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Solvbl Solutions Inc. — Interim / Quarterly Report 2022
Aug 26, 2022
47467_rns_2022-08-26_c14817cc-b081-4df2-8a3f-98fee30d7a79.pdf
Interim / Quarterly Report
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CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SOLVBL SOLUTIONS INC. (Formerly Stowe One Investments Corp.)
Three and Six Months Ended June 30, 2022 (Unaudited, Expressed in Canadian Dollars)
Solvbl Solutions Inc. (Formerly Stowe One Investments Corp.)
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2022
(Unaudited, Expressed in Canadian Dollars)
| CONTENTS Notice to Readers Condensed Interim Consolidated Statements of Financial Position Condensed Interim Consolidated Statements of Loss and Comprehensive Loss Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Deficiency) Condensed Interim Consolidated Statements of Cash Flows Notes to the Condensed Interim Consolidated Financial Statements |
Page 3 4 5 6 7 8-21 |
|---|---|
2
NOTICE TO READERS
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, the interim financial statements must be accompanied by a notice indicating that the interim financial statements 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 unaudited condensed interim consolidated financial statements in accordance with standards established by the Canadian Institute of Chartered Professional Accountants for a review of condensed interim consolidated financial statements by an entity’s auditor.
Alan Rootenberg, Director August 26, 2022
3
Solvbl Solutions Inc.
(Formerly Stowe One Investments Corp.)
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian Dollars)
| (Expressed in Canadian Dollars) | |||||
|---|---|---|---|---|---|
| June 30, | December 31, | ||||
| Notes | 2022 | 2021 | |||
| (Unaudited) | (Audited) | ||||
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 6 | $ | 314,231 |
$ | 1,278,320 |
| Cash held in trust | 402 | 402 | |||
| GIC investments | 7 | 800,000 | 650,000 | ||
| Prepaid expenses and sundry assets | 92,378 | 227,548 | |||
| Tax receivables | 149,936 | 95,455 | |||
| 1,356,947 | 2,251,725 | ||||
| Non-current assets: | |||||
| Equipment | 8 | 10,949 | 5,740 | ||
| Total assets | $ | 1,367,896 |
$ | 2,257,465 |
|
| Liabilities | |||||
| Current liabilities: | |||||
| Accounts payable and accrued liabilities | 9 | $ | 82,339 |
$ | 115,638 |
| Deferredrevenue | 10 | 144,955 | 144,955 | ||
| 227,294 | 260,593 | ||||
| Long-term liabilities: | |||||
| Governmentloan | 11 | 58,740 | 57,526 | ||
| Total liabilities | 286,034 | 318,119 | |||
| Shareholders' equity | |||||
| Share capital | 12 | 5,180,903 | 5,180,903 | ||
| Warrants reserve | 13 | 1,498,851 | 1,498,851 | ||
| Stock option reserve | 14 | 687,598 | 545,849 | ||
| Contributed surplus | 15 | 312,706 | 312,706 | ||
| Deficit | (6,598,196) | (5,598,963) | |||
| Totalshareholders'equity | 1,081,862 | 1,939,346 | |||
| Total liabilities and equity | $ | 1,367,896 |
$ | 2,257,465 |
The accompaning notes are an integral part of the condensed interim consolidated financial statements. Going concern - Note 1 Subsequent events - Note 20
“Vikas Gupta” “Alan Rootenberg” Director Director
4
Solvbl Solutions Inc.
(Formerly Stowe One Investments Corp.)
COMPREHENSIVE LOSS
(Unaudited, Expressed in Canadian Dollars) Three and six months ended June 30, 2022 and 2021
| For the three months | For the three months | For the three months | For the six months | For the six months | For the six months | ||||
|---|---|---|---|---|---|---|---|---|---|
| ended June 30, | ended June | 30, | |||||||
| Notes | 2022 | 2021 | 2022 | 2021 | |||||
| Revenue | $ - | $ - | $ | - |
$ | - |
|||
| Expenses: | |||||||||
| Professional and consulting fees | 195,783 | 163,607 | 322,298 | 290,589 | |||||
| Salaries and benefits | 116,535 | 122,535 | 223,848 | 266,870 | |||||
| General and administrative | 41,848 | 35,008 | 66,916 | 49,801 | |||||
| Sharholder services | 130,094 | 133,050 | 244,466 | 156,817 | |||||
| Listing expense | - | - | - | 748,374 | |||||
| Share-based compensation | 54,097 | 2,073 | 141,749 | 7,200 | |||||
| Depreciation | 431 | 5,348 | 861 | 13,064 | |||||
| Loss from operations | (538,788) | (461,621) | (1,000,138) | (1,532,715) | |||||
| Other (income) expense | |||||||||
| Interest income | (844) | - | (2,119) | - | |||||
| Government subsidy | 16 | - | (48,688) | - | (251,514) | ||||
| Interest expenses | 11 | 614 | 6,137 | 1,214 | 12,403 | ||||
| (230) | (42,551) | (905) | (239,111) | ||||||
| Loss before income tax expense | (538,558) | (419,070) | (999,233) | (1,293,604) | |||||
| Income tax expense | - | - | - | - | |||||
| Loss and comprehensive loss | $ | (538,558) |
$ | (419,070) |
$ | (999,233) |
$ | (1,293,604) |
|
| Weighted average number of shares - basic | 152,533,063 | 80,936,397 | 152,533,063 | 80,936,397 | |||||
| Weighted average number of shares - diluted | 152,533,063 | 81,356,634 | 152,533,063 | 80,581,648 | |||||
| Loss per share - basic | ($0.00) | ($0.01) | ($0.00) | ($0.01) | |||||
| Lossper share - diluted | ($0.00) | ($0.01) | ($0.00) | ($0.01) |
The accompanying notes are an integral part of these condensed interim financial statements.
