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Quest PharmaTech Inc. — Interim / Quarterly Report 2025
Sep 26, 2025
44256_rns_2025-09-26_a940b0a6-4902-40d0-82e0-861f92f76a66.pdf
Interim / Quarterly Report
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Quest PharmaTech Inc.
Condensed Interim Consolidated Financial Statements (Unaudited)
For the three and six months ended July 31, 2025 and 2024
(Expressed in Canadian Dollars, unless otherwise noted)
Quest PharmaTech Inc.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended July 31, 2025, and 2024
CONTENTS
| CONTENTS | Page |
|---|---|
| Management’s Responsibility Statement | 1 |
| Notice of No Auditor’s Review of Condensed Interim Consolidated Financial Statements | 2 |
| Financial Statements | |
| Condensed Interim Consolidated Statements of Financial Position | 3 |
| Condensed Interim Consolidated Statements of Loss and Comprehensive Loss | 4 |
| Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity | 5 |
| Condensed Interim Consolidated Statements of Cash Flows | 6 |
| Notes to the Condensed Interim Consolidated Financial Statements | 7 – 20 |
MANAGEMENT'S RESPONSIBILITY STATEMENT
The management of Quest PharmaTech Inc. (the "Company") is responsible for preparing the unaudited condensed interim consolidated financial statements, the notes to the unaudited condensed interim consolidated financial statements and other financial information contained in these unaudited condensed interim consolidated financial statements (the "condensed interim consolidated financial statements").
Management prepares the condensed interim consolidated financial statements in accordance with International Financial Reporting Standards ("IFRS"). The condensed interim consolidated financial statements are considered by management to present fairly the Company's financial position and results of operations.
The management, in fulfilling its responsibilities, has developed and maintains a system of internal accounting controls designed to provide reasonable assurance that management assets are safeguarded from loss or unauthorized use, and that the records are reliable for preparing the condensed interim consolidated financial statements.
Pierre Vermette
Chief Financial Officer
September 26, 2025
NOTICE OF NO AUDITOR REVIEW OF THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Under National Instrument 51-102 "Continuous Disclosure Obligations", if an auditor has not performed a review of the interim financial statements, the financial statements must be accompanied by a notice indicating that they have not been reviewed by an auditor.
The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company's management.
The Company's independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with standards established by CPA (Chartered Professional Accountants) Canada for a review of interim financial statements by an entity's auditor.
September 26, 2025
Quest PharmaTech Inc.
Condensed Interim Consolidated Statements of Financial Position
As at July 31, 2025 and January 31, 2025
Expressed in Canadian Dollars
| Note | July 31, 2025 | January 31, 2025 | |
|---|---|---|---|
| ASSETS | $ | $ | |
| Current assets | |||
| Cash | 93,240 | 205,085 | |
| Prepaid expenses | 5,062 | 20,194 | |
| Total current assets | 98,302 | 225,279 | |
| Non-current assets | |||
| Prepaid expenses | 5,855 | 5,855 | |
| Investment in OncoQuest | 6 | 5,263,804 | 5,294,585 |
| Investment in OQP Bio Bonds and OQPBIOM Shares | 6 | 17,724,160 | 17,037,779 |
| Total non-current assets | 22,993,819 | 22,338,219 | |
| Total assets | 23,092,121 | 22,563,498 | |
| LIABILITIES | |||
| Current liabilities | |||
| Accounts payables and accrued liabilities | 177,781 | 168,343 | |
| Short term loan | 9 | 1,000,000 | 1,000,000 |
| Total liabilities | 1,177,781 | 1,168,343 | |
| SHAREHOLDERS' EQUITY | |||
| Common shares | 7 | 30,741,316 | 30,741,316 |
| Contributed surplus | 11,688,581 | 11,688,581 | |
| Accumulated deficit | (20,364,366) | (20,883,271) | |
| Accumulated other comprehensive loss | (151,191) | (151,471) | |
| Total shareholders' equity | 21,914,340 | 21,395,155 | |
| Total liabilities and shareholders' equity | 23,092,121 | 22,563,498 |
Going concern (Note 1)
Subsequent events (Note 14)
Approved on behalf of the Board of Directors on September 26, 2025.
"J. Mark Lievonen" (signed)
Director
"Madi R. Madiyalakan" (signed)
Director
3 | See accompanying notes
Quest PharmaTech Inc.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
For the Three Months and Six Months Ended July 31, 2025 and 2024
Expressed in Canadian Dollars except for number of shares
| Note | Three months ended July 31, 2025 | Three months ended July 31, 2024 | Six months ended July 31, 2025 | Six months ended July 31, 2024 | |
|---|---|---|---|---|---|
| $ | |||||
| Expenses | |||||
| General and administrative | 92,077 | 119,256 | 152,609 | 169,889 | |
| Research and development | 64,505 | 60,392 | 121,005 | 124,931 | |
| Total expenses | 156,582 | 179,648 | 273,614 | 294,820 | |
| Operating loss | (156,582) | (179,648) | (273,614) | (294,820) | |
| Other income (expenses) | |||||
| Equity (loss) income - OncoQuest | 6 | (86,865) | 434,054 | (31,061) | (321,522) |
| Cost recovery | 9 | 75,000 | 75,000 | 150,000 | 150,000 |
| Foreign exchange (gain) loss | (2,615) | — | (2,619) | (1,625) | |
| Finance expenses | (5,110) | (6,098) | (10,182) | (12,156) | |
| Fair value adjustment in investment in OQP Bio Bonds and Shares | 6 | — | 396,254 | 686,381 | 338,359 |
| Total other (expenses) income | (19,590) | 899,210 | 792,519 | 153,056 | |
| (Loss) income before income tax | (176,172) | 719,562 | 518,905 | (141,764) | |
| Income tax recovery (expense) | — | — | — | — | |
| Net (loss) income | (176,172) | 719,562 | 518,905 | (141,764) | |
| Other comprehensive income (loss) | 1,845 | 5,471 | 280 | (4,084) | |
| Net and comprehensive (loss) income | (174,327) | 725,033 | 519,185 | (145,848) | |
| (Loss) income per share – basic and diluted | 12 | (0.0010) | 0.0043 | 0.0031 | (0.0008) |
| Weighted average number of common shares outstanding – basic and diluted | 12 | 169,129,247 | 169,129,247 | 169,129,247 | 169,129,247 |
4 | See accompanying notes
Quest PharmaTech Inc.
