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Digital Commodities Inc. — Interim / Quarterly Report 2025
Jul 31, 2025
43345_rns_2025-07-30_58976ccf-0a58-469e-ab77-30252319941d.pdf
Interim / Quarterly Report
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Digital Commodities
Digital Commodities Capital Corp.
(Formerly The BC Bud Corporation)
Condensed Interim Consolidated Financial Statements
(Unaudited)
For the three months ending May 31, 2025 and 2024
(Expressed in Canadian Dollars)
Notice to Reader: No Auditor Review of Condensed Consolidated Interim Financial Statements
Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the condensed consolidated interim financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements.
The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company's management.
The Company's independent auditor has not performed a review of these condensed consolidated interim financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor
Digital Commodities Capital Corp.
Condensed Interim Consolidated Statements of Financial Position
(Unaudited - Expressed in Canadian Dollars unless otherwise indicated)
| Notes | May 31, 2025 | February 28, 2025 | |
|---|---|---|---|
| Assets | |||
| Current assets | |||
| Cash | $ | 216,525 | $ 1,014,242 |
| Accounts receivable | - | 40,354 | |
| Prepaid expenses | 55,049 | 91,366 | |
| GST receivable | 94,625 | 68,863 | |
| Investments | 4 | 949,330 | 365,470 |
| Digital assets | 5 | 352,673 | 271,558 |
| Inventory | - | 47,132 | |
| 1,668,202 | 1,898,985 | ||
| Machinery and equipment | - | 18,289 | |
| Intangible assets | - | 2,007 | |
| $ | 1,668,202 | $ 1,919,281 | |
| Liabilities | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | 8 | $ 89,860 | $ 101,565 |
| Loan payable | 6 | 193,674 | 193,674 |
| 283,534 | 295,239 | ||
| Shareholders' equity | |||
| Share capital | 7 | 7,789,109 | 7,789,109 |
| Reserves | 7 | 1,308,414 | 1,276,224 |
| Accumulated Deficit | (7,712,856) | (7,441,291) | |
| 1,384,668 | 1,624,042 | ||
| $ | 1,668,202 | $ 1,919,281 |
Nature of operations and going concern (Note 1)
Subsequent events (Note 13)
Approved on behalf of the Board on July 30, 2025 by:
"Brayden Sutton"
Director
"Joshua Taylor"
Director
The accompanying notes are an integral part of these condensed interim consolidated financial statements
Digital Commodities Capital Corp.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
(Unaudited - Expressed in Canadian Dollars)
| Notes | For the three months ended | ||
|---|---|---|---|
| May 31, 2025 | May 31, 2024 | ||
| Revenue | - | 6,306 | |
| Cost of sales | - | (156,448) | |
| Amortization and Depreciation | - | (3,430) | |
| Gross margin | - | (153,572) | |
| Operating expenses | |||
| Accretion expense | 6 | - | 4,523 |
| Advertising and promotion | 150,356 | 1,390 | |
| Bad debts (recovery) expense | - | (38,824) | |
| Consulting fees | 8 | 73,400 | 51,226 |
| Share-based payments | 7 | 32,190 | - |
| Office and administration | 9,489 | 15,291 | |
| Professional fees and other | 83,633 | 74,432 | |
| 349,068 | 108,038 | ||
| Net operating loss | (349,068) | (261,610) | |
| Other expenses (income) | |||
| Foreign exchange loss | - | 1 | |
| Gain on debt settlement | - | (280,806) | |
| Gain on deconsolidation | 12 | (3,963,012) | - |
| Unrealized loss on investments | 4, 12 | 3,851,525 | - |
| Unrealized loss on digital assets | 5 | 33,983 | - |
| Net loss | $ (271,564) | $ 19,195 | |
| Basic and diluted loss per common share | $ (0.00) | $ 0.00 | |
| Weighted average shares outstanding | 132,622,795 | 64,986,432 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Digital Commodities Capital Corp.
Condensed Interim Consolidated Statements of Changes in Shareholders' Equity
(Unaudited - Expressed in Canadian Dollars)
| Share Capital | Accumulated Deficit $ | Total $ | |||
|---|---|---|---|---|---|
| Number Outstanding | Amount $ | Reserves $ | |||
| Balance, February 29, 2024 | 56,510,982 | 4,965,825 | 594,325 | (5,554,089) | 6,061 |
| Share issued for private placement | 20,000,000 | 136,402 | 263,598 | - | 400,000 |
| Shares issued for services | 500,000 | 25,000 | - | - | 25,000 |
| Net income | - | - | - | 19,195 | 19,195 |
| Balance, May 31, 2024 | 77,010,982 | 5,127,227 | 857,923 | (5,534,893) | 450,257 |
| Share Capital | Accumulated Deficit $ | Total $ | |||
| --- | --- | --- | --- | --- | --- |
| Number Outstanding | Amount $ | Reserves $ | |||
| Balance, February 28, 2025 | 132,622,795 | 7,789,109 | 1,276,224 | (7,441,291) | 1,624,042 |
| Share-based payments | - | - | 32,190 | - | 32,190 |
| Net loss | - | - | - | (271,564) | (271,564) |
| Balance, May 31, 2025 | 132,622,795 | 7,789,109 | 1,308,414 | (7,712,855) | 1,384,668 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Digital Commodities Capital Corp.
