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Mene Inc. — Audit Report / Information 2025
Apr 20, 2026
47711_rns_2026-04-20_06282fc8-19ea-4101-9271-8323544e39d6.pdf
Audit Report / Information
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C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
For the Years Ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
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Independent Auditor’s Report
To the Shareholders of Mene Inc.
Opinion
We have audited the consolidated financial statements of Mene Inc. and its subsidiary (the “Company”), which comprise the consolidated statements of financial position as at December 31, 2025 and 2024 and the consolidated statements of operations and comprehensive income (loss), consolidated statements of cash flows and consolidated statements of changes in shareholders’ equity for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”).
Basis for opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined that there were no key audit matters to communicate in our report.
Other information
Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis.
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Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risks of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Plan and perform the audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the work performed for purposes of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner of the audit resulting in this independent auditor’s report is Soheil Talebi.
McGovern Hurley LLP
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Chartered Professional Accountants Licensed Public Accountants
Toronto, Ontario
April 17, 2026
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C O N S O L I D A T E D S T A T E M E N T S O F F I N A N C I A L P O S I T I O N
(Expressed in Canadian Dollars)
| Note December 31, 2025 December 31, 2024 |
|
|---|---|
| Assets | |
| Cash | $ 10,370,967 $ 7,394,120 |
| Trade and other receivables | 5 402,485 536,317 |
| Inventory | 6,16 9,906,448 11,078,364 |
| Short-term investments | 7 157,060 178,279 |
| Prepaid and other assets | 55,142 50,020 |
| Total current assets | 20,892,102 19,237,100 |
| Propertyand equipment | 8 562,090 750,840 |
| Right-of-use asset | 10 495,890 656,410 |
| Intangible assets | 9 248,912 404,918 |
| Total assets | $ 22,198,994 $ 21,049,268 |
| Equity and Liabilities | |
| Liabilities | |
| Accountspayable and accrued liabilities | 16 $1,451,179 $1,560,131 |
| Deferred revenue | 1,111,884 993,892 |
| Currentportion of lease liabilities | 10 129,645 161,524 |
| Total current liabilities | 2,692,708 2,715,547 |
| Lease liabilities | 10 444,222 563,772 |
| Total liabilities | 3,136,930 3,279,319 |
| Shareholders’ Equity | |
| Share capital | 11 $32,497,937 $32,298,115 |
| Contributed surplus | 12 8,394,034 7,680,964 |
| Accumulated other comprehensive income | 44,025 715,634 |
| Deficit | (21,873,932) (22,924,764) |
| Total shareholders’ equity | 19,062,064 17,769,949 |
| Total shareholders’ equity and liabilities | $ 22,198,994 $ 21,049,268 |
The accompanying notes are an integral part of these consolidated financial statements.
Approved on behalf of the Board:
“Roy Sebag”, Director
“Andres Finkielsztain”, Director
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C O N S O L I D A T E D S T A T E M E N T S O F O P E R A T I O N S A N D C O M P R E H E N S I V E I N C O M E ( L O S S )
(Expressed in Canadian Dollars)
| Note December 31, 2025 December 31, 2024 |
|
|---|---|
| Revenue | $ 28,595,392 $ 25,799,786 |
| Cost of Sales | 6,16 (19,777,770) (18,331,930) |
| Gross Profit | 8,817,622 7,467,856 |
| Operating Expenses | |
| Advertisingandpromotion | $ 1,464,419 $ 1,081,296 |
| Personnel related expenses | 16 2,624,205 2,355,049 |
| Professional fees | 323,841 382,994 |
| Distribution centre andprocessing | 1,776,664 2,377,905 |
| Stock-based compensation | 12,16 985,158 1,877,934 |
| General and administrative | 394,117 323,640 |
| Foreign exchange loss (gain) | 9,737 (265) |
| Technologyand development costs | 130,852 139,541 |
| Depreciation and amortization | 8,9,10 238,912 211,460 |
| Total operating expenses | 7,947,905 8,749,554 |
| Operating income (loss) for theyear | $ 869,717 $ (1,281,698) |
| Interest income | 228,043 308,233 |
| Interest and accretion expense | 10 (46,928) (163,426) |
| Gain on inventorysale agreement | 6 – 142,958 |
| Net income (loss) before income taxes | 1,050,832 (993,933) |
| Net income (loss) for theyear | $ 1,050,832 $ (993,933) |
| Other comprehensive income (loss) | |
| Items that will be reclassified subsequently to income: |
|
| Unrealized(loss) gain on foreign currencytranslation | (671,609) 960,407 |
| Other comprehensive income (loss) for theyear | (671,609) 960,407 |
| Net income (loss) and comprehensive income (loss) for theyear |
$ 379,223 $ (33,526) |
| Net income (loss) attributable to equity holders: | $ 1,050,832 $ (993,933) |
| Basic and diluted earnings per share | |
| Basic | 13 $0.00 $ (0.00) |
| Diluted | 13 $0.00 $ (0.00) |
| Weighted average number of common shares | |
| Basic | 13 260,489,664 259,974,779 |
| Diluted | 13 263,865,184 259,974,779 |
The accompanying notes are an integral part of these consolidated financial statements.
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C O N S O L I D A T E D S T A T E M E N T S O F C H A N G E S I N S H A R E H O L D E R S ’ E Q U I T Y
(Expressed in Canadian Dollars)
| Shares | Share Capital Contrib. Surplus Accum. OCI Deficit |
Total Equity |
|---|---|---|
| Balance, Dec 31, 2024 260,295,613 |
32,298,115 7,680,964 715,634 (22,924,764) |
17,769,949 |
| Stock-based comp. – |
– 985,158 – – |
985,158 |
| Exercise of RSUs 464,704 |
199,822 (272,088) – – |
(72,266) |
| Other comp. loss – |
– – (671,609) – |
(671,609) |
| Net income – |
– – – 1,050,832 |
1,050,832 |
| Balance, Dec 31, 2025 260,760,317 |
$ 32,497,937 $ 8,394,034 $ 44,025 $ (21,873,932) |
$ 19,062,064 |
| Balance, Dec 31, 2023 259,830,913 |
32,098,294 6,059,058 (244,773) (21,930,831) |
15,981,748 |
| Stock-based comp. – |
– 1,877,934 – – |
1,877,934 |
| Exercise of RSUs 464,700 |
199,821 (256,028) – – |
(56,207) |
| Other comp. income – |
– – 960,407 – |
960,407 |
| Net loss – |
– – – (993,933) |
(993,933) |
| Balance, Dec 31, 2024 260,295,613 |
$ 32,298,115 $ 7,680,964 $ 715,634 $ (22,924,764) |
$ 17,769,949 |
The accompanying notes are an integral part of these consolidated financial statements.