Condensed Interim Consolidated Statements of Changes in Shareholders' Equity
For the Three and Six Months Ended July 31, 2025 and 2024
Expressed in Canadian Dollars
| Common shares | Contributed Surplus | Retained earnings (accumulated deficit) | Accumulated other comprehensive (loss) | Total shareholders' equity | |
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Balance – January 31, 2024 | 30,741,316 | 11,604,581 | (19,082,213) | (110,664) | 23,153,020 |
| Other comprehensive loss | — | — | — | (4,084) | (4,084) |
| Net loss | — | — | (141,764) | — | (141,764) |
| Balance – July 31, 2024 | 30,741,316 | 11,604,581 | (19,223,977) | (114,748) | 23,007,172 |
| Balance – January 31, 2025 | 30,741,316 | 11,688,581 | (20,883,271) | (151,471) | 21,395,155 |
| Other comprehensive income | — | — | — | 280 | 280 |
| Net income | — | — | 518,905 | — | 518,905 |
| Balance – July 31, 2025 | 30,741,316 | 11,688,581 | (20,364,366) | (151,191) | 21,914,340 |
5 | See accompanying notes
Quest PharmaTech Inc.
Condensed Interim Consolidated Statements of Cash Flows
For the Three and Six Months Ended July 31, 2025 and 2024
Expressed in Canadian Dollars
| Three months ended July 31, 2025 | Three months ended July 31, 2024 | Six months ended July 31, 2025 | Six months ended July 31, 2024 | |
|---|---|---|---|---|
| OPERATING ACTIVITIES | $ | $ | $ | $ |
| Net income (loss) | (176,172) | 719,562 | 518,905 | (141,764) |
| Non-cash items: | ||||
| Fair value adjustment in investment in OQP Bio Bonds and Shares | — | (396,254) | (686,381) | (338,359) |
| Equity loss (income) - OncoQuest | 86,865 | (434,054) | 31,061 | 321,522 |
| Changes in non-cash working capital items: | ||||
| Prepaid expenses | 15,132 | 6,963 | 15,132 | 13,907 |
| Accounts payables and accrued liabilities | 108,319 | (80,761) | 9,438 | (250,838) |
| Net cash used in operating activities | 34,144 | (184,544) | (111,845) | (395,532) |
| INVESTING ACTIVITIES | ||||
| Net cash used in investing activities | — | — | — | — |
| FINANCING ACTIVITIES | ||||
| Net cash provided by financing activities | — | — | — | — |
| Change in cash | 34,144 | (184,544) | (111,845) | (395,532) |
| Cash, beginning of period | 505,975 | 505,975 | 205,085 | 716,963 |
| Cash, end of period | 540,119 | 321,431 | 93,240 | 321,431 |
| Supplementary cash flow information | ||||
| Cash paid for taxes | — | — | — | — |
| Cash paid for interest | — | — | — | — |
| Cash received for interest | — | — | — | — |
6 | See accompanying notes
Quest PharmaTech Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
Expressed in Canadian Dollars except otherwise noted
NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN
Quest PharmaTech Inc. (the "Company") is a publicly traded, Canadian-based pharmaceutical company developing products to improve the quality of life. The Company is developing targeted cancer therapy with its lead product (MAb AR9.6), under development for a novel target (truncated O-glycans on MUC16) discovered at the University of Nebraska Medical Center.
The Company's head office is located at 4342-97 street NW, Edmonton, Alberta, Canada, T6E 5R9 and it is incorporated under the Business Corporations Act (Alberta). The Company is publicly traded on the TSX Venture Exchange under the symbol "QPT."
The Company also holds an equity interest in several companies, including a 42.52% equity interest in OncoQuest Inc. ("OncoQuest"), a private Canadian biotechnology company developing next-generation of combinatorial immunotherapy products for the treatment of cancer. OncoQuest's technology platform included a panel of tumor antigen-specific monoclonal antibodies of the immunoglobulin G ("IgG") and E ("IgE") class targeting CA125, MUC1, PSA, Her2/neu, CA 19.9 and TAG72; and the application of combinatorial immunotherapy to enhance tumor specific immunity and clinical outcome.
On April 22, 2020, OncoQuest announced a definitive agreement to sell its drug portfolio to Dual Industrial Co., Ltd. (renamed as OncoQuest Pharmaceuticals, Inc. or "OQP Korea" in May 2020) in exchange for OQP Korea bonds and cash with a notional value of US$308.4 million and a commitment to fund the Oregocomab Phase 3 Clinical Trial. The asset transfer agreement ("ATA") transaction completed its second closing in February 2021 and as a result, all legal titles and registrations for OncoQuest's immunotherapy assets were transferred to OQP Korea. In return, OncoQuest received US$125 million of OQP Korea bonds convertible into OQP Korea shares, US$8.4 million in cash, and an OQP Korea unsecured 1% interest-bearing corporate bond for USD$175 million, exchangeable into 65,229,709 shares of OQP Korea with an ascribed notional value of US$175 Million subject to regulatory approval. As the requisite approvals have not yet been received and the trading in the shares of OQP Korea has been suspended on the KOSDAQ Exchange in March 2021, In May 2021, OQP Korea determined to spin out the biotechnology business, comprised of the immunotherapy assets, into a separate company that will pursue a public listing on a different exchange. In August 2021, the reorganization was implemented, and OQP Korea's biotechnology business assets were transferred to OQP Bio, Inc. (Korea) ("OQP Bio"), a private Korean company. In January 2022, OncoQuest issued an in-kind dividend of OQP Bio bonds to its shareholders, including to Quest.
