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Optimind Pharma Corp. — Interim / Quarterly Report 2025
Jul 30, 2025
46410_rns_2025-07-30_ec31d412-838b-4dc4-928e-fd84a67afec1.pdf
Interim / Quarterly Report
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OPTIMIND PHARMA CORP.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MAY 31, 2025 AND 2024
(Unaudited- expressed in Canadian Dollars)
NOTICE TO READER
Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the interim financial statements have not been reviewed by an auditor.
The accompanying unaudited consolidated interim financial statements have been prepared by and are the responsibility of management.
The Company's independent auditor has not performed a review of these consolidated interim financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.
OPTIMIND PHARMA CORP.
Table of contents
Cover 1
Table of contents 2
Interim Consolidated Statements of Financial Position (unaudited) 3
Interim Consolidated Statement of Loss and Comprehensive Loss (unaudited) 4
Interim Consolidated Statement of Changes in Shareholders' Deficiency (unaudited) 5
Interim Consolidated Statement of Cash Flows (unaudited) 6
Notes to the Condensed Interim Consolidated Financial Statements 7-22
Optimind Pharma Corp.
Interim Consolidated Statements of Financial Position
(in Canadian dollars)
(Unaudited)
| ASSETS | May | February |
|---|---|---|
| 31, 2025 | 28, 2025 | |
| CURRENT | ||
| Cash | $ 106,289 | $ 83,774 |
| Accounts receivable | 34,941 | 35,706 |
| Sales tax receivable | 26,439 | 30,654 |
| 167,669 | 150,134 | |
| Equity Investments (Note 5) | 50,000 | 50,000 |
| TOTAL ASSETS | $ 217,669 | $ 200,134 |
| LIABILITIES AND SHAREHOLDERS' DEFICIENCY | ||
| LIABILITIES | ||
| CURRENT | ||
| Accounts payable and accrued liabilities | $ 166,355 | $ 149,326 |
| Convertible debentures (Note 11) | 120,637 | 125,637 |
| 286,992 | 274,963 | |
| TOTAL LIABILITIES | 286,992 | 274,963 |
| SHAREHOLDERS' DEFICIENCY | ||
| Share capital (Note 10(a)) | 4,798,743 | 4,792,943 |
| Contributed surplus (Note 11) | 8,674 | 8,674 |
| Share based payment reserve (Note 10(b)) | 162,400 | 162,400 |
| Accumulated deficit | (5,039,140) | (5,038,846) |
| TOTAL SHAREHOLDERS' DEFICIENCY | (69,323) | (74,829) |
| TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY | $ 217,669 | $ 200,134 |
Organization and nature of operations (Note 1)
Basis of presentation and going concern (Note 2)
Approved on behalf of the Board of Directors:
/s/ "David Goodman"
David Goodman, Director
/s/ "David Yu"
David Yu, Director
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
3
Optimind Pharma Corp.
Interim Consolidated Statements of Loss and Comprehensive Loss
(in Canadian dollars)
(Unaudited)
| For the three months ended May 31, 2025 | For the three months ended May 31, 2024 | |
|---|---|---|
| Revenue | $ 35,705 | $ 16,049 |
| Operating expenses: | ||
| Consulting fees (Note 12) | $ 14,180 | $ 91,500 |
| Contract work | 10,530 | 11,959 |
| Computer and software expenses | 1,017 | 435 |
| Legal and professional expenses | 1,440 | 2,120 |
| Office and general | 7,136 | 5,286 |
| Transfer agent and regulatory fees | 1,696 | 2,250 |
| Total operating expenses | $ 35,999 | $ 113,550 |
| Loss before income taxes | (294) | (97,501) |
| Deferred tax recovery | - | - |
| Loss and comprehensive loss | $ (294) | $ (97,501) |
| Loss per share-Basic and Diluted | $ (0.000) | $ (0.001) |
| Weighted average number of shares outstanding-Basic and Diluted | 104,703,708 | 116,888,491 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
4
Optimind Pharma Corp.
