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Minnova Corp — Interim / Quarterly Report 2025
Feb 20, 2025
42991_rns_2025-02-20_d0e53306-6cb2-400e-943a-f726b41575cb.pdf
Interim / Quarterly Report
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MINNOVA CORP.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in Canadian Dollars)
NOTICE TO READER
The accompanying unaudited condensed interim consolidated financial statements of Minnova Corp. (the "Company") have been prepared by and are the responsibility of management. The unaudited condensed interim consolidated financial statements as at and for the three and nine months ended December 31, 2024, have not been reviewed by the Company's auditors.
Page 1
MINNOVA CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian Dollars)
(Unaudited)
| December 31, 2024 | March 31, 2024 | |
|---|---|---|
| ASSETS | ||
| CURRENT ASSETS | ||
| Cash | $ 2,920 | $ 1,378 |
| Amounts receivable | 44,132 | 27,371 |
| Prepaid expenses | - | - |
| TOTAL CURRENT ASSETS | 47,052 | 28,749 |
| NON-CURRENT ASSETS | ||
| Property and equipment (Note 3) | 183,684 | 193,350 |
| TOTAL NON-CURRENT ASSETS | 183,684 | 193,350 |
| TOTAL ASSETS | $ 230,736 | $ 222,099 |
| LIABILITIES AND EQUITY | ||
| CURRENT LIABILITIES | ||
| Accounts payable and accrued liabilities (Notes 5 and 14) | $ 1,517,944 | $ 1,194,471 |
| Loan payables (Note 6) | 170,267 | 117,158 |
| TOTAL CURRENT LIABILITIES | 1,688,211 | 1,311,629 |
| NON-CURRENT LIABILITIES | ||
| Provision for closure and reclamation (Note 7) | 3,728,818 | 3,286,352 |
| TOTAL LIABILITIES | 5,417,029 | 4,597,981 |
| DEFICIENCY | ||
| Share capital (Note 9(b)) | 25,334,272 | 25,287,133 |
| Share-based payment reserves (Note 10) | 1,443,843 | 1,473,091 |
| Deficit | (31,964,408) | (31,136,106) |
| TOTAL DEFICIENCY | (5,186,293) | (4,375,882) |
| TOTAL LIABILITIES AND DEFICIENCY | $ 230,736 | $ 222,099 |
NATURE OF OPERATIONS AND GOING CONCERN (Note 1)
COMMITMENTS AND CONTINGENCIES (Notes 4, 7, 15 and 16)
SUBSEQUENT EVENT (Note 22)
APPROVED ON BEHALF OF THE BOARD:
Signed "James White", Director
Signed "Gorden Glenn", Director
See accompanying notes to the unaudited condensed interim consolidated financial statements
Page 2
MINNOVA CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in Canadian Dollars)
(Unaudited)
| Three months ended December 31, | Nine months ended December 31, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| EXPENSES | ||||
| Share-based payments (Note 10(a)) | $ - | $ - | $ 79,556 | $ - |
| Research expense (Notes 12 and 14) | - | 27,000 | 54,000 | 133,835 |
| General and administrative (Note 11) | 7,976 | 3,415 | 64,624 | 45,513 |
| Exploration and evaluation expenditures (Notes 4 and 14(b)) | 54,000 | 31,368 | 108,000 | 99,364 |
| Management and directors' compensation (Notes 14(a) and (b)) | 16,000 | 22,000 | 48,000 | 66,000 |
| Professional and consulting fees (Note 14(a)) | 47,350 | 49,611 | 104,676 | 80,480 |
| Amortization (Note 3) | 3,222 | 3,603 | 9,666 | 10,810 |
| LOSS BEFORE BELOW ITEMS | (128,548) | (136,997) | (468,522) | (436,002) |
| Foreign exchange income | - | - | - | 11,394 |
| Interest income | - | - | 22 | - |
| Change in provision for closure and reclamation (Note 7) | (3,925) | (467,139) | (357,574) | (321,610) |
| Finance cost (Note 7) | (29,917) | (26,131) | (84,892) | (88,610) |
| NET (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME FOR THE PERIODS | $ (162,390) | $ (630,267) | $ (910,966) | $ (834,828) |
| Net (loss) income per common share - basic and diluted | $ (0.00) | $ (0.01) | $ (0.01) | $ (0.01) |
| Weighted average number of shares outstanding - basic and diluted | 70,440,176 | 70,020,176 | 70,261,485 | 69,964,976 |
See accompanying notes to the unaudited condensed interim consolidated financial statements
