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Universal Digital Inc. — Management Reports 2025
Aug 30, 2025
48276_rns_2025-08-29_2ff316b0-2ee0-482d-9c8c-625c6f25aaad.pdf
Management Reports
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Universal Digital Inc. (Formerly Minas Metals Ltd.)
Management Discussion and Analysis
For the Three Months Ended
April 30, 2025, and 2024
This management's discussion and analysis ("MD&A") is management's interpretation of the financial condition and results of operations of Universal Digital Inc. (formerly Minas Metals Ltd.), (the "Company" or "Universal Digital") for the three months ended April 30, 2025, and 2024.
This MD&A should be read in conjunction with the restated condensed consolidated interim financial statements for the three months ended April 30, 2025, and the restated audited financial statements for the year ended January 31, 2025, prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). This MD&A should also be read in conjunction with the Company's Annual Information Form ("AIF") filed on June 3, 2025 under the Company's profile on SEDAR+ at www.sedarplus.ca. This MD&A complements and supplements, but does not form part of, the Company's financial statements.
This MD&A contains forward-looking statements. Statements regarding the adequacy of cash resources to carry out the Company's operations or the need for future financing are forward-looking statements. All forward-looking statements, including those not specifically identified herein, are made subject to cautionary language included in this MD&A. Readers are advised to refer to the cautionary language when reading any forward-looking statements.
All dollar amounts contained herein are expressed in Canadian dollars unless otherwise indicated. This MD&A has been prepared as of August 29, 2025.
This MD&A includes disclosure relating to a restatement to the interim condensed consolidated financial statements for the quarter ended April 30, 2025. This MD&A also enhances disclosures of certain events after April 30, 2025 and provides corporate updates from the version filed on June 30, 2025. The restatement, updates and enhanced disclosures are reflected in the MD&A and summarised under the section "Summary of Changes to MD&A".
BUSINESS OVERVIEW
Universal Digital Inc. ("Universal Digital" or the "Company") is an investment company focused on digital assets, businesses, and private and publicly listed entities that are involved in high-growth industries, with a particular focus on blockchain, cryptocurrencies and cryptocurrency technologies. The Company is incorporated under the Business Corporations Act (British Columbia) and trades on the Canadian Securities Exchange ("CSE") under the symbol LFG. Universal Digital's registered and head office is located at 15th Floor, 1111 West Hastings Street, Vancouver, British Columbia.
The Company was incorporated pursuant to the Business Corporations Act (British Columbia) on March 7, 2018 under the name "Crane Capital Corp." On March 3, 2021, the Company changed its name to "Lode Metals Corp." The Company filed a final prospectus on March 22, 2022 and began trading on the CSE under the symbol "LODE" on April 5, 2022. On October 17, 2023, the Company changed its name to "Minas Metals Ltd." and commenced trading on the CSE under the symbol "MINA". On January 24, 2025, the Company's shares were halted from trading, pending CSE review and approval of a proposed Change of Business. On April 29, 2025, the Change of Business was formally approved by the CSE and on April 30, 2025, the Company's shares resumed trading under the new name Universal Digital Inc. and under the symbol LFG. The Change in Business from a junior mining company to an investment company marked the Company's exit from the mineral exploration sector, and as of the date of this MD&A, the Company does not hold any interests in mineral properties.
Since January 31, 2025, and up to the date of this MD&A, the Company has completed several material transactions that reflect a change in its business activities. On April 30, 2025, the Company formally completed a Change of Business under the policies of the Canadian Securities Exchange, transitioning to an investment issuer focused on digital assets. In connection with this transition, the Company:
(i) acquired cryptocurrencies through share-based transactions with arm's length vendors;
(ii) acquired a 19% interest in Geometric Galaxy Ltd. ("GGL"), and subsequently completed the acquisition of the remaining 81%, resulting in full ownership;
(iii) disposed of all remaining mineral property interests and related corporate entities; and
(iv) undertook additional initiatives, including a private placement financing, the launch of a Bitcoin treasury allocation strategy, and the pursuit of an OTCQB quotation in the United States.
The current quarter reflects one-time gains related to the disposal of legacy assets, increased professional fees to complete the transition, and early implementation of the Company's treasury and growth strategies. Further details on each of these developments are provided in the sections that follow.