Interim Consolidated Statements of Changes in Shareholders' Deficiency
(in Canadian dollars)
(Unaudited)
| Number of common shares outstanding | Share capital | Contributed surplus | Share- based compensation reserve | Deficit | Total | |
|---|---|---|---|---|---|---|
| Balance as of February 29, 2024 | 116,888,491 | $ 4,522,943 | $ 8,674 | $ 162,400 | $ (4,823,034) | $ (129,017) |
| Net loss for the period | - | - | - | - | (97,501) | (97,501) |
| Balance as of May 31, 2024 | 116,888,491 | $ 4,522,943 | $ 8,674 | $ 162,400 | $ (4,920,535) | $ (226,518) |
| Balance as of February 28, 2025 | 109,788,491 | $ 4,792,943 | $ 8,674 | $ 162,400 | $ (5,038,846) | $ (74,829) |
| Cancellation of shares | (7,000,000) | - | - | - | - | - |
| Shares issued for services | 160,000 | 800 | - | - | - | 800 |
| Shares issued on conversion of convertible debentures | 200,000 | 5,000 | - | 5,000 | ||
| Net loss for the period | - | - | - | - | (294) | (294) |
| Balance as at May 31, 2025 | 103,148,491 | $ 4,798,743 | $ 8,674 | $ 162,400 | $ (5,039,140) | $ (69,323) |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
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Optimind Pharma Corp.
Interim Consolidated Statements of Cash Flows
For the three months ended:
(in Canadian dollars)
(Unaudited)
| May 31, 2025 | May 31, 2024 | |
|---|---|---|
| OPERATING ACTIVITIES | ||
| Net loss | $ (294) | $ (97,501) |
| Non-cash items included in net loss and other adjustments: | ||
| Issue of common shares for services | 800 | - |
| Changes in non-cash working capital: | ||
| Accounts receivables | 765 | 2,650 |
| Sales tax receivable | 4,215 | 105,428 |
| Accounts payable and accrued liabilities | 17,029 | 106,828 |
| CASH FROM (USED IN) OPERATING ACTIVITIES | 22,515 | (117,405) |
| NET CHANGE IN CASH DURING THE PERIOD | 22,515 | 117,405 |
| CASH, BEGINNING OF PERIOD | 83,774 | 28,696 |
| CASH, END OF PERIOD | $ 106,289 | $ 146,101 |
| Cash consists of: | ||
| Cash | $ 106,289 | 146,101 |
| Restricted cash | $ - | - |
| Cash paid for interest | $ - | $ - |
| Cash paid for taxes | $ - | $ - |
Non-cash transactions:
The following were non-cash transactions during the three-month period ended May 31, 2025:
a) The Company issued 160,000 common shares fair valued at $800 for services
b) 200,000 common shares issued at $0.025 per share for conversion of $5,000 convertible debt.
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Optimind Pharma Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three months ended May 31, 2025 and 2024
(in Canadian dollars)
(Unaudited)
- Organization and Nature of Operations
Optimind Pharma Corp., formerly Loon Energy Corporation, (“Optimind” or the “Company”) was incorporated pursuant to the provisions of the Business Corporation Act (Alberta) on October 30, 2008 in conjunction with the reorganization by legal plan of arrangement of Loon Energy Inc. (“Loon”) and on November 23, 2021 under the laws of Ontario respectively. On July 28, 2022, the Company completed a triangular amalgamation (the “Transaction”) with its wholly owned subsidiary 1000033135 Ontario Inc. and Optimind Pharma Inc. (“OPI”), a private company incorporated under the Province of Ontario. During the transaction, the Company acquired all of the issued and outstanding shares of OPI (the "Target Shares") by share exchange, including Redytogo Limited which is 100% owned by OPI. All of the Target Shares were exchanged on the basis of one common share of the Company for one Target Share. To facilitate the execution of the transaction, on November 23, 2021 the Company incorporated 1000033135 Ontario Inc (the “Subsidiary”). Prior to the Amalgamation, the Company completed a share consolidation of its outstanding common shares on a 1.713084 for one basis. After the share consolidation, the Company issued 8,649,983 of the resulting issuer’s common shares to the former shareholders of Loon Energy Corporation.