The Company engaged an independent valuator to prepare a valuation report that provides a fair value of the OQP Bio bonds as at January 31, 2024 based on customary valuation metrics for financial instruments. The Company adopted the same revised valuation methodology to estimate the fair value of the OQP Bio bonds as at January 31, 2025. Refer Note 6.
On July 18, 2024, an agreement was reached, whereby the bonds of OQP Bio held by Quest and other bondholders were exchanged for bonds of OQPBIOM Inc. at face value, subject to Bank of Korea approval and the transfer of the assets and liabilities of OQP Bio to OQPBIOM Inc. OQPBIOM is a private Korean company that owns the immunotherapy assets and is developing immunotherapeutic products for the treatment of cancer. The July 18, 2024 agreement was consummated on February 17, 2025 and Quest exchanged its OQP Bio bonds for bonds of OQPBIOM Inc. On April 7, 2025, Quest converted its OQPBIOM bonds into OQPBIOM shares. As a result, Quest now owns 26% ownership interest in OQPBIOM.
The Company has engaged an independent valuator to prepare a valuation report that provides a fair value of the OQPBIOM shares as at April 30, 2025 based on customary valuation metrics for financial statements, Management determined that there is no change in fair value for the OQPBIOM shares as at July 31, 2025.
Quest PharmaTech Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
Expressed in Canadian Dollars except otherwise noted
NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN (continued)
Going Concern
The Company's condensed interim consolidated financial statements have been prepared on a going concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company has experienced significant cash outflows from operations since its inception.
The Company has reported a net income of $518,905 for the six months ended July 31, 2025 (2024 Net Loss - $141,764) and a shareholders' equity of $21,914,340 (January 31, 2025 – shareholders' equity of $21,395,155), the Company has cash reserves of $93,240 at July 31, 2025 (January 31, 2025 - $205,085) and as at July 31, 2025 had a working capital deficiency of $1,079,479 (January 31, 2025 – working capital deficiency $943,064).
On July 18, 2024, an agreement was reached, whereby the bonds of OQP Bio held by Quest and other bondholders were exchanged for bonds of OQPBIOM Inc. at face value, subject to Bank of Korea approval and the transfer of the assets and liabilities of OQP Bio to OQPBIOM Inc. OQPBIOM is a private Korean company that owns the immunotherapy assets and is developing immunotherapeutic products for the treatment of cancer. The July 18, 2024 agreement was consummated on February 17, 2025 and Quest exchanged its OQP Bio bonds for bonds of OQPBIOM Inc. On April 7, 2025, Quest converted its OQPBIOM bonds into OQPBIOM shares. As a result, Quest now owns 26% ownership interest in OQPBIOM.
Accordingly, a material uncertainty may cast significant doubt regarding the Company's ability to continue as a going concern.
The Company's ability to continue as a going concern is uncertain and is dependent upon its ability to raise additional capital to successfully complete its research and development programs, commercialize its technologies, conduct clinical trials and receive regulatory approvals for its products, and upon the ability and timing for the Company to monetize its OQP Bio bonds. It is not possible at this time to predict the outcome of these matters. The Company's condensed interim consolidated financial statements do not reflect any adjustments to the classifications and carrying values of assets and liabilities, or to the amounts reported as earnings per share, that may be required should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business. The Company intends to address this uncertainty through new share or debt issuances, licensing arrangements and/or strategic partnerships.
NOTE 2 – STATEMENT OF COMPLIANCE AND BASIS OF PRESENTATION AND CONSOLIDATION
a) Statement of compliance
These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting ("IAS 34"). The condensed interim consolidated financial statements do not include all the information required for full annual financial statements and therefore should be read in conjunction with the audited annual financial statements of the Company for the years ended January 31, 2025, and 2024, which have been prepared in accordance with International Financial Reporting Standards (IFRS).
These condensed interim consolidated financial statements were approved by the Board of Directors for issue on September 26, 2025.
Quest PharmaTech Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
Expressed in Canadian Dollars except otherwise noted
NOTE 2 – STATEMENT OF COMPLIANCE AND BASIS OF PRESENTATION AND CONSOLIDATION (continued)
b) Basis of presentation
These condensed interim consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments, which are measured at fair value as described in the material accounting policies. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The significant accounting policies, as disclosed, have been applied consistently to all periods presented in these condensed interim consolidated financial statements.
These condensed interim consolidated financial statements are presented in Canadian dollars, which is the functional and presentation currency of the Company and its subsidiaries.
c) Basis of consolidation
The condensed interim consolidated financial statements comprise of the parent company, Quest PharmaTech Inc., and its subsidiaries, Madenco BioSciences Inc. and Sonolight Pharmaceuticals Corp., being its wholly owned and controlled subsidiaries incorporated in Canada as at July 31, 2025. The subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control and continue to be consolidated until the date such control ceases.
All transactions and balances between the Company and its subsidiaries are eliminated on consolidation, including unrealized gains and losses on transactions between the companies. Amounts reported in the financial statements of the subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Company. Also, Madenco BioSciences Inc. and Sonolight Pharmaceuticals Corp. were dissolved on April 11, 2024.
