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DiagnosTear Technologies Inc. — Audit Report / Information 2025
Apr 15, 2026
48482_rns_2026-04-15_1dec3f5e-1bdc-4ec7-823c-f0105c5cbb92.pdf
Audit Report / Information
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1287398 B.C. LTD.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in Canadian Dollars)
Independent Auditor's Report
MNP
To the Shareholders of 1287398 B.C. Ltd.:
Opinion
We have audited the financial statements of 1287398 B.C. Ltd. (the "Company"), which comprise the statements of financial position as at December 31, 2025 and December 31, 2024, and the statements of loss and comprehensive loss, changes in shareholders' deficit and cash flows for the years then ended, and notes to the financial statements, including material accounting policy information.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and December 31, 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 audits 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 audits 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 in the financial statements, which indicates that the Company incurred a net loss during the year ended December 31, 2025 and, as of that date, the Company had negative working capital and accumulated deficit. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Other Information
Management is responsible for the other information. The other information comprises 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 audits of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audits 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 on this other information, 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.
MNP LLP
2000, 112 - 4th Avenue SW, Calgary AB, T2P 0H3
1.877.500.0792 T: 403.263.3385 F: 403.269.8450
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.
MNP
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.
Calgary, Alberta
April 15, 2026
MNP LLP
Chartered Professional Accountants
MNP
1287398 B.C. LTD.
STATEMENTS OF FINANCIAL POSITION
As at December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| Note | December 31, 2025 | December 31, 2024 | |
|---|---|---|---|
| ASSETS | |||
| Current assets | |||
| Cash | $ 2,697 | $ 2,697 | |
| Total assets | $ 2,697 | $ 2,697 | |
| LIABILITIES | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | $ 8,466 | $ 8,466 | |
| Due to a related party | 3 | 110,555 | 86,667 |
| 119,021 | 95,133 | ||
| SHAREHOLDERS' DEFICIT | |||
| Share capital | 4 | 10,300 | 10,300 |
| Accumulated deficit | (126,624) | (102,736) | |
| (116,324) | (92,436) | ||
| Total liabilities and shareholders' deficit | $ 2,697 | $ 2,697 |
Nature of operations and going concern (Note 1)
Subsequent event (Note 8)
Approved and authorized on behalf of the Board of Directors on April 15, 2026
Director James Ward (signed)
Director Stephen Sandusky (signed)
The accompanying notes are an integral part of these financial statements.
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1287398 B.C. LTD.
STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
For the Years Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 2025 | 2024 | |
|---|---|---|
| EXPENSES | ||
| Accounting and corporate secretarial fees | $ 11,025 | $ 12,600 |
| Professional fees | 8,464 | 8,464 |
| Regulatory and transfer agent fees | 4,399 | 4,399 |
| $ (23,888) | $ (25,463) | |
| NET LOSS AND COMPREHENSIVE LOSS FOR THE YEAR | $ (23,888) | $ (25,463) |
| NET LOSS PER SHARE – BASIC AND DILUTED | $ (0.008) | $ (0.008) |
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (Note 4) | 3,100,000 | 3,100,000 |
The accompanying notes are an integral part of these financial statements.
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1287398 B.C. LTD.
STATEMENTS OF CHANGES IN SHAREHOLDER'S DEFICIT
For the Years Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| Number of Shares # | Share Capital $ | Deficit $ | Total $ | |
|---|---|---|---|---|
| Balance, December 31, 2023 | 3,100,000 | 10,300 | (77,273) | (66,973) |
| Net loss and comprehensive loss for the year | - | (25,463) | (25,463) | |
| Balance, December 31, 2024 | 3,100,000 | 10,300 | (102,736) | (92,436) |
| Net loss and comprehensive loss for the year | - | (23,888) | (23,888) | |
| Balance, December 31, 2025 | 3,100,000 | 10,300 | (126,624) | (116,324) |
The accompanying notes are an integral part of these financial statements.
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1287398 B.C. LTD.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| Note | 2025 | 2024 | |
|---|---|---|---|
| Operating activities: | |||
| Net loss for the year | $ | (23,888) | $ (25,463) |
| Changes in non-cash working capital: | |||
| Accounts payable and accrued liabilities | - | 604 | |
| Due to a related party | 3 | 23,888 | 24,859 |
| Net cash provided by (used in) operating activities | - | - | |
| Decrease in cash during the year | - | - | |
| Cash – beginning of the year | 2,697 | 2,697 | |
| Cash – end of the year | $ | 2,697 | $ 2,697 |
The accompanying notes are an integral part of these financial statements
1287398 B.C. LTD.
NOTES TO THE FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
1. NATURE OF OPERATIONS AND GOING CONCERN
1287398 B.C. Ltd. ("the Company" or "398 BC") was incorporated under the Business Corporations Act of British Columbia on February 3, 2021. The principal business of the Company is to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction, by exercising of an option or by any concomitant transaction. The Company's head office is located at 3400 – 22 Adelaide S. W. Toronto, Ontario, M5H 4E3.