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C O N S O L I D A T E D S T A T E M E N T S O F C A S H F L O W S
(Expressed in Canadian Dollars)
| Note December 31, 2025 December 31, 2024 |
|
|---|---|
| Cashprovided by (used in): | |
| Operating Activities | |
| Net income(loss)for theyear | $ 1,050,832 $(993,933) |
| Items not involvingcash: | |
| Depreciation and amortization | 8,9,10 481,026 448,747 |
| Stock-based compensation | 985,158 1,877,934 |
| Unrealized foreign exchange | 9,737 794,412 |
| Gain on inventoryfactoringarrangement | 6 – (51,344) |
| Interest and accretion expense | 10 46,928 43,353 |
| Changes in operatingassets and liabilities: | |
| Inventory | 1,010,896 (3,419,930) |
| Trade and other receivables | 133,832 (382,028) |
| Prepaid and other assets | (5,122) 166,755 |
| Accountspayable and accrued liabilities | (581,733) 572,223 |
| Deferred revenue | 168,447 452,228 |
| Net cash provided by (used in) operating activities |
$ 3,300,001 $ (491,583) |
| Investing Activity | |
| Purchase ofpropertyand equipment | 8 (54,806) (120,831) |
| Net cash used in investing activity | $ (54,806) $ (120,831) |
| Financing Activity | |
| Payment of lease liabilities | 10 (156,360) (148,601) |
| Net cash used in financing activity | $ (156,360) $ (148,601) |
| Increase(decrease)in cash | 3,088,835 (761,015) |
| Change in cash related to foreign exchange | (111,988) 60,624 |
| Cash, beginningofyear | 7,394,120 8,094,511 |
| Cash, end of year | $ 10,370,967 $ 7,394,120 |
The accompanying notes are an integral part of these consolidated financial statements.
Supplemental information
Interest received
$ 308,616
$ 228,043
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N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
For the Years Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
1. Nature of Operations
Menē Inc. (“Menē” or the “Company”) designs, manufactures, and markets 24 karat gold and platinum jewelry under the brand name Menē. The Company retails its jewelry by gram weight direct-to-consumer through an online shopping experience.
Menē was incorporated on July 11, 2017, under the laws of the Province of Ontario, Canada. Menē, Inc., (“Menē Delaware”) was incorporated on November 10, 2016, in the State of Delaware, United States of America. On July 11, 2017, the Company entered into a share exchange agreement with Menē Delaware pursuant to which the Company acquired all the issued and outstanding shares of Menē Delaware in exchange for Class A and Class B common shares in the capital of the Company (the “Acquisition”). Menē Delaware had minimal business activities prior to July 11, 2017.
On October 30, 2018, the Company completed a legal separation from Goldmoney Inc. in a spin-off transaction whereby a reverse take-over transaction with Amador Gold Corp. (“Amador”) and its subordinate voting shares took place and subsequently listed on the TSX Venture Exchange under the symbol “MENE”.
The principal office of the Company is located at 334 Adelaide Street West, Suite 307, Toronto, Ontario M5V 1R4.
2. Material Accounting Policies
2.1 Statement of Compliance
These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards, as issued by the International Accounting Standards Board ("IASB"). Accounting policies are consistently applied to all periods presented, except if mentioned otherwise.
These consolidated financial statements were approved for issuance by the Board of Directors on April 17, 2026.
2.2 Basis of Measurement
These consolidated financial statements have been prepared on a historical cost basis, other financial assets and borrowings and payables to related parties, which are measured at fair value. Historical cost is generally based on the fair value of the consideration given in exchange for assets. In addition, the consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow disclosure.
2.3 Basis of Consolidation
Subsidiaries are entities controlled by the Company. Control exists when the Company is exposed or has rights to variable returns from an investee and has the ability to affect those returns through its control over the investee. The results of subsidiaries acquired or disposed of during the period are included in the consolidated statement of operations and comprehensive loss from the effective date of acquisition and up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial records of the subsidiary to bring their accounting policies in line with those used by the Company. All intercompany transactions, balances, income and expenses are eliminated upon consolidation. Where the Company’s interest in a subsidiary is less than 100%, the Company recognizes a non-controlling interest.
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Mene Delaware.
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2.4 Functional and Foreign Currency Translation
The presentation currency of these consolidated financial statements is Canadian dollars. For each entity within the consolidated financial statements, the functional currency is determined based on the currency of the primary economic environment in which the entity operates. Primary and secondary indicators are used to determine the functional currency (primary indicators have priority over secondary indicators). The functional currency for the Company is the Canadian dollar. The functional currency of the Company’s foreign subsidiary, Mene Delaware, is the United States dollar.
For the subsidiary, whose functional currency is other than the Canadian dollar, assets and liabilities are translated into the presentation currency at the exchange rate in effect at the reporting date. Revenues and expenses are translated at the rates in effect on the transaction dates. Exchange gains or losses on translation are included in other comprehensive income (“OCI”). The cumulative amount of the exchange differences is presented as a separate component of equity until the disposal of the foreign subsidiary.
Transactions denominated in foreign currencies are translated into each of the entities’ functional currency as follows:
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Monetary assets and liabilities are translated at the exchange rate in effect at the reporting date;
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Non-monetary assets and liabilities are translated at historical exchange rates prevailing at each transaction date;
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Deferred tax assets and liabilities are translated at the exchange rate in effect at the reporting date with translation gains and losses recorded in income tax expense; and
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Revenues and expenses are translated at the average exchange rates throughout the reporting period, except depreciation, which is translated at the rates of exchange applicable to the related assets.
Exchange gains or losses on translation of transactions are included in the consolidated statements of operations. When a gain or loss on certain non-monetary items, such as financial assets at fair value through other comprehensive income, is recognized in OCI, the translation differences are also recognized in OCI.
2.5 Critical Accounting Judgments and Estimates
The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual outcomes could differ from these estimates. Revisions to accounting estimates are recognized prospectively. 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.
