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AGEDB Technology Limited — Interim / Quarterly Report 2025
Sep 27, 2025
48395_rns_2025-09-26_2215db34-966d-4809-a9fa-519c5de32397.pdf
Interim / Quarterly Report
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AGEDB TECHNOLOGY LTD.
Condensed Consolidated Interim Financial Statements
For The Three Months Ended July 31, 2025 and 2024
(Expressed in Canadian Dollars)
(Unaudited)
MANAGEMENT'S COMMENTS ON UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTICE OF NO AUDITOR REVIEW OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the consolidated interim financial statements, they must be accompanied by a notice indicating that the consolidated financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed consolidated interim financial statements of AGEDB Technology Ltd. (the "Company") have been prepared by and are the responsibility of the Company's management. The unaudited condensed consolidated interim financial statements are prepared in accordance with International Financial Reporting Standards and reflect management's best estimates and judgments based on information currently available.
The Company's independent auditor has not performed a review of these condensed consolidated interim financial statements established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.
AGEDB TECHNOLOGY LTD.
Condensed Consolidated Interim Statements of Financial Position
As at July 31, 2025 and April 30, 2025
(Expressed in Canadian Dollars)
(Unaudited)
| Note | July 31, 2025 | April 30, 2025 | |
|---|---|---|---|
| ASSETS | |||
| Current assets | |||
| Cash | $ 246,742 | $ 10,253 | |
| Goods and services tax receivable | 6 | 53,413 | 41,054 |
| Prepaid expenses | 23,019 | - | |
| Deposits | 8,195 | 8,195 | |
| Total current assets | 331,369 | 59,502 | |
| Non-current assets | |||
| Property and equipment | 4 | 71,821 | 14,843 |
| TOTAL ASSETS | $ 403,190 | $ 74,345 | |
| LIABILITIES | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | 5 | $ 134,778 | $ 407,806 |
| Employee deductions payable | 18,039 | 36,053 | |
| Current portion of loan payable | 8 | 4,251 | - |
| Total current liabilities | 157,068 | 443,859 | |
| Non-current liabilities | |||
| Loan payable | 8 | 32,850 | - |
| TOTAL LIABILITIES | 189,918 | 443,859 | |
| SHAREHOLDERS’ EQUITY (DEFICIENCY) | |||
| Share capital | 9 | 8,755,850 | 8,755,850 |
| Share subscription received in advance | 800,000 | - | |
| Contributed surplus | 13,302 | 13,302 | |
| Options reserve | 9 | 416,359 | 364,168 |
| Warrants reserve | 9 | 270 | 270 |
| Deficit | (9,772,509) | (9,503,104) | |
| TOTAL SHAREHOLDERS’ EQUITY (DEFICIENCY) | 213,272 | (369,514) | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY) | $ 403,190 | $ 74,345 |
Nature of Operations & Going Concern (Note 1)
APPROVED ON BEHALF OF THE BOARD ON SEPTEMBER 26, 2025
“Young Seung Ko” Director “Cheolsun Kang” Director
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
AGEDB TECHNOLOGY LTD.
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss
For the three months ended July 31, 2025 and 2024
(Expressed in Canadian Dollars)
(Unaudited)
| Note | 2025 | 2024 | |
|---|---|---|---|
| REVENUES | |||
| Professional service sales | 13 | $ - | $ 105,096 |
| Software license sales | 13 | - | 131,907 |
| GROSS PROFIT | - | 237,003 | |
| EXPENSES | |||
| Advertising and promotion | 1,425 | 12,145 | |
| Depreciation and amortization | 4, 7 | 3,170 | 12,919 |
| Consulting fees | 5 | 83,870 | 32,225 |
| Insurance | 992 | 1,314 | |
| Interest expense | 8 | 494 | 1,492 |
| Office | 15,847 | 14,795 | |
| Professional fees | 5 | 43,586 | 215,205 |
| Regulatory & filing fees | 17,829 | 3,020 | |
| Rental | 5,566 | 53,061 | |
| Research and development expense | 5 | - | 790,143 |
| Salaries and wages | 5 | 28,459 | 412,750 |
| Share-based compensation | 5, 9 | 52,191 | 117,429 |
| Travel | 1,828 | 22,675 | |
| 255,257 | 1,689,173 | ||
| LOSS FROM OPERATIONS | (255,257) | (1,452,170) | |
| OTHER INCOME (EXPENSES) | |||
| Loss on disposal of property and equipment | 4 | (14,150) | - |
| Loss on sublease | 7 | - | (7,556) |
| Interest income | 7 | - | 6,526 |
| Gain on foreign exchange | 2 | 19,842 | |
| (14,148) | 18,812 | ||
| LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD | $ (269,405) | $ (1,433,358) | |
| BASIC AND DILUTED LOSS PER COMMON SHARE | $ (0.01) | $ (0.03) | |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (BASIC & DILUTED) | 42,383,200 | 42,383,200 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
AGEDB TECHNOLOGY LTD.