5
Solvbl Solutions Inc.
(Formerly Stowe One Investments Corp.)
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHODERS' EQUITY (DEFICIENCY) (Unaudited, Expressed in Canadian Dollars)
Six months ended June 30, 2022 and 2021
| Number of | Stock option | Contributed | ||||
|---|---|---|---|---|---|---|
| Notes | Shares Share Capital |
Warrants | reserve | Surplus | Deficit Total |
|
| Balance, January 1, 2021 | 77,469,586 $ 2,283,847 | $ | - $ 423,291 | $ 304,806 $ (3,203,386) $ (191,442) | ||
| Common shares issued through RTO | 5 | 3,366,811 505,023 | - - | - | - 505,023 | |
| Stock options exercised | 12,14 | 100,000 10,000 | - - | - | - 10,000 | |
| Stock based compensation | 14 | - - | - 7,200 | - | - 7,200 | |
| Net loss for the period | - - | - - | - | (1,293,604) (1,293,604) | ||
| Balance, June 30, 2021 | 80,936,397 $ 2,798,870 | $ | - $ 430,491 | $ 304,806 $ (4,496,990) $ (962,823) | ||
| Balance, January 1, 2022 | 152,533,063 5,180,903 | 1,498,851 545,849 | 312,706 | (5,598,963) 1,939,346 | ||
| Stock based compensation | 14 | - - | - 141,749 | - | - 141,749 | |
| Net loss for the year | - - | - - | - | (999,233) (999,233) | ||
| Balance, June 30, 2022 | 152,533,063 $ 5,180,903 | $ 1,498,851 $ 687,598 | $ 312,706 $ (6,598,196) $ 1,081,862 |
The accompaning notes are an integral part of the condensed interim consolidated financial statements.
6
Solvbl Solutions Inc.
(Formerly Stowe One Investments Corp.)
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
| (Unaudited,Expressed in Canadian Dollars) | |||||
|---|---|---|---|---|---|
| Six months ended June 30, | Notes | 2022 | 2021 | ||
| Cash flow used in operating activities | |||||
| Net loss for the period | $ | (999,233) |
$ | (1,293,604) |
|
| Adjustments to net loss for non-cash items: | |||||
| Share-based compensation | 14 | 141,749 | 7,200 | ||
| Listing expense | 5 | - | 748,374 | ||
| Preacquisition deficit - Stowe One | 5 | - | (243,352) | ||
| Interest expenses -accretion | 11 | 1,214 | 11,918 | ||
| Depreciation - right-of-use asset | - | 11,834 | |||
| Depreciation-equipment | 8 | 861 | 1,230 | ||
| (855,409) | (756,400) | ||||
| Changes in non-cash working capital: | |||||
| Decrease in prepaids and other receivables | 135,170 | 145,069 | |||
| Decrease/(increase) in tax receivables | (54,481) | 37,792 | |||
| (Decrease) increase in accounts payables and accrued | liabilitiesa) | (33,299) | 177,713 | ||
| Increaseindeferredrevenue | - | 120,000 | |||
| (808,019) | (275,826) | ||||
| Cash flow used in investing activity | |||||
| Purchase of computer equipment | (6,070) | - | |||
| GIC investment | (800,000) | - | |||
| (806,070) | - | ||||
| Cash flow from financing activities | |||||
| Proceeds from stock option exercise | 12 | - | 10,000 | ||
| Shareholders loans | - | 44,500 | |||
| - | 54,500 | ||||
| Decrease in cash | (1,614,089) | (221,326) | |||
| Cash and cash equivalents, beginning of period | 1,928,722 | 225,281 | |||
| Cash and cash equivalents, end ofperiod | $ | 314,633 |
$ | 3,955 |
|
| Cash and cash equivalents | $ | 314,231 |
$ | 3,553 |
|
| Cash held in trust | 402 | 402 | |||
| $ | 314,633 |
$ | 3,955 |
The accompanying notes are an integral part of the condensed interim consolidated financial statements. Supplemental cash flow information:
a) Unpaid office rent and interest in accounts payables and accrued liabilities $ - $ 14,516
7
Solvbl Solutions Inc. (Formerly Stowe One Investment Corp.) Notes to the Condensed Interim Consolidated Financial Statements Three and six months ended June 30, 2022 and 2021 (Unaudited, Expressed in Canadian Dollars)
1. Nature of Operations
Solvbl Solutions Inc. (“Solvbl” or “the Company”) - formerly Stowe One Investments Corp. (“Stowe One”) was incorporated under the Business Corporations Act (British Columbia) (“BCBCA”) on June 16, 2017, head and registered office was located at Suite 650, 1021 West Hastings Street, Vancouver, British Columbia, V6E 0C3. Stowe One was incorporated as a wholly-owned subsidiary of Anacott Resources Corp. (“Anacott”). Stowe One entered into an arrangement agreement dated June 26, 2017 among Anacott, Stowe One and other subsidiaries of Anacott (the “Anacott Arrangement Agreement”) in connection with a plan of arrangement (the “Anacott Arrangement”), which was approved by the shareholders of Anacott on July 27, 2017. On July 28, 2017, the Court granted the Final Order approving the Arrangement in accordance with Part 9 of the BCBCA and Stowe One was spun out and became a reporting issuer in Alberta and British Columbia.
Since the completion of the Anacott Arrangement until the closing of the three cornered amalgamation pursuant to the provisions of the BCBCA, whereby 1191212 B.C. Ltd, (“1191212”) a wholly-owned subsidiary of Stowe One and Agile Blockchain Corp. (“Agile”) amalgamated on February 10, 2021 (“Closing”), with 1191212 B.C. Ltd (“Amalco”) surviving as a wholly-owned subsidiary of the Company (“Amalgamation”) , Stowe One did not carry on any active business other than the identification and evaluation of acquisition opportunities to permit Stowe One to acquire a business or assets in order to conduct commercial operations.