The following are the Company’s critical accounting judgments and estimates:
(i) Valuation of stock options
The fair value of warrants and stock options are determined using the Black-Scholes option pricing formula. Option pricing models require the input of subjective assumptions including expected dividend yield, expected volatility and expected average life (Note 12.1). Changes in these assumptions could have a material impact on fair value estimates.
(ii) Functional currency
Under IFRS, each entity must determine its own functional currency, which becomes the currency that entity measures its results and financial position. In determining the functional currencies of the Company and its subsidiary, the Company considered many factors, including the currency that mainly influences sales prices for goods and services, the currency of the country whose competitive forces and regulations mainly determine the sales prices, and the currency that mainly influences labour material and other costs for each consolidated entity.
(iii) Income, value added, withholding and other taxes
The Company is subject to income, value-added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide
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with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax-related accruals and deferred income tax provisions in the period in which such determination is made (Note 14).
(iv) Impairment of non-financial assets
At the end of each reporting period, the Company reviews the carrying amounts of its non-financial assets with finite lives to determine whether there is any indication that those assets have suffered an impairment loss. Where such an indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss. The recoverable amount is the higher of an asset’s fair value less cost to sell or its value in use. In addition, long-lived assets that are not amortized are subject to an annual impairment assessment.
(v) Discount rate used
The Company measures the fair value of certain financial instruments and its lease liability by discounting the contractual cash flows of those instruments to their present value. Management uses its experience and judgment in determining the appropriate discount rate to be used.
(vi) Inventory valuation
The Company’s metal inventory balance of $9,906,448 (2024: $11,078,364) is subject to a revaluation on the lower price of cost or net realizable value. The Company defines the net realizable value to be a minimum mark-up of 48% on the daily precious metal value. As such, the historical cost would, with a high degree of probability, be lower than the net realizable value. Thus, there is no impact on the net loss and comprehensive loss and deficit for the years ended December 31, 2025 and 2024.
2.6 Cash and Cash Equivalents
Cash and cash equivalents comprise cash at banks and cash at payment processors, which may be settled on demand or an original maturity of less than 90 days. The cash and cash equivalents are held in various currencies such as the Canadian dollar, US dollar and Euro. The Company held no cash equivalents as of December 31, 2025 and 2024.
2.7 Short-term Investments
Short-term investments are guaranteed investment certificates (“GIC”) with a maturity greater than ninety days and less than twelve months and are recorded at amortized cost.
2.8 Inventory
Inventory is comprised of raw materials, gold and platinum jewelry and packaging supplies. Inventory is measured at the lower of cost or net realizable value. Cost is determined using the weighted-average method. Cost of work in process and finished goods includes the purchase price of the metal, cost of supplies, cost of direct labour, manufacturing overhead directly attributable to production, including depreciation of property and equipment and other direct costs for production and distribution. Net realizable value is the estimated selling price in the ordinary course of business less any applicable selling expenses.
2.9 Stock-based Compensation
Share-based payment awards are direct awards of stock to employees or directors, call for settlement in cash or other assets, or are stock appreciation rights that call for settlement by issuing equity instruments. The awards are measured at fair value using the Black-Scholes option pricing model on the grant date. The cost is recognized on a graded vesting method basis adjusted for expected forfeitures as an employee or director expense with a corresponding increase to equity in contributed surplus. Consideration paid by employees or directors on the exercise of stock options is recorded as share capital.
Share-based payments with parties other than employees assumes a rebuttable presumption that the fair value of the goods or services received can be estimated reliably. In certain circumstances, the Company rebuts this presumption because it cannot reliably estimate the fair value of the goods or services received. The Company then measures the goods or services received, and the corresponding increase in equity, indirectly, by reference to the fair value of the
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equity instruments granted, measured at the date the Company obtains the goods or the counterparty renders the service. Consideration paid by parties other than employees on the exercise of stock options is recorded as share capital.
On expiration, the grant date fair value of stock options and warrants remains in contributed surplus.
2.10 Research and Development
Research and development costs are expensed in the period incurred unless development costs meet the criteria for capitalization as an intangible asset.
2.11 Property and Equipment
Property and equipment are carried at cost, less accumulated depreciation and accumulated impairment losses. The cost of an item of equipment consists of the purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for its intended use.
Depreciation is recognized based on the cost of an item of equipment, less its estimated residual value, over its estimated useful life at the following rates:
Office equipment, furniture and machinery: 14% to 20% Straight-line
Computer equipment: 30% Straight-line
An asset’s residual value, useful life and depreciation method are reviewed, and adjusted prospectively, if appropriate, on an annual basis.
2.12 Financial Instruments
Financial instruments are defined as any contract that gives rise to a financial asset for one entity and a financial liability or equity instrument for another entity. The Company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument.
Financial assets are classified into the following categories at their initial recognition:
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financial assets at fair value through profit or loss (“FVTPL”);
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amortised cost; or
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fair value through other comprehensive income (“FVOCI”).
In the periods presented, the Company does not have any financial assets categorized as FVOCI.
Financial assets are classified as amortized cost if both of the following conditions are met and the asset is not designated as FVTPL:
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the asset is held within a business model whose objective is to hold financial assets to collect contractual cash flows (Held-to-Collect – “HTC”); and
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the contractual terms of the instrument give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding (“SPPI”).
All other financial assets are classified as FVTPL.
Financial liabilities are classified into the following categories at their initial recognition:
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financial liabilities at FVTPL; or
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amortised cost.
Financial assets are subsequently measured at fair value, except for financial assets classified as amortized cost, which are subsequently measured at amortized cost using the effective interest method.
Financial liabilities are subsequently measured at amortized cost using the effective interest method except for derivatives and financial liabilities at FVTPL, which are carried subsequently at fair value with gains and losses in profit or loss.
Financial assets are derecognized when:
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the contractual rights to the cash flows from the financial asset expire; or
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when the Company transfers substantially all the risks and rewards of ownership of the financial asset.
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Financial liabilities are derecognized when the obligations are discharged, cancelled, or expire.
2.13 Intangible Assets
Intangible assets acquired by way of an asset acquisition or business combination are recognized if the asset is separable or arises from contractual or legal rights, and the fair value can be measured reliably on initial recognition.
Intangible assets also comprise non-monetary assets which the Company controls, have no physical substance and are identifiable, and from which future economic benefits are expected.
Intangibles are measured at cost, less accumulated amortization and accumulated impairment losses.
