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Evolution Global Frontier Ventures Corp. — Interim / Quarterly Report 2025
May 28, 2025
47915_rns_2025-05-28_63a11472-e419-4d14-83bf-2a928afe2a67.pdf
Interim / Quarterly Report
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1
EVOLUTION GLOBAL FRONTIER VENTURES CORP.
FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE PERIOD ENDED MARCH 31, 2025 AND 2024
Unaudited – Prepared by Management
(Expressed in Canadian Dollars)
2
NOTICE OF NO AUDITOR REVIEW OF THE CONDENSED INTERIM FINANCIAL STATEMENTS
The accompanying condensed interim financial statements of Evolution Global Frontier Ventures Corp. as at March 31, 2025, have been prepared by the management of the Company and approved by the Company’s Audit Committee.
Under National Instrument 51-102, Part 4, subsection 4.2(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements.
The accompanying condensed 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 financial statements in accordance with the standards established by CPA Canada for a review of the condensed interim financial statements by an entity’s auditor.
EVOLUTION GLOBAL FRONTIER VENTURES CORP.
INTERIM STATEMENTS OF FINANCIAL POSITION
(Unaudited - Expressed in Canadian Dollars)
| As at, | March 31, 2025 | September 30, 2024 (Audited) |
|---|---|---|
| $ | $ | |
| ASSETS | ||
| Current | ||
| Cash | 202 | 488 |
| GST receivable | 3,400 | 1,765 |
| Prepaid Expense | - | 1,278 |
| TOTAL ASSETS | 3,602 | 3,531 |
| LIABILITIES AND SHAREHOLDERS’ DEFICIENCY | ||
| Current | ||
| Accounts payable and accrued liabilities | ||
| (Notes 5 and 7) | 44,160 | 36,238 |
| Deposit | - | - |
| Short term loans payable (Note 6) | 63,527 | 42,928 |
| Total current liabilities | 107,687 | 79,166 |
| Long term loans payable (Notes 6) | 188,732 | 176,056 |
| Total liabilities | 296,419 | 255,222 |
| Shareholders’ deficiency | ||
| Share capital (Note 8) | 318,029 | 318,029 |
| Contributed surplus (Notes 8) | 37,947 | 37,947 |
| Deficit | (648,794) | (607,667) |
| Total shareholders’ deficiency | (292,818) | (251,691) |
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIENCY | 3,602 | 3,531 |
Nature and continuance of operations (Note 1)
Proposed transactions (Note 12)
Approved and authorized by the Board on May 28, 2025:
"Paul Haber" Director
Paul Haber
The accompanying notes are an integral part of these financial statements.
EVOLUTION GLOBAL FRONTIER VENTURES CORP.
STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
For the periods ended March 31, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| March 31, 2025 | March 31, 2024 | March 31, 2025 | March 31, 2024 | |
| EXPENSES | ||||
| Consulting fees | $ 0 | $ 0 | $ 0 | $ 0 |
| Exploration expenses (recovery) | 0 | 0 | 0 | 0 |
| Foreign exchange loss (gain) | 8 | (58) | (3) | (52) |
| General and office administration | 285 | 201 | 564 | 421 |
| Interest expense | 6,307 | 5,889 | 12,676 | 11,385 |
| Management fees | 1,000 | 32,000 | 1,000 | 32,000 |
| Professional fees | 18,301 | 9,464 | 18,301 | 10,464 |
| Registration, filing and transfer agent fees | 4,603 | 8,050 | 8,588 | 12,465 |
| Loss for the period before other items | (30,504) | (55,546) | (41,126) | (66,682) |
| Other items: | ||||
| Other income (Note 10) | - | 952 | - | 952 |
| Gain (loss) on spin-out of subsidiaries (Note 9) | - | - | - | - |
| Net loss and comprehensive loss for the period | $ (30,504) | $ (54,594) | $ (41,126) | $ (65,730) |
| Basic and diluted loss per common share | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) |
| Weighted average number of common shares outstanding | 13,650,000 | 13,707,123 | 13,650,000 | 13,707,123 |
The accompanying notes are an integral part of these financial statements.
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EVOLUTION GLOBAL FRONTIER VENTURES CORP.
