AI assistant
Composite Alliance Group — Management Reports 2025
May 26, 2025
46393_rns_2025-05-26_fa0dbe2b-d351-4655-8e75-75c30e59bbfc.pdf
Management Reports
Open in viewerOpens in your device viewer
Composite Alliance Group Inc.
MANAGEMENT DISCUSSION & ANALYSIS
FORM 51-102F1
For the Quarter Ended March 31, 2025
This Management Discussion and Analysis ("MD&A") is dated May 23, 2025.
This MD&A of the financial condition of Composite Alliance Group Inc. ("CAG" or the "Company") and results of operations for the quarter ended March 31, 2025, should be read in conjunction with the annual audited consolidated financial statements of the Company for the year ended December 31, 2024, and the unaudited condensed consolidated interim financial statements for the quarter ended March 31, 2025. Additional information can be found on CAG on the SEDAR+ website (www.sedarplus.ca).
FORWARD LOOKING STATEMENTS
This MD&A may contain forward-looking statements. Forward looking statements include, but are not limited to, words such as "believes", "expects", "will", "intends", "projects", "anticipates", "estimates", "continues", "plans" or similar words thereof. These forward statements reflect the Company's future financial position, future growth, business strategy, budgets, internal projects, and objectives of management based on information currently available to the Company.
The Company believes that the expectations represented in such forward-looking statements are reasonable. However, the Company cannot confirm that the plans, intentions, or expectations upon which these forward-looking statements are based will prove to be correct as they are subject to risks, uncertainties and assumptions.
Any such forward-looking statements are expressly qualified in their entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking statements. The forward-looking statements included in this MD&A are made as of the date of this MD&A. The Company undertakes no obligation to publicly update or revise forward-looking statements, other than as required by applicable law. The reader should not place undue reliance on forward-looking statements.
CORPORATE STRUCTURE
The Company was incorporated on September 26, 2008, under the Business Corporation Act (Alberta). The Company's head office is located at Suite 800, 333 – 7 Avenue S.W., Calgary, Alberta, T2P 2Z1, Canada.
The Company owns 100% of Techni-Modul Engineering S.A. ("TME"), an S.A.S company registered in France, through a reverse takeover in February 2019.
The Company conducts its sales activities in North America through its Dallas based subsidiary, Composite Alliance Corp. ("CAC"). CAC was 90% owned by CAG until CAG purchased the remaining 10% equity shares of CAC from one non-controlling shareholder on December 16, 2021. As of the date of this MD&A, CAC is 100% owned by CAG.
In September 2019, the Company established Composite Alliance Asia Limited in Hong Kong ("CAA") with the intention of positioning it as its sales and after-sales hub for Asian customers in the future.
6928161.4
However, as of the date of this MD&A, CAA has not engaged in any business activities. Given the recent uncertainties in the global economy caused by the tariff wars, the Company has no plans to initiate any significant business operations for CAA in the foreseeable future.
BUSINESS FOCUS
The Company’s subsidiary in France, TME, specializes in industrial turn-key solutions by designing and manufacturing the machines and processes that it sells to customers who use those machines and processes to fabricate composite materials for the aerospace and automotive industries and is in Coudes, France.
The Company’s U.S. subsidiary, CAC, is designated as the sales office for TME and is based in Spartanburg, South Carolina. Currently, CAC has no active employees in the U.S. and instead collaborates with a distributor for business development efforts.
Starting from the fourth quarter of 2019, the Company entered a new business of distributing dispensing equipment of Magnus Venus Products ("MVP") in the People’s Republic of China (the "Territory") through local sub-distributors.
SENIOR MANAGEMENT STRUCTURE
Effective April 30, 2025, the Company dismissed its former Chief Technology Officer, who also served as President of TME in France. On the same day, the former CTO also resigned from the Company’s Board of Directors.