Intangible assets with finite useful lives are amortized on a straight-line basis over their useful lives. The estimated useful lives of intangible assets are as follows:
Capitalized website domain cost: 5 years
Technology: 5 years
The amortization expense is included in ‘Depreciation and amortization’ on the consolidated statements of operations and comprehensive loss.
The useful life and amortization method are reviewed, and adjusted, if appropriate, on an annual basis.
2.14 Leases
At inception of a contract, the Company will determine whether a contract is, or contains, a lease. A lease exists if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company has elected to apply the practical expedient to account for each lease component and any non-lease components as a single lease component. The Company has also elected to apply the practical expedient not to recognize right-of-use assets and lease liabilities for (1) short-term leases, that have a lease term of 12 months or less, as well as for (2) leases of low value assets. The lease payments associated with these leases are recognized as expenses on a straight-line basis over the lease term.
A right-of-use asset and a lease liability are recognized at the commencement date of a lease. The lease liability is initially measured at the present value of lease payments to be paid after the commencement date, discounted using the interest rate implicit in the lease, or if not readily determinable, the lessee’s incremental borrowing rate. The rightof-use asset is initially measured at cost, which consists of the initial amount of the lease liability adjusted for any lease payments made on or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle or restore the leased asset, less any lease incentives received.
Right-of-use assets are depreciated on a straight-line basis over the shorter of the useful life of the asset or the term of the lease. If a purchase option is expected to be exercised, the asset is amortized over its useful life.
Lease liabilities are subsequently measured at amortized cost using the effective interest method and are re-measured if and when there is a change in future lease payments arising from a change in an index or rate, or if and when there is a change in the assessment of whether a purchase, extension or termination option will be exercised.
2.15 Impairment of Non-financial Assets
At the end of each reporting period, the Company reviews the carrying amounts of its non-financial assets to determine whether there is any indication that those assets have suffered an impairment loss. Where such an indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss. The recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognized immediately in the consolidated statements of operations and comprehensive loss.
The Company will reverse any previous impairment losses where circumstances have changed such that the level of impairment in the value of the assets has been reduced. An impairment loss is reversed only to the extent that the
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asset’s carrying amount does not exceed the carrying amount that would have been determined net of depreciation or amortization if no impairment loss had been recognized.
2.16 Impairment of Financial Assets
IFRS 9’s impairment requirements use more forward-looking information to recognize expected credit losses – the ‘expected credit loss (ECL) model’. Instruments within the scope of the new requirements included loans and other debt-type financial assets measured at amortized cost and FVOCI, trade receivables, contract assets recognized and measured under IFRS 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss.
To recognize credit losses, the Company considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
In applying this forward-looking approach, a distinction is made between:
-
financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (‘Stage 1’);
-
financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low (‘Stage 2’); and
-
financial instruments that have objective evidence of impairment at the reporting date (‘Stage 3’).
‘12-month expected credit losses’ are recognized for Stage 1 while ‘lifetime expected credit losses’ are recognized for Stage 2 and Stage 3.
Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument.
2.17 Revenue
The Company generates revenue from the sale of gold and platinum jewelry through its website. Revenue is measured based on the consideration promised in a contract with a customer. The Company recognizes revenue when it transfers control of a good or service to a customer. This generally occurs when the goods are delivered to customers.
The revenue amount recognized for jewelry is adjusted for expected returns, which are estimated based on historical data and adjusted as needed. Customers pay in full at the time revenue is recognized.
The Company recognises a contract liability for promotional gift vouchers issued, based on the historic redemption rate of such vouchers. The Company recognises deferred revenue when it has received consideration from customers but has not yet satisfied its performance obligations.
2.18 Provisions
A provision is recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date. Discounting is omitted when its effect is immaterial.
2.19 Cost of Sales
Cost of sales is calculated using a weighted average cost formula for each category of inventory and costs attributable to the sale, manufacturing, and shipping of products.
These costs primarily include the cost of metals and other raw materials, direct and indirect labour, and manufacturing overhead directly attributable to production.
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2.20 Earnings (Loss) per Share
The Company presents basic and diluted earnings (loss) per share (“EPS”) data for its common shares, calculated by dividing the earnings (loss) attributable to common shareholders of the Company by the weighted-average number of common shares outstanding during the year.
Diluted EPS is calculated by dividing adjusted net income (loss) for the year attributable to common shareholders by the weighted-average number of diluted common shares outstanding for the year. In the calculation of diluted EPS, earnings (loss) are adjusted for changes in income or expenses that would result from the issuance of dilutive shares. The weighted-average number of diluted common shares outstanding for the year reflects the potential dilution that would occur if options, securities, or other contracts that entitle their holders to obtain common shares had been outstanding from the beginning of the year (or a later date) to the end of the year (or an earlier date). Instruments determined to have an antidilutive impact for the year are excluded from the calculation of diluted EPS. See note 13.
2.21 Share Capital and Contributed Surplus
Share capital represents the nominal value of the shares that have been issued. Contributed surplus includes any premiums received on issue of share capital, plus the impact of stock-based compensation, warrants issued and other contributions by shareholders. Any transaction costs associated with the issuing of shares are deducted from share capital, net of any related income tax benefits.
2.22 Income Taxes
Income tax comprises current and deferred tax. Income tax is recognized in the consolidated statements of operations and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity.
Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous periods.
In general, deferred tax is recognized in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the consolidated statement of financial position date and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except, in the case of subsidiaries, where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are presented as non-current.
2.23 New Accounting Standards Effective January 1, 2025
Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2025. Many are not applicable or do not have a significant impact to the Company and have been excluded.
Lack of Exchangeability (Amendments to IAS 21) In August 2023, the IASB amended IAS 21, The effects of changes in foreign exchange rates, to clarify when a currency is exchangeable into another currency; and how a company estimates a spot rate when a currency lacks exchangeability. Under the amendments, companies will need to provide new disclosures to help users assess the impact of using an estimated exchange rate on financial statements. The amendments apply for annual reporting periods beginning on or after January 1, 2025, and did not have a material impact on the consolidation financial statements.
2.24 Accounting Standards Issued but Not Yet Effective
Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2026. The Company is currently evaluating the impact of these new standards on the consolidated financial statements. The Company has not early adopted any standard, interpretation or amendment
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that has been issued but is not yet effective. Many are not applicable or do not have a significant impact to the Company and have been excluded.