Prior to the Closing, Stowe One did not have any business operations or assets other than cash, and did not have written or oral agreements in principle for the acquisition of an asset or business other than the Amalgamation Agreement. Immediately prior to Closing, Stowe One changed its name to “Solvbl Solutions Inc.”
Agile was incorporated on March 2, 2018 in the Province of British Columbia, Canada. Agile is a software company developing software that would help different companies address their supply chain issues within their respective businesses using blockchain backed software solutions. Head office of Agile was located at 15 Toronto Street, Suite 602, Toronto, Ontario, M5C 2E3.
Amalgamation
On December 21, 2018, Agile signed an amalgamation agreement (“Amalgamation Agreement”) with 1191212. Under the terms of the Amalgamation Agreement, Agile agreed to amalgamate with 1191212 and proposed to combine the business and assets of Stowe One and Agile through the amalgamation (the “Transaction”), among other things, this resulted in the Stowe One shares having a deemed value of $0.07 per share. As of the date of the Amalgamation Agreement, Stowe One had a total of 7,214,607 shares outstanding.
In April and November 2020, Agile raised $731,205 and $9,021, respectively, by way of nonbrokered private placements at a price of $0.15 per common share in the capital of Agile (“Agile Common Share”).
The Transaction was completed on February 10, 2021 and immediately prior to the closing of the Transaction, Stowe One changed its name to Solvbl Solutions Inc. and consolidated its share capital on the basis of one post-consolidation common shares for each 2.1428571 pre-consolidation common shares, total 3,366,817 post-consolidation shares was issued. (Note 5)
The Company commenced trading on the Canadian Securities Exchange (“CSE”) under the symbol SOLV at the open of business on February 23, 2021.
On July 1, 2021, the Company moved its registered head office to First Canadian Place, 100 King Street West, Suite 5700, Toronto, Ontario, M5X 1C7.
8
Solvbl Solutions Inc. (Formerly Stowe One Investment Corp.) Notes to the condensed interim Consolidated Financial Statements Three and six months ended June 30, 2022 and 2021 (Unaudited, Expressed in Canadian Dollars)
Going Concern
As at June 30, 2022, the Company had an accumulated deficit amounting to $6,598,196 (December 31, 2021: $5,598,963). As at June 30, 2022, the Company had working capital of $1,129,653 (December 31, 2021: $1,991,132). The Company has generated negative operating cashflow of $808,019 for the six months ended June 30, 2022 (2021: $275,826). The ability of the Company to continue as a going concern is dependent upon generating profitable operations from its developed products, the continuing financial support of shareholders or other investors, or obtaining new financing on commercial terms acceptable to the Company. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern.
The accompanying condensed interim consolidated financial statements of the Company have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. These condensed interim consolidated financial statements do not include any adjustments to reflect any events since June 30, 2022 or the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from this uncertainty.
Covid – 19
In March 2020, the World Health Organization (“WHO”) classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. Many countries reacted by instituting quarantines and restrictions on travel. These actions are creating disruption in global supply chains and adversely impacting economic and market conditions and triggered a period of global economic slowdown. Generally, the business development activities of the Company have slowed due to COVID-19. Management is actively monitoring the global situation on its financial condition, liquidity, operations and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the outbreak on its result of operations, financial condition and liquidity at this time.
Since the emergence in or about December 2019 of a novel strain of coronavirus (“COVID-19”), the highly contagious virus has spread across the world. On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. Since that time in response to the outbreak, governmental authorities in Canada and internationally have implemented various measures with the aim of preventing or limiting further spread of COVID-19. These measures, which have included travel restrictions, border closures, non-essential business closures, quarantines, self-isolations, and social distancing, have, among other things, resulted in widespread business, employment and economic disruptions. While the recent positive news of vaccine results are promising, the infection and death rates are still very worrying. The global pandemic continues to rapidly evolve and the ultimate impact of the COVID-19 outbreak is highly uncertain.
The continued global spread of COVID-19 could have an adverse impact on the business, operations and financial results of the Company, including with respect to issues related to securing clients in Canada, US and elsewhere and may also impact our business in the supply chain sector. The Company has not yet begun selling its products but is implementing or will implement precautionary measures, which would not have otherwise been implemented prior to the COVID-19 outbreak, at its facility to ensure the safety of its personnel, and potential clients and partners, which may adversely impact the Company’s productivity and its business in the supply chain sector. For example, mandatory or voluntary self-quarantines may limit the staffing at the Company’s facility. In addition, it is possible that among other things, travel restrictions to the US and elsewhere due to the COVID-19 pandemic may adversely affect the Company’s ability to successfully market and sell its products in Canada and elsewhere. Continued spread of COVID-19 globally could also lead to a deterioration of general economic conditions including a possible national or global recession. Due to the unpredictability and scale of the effects of COVID-19, The Company is unable to accurately estimate the impact or level of materiality of COVID-19 on its business, operations or financial results.
9
Solvbl Solutions Inc. (Formerly Stowe One Investment Corp.) Notes to the condensed interim Consolidated Financial Statements Three and six months ended June 30, 2022 and 2021 (Unaudited, Expressed in Canadian Dollars)
The Company will monitor the situation in order to assess any possible adverse impact on its business, supply chain and customers on an ongoing basis and to determine which measures, if any, will be taken to mitigate such adverse impact.
2. Basis of preparation
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”). These condensed interim financial statements should be read in conjunction with the audited annual financial statements of the Company for the years ended December 31, 2021 and 2020, 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 of the Company for issuance on August 26, 2022.
- b) Functional and Presentation Currency:
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.
The functional currency of the Company is the Canadian Dollar, which is also the presentation currency of these condensed interim consolidated financial statements.
