Dominus Acquisitions Corp. — Interim / Quarterly Report 2023

Apr 24, 2023

DOMINUS ACQUISITIONS CORP.

CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2023 AND 2022

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED)

DOMINUS ACQUISITIONS CORP.

INTERIM STATEMENTS OF FINANCIAL POSITION

(Unaudited, Expressed in Canadian Dollars)

			As at		As at
	Note		February 28, 2023		May 31, 2022
ASSETS
Current Assets
Cash	5	$	590,193	$	618,809
GST receivable			7,286		5,463
Prepaid expenses			6,177		1,500
Total Assets		$	603,656	$	625,772
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Trade payables and accrued liabilities	6	$	28,469	$	21,836
Total Liabilities			28,469		21,836
Shareholders’ Equity
Share capital	7		697,588		697,588
Reserves	7		108,709		108,709
Deficit			(231,110)		(202,361)
			575,187		603,936
Total Liabilities and Shareholders’Equity		$	603,656	$	625,772

Description of Business and Going Concern (Note 1)

Approved on behalf of the Board of Directors

__”Kevin Ma”____ Director

__”Desmond Balakrishnan”____ Director

The accompanying notes are an integral part of these condensed interim financial statements.

DOMINUS ACQUISITIONS CORP.

INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Unaudited, Expressed in Canadian Dollars)

Note	For the Three Months Ended February 28, 2023 February 28, 2022	For the Nine Months Ended
		February 28, 2023 February 28, 2022
Operating Expenses Bank charges Corporate finance fees 7 Filing and transfer agent fees Office and administrative expenses Professional fees Share-based payments	$ 80 $ 78 $ - (2,000) 2,155 12,909 6,142 8,587 1,400 15,710 - 71,297	232 $ 236 - 8,000 6,993 30,849 12,892 8,989 8,522 21,063 - 71,297
	9,777 106,581	28,639 140,434
Other Income (Expenses) Foreign exchange loss Interest expense	- (1) (108) -	- 1 (110) -
	(108) (1)	(110) 1
Net and comprehensive loss	$ (9,885) $ (106,582)	(28,749) (140,433)
Loss per share – basic and diluted	$ (0.00) $ (0.02) $	(0.00) $ (0.03)
Weighted average common shares outstanding – basic and diluted	9,300,000 5,355,556	9,300,000 4,647,985

The accompanying notes are an integral part of these condensed interim financial statements.

DOMINUS ACQUISITIONS CORP.

INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE NINE MONTHS ENDED FEBRUARY 28, 2023

(Unaudited, Expressed in Canadian Dollars)

	Common Shares Numberofshares Amount Reserves Deficit Total
Balance at May 31, 2021 Share issuance for cash Share issuance fees Issuance of stock options Issuance of agent’s options Repurchase and cancelation of incorporation share Net loss	4,300,001 $ 285,001 $ - $ (10,176) $ 274,825 5,000,000 500,000 - - 500,000 - (50,000) - - (50,000) - - 71,297 - 71,297 (37,412) 37,412 - - (1) (1) - - (1) - - - (140,433) (140,433)
Balance at February 28, 2022 Net loss	9,300,000 697,588 108,709 (150,609) 655,688 - - - (51,752) (51,752)
Balance at May 31, 2022 Net loss	9,300,000 $ 697,588 $ 108,709 $ (202,361) $ 603,936 - - - (28,749) (28,749)
Balance at February 28, 2023	9,300,000 697,588 108,709 (231,110) 575,187

The accompanying notes are an integral part of these condensed interim financial statements.

DOMINUS ACQUISITIONS CORP.