On June 3, 2025, the Company filed a voluntary AIF for the year ended January 31, 2025. The AIF is available under the Company's profile on SEDAR+ at www.sedarplus.ca. As a result of filing the AIF, the Company is required to have its interim financial statements reviewed by its auditor.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This MD&A includes "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities legislation. All statements included in this MD&A, other than statements of historical fact, are forward-looking statements. When used in this MD&A, words such as "may", "would", "could", "will", "intend", "expect", "believe", "plan", "anticipate", "estimate", "scheduled", "forecast", "predict", "foresee" and other similar terminology, or sentences/statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved are intended to identify forward-looking statements, which, by their very nature, are not guarantees of the Company's future operational or financial performance.
Forward-looking statements in this MD&A may include, but are not limited to: the Company's ability to execute its digital asset and equity investment strategy; the valuation and liquidity of digital assets held; developments in the digital asset and financial technology sectors; changes to applicable securities, financial, or digital asset regulations; access to capital and financing; volatility in cryptocurrency markets; and the Company's ability to attract and retain qualified personnel and service providers. In making such statements, the Company has made assumptions regarding, among other things: general business and economic conditions; the continued development and acceptance of blockchain technologies and digital assets; the functionality and availability of digital asset exchanges and custodians; the regulatory environment for digital assets in Canada and abroad; the Company's ability to access financing on reasonable terms; and the availability of qualified personnel, advisors, and technology service providers.
Although the forward-looking statements or information contained in this MD&A are based upon what management of the Company believes are reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. They should not be read as guarantees of future performance or results. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to: the factors discussed below and under "Risks and Uncertainties"; the execution and performance of the Company's Bitcoin treasury strategy; the Company's ability to invest in, and generate returns from, exchange-traded funds (ETFs) and other digital asset-linked products, and the timing and outcome of any regulatory approvals related to the proposed exchange-traded funds or related digital asset products; the adoption and commercial performance of the BullWave platform, including the acquisition and retention of customers; unanticipated changes in general business and economic conditions or conditions in the financial markets; changes in digital asset valuations; regulatory changes affecting digital asset trading or custody; cybersecurity risks; stock market volatility; the availability of capital and financing generally; changes in national and local government legislation; changes to taxation; changes in interest or currency exchange rates; loss of key personnel; inaccurate assumptions; competition; unavailability or failure of technology platforms, service providers or infrastructure; government action or delays in regulatory approvals; and unanticipated events related to global financial markets, digital infrastructure, or macroeconomic instability, including the impact of pandemics or geopolitical events.
Forward-looking information is designed to help readers understand management's current views of the Company's near and longer-term prospects, and it may not be appropriate for other purposes. The Company will not update any forward-looking statements or forward-looking information unless required to by applicable securities laws.
STRATEGIC DEVELOPMENTS
The following key strategic developments occurred between January 31, 2025, and the date of this MD&A, reflecting the Company's transition into a digital asset-focused investment entity:
Cryptocurrencies acquisition (Enhanced Disclosure)
On January 23, 2025, the Company entered into two definitive agreements (the "Cryptocurrency Acquisition Agreements") with KZ Labs Limited and Soul Capital Limited, both arm's length parties, to acquire a portfolio of digital currencies with an approximate market value of US$2,000,000 at the date of the agreement. These transactions formed a key component of the Company's strategic transition into a digital asset-focused investment issuer. The Company had been actively exploring new opportunities during the Company's fourth quarter of its 2025 financial year and began negotiations with the digital currency vendors in January 2025.
Under the terms of these agreements:
- The Company agreed to acquire an aggregate of 5,277.60 Solana (SOL), 335,568.10 Cardano (ADA), and 339,248.61 ai16z (AI16Z) tokens in exchange for the issuance of 13,500,000 common shares.
- The agreed share issuance price was $0.215 per share, implying a notional consideration value of $2,902,500 for the digital assets.
Although the Cryptocurrency Acquisition Agreements were executed on January 23, 2025, the issuance of shares and transfer of digital currencies were deferred pending approval from the Canadian Securities Exchange ("CSE"), which was a condition precedent to closing under each agreement. The transactions were fully disclosed in the Company's Listing Statement, and the assets were recognised in the Company's financial statements as of April 25, 2025, in accordance with IFRS, being the date control transferred and consideration was issued.