- c) Accounting estimates and judgements
The preparation of these condensed interim consolidated financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Such estimates primarily relate to unsettled transactions and events as at the date of the condensed interim consolidated financial statements.
On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, revenues, and expenses. Management uses various factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual results could differ from the estimates used under different assumptions and conditions.
The most significant judgments applying to the Company’s condensed interim consolidated financial statements include:
-
The assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty.
-
Impairment of non-financial assets
-
Leases renewal terms and incremental borrowing rate
-
Revenue recognition
-
Provisions
10
Solvbl Solutions Inc. (Formerly Stowe One Investment Corp.) Notes to the condensed interim Consolidated Financial Statements Three and six months ended June 30, 2022 and 2021 (Unaudited, Expressed in Canadian Dollars)
Significant estimates or key sources of estimation uncertainty include:
-
Current and deferred income taxes
-
Allowance for expected credit losses
-
Useful lives of non-financial assets
-
Share-based payment transactions and warrants
-
Forfeiture of stock-based compensation
3. Significant Accounting Policies
The accounting policies applied by the Company in these condensed interim consolidated financial statements are the same as those applied by the Company in its financial statements for the years ended December 31, 2021 and 2020, other than as disclosed in Note 4, adoption of new accounting standards.
4. Adoption of New Accounting Standards
There were no new accounting standards adopted by the Company in the year ended December 31, 2021 and the three and six months ended June 30, 2022.
5. Qualified transaction
On February 10, 2021, Agile and Stowe One completed their previously announced Amalgamation which resulted in the reverse take-over of Stowe One by Agile (the "Transaction"). As a result of the Transaction, Stowe One now carries on the business of Agile. The Company also publicly filed a non-offering final prospectus dated February 10, 2021 (the "Prospectus") in connection with the listing of its common shares (the "Common Shares") on the Canadian Securities Exchange ("CSE"). The Company received approval from the CSE to list its Common Shares on the CSE. Trading in the Common Shares commenced under the ticker symbol "SOLV" on or about February 23, 2021 following the issuance by the CSE of its final bulletin in respect of the listing.
Immediately prior to the completion of the Transaction, Stowe One: (a) filed articles of amendment to change its name from "Stowe One Investment Corp." to "Solvbl Solutions Inc."; and (b) consolidated its share capital on the basis of one post-consolidation Common Share for each 2.1428571 pre-consolidation Common Shares, with total 3,366,817 post-consolidation shares issued. Under the terms of an amalgamation agreement between Stowe One (now Solvbl), Agile and 1191212 BC Ltd., a wholly owned subsidiary of Stowe One ("Subco"), dated effective December 21, 2018, as amended and restated effective August 14, 2020, the Transaction was completed by way of a three-cornered amalgamation under the laws of British Columbia whereby Subco merged with and into Agile to form an amalgamated entity, named "1191212 BC Ltd.". On closing of the Transaction, the amalgamated "1191212 BC Ltd." became a wholly owned subsidiary of SoLVBL and the shareholders of Agile were issued one Common Share in exchange for every one Agile common share held immediately prior to the completion of the Transaction. In addition, each outstanding option to purchase Agile common shares was exchanged for the equivalent number of options to purchase common shares of Solvbl on the same terms and conditions as the original security.
Following the completion of the Transaction, SoLVBL has 80,836,397 Common Shares issued and outstanding, approximately 4.2% of which are held by the prior shareholders of Stowe One Investments Corp. and approximately 95.8% of which are held by the former shareholders of Agile.
In connection with the completion of the Transaction, all directors and officers of Stowe One resigned and were replaced by nominees of Agile, as follows: (a) Raymond Pomroy - Chief Executive Officer and Corporate Secretary; (b) Khurram Qureshi - Chief Financial Officer; (c) Vikas
11
Solvbl Solutions Inc. (Formerly Stowe One Investment Corp.) Notes to the condensed interim Consolidated Financial Statements Three and six months ended June 30, 2022 and 2021 (Unaudited, Expressed in Canadian Dollars)
Gupta - Director; (d) Musabbir Chowdhury- Director; (e) Brenda Brown - Director; and (f) Alan Rootenberg - Director.
The fair value of the consideration issued at the closing of the Transaction is as follows:
| Deemed fair value of the issued shares of the Company Price per share Cost of acquisition Fair value of Stowe One net deficit: Cash Accounts Receivable Accounts Payable and Accrued Liabilities Amount due to Agile Listing expense |
164 5,568 (14,084) (235,000) |
3,366,817 0.15 |
|---|---|---|
| 505,022 243,352 |
||
| 748,374 |
Listing expense
The purchase price is recorded as an increase in share capital after day-one write off of as a listing expense in the profit and loss.
6. Cash and cash equivalents
| Cash in bank Redeemable/variable rate GIC |
June 30, December 31, 2022 2021 |
|---|---|
| $ 56,981 $ 128,320 257,250 1,150,000 |
|
| 314,231 $ 1,278,320 $ |
7. GIC investment
| One year locked GIC | June 30, December 31, 2022 2021 800,000 $ 650,000 $ |
|---|---|
As at June 30, 2022, the Company held $650,000 one-year locked GIC investment with annual interest rate of 1.5% maturing on September 13, 2022 and $150,000 one-year locked GIC investment with annual interest rate of 2.3% maturing on March 18, 2023.
As at December 31, 2021, the Company held $650,000 one-year locked GIC investment with annual interest rate of 1.5% maturing on September 13, 2022.
