024 | 56,855,860 | $ 0.14 |
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AETHER GLOBAL INNOVATIONS CORP.
For the Periods Ended February 28, 2025 and February 29, 2024
The following summarizes the stock warrants outstanding at February 28, 2025:
| 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 | 0.05 | 0.01 |
| March 27, 2026 | 0.10 | 7,400,000 | 0.14 | 0.01 |
| March 30, 2026 | 0.10 | 29,128,000 | 0.55 | 0.05 |
| August 9, 2026 | 0.50 | 6,242,000 | 0.16 | 0.05 |
| July 24, 2028 | 0.10 | 10,897,700 | 0.65 | 0.02 |
| 56,855,860 | 1.55 | 0.14 |
COMMITMENTS AND CONTINGENCIES
The Company has certain commitments related to key management compensation (management fees) for $10,000 per month with no specific expiry of terms.
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 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. The Company will issue a loan bonus of 200,000 common shares to the lender (issued).
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AETHER GLOBAL INNOVATIONS CORP.
For the Periods Ended February 28, 2025 and February 29, 2024
As at February 28, 2025, the Company has loans payable totaling $233,306 (November 30, 2024 – $210,174) summarized as follows:
| Date | Principal | Interest | Maturity | Balance, February 28, 2025 | Balance, November 30, 2024 |
|---|---|---|---|---|---|
| July 8, 2022 | $ 30,000 | 10% | November 8, 2022 | $ 48,000 | $ 48,000 |
| December 20, 2023 | 5,000 | 10% | September 20, 2025 | 5,622 | 5,487 |
| January 8, 2024 | 5,000 | 10% | October 8, 2025 | 5,596 | 5,460 |
| March 15, 2024 | 5,000 | 10% | September 15, 2024 | 5,497 | 5,364 |
| March 28, 2024 | 5,000 | 10% | September 28, 2024 | 5,478 | 5,345 |
| April 10, 2024 | 20,000 | 10% | April 10, 2025 | 21,835 | 21,305 |
| April 30, 2024* | 30,000 | 12% | April 30, 2025 | 33,110 | 32,150 |
| May 1, 2024 | 15,000 | 10% | September 1, 2024 | 16,284 | 15,889 |
| May 3, 2024 | 20,000 | 10% | November 3, 2024 | 21,700 | 21,174 |
| August 26, 2024 | 50,000 | - | February 25, 2026 | 50,000 | 50,000 |
| December 23, 2024 | 10,000 | 10% | December 23, 2025 | 10,184 | - |
| Total | $ 185,000 | $ 223,306 | $ 210,174 |
RISKS RELATED TO OUR BUSINESS
The Company believes that the following risks and uncertainties may materially affect its success.
Limited Operating History
The Company has not started generating revenues. The Company was incorporated on October 17, 2011 and has yet to generate a profit from its activities. The Company is subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its growth objective. The Company anticipates that it may take several years to achieve positive cash flow from operations. However, it is optimistic due to new direction and strategy specifically around investment into new technologies and global growth opportunities through strategic partnerships.
Substantial Capital Requirements and Liquidity
Substantial additional funds for the establishment of the Company’s current and planned operations will be required. However, the company has reduced costs significantly in order to preserve capital and reach its new goals and milestones. No assurances can be given that the Company will be able to raise the additional funding that may be required for such activities, should such funding not be fully generated from operations. Revenues, taxes, transportation costs, capital expenditures, operating expenses and development costs are all factors which will have an impact on the amount of additional capital that may be required. To meet such funding requirements, the Company may be required to undertake additional equity financing, which would be dilutive to shareholders. Debt financing, if available, may also involve restrictions on financing and operating activities.
There is no assurance that additional financing will be available on terms acceptable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or anticipated expansion and pursue only those development plans that can be funded through cash flows generated from its existing operations.
Regulatory Requirements
The current or future operations of the Company require permits from various governmental authorities, and such operations are and will be governed by laws and regulations governing development, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, site safety and other matters. There can be no assurance that all permits which the Company may require for the facilities and
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AETHER GLOBAL INNOVATIONS CORP.
For the Periods Ended February 28, 2025 and February 29, 2024
conduct of operations will be obtainable on reasonable terms or that such laws and regulation would not have an adverse effect on any development project which the Company might undertake.
Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in operations may be required to compensate those suffering losses or damages and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations. Amendments to current laws, regulation and permits governing operations and activities of companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or development costs or require abandonment or delays in the development of new projects.