Plan of arrangement
The Company was a wholly owned subsidiary of 1289625 B.C. Ltd. ("1289625") (formerly, 2583262 Ontario Inc.) until a plan of arrangement was completed on April 21, 2021 under which the Company's common shares were distributed to shareholders of 1289625 on a pro-rata basis.
Going Concern
These financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As at December 31, 2025, the Company had accumulated a loss of $126,624 and negative working capital of $116,324 and, for the year then ended, incurred a net loss of $23,888. The continuation of the Company is dependent upon obtaining necessary financing to meet its ongoing operational levels of corporate overhead. These conditions indicate material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern and, therefore, that it may be unable to discharge its liabilities in the normal course of business. Additional funds will be required to enable the Company to continue its operations and there can be no assurance that financing will be available on terms which are acceptable to the Company. These financial statements do not give effect to any adjustments to the amounts and classifications of assets and liabilities which might be necessary should the Company be unable to continue its operations as a going concern.
2. MATERIAL ACCOUNTING POLICIES INFORMATION
a) Statement of compliance
These financial statements have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee.
These financial statements were approved by the board of directors for issue on April 15, 2026.
b) Basis of presentation
These financial statements have been prepared on a historical cost basis. In addition, these financial statements are prepared using the accrual basis of accounting, aside from cash flow information.
c) Functional and presentation currency
These financial statements are presented in Canadian dollars, which is also the functional currency of the Company. Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the dates of the transactions. At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All gains and losses on translation of these foreign currency transactions are charged to profit or loss.
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1287398 B.C. LTD.
NOTES TO THE FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)
d) Financial instruments
Recognition and classification
The Company recognizes a financial asset or financial liability on the statement of financial position when it becomes party to the contractual provisions of the financial instrument.
The Company classifies its financial instruments in the following categories: at fair value through profit or 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 financial 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.
Measurement
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 profit or 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 profit or loss in the period in which they arise. Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Company's own credit risk will be recognized in other comprehensive income (loss).
Financial assets at FVTOCI
Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).
Financial assets and liabilities at amortized cost
All financial instruments at amortized cost are measured at fair value on initial recognition plus transactions costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. The contractual cash flows received from the financial assets are solely payments of principal and interest and are held within a business model whose objective is to collect the contractual cash flows. These financial assets and financial liabilities are subsequently measured at amortized cost using the effective interest method.
Impairment of financial assets at amortized cost
The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in profit or loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.
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1287398 B.C. LTD.
NOTES TO THE FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)
d) Financial instruments (continued)
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. Gains and losses on derecognition are generally recognized in profit or loss. However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensive income (loss).
Financial liabilities
The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets, is recognized in profit or loss.
e) Share capital
Equity instruments are contracts that give a residual interest in the net assets of the Company. The Company's common shares are classified as equity instruments.
Costs directly identifiable with the raising of share capital financing are charged against share capital. Share issuance costs incurred in advance of share subscriptions are recorded as deferred assets. Share issuance costs related to uncompleted share subscriptions are recognized in profit or loss.
Equity financing transactions may involve the issuance of units. Units comprise common shares and share purchase warrants. The Company accounts for unit offering proceeds between common shares and share purchase warrants using the residual value method, wherein the fair value of the common shares is based on the fair value ascribed to the shares issued and the balance, if any, is allocated to the attached warrants.
f) Taxes
Tax comprises current and deferred tax. Current tax is recognized in the statement of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case the tax is also recognized directly in equity.
Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous periods.
In general, deferred tax is recognized in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.
Deferred tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the statement of financial position date and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered.
Deferred tax assets and liabilities are presented as non-current.
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1287398 B.C. LTD.
NOTES TO THE FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)
g) Loss per share
Basic loss per share represents the loss for the period, divided by the weighted average number of common shares outstanding during the period. Diluted loss per share represents the loss for the period, divided by the weighted average number of common shares outstanding during the period plus the weighted average number of dilutive shares resulting from the exercise of stock options, warrants and other similar instruments where the inclusion of these would not be anti-dilutive.
h) Estimates and judgments
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. There are no significant areas of estimates, except for accruals during the year.
Judgments
The key areas of judgment that have a significant risk of causing material adjustment to the amounts recognized in the financial statements are:
Taxes
The Company recognizes deferred tax assets to the extent that it is probable that future taxable profits will be available to utilize the Company's deductible temporary differences which are based on management's judgement on the degree of future taxable profits. To the extent that future taxable profits differ significantly from the estimates impacts the amount of the deferred tax assets management judges is probable.