12
Solvbl Solutions Inc. (Formerly Stowe One Investment Corp.) Notes to the condensed interim Consolidated Financial Statements Three and six months ended June 30, 2022 and 2021 (Unaudited, Expressed in Canadian Dollars)
8. Equipment
| Cost Balance, January 1, 2021 Additions Balance, December 31, 2021 Additions Balance, June 30, 2022 Accumulated depreciation Balance, January 1, 2021 Additions Balance, December 31, 2021 Additions Balance, June 30, 2022 Net book value, January 1, 2022 Net book value, June 30, 2022 |
Blockchain Hardware Computer Equipment Total |
|---|---|
| $ 3,989 $ 16,710 $ 20,699 - - - |
|
| 3,989 16,710 20,699 - 6,070 6,070 |
|
| $ 3,989 $ 22,780 $ 26,769 |
|
| ($ 1,521) ($ 10,978) ($ 12,499) (740) (1,720) (2,460) |
|
| (2,261) (12,698) (14,959) (259) (602) (861) |
|
| ($ 2,520) ($ 13,300) ($ 15,820) |
|
| $ 1,728 $ 4,012 $ 5,740 |
|
| $ 1,469 $ 9,480 $ 10,949 |
9. Accounts Payable and Accrued Liabilities
| Accounts Payable and Accrued Liabilities | |
|---|---|
| Accounts payable Accrued liabilities Payroll deductions payable |
June 30, December 31, 2022 2021 |
| $ 14,367 $ 28,779 42,834 82,990 25,138 3,869 |
|
| 82,339 $ 115,638 $ |
10. Deferred Revenue
| Balance, January 1, 2021 Licensing fee Balance, December 31, 2021 and June 30, 2022 |
Deferred revenue |
|---|---|
| $ 24,955 120,000 |
|
| $ 144,955 |
11. Government loans
On April 16, 2020, the Company received a loan of $40,000 through the Canadian Emergency Business Account Program (“CEBA Loan”), which provides financial relief for Canadian small businesses during the COVID-19 pandemic. On December 21, 2020 the Company received further $20,000 as extension of this loan. The CEBA Loan has an initial term date on December 31, 2022 (the “Initial Term Date”) and may be extended to December 31, 2025. The CEBA Loan is nonrevolving, with an interest rate of 0% per annum up to January 20, 2022. The outstanding balance was converted to a term loan on January 21, 2022, remaining interest free until December 31, 2023 and with no minimum payment schedule during this time. Repaying $40,000 of the CEBA loan on or before December 31, 2023 will result in loan forgiveness of $20,000 out of the total $60,000 loan.
13
Solvbl Solutions Inc. (Formerly Stowe One Investment Corp.) Notes to the condensed interim Consolidated Financial Statements Three and six months ended June 30, 2022 and 2021 (Unaudited, Expressed in Canadian Dollars)
An interest rate of 5% per annum will be applied to any outstanding balance as of January 1, 2024 and the remaining balance is required to be paid in full no later than December 31, 2025.
The fair value of the loans as at June 30, 2022 and December 31, 2021 was $58,740 and $57,526, respectively, calculated using a 4.45% effective rate which corresponds to a rate that the Company would have obtained for a similar investment.
The Company recognized an accretion expense of $1,214 and a $Nil gain on discount of the government loan (2021: $1,164 and $Nil) in the condensed interim consolidated statements of loss and comprehensive loss for the six months ended June 30, 2022 and 2021, respectively.
12. Share Capital
Authorized Unlimited common shares
| Note Balance as at January 1, 2020 Private placement (April 1, 2020) a) Private placement (April 15, 2020) b) Private placement (November 2, 2020) c) Share issuance cost Balance as at December 31, 2020 Common shares acquired through RTO d) Stock options exercised e) Private placement on July 23, 2021 f) Financial advisory service g) Debt settlement h) Private placement on July 30, 2021 i) Share issuance cost j) Balance as at December 31, 2021 and June 30, 2022 |
Number of Shares Amount |
|---|---|
| 72,534,747 1,543,663 $ 87,999 13,200 4,786,700 718,005 60,140 9,021 (42) |
|
| 77,469,586 2,283,847 $ 3,366,811 505,022 100,000 10,000 50,000,000 1,899,900 3,333,333 126,667 4,930,000 208,340 13,333,333 620,400 (473,273) |
|
| 152,533,063 5,180,903 $ |
-
a) On April 1, 2020, the Company closed a private placement equity financing and issued 87,999 Common Shares of the Company, at a price of $0.15 per share, with gross proceeds of $13,200 raised.
-
b) On April 15, 2020, the Company closed a private placement equity financing and issued 4,786,700 Common Shares of the Company, at a price of $0.15 per share, with gross proceeds $718,005 raised, $42 in share issuance costs were incurred and recognized.
-
c) On November 2, 2020, the Company completed a private placement financing for gross proceeds of $9,021. In connection with the closing of the financing, the Company issued an aggregate of 60,140 common shares, at a price of $0.15 per common share.
-
d) On February 10, 2021, the Company closed a three-cornered amalgamation transaction and issued 3,366,817 common shares. (Note 5)
-
e) On February 26, 2021, 100,000 stock options were exercised with an exercise price of $0.10 per share, 100,000 common shares of the Company were issued with proceeds of $10,000 received.
-
f) On July 23, 2021 the Company closed a brokered private placement of units of the Company (the "Units") led by Research Capital Corporation as sole agent and sole bookrunner (the “Agent”),
14
Solvbl Solutions Inc. (Formerly Stowe One Investment Corp.) Notes to the condensed interim Consolidated Financial Statements Three and six months ended June 30, 2022 and 2021 (Unaudited, Expressed in Canadian Dollars)
pursuant to which the Company issued 50,000,000 Units at a price of $0.06 per Unit for aggregate gross proceeds of $3,000,000. Each Unit is comprised of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant is exercisable to acquire one Common Share (a "Warrant Share") at a price of $0.12 per Warrant Share for a period of 24 months from the date of issuance. The fair value of the Common Shares and the Warrants was estimated to be $1,899,900 and $1,100,100 specifically, with reference to the Black-Scholes option pricing model with the following assumptions: (i) expected dividend yield of 0%; (ii) expected volatility of 116%; (iii) risk-free rate of 0.45%; (iv) unit price of $0.12; (v) forfeiture rate of 0; (vi) expected life of two years.