Condensed Consolidated Interim Statements of Changes in Shareholders' Equity
For the three months ended July 31, 2025 and 2024
(Expressed in Canadian Dollars)
(Unaudited)
| Number of shares | Share capital | Share subscription received in advance | Contributed surplus | Options reserve | Warrants reserve | Deficit | Total shareholders' equity | |
|---|---|---|---|---|---|---|---|---|
| Balance, April 30, 2024 | 42,383,200 | $ 8,755,850 | $ - | $ 13,302 | $ 336,513 | $ 270 | $ (7,552,733) | $ 1,553,202 |
| Share-based compensation | - | - | - | - | 117,429 | - | - | 117,429 |
| Loss for the period | - | - | - | - | - | - | (1,433,358) | (1,433,358) |
| Balance, July 31, 2024 | 42,383,200 | $ 8,755,850 | $ - | $ 13,302 | $ 453,942 | $ 270 | $ (8,986,091) | $ 237,273 |
| Share-based compensation | - | - | - | - | (89,774) | - | - | (89,774) |
| Loss for the period | - | - | - | - | - | - | (517,013) | (517,013) |
| Balance, April 30, 2025 | 42,383,200 | $ 8,755,850 | $ - | $ 13,302 | $ 364,168 | $ 270 | $ (9,503,104) | $ (369,514) |
| Share subscription received in advance | - | - | 800,000 | - | - | - | - | 800,000 |
| Share-based compensation | - | - | - | - | 52,191 | - | - | 52,191 |
| Loss for the period | - | - | - | - | - | - | (269,405) | (269,405) |
| Balance, July 31, 2025 | 42,383,200 | $ 8,755,850 | $ 800,000 | $ 13,302 | $ 416,359 | $ 270 | $ (9,772,509) | $ 213,272 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
AGEDB TECHNOLOGY LTD.
Condensed Consolidated Interim Statements of Cash Flows
For the three months ended July 31, 2025 and 2024
(Expressed in Canadian Dollars)
(Unaudited)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS USED IN OPERATING ACTIVITIES | ||
| Loss for the period | $ (269,405) | $ (1,433,358) |
| Items not involving cash: | ||
| Depreciation and amortization | 3,170 | 12,919 |
| Interest expense | 494 | 1,492 |
| Interest income on sublease | - | (341) |
| Share-based compensation | 52,191 | 117,429 |
| Loss on disposal of property and equipment | 14,150 | - |
| Loss on sublease | - | 7,556 |
| Changes in non-cash operating working capital: | ||
| Accounts receivable | - | 3,959 |
| Goods and services tax | (8,880) | 11,674 |
| Prepaid expenses and deposits | (23,019) | (2,896) |
| Accounts payables and accrued liabilities | (273,028) | 14,026 |
| Deferred revenue | - | 57,686 |
| Employee deductions payable | (18,014) | (15,228) |
| Net cash used in operating activities | (522,341) | (1,225,082) |
| CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES | ||
| Purchase of property and equipment | (40,000) | - |
| Receipt of sublease payments | - | 7,238 |
| Net cash provided by (used in) investing activities | (40,000) | 7,238 |
| CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES | ||
| Share subscription received in advance | 800,000 | - |
| Loan payments | (1,170) | - |
| Lease payments | - | (19,645) |
| Net cash provided by (used in) financing activities | 798,830 | (19,645) |
| Change in cash during the period | 236,489 | (1,237,489) |
| Cash, beginning of period | 10,253 | 1,519,925 |
| Cash, end of period | $ 246,742 | $ 282,436 |
| Supplemental disclosure with respect to cash flows: | ||
| Interest paid | $ - | $ - |
| Income taxes paid | $ - | $ - |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
AGEDB TECHNOLOGY LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Expressed in Canadian dollars) For the three months ended July 31, 2025 and 2024
1. NATURE OF OPERATIONS & GOING CONCERN
AGEDB Technology Ltd. (the "Company") was incorporated on March 25, 2021 under the laws of the Province of British Columbia. On December 21, 2022, the Company completed its Initial Public Offering ("IPO") and its common shares were listed on the TSX-Venture Exchange ("TSX-V") as a Capital Pool Company ("CPC") as defined in Policy 2.4 of the TSX-V Corporate Finance Manual.