IFRS 18, Presentation and Disclosure in Financial Statements, was issued by the IASB in April 2024 and will replace the standards and interpretations in IAS 1, Presentation of Financial Statements. IFRS 18 will streamline the requirements for the presentation and disclosure of information in general purpose financial statements to help ensure that they provide relevant information that faithfully represents an entity’s assets, liabilities, equity, income and expenses. IFRS 18 will be applied to an annual reporting period beginning on or after January 1, 2027. The Company has not early adopted these amendments.
Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments – Disclosures. The amendments clarify the derecognition of financial liabilities and introduce an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system. The amendments also clarify how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG)linked features and other similar contingent features and the treatment of non-recourse assets and contractually linked instruments (CLIs). Further, the amendments mandate additional disclosures in IFRS 7 for financial instruments with contingent features and equity instruments classified at FVOCI. The amendments are effective for annual periods starting on or after January 1, 2026. Retrospective application is required.
Other accounting standards or amendments to existing accounting standards that have been issued, but have future effective dates, are either not applicable or are not expected to have a material impact on the Company’s consolidated financial statements.
3. Segment Information
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, and for which discrete financial information is available. Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer.
The Company sells 24 karat gold and platinum jewelry. These segments are aggregated into one operating segment because they have similar economic characteristics (gross profit margins and trends in sales growth) and are similar in each of the following respects:
-
a) the nature of products;
-
b) the nature of the production process;
-
c) the type or class of customers for products; and
-
d) the methods used to distribute the product.
The Company has a single reportable segment and all its assets are in North America. There have been no changes in the reportable segments in the years ended December 31, 2025 and 2024.
4. Capital Risk Management
The Company manages its capital with the following objectives:
-
(i) to ensure sufficient financial flexibility to achieve the ongoing business objectives, including funding of future growth opportunities, and pursuit of accretive acquisitions; and
-
(ii) to maximize shareholder return through enhancing the share value.
The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general.
The Company may manage its capital structure by issuing new shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by management and the Board of Directors on an ongoing basis. The Company
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considers its capital to be share capital, contributed surplus and deficit, which at December 31, 2025 totaled $19,018,039 ($17,054,315 as at December 31, 2024).
The Company manages capital through its financial and operational forecasting processes. The Company reviews its working capital and forecasts its future cash flows based on operating expenditures, and other investing and financing activities. The forecast is updated based on actual activities and selected financial information is provided to the Board of Directors of the Company.
There were no changes in the Company’s approach to capital management during the years ended December 31, 2025 and 2024.
5. Trade and Other Receivables
Trade and other receivables consist of accounts receivable, HST sales tax receivable, and interest income receivable on short-term investments.
| 2025 | 2024 | |
|---|---|---|
| Trade receivable | $380,077 | $503,091 |
| HST receivable | 7,899 | 18,028 |
| Interest income receivable | 14,509 | 15,198 |
| Trade and other receivables | $ 402,485 | $ 536,317 |
6. Inventory
Inventory comprises of the following:
| 2025 Qty (grams) | 2025 Amount 2024 Qty (grams) 2024 Amount |
|---|---|
| Raw materials 14,245 |
$ 1,784,220 22,345 $ 2,119,262 |
| Work inprogress 8,627 |
852,881 6,609 520,635 |
| Finishedgoods 47,339 |
6,818,180 76,763 8,046,650 |
| Supplies – |
108,517 – 391,817 |
| Buybackprovision – |
342,650 – – |
| Inventory 70,211 |
$ 9,906,448 101,941 $ 11,078,364 |
On May 23, 2024, the Company sold 227 ounces of gold finished goods inventory to the Bank of Montreal (“BMO”) at the prevailing spot price of gold on the date of the sale. Control and title of the inventory passed to BMO on conclusion of the transaction and held in an allocated inventory account, with the Company able to request repurchase of the inventory at BMO’s discretion. The transaction resulted in a gain of $142,958 on the difference between the Company’s weighted average price of gold purchased and the spot price on the transaction date, totaling $742,086. It also resulted in a derecognition of conversion costs totalling $690,742, previously recoded within the cost of inventory. A net gain of $51,344 on completion of the transaction was recognised. During the year ended December 31, 2025, the Company has fully repurchased the inventory held with BMO.
Total inventory expensed during the year and included in cost of sales was $19,777,770 (2024: $18,331,930). As at December 31, 2025 and 2024 respectively, no inventory is carried at fair value less cost to sell.
7. Short-term Investments
Short-term investments consist of guaranteed investment certificates (“GIC”) that the Company holds in the bank. GICs denominated in Canadian dollar currency and US dollar currency earn interest income ranging from 2.55% to 3.60% per annum (2024: 1.25% to 5.20% per annum), maturing in less than 12 months.
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8. Property and Equipment
| Cost Machines |
Computer Equipment Office Equip. & Furniture |
Total |
|---|---|---|
| Balance,Dec 31,2023 $ 1,204,742 |
$ 87,926 $ 469,677 |
$ 1,762,345 |
| Additions – |
1,401 119,430 |
120,831 |
| Foreign exchange 105,936 |
7,235 44,252 |
157,423 |
| Balance, Dec 31, 2024 $ 1,310,678 |
$ 96,562 $ 633,359 |
$ 2,040,599 |
| Additions – |
3,002 51,804 |
54,806 |
| Foreign exchange (62,213) |
(4,249) (32,367) |
(98,829) |
| Balance, Dec 31, 2025 $ 1,248,465 |
$ 95,315 $ 652,796 |
$ 1,996,576 |
| Accumulated Depreciation Machines |
Computer Equipment Office Equip. & Furniture |
Total |
| Balance,Dec 31,2023 $ 832,565 |
$ 65,518 $ 111,428 |
$ 1,009,511 |
| Depreciation 74,067 |
12,101 96,571 |
182,739 |
| Foreign exchange 76,957 |
5,886 14,666 |
97,509 |
| Balance, Dec 31, 2024 $ 983,589 |
$ 83,505 $ 222,665 |
$ 1,289,759 |
| Depreciation 74,000 |
10,731 124,841 |
209,572 |
| Foreign exchange (48,110) |
(3,876) (12,859) |
(64,845) |
| Balance, Dec 31, 2025 $ 1,009,479 |
$ 90,360 $ 334,647 |
$ 1,434,486 |
| Net Book Value Machines |
Computer Equipment Office Equip. & Furniture |
Total |
| Balance,Dec 31,2024 $ 327,089 |
$ 13,057 $ 410,694 |
$ 750,840 |
| Balance, Dec 31, 2025 $ 238,986 |
$ 4,955 $ 318,149 |
$ 562,090 |
9. Intangible Assets
Intangible assets consist of the Company website and technology.