NOTE 3 – USE OF JUDGEMENTS AND ESTIMATES
In preparing these condensed interim consolidated financial statements, management has made judgments and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income, and expense. Actual results may differ from these estimates.
The significant judgments made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those described in the Annual Financial Statements.
Information about assumptions made in measuring fair values is included in Note 10.
NOTE 4 – MATERIAL ACCOUNTING POLICIES INFORMATION
Except as described below, the accounting policies applied in these condensed interim consolidated financial statements are the same as those applied in the Company's financial statements as at and for the year ended January 31, 2025.
Standards, Amendments and Interpretations Issued and Adopted
Lack of Exchangeability
In August 2023, the IASB issued amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates in relation to Lack of Exchangeability. The amendments require entities to apply a consistent approach in assessing whether a currency can be exchanged into another currency and in determining the exchange rate to use and the disclosures to provide when it cannot. These amendments are effective for annual reporting periods beginning on or after January 1, 2025, with early adoption permitted. The Company assessed the impact of the amendments and determined there to be no material impact on the consolidated financial statements.
Quest PharmaTech Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
Expressed in Canadian Dollars except otherwise noted
NOTE 4 – MATERIAL ACCOUNTING POLICIES INFORMATION (continued)
Standards, Amendments and Interpretations Issued but not yet Adopted
The following new standards, amendments and interpretations have been issued but are not effective for the fiscal year ended January 31, 2026, and, accordingly, have not been applied in preparing these condensed interim consolidated financial statements.
Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued the new standard IFRS 18 – Presentation and Disclosure in Financial Statements that will replace IAS 1 – Presentation of Financial Statements. The new standard introduces newly defined subtotals on the income statement, requirements for aggregation and disaggregation of information, and disclosure of management performance measures in the financial statements. The new standard is effective for annual reporting periods beginning on or after January 1, 2027, with early adoption permitted. The Company is assessing the impacts to the consolidated financial statements.
Contracts Referencing Nature- dependent Electricity
In December 2024, the IASB issued amendments to IFRS 9 and IFRS 7 – Contracts Referencing Naturedependent Electricity. The amendments apply only to nature-dependent electricity contracts, which are those that generate variable levels based on uncontrollable factors such as weather conditions. These amendments will be effective for annual periods beginning on or after January 1, 2026, with early adoption permitted. Implementation of these amendments is not expected to have an impact on the Company.
Classification and Measurement of Financial Instruments
In May 2024, the IASB issued amendments to IFRS 9 – Financial Instruments and IFRS 7 – Financial Instruments: Disclosures. The amendments relate to settling financial liabilities using an electronic payment system and assessing contractual cash flow characteristics of financial assets, including those with Environmental, Social, and Governance (ESG)-linked features. The IASB also amended disclosure requirements relating to investments in equity instruments designated at FVOCI and added disclosure requirements for financial instruments with contingent features. The amendments are effective for annual periods beginning on or after January 1, 2026, with early adoption permitted. The Company is assessing the impacts to the consolidated financial statements.
Annual Improvements
In July 2024, the IASB issued IFRS Accounting Standards Annual Improvements – Volume 11, which clarifies wording, correcting minor consequences, oversights, or conflicts among requirements in the Standards. The amendments affect IFRS 1 - First-time Adoption of International Financial Reporting Standards, IFRS 7 - Financial Instruments: Disclosures, IFRS 9 - Financial Instruments, IFRS 10 - Consolidated Financial Statements, and IAS 7 - Statement of Cash Flows. These amendments will be effective for annual periods beginning on or after January 1, 2026, with early adoption permitted. The implementation of these amendments is not expected to have a significant impact on the Company.
Subsidiaries without Public Accountability: Disclosures
In May 2024, the IASB issued IFRS 19 – Subsidiaries without Public Accountability: Disclosures. The new standard allows eligible subsidiaries to apply IFRS Accounting Standards with reduced disclosure requirements. The new standard is effective for annual reporting periods beginning on or after January 1, 2027, with early adoption permitted. The Company assessed the impact of the amendments and determined there to be no material impact on the condensed interim consolidated financial statements. The Company is assessing the impact to its subsidiaries.
Quest PharmaTech Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
Expressed in Canadian Dollars except otherwise noted
NOTE 5 – SALE OF INVESTMENT IN BIOCELTRAN CO., LTD.
In September 2022, the Company sold its ownership interest in Bioceltran for proceeds of $300,000. $90,000 cash was paid on execution of the sale agreement and $10,000 was received in December 2023. The remaining balance of $200,000 (included in other receivable) is receivable in monthly installments commencing from July 30, 2024 and ending on January 30, 2025 and subject to interest at the rate of 5% per annum commencing from January 1, 2024. The Company has also recorded an expected credit loss of $100,000 at the rate of 50% on the amount receivable, recorded under general and administrative expenses in the statements of loss and comprehensive loss for the year ended January 31, 2024. As part of the transaction, the Company also terminated the exclusive license for the Photodynamic Therapy technology. During the year ended January 31, 2025, the remaining balance of $100,000 has been written off.
NOTE 6 – INVESTMENT IN ONCOQUEST INC., OQP BIO BONDS AND OQPBIOM SHARES
Investment in OncoQuest
The movement in the Company's equity investment in OncoQuest is as follows:
| Amount | |
|---|---|
| $ | |
| Balance – January 31, 2025 | 5,294,585 |
| Equity method loss | (31,061) |
| Other comprehensive expense – foreign exchange | 280 |
| Balance – July 31, 2025 | 5,263,804 |
As of July 31, 2025, the Company has a 42.52% (January 31, 2025: 42.52%) ownership interest in OncoQuest.