On March 13, 2024, the Company closed its qualifying transaction ("QT") with Advanced Graph Enterprise Database Inc. ("Former Advanced Graph") by way of a reverse takeover in accordance with the policies of the TSX-V.
On March 13, 2024, the Company changed its name from Adagio Capital Inc. to AGEDB Technology Ltd.
The Company's registered office and principal place of business is Suite 700 – 838 W Hastings Street, Vancouver, BC V6C 0A6. The Company was focused on the development of software and solutions for graph database management systems. During the year ended April 30, 2025, the Company discontinued its operations in graph database management system and is currently seeking other business opportunities.
The Company's condensed consolidated interim financial statements as of July 31, 2025, and for the period then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company had a net loss of $269,405 for the three months ended July 31, 2025 (2024 – $1,433,358), an accumulated deficit of $9,772,509 as of July 31, 2025 (April 30, 2025 - $9,503,104) and had a working capital of $174,301 as of July 31, 2025 (April 30, 2025 – deficit of $384,357).
The continued sustainability of the Company as a going concern is tied to the successful development of its technologies to a commercial standard. The Company actively seeks out additional financing sources to ensure the continuity of its operations and research programs. Furthermore, the Company is strategically planning to raise capital and issue shares to investors, enabling them to be traded on a stock exchange. This approach aims to enhance the long-term financial stability of the Company, attract investor participation, and foster increased market liquidity.
The attainment of these objectives is subject to uncertainties, and there can be no guarantee of the Company's success in achieving them. These circumstances comprise a material uncertainty which may cast significant doubt as to the ability of the Company to continue as a going concern. The consolidated 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.
2. BASIS OF PRESENTATION
Statement of Compliance
These condensed consolidated interim financial statements are prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. The principal accounting policies applied in the preparation of these condensed consolidated interim financial statements are set out below. These policies have been consistently applied to all periods presented, unless otherwise stated.
The condensed consolidated interim financial statements have been authorized by the Company's Board of Directors on September 26, 2025.
AGEDB TECHNOLOGY LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
For the three months ended July 31, 2025 and 2024
Basis of Measurement
The condensed consolidated interim financial statements have been prepared based on the historical cost basis, with the exception of financial instruments measured at fair value. Moreover, these statements have been prepared using the accrual basis of accounting, with the exception of cash flow information. Items included in the consolidated financial statements of the Company and its subsidiary are measured using the currency of the primary economic environment in which it operates (the "functional currency"). The functional currency of the Company and its subsidiary is the Canadian dollar. These condensed consolidated interim financial statements are presented in Canadian dollars.
Principles of Consolidation
The condensed consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiary, Advanced Graph Enterprise Database Inc. ("AmalCo").
| Name of subsidiary | Place of incorporation | Ownership interest |
|---|---|---|
| Advanced Graph Enterprise Database Inc. | BC Canada | 100% |
Subsidiaries are entities controlled by the Company. Control exists when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
In assessing control, potential voting rights that are currently exercisable are taken into account. The financial statements of subsidiaries are included in the condensed consolidated interim financial statements from the date that control commences until the date that control ceases.
