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STICKIT TECHNOLOGIES INC. Interim / Quarterly Report 2024

Aug 16, 2024

48399_rns_2024-08-16_47e7846e-e8d6-4ac7-8ffd-58a8ab0530c1.pdf

Interim / Quarterly Report

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STICKIT TECHNOLOGIES INC

STICKIT TECHNOLOGIES INC.

CONSOLIDATED FINANCIAL STATEMENTS (formerly Aquazoom Hydropower Solutions Inc.)

June 30, 2024

INDEX

Interim condensed Consolidated Statements of Financial Position
Interim condensed Consolidated Statements of Comprehensive Income
Interim condensed Consolidated Statements of Changes in Equity
Interim condensed Consolidated Statements of Cash Flows
Notes to the Interim condensed Consolidated Financial Statements
Page
2
4
5
6
7-9

1

STICKIT TECHNOLOGIES INC

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The accompanying unaudited condensed interim financial statements of the Company for the six months ended June 30, 2024, have been prepared by management and approved by the Audit Committee and Board of Directors of the Company. The Company’s independent auditors have not performed a review of these interim financial statements in accordance with the standards established by the Canadian Institute of Chartered Professional Accountants for a review of interim financial statements by an entity’s auditors.

2

STICKIT TECHNOLOGIES INC

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

CAD in thousands

AD in thousands
Assets
Current assets
Cash and cash equivalents
Trade accounts receivable-
Stickit Thailand
Other accounts receivable
Inventories – finished goods
Total current assets
Non-current assets
Right for use of leased assets
Fixed assets
Total non-current assets
Total assets
Liabilities and shareholders'
equity
Current liabilities
Excess of losses over investment
in associate joint venture
companies
Trade accounts payable
Other accounts payable
Total current liabilities
Non-currentliabilities
Deferred income
Total non-current liabilities
Total liabilities
Shareholders' Equity
Share capital
Share premium
Reserve for share-based payment
transactions
Foreign currency translation
adjustments
Accumulated deficit
Total equity
Total equity and liabilities
As of June 30,
2 0 2 4
2 0 2 3
523
695
42
142
110
38
34
745
839
-
10
25
10
25
755
864
147
78
-
68
366
25
513
171
69
-
69
171
582
189
48,123
4
4,047
4,168
964
964
211
(13)
)
53,167
(
)
4,430
(
178
693
755
864
As of
December 31,
2 0 2 4
523
42
142
38
745
10
10
755
147
-
366
513
69
69
582
48,123
4,047
964
211
)
53,167
(
178
755
2 0 2 3
827
42
114
38
1,021
-
17
17
1,038
147
-
368
515
71
71
586
48,123
4,047
964
204
(52,886)
452
1,038

3

STICKIT TECHNOLOGIES INC

“ ” “ ” /s/ Eli Ben-Haroosh /s/ Sophie Galper-Komet August 16, 2024 Eli Ben Harosh Sophie Galper Komet Date of approval of the Chief Executive Officer and Chief Financial Officer financial statements Director The accompanying notes are an integral part of these financial statements.

4

STICKIT TECHNOLOGIES INC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CAD in thousands

AD in thousands
Revenues
Cost of revenue
Gross profit (loss)
Research and development expenses
General and administrative expenses
Other expenses
Issuance costs in reverse acquisition
Net Operating profit (loss)
Share of losses of a company
accounted for at equity method
Finance expense
Finance income
Loss

Other comprehensive loss:
Amounts that will not be reclassified
subsequently to profit or loss:
Foreign currencies translation
adjustments
Total other comprehensive loss
Total comprehensive loss
Loss per share attributable to
ordinary shareholders of the
Company:
Basic and diluted loss per share
For the period of six
months ended June 30,
2 0 2 4
2 0 2 3
12
130
61
60
(49)
70
-
74
192
329
-
1
-
-
(241)
(334)
-
1
40
30
-
(281)
(365)
7
)
52
(
7
)
52
(
(274)
(417)
)
0.003
(
)
0.38
(
For the period of three
months ended June 30,
2 0 2 4
2 0 2 3
3
3
1
22
2
(19)
-
5
162
144
-
-
-
-
(160)
(168)
-
34
29
(65)
(194)
(262)
(4)
)
28
(
(4)
)
28
(
(198)
(290)
(0.0022)
(0.27)
For the
year ended
December
31,
2 0 2 4 2 0 2 4 2 0 2 3
12
61
(49)
-
192
-
-
(241)
-
40
(281)
7
7
(274)
)
0.003
(
3
1
2
-
162
-
-
(160)
34
(194)
(4)
(4)
(198)
(0.0022)
203
154
49
101
1,004
-
47,695
)
48,751
(
64
(8)
2
)
48,821
(
(165)
)
165
(
)
986
48,
(
)
0.046
(

The accompanying notes are an integral part of these financial statements.