Loon Energy Corporation’s shares were listed on the TSX Venture exchange (“TSX.V”). At the Company’s request, Loon Energy Corporation’s shares were delisted from TSX.V on June 24, 2022. On August 4, 2022, the Company’s shares began trading on the Canadian Securities Exchange (“CSE”) under the symbol OMND. The Company’s corporate head office is located at 77 King Street W, Suite 3000, Toronto, Ontario, Canada, M5K 1G8. The Board of Directors of the Company authorized these financial statements for issuance on July 30, 2025.
- Basis of Presentation and Going Concern
Basis of Preparation
These condensed interim financial statements have been prepared on the historical cost basis except for financial instruments recorded at fair value. In addition, these interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The functional currency of the Company is the Canadian dollar, which is also the Company’s reporting currency.
Statement of Compliance
These condensed interim consolidated financial statements (the "Financial Statements") are unaudited and have been prepared on a condensed basis in accordance with International Accounting Standard 34, Interim Financial Reporting issued by the International Accounting Standards Board ("IASB"), using accounting policies of International Financial Reporting Standards ("IFRS") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC"). Accordingly, they do not include all of the information required for full annual financial statements required by IFRS as issued by IASB and interpretations issued by IFRIC. The condensed interim financial statements should be read in conjunction with the annual audited financial statements for the year ended February 28, 2025, which have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board ("IASB"). The unaudited condensed interim financial statements are based on accounting policies as described in the February 28, 2025, audited financial statements.
Optimind Pharma Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three months ended May 31, 2025 and 2024
(in Canadian dollars)
(Unaudited)
2. Basis of Presentation and Going Concern (Cont'd)
Going Concern Assumption
These financial statements have been prepared using IFRS on a going concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business, for the next fiscal year. At May 31, 2025, the Company had cash of $106,289, a working capital deficit of $119,323 and an accumulated deficit of $5,039,140. The continuing operations of the Company are dependent on funding provided by equity investors. The Company intends to finance its future requirements through a combination of equity and/or debt issuance. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms.
These uncertainties may cast significant doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the carrying value or presentation of assets or liabilities that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material.
Significant Accounting Judgments and Estimates
The preparation of these financial statements in compliance with IFRS requires management to make certain critical accounting estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, shareholders' equity, and the disclosure of contingent assets and liabilities, as at the date of the financial statements, and expenses for the period reported.
Critical Judgements
The preparation of these financial statements requires management to make judgements regarding the going concern of the Company (discussed above), as well as the determination of functional currency. The functional currency is the currency of the primary economic environment in which an entity operates. The functional currency for the Company has been determined to be the Canadian dollar.
Optimind Pharma Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three months ended May 31, 2025 and 2024
(in Canadian dollars)
(Unaudited)
2. Basis of Presentation and Going Concern (Cont'd)
Significant Accounting Judgments and Estimates (Cont'd)
Critical Judgements (Cont'd)
Key Sources of Estimation Uncertainty
Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates and such differences could be significant.
Significant estimates made by management affecting the financial statements include:
Deferred tax assets & liabilities
The estimation of income taxes includes evaluating the recoverability of deferred tax assets and liabilities based on an assessment of the Company's ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets and liabilities will not be realized. The ultimate realization of deferred tax assets and liabilities is dependent upon the generation of future taxable income. To the extent that management's assessment of the Company's ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets or liabilities, and deferred income tax provisions or recoveries could be affected.
Determination of Purchase Price Allocation
Estimates are made in determining the fair value of assets and liabilities, including the valuation of separately identifiable intangibles acquired as part of an acquisition. Management exercises judgment in estimating the probability and timing of when cash flows are expected to be achieved, which is used as the basis for estimating fair value. Future performance results that differ from management's estimates could result in changes to liabilities recorded, which are recorded as they arise through profit or loss. The fair value of identified intangible assets is determined using appropriate valuation techniques which are generally based on a forecast of the total expected future net cash flows of the acquiree. Valuations are highly dependent on the inputs used and assumptions made by management regarding the future performance of these assets and any changes in the discount rate applied. Acquisitions that do not meet the definition of a business combination are accounted for as asset acquisitions. Consideration paid for an asset acquisition is allocated to the individual identifiable assets acquired and liabilities assumed based on their relative fair values. Asset acquisitions do not give rise to goodwill.