Page 3
MINNOVA CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
(Unaudited)
| For the Nine Months Ended December 31, | 2024 | 2023 |
|---|---|---|
| CASH FLOWS USED IN OPERATING ACTIVITIES | ||
| Net loss for the period | $ (910,966) | $ (834,828) |
| Items not involving cash: | ||
| Amortization | 9,666 | 10,810 |
| Share-based payments | 79,556 | - |
| Change in provision for closure and reclamation | 357,574 | 321,610 |
| Interest expense accrued | 6,109 | 2,224 |
| Accretion of provision for closure and reclamation | 84,892 | 88,610 |
| (373,169) | (411,574) | |
| Changes in non-cash working capital balances: | ||
| Amounts receivable | (16,761) | (13,278) |
| Prepaid expenses | - | - |
| Accounts payable and accrued liabilities | 323,472 | 262,332 |
| 306,711 | 249,054 | |
| Cash flows used in operating activities | (66,458) | (162,520) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from loan payable | 47,000 | 33,200 |
| Proceeds from exercise of warrants | 21,000 | - |
| Cash flows provided by financing activities | 68,000 | 33,200 |
| Increase (decrease) in cash | 1,542 | (129,320) |
| Cash, beginning of period | 1,378 | 129,726 |
| Cash, end of period | $ 2,920 | $ 406 |
See accompanying notes to the unaudited condensed interim consolidated financial statements
Page 4
MINNOVA CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in Canadian Dollars)
(Unaudited)
| Share-based Payment Reserves | |||||||
|---|---|---|---|---|---|---|---|
| Number | Amount | Stock options reserve | Share purchase warrant reserve | DSU and RSU reserve | Deficit | Total | |
| Balance, March 31, 2023 | 69,888,176 | $ 25,283,173 | $ 802,351 | $ 108,804 | $ 828,690 | $(31,066,181) | $(4,043,163) |
| Shares issued in settlement of transaction costs for loan payable (note 6) | 132,000 | 3,960 | - | - | - | - | 3,960 |
| Cancellation of stock options | - | - | - | (48,506) | - | 48,506 | - |
| Loss and comprehensive loss for the period | - | - | - | - | - | (834,828) | (834,828) |
| Balance, December 31, 2023 | 70,020,176 | $ 25,287,133 | $ 802,351 | $ 60,298 | $ 828,690 | $(31,852,503) | $(4,874,032) |
| Balance, March 31, 2024 | 70,020,176 | $ 25,287,133 | $ 535,597 | $ 108,804 | $ 828,690 | $(31,136,106) | $(4,375,882) |
| Share-based compensation | - | - | 79,556 | - | - | - | 79,556 |
| Shares issued on exercise of broker warrants | 420,000 | 47,139 | - | (26,139) | - | - | 21,000 |
| Expiry of warrants and broker warrants | - | - | - | (82,665) | - | 82,664 | (1) |
| Loss and comprehensive loss for the period | - | - | - | - | - | (910,966) | (910,966) |
| Balance, December 31, 2024 | 70,440,176 | $ 25,334,272 | $ 615,153 | $ - | $ 828,690 | $(31,964,408) | $(5,186,293) |
See accompanying notes to the unaudited condensed interim consolidated financial statements
MINNOVA CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
(UNAUDITED)
(Expressed in Canadian Dollars)
1. NATURE OF OPERATIONS AND GOING CONCERN
Minnova Corp. (the "Company") is a public company incorporated on July 19, 1994, pursuant to the laws of the Companies Act of Barbados. Since the Company's management and the principal office of the Company are located in Toronto, Ontario, a continuance (the "Continuance") of the Company from the laws of Barbados to the laws of the Province of Ontario was filed on April 21, 2010. As a result of the Continuance, the corporate legislation that governs the Company ceased to be the Barbados Act and the Company is now governed by the Business Corporations Act (Ontario). The registered office of the Company is located at 217 Queen Street West, Suite 401, Toronto, Ontario, M5V 0R2. On June 26, 2014, the Company changed its name to "Minnova Corp." and commenced trading on the Toronto Stock Venture Exchange ("TSX-V") on June 27, 2014, under the new symbol "MCI".