| Cost | Technology Website Total |
|---|---|
| Balance,Dec 31,2023 | $659,977 $31,742 $691,719 |
| Foreign Exchange | 58,046 2,791 60,837 |
| Balance, Dec 31, 2024 | $ 718,023 $ 34,533 $ 752,556 |
| Foreign Exchange | (34,094) – (34,094) |
| Balance, Dec 31, 2025 | $ 683,929 $ 34,533 $ 718,462 |
| Accumulated Amortization | Technology Website Total |
| Balance,Dec 31,2023 | $155,792 $31,742 $187,534 |
| Amortization | 136,714 – 136,714 |
| Foreign Exchange | 20,599 2,791 23,390 |
| Balance, Dec 31, 2024 | $ 313,105 $ 34,533 $ 347,638 |
| Amortization | 139,513 – 139,513 |
| Foreign Exchange | (17,601) – (17,601) |
| Balance, Dec 31, 2025 | $ 435,017 $ 34,533 $ 469,550 |
| Carrying Value | Technology Website Total |
| Balance,Dec 31,2024 | $404,918 $- $404,918 |
| Balance, Dec 31, 2025 | $ 248,912 $ - $ 248,912 |
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10. Right-of-Use Asset and Lease Liability
During the year ended December 31, 2022, the Company entered into a long-term lease agreement for office and manufacturing premises, expiring in October 2029.
Right-of-use asset
The following is a summary of the right-of-use assets as at and for the years ended December 31, 2025 and 2024.
| December 31, 2025 | December 31, 2024 | |
| Cost | $899,459 | $899,459 |
| Accumulated Amortization | (409,874) | (277,933) |
| Foreign Exchange | 6,305 | 34,884 |
| Net book value | $ 495,890 | $ 656,410 |
The discount rate used to calculate right-of-use assets was 5.89%.
Lease liability
The following is a summary of the lease liability as at and for the years ended December 31, 2025 and 2024.
| December 31, 2025 | December 31, 2024 | |
| Balance,beginningofyear | $725,296 | $768,244 |
| Leasepayments | (156,360) | (148,601) |
| Interest expense on lease liabilities | 37,610 | 43,353 |
| Foreign exchange | (32,679) | 62,300 |
| Balance, end ofyear | 573,867 | 725,296 |
| Lease liabilities due within oneyear | 129,645 | 161,524 |
| Lease liabilities due after oneyear | 444,222 | 563,772 |
| Total lease liabilities | $ 573,867 | $ 725,296 |
The total undiscounted amount of estimated future cash flows to settle the lease liabilities over the remaining lease term is $640,909.
11. Share Capital
The authorized share capital of the Company consisted of an unlimited number of common shares.
-
Class A common shares without par value, 20 votes per share.
-
Class B common shares without par value, 1 vote per share.
| Number of Shares | Amount | |
| Balance,December 31,2023 | 259,830,913 | $32,098,294 |
| RSU settled – Class B shares | 464,700 | 199,821 |
| Balance, December 31, 2024 | 260,295,613 | $ 32,298,115 |
| RSU settled – Class B shares | 464,704 | 199,822 |
| Balance, December 31, 2025 | 260,760,317 | $ 32,497,937 |
110,342,154 Class A shares and 150,418,163 Class B shares were outstanding at December 31, 2025 (110,342,154 and 149,953,459 respectively at December 31, 2024).
During the year ended December 31, 2025, the Company issued 464,704 Class B shares in connection with the vested RSUs.
During the year ended December 31, 2024, the Company issued 464,700 Class B shares in connection with the vested RSUs.
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12. Contributed Surplus
| Amount | |
|---|---|
| Balance,December 31,2023 | $6,059,058 |
| Vestingof options | 1,224,099 |
| RSU issued | 653,835 |
| RSU settled | (256,028) |
| Balance, December 31, 2024 | $ 7,680,964 |
| Vestingof options | 695,153 |
| Vestingof RSUs | 290,005 |
| RSU settled | (272,088) |
| Balance, December 31, 2025 | $ 8,394,034 |
12.1 Stock Options
On October 24, 2018, the Company adopted the Stock Option Plan. The aggregate maximum number of shares available for issuance from treasury under this plan and all the Company’s other security-based compensation arrangements at any given time is 20% of the Company’s issued and outstanding shares as at the date of grant of an option under the Plan, subject to certain stated adjustments. Under the plan, options granted can be exercisable for a maximum of 10 years from the date of grant or a lesser period as determined by the Board at the time of such grant. In the event of a change in control in the Company, all options outstanding shall be immediately exercisable. The vesting schedule of the options is at the discretion of the board; some options disclosed below vest immediately, while others vest over a three-year period.
The table below summarizes the granted, exercised, and forfeited options during the years ended December 31, 2025 and 2024.