Useful life of intangible assets
The intangible asset is depreciated over its estimated useful life. Estimated useful lives are determined based on current facts and past experience and takes into consideration the anticipated life of the asset, the potential for technological obsolescence, and regulations.
Optimind Pharma Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three months ended May 31, 2025 and 2024
(in Canadian dollars)
(Unaudited)
2. Basis of Presentation and Going Concern (Cont'd)
Significant Accounting Judgments and Estimates (Cont'd)
Impairment of goodwill and other intangible assets
The impairment assessment associated with goodwill and other intangible assets involve significant estimates and assumptions, including those with respect to the determination of cash generating units ("CGUs"), future cash inflows and outflows, discount rates and useful asset lives. At least annually, the carrying amount of goodwill and other intangible assets are reviewed for potential impairment. Among other things, this review considers the recoverable amounts of the CGUs based on the higher of value in use or fair value less costs of disposal using discounted estimated future cash flows. These significant estimates require considerable judgment which could affect the Company's future results if the current estimates of future performance and fair value change.
Impairment of investment in associate
The impairment assessment for the investment in associate involve significant estimates and assumptions. At least annually, the carrying amount investment in associate is reviewed for potential impairment. Among other things, this review considers the recoverable amounts of the associate based on the higher of value in use or fair value less costs of disposal using discounted estimated future cash flows. These significant estimates require considerable judgment which could affect the Company's future results if the current estimates of future performance and fair value change.
Leases
The Company estimates the lease term by considering the facts and circumstances that can create an economic incentive to exercise an extension option, or not exercise a termination option by assessing relevant factors such as store profitability. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). The assessment of the lease term is reviewed if a significant event or a significant change in circumstance occurs, which affects this assessment and is within the control of the lessee. The Company estimates the incremental borrowing rate used to measure our lease liability for each lease contract. This includes estimation in determining the asset-specific security impact.
Share-based payments
Estimating fair value for granted stock options requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the option, volatility, dividend yield, and rate of forfeitures and making assumptions about them.
3. Significant Accounting Policies
The accounting policies set out in the financial statements for the period ended February 28, 2025, have been applied consistently to all periods presented in these interim financial statements.
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Optimind Pharma Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three months ended May 31, 2025 and 2024
(in Canadian dollars)
(Unaudited)
4. Investment in Associates
Manitari Pharma Inc. ("Manitari")
In May 2021, the Company acquired 40% ownership of Manitari which made the Company has significant influence over Manitari's operations, but not control. The financial results of Manitari will be included in the Company's results according to the equity method.
The consideration transferred for the 40% ownership included 7,000,000 common shares of the Company and $100,000 of cash. The 7,000,000 common shares were valued at $210,000. Manitari has applied for a Psilocybin dealers license to produce Psilocybin for use in micro doses in-clinic for Psilocybin-PEP, will be accessible to qualified non-native patients through North America. As at February 28, 2023, the management impaired the investment in Manitari to zero due to lack of revenue.
As at February 29, 2024, the Company had advanced cash of $193,357 (2023- $170,500) to Manitari to finance Manitari's operation. The cash advance had been recorded as loan to related party during the year ended February 29, 2024. This loan is unsecured, non-interest bearing and due on demand. As of February 29, 2024, the Company impaired the loan of $193,357.
In March 2025, the Company relinquished its 40% equity interest in Manitari and forgave the funds advanced by the Company to Manitari, in exchange for the cancellation of 7 million Optimind Shares previously issued to a shareholder of Manitari (Note 10).
5. Equity Investment
The Company has a 1% interest in the outstanding shares of Beatrice Society Holdings Inc., ("Beatrice"), a private corporation incorporated under the laws of the Province of Ontario and does not have any significant influence over Beatrice's operations.