The Company's core business is exploration and development of mineral properties in Manitoba Canada, specifically the past producing PL Gold Mine. The Company's operations are subject to government legislation, policies and controls relating to prospecting, development, production, environmental protection, mining taxes and labour standards. In order for the Company to carry out its exploration and development activities, the Company is required to hold certain permits. There is no assurance that the Company's existing permits will be renewed or that new permits that have been or will be applied for will be granted. Major expenditures are required to locate and establish ore reserves, to develop metallurgical processes and to construct mining and processing facilities at the PL Gold Mine.
Major expenditures are required to locate and establish ore reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site and research related to biomass gasification technology development.
Although the Company has taken steps to verify title to exploration properties in which it has an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company's title. Property title may be subject to other licensing requirements or regulations, social licensing requirements, unregistered prior agreements, unregistered claims, aboriginal land claims and non-compliance with regulatory requirements.
In order to meet future expenditures and cover administrative costs, the Company will need to raise additional financing. The Company has a working capital deficiency of $1,641,159 (March 31, 2024 - $1,282,880) and a deficit of $31,964,408 (March 31, 2024 - $31,136,106) as at December 31, 2024 and will require additional financing to fund its continuing exploration and research efforts. These conditions indicate the existence of material uncertainties that cast significant doubt about the Company's ability to continue as a going concern. Although the Company has been successful in raising funds to date, there can be no assurance that adequate funding will be available in the future, or available under terms acceptable to the Company. These unaudited condensed interim consolidated financial statements have been prepared on a going concern basis that assumes the Company will be able to continue to realize its assets and discharge its liabilities in the normal course of business. In the event the Company is not able to obtain adequate funding, there is uncertainty as to whether the Company will be able to maintain its property interests. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities that would be necessary if the Company were unable to obtain adequate financing. Such adjustments could be material. Changes in future conditions could require material write downs of the carrying values of certain assets.
The unaudited condensed interim consolidated financial statements were approved by the Board of Directors on February 20, 2025.
MINNOVA CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
(UNAUDITED)
(Expressed in Canadian Dollars)
2. BASIS OF PREPARATION
Statement of Compliance:
These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual consolidated financial statements required by International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").
The accounting policies applied in these unaudited condensed interim consolidated financial statements are based on IFRS issued and outstanding as at February 20, 2025, the date the Board of Directors approved these unaudited condensed interim consolidated financial statements for issue. The same accounting policies and methods of computation are followed in these unaudited condensed interim consolidated financial statements as compared with the most recent annual financial statements as at and for the year ended March 31, 2024. Any subsequent changes to IFRS that are issued and effective as at March 31, 2025 could result in a restatement of these unaudited condensed interim consolidated financial statements.
New IFRS Standards Adopted
During the period ended December 31, 2024, the Company adopted the following new IFRS amendment. This amendment did not have any material impact on the Company's unaudited condensed interim consolidated financial statements, and are described as follows:
IAS 1 – Presentation of Financial Statements ("IAS 1") was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or noncurrent is based solely on a company's right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company's own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. The amendments are effective for annual periods beginning on January 1, 2024.
Accounting Pronouncements Issued but not Applied
Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after April 1, 2024. Many are not applicable or do not have a significant impact to the Company and have been excluded. The following have not yet been adopted and are being evaluated to determine their impact on the Company:
IFRS 10 – Consolidated condensed interim financial statements ("IFRS 10") and IAS 28 – Investments in Associates and Joint Ventures ("IAS 28") were amended in September 2014 to address a conflict between the requirements of IAS 28 and IFRS 10 and clarify that in a transaction involving an associate or joint venture, the extent of gain or loss recognition depends on whether the assets sold or contributed constitute a business. The effective date of these amendments is yet to be determined; however early adoption is permitted.
There are no other IFRS standards or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.
MINNOVA CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
(UNAUDITED)
(Expressed in Canadian Dollars)
3. PROPERTY AND EQUIPMENT
Cost
| Equipment | Buildings | Total | |
|---|---|---|---|
| Balance, March 31, 2024 and December 31, 2024 | $ 105,000 | $ 305,096 | $ 410,096 |
Accumulated Amortization
| Equipment | Buildings | Total | |
|---|---|---|---|
| Balance, March 31, 2024 | $ 83,531 | $ 133,215 | $ 216,746 |
| Amortization for the period | 3,220 | 6,446 | 9,666 |
| Balance, December 31, 2024 | $ 86,751 | $ 139,661 | $ 226,412 |
Carrying Amount
| Equipment | Buildings | Total | |
|---|---|---|---|
| Balance, March 31, 2024 | $ 21,469 | $ 171,881 | $ 193,350 |
| Balance, December 31, 2024 | $ 18,249 | $ 165,435 | $ 183,684 |
4. EXPLORATION AND EVALUATION EXPENDITURES
PL Project (PL Property and Nokomis Property)
The Company owns a 100% interest in the PL Mine and contiguous Nokomis property, located in Manitoba, subject to a 3% net smelter royalty (NSR) that reduces to 2.5% and 2% if gold is below US$1,000/oz and US$750/oz, respectively.
