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Anquiro Ventures Ltd. — Audit Report / Information 2025
Oct 29, 2025
47485_rns_2025-10-28_c3853cb6-491f-421d-9874-68a717fec958.pdf
Audit Report / Information
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Anquiro Ventures Ltd.
Consolidated Financial Statements
For the years ended June 30, 2025, and 2024
Expressed in Canadian Dollars
D M C L
dmcl.ca
DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Independent Auditor's Report
To the Shareholders of Anquiro Ventures Ltd.
Opinion
We have audited the consolidated financial statements of Anquiro Ventures Ltd. (the "Company"), which comprise the consolidated statements of financial position as at June 30, 2025 and 2024, and the consolidated statements of comprehensive Income (loss), changes in shareholders' deficit and cash flows for the years then ended, and notes to the consolidated financial statements, including the material accounting policy information (collectively referred to as the "financial statements").
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.
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 Responsibilities for the Audit of the 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 these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 to the financial statements, which describes events or conditions that indicate 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.
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 of the current period. 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 Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.
| Vancouver | Surrey | Tri-Cities | Victoria |
|---|---|---|---|
| 1500 - 1140 West Pender St. | |||
| Vancouver, BC V6E 4G1 | |||
| 604.687.4747 | 200 - 1688 152 St. | ||
| Surrey, BC V4A 4N2 | |||
| 604.531.1154 | 700 - 2755 Lougheed Hwy | ||
| Port Coquitlam, BC V3B 5Y9 | |||
| 604.941.8266 | 320 - 730 View St. | ||
| Victoria, BC V8W 3Y7 | |||
| 250.800.4694 |
Other Information
Management is responsible for the other information. The other information comprises the information included in Management's Discussion and Analysis.
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 identified above 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.
We obtained Management's Discussion and Analysis prior to the date of this auditor's report. 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 the financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, 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 Company'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 Company 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 Responsibilities 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 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 Company 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 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 Rakesh Patel.
Dmcl.
DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, BC
October 28, 2025
ANQUIRO VENTURES LTD.
Consolidated Statements of Financial Position
(Expressed in Canadian dollars)
| As at | Note | June 30, 2025 | June 30, 2024 |
|---|---|---|---|
| Assets | |||
| Current assets | |||
| Cash | $ 66 | $ 930 | |
| Prepaids | 6 | - | 335 |
| Total assets | $ 66 | $ 1,265 | |
| Liabilities and shareholders’ deficit | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | 4,6 | $ 116,515 | $ 108,650 |
| Shareholder loan | 5,6 | 5,499 | 5,499 |
| Advance payable | 3,11 | - | 95,000 |
| 122,014 | 209,149 | ||
| Shareholders’ deficit | |||
| Share capital | 7 | 255,521 | 255,521 |
| Share based payment reserve | 7 | 44,316 | 44,316 |
| Deficit | (421,785) | (507,721) | |
| Total shareholders’ deficit | (121,948) | (207,884) | |
| Total liabilities and shareholders’ deficit | $ 66 | $ 1,265 |
Nature and continuance of operations (Note 1)
Proposed transaction and subsequent event (Note 11)
Approved by Directors:
"Joe DeVries"
Joe DeVries, Director
"Richard Barnett"
Richard Barnett, Director
The accompanying notes are an integral part of these consolidated financial statements.
ANQUIRO VENTURES LTD.
Consolidated Statements of Comprehensive Income (Loss)
Years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
| Note | 2025 | 2024 | |
|---|---|---|---|
| Administrative expenses | |||
| General and administrative | $ 259 | $ 665 | |
| Professional fees | 23,789 | 38,412 | |
| Shareholder communications | 1,384 | 3,167 | |
| Transfer agent and filing fees | 32,883 | 18,876 | |
| Travel and related | - | 521 | |
| 58,315 | 61,641 | ||
| Other items | |||
| Expense recovery | 11 | (36,823) | (14,149) |
| Gain on disposal of subsidiary | 3, 11 | (107,428) | - |
| Net comprehensive income (loss) for the year | $ 85,936 | $ (47,492) | |
| Weighted average number of outstanding shares | |||
| - Basic and diluted | 4,500,001 | 4,500,001 | |
| Basic and diluted income (loss) per share | $ 0.02 | $ (0.01) |
The accompanying notes are an integral part of these consolidated financial statements.
ANQUIRO VENTURES LTD.