Going Concern
Management has applied judgments in the assessment of the Company's ability to continue as a going concern when preparing these financial statements. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, twelve months form the end of the reporting period.
i) Accounting standards issued but not yet effective and not early adopted
The Company is in the process of determining the impact of the following new and amended standards on its future financial statements:
i) The IASB has issued classification and measurement and disclosure amendments to IFRS 9 and IFRS 7 with an effective date for years beginning on or after January 1, 2026 with earlier application permitted. The amendments clarify the date of recognition and derecognition of some financial assets and liabilities and introduce a new exception for some financial liabilities settled through an electronic payment system. Other changes include a clarification of the requirements when assessing whether a financial asset meets the solely payments of principal and interest criteria and new disclosures for certain instruments with contractual terms that can change cash flows.
ii) IFRS 18, Presentation and Disclosure in Financial Statements is a new standard that will provide new presentation and disclosure requirements and replace International Accounting Standard 1, Presentation of Financial Statements (IAS 1). IFRS 18 introduces changes to the structure of the income statement; provides required disclosures in financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements; and provides enhanced principles on aggregation and disaggregation in financial statements. Many other existing principles in IAS 1 have been maintained. IFRS 18 is effective for years beginning on or after January 1, 2027, with earlier application permitted.
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1287398 B.C. LTD.
NOTES TO THE FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
3. RELATED PARTY TRANSACTIONS
As at December 31, 2025, the Company has $110,555 (December 31, 2024 - $86,667) owing to 1289625 B.C. LTD., a company related by a common director and chief financial officer, for reimbursable expenses incurred on behalf of the Company. These related party liabilities are due on demand, unsecured and bear no interest.
4. SHARE CAPITAL
a) Authorized – Unlimited common shares without par value.
b) Issued and outstanding – 3,100,000 common shares as at December 31, 2025 and 2024.
Loss per share
Basic per share amounts are calculated using the weighted average number of shares outstanding during the year ended December 31, 2025 and 2024 of 3,100,000. The calculation of diluted loss per share equals basic loss per share.
5. MANAGEMENT OF CAPITAL
The Company's objectives when managing capital are to safeguard its ability to continue as a going concern and to maintain a flexible capital structure which optimizes the cost of capital within a framework of acceptable risk. In the management of capital, the Company includes the components of shareholders' deficit of $116,324 at December 31, 2025 (December 31, 2024 - $92,436).
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, issue debt, acquire or dispose of assets or adjust the amount of cash.
6. FINANCIAL INSTRUMENTS
For financial instruments held by the Company, management classifies accounts payable and accrued liabilities, and due to a related party at amortized cost and cash at FVTPL.
a) Fair value of financial instruments
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 – Inputs that are not based on observable market data.
As at December 31, 2025, the Company believes that the carrying value of cash, accounts payables and accrued liabilities and due to a related party approximates their fair value because of their nature and relatively short maturity date or duration.
b) Management of risks arising from financial instruments
Discussions of risks associated with financial assets and liabilities are detailed below:
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1287398 B.C. LTD.
NOTES TO THE FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
6. FINANCIAL INSTRUMENTS (continued)
b) Management of risks arising from financial instruments (continued)
Credit risk
Credit risk is the risk associated with the counterparty's inability to fulfill its payment obligations. The Company is exposed to credit risk from cash. Management has assessed the credit risk to be minimal as cash is held with a reputable Canadian financial institution.
Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The risk that the Company will realize such a loss is limited because the Company has no interest-bearing financial instruments.
Liquidity risk
The Company manages liquidity risk by maintaining sufficient cash and sources of funding to enable settlement of transactions as they come due. Management monitors the Company's contractual obligations and other expenses to ensure adequate liquidity is maintained. As at December 31, 2025, the Company had a net working capital deficiency of $116,324 (December 31, 2024 - $92,436). All of the Company's current liabilities are expected to be settled within the next 12 months.
7. TAXES
The tax recovery differs from the amount that would be computed by applying the expected tax rates to the loss before taxes. The reasons for the difference are as follows:
| 2025 | 2024 | ||
|---|---|---|---|
| Net loss for the year | $ | (23,888) | $ (25,463) |
| Tax rate | 26.50% | 26.50% | |
| Total expected income tax recovery | (6,330) | (6,748) | |
| Deferred tax assets not recognized | 6,330 | 6,748 | |
| Taxes | $ | - | $ - |
As at December 31, 2025, the Company has accumulated non-capital losses of $126,624 (December 31, 2024 - $102,736). The non-capital losses will begin to expire starting 2042 if unused.
The Company has not recorded deferred tax assets related to these unused carry forward losses as it is not probable that future taxable profits will be available against which these can be deducted.
8. SUBSEQUENT EVENT
On January 16, 2026, the Company repurchased an aggregate of 2,790,000 common shares for cancellation for a total consideration of $279.
On January 16, 2026, the Company issued 3,565,000 shares for gross proceed of $357.
On March 9, 2026, the Company issued 1,960,000 shares for gross proceed of $196,000.
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