STATEMENTS OF CASH FLOWS
For the periods ended March 31, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)
| Period ended, | March 31
2025 | March 31
2024 |
| --- | --- | --- |
| CASH FLOWS FROM OPERATING ACTIVITIES | | |
| Loss for the period | $ (41,126) | $ (65,730) |
| Interest expense on loan | 12,676 | 11,385 |
| Gain on spin-out of subsidiaries | - | - |
| Shares to be returned to shareholders | - | - |
| Changes in non-cash working capital items: | | |
| Prepaid expenses / Deposits / Deferred Revenues | 1,278 | (193,950) |
| GST receivable | (1,276) | (5,193) |
| Accounts payable and accrued liabilities | 7,561 | 38,301 |
| Net cash used in operating activities | (20,887) | (215,187) |
| CASH FLOWS FROM FINANCING ACTIVITIES | | |
| Funds received in advance for spin-out of subsidiaries | - | - |
| Loans payable | 20,600 | 208,134 |
| Repayment of loan | - | (169,478) |
| Net cash provided by (used in) financing activities | 20,600 | 38,656 |
| Change in cash for the period | (287) | (176,531) |
| Cash, beginning of period | 489 | 176,685 |
| Cash, end of period | $ 202 | $ 154 |
| Cash paid during the period for interest | $ - | $ - |
| Cash paid during the period for income taxes | $ - | $ - |
The accompanying notes are an integral part of these financial statements.
5
EVOLUTION GLOBAL FRONTIER VENTURES CORP.
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)
For the periods ended March 31, 2025 and 2024
(Expressed in Canadian Dollars)
| Share Capital | |||||
|---|---|---|---|---|---|
| Number | Amount $ | Contributed Surplus $ | Deficit $ | Total $ | |
| Balance at September 30, 2023 | 13,650,000 | 318,029 | 37,947 | (569,962) | (213,986) |
| Loss for the period | - | - | - | (65,730) | (65,730) |
| Balance at March 31, 2024 | 13,650,000 | 318,029 | 37,947 | (635,692) | (279,716) |
| Balance at September 30, 2024 | 13,650,000 | 318,029 | 37,947 | (648,794) | (292,818) |
| Loss for the period | - | - | - | (41,126) | (41,126) |
| Balance at March 31, 2025 | 13,650,000 | 318,029 | 37,947 | (689,920) | (333,944) |
The accompanying notes are an integral part of these financial statements.
EVOLUTION GLOBAL FRONTIER VENTURES CORP.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED March 31, 2025 AND 2024
1. NATURE AND CONTINUANCE OF OPERATIONS
Evolution Global Frontier Ventures Corp. (the “Company”) was incorporated on October 13, 2016 under the Business Corporations Act, (British Columbia) as Ascension Exploration Inc. On June 8, 2020, the Company changed its name to Evolution Global Frontier Ventures Corp. The Company is engaged in the acquisition, exploration and development of mineral resource properties located in Canada.
The Company’s head office and records office is located at 5728 East Boulevard, Vancouver, British Columbia, Canada, V6M 4M4.
The recovery of the amounts comprising mineral properties is dependent upon the confirmation of economically recoverable reserves, the ability of the Company to obtain necessary financing to successfully complete their exploration and development, and upon future profitable production.
These financial statements have been prepared by management 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 for the foreseeable future. At March 31, 2025, the Company had not yet achieved profitable operations, had accumulated losses of $648,794 (March 31, 2024 - $635,693) since its inception, and expects to incur further losses in the development of its business, all of which casts significant doubt about the Company’s ability to continue as a going concern. A number of alternatives including, but not limited to selling any interest in any assets or completing a financing, are being evaluated with the objective of funding ongoing activities and obtaining working capital. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due.
The interim financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
2. BASIS OF PREPARATION
Statement of Compliance
These condensed interim financial statements, including comparatives, have been prepared in accordance with International Accounts Standards ("IAS") 34, "Interim Financial Reporting" using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and Interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").
Basis of Presentation
The interim financial statements have been prepared on a historical cost basis except for certain financial assets measured at fair value. All dollar amounts presented are in Canadian Dollars unless otherwise specified.
These condensed interim financial statements should be read in conjunction with the audited financial statements of the Company as at and for the year ended September 30, 2024.
The condensed interim financial statements have been prepared using accounting policies consistent with those used in the Company's 2024 audited financial statements.
The condensed interim financial statements have been prepared on a historical cost basis, except for certain financial instruments classified at fair value through profit or loss which are stated at their fair value. In addition, these condensed interim financial statements have been prepared using the accrual basis of accounting.
EVOLUTION GLOBAL FRONTIER VENTURES CORP.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED March 31, 2025 AND 2024
2. BASIS OF PREPARATION (CONT'D)
The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The areas involving a higher degree of judgment of complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.