Effective May 1, 2025, the Company re-appointed Mr. Jim Hsieh as Chief Executive Officer and Ms. Debbie Chien as Chief Financial Officer. Mr. Hsieh and Ms. Chien, who had both resigned from these roles in August 2022, have returned to support the Company’s efforts to re-strategize and recapitalize.
SUMMARY OF ANNUAL AND QUARTERLY FINANCIAL RESULTS
After the reverse takeover by the acquirer TME effected on February 12, 2019, the annual financial information presented ended December 31, 2022, 2023 and 2024 and the quarter financial information presented ended March 31, 2025, are comprised of the consolidated financial information of the Company and its subsidiaries TME, CAC and CAA. All the financial information below is reported in Canadian Dollars ("CAD"). Figures are reported in accordance with International Financial Reporting Standards ("IFRS").
6928161.4
6928161.4
| ANNUAL | 31-Dec-24 | 31-Dec-23 | 31-Dec-22 |
|---|---|---|---|
| Audited | Audited | Audited | |
| Total revenue | $10,781,384 | $14,354,589 | $6,868,030 |
| Total expenses | 12,344,553 | 15,400,877 | 7,827,626 |
| Other expenses (income) | 669,606 | -233,685 | -536,875 |
| Net income (loss) | -2,232,775 | -812,607 | -422,721 |
| Basic earnings (loss) per share | - | - | - |
| Diluted earnings (loss) per share | - | - | - |
| Comprehensive income (loss) | -2,543,620 | -889,682 | -512,734 |
| Current Assets | 12,703,149 | 9,244,256 | 9,111,077 |
| Non-current Assets | 5,078,292 | 4,378,947 | 2,932,769 |
| Total Assets | 17,781,441 | 13,623,203 | 12,043,846 |
| Current Liabilities | 15,464,955 | 9,201,559 | 6,505,765 |
| Non-current Liabilities | 8,114,719 | 7,944,880 | 8,171,635 |
| Total Liabilities | 23,579,674 | 17,146,439 | 14,677,400 |
| Quarterly | 3 Months Ended Mar 31, 2025 | 3 Months Ended December 31, 2024 | 3 Months Ended September 30, 2024 |
| --- | --- | --- | --- |
| Unaudited | Unaudited | Unaudited | |
| Total Revenue | $3,332,943 | 4,909,118 | $3,275,618 |
| Total operating expenses | 3,035,656 | 4,628,490 | 3,362,045 |
| Other expenses (income) | 297,287 | 78,274 | 232,806 |
| Net income (loss) | -47,990 | 202,354 | -319,233 |
| Comprehensive income (loss) | -8,282 | 126,795 | -445,267 |
| Earnings per share: | |||
| Basic | 0 | 0 | 0 |
| Diluted | 0 | 0 | 0 |
QUARTERLY HIGHLIGHTS
Revenue
Total revenue increased by 254.8% in the first quarter of 2025 to $3,332,943 from the same period in 2024.
Revenue Breakdown by Product ('000)
| Product | 1Q25 | 1Q24 | Growth |
|---|---|---|---|
| Machine sales – TME and CAC (gross) | $3,305.4 | $917.8 | +260.1% |
| MVP Products (net) | 27.5 | 21.4 | +28.5% |
| Total | $3,332.9 | $939.2 | +254.8% |
4
(1) Machine revenue - TME and CAC
Revenue from machine sales increased by 260.1% in the first quarter of 2025 compared to the same period in 2024. This growth was driven by two main factors: (1) the delivery of several projects that had been delayed in 2024, and (2) an exceptionally low sales base in 1Q24, which was due to a limited order backlog at the end of 2023. Management believes that the revenue recorded in 1Q25 reflects a normal turnover level in line with the budgeted expectations.