OncoQuest summarized financial Information:
| July 31, 2025 | January 31, 2025 | |
|---|---|---|
| USD | USD | |
| Current assets | 744,574 | 320,318 |
| Non-current assets | 9,488,467 | 9,914,537 |
| Current liabilities | (1,622,368) | (1,695,765) |
| Non-current liabilities | — | — |
| July 31, 2025 | ||
| --- | --- | |
| USD | ||
| Revenue | — | |
| Cost of goods sold | — | |
| Gross Profit | — | |
| Expenses | 266,179 | |
| Other expenses | (213,892) | |
| Income (loss) before tax | (52,287) | |
| Other comprehensive income / (loss) | (52,287) |
Quest PharmaTech Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
Expressed in Canadian Dollars except otherwise noted
NOTE 6 – INVESTMENT IN ONCOQUEST INC., OQP BIO BONDS AND OQPBIOM SHARES (continued)
Investment in OQP Bio Bonds and OQPBIOM Shares
On July 18, 2024, an agreement was reached, whereby the bonds of OQP Bio held by Quest and other bondholders were exchanged for bonds of OQPBIOM Inc. at face value, subject to Bank of Korea approval and the transfer of the assets and liabilities of OQP Bio to OQPBIOM Inc. OQPBIOM is a private Korean company that owns the immunotherapy assets and is developing immunotherapeutic products for the treatment of cancer.
The July 18, 2024 agreement was consummated on February 17, 2025 and Quest exchanged its OQP Bio bonds for bonds of OQPBIOM Inc.
On April 7, 2025, Quest converted its OQPBIOM bonds into OQPBIOM shares. As a result, Quest now owns 26% ownership interest in OQPBIOM.
The estimated fair value of the OQP Bio Bonds was determined to be $17.72 million at July 31, 2025 (OQP Bio bonds $17.04 million at January 31, 2025), the Company recorded a fair value gain (loss) of $Nil (2024: fair value gain of $396,254) and fair value gain of $686,381 (2024: fair value gain of $338,359) for the three and six months ended July 31, 2025, respectively. As of July 31, 2025, and January 31, 2025, the shares and bonds are classified as long-term due to the timing of receipt of the bond consideration.
Share Valuation Methodology
The Company's independent valuator utilized a net asset approach on the net asset balance of OQPBIOM and restating the owned IP to fair value using a replication cost approach. Within the replication cost approach, the IP development costs incurred have been tabulated and a premium added for opportunity cost and a developer's profit margin. A minority interest discount has been applied on the private company shares of OQPBIOM.
NOTE 7 – SHARE CAPITAL
Authorized:
- Unlimited number of common shares without nominal or par value
- Unlimited number of first preferred shares
- Unlimited number of second preferred shares
The first and second preferred shares may be issued in one or more series and the directors are authorized to fix the number of shares in each series and to determine the designation, rights, privileges, restrictions, and conditions attached to the shares of each series.
Issued:
| Number of Shares | Amount | |
|---|---|---|
| # | $ | |
| Balance – January 31, 2025 and July 31, 2025 | 169,129,247 | 30,741,316 |
Quest PharmaTech Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
Expressed in Canadian Dollars except otherwise noted
NOTE 8 – STOCK OPTIONS
Movements in the number of stock options outstanding and their related weighted average exercise prices are as follows:
| Number of Options | Weighted Average Exercise Price | |
|---|---|---|
| # | $ | |
| Balance – January 31, 2025 | 19,155,000 | 0.13 |
| Expired | (50,000) | 0.10 |
| Balance – July 31, 2025 | 19,105,000 | 0.13 |
Stock options outstanding and exercisable as at July 31, 2025, are as follows:
| Exercise Prices | Number of Options Outstanding | Weighted Average Contractual Life | Weighted Average Exercise Price | Number of Options Exercisable | Weighted Average Exercise Price |
|---|---|---|---|---|---|
| $ | # | Years | $ | # | $ |
| 0.08 | 1,550,000 | 0.65 | 0.08 | 1,550,000 | 0.08 |
| 0.09 | 1,200,000 | 0.44 | 0.09 | 1,200,000 | 0.09 |
| 0.10 | 4,350,000 | 0.75 | 0.10 | 4,350,000 | 0.10 |
| 0.115 | 2,050,000 | 0.62 | 0.115 | 2,050,000 | 0.115 |
| 0.15 | 2,725,000 | 0.29 | 0.15 | 2,725,000 | 0.15 |
| 0.18 | 1,150,000 | 0.21 | 0.18 | 1,150,000 | 0.18 |
| 0.23 | 1,720,000 | 0.49 | 0.23 | 1,720,000 | 0.23 |
| 0.25 | 1,560,000 | 0.27 | 0.25 | 1,560,000 | 0.25 |
| 0.05 | 2,800,000 | 1.35 | 0.05 | 2,800,000 | 0.05 |
| 19,105,000 | 0.64 | 0.13 | 19,105,000 | 0.13 |
Stock options outstanding and exercisable as at January 31, 2025, are as follows:
| Exercise Prices | Number of Options Outstanding | Weighted Average Contractual Life | Weighted Average Exercise Price | Number of Options Exercisable | Weighted Average Exercise Price |
|---|---|---|---|---|---|
| $ | # | Years | $ | # | $ |
| 0.08 | 1,550,000 | 0.68 | 0.08 | 1,550,000 | 0.08 |
| 0.09 | 1,200,000 | 0.47 | 0.09 | 1,200,000 | 0.09 |
| 0.10 | 4,400,000 | 0.86 | 0.10 | 4,400,000 | 0.10 |
| 0.115 | 2,050,000 | 0.68 | 0.12 | 2,050,000 | 0.12 |
| 0.15 | 2,725,000 | 0.36 | 0.15 | 2,725,000 | 0.15 |
| 0.18 | 1,150,000 | 0.24 | 0.18 | 1,150,000 | 0.18 |
| 0.23 | 1,720,000 | 0.53 | 0.23 | 1,720,000 | 0.23 |
| 0.25 | 1,560,000 | 0.31 | 0.25 | 1,560,000 | 0.25 |
| 0.05 | 2,800,000 | 1.42 | 0.05 | 2,800,000 | 0.05 |
| 19,155,000 | 0.70 | 0.13 | 19,155,000 | 0.13 |
For the three and six months ended July 31, 2025, the Company recognized $Nil (2024 – $Nil) respectively, of share-based compensation expense in relation to its options granted under the stock option plan.