5

STICKIT TECHNOLOGIES INC

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY CAD in thousands

CAD in thousands
Balance as of January 1, 2024
(Audited)
Loss for the period
Other comprehensive income
Balance as of June 30, 2024
(Non-Audited)
Exercise of stock options
Share-based payments
Loss for the year
Other comprehensive loss
Balance as of June 30, 2023
(Non-Audited)
Balance as of January 1, 2023
(Audited)
Exercise of stock options
Share-based payments
Loss for the year
Other comprehensive loss
Reverse acqusition
Balance as of December 31, 2023
Balance as of March 31, 2024
(Non-Audited)
Loss for the period
Other comprehensive income
Balance as of June 30, 2024
(Non-Audited)
Balance as of March 31, 2023
Exercise of stock options
Share-based payments
Loss for the period
Other comprehensive loss
Balance as of June 30, 2023
Share
Capital
48,123
-
-
48,123
1
-
-
-
4
3
()
-
-
-
48,120
48,123
48,123
-
-
48,123
4
(
)
-
-
-
4
Share
Premium
4,047
-
-
4,047
1,067
-
-
-
4,168
3,101
1,100
-
-
-
)
154
(
4,047
4,047
-
-
4,047
4,168
-
-
-
-
4,168
Share-based
Payments
transactions
964
-
-
964
)
3
9
9
(
95
-
-
964
1,862
)
993
(
95
-
-
-
964
964
-
-
964
964
-

-
-
964*
Foreign
Currencies
translation
adjustments
204
-
7
211
-
-
-
)
52
(
)
13
(
39
-
-
-
165
-
204
215
-
)
4
(
211
15
-
-
-
)
28
(
)
13
(
Accumulated
Deficit
(52,886)
)
281
(
-
(53,167)
-
-
)
365
(
-
(4,430)
(4,065)
-
-
)
48,821
(
-
-
(52,886)
(52,974)
(194)
)
53,167
(
)
4,168
(
-
-
)
262
(
-
(4,430)
Total
452
)
281
(
7
178
75
95
)
365
(
)
52
(
693
940
107
95
)
48,821
(
165
47,966
452
375
(194)
)
4
(
178
983
-
-
)
262
(
)
28
(
693
  • Represent amount less than CAD 1

6

STICKIT TECHNOLOGIES INC

The accompanying notes are an integral part of these financial statements.

7

CONSOLIDATED STATEMENTS OF CASH FLOWS

CAD in thousands

CONSOLIDATED STATEMENTS
CAD in thousands
OF CASH FLOWS
Cash flows from operating activities
Loss
Adjustments required for
presenting cash flows from
operating activities (Appendix
A):
Net cash used in operating activities
Cash flows from investing activities
Investment in associate joint venture
company
Purchase of fixed assets
Net cash used in investing activities
Cash flows from financing activities
Shares issuance and premium on
shares
Cash from Reverse merge
Net cash provided by financing
activities
Net decrease in cash and cash
equivalents
Exchange rate differences on
balances of cash and cash
equivalents

Cash and cash equivalents at the
beginning of period/year
Cash and cash equivalents at the
end of period/year
For the period of six
months ended June 30,
2 0 2 4
2 0 2 3
(281)
)
365
(
(24)
49
(305)
)
316
(
-
-
-
)
1
(
-
)
1
(
-
75
-
-
75
(305)
)
242
(
1
)
58
(
827
995
523
695
For the period of three
months ended June 30,
2 0 2 4
2 0 2 3
(194)
)
262
(
66
59
(128)
(202)
-
-
-
-
-
-
-
-
-
-
-
-
(128)
)
202
(
(8)
)
32
(
659
929
523
695
For the year
ended
December 31,
2 0 2 4
(281)
(24)
(305)
-
-
-
-
-
-
(305)
1
827
523
2 0 2 4
(194)
66
(128)
-
-
-
-
-
-
(128)
(8)
659
523
2 0 2 3
)
48,821
(
48,076
(745)
-
-
-
107
316
423
)
322
(
154
995
827

STICKIT TECHNOLOGIES INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CAD in thousands (except for number of shares and share price)

Appendix A - Adjustments required for presenting cash flows from operating activities:

Significant non-cash
transactions:
Depreciation
Share-based payments
Issuance
costs
in
reverse
acquisition
Equity in net loss of investees
Changes in operating assets
and liabilities:
Increase in accounts payable
Increase (decrease) in trade
accounts receivable
decrease in inventories
Decrease (increase) in other
accounts receivable
Increase (decrease) in trade
accounts payable
For the period of six
months ended June 30,
2 0 2 4
2 0 2 3
6
8
95
-
-
-
1
5
(25)
(5)
-
-
7
(33)
)
3
4
(
3
6
(24)
49
For the period of three
months ended June 30,
For the year
ended
December 31,
For the period of three
months ended June 30,
For the year
ended
December 31,
2 0 2 4
6
-
-
5
(5)
-
(33)
3
(24)
2 0 2 4
2
-
-
18
(3)
-
44
5
66
2 0 2 3
2 0 2 3
5
20
1
95
-
47,695
-
69
4
348
3
(42)
74
4
(13)
6
(15)
(119)
59
48,076

The accompanying notes are an integral part of these interim financial statements.

  • 9 -

STICKIT TECHNOLOGIES INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CAD in thousands (except for number of shares and share price)

Note 1 - General

  • A. General description of the Company and its operations

STICKIT LIMITED an Israeli corporation ID 516091360 (hereafter: " Stickit LTD ”) incorporated on 2019 as a private company limited by shares, in Israel, and commenced its business operations in October, 2019. The registered office of the Company is Tel-Aviv, Hapeleh 7, Israel.

Stickit LTD. has a wholly owned subsidiary in the Spain Stickit Labs SL.

Stickit LTD develop, market and sell high-quality "Cannabis Sticks" based on a registered PCT patent no. 11582996 B2, for which the patent application was assigned to the Company for CAD 0.001 on 1 2021 by Mr. Asher Holzer, President of the Company; designed to be inserted into any cigarette/joint of any kind. The cannabis stick is reminiscent of a toothpick, which allows it to be easily inserted into any cigarette. The stick consists of a source extract of cannabis ingredients (the "green plant") - and not oilderived - it burns as fast as a cigarette and saves the cumbersome need of rolling and allows the user to consume more percent of active ingredients than any other product.

On October 23, 2023, Stickit Technologies Inc. (formerly Aquazoom Hydropower Solutions Inc.) (the “ Company ”) closed its business acquisition of Stickit LTD, accordingfelly, the Company changed its name to Stickit Technologies Inc. Pursuant to the terms of the Acquisition, the Company issued 110,816,407 common shares (111.1357 common shares in the capital of the Company for each ordinary share in the capital of Stickit) (the “Payment Shares”), at a deemed price of $0.4304 per Payment Share. Following completion of the Acquisition, Stickit LTD became a wholly owned subsidiary of the Company. Concurrently with completion of the Acquisition, the Company completed a financing of $441,000. The financing consisted of a total of 1,024,628 subscription receipts at a price of $0.4304 each, that were converted on a 1:1 basis into the Company’s common shares. In addition, in connection with closing of the Acquisition, the Company issued (i) 23,232 finder warrants to arms’-length finders in connection with the Company’s concurrent financing, and (ii) 5,342,404 incentive stock options to employees of the Company (111.1357 incentive options in exchange for each the outstanding Stick LTD warrants). The terms of the exercise of the options shall be consistent with the terms of the originally issued underlying Stick LTD’s securities. Each of the finder warrants will be exercisable into one common share of the Company at a price of $0.55 per Company’s common share in a period of 24 months from the date of issuance.

Immediately following the completion of the Acquisition, the following persons were appointed as directors of the Company: Eli Ben-Haroosh, Asher Holzer, Sophya Galper-Komet, Steven Glaser, Orit Berger. Also, immediately following the completion of the Acquisition, the following persons were appointed as officers of the Company: Eli Ben-Haroosh, Chief Executive Officer Sophya Galper-Komet, Chief Financial Officer and Corporate Secretary Asher Holzer, Executive Chairman of the Board of Directors.

On October 27thCompany’s shares commenced trading on the Canadian Securities Exchange (CSE) under the ticker symbol "STKT". Company's CSE listing statement was filed on Stickit's CSE portal and under the Company's profile on SEDAR+.

  • 10-

STICKIT TECHNOLOGIES INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CAD in thousands (except for number of shares and share price)

Note 1 – General (Cont.)