3. SIGNIFICANT ACCOUNTING POLICIES
Foreign exchange
The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The functional currency of the Company is the Canadian Dollar. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates.
Transactions in currencies other than the Canadian Dollar are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the period end exchange rate while non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in comprehensive loss.
ESTIMATES, ASSUMPTIONS AND JUDGEMENTS
The preparation of the condensed interim financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The condensed interim financial statements include estimates which, by their nature, are uncertain. The impact of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Information about critical judgments in applying accounting policies and sources of estimation uncertainty that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the condensed interim financial statements within the next financial year are the same as those that applied to the Company's 2024 annual financial statements.
4. MINERAL PROPERTY
Quesnel Terrane Property
On December 10, 2021 and amended on December 10, 2022 (the "Effective Date"), the Company entered into an option agreement where the Company can acquire 100% of the registered and beneficial interest in certain mining claims located in the Omineca Mining Division, within the Quesnel Terrane, in the north central interior of the Province of British Columbia.
The terms of the option agreement were:
a) Total payments of $800,000* in combination of cash and shares (or all in cash if requested by the vendor) to the vendor:
(i) $20,000 within 180 days of the Effective Date;
(ii) $50,000 on or before the first anniversary of the Effective Date;
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EVOLUTION GLOBAL FRONTIER VENTURES CORP.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED March 31, 2025 AND 2024
(iii) $110,000 on or before secondary anniversary of Effective Date;
(iv) $220,000 on or before third anniversary of Effective Date; and
(v) $400,000 on or before fourth anniversary of Effective Date.
- A minimum of 25% of the total payments must be made in cash, and 75% in cash-equivalent common shares of the Company. At the option of the optionor, the minimum 25% payment can be made in common shares, resulting in a total of 100% payments made in common shares of the Company.
** The $20,000 payment has been extended until September 30, 2023 and all subsequent payments are to begin immediately afterwards beginning December 10, 2023 as the first anniversary date for the next $50,000 payment, and all other payments following on the anniversary date thereafter.
b) Incurring the exploration expenditures equal to the cost of the phase 1 work program recommended in a NI 43-101 technical report.
The Company would pay a 2% NSR to the vendor after the Company has been in commercial production for at least 30 consecutive days.
As at March 31, 2025 and September 30, 2024, the Company was in default on the property under the terms of the option agreement as the Company did not meet any of the property payment dues. The Company is negotiating with the owner of the property to extend the timelines for the property payments that were due.
5. ACCOUNTS PAYABLES AND ACCRUED LIABILITIES
The Company’s accounts payable and accrued liabilities are as follows:
| March 31, 2025 | September 30, 2024 | |
|---|---|---|
| $ | $ | |
| Trade payables | 30,298 | 22,738 |
| Accruals | 13,500 | 13,500 |
| Total | 43,798 | 36,238 |
6. LOANS PAYABLE
Short-term loans payable
| Balance, September 30, 2021 | $89,107 |
|---|---|
| Additions | 38,000 |
| Accretion and interest | 8,797 |
| Balance, September 30, 2022 | 135,904 |
| Additions | 45,100 |
| Repayments | (2,500) |
| Accretion and interest | 5,574 |
| Balance, September 30, 2023 | 184,078 |
| Additions | 32,244 |
| Repayments | (173,394) |
| Balance, September 30, 2024 | 42,928 |
| Additions | 20,600 |
| Repayments (Rounding) | -1 |
| Balance, March 31, 2025 | 63,527 |
On June 30, 2020, the Company entered a settlement agreement with the Company’s former corporate secretary and converted accounts payable of $100,000 into a $100,000 Loan. The Loan bears simple interest of 10% and has an 18-month term. No interest payments are due until the term of the loan. The Loan was accounted for at amortized
EVOLUTION GLOBAL FRONTIER VENTURES CORP.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED March 31, 2025 AND 2024
6. LOANS PAYABLE (CONT'D)
cost using the effective interest rate method with the effective interest rate of 15% per annum. The Loan was recorded at amortised cost of $93,478, with a contributed surplus of $6,522. The Loan matured on December 31, 2021 and subsequently became due on demand. The Company and the Lender agreed for the principal balance of the loan is to become due from the date of the maturity and would carry interest at a rate of 10% interest upon demand with no terms of repayment. On June 30, 2023, the parties agreed The Loan would become non-interest bearing upon demand with no terms of repayment. During the year ended September 30, 2023, the Company recorded accretion and interest of $5,574 and made repayments of $Nil on the loan payable. As at September 30, 2023, the balance of the loan was $98,478. The loan was repaid in full during the year ended September 30, 2024.