Inter-company transactions, balances and unrealized gains or losses with the subsidiaries are eliminated. The financial statements of the subsidiary is prepared using consistent accounting policies with that of the Company.
Critical accounting estimates and judgments
The preparation of these condensed consolidated interim financial statements in accordance with IFRS requires management to make estimates and assumptions that can have a significant effect on the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.
Estimates and judgments are significant when:
- the outcome is highly uncertain at the time the estimates are made; or
- different estimates or judgments could reasonably have been used that would have had a material impact on the financial statements.
The financial statements include estimates based on currently available information and management's judgment as to the outcome of future conditions and circumstances. Management uses historical experience, general economic conditions and trends, and assumptions regarding probable future outcomes as the basis for determining estimates.
Estimates and their underlying assumptions are reviewed on a regular basis and the effects of any changes are recognized immediately. Changes in the status of certain facts or circumstances could result in material changes to the estimates used in the preparation of the financial statements and actual results could differ from the estimates and assumptions.
Set forth below are descriptions of items that management believes require its most critical estimates and judgments.
AGEDB TECHNOLOGY LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Expressed in Canadian dollars) For the three months ended July 31, 2025 and 2024
Key sources of estimation uncertainty
Recoverability of receivables
The Company evaluates specific accounts where it has information that a customer may be unable to meet its financial obligations. In these cases, judgment is used based on the best available information to determine actual amounts that will be collected. The Company continually reviews and adjusts such amounts as better information becomes available.
Estimated useful lives of property and equipment
Depreciation of property and equipment is dependent upon estimates of useful lives and residual values which are determined through knowledge of the business and judgment. Residual values, useful, depreciation methods are reviewed annually for relevancy and changes are accounted for prospectively. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that consider factors such as economic conditions, market conditions and the useful lives of the assets.
Judgements
Going concern
The condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The assessment of the Company's ability to source future operations and continue as a going concern involves judgement. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. If the going concern assumption is not appropriate for the financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported revenue and expenses and the statement of financial position classifications used.
Income taxes
In assessing the probability of realizing deferred tax assets, management makes estimates related to the expectation of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that the tax position taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified.
3. MATERIAL ACCOUNTING POLICY INFORMATION
The material accounting policies applied in the preparation of these condensed consolidated interim financial statements are consistent with the accounting policies disclosed in note 3 of the audited consolidated financial statements for the year ended April 30, 2025. These condensed consolidated interim financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended April 30, 2025.
AGEDB TECHNOLOGY LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
For the three months ended July 31, 2025 and 2024
4. PROPERTY AND EQUIPMENT
| Computer Equipment | Furniture | Equipment | Vehicle | Total | |
|---|---|---|---|---|---|
| Cost | |||||
| Balance, April 30, 2024 | $46,517 | $10,601 | $8,322 | $- | $65,440 |
| Disposals | (41,886) | - | - | - | (41,886) |
| Balance, April 30, 2025 | 4,631 | 10,601 | 8,322 | - | 23,554 |
| Additions | - | - | - | 74,298 | 74,298 |
| Disposals | (4,631) | (10,601) | (8,322) | - | (23,554) |
| Balance, July 31, 2025 | $- | $- | $- | $74,298 | $74,298 |
| Accumulated depreciation | |||||
| Balance, April 30, 2024 | $9,480 | $2,427 | $930 | $- | $12,837 |
| Depreciation | 7,761 | 1,635 | 1,480 | - | 10,876 |
| Disposals | (15,002) | - | - | - | (15,002) |
| Balance, April 30, 2025 | 2,239 | 4,062 | 2,410 | - | 8,711 |
| Depreciation | 174 | 273 | 246 | 2,477 | 3,170 |
| Disposals | (2,413) | (4,335) | (2,656) | - | (9,404) |
| Balance, July 31, 2025 | $- | $- | $- | $2,477 | $2,477 |
| Carrying amounts | |||||
| As at April 30, 2025 | $2,392 | $6,539 | $5,912 | $- | $14,843 |
| As at July 31, 2025 | $- | $- | $- | $71,821 | $71,821 |
5. RELATED PARTY TRANSACTIONS
Key management personnel are those persons that have the authority and responsibility for planning, directing and controlling the activities of the Company directly and indirectly. The Company has identified all of the directors and officers as its key management personnel. Compensation paid to key management personnel are as follows:
| July 31, 2025 | July 31, 2024 | |
|---|---|---|
| Consulting fees(a) | $- | $15,000 |
| Director fees(b) | 71,400 | 13,500 |
| Professional fees(c) | 12,000 | 7,675 |
| Salaries and wages(d) | 13,125 | 29,167 |
| Development fee(e) | - | 790,143 |
| Total related party transactions | $96,525 | $855,485 |
a) Paid or accrued consulting fees to the former Chief Executive Officer and current director.