13
Quest PharmaTech Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
Expressed in Canadian Dollars except otherwise noted
NOTE 9 – RELATED PARTY TRANSACTIONS AND BALANCES
Key management personnel compensation
Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company defines key management personnel as being the directors and key officers.
The compensation awarded to key management personnel recorded under general and administration expenses in the statements of loss and comprehensive loss, is as follows:
| Three months ended July 31, 2025 | Three months ended July 31, 2024 | Six months ended July 31, 2025 | Six months ended July 31, 2024 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Management fees | 76,322 | 63,560 | 126,533 | 113,771 |
| Total compensation | 76,322 | 63,560 | 126,533 | 113,771 |
Cost Recovery - Executive Services Agreement
In July 2020, the Company entered into an Executive Services Agreement with OncoQuest whereby the Company's officers render executive services to OncoQuest for a fee of $10,000 per month, which increased to $15,000 per month effective July 1, 2023 and $25,000 per month effective February 1, 2024.
Short term loan
Effective during the year ended January 31, 2021, the Company entered in a loan agreement with OncoQuest Inc for a short term, unsecured, 2% interest bearing debt, with no fixed term of repayment and repayable on demand. The funding is for drug development and operational purposes. For the three and six months ended July 31, 2025, the Company recorded interest expense of $5,110 (2024: $6,098) and $10,182 (2024: $12,156) respectively, under finance expenses in the statement of loss and comprehensive loss. The accrued loan interest is included in accounts payable and accrued liabilities on the statement of financial position.
The table below shows the movement of the principal and accrued interest balance:
| Principal balance | Accrued interest balance | |
|---|---|---|
| $ | $ | |
| Balance – January 31, 2025 | 1,000,000 | 64,045 |
| Interest expense | — | 10,182 |
| Balance – July 31, 2025 | 1,000,000 | 74,227 |
NOTE 10 – FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company's financial instruments are mainly comprised of cash, other receivable, investment in OQPBIOM shares, accounts payable and accrued liabilities and short-term loan.
Fair values
When measuring the fair value of a financial asset and a financial liability, the Company uses observable market data as far as possible. There were no transfers between fair value level during the year.
14
Quest PharmaTech Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
Expressed in Canadian Dollars except otherwise noted
NOTE 10 – FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
Fair values are categorized into different levels in a fair value hierarchy based on the inputs in the valuation techniques as follows:
- Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
- Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
- Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
The following table illustrates the classification of the Company's financial instruments within the fair value hierarchy:
| Financial assets | July 31, 2025 | January 31, 2025 | ||
|---|---|---|---|---|
| $ | $ | |||
| Cash | Amortized cost | 93,240 | 205,085 | |
| Investment in OncoQuest | FVTPL | Level 3 | 5,263,804 | 5,294,585 |
| Investment in OQP Bio Bonds and OQPBIOM Shares | FVTPL | Level 3 | 17,724,160 | 17,037,779 |
| 23,081,204 | 22,537,449 | |||
| Financial liabilities | July 31, 2025 | January 31, 2025 | ||
| $ | $ | |||
| Accounts payable and accrued liabilities | Amortized cost | 177,781 | 168,343 | |
| Short term loan | Amortized cost | 1,000,000 | 1,000,000 | |
| 1,177,781 | 1,168,343 |
Investment valuations are affected by various factors including financial position, results from operations and foreseeable future cash flows from operations of investees. Investees have a limited history of operations and there is no certainty that their strategic objectives and goals will be achieved, and there is no guarantee that shareholders' value will increase or be sustained even if these strategic objectives and goals are achieved. Management recognizes and monitors the performance of investees and makes appropriate adjustments to the assumptions and valuation model, if necessary. Investment valuations are susceptible to high volatilities and actual fair values may significantly differ from management's estimates.
Fair value of OQPBIOM shares at July 31, 2025
The Company's independent valuator utilized a net asset approach on the net asset balance of OQPBIOM and restating the owned IP to fair value using a replication cost approach. Within the replication cost approach, the IP development costs incurred have been tabulated and a premium added for opportunity cost and a developer's profit margin. Opportunity cost was considered between a range of 13%-16% and developer's profit margin was considered between a range of 17.6% - 25%. A minority interest discount in the range of 20% - 30% has been applied on the private company shares of OQPBIOM. Cost of Equity was calculated in the range of 13% - 16% based on the industry data.
As a result, the estimated fair value of the OQPBIOM shares was determined to be $17.72 million at July 31, 2025 (OQP Bio Bonds - $17.04 million at January 31, 2025), the Company recorded a fair value gain (loss) of $Nil (2024: fair value gain of $396,254) and fair value gain of $686,381 (2024: fair value gain of $338,359) for the three and six months ended July 31, 2025, respectively. As of July 31, 2025, and January 31, 2025, the shares and bonds are classified as long-term due to the timing of receipt of the consideration.