Condensed Interim Consolidated Statements of Cash Flow
(Unaudited - Expressed in Canadian Dollars)
| For the three months ended | ||
|---|---|---|
| May 31, 2025 | May 31, 2024 | |
| Operating activities | ||
| Net loss (income) for the period | (271,564) | 19,195 |
| Items not involving cash: | ||
| Accretion expense | - | 4,523 |
| Amortization and depreciation | - | 3,430 |
| Shares issued for services | - | 25,000 |
| Inventory write-down | - | 137,525 |
| Share-based payments | 32,190 | - |
| Bad debt expense (recovery) expense | - | (38,824) |
| Gain on deconsolidation | (3,963,012) | - |
| Unrealized loss on investments | 3,851,525 | - |
| Unrealized loss on digital assets | 33,983 | - |
| Gain on settlement of debt | - | (280,806) |
| Change in working capital: | ||
| Accounts receivable | - | 32,518 |
| GST receivable | (94,625) | (7,528) |
| Prepaid expenses | 34,386 | (60,830) |
| Inventory | - | (62,541) |
| Accounts payable and accrued liabilities | 10,045 | (63,953) |
| Cash used in operating activities | (367,072) | (292,291) |
| Financing activities | ||
| Net proceeds from issuance of common shares | - | 400,000 |
| Cash provided by financing activities | - | 400,000 |
| Investing activities | ||
| Investments | (315,547) | - |
| Digital assets | (115,098) | - |
| Cash used in financing activities | (430,645) | - |
| Change in cash | (797,717) | 107,709 |
| Cash – beginning of the period | 1,014,242 | 4,202 |
| Cash – end of the period | 216,525 | 111,911 |
| Supplemental cash flow disclosure (Note 11) |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Digital Commodities Capital Corp.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Expressed in Canadian Dollars)
For the three months ending May 31, 2025 and 2024
1. Nature of operations and going concern
The Digital Commodities Capital Corp., formerly the BC Bud Corporation, (the "Company") was incorporated under the laws of Alberta and was continued into British Columbia during the year ended December 31, 2000. On March 31, 2020, the Company changed its name from Waterfront Capital Corporation to Entheos Capital Corp. On September 29, 2021, the Entheos Capital Corp. completed a reverse takeover transaction with The BC Bud Corporation and changed its name to The BC Bud Corporation. The Company is listed on the Canadian Securities Exchange ("CSE") under the symbol "DIGI". The Company's registered office is located at 15th Floor – 1111 West Hastings St., Vancouver, British Columbia, V6E 2J3.
On March 20, 2025, the Company completed a change of business from a cannabis issuer to an investment issuer. The Company invests in digital and physical non-fiat assets, businesses and private and publicly listed entities that are involved in high-growth industries, with a particular focus on hard commodities, cryptocurrencies and the resource sector.
These condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Accordingly, these condensed interim consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.
The Company reported a loss of $271,564 for the three months ended May 31, 2025 (2024 – income of $19,195) and had an accumulated deficit of $7,712,855 as at May 31, 2025 (February 28, 2025 – $7,441,291) and working capital of $1,384,668 at May 31, 2025 (February 28, 2025 - $1,603,746). The Company's ability to continue as a going concern is dependent upon its ability to achieve profitable operations and obtaining appropriate financing to support its ongoing activities. These material uncertainties may cast significant doubt on the Company's ability to continue as a going concern.
Digital Commodities Capital Corp.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Expressed in Canadian Dollars)
For the three months ending May 31, 2025 and 2024
2. Basis of Preparation
Statement of compliance
These condensed interim financial statements are unaudited and have been prepared in accordance with IAS 34 ‘Interim Financial Reporting’ (“IAS 34”) using accounting policies consistent with the IFRS Accounting Standards issued by the International Accounting Board (IFRS Accounting Standards).
The accounting policies and methods of computation applied by the Company in these condensed interim consolidated financial statements are the same as those applied in the Company’s annual financial statements for the year ended February 28, 2025.
The Board of Directors approved the condensed interim consolidated financial statements for issue on July 30, 2025.