Financing Risks and Dilution to Shareholders
The Company will have limited financial resources, no operations and hardly have revenues. There can be no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be available on favorable terms or at all. It is likely such additional capital will be raised through the issuance of additional equity, which will result in dilution to the Company’s shareholders.
Competition
The company has defined their objectives and has explored what was and what was not working within the organization. Aether now has a clear disciplined direction that involves new focus around drone automation and development. The competition in this area only validates the company’s decision to move in the direction described.
Intellectual Property
The company is now engaged in creating additional value through the development of API’s that will in turn result in ownership around valuable IP. This will also result in additional AI capability and future IP.
Reliance on Management and Dependence on Key Personnel
The success of the Company will be largely dependent upon the performance of the directors and officers and the ability to attract and retain key personnel. The loss of the services of these persons may have a material adverse effect on the Company’s business and prospects. The Company will compete with numerous other companies for the recruitment and retention of qualified employees and contractors. There is no assurance that the Company can maintain the service of its directors and officers, or other qualified personnel required to operate its business. Failure to do so could have a material adverse effect on the Company and its prospects.
Governmental Regulations and Processing Licenses and Permits
The activities of the Company are subject to various government approvals, various laws governing prospecting, development, land resumptions, production taxes, labor standards and occupational health, toxic substances, and other matters. Although the Company believes that its activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner, which could limit or curtail production or development. Amendments to current laws and regulations governing operations and activities, or more stringent implementation thereof, could have a material adverse impact on the business, operations and financial performance of the Company. Further, the licenses and permits issued in respect of its projects may be subject to conditions that, if not satisfied, may lead to the revocation of such licenses.
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AETHER GLOBAL INNOVATIONS CORP.
For the Periods Ended February 28, 2025 and February 29, 2024
Conflicts of Interest
Certain of the directors and officers of the Company will be engaged in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies and, as a result of these and other activities, such directors and officers of the Company may become subject to conflicts of interest. The British Columbia Business Corporations Act ("BCBCA") provides that in the event that a director has a material interest in a contract or proposed contract or agreement that is material to the issuer, the director must disclose his interest in such contract or agreement and refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the BCBCA. To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the BCBCA.
Litigation
The Company and/or its directors may be subject to a variety of civil or other legal proceedings, with or without merit.
As certain of the Company’s officers have other outside business activities and, thus, may not be in a position to devote all of their professional time to the Company, the Company’s operations may be sporadic, which may result in periodic interruptions or suspensions.
FORWARD-LOOKING STATEMENTS
This MD&A may include certain "forward-looking statements" within the meaning of applicable securities legislation. All statements, other than statements of historical facts, included in this MD&A that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as future business strategies competitive strengths, goals, expansion and growth of the Company’s businesses, operations, plans and other such matters are forward-looking statements. When used in this MD&A, the words "estimate", "plan", "anticipate", "expect", "intend", "believe" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks that actual results of current exploration activities will differ, changes in project parameters as plans continue to be refined, unavailability of financing, fluctuations in precious and/or base metals prices and other factors, as outlined in the Company’s preliminary long form prospectus filed on SEDAR. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
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 makes adjustments to 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.
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AETHER GLOBAL INNOVATIONS CORP.
For the Periods Ended February 28, 2025 and February 29, 2024
DIRECTORS
Certain directors of the Company are also directors, officers and/or shareholders of other companies that may be engaged in the similar business of developing technologies. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required to act in good faith with a view to the best interests of the Company and to disclose any interest they may have in any project opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his/her interest and abstain from voting in the matter(s). In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.
On January 31, 2024, Dr. Khalid Al-ali resigned as a Director of the Company.
On July 31, 2024, Karen Mae Parrin resigned as CFO of the Company.
On August 21, 2024, Zara Kanji-Aquino resigned as Director of the Company.
On September 6, 2024, Nancy Boufeas was appointed as Interim CFO of the Company.
On June 6, 2025, Alan Treddenick resigned as Director of the Company.
On June 18, 2025, Adam Emes was appointed as Director of the Company
As at the date of this MD&A, the Current Directors and Officers of the Company are as follows:
Philip Lancaster, President and CEO
Nancy Boufeas, Corporate Secretary and Interim CFO
Douglas Smith, Director and Chairman
Adam Emes, Director
OUTLOOK
The Company’s objective is to maximize the value of the Company for our shareholders, and our strategy to obtain this result is to focus on project evaluations and project generation. To proceed with this strategy, additional financing may be required during the current fiscal year.
ADDITIONAL INFORMATION
Additional information relating to the Company can also be found on SEDAR+ at www.sedarplus.ca
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