It should be noted that the Company’s machine business involves long-term contracts with most of its customers for the machine sales. As the performance obligations for these contracts are satisfied over time, revenue from these contracts is recognized by measuring the progress towards complete satisfaction of the performance obligation using the input method, which is cost incurred to date relative to total estimated costs. This input method is used since cost incurred to date contribute proportionally to the Company's progress in satisfying the performance obligation. Meanwhile, the cost incurred to date is directly observable and the information required to apply this method is available to the Company without undue cost. Losses for a given contract are provided for in full as soon as they become probable. Payment for this type of revenue is typically due within a specified time period as permitted by the underlying agreement. Any excess costs and estimated earnings over progress billings is carried as a contract asset. Any excess of progress billings over earned revenue is carried as a contract liability.
(2) MVP products
MVP products are distributed by the Company under a sub-distributor arrangement following a dropship model. Under this setup, the Company receives orders from sub-distributors and subsequently places corresponding orders with MVP. The goods are then shipped directly from MVP to the sub-distributors within the Territory, and the Company does not take ownership of the inventory at any point. Accordingly, revenue is recognized on a net basis in line with the nature of the business flow.
In the first quarter of 2025, net sales from this segment increased by 28.5%, primarily driven by improved production capacity on the supplier’s side. Despite stronger performance in 1Q25, the outlook for 2025 remains significantly less favorable. The Company expects a substantial decrease in MVP-related revenue following the Chinese government's imposition of steep tariffs on U.S.-manufactured goods. As a result, the Company has suspended all new MVP product purchases as of the date of this MD&A, with the sole exception of shipments initiated prior to April 8, 2025. While recent tensions surrounding reciprocal tariffs showed some easing in early May, the current tariff structure provides no economic justification for the Company to resume importing these products into China at this time.
Costs and Expenses
Despite a 254.8% increase in revenue, total costs and expenses rose by 61.8% in the first quarter of 2025 compared to the same period in 2024.
In the first quarter of 2025, purchases of raw materials and goods increased by 99.7% year-over-year, while subcontractor expenditures increased by 52.9%. Collectively, these procurement categories ("Total Purchases") accounted for 46.3% of revenue in 1Q25, down significantly from 100.7% in 1Q24. While increased sales would typically drive higher procurement volumes, two primary factors explain the improved efficiency ratio: First, 1Q24 procurement costs were abnormally elevated due to the Company's initial challenges in sourcing for larger, more innovative projects, resulting in operational inefficiencies. Second, certain Chinese clients mandated the use of specific high-cost materials, further increasing expenses. In contrast, 1Q25 procurement levels have normalized to historical benchmarks - a trend the Company anticipates sustaining, demonstrating enhanced supply chain management and cost containment capabilities.
6928161.4
5
Payroll expenses, including social security contributions, increased 67.5% year-over-year in 1Q25. This growth primarily reflected: (1) strategic team expansion, (2) targeted hiring of experienced professionals to strengthen organizational capabilities, and (3) employee promotions following recent restructuring initiatives. Quarter-over-quarter, payroll costs remained stable between 4Q24 and 1Q25.
Selling, general, and administrative (SG&A) expenses declined 50.2% year-over-year in 1Q25. The elevated 1Q24 figures primarily reflected: (1) significant litigation costs from an intellectual property protection lawsuit (where TME served as plaintiff in China), and (2) higher commission payments.
Depreciation and amortization expenses increased 26.3% year-over-year in 1Q25, mainly due to the capitalization of new R&D expenditures during 2024. These costs have remained stable quarter-over-quarter since 4Q24.
The provisions reversal recorded in 1Q25 primarily related to a French project. The significant year-over-year decrease in provisions variation reflects an extraordinary reversal of project losses in 1Q24, which had originally been provisioned in 2023.