INTERIM STATEMENTS OF CASH FLOWS

(Unaudited, Expressed in Canadian Dollars)

	For the Nine Months Ended
	February28,2021 February28,2022
Operating Activities Net loss Items not affecting cash from operations: Share-based payments Changes in non-cash working capital items: GST receivable Prepaid expenses Receivable from related parties Trade payables and accrued liabilities	$ (28,749) $ (140,433) - 71,297 (1,823) (4,590) (4,677) - - 1 6,633 17,577
Cash flows used in operating activities	(28,616) (56,148)
Financing Activities Issuance of shares, net Repurchase of incorporation share	- 450,000 - (1)
Cash Flows used in financing activities	- 449,999
Net Change in Cash Cash–Beginning	(28,616) 393,851 618,809 284,923
Cash–Ending	$ 590,193 $ 678,774

The accompanying notes are an integral part of these financial statements.

DOMINUS ACQUISITIONS CORP. NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2023 AND 2022 (Unaudited, Expressed in Canadian Dollars)

1. Description of Business and Going Concern

Dominus Acquisitions Corp. (the “Company”) was incorporated under the laws of British Columbia on December 15, 2020. The Company’s primary business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Company is classified as a Capital Pool Company (“CPC”) as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange"). 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 purpose of such an acquisition is to satisfy the related conditions of a qualifying transaction under the Exchange rules.

The registered and records office is Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7.

Continuance of Operations

These interim condensed financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation.

The Company’s interim condensed financial statements as at February 28, 2023 have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company has a net loss of $28,749 for the nine months ended February 28, 2023 (February 28, 2022 – $140,433) and has a working capital of $575,187 (May 31, 2022 - $603,936).

The Company had cash of $590,193 at February 28, 2023 (May 31, 2022 - $618,809), but management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. If the Company is unable to raise additional capital in the future, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. Management is aware, in making its assessment, of material uncertainties related to events or conditions that may cast significant doubt upon the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2. Statement of Compliance and Basis of Preparation

These condensed interim financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of these interim financial statements, including International Accounting Standard (“IAS”) 34 – Interim Financial Reporting.

These condensed interim financial statements do not include all of the information required for full IFRS financial statements and therefore should be read in conjunction with the Company’s most recent annual financial statements for the year ended May 31, 2022, which were prepared in accordance with IFRS as issued by IASB.

The accounting policies and methods of application applied by the Company in these condensed interim financial statements are the same as those applied in the Company’s most recent audited financial statements for the year ended May 31, 2022.

DOMINUS ACQUISITIONS CORP. NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2023 AND 2022 (Unaudited, Expressed in Canadian Dollars)

2. Statement of Compliance and Basis of Preparation (continued)

The preparation of financial statements in conformity with IFRS also requires management to make estimates and judgments that may have a significant impact on these condensed interim financial statements. Estimates are continuously evaluated and are based on management’s experience and expectations of future estimates. The critical accounting judgments and estimates were presented in the Company’s most recent audited financial statements for the year ended May 31, 2022 and are the same as those applied for the nine-month period ending February 28, 2023.

The financial statements were approved and authorized for issuance by the Board of Directors on April 24, 2023.

These financial statements have been prepared on a historical cost basis, modified where applicable. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information.

The functional and presentation currency of the Company is the Canadian dollar.

3. Significant Accounting Judgments and Estimates

The preparation of the Company’s financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the consolidated financial statements and reported amounts of income and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

Areas requiring a significant degree of estimation and judgment relate to measurement of deferred tax assets and liabilities, measurement of share-based payments and ability to continue as a going concern. Actual results may differ from these estimates and judgments.

Critical Judgments

The following are critical judgments that management has made in the process of applying policies that have the most significant effect on the amount recognized in the financial statements:

Going Concern

The assessment of the Company’s ability to continue as a going concern involves critical judgment based on historical experience. Significant judgements are used in the Company’s assessment of its ability to continue as a going concern which is described in Note 1.

4. Cash

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used to cover prescribed costs of issuing common shares or administrative and general expenses of the Company. These restrictions may apply until completion of a Qualifying Transaction by the Company as defined under the policies of the Exchange.