3. Material Accounting Policy Information
Basis of measurement
The condensed interim consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments measured at fair value. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
The accounting policies set out in Note 3 have been applied consistently by the Company in all periods presented.
Investment Entity
The Company uses the following criteria, contained within IFRS 10 - Consolidated financial statements, to determine if the Company meets the definition of an Investment Entity (“Investment Entity”):
- Obtain funds from one or more investors for the purpose of providing those investor(s) with investment management services;
- Commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both; and
- Measures and evaluates the performance of substantially all its investments on a fair value basis.
The Company has evaluated the above criteria and determined that it meets the definition of an Investment Entity. As a result of meeting the definition of an Investment Entity, subsidiaries, which otherwise would have been consolidated, are carried at fair value.
Digital Commodities Capital Corp.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Expressed in Canadian Dollars)
For the three months ending May 31, 2025 and 2024
3. Material Accounting Policy Information (continued)
Basis of consolidation
These condensed interim consolidated financial statements include the accounts of the Company and its subsidiary. The Company controls its subsidiaries when it is exposed to, or it has rights to variable returns from its involvement with its subsidiaries and has the ability to affect those returns through its power over the subsidiaries. Changes in the Company's ownership interest in subsidiaries that do not result in a loss of control are accounted for as equity transactions.
| Name | Jurisdiction of Incorporation | Percentage Owned |
|---|---|---|
| The BC Bud Corporation (Formerly The BC Bud Holdings Corp.) | British Columbia, Canada | 100% |
All intercompany balances and transactions have been eliminated upon consolidation.
At March 20, 2025, the Company became an investment issuer and therefore deconsolidated the operations of The BC Bud Corporation to carry the amount at fair value. Refer to Note 12
Functional and presentation currency
These condensed interim consolidated financial statements are presented in Canadian dollars, which is the Company's and its subsidiary's functional currency. All financial information is expressed in Canadian dollars unless otherwise stated and have been rounded to the nearest dollar.
Critical accounting estimates and judgements
The preparation of condensed interim consolidated financial statements in conformity with IFRS Accounting Standard requires management to make estimates and assumptions that affect the amounts reported in the condensed interim consolidated financial statements and accompanying notes. It is reasonably possible that circumstances may arise that would cause actual results to differ from management estimates; however, management does not believe it is likely that such differences will materially affect the Company's financial position. A significant area requiring the use of management estimates and judgments is the assessment of the recoverability of inventory, share based payments, and the estimate of the revenues to be recognized given the return rights of the products of the provincial bodies.
Digital Commodities Capital Corp.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Expressed in Canadian Dollars)
For the three months ending May 31, 2025 and 2024
3. Material Accounting Policy Information (continued)
The key areas of judgment applied in the preparation of the condensed interim consolidated financial statements that could result in a material adjustment to the amounts reported in the condensed interim consolidated financial statements include:
Fair value of fully owned subsidiary
Due to the change in business from an operating company to an investment issuer during the period, the Company was required to deconsolidate its fully owned subsidiary using IFRS 10. The Company used a market value approach to value the operations of The BC Bud Corporation as it comprised substantially all of the Company's operations at the time of the deconsolidation.
Share-based payments
The Company uses the Black-Scholes option pricing model to value options and warrants granted during the period. The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The model requires management to make estimates that are subjective and may not be representative of actual.
Financial instruments
Financial assets
The Company classifies its financial assets as fair value through profit or loss or amortized cost. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of financial assets at initial recognition.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss ("FVPL") are initially recognized at fair value with changes in fair value recorded in profit or loss. At May 31, 2025, the Company held investments and digital assets which are FVPL (Note 4 and 5).
Amortized cost
Financial assets are classified at amortized cost if both of the following criteria are met and the financial assets are not classified or designated as fair value through profit and loss: 1) the Company's objective for these financial assets is to collect their contractual cash flows and 2) the asset's contractual cash flows solely represent payments of principal and interest. Cash, accounts receivable and other receivables are classified as amortized cost.
Financial liabilities
Financial liabilities are non-derivatives and are recognized initially at fair value, net transaction costs, and are subsequently stated at amortized cost. Any difference between the amounts originally received, net of transaction costs, and the redemption value is recognized in profit or loss over the period to maturity using the effective interest method.
Digital Commodities Capital Corp.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Expressed in Canadian Dollars)
For the three months ending May 31, 2025 and 2024
3. Material Accounting Policy Information (continued)
Financial liabilities are classified as current or non-current based on their maturity date. Financial liabilities include accounts payable and loans payable.
Fair value hierarchy
Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs in making the measurements. The levels of the fair value hierarchy are defined as follows:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 – Inputs for the asset or liability that are not based on observable market data.