| Dec 31, 2025 Avg. Exercise Price |
Dec 31, 2025 Number of Options Dec 31, 2024 Avg. Exercise Price |
Dec 31, 2024 Number of Options |
|---|---|---|
| Beginning balance $0.13 |
8,469,437 $0.46 |
8,535,223 |
| Granted $0.14 |
182,000 $0.20 |
500,000 |
| Forfeited – |
– $0.71 |
(565,786) |
| Ending balance $0.13 |
8,651,437 $0.13 |
8,469,437 |
Shares options outstanding as at December 31, 2025 and 2024 have the following expiry dates and exercise prices:
| Grant Date Expiry Date |
Exercise Price Options Outstanding Dec 31, 2025 Options Exercisable Dec 31, 2025 |
Options Outstanding Dec 31, 2024 |
|---|---|---|
| January 2022 January 2027 |
$0.60 500,000 500,000 |
500,000 |
| May 2024 May 2029 |
$0.18 500,000 166,667 |
500,000 |
| August 2024 September 2033 |
$0.085 7,469,437 2,987,775 |
7,469,437 |
| June 2025 June 2030 |
$0.14 182,000 – |
– |
| Total | 8,651,437 3,654,442 |
8,469,437 |
Weighted average remaining contractual life of options outstanding at end of the year: 6.99 years (2024: 8.66 years). The vesting schedule of the remaining unvested stock options are as follows:
| Grant Date Number of Options |
Vesting Schedule |
|---|---|
| May 30, 2024 500,000 |
1/3 upon each of the first, second and third anniversaries of the grant |
| August 7, 2024 7,469,437 |
1/5 on October 10, 2024, 1/5 on September 7, 2025 and 1/5 thereafter |
| June 5, 2025 182,000 |
1/3 upon each of the first, second and third anniversaries of the grant |
(i) Fair value of options granted
All outstanding share options expected to vest were measured in accordance with IFRS 2, “Share-based Payment” at their market-based measure at the acquisition date. Options were priced using the Black-Scholes option pricing model. Where relevant, the expected life used in the model has been adjusted based on management’s best estimate for the effects of non-transferability, exercise restrictions, and behavioral considerations. Expected volatility is based on the
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historical share price volatility. The fair value of options granted during years ended December 31, 2025 and 2024 were estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Shareprice | $0.14 | $0.09 |
| Exerciseprice | $0.14 | $0.09 |
| Risk-free interest rate | 2.86% | 3.10% |
| Expected life | 5years | 8.83years |
| Estimated volatilityin the marketprice of the common shares | 85% | 91% |
| Expected dividendyield | Nil | Nil |
12.2 Restricted Share Units
On June 30, 2021, the Company adopted a new Restricted Share Unit Plan (“RSU Plan”). The RSU Plan, which is administered by the Board of Directors, is intended to complement the Company’s stock option plan (the “Stock Option Plan”) by allowing the Company to offer a broader range of incentives to diversify and customize the rewards for management and staff to promote long term retention. The RSU Plan provides for a fixed maximum limit of 7,431,993 of the outstanding subordinate voting shares of the Company (“Class B Shares”) as permitted by the policies of the Exchange. Subject to the restrictions and vesting provisions provided under the RSU Plan, each RSU shall entitle the holder thereof to receive one Class B Share. The number of Class B Shares issued or to be issued under the RSU Plan and all other security-based compensation arrangements of the Company, including the Stock Option Plan, at any time, shall not exceed 20% of the total number of the issued and outstanding Class B Shares.
Awards granted under the RSU Plan shall be settled, at the sole discretion of the Company, either in cash or through the issuance of Class B shares. The RSUs issued were treated as equity-settled instruments and measured at the grant date fair value because the Company does not have a present obligation to settle the issued RSUs in cash.
| Avg. Fair Value per RSU | Number of RSUs | |
|---|---|---|
| OutstandingDecember 31,2023 | $0.43 | 3,000,000 |
| Exercised | $0.43 | (1,000,000) |
| Outstanding, December 31, 2024 | $0.43 | 2,000,000 |
| Exercised | $0.43 | (1,000,000) |
| Outstanding, December 31, 2025 | $0.43 | 1,000,000 |
13. Earnings per Share
| December 31, 2025 | December 31, 2024 | |
| Basic earnings per common share | ||
| Net income(loss)attributable to common shareholders | $1,050,832 | $ (993,933) |
| Weighted average number of common shares outstanding | 260,489,664 | 259,974,779 |
| Basic earnings (loss) per common share | $ 0.00 | $(0.00) |
| Diluted earnings (loss)per common share | ||
| Net income(loss)attributable to common shareholders | $1,050,832 | $ (993,933) |
| Weighted average number of common shares outstanding | 260,489,664 | 259,974,779 |
| Adjustments to average shares due to share-based options and | 3,375,520 | - |
| others | ||
| Weighted average number of diluted common shares outstanding | 263,865,184 | 259,974,779 |
| Diluted earnings (loss) per common share | $ 0.00 | $(0.00) |
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14. Income Taxes
The following table reconciles the expected income tax expense (recovery) at the Canadian Federal and Provincial statutory rate of 26.5% (2024: 26.5%) to the amounts recognized in the consolidated statements of operations and comprehensive loss.
| Year Ended Dec 31, 2025 | Year Ended Dec 31, 2024 | |
|---|---|---|
| Net income(loss)before income taxes | $1,050,832 | $ (993,933) |
| Expected income tax expense(recovery) | 278,470 | (263,392) |
| Foreign operations with difference in tax rates | (133,759) | (62,261) |
| Non-deductible expenses and other | 261,067 | 497,653 |
| Temporarydifferences not recognized in theyear | 93,923 | 93,647 |
| Non-capital loss not recognized | (499,701) | (265,647) |
| Income tax expense(recovery) | $ - | $ - |
Income earned in foreign countries through subsidiaries is generally subject to tax in those countries. Upon repatriation of retained earnings from its U.S. subsidiary, the Company would be required to pay tax on certain of these earnings. As repatriation of such earnings is not planned in the foreseeable future, the related deferred income tax liability was not recorded.
Deferred tax assets have not been recognized in respect of the following deductible temporary differences:
| 2025 | 2024 | |
| Equipment | $430,720 | $451,895 |
| Other items | 320,715 | 336,697 |
| Share issue costs | 4,510 | 4,510 |
| Capital losses carried forward | 2,109,974 | 4,397,370 |
| Non-capital losses carried forward - Canada | 8,158,879 | 7,764,484 |
| Non-capital losses carried forward - U.S | 4,613,960 | 7,682,075 |
| Total | $ 15,638,758 | $ 20,637,031 |
The total tax benefits of unused tax losses and other deductible temporary differences have not been recognized in the consolidated financial statements due to the unpredictability of future earnings. The Canadian portion of these unused tax losses expire starting in 2036 while the US portion have different expiry depending on which tax year it was generated. Losses generated in tax years beginning on or before December 31, 2019, are carried forward for 20 years. Losses generated in tax years afterwards do not have an expiry.
15. Financial Instruments
Classification of Financial Instruments
Financial assets included in the consolidated statement of financial position are classified under IFRS 9 as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Amortised cost: | ||
| Cash | $10,370,967 | $7,394,120 |
| Trade and other receivables | 394,586 | 518,289 |
| Short-term investments | 157,060 | 178,279 |
| Total financial assets | $ 10,922,613 | $ 8,090,688 |
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Financial liabilities included in the consolidated statement of financial position are classified under IFRS 9 as follows:
| December 31, 2025 | December 31, 2024 | |
| Amortised cost: | ||
| Accountspayable and accrued liabilities | $1,451,179 | $1,560,131 |
| Lease Liabilities | 573,867 | 725,296 |
| Total financial liabilities | $ 2,025,046 | $ 2,285,427 |
Fair Value of Financial Instruments
Financial instruments recorded at fair value on the consolidated statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
Level 1 – valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 – valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).