The purchase price, for the acquisition was approximately CAD 47.7 million, determined in accordance with the value of Stickit LTD.'s capital instruments on October 23, 2023. The excess purchase price over the carrying amount of assets and liabilities value of the company's in the amount of approximately CAD 47.7 million was recorded as registration expenses (issuance expenses) within the profit or loss statements.

The results of the merger transaction by share split resulted in the fact that, from a legal point of view, the company owns Stickit Ltd. Since the controlling owners of Stickit Ltd. gain control of the company, it was determined that Stickit Ltd. is the accounting acquirer of the activity and therefore the transaction was treated as a reverse acquisition which does not constitute Business combination.

Accordingly, in the consolidated financial statements the comparative financial information as of December 31, 2022 and for the two years ended on December 311, 2022, consist of the financial information of the Stickit Limited that is considered as the accounting acquirer for accounting of reverse acquisition.

In connection with the reverse acquisition, the Israeli Tax Authorities issue to Stickit LTD tax ruling that under certain compliance with condition, including a restriction on performing a disposition of the Company and Stickit LTD shares, is differing the tax evet arise in the acquisition to the date of actual disposal of the Company’s and Stickit LTD Stickit LTD shares.

B. Definitions

In these financial statements: Related parties - as defined in IAS 24 CAD - Canadian dollar

C. Material event in the reporting period

Effects of the “Iron Swords” war

Following the brutal attacks on Israel, the mobilization of army reserves and the Government declaration of a state of war (“Iron Swords” war) in October 2023, there was a decrease in Israel’s economic and business activity. The security situation has led, inter alia, to a disruption in the chain of supply and production, a decrease in the volume of national transportation, a shortage in manpower as well as a decrease in the value of financial assets and a rise in the exchange rate of foreign currencies in relation to the shekel.

The Company has examined the effects of the aforesaid and on the basis of several scenarios that were examined, has reached the conclusion that the Company is able to continue paying its liabilities in the foreseeable future. In this examination, the Company relied on forecasts and on the liquid assets at its disposal, unutilized credit facilities, possibilities for cost cutting, streamlining plans, unencumbered assets, and so forth.

D. Financial position

Stickit Limited has incurred continuous losses from its business operations and has generated negative cash flows from operating activities of CAD 53,168 during the first 6 months of 2024.

During 2023 the Company incurred losses of CAD 48,821 of which CAD 47,695 resulted from registration and issuance costs from a reverse merger, see Note 1 A. The Company has so far financed its operations mainly through equity resulting from capital raising.

  • 11-

STICKIT TECHNOLOGIES INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CAD in thousands (except for number of shares and share price)

Note 1 – General (Cont.)

The Company is expected to further generate losses from operations which will be expressed in negative cash flows from operating activity. Hence the continuation of the Company's operations depends on raising the required financing resources or reaching profitability, which are not guaranteed at this point. The Company`s ability to continue as a going concern, is dependent on the Company meeting the factors of the business plan designed by Management, forecasts and related key assumption, potential liquidity risks and cash flow projection.

As part of their ongoing responsibilities, the Company's Board of Directors and Management have undertaken a thorough review of the Company’s cash flow forecast and potential liquidity risks. Forecasts of operating results and cash flow projections were prepared for the period of 12 months from the date of approval of the financial statements. According to such projections, the Company's Board of Directors and Management believe that the Company have sufficient resources for the continuation of its activities and to meet its obligations for at least 12 months from the date of approval of the financial statements.

Note 2 – Basis of presentation

These interim consolidated financial statements as of June 31, 2024, were prepared in a condensed format in accordance with IAS 34, "Interim Financial Reporting" (hereafter: "Interim Consolidated Financial Statements").

Therefore, the Interim Consolidated Financial Statements do not include all the disclosure necessary for a complete presentation of financial condition, results of operations, cash flows and all the data and notes, which are required when preparing annual financial statements, in conformity with IFRS.

The Interim Consolidated Financial Statements have been approved by the Directors of the Company on August 16, 2024; and are the responsibility of directors of the Company, who are responsible for preparing the Interim Financial Information in accordance with IFRS.

The Interim Consolidated Financial statements should be read in conjunction with the Company's annual audited financial statements as of December 31, 2023, and for the year then ended and accompanying notes (hereinafter: "Annual Audited Consolidated Financial Statements").

Accounting principles used in the preparation of the Interim Consolidated Financial Statements are consistent with those principles used in the preparation of the latest Annual Audited Consolidated Financial Statements of the Company.

All significant accounting policies have been applied consistently with the Annual Audited Consolidated Financial Statements.

  • 12-