Breakdown of Operating Expense ('000)
| Expense Items | 1Q25 | % to revenue | 1Q24 | % to revenue | Change |
|---|---|---|---|---|---|
| Purchased raw materials and goods | $413.8 | 12.4% | $207.1 | 22.1% | +99.7% |
| Payroll expenses and social security contributions | 776.1 | 23.3% | 463.3 | 49.3% | +67.5% |
| Subcontractor | 1,129.9 | 33.9% | 738.9 | 78.7% | +52.9% |
| Selling, general and administrative | 478.5 | 14.4% | 961.7 | 102.4% | -50.2% |
| Property and apprenticeship taxes | 13.2 | 0.4% | 18.0 | 1.9% | -27.0% |
| Depreciation and amortization | 265.0 | 7.9% | 209.8 | 22.3% | +26.3% |
| Provision variations | (40.8) | -1.2% | (723.1) | -77.0% | N.A. |
| Total | 3,035.7 | 91.1% | 1,875.8 | 199.7% | +61.8% |
Other Expenses
In 1Q25, the Company recorded significant foreign exchange losses due to the depreciation of both the EUR and USD against the CAD during the period.
Financing expenses increased 106.0% year-over-year in 1Q25, driven primarily by higher borrowing levels.
Other income in 1Q25 consisted principally of French government grants received for specific R&D projects.
6928161.4
6
Breakdown of Other Expense (Income) ('000)
| Expense (Income) Item | 1Q25 | % to revenue | 1Q24 | % to revenue | Change |
|---|---|---|---|---|---|
| FOREIGN EXCHANGE (GAIN) LOSS | $97.6 | 2.9% | $5.2 | 0.6% | +1767.0% |
| FINANCE COSTS | 269.8 | 8.1% | 131.0 | 13.9% | +106.0% |
| OTHER EXPENSE (INCOME) | (22.0) | -0.7% | 16.4 | 1.7% | N.A. |
| TOTAL | 345.3 | 10.4% | 152.6 | 16.2% | +126.3 |
Profitability
The Company posted an operating income of $297,287 in 1Q2025 compared to an operating loss of $936,520 in 1Q24. After considering the other expense/income items, the Company posted a net loss of $47,990 in 1Q25 compared to a net loss of $1,089,115 in 1Q24.
CAPITAL RESOURCES MANAGEMENT
During 1Q25, the Company generated negative cash flows of $2,257,572 from operating activities, compared to cash outflows of $114,592 during 1Q24. This decrease in cash flows is mainly due to delay in accounts receivable collections from certain clients in China and France.
During 1Q25, the Company had cash outflows of $150,245 from its investing activities mainly due to the capitalization of R&D expenses on new projects, compared to cash outflows of $434,264 during 1Q24.
During 1Q25, the Company posted cash inflows of $2,451,716 from its financing activities, compared to outflows of $278,589 in 1Q24. This increase of financing cash inflow is a result of higher debt financing from the related parties.
The Company's capital structure is regularly reviewed and managed. Adjustments are made to the capital structure based on financing requirements as well as in response to economic conditions affecting the Company. As of March 31, 2025, the Company had a cash and cash equivalents balance of negative $171,161 (after deducting the short-term borrowing of $363,552 from the cash balance) and a working capital deficit of $3,861,495. The decrease in net working capital is mainly a result of a decrease in operating cash flows.
GOING CONCERN
These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS®") that are applicable to a going concern which contemplates the realization of assets and settlement of liabilities in the normal course of operations. There are material uncertainties that may cast significant doubt on the validity of this assumption. The Company experienced a net loss of $47,990 for the three-month period ended March 31, 2025, and as of that date, has an accumulated deficit of $11,978,442 and negative working capital of $3,861,495. The Company's ability to continue as a going concern is dependent on continued support from related parties, generating a profit from operations, and obtaining additional financing as required.
The Company has already taken proactive steps to improve its profitability, including exploring new revenue streams and developing new products. The Company has confirmed orders from some of its new customers for next fiscal year, which gives confidence in its ability to generate sufficient revenues to meet its obligations on a timely fashion. Furthermore, the Company does not foresee any significant risk in collecting its accounts receivable, which provides further comfort in its ability to materialize cash inflows.