b) Paid or accrued director fees to two former directors and two current directors.
c) Paid or accrued professional fees to the former and current Chief Financial Officer.
d) Paid or accrued salaries and wages to the former Chief Operation Officer and a director.
e) Obtained software development services from AGEDB America Inc., which company's Chief Executive Officer is also the Chairman of the Company, and Graphizer Inc., the shareholder of the Company.
As at July 31, 2025, the Company had a total of $4,200 (April 30, 2025 - $28,600) included in accounts payable and accrued liabilities payable to the current Chief Financial Officer of the Company.
AGEDB TECHNOLOGY LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
For the three months ended July 31, 2025 and 2024
As at July 31, 2025, the Company had a total of $22,500 (April 30, 2025 - $45,000) included in accounts payable and accrued liabilities payable to the former Chief Executive Officer and current director of the Company.
As at July 31, 2025, the Company had a total of $Nil (April 30, 2025 - $42,600) included in accounts payable and accrued liabilities payable to directors of the Company.
The Company incurred share-based compensation in the amount of $52,191 (2024 - $104,381) to officers and directors of the Company.
6. GOODS AND SERVICE TAX
During the year ended April 30, 2025, the Company collected GST on the sales of products and services as per the customer contracts. As of July 31, 2025, the outstanding net balance of GST was $53,413 receivable (April 30, 2025 - $41,054).
7. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
Prior to the completion of the reverse take-over transaction on March 13, 2024, Former Advanced Graph entered into two new lease agreements for the Vancouver and Toronto office premises. The expected term of the Vancouver lease is from May 1, 2023 to April 30, 2025 and the expected term of the Toronto lease is from March 1, 2024 to February 28, 2026. Both leases were capitalized under the IFRS 16, and the lease payments were discounted using an incremental borrowing rate of 5% for the Vancouver lease and 10% for the Toronto lease, respectively.
On May 30, 2024, the Company entered into a sublease agreement related to the Company's Vancouver office premises. The period of the sublease is June 5, 2024 to April 30, 2025. The right-of-use asset related to the Vancouver office was derecognized and a net investment in sublease was set up resulting in a loss of $10,998. During the year ended April 30, 2025, the Company recognized income from the sublease of $985.
On October 31, 2024, the Company terminated the Toronto office premises. As a result, the Company recognized a loss on lease termination of $30,266 during the year ended April 30, 2025.