15
Quest PharmaTech Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
Expressed in Canadian Dollars except otherwise noted
NOTE 10 – FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
Fair value of OQP Bio bonds at January 31, 2025
In valuing the convertible bonds comprising part of the OQP Bio bonds, the valuator assumed that the bonds will be held until maturity in 2050 and the Company will receive the principal payments at that time. The fair value of the debt component of such bonds was calculated based on an assumed market rate of interest for similar instruments estimated at 21.4% based on market data, the fact that the issuer of the bonds is not revenue generating and the current default status of the corporate bond comprising part of the OQP Bio bonds. In valuing the fair value of the conversion feature of the convertible bonds, the valuator used a Black-Scholes option pricing model, using the following assumptions:
In valuing the (non-convertible) corporate bond, three scenarios for realization were assumed each with the probability of occurrence assigned to them: Scenario 1: Restructuring of bond (20% probability assigned); Scenario 2: Legal proceeding and Recovery (40% probability assigned); and Scenario 3: Default and no recovery (40% probability assigned). For Scenario 1; it was assumed that the bond would be restructures as a 10-year corporate bond with the same accrued interest and principal payable at maturity. For Scenario 2; a 40% recovery rate was assumed. For Scenarios 1 and 2, an assumed market rate of interest of 21.4% was used in the fair value calculations.
A sensitivity analysis on the estimated fair value of the OQP Bio bonds at January 31, 2025 provided a range as noted below: The base case valuation is $17,037,779.
| Probability of | Estimated fair value | ||
|---|---|---|---|
| Scenario 1 (Restructuring) | Scenario 2 (Legal Proceedings and Recovery) | Scenario 3 (Default and no recovery | CDN |
| 10% | 45% | 45% | 18,019,987 |
| 15% | 42.50% | 42.50% | 17,974,152 |
| 20% | 37.50% | 42.50% | 17,037,779 |
| 25% | 37.50% | 37.50% | 17,882,484 |
| 30% | 35% | 35% | 17,836,649 |
| 35% | 32.50% | 32.50% | 17,790,815 |
| 40% | 30% | 30% | 17,744,981 |
| 45% | 27.50% | 27.50% | 17,699,146 |
A sensitivity analysis of recovery rate to determine the estimated fair value of the OQP Bio bonds for the base case of a 20% probability of Scenario 1 (restructuring), a 37.50% probability of Scenario 2 (Legal Proceedings and Recovery) and 42.50% probability of Scenario 3 (Default and no recovery) are noted below:
Quest PharmaTech Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
Expressed in Canadian Dollars except otherwise noted
NOTE 10 – FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
The base case valuation of the OQP Bio Bonds is $17,037,779.
| Recovery Rate % | Scenario 1 (Restructuring) | Scenario 2 (Legal Proceedings and Recovery) | Scenario 3 (Default and no recovery) | Estimated fair value of OQP Corp Bonds including Bond #10 and Bond #13 ($Cdn) |
|---|---|---|---|---|
| 30% | 3,378,817 | 10,018,560 | - | 13,698,259 |
| 35% | 3,378,817 | 11,688,320 | - | 15,368,019 |
| 40% | 3,378,817 | 13,358,080 | - | 17,037,779 |
| 45% | 3,378,817 | 15,027,840 | - | 18,707,539 |
| 50% | 3,378,817 | 16,697,600 | - | 20,377,299 |
| 55% | 3,378,817 | 18,367,360 | - | 22,047,059 |
| 60% | 3,378,817 | 20,037,120 | - | 23,716,819 |
| 65% | 3,378,817 | 21,706,880 | - | 25,386,579 |
| 70% | 3,378,817 | 23,376,640 | - | 27,056,339 |
Investments and risk management
The Company considers it Level 3, as the fair value techniques used the lowest level of input which was unobservable. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Change in assumptions could significantly affect the estimates.
| As of July 31, 2025 | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Investment in OQP Bio Bonds and OQPBIOM Shares | — | — | 17,724,160 | 17,724,160 |
| Investment in OncoQuest | — | — | 5,263,804 | 5,263,804 |
| — | — | 22,987,964 | 22,987,964 | |
| As of January 31, 2025 | Level 1 | Level 2 | Level 3 | Total |
| $ | $ | $ | $ | |
| Investment in OQP Bio Bonds and OQPBIOM Shares | — | — | 17,037,779 | 17,037,779 |
| Investment in OncoQuest | — | — | 5,294,585 | 5,294,585 |
| — | — | 22,332,364 | 22,332,364 |
Capital and risk management
The Company's objective and policies for managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Company manages its capital structure and makes changes based on economic conditions, risks that impact the operations and future significant capital investment opportunities. In order to maintain or adjust its capital structure, the Company may issue new equity instruments or raise additional debt financing.
The Company is exposed to a variety of financial risks by virtue of its activities: market risk, interest rate risk, liquidity risk, and foreign currency risk. The Board of Directors has overall responsibility for the determination of the Company's capital and risk management objectives and policies while retaining ultimate responsibility for them. The Company's overall capital and risk management program has not changed throughout the period. It focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on financial performance. The finance department identifies and evaluates financial risks in close cooperation with management.