6928161.4
7
As part of its ongoing efforts to strengthen management and drive organizational improvement, the Company is actively refreshing its workforce by bringing in new talent while also re-engaging experienced former employees. This strategic approach aims to blend fresh perspectives with deep institutional knowledge, ensuring continuity and accelerating the Company’s transformation initiatives. The recruitment of seasoned veterans reflects the Company’s commitment to stability, operational excellence, and long-term growth.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company is exposed to interest, credit, and liquidity risks in the normal course of the Company's operations. These risks are mitigated by the Company's financial management policies and practices described below.
Interest Rate Risk
The Company is susceptible to interest rate cash flow risk and fair value risk on its fixed and floating rate financial liabilities.
Business Risks
Business risks increasing the susceptibility to risks of material misstatement may arise from concentration risk, intellectual property risk in China, risk of delays in project completion and risk of non-payment due to customer insolvency.
- Concentration Risk for Large-Sized Projects
The Company is exposed to a risk stemming from the relatively large size of its individual projects in proportion to its annual revenue. This risk is further intensified by the complexity of the production chain, which involves numerous integrated components. However, as the Company’s efforts in increasing its product offering with more standardized products, the relative impact of project size on financial stability is expected to decline, thereby gradually mitigating this risk.
- Intellectual Property Risk in China
TME has maintained business operations in China for almost 20 years without encountering any significant intellectual property infringements by local companies. However, the Company remains exposed to potential risks of unfair competition in Asia, particularly the unauthorized replication of its proprietary technologies. Such risks could undermine TME’s competitive advantage by driving down selling prices and prolonging customers’ decision-making processes. TME has therefore adopted an aggressive defensive strategy in China over the past two years to safeguard its intellectual property, as evidenced by the increase in legal-related expenses.
- Risk of Delays in Project Completion
TME faces potential project delays stemming from its lengthy Studies/Implementation cycle, which typically spans eight to ten months. This presents a challenge in aligning order execution with annual revenue targets. Additionally, since 2022, TME has encountered supply chain disruptions, particularly in sourcing specific machine components, which have further impacted delivery timelines. In response, TME has strategically shifted its focus toward selling equipment with shorter implementation cycles - ranging from four to six months - since 2020. The Company is also actively working to increase the volume of commercial proposals and prioritize products with faster commercialization and execution timelines to mitigate these operational risks.
- Risk of Non-Payment Due to Customer Insolvency
TME is exposed to the inherent risk of customer insolvency, which could result in significant financial strain or, in extreme cases, disruption to its operations. To mitigate this risk, TME has established a
6928161.4
series of risk management practices. For sizable contracts - particularly with Chinese clients - the Company typically requires the use of documentary credits to secure payments. Prior to contract finalization, TME also conducts thorough solvency analyses of new clients to assess their financial health. In addition, the Company performs regular financial reviews of existing customers to identify early warning signs of distress and proactively address potential non-payment risks. Through these preventive measures and ongoing client monitoring, TME seeks to reduce exposure to credit risk and safeguard its financial stability.
-
Credit Risk
The Company is exposed to credit risk arising from its cash and cash equivalents, accounts receivable, and other receivables. This risk is mitigated in several ways. Cash and cash equivalents are held with reputable, major financial institutions, reducing the likelihood of counterparty default. The credit risk associated with accounts receivable is managed through a diversified customer base, which limits the Company's exposure to any single client. Additionally, the Company closely monitors the collection of receivables to promptly identify and address potential credit issues, thereby maintaining a healthy cash flow and minimizing the impact of credit risk on its operations. -
Liquidity Risk
As of March 31, 2025, the Company is still facing some liquidity risk, which is one of its main challenges. The Company's debt has increased significantly in recent years, mainly to finance its business expansion and legal related matters. The Company provides the following analysis of its liquidity:
a) Cash Flow: The Company is actively working on new contracts. These contracts are expected to provide additional stability to the Company's cash flow position. Meanwhile, the Company needs to ensure that it has sufficient cash reserves to manage unexpected events or delay in receiving payment from customers. The Company is taking measures to conserve cash, including managing its expense and implementing payment terms that reduce its exposure to payment delays. Additionally, the Company is currently in discussion with its bankers to secure credit facilities to further bolster its liquidity position.