(a) Right-of-use assets
| Right-of-use assets | |
|---|---|
| Balance, April 30, 2024 | $89,694 |
| Derecognition | (75,522) |
| Amortization | (14,172) |
| Balance, April 30, 2025 and July 31, 2025 | $- |
(b) Lease liabilities
| Lease liabilities | |
|---|---|
| Balance, April 30, 2024 | $91,340 |
| Interest | 3,115 |
| Lease payments | (67,907) |
| Derecognition | (26,548) |
| Balance, April 30, 2025 and July 31, 2025 | $- |
AGEDB TECHNOLOGY LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
For the three months ended July 31, 2025 and 2024
(c) Net investment in sublease
| Net investment in sublease | |
|---|---|
| Balance, April 30, 2024 | $- |
| Additions | 38,824 |
| Interest | 985 |
| Lease payments received | (39,809) |
| Balance, April 30, 2025 and July 31, 2025 | $- |
8. LOAN PAYABLE
During the three months ended July 31, 2025, the Company purchased a vehicle with a loan of $49,132. The loan has an interest rate of 4.9% and a term of seven years. The loan was discounted to $37,777 using an incremental borrowing rate of 8%. During the three months ended July 31, 2025, the Company recognized interest of $494 (2024 - $Nil).
| Loan payable | |
|---|---|
| Balance, April 30, 2025 | $- |
| Additions | $37,777 |
| Interest | 494 |
| Loan payments | (1,170) |
| Balance, July 31, 2025 | $37,101 |
| Current portion | (4,251) |
| Non-current portion | $32,850 |
9. SHARE CAPITAL
Authorized:
The Company is authorized to issue an unlimited number of common shares without nominal or par value.
Value Security Escrow
In connection with the completion of the reverse take-over transaction on March 13, 2024, the Company entered into a Value Security Escrow Agreement as required by the policies of the TSX-V.
As at July 31, 2025, an aggregate of 16,320,000 (April 30, 2025 – 16,320,000) common shares were placed in escrow, and an aggregate of 25,770,000 (April 30, 2025 – 25,770,000) common shares were subject to seed share resale restrictions in accordance with TSX-V policies.
Stock options
On closing of the reverse-take over transaction on March 13, 2024, the Company adopted an Equity Incentive Plan (the "Plan") under which it is authorized to grant options to its directors, officers, employees, management company employees and consultants enabling them to acquire up to 10% of the issued and outstanding shares of the Company. The term of any options granted under the Plan is fixed by the Board of Directors and may not exceed ten (10) years from the date of grant. Vesting, if any, and other terms and conditions relating to such options shall be determined by the Board of Directors of the Company.
AGEDB TECHNOLOGY LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
For the three months ended July 31, 2025 and 2024
On August 21, 2023, Former Advanced Graph granted 2,925,000 options to offices, employees, and consultants. The stock options have an exercise price of $0.08 and expire five (5) years from the date of grant. The options will vest as to 100% on the date that is two (2) years from the date of grant. The grant-date fair value was calculated as $1,347,739 using the Black Scholes pricing model with the assumptions listed below. Prior to the completion of the reverse take-over transaction on March 13, 2024, 900,000 options were cancelled due to the termination of employments or relationships with Former Advanced Graph, leaving 2,025,000 options replaced upon the completion of the Transaction. The Company recorded a share-based compensation of $52,191 (2024 - $117,429) for the three months ended July 31, 2025 for the portion recognized during the period.
| Share price on grant date | $0.50 |
|---|---|
| Expected life (years) | 5 |
| Interest rate | 3.96% |
| Volatility | 100% |
| Dividend yield | 0.00% |
A summary of changes in the Company's stock options is as follows:
| Number of options | Weighted average exercise price | |
|---|---|---|
| Balance, April 30, 2024 | 2,059,667 | $0.09 |
| Expired/Forfeited | (1,126,333) | $0.08 |
| Balance, April 30, 2025 and July 31, 2025 | 933,334 | $0.09 |
The following table summarizes information about the share options outstanding and exercisable at July 31, 2025:
| Expiry date | Number of Options | Number of vested options | Weighted average exercise price $ | Weighted average remaining contractual life |
|---|---|---|---|---|
| 21-Dec-2027 | 33,334 | 33,334 | 0.25 | 2.39 years |
| 21-Aug-2028 | 900,000 | - | 0.08 | 3.06 years |
Warrants
As at July 31, 2025, the Company had a total of 800 (April 30, 2025 - 800) warrants outstanding.