Impairment of financial assets
An entity is required to recognize expected credit losses when financial instruments are initially recognized and to update the amount of expected credit losses recognized at each reporting date to reflect changes in the credit risk of the financial instruments. In addition, IFRS 9 Financial Instruments requires additional disclosure requirements about expected credit losses and credit risk.
Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognized.
Cash
Cash consists of cash on hand, balances with banks and short-term investments with an original maturity date of three months or less.
Accounts receivable
Accounts receivable are amounts due from distributors for the sale of goods and services performed in the ordinary course of business. These amounts are classified as current because the collection is expected in one year or less. Accounts receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less a provision for impairment.
Inventory
Inventory consists of finished goods, packaging, bulk concentrates, pre-rolls and whole flower. Inventory is recorded at the lower of cost and net realizable value. Cost is determined by using the weighted average cost method and includes the cost of provisions to the customer. Net realizable value is the estimated selling price in the ordinary course of business, less selling expenses.
Digital Commodities Capital Corp.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Expressed in Canadian Dollars)
For the three months ending May 31, 2025 and 2024
3. Material Accounting Policy Information (continued)
All inventories are reviewed each reporting period for impairment due to slow-moving and obsolete inventory. Provisions for obsolete, slow-moving or defective inventories are recognized in profit or loss and referred to as return to vendor ("RTV").
Revenue
Revenue from contracts with customers is recognized by following the five-step process defined under IFRS 15:
-
Identify the contract with a customer: A contract is an agreement between the Company and a Licensed Producer (LP) that creates enforceable rights and obligations. Key characteristics of a contract include:
-
Approval: Both the company and the LP have approved the contract and are committed to fulfilling their respective obligations.
- Payment Terms: Payment terms are established and can include fixed or variable consideration.
- Commercial Substance: The contract has a commercial substance, meaning it affects the Company's cash flow.
- Collectability: It is probable that the company will collect the consideration to which it is entitled under the contract.
Payment terms are subject to sell through as the evolution of government reach due to outstanding unpaid excise taxes in the industry and collectability is also reliant on whether the government/CRA garnishes funds due to delinquent manufacturers. This impacts the estimate of revenues to be recognized as returns.
-
Identify the Performance Obligations in the Contract: Performance obligations are distinct promises to transfer goods or services to the customer. In the context of cannabis contracts with the LPs common performance obligations may include:
-
Production of cannabis: The Company's obligation to produce cannabis according to specified quality standards, and
- Sale of cannabis products and final product creation: The Company's obligation to transfer control of the cannabis products to the LP.
Digital Commodities Capital Corp.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Expressed in Canadian Dollars)
For the three months ending May 31, 2025 and 2024
3. Material Accounting Policy Information (continued)
- Determine the Transaction Price: The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services. For cannabis contracts, transaction price determination involves the following consideration:
Fixed and variable consideration: The base selling price of the cannabis product to the LP includes fixed amounts, however, there is a significant return rights due to quality or regulatory compliance issues, the Company estimates the expected returns using the expected value method.
-
Allocate the Transaction Price to Performance Obligations: Once the transaction price is determined, it is allocated to each performance obligation based on the standard selling prices of the goods or services. The Company has determined that it has one performance obligation with a significant return right that is estimated reducing the transaction value and recognizing revenues that is highly probable of not being reversed.
-
Recognize Revenue When the Performance Obligations Are Satisfied: This occurs at a point in time when the goods are transferred to the Provincial purchaser and distributor
Share capital
The Company record proceeds from share issued net of issuance costs and any tax effects. Common shares issued for consideration other than cash are valued based on their market value at the date the common shares are issued.
Proceeds from unit placements are allocated between shares and warrants issued using the residual method. Proceeds are first allocated to the shares according to the quoted price of existing shares at the time of issuance and any residual in the proceeds is allocated to warrants.
Share-based payments
The Company may receive or acquire goods or services in a share-based transaction. The Company recognizes a corresponding increase in equity if the goods or services were received in an equity settled share-based payment transaction, or a liability if the goods or services were acquired in a cash-settled share-based payment transaction. For equity-settled share-based payment transactions, the Company measures the goods or services received and the corresponding increase in equity directly at the fair value of the goods or services received, unless the fair value of the goods or services received cannot be estimated reliably, the Company measures their value and the corresponding increase in equity by reference to the fair value of the equity instruments issued.
Digital Commodities Capital Corp.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Expressed in Canadian Dollars)
For the three months ending May 31, 2025 and 2024
3. Material Accounting Policy Information (continued)
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 equity reserve.
The fair value of options is determined using the Black-Scholes pricing model. 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. Any consideration paid by plan participants on the exercise of stock options is credited to share capital.
Segmented Information
The Company's operations comprise a single reporting segment. As the operations comprise a single reporting segment, the amounts disclosed in the condensed interim consolidated financial statements for expenses and loss for the period also represent segmented amounts. All of the Company's operations and assets are in Canada.