The Company incurred exploration and evaluation expenditures of $54,000 and $108,000, respectively (2023 - $31,368 and $99,364, respectively) for the three and six months ended September 30, 2024.
| Three months ended December 31, | Nine months ended December 31, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Drilling | $ - | $ 4,368 | $ - | $ 18,364 |
| Consulting and professional fees | 54,000 | 27,000 | 108,000 | 81,000 |
| Total | $ 54,000 | $ 31,368 | $ 108,000 | $ 99,364 |
MINNOVA CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
(UNAUDITED)
(Expressed in Canadian Dollars)
5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| December 31, 2024 | March 31, 2024 | |
|---|---|---|
| Trade payables | $ 1,178,240 | $ 831,959 |
| Accrued liabilities | 339,704 | 362,512 |
| Total | $ 1,517,944 | $ 1,194,471 |
The following is an aged analysis of the accounts payable and accrued liabilities:
| December 31, 2024 | March 31, 2024 | |
|---|---|---|
| Less than 1 month | $ 464,041 | $ 113,770 |
| 1 to 3 months | 43,203 | 83,891 |
| Over 3 months | 1,010,700 | 996,810 |
| Total | $ 1,517,944 | $ 1,194,471 |
6. LOAN PAYABLES
(i) The loan payables comprise $80,700 (March 31, 2023 - $88,000) loan payable to the Chief Executive Officer ("CEO") of the Company. The loan payables are non-interest bearing, unsecured and due on demand. During the year ended March 31, 2024, the Company repaid $7,800 (2023 - $nil) of the loan repayable.
(ii) On July 20, 2023, the Company issued a unsecured promissory note in the principal amount of $33,000 with an annual interest rate of 15% and is due on demand to a company controlled by the interim Chief Financial Officer ("CFO") of the Company.
On July 24, 2023, the TSX Venture Exchange approved the issuance of an aggregate of 132,000 common shares of the Company as a loan bonus to the company controlled by the interim CFO of the Company. The common shares were valued at $3,960 (note 9(b)) based on stock price of the Company's common shares on the date of issuance and had been recorded as the transaction cost of the loan payable to the company controlled by the interim CFO. During the three and nine months ended December 31, 2024, the Company accrued $1,248 and $3,730 interest expense respectively for the promissory note.
(iii) During the nine months ended December 31, 2024, the Company issued a unsecured promissory note in the principal amount of $25,000 with an annual interest rate of 15% and is due on demand to a director of the Company. During the three and nine months ended December 31, 2024, the Company accrued $945 and $1,445 interest expense respectively for the promissory note.
(iv) During the nine months ended December 31, 2024, the Company issued a unsecured promissory note in the principal amount of $22,000 with an annual interest rate of 15% and is due on demand to the CEO of the Company. During the three and nine months ended December 31, 2024, the Company accrued $832 and $935 interest expense respectively for the promissory note.
MINNOVA CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
(UNAUDITED)
(Expressed in Canadian Dollars)
6. LOAN PAYABLES (Continued)
| December 31, 2024 | March 31, 2024 | |
|---|---|---|
| Opening balance | $ 117,158 | $ 88,000 |
| Addition | 47,000 | 33,500 |
| Interest expense accrued | 6,109 | 3,458 |
| Repayment | - | (7,800) |
| Total | $ 170,267 | $ 117,158 |
| As at | December 31, 2024 | March 31, 2024 |
| Loan payable to CEO of the Company | $ 103,636 | $ 80,700 |
| Promissory note to a company controlled by the interim CFO | 40,187 | 36,458 |
| Promissory note to a director of the Company | 26,444 | - |
| Total | $ 170,267 | $ 117,158 |
7. PROVISION FOR CLOSURE AND RECLAMATION
The Company's provision for closure and reclamation costs is based on management's estimates of costs to abandon and reclaim mineral properties and facilities as well as an estimate of the future timing of the costs to be incurred. The Company has estimated its total provision for closure and reclamation to be $3,728,818 at December 31, 2024 ($3,286,352 - March 31, 2024), based on a total present liability of $4,452,732 (March 31, 2024 - $4,656,122), an inflation rate of 2.17% (March 31, 2024 - 2.83%) and a discount rate of 3.23% (March 31, 2024 - 3.59%). Reclamation is expected to occur in approximately 14.25 years (March 31, 2024 - 15 years).