Quest PharmaTech Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
Expressed in Canadian Dollars except otherwise noted
NOTE 10 – FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
Credit risk
Financial instruments that subject the Company to credit risk consist primarily of other receivables and the OQP Bio bonds and shares. The Company's exposure to credit risk, including for other receivable amounts, is considered to be significant which is assessed through an expected credit loss model ("ECL"). The Company's estimate of allowances is based on an ECL approach that employs an analysis of historical data, economic indicators and experience of delinquency and default. The Company has applied an ECL of 100% to the other receivable.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to market interest rate risk.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company generally relies on external financing or key management to provide sufficient liquidity to meet budgeted operating requirements. The following tables set forth details of the payment profile of financial liabilities based on their undiscounted cash flows:
| July 31, 2025 | Total carrying amount | Contractual cash flows | Less than 1 year | 1 to 5 years | More than 5 years |
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Accounts payables and accrued liabilities | 177,781 | 177,781 | 177,781 | — | — |
| Short term loan | 1,000,000 | 1,000,000 | 1,000,000 | — | — |
| Total | 1,177,781 | 1,177,781 | 1,177,781 | — | — |
| January 31, 2025 | Total carrying amount | Contractual cash flows | Less than 1 year | 1 to 5 years | More than 5 years |
| --- | --- | --- | --- | --- | --- |
| $ | $ | $ | $ | $ | |
| Accounts payables and accrued liabilities | 168,343 | 168,343 | 168,343 | — | — |
| Short term loan | 1,000,000 | 1,000,000 | 1,000,000 | — | — |
| Total | 1,168,343 | 1,168,343 | 1,168,343 | — | — |
Taking into consideration the Company's current cash position, volatile equity markets, global uncertainty in the capital markets and increasing cost pressures, the Company is actively seeking new financing opportunities in accordance with its capital risk management strategy.
Foreign currency risk
Foreign currency risk is defined as the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company maintains financial instruments and enters transactions denominated in foreign currencies, which exposes the Company to fluctuating balances and cash flows due to various in foreign exchange rates.
18
Quest PharmaTech Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
Expressed in Canadian Dollars except otherwise noted
NOTE 10 – FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
The table below indicates the foreign currencies to which the Company has significant exposure in Canadian dollar terms:
| July 31, 2025 | January 31, 2025 | |
|---|---|---|
| $ | $ | |
| Cash | — | 4,212 |
| Investments in OQP Bio bonds and Shares | 17,724,160 | 17,037,779 |
| Net monetary assets | 17,724,160 | 17,041,991 |
Assuming all other variables remain constant, a fluctuation of +/- 5.0% in the exchange rate between CAD and USD would impact the net loss by approximately $Nil during the six months ended July 31, 2025 (January 31, 2025 - $211).
Assuming all other variables remain constant, a fluctuation of +/- 5.0% in the exchange rate between CAD and KRW would impact the net loss by approximately $886,208 during the six months ended July 31, 2025 (January 31, 2025 - $851,889).
NOTE 11 – CAPITAL MANAGEMENT
The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of equity comprised of issued common shares, contributed contribution, retaining earnings, and accumulated other comprehensive loss.
The Company manages its capital structure and adjusts it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issuances or by undertaking other activities as deemed appropriate under specific circumstances.
The Company is not subject to externally imposed capital requirements and the Company's overall strategy for with respect to capital risk management has not changed during the six months ended July 31, 2025.
NOTE 12 – LOSS PER SHARE
Basic loss per share is computed by dividing the net loss for the period by the weighted average number of shares outstanding. Diluted loss per share is calculated in a similar manner, except that the weighted average number of shares outstanding is increased to include potentially issuable shares from the assumed exercise of share purchase options and warrants, if dilutive. The diluted loss per share calculation excludes any potential conversion of options, warrants, and convertible debt that would increase earnings per share or decrease loss per share.
| Three months ended July 31, 2025 | Three months ended July 31, 2024 | Six months ended July 31, 2025 | Six months ended July 31, 2024 | |
|---|---|---|---|---|
| Weighted average share | 169,129,247 | 169,129,247 | 169,129,247 | 169,129,247 |
| $ | $ | $ | $ | |
| Net (loss) income | (176,172) | 719,562 | 518,905 | (141,764) |
| Basic and diluted (loss) income per share | (0.0010) | 0.0043 | 0.0031 | (0.0008) |
Quest PharmaTech Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
Expressed in Canadian Dollars except otherwise noted
NOTE 13 – INVESTMENT IN ONCOVENT CO., LTD.
As part of the preferred share agreement, on March 4, 2016, the Company's former subsidiary, OncoQuest, signed a joint venture contract with Shenzhen Hepalink. The agreement results in the creation of a new company in China called OncoVent Co., Ltd. ("OncoVent"), to focus on the research and development of Cancer Immunotherapy Products for the Chinese market. Under the agreement, OncoQuest licensed the greater China rights to the Immunotherapy Technologies and provided US$1,000,000 for 46% of the shares of OncoVent. Shenzhen Hepalink contributed US$5,000,000 for 54% of the shares of OncoVent. As part of the agreement, OncoQuest transferred a portion of its shares in OncoVent to Quest and to another party such that Quest owns 11% and the other party owns 6%, respectively, of the shares of OncoVent. Management believes the creation of OncoVent will provide additional resources for product development that OncoQuest can access to accelerate its worldwide product registration strategy. OncoVent will focus on the development, manufacturing and commercialization of Cancer Immunotherapy Products within China with pancreatic cancer as its first target. On October 31, 2016, Shenzhen Hepalink contributed US$5,000,000 to OncoVent.
On November 1, 2016, OncoQuest contributed $1,337,900 (US$1,000,000) to OncoVent. For financial statement purposes, the Company accounts for its investment in this affiliated entity under the equity method. OncoVent began operations in November 2016.
| July 31, 2025 | January 31, 2025 | |
|---|---|---|
| Investment in OncoVent Co., Ltd. | $ | $ |
| Opening balance | — | — |
| Equity method share of loss for the year | — | — |
| Closing balance | — | — |
NOTE 14 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through September 26, 2025, which is the date the condensed interim consolidated financial statements were issued and has determined the following events to report.
On August 27, 2025, the Company announced the granting of 1,900,000 stock options to Directors and Officers, all at a volume weighted average exercise price of $0.05 per common share, expiring 10 years from the date of grant, subject to TSX Venture Exchange approval.
20