As of December 31, 2025 and 2024, there were no financial instruments held at fair value.
For financial instruments measured at amortized cost, the Company has determined that the carrying amount of its current financial assets and financial liabilities approximates its fair value, due to the short-term maturity of these financial instruments.
Financial Risk Factors
The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (including interest rate, currency and price risks).
Risk management is carried out by the Company’s management team with guidance from the Company’s Audit Committee under policies approved by the Company’s Board of Directors. The Company’s Board of Directors also provides regular guidance for overall risk management.
Credit risk
Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligation and arises from the Company’s cash, trade receivables and short-term investments consisting of GICs. The carrying value of these financial assets represents the Company’s maximum exposure to credit risk. The Company has no significant concentration of credit risk arising from operations. Cash and short-term investments are held with reputable financial institutions, from which management believes the risk of loss to be remote.
The Company’s trade receivables consist of funds at the payment processors for completed customer orders.
IFRS 9 has a single expected credit loss (“ECL”) impairment model for all financial assets. ECL allowances represent credit losses that reflect an unbiased and probability-weighted amount which is determined by evaluating a range of possible outcomes, the time value of money and reasonable and supportable information about past events, current conditions and forecasts of future economic conditions.
ECL allowances are measured at amounts equal to either (i) 12-month expected credit losses (“ECL”) or (ii) lifetime ECL for those financial instruments that have experienced a significant increase in credit risk since initial recognition or when there is objective evidence of impairment.
The Company assesses its trade receivables, short-term investments and interest income receivables as stage 1 (credit risk has not increased significantly since initial recognition), and the expected credit loss is Nil within a twelve-month period (2024: Nil).
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Liquidity risk
Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. As at December 31, 2025, the Company had current assets totalling $20,892,102 (2024: $19,237,100) to settle current liabilities, consisting of: accounts payable and accrued liabilities and lease liabilities of $1,580,824 (2024: $1,721,655).
The maturity analysis of undiscounted financial liabilities as at December 31, 2025, including estimated interest is as follows:
| Total Less than 1 year 2-5 years |
More than 5 years | |
|---|---|---|
| Accounts payable and accrued liabilities |
$ 1,451,179 $ 1,451,179 $ - |
$ - |
| Leasepayments | 640,909 159,241 481,668 |
– |
| Total | $ 2,092,088 $ 1,610,420 $ 481,668 |
$ - |
This analysis reflects the conditions prevailing at the end of 2025.
Market risk
Market risk is the risk that changes in market prices – e.g., foreign exchange rates, interest rates, equity prices and metal prices – will affect the Company’s income or the value of its financial instruments.
Interest rate risk
The Company has cash and short-term investment balances and no variable interest-bearing debt. The Company’s current policy is to invest excess cash in investment-grade short-term certificates of deposits issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks.
Currency risk
The Company’s functional and reporting currency is the Canadian dollar. The functional currency of the Company’s foreign subsidiary is the United States dollar. Major purchases are transacted in Canadian dollars, US dollars (“USD”), Euros (“EUR”), and Pound Sterling (“GBP”). The Company holds financial instruments denominated in these currencies.
Exposure to currency risk
| Dec 31, 2025 USD ($CAD) |
Dec 31, 2025 EUR ($CAD) Dec 31, 2025 GBP ($CAD) Dec 31, 2024 USD ($CAD) Dec 31, 2024 EUR ($CAD) |
Dec 31, 2024 GBP ($CAD) |
|---|---|---|
| Cash 5,943,842 |
150 – 3,659,484 150 |
– |
| Accounts receivables 380,077 |
– – 505,969 – |
– |
| Short-term investments 137,060 |
– – 158,279 – |
– |
| Accounts payable and accrued liabilities (1,030,208) |
– (16,601) (1,021,219) (6,268) |
(16,601) |
| Net exposure 5,430,771 |
150 (16,601) 3,302,513 (6,118) |
(16,601) |
Sensitivity to foreign currency
The Company is exposed to foreign currency risk on fluctuations of financial instruments related to cash and cash equivalents, receivables, short-term investments, accounts payable and accrued liabilities. Financial instruments are denominated in US dollars, Euros and Pound Sterling. As at December 31, 2025, the net loss and comprehensive loss would have been $271,539 higher/lower, had the Canadian dollar strengthened/weakened by 5% as a result of foreign exchange gains/losses on translation of US dollar, Euros and Pound Sterling denominated financial instruments related to cash and cash equivalents, receivables, short-term investments, accounts payable and accrued liabilities.
Price risk
The Company is exposed to metal price risk, which arises from gold and platinum inventory held.
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16. Related Party Transactions
Related parties include the Board of Directors, senior management, close family members and enterprises that are controlled or managed by these individuals, as well as certain persons performing similar functions. Related party transactions conducted in the normal course of operations are measured at fair value. Key management is defined as those with authority and responsibility for planning, directing and controlling activities of the Company, including directors and the executive team.
Compensation of key management personnel
| December 31, 2025 | December 31, 2024 | |
| Salaries and consultingfees | $1,099,582 | $1,006,960 |
| Stock-based compensation | 978,907 | 1,877,934 |
| Total | $ 2,078,489 | $ 2,884,894 |
Related party transactions with Goldmoney
The Company has a related party relationship with Goldmoney, which holds 35.97% ownership in the Company as at December 31, 2025 (2024: 36.05%) and the acting Executive Chairman of the Company, who influences key business decisions, is the current Chief Executive Officer of Goldmoney.
The Company has a supply agreement with Goldmoney dated August 20, 2017. The supply agreement states that Goldmoney is the exclusive supplier of gold and platinum to the Company, and the Company agrees to purchase the metals at a price of 0.5% over the spot price, subject to the terms of the supply agreement.
The table below summarizes the related party transactions between the Company and Goldmoney in 2025 and 2024.
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Reimbursement of expenses | $136,329 | $139,785 |
| Purchase of inventory | $14,094,295 | $18,199,183 |
Other amounts payable of $22,854 (2024: $45,857) are included in accounts payable and accrued liabilities. These amounts are unsecured, non-interest bearing and are due on demand. No other financial assets were held with Goldmoney as at December 31, 2025 (2024: $Nil).
Included in accounts payable and accrued liabilities as at December 31, 2025 is an amount of $147,500 (2024: $147,500) due to the CEO of the Company relating to performance-based bonus accrual. These amounts are unsecured, noninterest bearing, and expected to be settled in the next fiscal year
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