Loss per share
The Company calculates basic (loss) earnings per share by dividing net (loss) income by the weighted average number of common shares outstanding during the period. Diluted (loss) earnings per share is determined by adjusting profit or loss attributable to common shareholders and the weighted average number of common shares outstanding, for the effects of all dilutive potential common shares, which comprise RSUs, warrants and share options issued.
4. Investments
| 31-May-25 | 28-Feb-25 | |
|---|---|---|
| Opening Balance | $ 365,470 | $ - |
| Additions | 315,547 | 362,219 |
| Change in unrealized FV gain or loss | 268,313 | 3,251 |
| Ending Balance | 949,330 | 365,470 |
Digital Commodities Capital Corp.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Expressed in Canadian Dollars)
For the three months ending May 31, 2025 and 2024
4. Investments (continued)
| Investments | Type | # of Share/Trust Unit | ||
|---|---|---|---|---|
| 31-May-25 | 28-Feb-25 | |||
| SKRR Exploration Investments | Public | Unit (i) | 100,000 | 100,000 |
| Pacific Ridge Exploration Ltd | Public | Unit (i) | 250,000 | - |
| Gold Finder Resources | Public | Unit (i) | 10,000,000 | - |
| Sprott Physical Silver Trust | Public | Trust Unit | 10,000 | 10,000 |
| Sprott Physical Uranium Trust | Public | Trust Unit | 6,000 | 4,500 |
| Sprott Physical Copper Trust | Public | Trust Unit | 9,000 | 9,000 |
(i) Each of the Share unit contains one common share and one share purchase warrant
The following is a summary of investments during the three months ended May 31, 2025 and the year ended February 28, 2025.
- During the year ended February 28, 2025, the Company acquired shares in Sprott Physical Silver, Uranium and Copper at a total cost of $351,219. At February 28, 2025, the fair value of these investments was $337,970. During the three months ended May 31, 2025, the Company acquired an additional $30,547 in Sprott Physical Uranium to bring the total cost of all holdings to $381,766 and a fair value of $377,330.
- On February 20, 2025, the Company acquired 100,000 units of SKRR Exploration Inc at a price of $11,000. Each unit consists of one common share and one common share purchase warrant with an exercise price of $0.145 per share for a period of two years. As at May 31, 2025, the fair value of the investment is $29,500 (February 28, 2025 - $27,500).
- On March 20, 2025, the Company acquired 10,000,000 units of Gold Finder Resources Ltd. ("GLD"), formerly GoldON Resources Ltd for $250,000. Each unit is comprised of one common share and one common share purchase warrant with an exercise price of $0.05 for two years. Following the Investment, the Company holds 10,000,000 shares of GLD and 10,000,000 warrants of GLD, representing approximately 15.98% of the issued and outstanding GLD shares calculated on an undiluted basis and approximately 27.56% of the issued and outstanding GLD shares on a partially diluted basis, assuming exercise of the GLD warrants held by the Company. As part of the Investment, the Company has secured the right to nominate a representative to GLD's board of directors. As at May 31, 2025, the fair value of the investment is $500,000 (February 28, 2025 - $nil).
- On May 16, 2025, the Company acquired 250,000 units of Pacific Ridge Exploration (TSX: PEX) for $35,000. Each unit is comprised of one common share of the company and one common share purchase warrant. Each warrant can be exercised for $0.20 for a common share for three years. At May 31, 2025, the fair value of the investment is $42,500 (February 28, 2025 - $nil).
The Company does not have a controlling interest in the above companies.
Digital Commodities Capital Corp.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Expressed in Canadian Dollars)
For the three months ending May 31, 2025 and 2024
5. Digital Assets
| Three months ended May 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Balance, beginning of the period | $ 271,558 | $ - |
| Purchases | 115,098 | - |
| Remeasurement loss | (33,983) | - |
| $ 352,673 | $ - |
During the year ended February 28, 2025, the Company purchased the cryptocurrency Ripple ("XRP") with a cost of $353,107. This is comprised of 85,500 XRP with an average cost per XRP of $4.13. At February 28, 2025, the fair value of XRP was $3.18 per XRP.
During the three months ended May 31, 2025, the Company purchased an additional 32,500 XRP at a cost of $115,098 or an average price of $3.54 per XRP. At May 31, 2025, the fair value of XRP was $2.99 per XRP.
6. Loan Payable
Sutton Ventures Ltd. Loans
On January 20, 2021, the Company received a $100,000 secured loan from Sutton Ventures Ltd., a significant shareholder. The loan was secured by all current and future property of the Company. As of February 28, 2025, the Company was in default and the loan became payable on demand. During the year ended February 28, 2025, the Company recognized $28,584 in interest expense related to this loan.