DOMINUS ACQUISITIONS CORP. NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2023 AND 2022 (Unaudited, Expressed in Canadian Dollars)

5. Trade Payables and Accrued Liabilities

		February 28, 2023		May 31, 2022
Trade payables	$	26,913	$	13,736
Accrued liabilities		1,556		8,100
	$	28,469	$	21,836

6. Share Capital

(a) Authorized Share Capital

The Company is authorized to issue an unlimited number of common shares without par value.

(b) Escrow Shares

In connection with the Company’s Initial Public Offering (“IPO”) completed during the year ended May 31, 2022, the Company entered into an Escrow Agreement whereby 4,200,000 common shares were held in escrow and are scheduled for release in accordance with the terms of the Escrow Agreement. As at May 31, 2022, there were 4,200,000 common shares held in escrow.

(c) Issued Share Capital

In April 2021, the Company issued 2,900,000 common shares at a price of $0.05 for gross proceeds of $145,000.

In May 2021, the Company issued 1,400,000 common shares at a price of $0.10 for gross proceeds of $140,000.

In June 2021, the Company repurchased and cancelled the one incorporation share.

In February 2022, the Company issued 5,000,000 common shares at a price of $0.10 during its initial public offering (“IPO”) for gross proceeds of $500,000. In addition, the Company compensated its Agent as follows: (1) $50,000 cash commission, (2) $8,400 corporate finance fee (inclusive of applicable taxes), and (3) a nontransferable option to purchase up to 500,000 shares at a price of $0.10, exercisable for a period of 5 years form the closing date of the IPO.

The proceeds raised from the issuance of Founders’ Shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that $3,000 per month may be used to cover administrative and general expenses of the Company. These restrictions may apply until completion of Qualifying Transaction by the Company as defined under the policies of the Exchange.

DOMINUS ACQUISITIONS CORP. NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2023 AND 2022 (Unaudited, Expressed in Canadian Dollars)

6. Share Capital (continued)

(d) Stock Options

The Company adopted a stock option plan (the “Plan”) whereby it can grant stock options to directors, officers, employees, and consultants of the Company. The maximum number of shares that may be reserved for issuance under the Plan is subject to the restrictions imposed under applicable securities laws.

The changes in stock options are summarized as follows:

							Weighted	Number of Shares Issued or
							Average	Issuable on Exercise
							Exercise Price
Balance, at May	31,	2021				$	-	-
Granted							0.10	1,295,000
Balance, atMay	31,	2022	andFebruary	28,	2023	$	0.10	1,295,000

In February 2022, the Company granted 795,000 options to certain directors of the Company. These options may be exercised with 10 years from the date of grant at a price of $0.10 per share and are vested immediately. The grant date fair value of the options was $71,296, estimated using the Black-Scholes Option Pricing Model assuming a risk-free interest rate of 1.95% per annum, an expected life of options of 10 years, an expected volatility of 100% and no expected dividends.

Also in February 2022, the Company granted the agent of its IPO 500,000 options at a price of $0.10 per share and exercisable for a period of 5 years from the date of grant. The grant date fair value of the options was $37,412, estimated using the Black-Scholes Option Pricing Model assuming a risk-free interest rate of 1.80% per annum, an expected life of options of 5 years, an expected volatility of 100% and no expected dividends. Also see Note 6(b) above.

Stock options outstanding and exercisable on February 28, 2023 and May 31, 2022 are summarized as follows:

February 28, 2023

Exercise Price	Outstanding Number of Shares Issuable on Exercise Weighted Average Remaining Life (Years)	Exercisable
		Number of Shares Issuable on Exercise Weighted Average Remaining Life (Years)
$ 0.10	1,295,000 7.24	1,295,000 7.24
May31, 2022
Exercise Price	Outstanding Number of Shares Issuable on Exercise Weighted Average Remaining Life (Years)	Exercisable
		Number of Shares Issuable on Exercise Weighted Average Remaining Life (Years)
$ 0.10	1,295,000 7.74	1,295,000 7.74

DOMINUS ACQUISITIONS CORP. NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2023 AND 2022 (Unaudited, Expressed in Canadian Dollars)

7. Related Party Transactions

Key management personnel include the Company’s Board of Directors and members of senior management. The Company’s related parties include key management personnel, and companies related by way of directors or shareholders in common. Transactions with related parties for goods and services are made on normal commercial terms.