Optimind Pharma Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three months ended May 31, 2025 and 2024
(in Canadian dollars)
(Unaudited)
6. Acquisition of Mindsetting Institute
On September 16, 2022, Optimind completed the acquisition of Mindsetting Institute, a leader in psychedelic enhanced therapy training and educational programming. In consideration for the acquisition, the Company issued a total of 22,500,000 common shares for a total consideration of $371,250 (the "Purchase Price"), which shares are subject to the following release terms: (i) 11,500,000 common shares are subject to a time release escrow as follows: (A) 5,343,750 are released on January 17, 2023; (B) 1,968,750 are released on March 17, 2023; (C) 1,968,750 are released on June 17, 2023; and, (D) (B) 1,968,750 are released on September 17, 2023; and (ii) 11,500,000 common shares are subject to earn-out milestones as follows: (A) 2,812,500 common shares; (B) 5,625,000 common shares; and (C) 2,812,500 common shares, with each of three earn-out milestones related to continued development of the protocols and courses for the acquired assets and intellectual property. The MindSetting assets acquired by Optimind include course modalities, including fully asynchronous, online synchronous and hybrid learning opportunities.
At the time of the Transaction, Mindsetting did not constitute a business as defined under IFRS 3 – business combinations, and therefore the Transaction is accounted for as an asset acquisition. Management assessed that it is very likely that Mindsetting Institute will meet the earn-out milestones on time and recognized 11,500,000 common shares for earn-out as the acquisition cost. Management recognized the Intangible-Mindsetting at value of $371,250.
The following table summarizes the fair value of consideration paid on the acquisition date and the allocation of the Purchase Price.
| Consideration | 22,500,000 Common Shares | $ 371,250 |
|---|---|---|
| Purchase Price allocation | Intangible-Mindsetting | $ 371,250 |
During the year ended February 29, 2024, the Company recorded impairment in intangible assets for $371,250.
In June 2024, the Company cancelled 12,500,000 common shares issued to Mindsetting pursuant to the mutual release (Note 10).
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Optimind Pharma Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three months ended May 31, 2025 and 2024
(in Canadian dollars)
(Unaudited)
7. Intangible Assets
| Mindsetting | |
|---|---|
| $ | |
| Cost: | |
| February 28, 2023 | 371,250 |
| Impairment | (371,250) |
| February 29, 2024, February 28, 2025 and May 31, 2025 | - |
| Net Book Value: | |
| At May 31, 2025 | - |
| At February 28, 2025 | - |
As at February 29, 2024, the Company recorded an impairment of its intangible asset for Mindsetting totalling $371,250 due to the lack of revenues.
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Optimind Pharma Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three months ended May 31, 2025 and 2024
(in Canadian dollars)
(Unaudited)
8. Right-of-use Asset
The following shows the movement of the Company's right-of-use asset.
| Right of Use Asset | |
|---|---|
| $ | |
| Cost: | |
| February 28, 2023 | 149,645 |
| Additions | - |
| February 29, 2024, February 28, 2025 and May 31, 2025 | 149,645 |
Accumulated amortization:
| February 28, 2023 | 54,869 |
|---|---|
| Early termination of lease | 74,824 |
| Charge for the period | 19,952 |
| February 29, 2024, February 28, 2025 and May 31, 2025 | 149,645 |
Net Book Value:
At May 31, 2025
At February 28, 2025
Right-of-use assets include office space amortized over the period of lease. The Company recorded a net gain of $16,436 on account of early termination of the lease during the year ended February 29, 2024.
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Optimind Pharma Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three months ended May 31, 2025 and 2024
(in Canadian dollars)
(Unaudited)
9. Lease Liability
At the commencement date of the lease, the lease liability was measured at the present value of the lease payments that were not paid at that date. The lease payments are discounted using an interest rate of 18% which is the Company's incremental borrowing rate.
| $ | |
|---|---|
| February 28, 2022 | 132,999 |
| Accretion on lease obligation | 22,060 |
| Lease payments made | (45,600) |
| February 28, 2023 | 109,459 |
| Accretion on lease obligation | 12,201 |
| Early termination of lease | 91,260 |
| Lease payments made | (30,400) |
| February 29, 2024, February 28, 2025 and May 31, 2025 | - |
10(a) Capital Stock
The Company is authorized to issue the following shares:
- Unlimited number of common shares
Optimind Pharma Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three months ended May 31, 2025 and 2024
(in Canadian dollars)
(Unaudited)
10(a) Capital Stock (Cont'd)
Common shares
The holders of common shares are entitled to receive dividends which are declared from time to time and are entitled to one vote per share at meetings of the Company. All shares are ranked equally with regard to the Company's residual assets. At May 31, 2025, the Company has 103,148,491 common shares issued and outstanding.
a) Share issuances
During the period ended May 31, 2025
- In March 2025, the Company relinquished its 40% equity interest in Manitari and forgave the funds advanced by the Company to Manitari, in exchange for the cancellation of 7 million Optimind Shares previously issued to a shareholder of Manitari.