On June 19, 2023, the Company and Sutton Ventures Ltd. entered into an amendment to increase the secured loan amount from $100,000 to $150,000. For the year ended February 28, 2025, accretion and interest expense of $3,378 was recorded in the condensed interim consolidated statements of loss and comprehensive loss. As of February 28, 2025, the Company remained in default and the loan was payable on demand.
Subsequent to May 31, 2025, the outstanding loans to Sutton Ventures Ltd. were repaid in full.
Digital Commodities Capital Corp.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Expressed in Canadian Dollars)
For the three months ending May 31, 2025 and 2024
7. Share Capital
Authorized share capital
The authorized capital of the Company consists of unlimited common shares without par value.
Share issuances
During the three months ended May 31, 2025, the Company had no share capital transactions.
During the year ended February 28, 2025, the Company had the following share capital transactions:
-
During January 2025, the Company issued 21,986,813 units for proceeds of $1,649,011 at a price of $0.075 per unit. Each unit is comprised of one common share and one share purchase warrant which entitles the holder to acquire an additional common share at a price of $0.15 per share for a period of 24 months. The Company incurred finders' fees of $21,912 and issued 292,160 finders warrants. Each finder's warrant is exercisable into one unit of the Company at a price of $0.075 per finder unit for a period of 24 months, with each finder's unit comprised of one common share and one warrant.
-
On November 20, 2024, the Company issued 25,000,000 units for proceeds of $375,000 at a price of $0.015 per unit. Each unit is comprised of one common share and one share purchase warrant which entitles the holder to acquire an additional common share at a price of $0.10 per share until November 20, 2026. A value of $nil was assigned to these warrants, calculated using the residual value method.
-
On November 7, 2024, the Company issued 900,000 common shares as compensation to certain directors and consultants. The fair value of the common shares on the issuance date was $13,500, or $0.015 per common share.
-
On April 12, 2024, the Company issued 20,000,000 units for proceeds of $400,000 through the sale at a price of $0.02 per unit. Each unit comprised one common share and one share purchase warrant. Each warrant entitles the holder to acquire an additional common share at a price of $0.05 per share until April 12, 2026. A value of $nil was assigned to these warrants, calculated using the residual value method.
-
On March 1, 2024, the Company issued 500,000 common shares issued as compensation to Stock Ventures Inc. for advisory services. The fair value of the common shares on the issuance date was $7,500, or $0.015 per common share; however, management determined that the fair value of the services was $25,000 based on similar arrangements. The fair value of the services was recorded as $25,000.
Digital Commodities Capital Corp.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Expressed in Canadian Dollars)
For the three months ending May 31, 2025 and 2024
7. Share Capital (continued)
Stock Options
The Company has an omnibus share incentive plan, approved on November 7, 2024, which reserves an aggregate number of securities for issuance up to 10% of the number of the outstanding common shares. Under the stock option plan, stock options can be granted for a maximum term of ten years. Further, the exercise price shall not be less than the price of the Company's common shares on the date preceding the date of the grant.
The following stock option grants took place during the three months ended May 31, 2025:
- On April 11, 2025, the Company granted 1,000,000 stock options to a consultant of the Company. Each option is exercisable by the holder for one common share at an exercise price of $0.075 for a period of two years. The stock options vested immediately.
The following stock option grants took place during the year ended February 28, 2025:
- On January 22, 2025, the Company granted 8,000,000 stock options to certain directors, officers and consultants of the Company. Each option is exercisable by the holder for one common share at an exercise price of $0.12 for a period of two years.
- On January 31, 2025, the Company granted 1,000,000 stock options to certain consultants of the Company. Each option is exercisable by the holder to purchase one common share of the Company at an exercise price of $0.12 for a period of two years.
Stock option transactions are summarized as follows:
| Stock Options | Number of Options | Weighted Average Exercise Price |
|---|---|---|
| Balance outstanding and exercisable – February 29, 2024 | 1,990,000 | 0.18 |
| Granted | 9,000,000 | 0.12 |
| Forfeited | (1,040,000) | (0.19) |
| Balance outstanding and exercisable – February 28, 2025 | 9,950,000 | 0.12 |
| Granted | 1,000,000 | 0.075 |
| Forfeited | (1,000,000) | (0.12) |
| Balance outstanding and exercisable – May 31, 2025 | 9,950,000 | 0.12 |
Digital Commodities Capital Corp.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Expressed in Canadian Dollars)
For the three months ending May 31, 2025 and 2024
7. Share Capital (continued)
Stock options outstanding:
| Expiry Date | Number of Options | Weighted Average Exercise Price |
|---|---|---|
| December 14, 2026 | 250,000 | 0.20 |
| January 24, 2027 | 7,000,000 | 0.12 |
| January 31, 2027 | 1,000,000 | 0.12 |
| April 11, 2027 | 1,000,000 | 0.075 |
| February 3, 2028 | 700,000 | 0.10 |
| Balance outstanding and exercisable – May 31, 2025 | 9,950,000 | 0.12 |
The Company recognized share-based payments expense of $32,190 for options granted and vested during the three months ended May 31, 2025 (2024 - $nil).