During the year ended September 30, 2023, the Company received loans of $45,100 from and repaid $2,500 to the Company's former secretary. The loans are payable on demand with no interest and no terms of repayment. As at September 30, 2023, the loan amounts of $85,600 were outstanding. During the year ended September 30, 2024, the Company received loans of $Nil and repaid $74,916. As at September 30, 2024, the loan amounts of $10,684 were outstanding. As at March 31, 2025, the loan amounts of $10,684 remain outstanding..
During the year ended September 30, 2024, the Company received loans of $32,244 (2023 - $Nil) from 2757953 ONTARIO INC.(FASTER). The loans are payable on demand with no interest and no terms of repayment. As at September 30, 2024, the loan amounts of $32,244 were outstanding.
During the period ended March 31, 2025, the Company received a loan from FASTER for $20,600. The loan is payable on demand with no interest and no terms of repayment. As at March 31, 2025, the loan amounts of $63,527 were outstanding.
Long-term loans payable
During the year ended September 30, 2024, the Company entered into a new promissory loan note with 2757953 ONTARIO INC.(FASTER) (Note 12). The terms of the promissory loan note of $192,950, are that it is a three-year term with an effective date of October 4, 2023, with interest calculated at 8% per annum beginning six months after the effective date of the loan. The note was accounted for at amortized cost using the effective interest rate method with the effective interest rate of 15% per annum. The note was recorded at amortized cost of $152,252, with a gain of $40,698 on a long-term loan that was recorded in the statement of loss for the year ended September 30, 2024. During the year ended September 30, 2024, the Company recorded accretion and interest of $23,804 on the long-term loan payable. As at September 30, 2024, the carrying value of the note was $176,056, which was classified as non-current liabilities on the statement of financial position.
During the period ended March 31, 2025, the Company recorded accretion and interest of $36,480 and with the recorded amortized cost of $152,252 the carrying value of the note was $196,411, which was classified as non-current liabilities (long-term notes payable) on the statement of financial position.
7. RELATED PARTY TRANSACTIONS
The Company entered into the following transactions with related parties:
As at March 31, 2025, the Company owed $Nil (September 30, 2024 - $1,000) to directors and officers which is included in accounts payable and accrued liabilities (Note 5), the breakdown is as follows:
| March 31, 2025 | September 30, 2024 | |
|---|---|---|
| $ | $ | |
| Chief Executive Officer (“CEO”) | - | - |
| Former Chief Financial Officer (“CFO”) | - | 1,000 |
| Total | - | 1,000 |
EVOLUTION GLOBAL FRONTIER VENTURES CORP.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED March 31, 2025 AND 2024
7. RELATED PARTY TRANSACTIONS (CONT'D)
The Company owed loans as at March 31, 2025 and at September 30, 2024 totaling $10,684 to the former corporate secretary (see Note 6).
The following table lists the compensation costs accrued or paid directly or to companies controlled by key management personnel for the year ended March 31, 2025 and September 30, 2024.
| March 31, 2025 $ | September 30, 2024 $ | |
|---|---|---|
| Management fees paid/accrued to the Chief Executive Officer | - | - |
| Consulting fees paid/accrued to the Former Chief Financial Officer | - | 5,000 |
| Total | - | 5,000 |
All related party transactions are in the normal course of operations and have been measured at the agreed to amount, which is the amount of consideration established and agreed to by the related parties. No additional fees from the current CEO or current CFO have been accrued or paid, for the period in an effort to conserve cash.
8. SHARE CAPITAL AND CONTRIBUTED SURPLUS
a) Authorized share capital
As at March 31, 2025, the authorized share capital of the Company is an unlimited number of common shares without par value. All issued shares, consisting only of common shares are fully paid.
b) Issued share capital:
For the period ended March 31, 2025:
The Company has 13,650,000 shares outstanding, and did not issue any shares of the Company nor conducted any capital transactions.
On April 12, 2023, 600,000 common shares of the Company were returned to treasury for $4. The difference of $13,975 between the book value of $13,979 and a payment of $4 for the shares was allocated to contributed surplus during the year ended September 30, 2023.
The Company had no outstanding stock options and warrants as at March 31, 2025 and September 30, 2024.
9. SEGMENTED INFORMATION
The Company operates in one reportable operating segment, being the acquisition and exploration of mineral properties in Canada. As the operations comprise a single reporting segment, amounts disclosed also represent segment amounts.
10. FINANCIAL AND CAPITAL RISK MANAGEMENT
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.