- The Company issued 160,000 shares fair valued at $800 for services.
- The Company issued 200,000 shares at $0.025 per share for conversion of $5,000 convertible debt.
During the year ended February 28, 2025
- Pursuant to the mutual release effective January 31, 2024, the Company cancelled 12,500,000 common shares, issued as part consideration for the acquisition of assets of Mindsetting Institute (Note 6)
- On July 8, 2024, the Company announced that it closed the first trance of its private placement for issuance of 2,900,000 common shares at a price of $0.05 per share for gross proceeds of $145,000.
- On July 29, 2024, the Company announced it closed the second tranche of its private placement for issuance of 2,500,000 common shares at a price of $0.05 per share for gross proceeds of $125,000.
As at May 31, 2025 and February 28, 2025, the Company has no outstanding warrants.
10(b) Share based compensation
The Company has established a stock option plan whereby officers, directors, employees and service providers may be granted options to purchase common shares at a fixed price. Vesting and expiry provisions are determined at the date of grant. The plan provides for the issuance of stock options to acquire up to 10% of the Company's issued and outstanding capital. The plan is a rolling plan as the number of shares reserved for issuance pursuant to the grant of stock options will increase as the Company's issued and outstanding share capital increases.
During the period ended May 31, 2025
The Company did not issue any options during the period ended May 31, 2025.
During the year ended February 28, 2025
The Company did not issue any options during the year ended February 28, 2025.
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Optimind Pharma Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three months ended May 31, 2025 and 2024
(in Canadian dollars)
(Unaudited)
10(b) Share based compensation (Cont'd)
Continuity of the Company's options is as follows:
| Number of Options | Weighted Average Exercise Price | |
|---|---|---|
| Outstanding, February 29, 2024 | 5,900,000 | $0.05 |
| Granted | - | - |
| Expired | - | - |
| Exercised | - | - |
| Outstanding February 28, 2025 and May 31, 2025 | 5,900,000 | $0.05 |
As at May 31, 2025, the Company had the following share purchase options outstanding and exercisable:
| Number of options Outstanding | Exercisable | Exercise Price | Remaining Life (Years) | Expiry Date |
|---|---|---|---|---|
| 5,900,000 | 5,900,000 | $0.05 | 1.77 | March 8, 2027 |
Optimind Pharma Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three months ended May 31, 2025 and 2024
(in Canadian dollars)
(Unaudited)
11. Convertible debentures
During the year ended February 28, 2022, the Company received convertible debentures for $507,000 with mature date on January 28, 2024 and 10% interest per annum payable on maturity.
Effective January 28, 2024, convertible debentures of face value of $397,750 along with accrued interest of $59,663, for a total consideration of $457,413 were converted into 18,296,500 common shares at $0.025 per share. $31,578 of equity component of the Debentures were also transferred to share capital.
During the year ended February 28, 2025, the Company recorded $nil interest (2024: $46,475) and $nil deferred tax recovery in the consolidated statements of loss and comprehensive loss.
During the three-month period ended May 31, 2025, the Company issued 200,000 shares on conversion of $5,000 convertible debt at $0.025 per share.
As at May 31, 2025, the remaining convertible debentures and accrued interest totaling $120,637 were in default (February 28, 2025: $125,637).
As at May 31, 2025, the Company's debentures were comprised of the following:
| Equity component of convertible debenture | Liability component of convertible debenture | |
|---|---|---|
| Balance, February 28, 2023 | $ 40,252 | $ 503,951 |
| Accrued interest | 46,046 | |
| Accretion expenses | - | 33,053 |
| Conversion into common shares | (31,578) | (457,413) |
| Balance, February 29, 2024 and February 28, 2025 | $ 8,674 | $ 125,637 |
| Conversion into common shares | - | (5,000) |
| Balance, May 31, 2025 | $ 8,674 | $ 120,637 |
Optimind Pharma Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three months ended May 31, 2025 and 2024
(in Canadian dollars)
(Unaudited)
12. Related Party Transactions
Related parties include key management personnel, the Board of Directors, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions. Key management of the Company are the Chief Executive Officer ("CEO"), the Chief Financial Officer ("CFO") and the Chief Operating officer ("COO").