b) Financial Obligations: The Company has significant financial obligations related to its long-term contracts for equipment, including maintenance costs and lease payments. The Company is also exploring financing options to manage its long-term obligations, including debt financing.
c) Contingencies: Although the Company does not have reserves to manage potential contingencies related to disputes with customers, it has never faced product recalls. While disputes with customers related to the performance of the equipment may arise, the Company has a team of experts who specialize in managing complex contracts and work to resolve any potential disputes in a timely and efficient manner. This may involve providing credit notes or reducing the final invoice to reach a mutually beneficial resolution. The Company recognizes the importance of maintaining positive relationships with its customers and is committed to providing high-quality products and services.
d) Other Factors: The Company operates in a competitive industry and needs to stay up to date with technological advancements and changing customer needs. The Company invests in research and development to maintain its competitive edge and is constantly evaluating new products and services to offer its customers.
In summary, the Company is facing liquidity risk. The Company is working on its goal to increase its revenue to provide additional stability to its cash flow position. The Company is taking measures to manage its cash carefully by monitoring its cash flows situation on a daily basis and explore financing options to manage its financial obligations related to its long-term contracts for equipment. The Company has successfully negotiated with its related parties to either extend the maturity dates of outstanding debts or waive accrued interest. Management has reasonable confidence that related parties will continue to provide support within a practical scope. Additionally, the Company's management remains highly vigilant in monitoring its liquidity position and proactively engages with a broad range of potential financing sources to ensure access to alternative funding options whenever needed. During the first quarter of 2025, one of
6928161.4
the related parties agreed to provide financing of up to $2,500,000 to the Company to support its working capital needs, demonstrating the related parties' continued commitment to sustaining the Company's operations and ensuring its ongoing viability.
ACCOUNTING POLICIES
Basis of Preparation
The condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IASB").
The condensed consolidated financial statements are expressed in Canadian dollars unless otherwise stated.
Functional and Presentation Currency
The consolidated financial statements are presented in CAD, which is the Company's presentation currency and is consistent with the functional currency of the Company. The functional currency of TME and CAC is Euro and USD respectively.
Measurement Uncertainty
The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect 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 period. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates.
The 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 if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
Judgment is required in determining whether deferred tax assets are recognized on the consolidated statement of financial position. The discount rate used to determine the liability component of the convertible debentures is also subject to estimate. Measurement inputs used in determining the fair value of stock options are also subject to estimate by management. The incremental borrowing rates used to determine the carrying value of the right-of-use assets and lease obligations are also subject to management estimate.
Off-Balance Sheet Arrangements and Financing Facilities
The balance of short-term borrowing of $363,552 (December 31, 2024 – $535,305) was a bank overdraft outstanding as at March 31, 2025. The following facilities are available to the Company as at March 31, 2025 and December 31, 2024:
i) Credit facility for an aggregate amount of €941,000 (CAD $1,462,314) unsecured, due on the maturity of invoices issued to its customers and bears weighted average interest at 1-month Euribor rate plus 1.50% per annum. (December 31, 2024 – €941,000 at 1-month Euribor rate plus 1.80% per annum). This facility will be used to finance its working capital prior to the delivery of goods
6928161.4
to its foreign customers. As at March 31, 2025, CAD $1,462,314 (€941,000) was outstanding on this facility (December 31, 2024 – CAD $nil (€nil)).
ii) Aggregate bank guarantees of up to a maximum of €1,050,000 (CAD $1,631,700) for advanced payment refunds for its foreign customers that are due on demand, and bear weighted average interest at 1.71% per annum (December 31, 2024 – €1,050,000 at 1.76% per annum). These facilities will be used when the Company must produce letters of guarantee of restitution of deposit, good execution of contract or retention of guarantee for its foreign customers. As at March 31, 2025, there were CAD $1,233,254 (€793,600) of guarantees outstanding (December 31, 2024 – $nil).
iii) An aggregate foreign exchange cover line up to a maximum of €3,500,000 (CAD $5,439,000) (December 31, 2024 – €3,500,000). As at March 31, 2025, CAD $nil was outstanding on this facility (December 31, 2024– CAD $nil).