Consolidated Statement of Changes in Shareholders' Deficit
(Expressed in Canadian dollars)
| Note | Share capital | Subscriptions received | Share based payment reserve | Deficit | Total shareholders' equity (deficit) | ||
|---|---|---|---|---|---|---|---|
| Number of shares | Amount | ||||||
| Balance at June 30, 2023 | 4,500,001 | $ 255,521 | $ 95,000 | $ 44,316 | $ (460,229) | $ (65,392) | |
| Subscription reclassification | 3, 11 | - | - | (95,000) | - | - | (95,000) |
| Net loss for the year | - | - | - | - | (47,492) | (47,492) | |
| Balance at June 30, 2024 | 4,500,001 | 255,521 | - | 44,316 | (507,721) | (207,884) | |
| Net income for the year | - | - | - | - | 85,936 | 85,936 | |
| Balance at June 30, 2025 | 4,500,001 | $ 255,521 | $ - | $ 44,316 | $ (421,785) | $ (121,948) |
The accompanying notes are an integral part of these consolidated financial statements.
ANQUIRO VENTURES LTD.
Consolidated Statements of Cash Flows
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash provided by (used in): | ||
| Operating activities | ||
| Net income (loss) in the year | $ 85,936 | $ (47,492) |
| Item not effecting cash: | ||
| Gain on disposal of subsidiary | (107,428) | - |
| Net change in non-cash working capital items: | ||
| Prepaids | 335 | (335) |
| Accounts payable and accrued liabilities | 20,532 | 30,380 |
| Cash used in operating activities | (625) | (17,447) |
| Investing activities | ||
| Cash given up on disposal of subsidiary | (239) | - |
| (239) | - | |
| Decrease in cash | (864) | (17,447) |
| Cash, beginning | 930 | 18,377 |
| Cash, ending | $ 66 | $ 930 |
Non-cash transactions:
During the year ended June 30, 2024, the Company reclassified subscriptions received on the acquisition of Anquiro Financial Corp. to current liabilities as further described in Note 3.
The accompanying notes are an integral part of these consolidated financial statements.
ANQUIRO VENTURES LTD.
Notes to the Consolidated Financial Statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
1. NATURE AND CONTINUANCE OF OPERATIONS
Anquiro Ventures Ltd. (the "Company") was incorporated in Canada under the British Columbia Business Corporations Act on March 1, 2012 and its head office is located at 595 Howe Street, Suite 303, Vancouver, British Columbia, V6C 2T5.
The Company was formed for the primary purpose of completing an Initial Public Offering ("IPO") on the TSX Venture Exchange ("Exchange") which completed on February 23, 2018, as a Capital Pool Company ("CPC") as defined in Policy 2.4 of the Exchange.
The principal business of the Company will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT"). The Company has not commenced operations and has no assets other than cash. The Company's continuing operations as intended are dependent upon its ability to identify, evaluate, and negotiate an acquisition, or a business, or an interest therein. Such an acquisition would be subject to regulatory and shareholder approval as required.
The proposed business of the Company, and the completion of a Qualifying Transaction, involves a high degree of risk. There is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified and warranted, it may not be able to finance such an acquisition or investment within the requisite time period. Additional funds will be required to enable the Company to pursue such an initiative, and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, there is no assurance that the business will be profitable. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its consolidated statements of financial position. Such adjustment could be material.
At June 30, 2025, the Company had current liabilities exceeding current assets by $121,948 and has accumulated losses of $421,785. The Company's ability to meet its obligations and maintain its current operations is contingent upon successful completion of additional financing arrangements, continued cooperation of creditors and related parties, completing a Qualifying Transaction and generating profitable operations (Note 11).
2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION
(a) Statement of compliance
These consolidated financial statements including comparatives, have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
The financial statements were approved by the board of directors on October 28, 2025.
ANQUIRO VENTURES LTD.
Notes to the Consolidated Financial Statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)
(b) Basis of presentation
These consolidated financial statements have been prepared on a historical cost basis, modified where applicable and are presented in Canadian dollars, which is the Company's functional currency.
(c) Consolidation change
On June 8, 2023, the Company acquired 100% the shares of Anquiro Financial Corp. ("AFC"). In September 2024, as further described in notes 3, and 11, the Company unwound the acquisition of AFC. As at June 30, 2025, these consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, 1504671 B.C. Ltd., that was incorporated on October 1, 2024 under the British Columbia Business Corporations Act.
(e) Use of estimates and judgments
The preparation of the Company's consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. Significant areas requiring the use of estimates include the recognition of deferred income tax assets. Actual results may differ from these estimates. Significant areas requiring the use of judgment in applying the Company's accounting policies include the assessment of the Company's ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty.
(f) Financial instruments
(i) 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.