The Company enters into financial instruments to finance its operations in the normal course of business. The fair values of cash, receivable, accounts payable, deposit and loans payable approximate their carrying values due to the short-term maturity of these instruments.
EVOLUTION GLOBAL FRONTIER VENTURES CORP.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED March 31, 2025 AND 2024
10. FINANCIAL AND CAPITAL RISK MANAGEMENT (CONT'D)
The fair value of the Company’s financial instruments has been classified within the fair value hierarchy as at September 30, 2024 as follows:
| September 30, 2024 | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Financial Assets | ||||
| Cash | $ 488 | - | - | $ 488 |
| $ 488 | - | - | $ 488 |
The fair value of the Company’s financial instruments has been classified within the fair value hierarchy as at March 31, 2025 as follows:
| March 31, 2025 | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Financial Assets | ||||
| Cash | $ 202 | - | - | $ 202 |
| $ 202 | - | - | $ 202 |
The Company is exposed to varying degrees to a variety of financial instrument related risks:
Foreign exchange risk
The Company's functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars. Management believes the foreign exchange risk derived from currency conversions is negligible. The foreign exchange risk is therefore manageable and not significant. The Company does not currently use any derivative instruments to reduce its exposure to fluctuations in foreign exchange rates.
Credit risk
The Company’s cash is largely held in large Canadian financial institutions. The Company does not have any asset-backed commercial paper. The Company maintains cash deposits with Schedule A financial institution, which from time to time may exceed federally insured limits. The Company has not experienced any significant credit losses and believes it is not exposed to any significant credit risk.
Interest rate risk
Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not hold any financial liabilities with variable interest rates. The Company does maintain bank accounts which earn interest at variable rates but it does not believe it is currently subject to any significant interest rate risk.
Liquidity risk
The Company’s ability to continue as a going concern is dependent on management’s ability to raise required funding through future equity issuances and through short-term borrowing. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments.
Price risk
The ability of the Company to explore its mineral properties and the future profitability of the Company are directly related to the market price of precious metals. The Company monitors precious metals prices to determine the appropriate course of action to be taken by the Company.
EVOLUTION GLOBAL FRONTIER VENTURES CORP.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED March 31, 2025 AND 2024
10. FINANCIAL AND CAPITAL RISK MANAGEMENT (CONT'D)
Capital management
The Company defines its capital as shareholders’ equity. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition and exploration and development of mineral properties. The Board of Directors do not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The properties in which the Company currently has an interest are in the exploration stage. As such, the Company has historically relied on the equity markets to fund its activities. In addition, the Company is dependent upon external financings to fund activities. In order to carry out planned exploration and pay for administrative costs, the Company will need to raise additional funds. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
11. PROPOSED TRANSCTIONS
The Company had entered into a non-binding letter of intent dated September 14, 2023 (the “LOI”) with 2757953 Ontario Inc. (DBA Faster) (“Faster”) setting out the initial proposed terms and conditions pursuant to which the Company and Faster expect to effect a business combination that will result in a reverse takeover of the Company by the shareholders of Faster (the “Proposed Transaction”), subject to the Company and Faster entering into a definitive agreement on terms substantively similar to the terms set out in the LOI (a “Definitive Agreement”). The entity resulting from the Proposed Transaction will continue to carry on the business of Faster.
The Company had entered into a promissory note, effective October 4, 2023, in favour of Faster (the “Note”) in the principal amount of $192,950 (the “Principal Amount”) (Note 4). The Note will bear interest at a rate of 8.0% per annum, calculated monthly and commencing on the date that is 6 months from the effective date of the Note, October 4, 2023. The Principal Amount, along with all outstanding and accrued interest, shall become due and payable on the date that is 36 months from the date of the Note (the “Maturity Date”). Pursuant to the terms of the Note, the Maturity Date shall be immediately accelerated and become due and payable within 90 days in the event the LOI is terminated prior to the Definitive Agreement being entered into. During the previous year ended September 30, 2023, the deposit of $192,950 was received from Faster for the Loan Note Payable.
Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, the financing of Faster’s equity securities, satisfactory completion of due diligence, the parties entering into the Definitive Agreement on terms acceptable to the parties and the Company and Faster obtaining all requisite approvals from their respective boards, shareholders and the Canadian Securities Exchange, as applicable. There can be no assurance that the Proposed Transaction will be completed as currently contemplated, or at all.
The LOI was terminated on May 15, 2025.
12. SUBSEQUENT EVENTS
The LOI with 2757953 Ontario Inc. (DBA Faster) was terminated on May 15, 2025.