The Company had provided a letter of credit in the amount of $75,000 to the Government of Manitoba under the terms of the closure plan on the PL Property. The letter of credit was used in the year ended March 31, 2021 and has not been replenished. The impact of this to the Company is unknown. The Company further provided all assets, goods and personal property involved in the operation of the PL Property, as a security of up to $5,000,000 for the performance of the closure plan and the rehabilitation program. As at December 31, 2024 and March 31, 2024, the investment backing the letter of credit has been liquidated and not replaced.
The following is an analysis of the provision for closure and reclamation:
| Balance, March 31, 2024 | $ 3,286,352 |
|---|---|
| Effect of changes in the inflation and discount rate | 357,574 |
| Accretion incurred in the year | 84,892 |
| Balance, December 31, 2024 | $ 3,728,818 |
During the three and nine months ended March 31, 2024, the Company expensed $29,917 and $84,892, respectively as accretion, which was recorded in finance cost on the statements of operations (three and nine months ended December 31, 2023 - $26,131 and $88,610, respectively).
MINNOVA CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
(UNAUDITED)
(Expressed in Canadian Dollars)
8. DEFERRED STOCK UNITS AND RESTRICTED STOCK UNITS
On January 12, 2017, the Company announced that it issued a total of 300,000 Deferred Stock Units ("DSUs") to non-executive directors as an annual award as outlined in the DSU Plan adopted in August 2016.
The Company also granted 1,500,000 Restricted Share Units ("RSUs") to executives and consultants. The RSUs were granted in accordance with the Company's Restricted Share Unit Plan and are subject to vesting provisions. More specifically, the grant consists of a base amount of 500,000 units with vesting subject to retention while the remaining bonus units are subject to performance conditions.
The DSUs vested immediately on the date of grant and the RSUs vested as to one-third on the date of grant, one-third in six months and one-third in twelve months.
In February 2023, the Company's DSU and RSU plan were updated to an Omnibus Long Terms Incentive Plan (LTIP).
During the year ended March 31, 2019, 825,000 RSU had been forfeited or expired.
During the year ended March 31, 2024, the Company recorded stock-based compensation of $nil (2023 - $nil) relating to the RSUs in the consolidated statements of operations and comprehensive loss.
As at December 31, 2024 and March 31, 2024, all of the 300,000 DSUs and the 675,000 of the RSUs had fully vested.
Under the DSU and RSU portion of the Long Term Incentive Plan, the maximum number of common shares subject to issuance is 6,856,817.
| DSU | RSU | |
|---|---|---|
| Balance, March 31, 2023, December 31, 2023, March 31, 2024 and December 31, 2024 | 300,000 | 675,000 |
9. SHARE CAPITAL
(a) Authorized:
Unlimited number of common shares with no par value.
(b) Common Shares Issued:
| Number of Shares | Amount | |
|---|---|---|
| Balance, March 31, 2023 | 69,888,176 | $ 25,283,173 |
| Shares issued in settlement of transaction costs for loan payable (note 6) | 132,000 | 3,960 |
| Balance, December 31, 2023 | 70,020,176 | $ 25,287,133 |
MINNOVA CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
(UNAUDITED)
(Expressed in Canadian Dollars)
9. SHARE CAPITAL (Continued)
(b) Common Shares Issued (continued):
| Balance, March 31, 2024 | 70,020,176 | $ 25,287,133 |
|---|---|---|
| Shares issued upon exercise of broker warrants | 420,000 | 21,000 |
| Fair value of broker warrants exercised | - | 26,139 |
| Balance, December 31, 2024 | 70,440,176 | $ 25,334,272 |
10. SHARE-BASED PAYMENT RESERVES
(a) Stock Options
The Company has granted options for the purchase of common shares to its directors, officers, employees and certain consultants. The purpose of the plan is to attract, retain and motivate these parties by providing them with the opportunity, through share options, to acquire a proprietary interest in the Company and to benefit from its growth. These options are valid for a maximum of 5 years from the date of issue. Vesting terms and conditions are determined by the Board of Directors at the time of the grant. The maximum number of options to be issued under the plan shall not exceed 10% of the total number of common shares issued and outstanding. In February 2023, the Company's stock options plan and RSU plan were updated to an Omnibus Long Terms Incentive Plan (LTIP).