Cash is classified as FVTPL; accounts payable and shareholder loan are classified as amortized cost.
(ii) 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.
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 consolidated statements of comprehensive income (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 consolidated statements of comprehensive income (loss) in the period in which they arise.
ANQUIRO VENTURES LTD.
Notes to the Consolidated Financial Statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)
(iii) 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 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.
(g) Loss per share
Basic loss per share is calculated by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity.
In a loss year, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive. Basic and diluted loss per share is the same for the periods presented.
(h) Income taxes
Income tax expense comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity. Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively 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. Temporary differences are not provided for relating to goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting or taxable 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 end of the reporting period. 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.
(i) Share-based payments
Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. The corresponding amount is recorded to reserves. The fair value of options is determined using the Black–Scholes Option Pricing Model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. Vesting is determined by the Board of Directors.
6
ANQUIRO VENTURES LTD.
Notes to the Consolidated Financial Statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)
(j) Changes in accounting standards
Certain accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a material impact on the Company's consolidated financial statements other than note disclosures. The Company has not early adopted these revised standards.
IFRS 18 - Presentation and Disclosure of Financial Statements
The standard replaces IAS 1 Presentation of Financial Statements and includes requirements for the presentation and disclosure of information in financial statements, such as the presentation of subtotals within the statement of operations and the disclosure of management-defined performance measures within the financial statement. This standard is effective for periods beginning on or after January 1, 2027 with earlier application permitted. The Company is currently assessing the effect of the new standard to its financial statements in future periods.
3. ACQUISITION AND DISPOSITION OF ANQUIRO FINANCIAL CORP.
During the year ended June 30, 2023, pursuant to the proposed Qualifying Transaction, as further described in Note 11, the Company acquired AFC on June 8, 2023, a Canadian company incorporated under the British Columbia Business Corporations Act, by way of a share transfer. AFC transferred its one issued and outstanding common share to the Company, which constitutes the acquisition of 100% of AFC. AFC was formed as a special purpose vehicle in connection to the facilitation of the Company's Qualifying Transaction and was controlled by a director of the Company.
The transaction was accounted for as an asset acquisition. The fair value of the identifiable net assets of AFC at acquisition date which equaled the carrying values of the assets and liabilities held by AFC are as follows:
| -$- | |
|---|---|
| Assets | |
| Cash | 11,718 |
| Liabilities | |
| Accounts payable | (8,872) |
| Accrued liabilities | (10,500) |
| Subscriptions received | (95,000) |
| (114,372) | |
| Net transaction cost | (102,654) |
During the year ended June 30, 2023, in connection to the proposed Qualifying Transaction, the subscriptions received of $95,000 were classified as equity. The fair value of the net assets of $(102,654) was expensed as a transaction cost in the consolidated statement of comprehensive income (loss) during the year ended June 30, 2023. During the year ended June 30, 2024, the Company reclassified the subscriptions received to current liabilities to reflect the nature of the transaction as described further in Note 11.
ANQUIRO VENTURES LTD.
Notes to the Consolidated Financial Statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
- ACQUISITION AND DISPOSITION OF ANQUIRO FINANCIAL CORP. (Continued)
During the year ended June 30, 2025, the Company unwound the acquisition of AFC by transferring its one issued and outstanding common share back to the original vendor for $1. As a result, the Company recorded a gain of $107,428 primarily from a reduction in liabilities that AFC assumed (Note 11).
| -$- | |
|---|---|
| Assets | |
| Cash | 239 |
| Liabilities | |
| Accounts payable | (12,667) |
| Subscriptions received | (95,000) |
| (107,667) | |
| Gain on disposal | (107,428) |
- ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| June 30, 2025 | June 30, 2024 | |
|---|---|---|
| -$- | -$- | |
| Accounts payable | 96,265 | 88,400 |
| Accrued liabilities | 20,250 | 20,250 |
| 116,515 | 108,650 |
- SHAREHOLDER LOAN
As at June 30, 2025, the balance of the shareholder loan is $5,499 (June 30, 2024 - $5,499); this amount is unsecured, non-interest bearing and has no fixed terms for repayment (Note 6).
- RELATED PARTY TRANSACTIONS
As at June 30, 2025, $5,499 (June 30, 2024 - $5,499) is due to a director of the Company and is included as a shareholder loan (Note 5). The amount is non-interest bearing, unsecured and payable on demand.
As at June 30, 2025, the following balances were outstanding to a director and companies controlled by a director of the Company:
- recorded to prepaids, $nil (June 30, 2024 - $335) for filing fees advanced.