- g) In connection with the private placement, the Agent received an aggregate cash fee equal to $229,329 and an aggregate of 3,822,154 non-transferable compensation warrants (the “Broker Warrants”), equal to 8% of the total number of Units sold by the Agent. Each Broker Warrants entitles the holder to purchase one Unit of the Company at an exercise price of $0.06, equal to the offering price, for a period of 24 months following the closing of the private placement. The fair value of the Broker Warrants was estimated to be $84,087, with reference to the Black-Scholes option pricing model with the following assumptions: (i) expected dividend yield of 0%; (ii) expected volatility of 116%; (iii) risk-free rate of 0.45%; (iv) unit price of $0.06; (v) forfeiture rate of 0; (vi) expected life of two years.
In addition, the Company has paid the Agent financial advisory fee satisfied by the issuance of 3,333,333, Common Shares and 3,333,333 warrants on July 23, 2021. Each Warrant is exercisable to acquire one Common Share at a price of $0.12 per share for a period of 24 months from the date of issuance. The fair value of the Common Shares and the Warrants was estimated to be $126,667 and $73,333 specifically, with reference to the Black-Scholes option pricing model with the following assumptions: (i) expected dividend yield of 0%; (ii) expected volatility of 116%; (iii) risk-free rate of 0.45%; (iv) unit price of $0.12; (v) forfeiture rate of 0; (vi) expected life of two years. The non-cash $200,000 corporate finance fee was recorded as share issuance cost of this private placement financing.
- h) On July 27, 2021, the Company settled aggregate indebtedness of $265,800 under debt settlement agreements with six creditors by issuing an aggregate of 4,430,000 units of the Company ("Debt Units"), at a price of $0.06 per Unit. Each Unit is comprised of one Common Share and one Warrant. Each Warrant is exercisable for a period of 24 months from the date of issuance at an exercise price of $0.12 per Common Share. The fair value of the Common Shares and the Warrants was estimated to be $168,340 and $97,460 specifically, with reference to the Black-Scholes option pricing model with the following assumptions: (i) expected dividend yield of 0%; (ii) expected volatility of 116%; (iii) risk-free rate of 0.45%; (iv) unit price of $0.12; (v) forfeiture rate of 0; (vi) expected life of two years.
The Company also settled indebtedness of $40,000 under a settlement agreement with one creditor by issuing 500,000 Common Shares at a price of $0.08 per Common Share.
- i) On July 30, 2021 the Company closed a second private placement of units of the Company (the "Units"), pursuant to which the Company issued 13,333,333 Units at a price of $0.075 per Unit aggregate gross proceeds of $1,000,000 led by the Agent. Each Unit is comprised of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant is exercisable to acquire one Common Share (a "Warrant Share") at a price of $0.12 per Warrant Share for a period of 24 months from the date of issuance. The fair value of the Common Shares and the Warrants was estimated to be $620,400 and $379,600 specifically, with reference to the Black-Scholes option pricing model with the following assumptions: (i) expected dividend yield of 0%; (ii) expected volatility of 116%; (iii) risk-free rate of 0.45%; (iv) unit price of $0.12; (v) forfeiture rate of 0; (vi) expected life of two years.
15
Solvbl Solutions Inc. (Formerly Stowe One Investment Corp.) Notes to the condensed interim Consolidated Financial Statements Three and six months ended June 30, 2022 and 2021 (Unaudited, Expressed in Canadian Dollars)
In connection with the private placement, the Agent received an aggregate cash fee of $61,280 and an aggregate of 817,067 non-transferable compensation warrants (the “Broker Warrants”). Each Broker Warrants entitles the holder to purchase one Unit of the Company at an exercise price of $0.075, equal to the offering price, for a period of 24 months following the closing of the private placement. The fair value of the Broker Warrants was estimated to be $22,879, with reference to the Black-Scholes option pricing model with the following assumptions: (i) expected dividend yield of 0%; (ii) expected volatility of 116%; (iii) risk-free rate of 0.45%; (iv) unit price of $0.06; (v) forfeiture rate of 0; (vi) expected life of two years.
Apart from the direct cash compensation and Broker Warrants, the Company incurred $158,228 share issuance cost that paid directly from the private placement proceeds.
All securities issued are subject to a hold period of four months and one day from the date of issuance in accordance with applicable securities legislation.
- j) Share issuance costs incurred in connection with the closing of the private placements on July 23, 2021 and July 30, 2021 are $753,880 in total, out of which $446,915 paid in cash and $306,965 settled in issuance of Solvbl securities. Fair value of share issuance cost allocated to common shares and warrant as follows:
| Cash paid directly from proceeds Cash paid separately for the financing Fair value of broker units issuance Agent advisory fee units issuance Total share issuance costs |
$ 428,632 18,283 106,965 200,000 753,880 $ |
Bifurcation between |
|---|---|---|
| Common shares Warrants $ 270,404 $ 158,228 11,343 6,940 67,446 39,519 124,080 75,920 |
||
| 473,273 $ 280,607 $ |
13. Warrants Reserve
| Note Balance as at January 1, 2020 Warrants expiration a) Balance as at December 31, 2020 Private placement on July 23, 2021 12 f) Broker warrants on July 23, 2021 12 g) Financial advisory service 12 g) Debt settlement 12 h) Private placement on July 30, 2021 12 i) Broker warrants on July 30, 2021 12 i) Shareholder services b) & c) Share issuance cost 12 j) Balance as at December 31, 2021 and June 30, 2022 |
Number of Warrants Amount |
|---|---|
| 11,587,373 263,970 $ (11,587,373) (263,970) |
|
| - - $ 50,000,000 1,100,100 3,822,154 84,087 3,333,333 73,333 4,430,000 97,460 13,333,333 379,600 817,067 22,878 1,000,000 22,000 (280,607) |
|
| 76,735,887 1,498,851 $ |
- a) 8,287,373 warrants expired without exercise on March 29, 2020. 1,050,000 warrants expired without exercise on May 28, 2020 and 2,250,000 warrants expired without exercise on June 21, 2020.