The following table shows the continuity of stock options for the periods ended December 31, 2024 and 2023:
| Number of Stock Options | Weighted Average Exercise Price | |
|---|---|---|
| Balance, March 31, 2023 | 5,760,000 | $ 0.21 |
| Cancelled | (600,000) | 0.11 |
| Balance, December 31, 2023 | 5,160,000 | $ 0.22 |
| Balance, March 31, 2024 | 5,800,000 | $ 0.14 |
| Granted (i) | 1,000,000 | 0.09 |
| Balance, December 31, 2024 | 6,800,000 | $ 0.14 |
(i) On May 16, 2024, the Company granted 1,000,000 stock options to certain directors, officers and consultants to purchase common shares of the Company, exercisable at a price of $0.09 per common share for 5 years. These options vest immediately from the date of grant. The grant date fair value of $79,556 was assigned to the stock options as estimated by using the Black-Scholes option valuation model with the following assumptions: expected dividend yield of 0%, stock price of $0.09, expected volatility of 163% based on historical prices of the Company's stock, risk-free rate of return of 3.64% and an expected life of 5 years.
MINNOVA CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
(UNAUDITED)
(Expressed in Canadian Dollars)
10. SHARE-BASED PAYMENT RESERVES (Continued)
(a) Stock Options (continued)
The following are the stock options outstanding at December 31, 2024:
| Number of Options Issued | Grant Date Fair Value ($) | Number of Options Exercisable | Weighted Average Exercise Price ($) | Weighted Average Remaining Contractual Life (years) | Expiry Date |
|---|---|---|---|---|---|
| 900,000 | 132,766 | 900,000 | 0.25 | 0.58 | July 30, 2025 |
| 1,050,000 | 204,739 | 1,050,000 | 0.30 | 1.19 | March 11, 2026 |
| 800,000 | 64,674 | 800,000 | 0.11 | 1.95 | December 13, 2026 |
| 50,000 | 10,638 | 50,000 | 0.13 | 2.23 | March 24, 2027 |
| 1,500,000 | 84,479 | 1,500,000 | 0.08 | 3.12 | February 15, 2028 |
| 1,500,000 | 38,302 | 1,500,000 | 0.05 | 4.16 | February 26, 2029 |
| 1,000,000 | 79,556 | 1,000,000 | 0.09 | 4.38 | May 16, 2029 |
| 6,800,000 | 615,154 | 6,800,000 | 0.14 | 2.76 |
(b) Share Purchase Warrants
The following table shows the continuity of share purchase warrants for the periods ended December 31, 2024 and 2023:
| Number of Warrants | Weighted Average Exercise Price | |
|---|---|---|
| Balance, March 31, 2023, December 31, 2023 and March 31, 2024 | 5,000,000 | $ 0.07 |
| Expired | (5,000,000) | 0.07 |
| Balance, December 31, 2024 | - | $ - |
(c) Broker Warrants
The following table shows the continuity of broker warrants for the periods ended December 31, 2024 and 2023:
| Number of Broker Warrants | Weighted Average Exercise Price | |
|---|---|---|
| Balance, March 31, 2023, December 31, 2023 and March 31, 2024 | 1,030,000 | $ 0.08 |
| Exercised | (420,000) | 0.05 |
| Expired | (560,000) | 0.10 |
| Balance, December 31, 2024 | - | $ - |
MINNOVA CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
(UNAUDITED)
(Expressed in Canadian Dollars)
11. GENERAL AND ADMINISTRATIVE
| Three Months Ended December 31, | Nine Months Ended December 31, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Office and general | $ 3,291 | $ 4,015 | $ 28,878 | $ 23,303 |
| Stock exchange and transfer agent fees | 3,179 | (600) | 34,240 | 18,596 |
| Shareholder information | 1,506 | - | 1,506 | 3,614 |
| General and administrative | $ 7,976 | $ 3,415 | $ 64,624 | $ 45,513 |
12. RESEARCH EXPENSES
The Company established Minnova Renewable Energy Inc. to pursue research and development programs focused on investing in and developing innovative biomass gasification technology.