Share-based payments expense is estimated using the following assumptions. The expected volatility assumption is based on comparable volatility of the Company's common share price on the CSE. The risk-free interest rate assumption is based on yield curves on Canadian government zero-coupon bonds with a remaining term equal to the stock options' expected life. The Company uses historical data to estimate option exercise, forfeiture, and employee termination within the valuation model. The Company has not paid and does not anticipate paying dividends on its common shares.
| Three months ended May 31, | 2025 | 2024 |
|---|---|---|
| Risk-free interest rate | 2.68% | n/a |
| Expected life of options | 2 years | n/a |
| Expected annualized volatility | 228% | n/a |
| Dividend rate | - | n/a |
| Forfeiture rate | 17% | n/a |
Digital Commodities Capital Corp.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Expressed in Canadian Dollars)
For the three months ending May 31, 2025 and 2024
7. Share Capital (continued)
Common Share Purchase Warrants
Common Share Purchase Warrant transactions are summarized as follows:
| Number of Warrants | Weighted Average Exercise Price | |
|---|---|---|
| Balance at February 29, 2024 | 9,446,667 | 0.15 |
| Granted (Note 7) | 66,986,813 | 0.10 |
| Exercised | (7,725,000) | 0.05 |
| Balance at February 29, 2025 | 68,708,480 | 0.11 |
| Granted (Note 7) | - | - |
| Balance outstanding and exercisable – May 31, 2025 | 68,708,480 | 0.11 |
Common Share Purchase Warrants outstanding as at May 31, 2025:
| Expiry Date | Number of Warrants | Weighted Average Exercise Price |
|---|---|---|
| February 2, 2026 (1) | 6,800,000 | 0.15 |
| April 12, 2026 | 12,275,000 | 0.05 |
| August 4, 2026 | 700,000 | 0.15 |
| August 25, 2026 | 1,946,667 | 0.15 |
| November 20, 2026 | 25,000,000 | 0.10 |
| January 17, 2027 | 8,417,332 | 0.15 |
| January 24, 2027 | 6,816,998 | 0.15 |
| January 29, 2027 | 6,752,483 | 0.15 |
| 68,708,480 | 0.11 |
(1) During the year ended February 28, 2025, the Company modified these warrants extending the terms for an additional twelve months.
Brokers' Warrants
Brokers' Warrant transactions are summarized as follows:
| Warrants | Number of Warrants | Weighted Average Exercise Price |
|---|---|---|
| Balance at February 29, 2024 | - | - |
| Granted (Note 7) | 292,160 | 0.075 |
| Balance outstanding and exercisable - February 28, 2025 and May 31, 2025 | 292,160 | 0.075 |
Brokers' Warrants outstanding as at May 31, 2025:
| Expiry Date | Number of Warrants | Weighted Average Exercise Price |
|---|---|---|
| January 29, 2027 | 292,160 | 0.075 |
Digital Commodities Capital Corp.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Expressed in Canadian Dollars)
For the three months ending May 31, 2025 and 2024
8. Related Party Transactions
Related parties include the directors, corporate officers, key management personnel, significant shareholders and enterprises that are controlled by these. This includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole and its subsidiaries.
During the three months ended May 31, 2025 and 2024, the Company expensed the following amounts towards related parties:
| Consulting fees | Three months ended May 31, | |
|---|---|---|
| 2025 | 2024 | |
| TJT Ventures Ltd. (Management) | $ 10,000 | $ 15,000 |
| Brayden Sutton (CEO and Director) | 45,000 | 15,000 |
| Lachlan McLeod (CFO and Corporate Secretary) | 23,400 | - |
| $ 78,400 | $ 30,000 | |
| Rent expense | Three months ended May 31, | |
| 2025 | 2024 | |
| Cybin Therapeutics Inc. | $ - | $ 5,040 |
As at May 31, 2025, the Company had $31,500 (February 28, 2025 - $17,771) due to related parties included in accounts payable and accrued liabilities. These amounts are non-interest bearing and due on demand.
During the three months ended May 31, 2025, the Company paid $nil to Zeus Capital Ltd., the employer of the former CFO and Corporate Secretary. (2024 - $17,500).
9. Capital Management
The Company's capital management policy is to maintain a strong but flexible capital structure that optimizes the cost of capital, creditor and market confidence while sustaining the future development of the business.