Transactions with key management personnel not disclosed elsewhere in the financial statements include the following:
| Three months ended May 31, 2025 | Three months ended May 31, 2024 | |
|---|---|---|
| Consulting fees expensed to directors and officers | $ 13,380 | $ 11,500 |
| Common shares issued for services | - | - |
| Stock options granted | $ - | $ - |
| 13,380 | $ 11,500 |
At May 31, 2025, there was $12,380 (May 31, 2024: $nil) due to the related parties for services
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Optimind Pharma Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three months ended May 31, 2025 and 2024
(in Canadian dollars)
(Unaudited)
13. Financial Instruments
The Company's financial instruments consist of cash, restricted cash, accounts receivable, accounts payable, other payables and convertible debentures. The fair value of the Company's accounts receivable, accounts payable and other payables approximate carrying value, due to their short-term nature. The Company's cash and restricted cash is measured at fair value under the fair value hierarchy based on level one quoted prices in active markets for identical assets or liabilities.
Financial risk management and objectives
The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk, and market risk (including interest rate risk, foreign currency risk, and commodity price risk).
The Company thoroughly examines the various financial risks to which it is exposed and assesses the impact and likelihood of those risks. Where material, these risks are reviewed and monitored by the Board of Directors.
Credit risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company is exposed to credit risk as during the period ended May 31, 2025, 100% of its revenue was from four customers (May 31, 2024: 95% from three customers).
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. The Company's liquidity and operating results may be adversely affected if its access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or matters specific to the Company. The Company generates cash flows primarily from its financing activities.
The Company manages its liquidity needs by carefully monitoring scheduled costs. Liquidity is measured in various time bands, on day to day and week-to-week basis, as well as on long term liquidity needs over 180 day to 360 day look out periods. Funding for long-term liquidity needs is based on the ability of the Company to successfully complete private placements.
As at May 31, 2025, the Company had unrestricted cash of $106,289 to settle current liabilities of $286,992.
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Optimind Pharma Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three months ended May 31, 2025 and 2024
(in Canadian dollars)
(Unaudited)
13. Financial Instruments (Cont'd)
Financial risk management and objectives (Cont'd)
Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, equity prices, and foreign exchange rates.
(a) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk.
(b) Price risk
The Company is not exposed to significant price risk as it does not possess investments in publicly traded securities.
(c) Currency risk
Currency risk is the risk that the fair value of future cash flows of a financial instrument denominated in a foreign currency will fluctuate because of changes in foreign exchange rates. The Company is not exposed to significant current risk.
14. Capital Management
The Company considers its capital to be shareholders' equity, which is comprised of share capital and deficit, which as at May 31, 2025 totaled to a deficiency of $69,323. The Company's capital structure is adjusted based on the funds available to the Company such that it may continue to seek new opportunities. The Board of Directors does not establish quantitative return on capital criteria but rather relies on the expertise of management and other professionals to sustain future development of the business. The sources of future funds presently available to the Company are through the sale of equity capital of the Company. The ability of the Company to arrange such financing in the future will depend in part upon the prevailing capital market conditions as well as the business performance of the Company. There can be no assurance that the Company will be successful in its efforts to arrange additional financing, if needed, on terms satisfactory to the Company. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital restrictions.
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Optimind Pharma Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three months ended May 31, 2025 and 2024
(in Canadian dollars)
(Unaudited)
15. Segment Information
The Company is in the business of non-OHIP treatment operations, including Ketamine treatments and cannabis referrals. In addition, the Company has a 40% ownership interest in Manitari, which has a Psilocybin dealers license to produce Psilocybin.
For the three-month periods ended May 31, 2025 and 2024, the Company's entire revenue comprises of ketamine and cannabis referrals. All assets are in Canada.
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