During the three and nine months ended February 28, 2023, the Company did not have any related party transactions (February 28, 2022 - $71,297 and $71,297 respectively).

8. Financial Instruments

Financial Assets and Liabilities

Information regarding the Company’s financial assets and liabilities as at February 28, 2023 and May 31, 2022 is summarized as follows:

			February 28, 2023		May 31, 2022
Financial Assets
FVTPL
Cash	$		590,193	$	618,809
Amortised Cost
GST receivable			7,286		5,463
			February28,2023		May 31,2022
Financial Liabilities
Amortized Cost
Trade payables and accrued liabilities		$	28,469	$	21,836

The fair value of financial assets and financial liabilities at amortized cost is determined in accordance with generally accepted pricing models based on discounted cash flow analysis or using prices from observable current market transactions. The Company considers that the carrying amount of all its financial assets and financial liabilities recognized at amortized cost in the financial statements approximates their fair value due to the demand nature or short-term maturity of these instruments.

The following table provides an analysis of the Company’s financial instruments that are measured subsequent to initial recognition at fair value, grouped into Level 1 to 3 based on the degree to which the inputs used to determine the fair value are observable.

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; Level 3 fair value measurements are those derived from inputs that are unobservable inputs for the asset or liability.

Cash is classified as Level 1. The carrying balance of GST receivable and trade payables approximate their fair value due to their short-term nature.

DOMINUS ACQUISITIONS CORP. NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2023 AND 2022 (Unaudited, Expressed in Canadian Dollars)

8. Financial Instruments (continued)

Financial Instrument Risk Exposure

The Company’s financial instruments expose it to a variety of financial risk: market risk (including price risk and interest rate risk), credit risk and liquidity risk. These risks arise from the normal course of operations and all transactions are undertaken to support those operations. Risk management is carried out by management under policies approved by the Board of Directors. Management identifies and evaluates the financial risks in cooperation with the Company’s operating units.

The Company’s overall risk management program seeks to minimize potential effects on the Company’s financial performance, in the context of its general capital management objectives.

Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is in its cash. The Company manages credit risk on liquid financial assets through maintaining its cash with high quality financial institutions.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support its normal operating requirements. The Company coordinates this planning and budgeting process with its financing activities through the capital management process.

Liquidity Risk (Continued)

The Company’s ongoing liquidity is impacted by various external events and conditions. The Company expects to repay its financial liabilities in the normal course of operations and to fund future operations and capital requirements through operating cash flows, as well as future equity and debt financing. As at February 28, 2023, the Company had a cash balance of $590,193 to settle current liabilities of $28,469. The Company’s financial liabilities include trade payables which have contractual maturities of 30 days or are due on demand.

9. Management of Capital

The Company’s primary objectives in capital management are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and to maintain sufficient funds for evaluation of businesses and assets. Capital is comprised of the Company’s shareholders’ equity. The Company manages its capital structure to maximize its financial flexibility making adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. To maintain or adjust its capital structure, the Company may attempt to issue new shares, issue debt, acquire or dispose of assets or adjust the amount of cash.

While the Company is a CPC it is subject to externally imposed capital requirements under the policies and regulation of the Exchange applicable to CPC entities. In summary, the Company is required to use its available funds to identify and complete a Qualifying Transaction and fund reasonable general and administrative costs, including costs related to the initial public offering of the CPC. There are prohibitions under the policies and regulation of the Exchange to use available funds for payments to non-arm’s length parties in the form of compensation such as salaries, consulting fees and bonuses.