16
Solvbl Solutions Inc. (Formerly Stowe One Investment Corp.) Notes to the condensed interim Consolidated Financial Statements Three and six months ended June 30, 2022 and 2021 (Unaudited, Expressed in Canadian Dollars)
-
b) The Company entered into a one (1) year marketing agreement with LDJ Consulting Inc. ("LDJ"), a Toronto, Ontario-based marketing consulting company beginning in July 2021 and ending in July 2022, pursuant which, on July 27, 2021 the Company issued 500,000 common share purchase warrants ("Warrants") to LDJ at an exercise price of $0.12 per Common Share exercisable for a period of 24 months from the date of issuance. The fair value of the Warrants was estimated to be $11,000, with reference to the Black-Scholes option pricing model with the following assumptions: (i) expected dividend yield of 0%; (ii) expected volatility of 116%; (iii) risk-free rate of 0.45%; (iv) unit price of $0.12; (v) forfeiture rate of 0; (vi) expected life of two years.
-
c) The Company also entered into a one-year consulting agreement with an arm's length individual for business development services and agreed to issue 500,000 Warrants on July 27, 2027 at an exercise price of $0.12 per Common Share exercisable for a period of 24 months from the date of issuance. The fair value of the Warrants was estimated to be $11,000, with reference to the BlackScholes option pricing model with the following assumptions: (i) expected dividend yield of 0%; (ii) expected volatility of 116%; (iii) risk-free rate of 0.45%; (iv) unit price of $0.12; (v) forfeiture rate of 0; (vi) expected life of two years.
14. Stock Option Reserve
Stock option reserve:
The Company has an incentive stock options plan (the “Stock Option Plan”) under which the directors of the Company were authorized to grant options up to 10% of the issued and outstanding Common Shares from time to time, to the Company’s employees, directors and officers and persons providing ongoing services to the Company.
The Stock Option Plan allows for the option price at the time each option is granted to be not less than the closing marketed price of the Company’s common shares on the day immediately preceding the day upon which the option is granted, less a maximum discount allowable under CSE policies. Options granted under the Stock Option Plan may be exercisable for a period up to ten years. Vesting is determined at the discretion of the Board of Directors and in accordance with the policies of the CSE.
As at June 30, 2022, the Company had outstanding stock options as follows:
| Options | Options | Options | Exercise | Fair Value | ||||
|---|---|---|---|---|---|---|---|---|
| Grant Date | Outstanding | Vested | Unvested | Price | (per option) | Expiration Date | Total Value | |
| 20-Oct-18 | 650,000 | 650,000 | - | $0.10 | $0.0789 | 20-Oct-26 | $ | 51,285 |
| 1-Sep-19 | 700,000 | 700,000 | - | $0.10 | $0.0764 | 1-Sep-26 | 53,480 | |
| 3-Sep-19 | 1,175,000 | 1,175,000 | - | $0.10 | $0.0766 | 3-Sep-26 | 90,005 | |
| 25-Sep-19 | 1,540,000 | 1,540,000 | - | $0.10 | $0.0765 | 25-Sep-26 | 117,810 | |
| 30-Sep-19 | 925,000 | 925,000 | - | $0.10 | $0.0767 | 30-Sep-26 | 70,948 | |
| 4-May-20 | 746,666 | 746,666 | - | $0.15 | $0.1334 | 4-May-27 | 99,605 | |
| 29-Nov-21 | 4,925,000 | 2,612,500 | 2,312,500 | $0.075 | $0.0518 | 29-Nov-26 | 255,115 | |
| 10,661,666 | 8,349,166 | 2,312,500 | $ 738,248 |
On May 4, 2020, the Company granted 746,666 stock options to its key management at an exercise price of $0.15 per share and with an expiry period of two years from the date of the options were granted. The stock options vest pursuant to the agreement between the stock option holders and the Company.
17
Solvbl Solutions Inc. (Formerly Stowe One Investment Corp.) Notes to the condensed interim Consolidated Financial Statements Three and six months ended June 30, 2022 and 2021 (Unaudited, Expressed in Canadian Dollars)
On February 26, 2021, 100,000 stock options were exercised at an exercise price of $0.10 per share, 100,000 common shares of the Company were issued with proceeds of $10,000 received.
On August 9, 2021, the Company approved in its annual general and special shareholders meeting that to extend the expiry period of total 5,511,666 granted and outstanding stock options for further five years after initial expiry date. The fair value of the extension was estimated to be $61,570, with reference to the Black-Scholes option pricing model with the following assumptions: (i) expected dividend yield of 0%; (ii) expected volatility of 120%; (iii) risk-free rate of 0.41% - 2.47%; (iv) unit price of $0.10-$0.15; (v) forfeiture rate of 0; (vi) expected life of five years.
On November 29, 2021, the Company granted 4,925,000 stock options to its key management, staff and consultants at an exercise price of $0.075 per share and with an expiry period of five years from the date of the options were granted. The stock options vest pursuant to the agreement between the stock option holders and the Company.
On February 12, 2022, 75,000 fully vested stock options granted to a former employee of the Company on September 30, 2019 was forfeited after three months grace period.