- recorded to accounts payable, $14,150 (June 30, 2024 - $18,092) for business expenses paid by a director and companies controlled by a director of the company.
The Company has identified all of the directors and officers as its key management personnel. During the years ended June 30, 2025 and 2024, the Company did not incur transactions with directors and officers, or companies that are controlled by directors or officers of the Company, other than disclosed above.
- SHARE CAPITAL
Common shares
The Company has authorized an unlimited number of common shares without par value.
As at June 30, 2025 and 2024, there were 4,500,001 issued and fully paid common shares.
ANQUIRO VENTURES LTD.
Notes to the Consolidated Financial Statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
7. SHARE CAPITAL (Continued)
There have been no share capital transactions during the years ended June 30, 2025 and 2024.
On February 23, 2018, the Company completed its IPO and issued 2,000,000 common shares at $0.10 per share for net proceeds of $141,100 after share issuance costs. At the completion of the IPO, the common shares issued to the Company's founders are subject to an escrow agreement. There are 2,500,001 shares held in escrow.
Stock options
The Company's stock option plan allows for the granting of options to acquire a number of common shares equal to 10% of the issued and outstanding common shares at the time of the grant. Options granted under the plan will vest at a schedule determined by the board of directors.
There are no options outstanding in fiscal 2025 or 2024.
Share-based payment reserve
The share-based payment reserve records items recognized as stock-based compensation expense until the options or warrants are exercised, at which time the corresponding amount will be transferred to share capital.
During the years ended June 30, 2025 and 2024, the Company did not grant any stock options.
8. FINANCIAL INSTRUMENTS AND RISKS
(a) Fair values
The fair values of cash, accounts payable and shareholder loan approximate their carrying values due to the short-term to maturities of these financial instruments.
(b) Interest rate
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk as it does not have any assets or liabilities that are affected by changes in interest rates.
(c) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company achieves this by maintaining sufficient cash on hand to meet its financial obligations. The Company is exposed to liquidity risk.
(d) Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's exposure to credit risk is on its cash held in bank accounts. This risk is managed by using major banks that are high credit quality financial institutions as determined by rating agencies. The Company assessed its credit risk as low.
(e) Foreign exchange risk
Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company is not exposed to currency risk.
ANQUIRO VENTURES LTD.
Notes to the Consolidated Financial Statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
9. CAPITAL MANAGEMENT
The Company's capital structure consists of cash and shareholders equity. The Company manages its capital structure, and makes adjustments to it, based on the funds available to the Company, in order to complete a Qualifying Transaction. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. In order to carry out the planned activities and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management since inception. The Company is not subject to externally imposed capital requirements.
10. INCOME TAXES
The actual income tax provisions differ from the expected amounts calculated by applying the Canadian combined federal and provincial corporate income tax rates to the loss before income taxes. A reconciliation of the expected income tax recovery to the actual income tax recovery is as follows:
| Year ended June 30, 2025 | Year ended June 30, 2024 | |
|---|---|---|
| Net income (loss) before income tax | $ 85,936 | $ (47,492) |
| Statutory tax rate | 27% | 27% |
| Expected income tax recovery at the statutory tax rate | 23,203 | (12,823) |
| Non-deductible item | - | - |
| Disposition of AFC | (1,289) | - |
| Change in valuation allowance | (21,914) | 12,823 |
| Income tax recovery | $ - | $ - |
The Company has the following deductible temporary differences for which no deferred tax asset has been recognized:
| June 30, 2025 | June 30, 2024 | |
|---|---|---|
| Non-capital losses | $ 451,465 | $ 532,628 |
| $ 451,465 | $ 532,628 |
The non-capital losses will commence expiring in the year 2035.
11. PROPOSED TRANSACTION AND SUBSEQUENT EVENT
On June 16, 2023, as amended on October 22, 2023, January 31, 2024, May 21, 2024 and October 17, 2024, November 12, 2024, and February 27, 2025 the Company became party to a Definitive Agreement to complete a Qualifying Transaction "the Proposed Transaction" or "the Agreement" with AFC and Black Pine Resources Corp. ("Black Pine"), a private corporation incorporated under the laws of the Province of British Columbia. The Company, Black Pine and AFC entered into a binding merger agreement, as amended, whereby the Company is anticipated to acquire the business of Black Pine. Three of the directors of the Company are also directors and / or officers of Black Pine.
ANQUIRO VENTURES LTD.