The following table summarizes information about the warrants outstanding at July 31, 2025:
| Expiry date | Number of warrants | Weighted average exercise price $ | Weighted average remaining contractual life |
|---|---|---|---|
| 21-Dec-2025 | 800 | 0.25 | 0.39 years |
AGEDB TECHNOLOGY LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Expressed in Canadian dollars) For the three months ended July 31, 2025 and 2024
10. CAPITAL RISK MANAGEMENT
The goals of capital management are twofold: to ensure the Company’s ability to continue as a going concern and to deliver a satisfactory return to shareholders by appropriately pricing products and services based on associated risks. The Company actively manages its capital structure, adjusting in response to economic conditions and the risk profiles of its assets. Capital requirements are assessed by management to maintain an efficient financing structure without excessive leverage.
To achieve this, the Company may issue new shares, raise debt, and acquire or dispose of assets. Management also focuses on effective working capital management, monitoring cash balances, forecasting needs, and optimizing cash inflows and outflows to meet obligations.
During the three months ended July 31, 2025, there were no changes in the Company's capital management approach, and the Company is not bound by any externally imposed capital requirements.
11. FINANCIAL INSTRUMENTS AND RISK
Risk exposure on financial instruments
The Company’s financial instruments consist of cash, accounts receivable, accounts payable and accrued liabilities. The fair value of these financial instruments approximates their carrying value due to their short term to maturity. The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:
Credit risk
Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and accounts receivable. The Company limits its exposure to credit loss by placing its cash with major financial institutions.
Accounts receivable are subject to counter-party risk of not being collected. The Company manages credit risk of accounts receivable through its credit and collection policies and established allowance for doubtful accounts as required at each reporting period.
Liquidity risk
The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As of July 31, 2025, the Company had a cash balance of $246,742 (April 30, 2025 - $10,253) to settle current liabilities and accrued liabilities of $157,068 (April 30, 2025 - $443,859). All the Company’s financial liabilities have contractual maturities of 30 days, or due on demand, and are subject to normal trade terms. To date, the Company has been reliant on funding from private equity investment (Note 1). The Company will continue to be reliant upon these sources of financing until a commercial software product is developed. There can be no assurance that the Company will be successful at obtaining such sources of funding in the future.
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates.
a) Interest rate risk
The Company has cash balances which may accrue interest; however, the Company is not generating significant budgeted revenues from cash balances and does not rely on this income. The Company does not have any interest-bearing debt which is subject to variable interest rates and therefore the Company is not exposed to risk in the event of interest rate fluctuations.
AGEDB TECHNOLOGY LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
For the three months ended July 31, 2025 and 2024
b) Foreign currency risk
The Company’s operations are situated in Canada. The Company considers foreign currency risk to be minimal.
12. CONCENTRATION
Volume of business
The Company had concentrations in the volume of sales and purchases it conducts with its suppliers. For the three months ended July 31, 2025, there were nil buyers which accounted for the total sales, and the aggregate sales amounted to $Nil (2024 – two buyers, $237,003).
13. REVENUE
| 2025 | 2024 | |
|---|---|---|
| Professional service sales | $- | $105,096 |
| Software license sales | - | 131,907 |
| For the three months ended July 31 | $- | $237,003 |
During the year ended April 30, 2025, the Company discontinued its operations in graph database management system and is currently seeking other business opportunities. During the three months ended July 31, 2025, the Company did not earn any revenue.
During the three months ended July 31, 2024, the Company entered into license and services agreements with Rainbowsoft Co., Ltd. (“Rainbow”) at a price of $290,000 and recognized revenue of $195,907.
On May 15, 2023, the Company entered into a subscription service agreement with TrueData for a variety of software support and professional services in relation to the Company’s software programs. Pursuant to the agreement, the Company received an upfront payment of $1,000,000 on the annual subscription fees. During the three months ended July 31, 2024, the Company recognized revenue of $41,096.
14. SEGMENT INFORMATION
The Company has one reportable segment, it is currently seeking other business opportunities. The Company operates in one principal geographical area, which is Canada.
15. SUBSEQUENT EVENT
On September 26, 2025, the Company issued 16,000,000 common shares at $0.05 per share for gross proceeds of $800,000.