During the three and nine months ended December 31, 2024, the Company incurred $- and $54,000, respectively (three and nine months ended December 31, 2023 - $27,000 and $133,835, respectively) in research expenses.
13. SEGMENTED INFORMATION
Operating segments are reported in a manner consistent with internal reporting provided to the chief operating decision maker. The chief operating decision maker is responsible for allocating resources and assessing performance of the operating segments and has been identified as the Company's CEO. During the year ended March 31, 2024, the Company has two operating segments.
The Company's reportable segments for the periods ended December 31, 2024 and 2023 are based on the Company's operations and include mineral exploration and renewable energy.
| As at December 31, 2024 | Mineral exploration | Renewable energy | Corporate | Total |
|---|---|---|---|---|
| Current assets | $ - | $ - | $ 47,052 | $ 47,052 |
| Non-current asset | - | - | 183,684 | 183,684 |
| Total assets | $ - | $ - | $ 230,736 | $ 230,736 |
| Total liabilities | $ 4,166,040 | $ 260,528 | $ 990,461 | $ 5,417,029 |
For the nine months ended December 31, 2024
| Research expense | $ - | $ 54,000 | $ - | $ 54,000 |
|---|---|---|---|---|
| Exploration and evaluation expenditures | 108,000 | - | - | 108,000 |
| Finance costs | 84,892 | - | - | 84,892 |
| Management and director compensation | - | - | 48,000 | 48,000 |
| Share-based payments | 33,811 | 33,811 | 11,934 | 79,556 |
| General and administrative | - | - | 64,624 | 64,624 |
| Professional and consulting fees | - | - | 104,676 | 104,676 |
| Amortization | - | - | 9,666 | 9,666 |
| Interest income | - | - | (22) | (22) |
| Change in provision for closure and reclamation | 357,574 | - | - | 357,574 |
| Net loss | $ 584,277 | $ 87,811 | $ 238,878 | $ 910,966 |
MINNOVA CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
(UNAUDITED)
(Expressed in Canadian Dollars)
13. SEGMENTED INFORMATION (Continued)
For the three months ended December 31, 2024
| Research expense | $ - | $ - | $ - | $ - |
|---|---|---|---|---|
| Exploration and evaluation expenditures | 54,000 | - | - | 54,000 |
| Finance costs | 29,917 | - | - | 29,917 |
| Management and director compensation | - | - | 16,000 | 16,000 |
| General and administrative | - | - | 7,976 | 7,976 |
| Professional and consulting fees | - | - | 47,350 | 47,350 |
| Amortization | - | - | 3,222 | 3,222 |
| Change in provision for closure and reclamation | 3,925 | - | - | 3,925 |
| Net loss | $ 87,842 | $ - | $ 74,548 | $ 162,390 |
| As at March 31, 2024 | Mineral exploration | Renewable energy | Corporate | Total |
| --- | --- | --- | --- | --- |
| Current assets | $ - | $ - | $ 28,749 | $ 28,749 |
| Non-current asset | - | - | 193,350 | 193,350 |
| Total assets | $ - | $ - | $ 222,099 | $ 222,099 |
| Total liabilities | $ 3,567,534 | $ 138,491 | $ 891,956 | $ 4,597,981 |
For the nine months ended December 31, 2023
| Research expense | $ - | $ 133,835 | $ - | $ 133,835 |
|---|---|---|---|---|
| Exploration and evaluation expenditures | 99,364 | - | - | 99,364 |
| Finance costs | 88,610 | - | - | 88,610 |
| Share-based payments, management and director compensation | - | - | 66,000 | 66,000 |
| General and administrative | - | - | 45,513 | 45,513 |
| Professional and consulting fees | - | - | 80,480 | 80,480 |
| Amortization | - | - | 10,810 | 10,810 |
| Foreign exchange gain | - | - | (11,394) | (11,394) |
| Change in provision for closure and reclamation | 321,610 | - | - | 321,610 |
| Net loss | $ 509,584 | $ 133,835 | $ 191,409 | $ 834,828 |
MINNOVA CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
(UNAUDITED)
(Expressed in Canadian Dollars)
13. SEGMENTED INFORMATION (Continued)
For the three months ended December 31, 2023
| Research expense | $ - | $ 27,000 | $ - | $ 27,000 |
|---|---|---|---|---|
| Exploration and evaluation expenditures | 31,368 | - | - | 31,368 |
| Finance costs | 26,131 | - | - | 26,131 |
| Management and director compensation | - | - | 22,000 | 22,000 |
| General and administrative | - | - | 3,415 | 3,415 |
| Professional and consulting fees | - | - | 49,611 | 49,611 |
| Amortization | - | - | 3,603 | 3,603 |
| Change in provision for closure and reclamation | 467,139 | - | - | 467,139 |
| Net (income) loss | $ 524,638 | $ 27,000 | $ 78,629 | $ 630,267 |
14. RELATED PARTY TRANSACTIONS
Related parties include the Board of Directors, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions.