Transaction Between Related Parties
For the period ending March 31, 2025, the Company has the following related party transactions:
Key management includes all persons named or performing the duties of Chief Executive Officer, Chief Financial Officer, President, Vice-President and Directors of the Company. The compensation paid or accrued to key management for services is shown below.
| Three months ended March 31, 2025 | Three months ended March 31, 2024 | |
|---|---|---|
| Director fees to non-executive directors | $ - | $ 8,000 |
| Salaries | 297,672 | 216,335 |
The following is a summary of the Company's other related party transactions during the period:
| Three months ended March 31, 2025 | Three months ended March 31, 2024 | |
|---|---|---|
| Real property leases paid to a company controlled by a director of the Company | $ 29,084 | $ 28,181 |
| Finance cost paid or accrued to a company controlled by a director of the Company | 17,195 | 16,846 |
| Finance cost paid or accrued to two of the directors of the Company | 3,255 | 3,291 |
| Finance cost paid or accrued to a company owned by a direct family member of a director of the Company | 21,426 | - |
| Professional fees paid to a partnership controlled by a director of the Company | 10,235 | 2,813 |
| General administrative fee paid to a company controlled by a former officer of the Company | - | 39,375 |
| Commission expense paid or accrued to two companies controlled by two directors of the Company | 13,202 | 97,193 |
The following is a summary of financial instruments held by related parties:
6928161.4
11
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Receivable from a company controlled by a director of the Company | $ 335,387 | $ 320,064 |
| Convertible debentures issued to a company controlled by a director of the Company | 2,380,394 | 2,260,632 |
| Long term borrowing advanced from a company controlled by a director of the Company | 1,599,381 | 1,524,288 |
| Long term borrowing advanced from a company controlled by an officer of the Company | 4,102,830 | 3,549,022 |
| Long term borrowing advanced from companies controlled by two of the directors of the Company | 701,322 | 663,119 |
| Long term borrowing advanced from a company owned by a direct family member of a director of the Company | 1,735,076 | - |
Changes in Accounting Policies
The unaudited condensed consolidated interim financial statements and audited consolidated financial statements follow the same accounting policies as outlined in the audited financial statements for the year ended December 31, 2023, except for the adoption of the following accounting standards effective January 1, 2024:
The amendments to IAS 1, Presentation of Financial Statements, clarify that liabilities are classified as either current or non-current, depending on the existence of the substantive right at the end of the reporting period for an entity to defer settlement of the liability for at least twelve months after the reporting period. The amendments also require an entity to disclose its material accounting policies rather than its significant policies. The adoption of this amendment did not have a material measurement or disclosure impact on the Company's condensed consolidated interim financial statements and audited consolidated financial statements.
The amendments to IAS 7, Statement of Cash Flow, require an entity to provide additional disclosures about its supplier finance arrangements. The amendments also add supplier finance arrangements as an example within the liquidity risk disclosure requirements of IFRS 7 Financial Instruments: Disclosures.
The adoption of this amendment did not have a material measurement or disclosure impact on the Company's condensed consolidated interim financial statements and audited consolidated financial statements.
The amendments to IFRS 16, Leases, add subsequent measurement requirements to IFRS 16 that explain how an entity accounts for a sale and leaseback after the date of the transaction. The adoption of this amendment did not have a material measurement or disclosure impact on the Company's condensed consolidated interim financial statements and audited consolidated financial statements.
Disclosure of Share Information
Shares outstanding:
110,233,610 commons share outstanding as at the date hereof.
Stock options outstanding:
None.
APPROVAL
The Board of Directors has reviewed and approved this document pursuant to its mandate and charter.
6928161.4