The summary of stock options granted up to June 30, 2022 is presented below:
| Outstanding, unvested, January 1, 2021 Granted Vested Exercised Forfeited Outstanding, unvested, December 31, 2021 Forfeited Vested Outstanding, unvested, June 30, 2022 |
Number of options |
|---|---|
| 346,666 4,925,000 (459,166) (100,000) (287,500) |
|
| 4,425,000 (75,000) (2,037,500) |
|
| 2,312,500 |
| Options | Outstanding | Options | Exercisable | |
|---|---|---|---|---|
| Weighted Average | ||||
| Range of | Options | Remaining | Options |
Weighted Average |
| Exercise Prices | Outstanding | Contractual Life | Exercisable | Exercise Price |
| $0.075 - $0.15 | 10,661,666 | 4.24 | 8,349,166 | $0.10 |
No stock options were granted to related parties in the six months ended June 30, 2022 and 2021.
On February 12, 2022, 75,000 fully vested stock options granted to a former employee of the Company on September 30, 2019 was forfeited after three months grace period. Recognized vested fair value of $5,753 of the forfeited stock options has been reversed in the six months ended June 30, 2022.
18
Solvbl Solutions Inc. (Formerly Stowe One Investment Corp.) Notes to the condensed interim Consolidated Financial Statements Three and six months ended June 30, 2022 and 2021 (Unaudited, Expressed in Canadian Dollars)
15. Contributed Surplus
| Note Balance, January 1, 2021 Stock option exercised Balance, December 31, 2021 and June 30, 2022 |
Balance |
|---|---|
| $ 304,806 7,900 |
|
| $ 312,706 |
16. Government Subsidy
| Investment tax credit Ontarial provicial and territorial credit Canadian emergency wage subsidy |
Six monhts ended June 30, |
|---|---|
| 2022 2021 $ - $ 108,512 - 26,959 - 116,043 |
|
| $ - $ 251,514 |
17. Related Party Transactions
For the six months ended June 30, 2022 and 2021, the Company incurred $131,500 and $104,000 in service fees, salaries to its key management and directors, respectively.
As at June 30, 2022 and December 31, 2021, the amount due to related parties balances were $5,400 and $8,300, respectively. The amounts due to related parties are recorded at the exchange amounts as agreed upon by the related parties under contracts signed with them, non-interest bearing, unsecured and with no fixed repayment terms.
In the six months ended June 30, 2022 and 2021, the Company recorded an amount of $113,539 and $7,200, respectively being the fair value of vested stock options granted to related parties.
18. Financial Instruments
Transactions in financial instruments may result in an entity assuming or transferring to another party one or more of the financial risks described below. The required disclosures provide information that assists users of these condensed interim consolidated financial statements in assessing the extent of risk related to financial instruments.
(a) Fair value
Financial instruments included in the condensed interim consolidated statement of the financial position as at June 30, 2022 consist of cash and cash equivalents, cash held in trust, accounts payable and accrued liabilities and government loan with June 30, 2022 carrying amounts which approximates their respective fair values.
- (b) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises the following types of risk: credit risk, foreign exchange risk, liquidity risk and cash flow risk.
19
Solvbl Solutions Inc. (Formerly Stowe One Investment Corp.) Notes to the condensed interim Consolidated Financial Statements Three and six months ended June 30, 2022 and 2021 (Unaudited, Expressed in Canadian Dollars)
(c) 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’s credit risk is primarily attributable to the liquidity of its various cash and receivable balances.
(d) Foreign exchange risk
The Company is not exposed to any significant foreign exchange risk. The Company did not have any hedges or any other transactions related to foreign currency clearance at the time that these condensed interim consolidated financial statements were issued. In the opinion of management, the foreign exchange risk exposure to the Company is low.
(e) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company actively manages its liquidity risk through cash and equity management strategies. Such strategies include continuously monitoring forecasted and actual cash flows from operating, financing and investing activities.
The Company’s cash flow is generated from debt financing or equity private placements.
The Company monitors cash on a regular basis and reviews expenses to ensure costs and commitments are being paid in a timely manner. Management has worked with and negotiated with vendors to ensure payment arrangements are satisfactory to all parties and that monthly cash commitments are managed within the Company’s operating cash flow capabilities.
As at June 30, 2022, the Company had a cash and cash equivalents balance of $314,633. The following table summaries the gross amount and maturity periods of the Company’s contractual obligations of financial instruments as of June 30, 2022:
| Within | 1 | year | |
|---|---|---|---|
| Accountspayable and accrued liabilities | $ | 82,239 |
- (f) Cash flow interest risk
Cash flow interest risk is the risk that future cash flows associated with a monetary financial instrument will fluctuate in amount, such as a debt instrument held with a floating interest rate. In the opinion of management, the cash flow risk exposure to the Company is low.
19. Capital Management
The Company includes equity, comprised of common shares, warrant reserve, stock option reserve, contributed surplus and deficit, in the definition of capital. The Company’s objectives when managing capital are as follows:
-
(i) To safeguard the Company’s assets and ensure the Company’s ability to continue as a going concern; and
-
(ii) To raise sufficient capital to achieve the ongoing business objectives including funding of future growth opportunities and meeting its general and administrative expenditures.
20
Solvbl Solutions Inc. (Formerly Stowe One Investment Corp.) Notes to the condensed interim Consolidated Financial Statements Three and six months ended June 30, 2022 and 2021 (Unaudited, Expressed in Canadian Dollars)
The Company manages its capital structure and makes adjustments to it, based on general economic conditions, the Company’s short-term working capital requirements, and its planned capital requirements and strategic growth initiatives.
The Company's principal source of capital is from the issuance of common shares or special warrants. In order to achieve its objectives, the Company expects to spend its working capital, when applicable, and raise additional funds as required.
The Company does not have any externally imposed capital requirements.
20. Subsequent events
There were no significant subsequent events requiring disclosure through to the date of these condensed interim consolidated financial statements.
21