Notes to the Consolidated Financial Statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
11. PROPOSED TRANSACTION AND SUBSEQUENT EVENT (Continued)
Black Pine was incorporated under the Business Corporations Act (British Columbia) on October 20, 2017, under the name "Digital Asset Management Corp." On February 23, 2021, Black Pine changed its name to "Black Pine Resources Corp.". Black Pine is a mineral exploration company focused on the acquisition and exploration of mineral properties. Pursuant to a letter of intent dated April 12, 2022 ("GBR LOI"), as amended, with Great Basin Resources Inc. ("GBR"), Black Pine is entitled to earn an undivided 100% interest in the Sugarloaf Copper Project (the "Sugarloaf Property"), subject to a 2% net smeltery royalty due to GBR and certain other payments due to GBR, as provided in the GBR LOI.
On October 17, 2024, the Company and Black Pine entered into a termination agreement with AFC, terminating the previously announced transaction pursuant to the second amended and restated merger agreement dated May 21, 2024.
The purchase of AFC required consent from the Exchange, which the Company had not obtained and thus inadvertently contravened the policies of the Exchange. At the request of the Exchange, the Company has agreed to unwind the acquisition of AFC. To that end, the Company entered into a share purchase agreement with Mr. Richard Barnett whereby Mr. Barnett purchased the sole outstanding common share of AFC in consideration for $1.00 (the "Unwinding Transaction"). Pursuant to the Unwinding Transaction, all liabilities of AFC will remain liabilities of AFC and will not be assumed by the Company. During the year ended June 30, 2024, the Company reclassified $95,000 of subscriptions received from equity to liabilities as this amount will no longer be settled with the Company's shares. (Note 3)
Subsequent to the Unwinding Transaction, the Company and Black Pine entered into a merger agreement with 1504671 B.C. Ltd. ("New AcquisitionCo"). This merger agreement features near identical terms (other than (i) the replacement of AFC with New AcquisitionCo and (ii) the revision of the outside date of the Merger Agreement to February 28, 2025) to the previously terminated Original Agreement, pursuant to which the Company and Black Pine are anticipated to complete a three-cornered amalgamation, whereby New AcquisitionCo will amalgamate with Black Pine under the Business Corporations Act (British Columbia). On May 30, 2025, the outside date was amended to October 31, 2025.
The Proposed Transaction is a Non-Arm's Length Qualifying Transaction as the same parties and their Associates or Affiliates are Control Persons (as such aforementioned capitalized terms are defined in the policies of the Exchange) in both the Company and Black Pine. Furthermore, the Proposed Transaction may be considered a related party transaction (as such term is defined in Multilateral Instrument 61-101) because (a) Ms. Keturah Nathe (President, CEO and a director of the Company) is also a director of Black Pine, Mr. Joe DeVries (a director of the Company) is also a director of Black Pine, and Mr. Richard Barnett (a director of the Company) is also the CFO of Black Pine; and (b) the aggregated holdings of the issued and outstanding common shares of the Company and of Black Pine by Principals (as such term is defined in the policies of the Exchange) of the Company exceed 20%.
Subject to satisfaction or waiver of the conditions precedent referred to herein and in the Merger Agreement, the Company and Black Pine anticipate that the Proposed Transaction will be completed no later than October 31, 2025. There is no assurance that the Proposed Transaction will be completed on the terms proposed herein or at all.
Trading in the common shares of the Company is currently suspended in accordance with the policies of the Exchange and will remain suspended until such time as all required documentation in connection with the Proposed Transaction has been filed with and accepted by the Exchange and permission to resume trading has been obtained from the Exchange.
ANQUIRO VENTURES LTD.
Notes to the Consolidated Financial Statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
11. PROPOSED TRANSACTION AND SUBSEQUENT EVENT (Continued)
Concurrent Financing
The parties have also revised the requirement for Black Pine to complete a private placement of up to 11,000,000 subscription receipts (the "Subscription Receipts") at a price per Subscription Receipt of $0.10. Each Subscription Receipt will be converted into one unit of Black Pine comprised of one common share of Black Pine and one common share purchase warrant (a "BP Warrant"), exercisable to acquire one common share of Black Pine for a period of three years after its issuance at a price per share of $0.20. The parties further provided clarity that if the price of the common shares of the post-Proposed Transaction Resulting Issuer exceeds $0.28 over a period of eight consecutive trading dates commencing four months from the date of the issuance of the BP Warrant, then the Resulting Issuer may give notice in writing within 30 days of such occurrence to the holder of the BP Warrant (or the common share purchase warrants issued in exchange for the BP Warrants) (together, the "RI Warrants") that the RI Warrant shall expire at the accelerated expiry time, being 30 days from the date of the notice, unless previously exercised by the holder.
Furthermore, Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.