(a) The Company entered into the following transactions with related parties recorded as professional and consulting fees:
(i) A director and interim CFO of the Company is a partner at Irwin Lowy LLP, a law firm, and during the three and nine months ended December 31, 2024, the Company incurred $nil and $20,008, respectively (three and nine months ended December 31, 2023 - $601 and $6,055, respectively) filing fees with Irwin Lowy LLP. As at December 31, 2024, the Company owed $102,137 (March 31, 2024 - $93,992) to this firm and this amount is included in accounts payable and accrued liabilities. The amount is unsecured, non-interest bearing with no fixed terms of repayment.
As at December 31, 2024, $2,268 (March 31, 2024 - $278) of cash was held in the Irwin Lowy LLP trust account.
(b) Remuneration of directors and key management personnel of the Company was as follows:
| Three Months Ended December 31, | Nine Months Ended December 31, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Directors fees | $ 16,000 | $ 16,000 | $ 48,000 | $ 48,000 |
| Amounts paid or accrued to CEO for salaries, consulting and benefits | 60,000 | 60,000 | 180,000 | 180,000 |
| Share-based payments | - | - | 51,711 | - |
(i) As at December 31, 2024, the Company owed $395,683 (March 31, 2024 - $320,083) to a corporation controlled by the CEO of the Company and this amount is included in accounts payable and accrued liabilities. This amount is unsecured, non-interest bearing with no fixed terms of repayment. During the three and nine months ended December 31, 2024, $nil and $54,000, respectively (three and nine months ended December 31, 2023 - $27,000 and $81,000, respectively) of these fees were recorded as exploration and evaluation expenditures, $54,000 and $108,000, respectively (three and nine months ended December 31, 2023 - $27,000 and $81,000, respectively) were recorded as research expenses and $6,000 and $18,000, respectively (three and nine months ended December 31, 2023 - $6,000 and $18,000 respectively) were recorded in management and directors' compensation.
MINNOVA CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
(UNAUDITED)
(Expressed in Canadian Dollars)
14. RELATED PARTY TRANSACTIONS (Continued)
(b) Remuneration of directors and key management personnel of the Company was as follows (continued):
Director fees - the Board of Directors do not have employment or service contracts with the Company. Directors are entitled to director fees and stock options for their services. As at December 31, 2024, the Company owed $305,998 (March 31, 2024 - $257,998) to the directors and $184,544 (March 31, 2024 - $166,951) to the CEO of the Company which was included in the accounts payable and accrued liabilities. These amounts are unsecured, non-interest bearing with no fixed term of repayment.
See Notes 5, 6, 9, 10(a)(ii) and 16.
15. ENVIRONMENTAL CONTINGENCIES
The Company's exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment and believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.
16. COMMITMENTS AND CONTINGENCIES
Pursuant to the terms of the flow-through share agreements, the Company needs to comply with its flow-through contractual obligations with subscribers with respect to the Income Tax Act (Canada). The Company has indemnified the subscribers of current and previous flow-through share offerings against any tax related amounts that become payable by the shareholder as a result of the Company not meeting its expenditure commitments but is subject to further indemnification contingencies upon reassessment by tax authorities.
The Company is party to a senior management contract and is committed to an annual payment of fees $240,000. This contract contains clauses requiring additional payments of up to $480,000 be made upon the occurrence of certain events such as a change of control or termination without cause. As a triggering event has not occurred, the contingent payments have not been reflected in these financial statements.
17 SUBSEQUENT EVENT
On January 22, 2025, the Company received shareholder approval to settle $800,000 by issuing 15,999,999 shares.