The Company manages its capital structure and adjusts it in light of changes in economic conditions. The Company's capital structure includes shareholders' equity. In order to maintain or adjust the capital structure, the Company may from time-to-time issue shares, seek debt financing and adjust its capital spending to manage current and working capital requirements. The Company is not subject to externally imposed capital requirements. There were no changes to the Company's approach to capital management during the three months ended May 31, 2025.
Digital Commodities Capital Corp.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Expressed in Canadian Dollars)
For the three months ending May 31, 2025 and 2024
10. Financial Instruments
Financial instruments
The Company classifies its cash, accounts payable and loan payable as amortized cost instruments. The Company considers that the carrying amount of these financial assets and liabilities measured at amortized cost to approximate their fair value due to the short-term nature of the financial instruments. Loan payable is carried at amortized cost, measured at level 3 inputs of the fair value hierarchy.
Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values. Although the Company believes its estimates of fair value are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair value.
Credit risk
Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its accounts receivable, advances and liquid financial assets, including cash. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash with reputable financial institutions. The Company considers credit risk with respect to these amounts to be low. The carrying amount of financial assets represents the maximum credit exposure.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. As at May 31, 2025, the Company had working capital of $1,384,668 (February 28, 2025 – $1,603,746). All of the Company's current liabilities are due within 90 days of May 31, 2025, or on demand.
A summary of undiscounted liabilities and future operating commitments as at May 31, 2025, are as follows:
| Total | Within 1 year | 1 – 3 years | 3 – 5 years | |
|---|---|---|---|---|
| Maturity analysis of financial liabilities | $ | $ | $ | $ |
| Accounts payable and accrued liabilities | 89,860 | 89,860 | - | - |
| Loan payable | 193,674 | 193,674 | - | - |
| 283,534 | 283,534 | - | - |
Digital Commodities Capital Corp.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Expressed in Canadian Dollars)
For the three months ending May 31, 2025 and 2024
10. Financial Instruments (continued)
Market risk
Market risk is the risk that the fair value or future cash flow of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk. The Company is not currently exposed to any significant interest rate foreign currency risk or other price risk.
11. Supplemental Cash Flow Disclosure
Cash at May 31, 2025, consists of $216,525 (February 28, 2025 - $1,014,242) in cash held at financial institutions.
| Three months ended May 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Common shares issued for services | $ - | $ 25,000 |
12. Change of Business to Investment Issuer
Effective March 18, 2025, the Company changed from a cannabis issuer to an investment issuer. As outlined in IFRS 10, the Company was required to deconsolidate its subsidiary, The BC Bud Corporation, and accounted for it as an investment on the effective date of the change in business. The Company initially fair valued the investment in The BC Bud Corporation using the share price of the Company on the effective date multiplied by the number of outstanding common shares, less any assets or liabilities that were not used in the operations of the BC Bud Corporation, as these operations were substantially all the value of Company at the effective date of the change of business.
| Fair value of outstanding sahres(1) | 5,304,912 |
|---|---|
| Less: current assets of parent | (1,471,792) |
| Plus: current liabilities of parent | 286,800 |
| Fair value of The BC Bud Corporation | 4,119,920 |
| Less: deconsolidated balances of the BC Bud Corporation | (156,908) |
| Gain on deconsolidation | 3,963,012 |
(1) Determined at 132,622,795 common shares at $0.04.
Subsequently, the Company determined the fair value of The BC Bud Corporation to be $nil when the Company performed a discounted cash flow on the investment at May 31, 2025. Therefore, a revaluation loss of $4,119,920 was recognized on the statement of loss and comprehensive loss during the three months ended May 31, 2025.
Digital Commodities Capital Corp.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Expressed in Canadian Dollars)
For the three months ending May 31, 2025 and 2024
13. Subsequent Events
The following transactions occurred subsequent to May 31, 2025:
- On June 23, 2025, the Company announced that it has completed the conversion of its XRP holdings into Bitcoin ("BTC"). Additionally on July 29, 2025, the Company announced that it acquired additional BTC, bringing the total holdings to 10.56 BTC at an average cost base of $159,803 per BTC.
- On July 14, 2025, the Company completed a non-brokered private placement of up to 16,666,665 units at a price of $0.075 per unit for aggregate gross proceeds of $2,000,000. Each unit consists of one common share and one common share purchase warrant, exercisable at a price of $0.10 per share for a period of two years. The Company paid finders fees of $13,680 in cash commission, 1,066,666 common shares of the Company and 1,249,066 finder warrants. Each finder warrant entitles the holder thereof to acquire one common share of the Company at a price of $0.10 per share for a period of two years from the date issuance.
- Subsequent to May 31, 2025, the Company issued 7,000,000 common shares on the exercise of warrants for total gross proceeds of $400,000.