The 13,500,000 common shares issued to purchase the digital currencies (classified as intangible assets) was considered a share-based payment, as defined in IFRS 2: Share Based Payment, paragraph 5. IFRS 2: Share Based Payment, paragraph 10 states that for equity-settled share-based payment transactions, the entity shall measure the goods or services received, and the corresponding increase in equity, directly, at the fair value of the goods or services received, unless that fair value cannot be estimated reliably. The goods received are the digital currencies acquired, which were all traded on active markets and have
quoted prices in those markets. The fair value of the digital currencies received could be measured reliably; therefore the Company recognized the fair value of the transaction at the fair value of the digital currencies on the date the shares were issued, which was $1,575,352 and not the notional value of $2,902,500 explained earlier. The difference is due to a decrease in the fair value of these cryptocurrencies from the date of executing the Cryptocurrency Acquisition Agreements (January 23, 2025) and the date of recognition (April 25, 2025).
During the three months ended April 30, 2025, the Company recognised an unrealised loss on digital currencies of $123,048 (April 30, 2024: $nil), resulting from price declines in certain tokens relative to their cost at the acquisition date of April 25, 2025. These losses were recognised in the Company's profit and loss statement. Conversely, unrealised revaluation gains of $15,983 (April 30, 2024: $nil) were recognised in other comprehensive income, reflecting price increases in other digital currencies over the same period. As at April 30, 2025, the carrying value of the digital currencies stood at $1,468,287.
These digital currencies were subsequently sold between June 12–21, 2025, for total proceeds of US$1,047,591 ($1,438,133 based on the June 20, 2025 Bank of Canada exchange rate), which were reinvested into 10.02935 Bitcoin. The disposition formed part of the Company's strategic pivot to a Bitcoin Treasury Strategy, announced publicly on June 16, 2025. Following an internal strategic review and evolving market considerations, the Company determined that a Bitcoin-centric approach would better serve its long-term objectives of capital preservation and alignment with institutional adoption trends. The Company views Bitcoin as the most liquid, institutionally recognized, and scarce digital currency, and the Company believed reallocating into Bitcoin would enhance both the long-term risk-adjusted return profile and the credibility of its digital currency strategy.
For additional details on the initial and subsequent accounting treatment of these digital assets, refer to the "Intangible Assets – Digital Currencies" section of this MD&A.
Disposition of Legacy Mining Interests (Enhanced Disclosure)
On March 28, 2025, the Company assigned its 100% membership interest in Elkhorn Gold Exploration LLC ("Elkhorn") to Mr. Kenneth Tullar, a former director of the Company. This assignment formed part of the Company's broader strategic restructuring and exit from its legacy mining activities in connection with its Change of Business to a digital asset investment issuer.
Nature and Background of the Assignment:
Elkhorn was a U.S.-incorporated subsidiary that had previously held interests in three mineral exploration projects: Iron Butte, Hope Butte, and Cracker Creek. By January 31, 2025:
- The Iron Butte and Hope Butte option agreements, originally assigned from the Company to Elkhorn, had been formally terminated by the property vendors due to Elkhorn's failure to meet required payment terms. The Company had fully impaired these projects by January 31, 2024.
- The Cracker Creek project remained under an active option agreement held by Elkhorn (assigned from 2262496 Alberta Ltd.), but despite significant efforts by the Company, it had been unsuccessful at finding a viable pathway to advance its option over the project. The Company had fully impaired the project by January 31, 2025.
In March 2025, in light of the Company's strategic shift toward a Change of Business in an unrelated sector, the Company concluded it was in its best interests to formally terminate and release the Cracker Creek agreement. Around the same time, Mr. Tullar expressed interest in assuming ownership of Elkhorn, and the Company determined that assigning the entity to him represented the most efficient means of exiting its non-operational U.S. mining subsidiary and executing the Change of Business.
The assignment allowed for the elimination of legacy liabilities, simplification of the corporate structure, and redeployment of resources toward the Company's new mandate as a digital asset investment issuer. Both the termination and release agreement of the Cracker Creek project and the assignment of Elkhorn were executed on March 28, 2025.
Consideration and Terms:
The Elkhorn assignment was completed without monetary consideration. Instead, the transaction was structured to facilitate the transfer of liabilities and divestmet of inactive operations. The terms were as follows:
- Mr. Tullar assumed all remaining assets and liabilities of Elkhorn primarily consisting of accrued payables and outstanding obligations under project option agreements;
- The Company retained US$21,392 of liabilities, which it agreed to settle directly, and
- The Company committed to advance US$5,000 toward reclamation costs for the Iron Butte project, which are expected to be reimbursed upon release of the associated environmental bond.
No shares or other forms of compensation were issued or received as part of the assignment. The transaction was considered a related party transaction, as Mr. Tullar was a director of one of the Company's subsidiaries at the date of the transaction. However, he held no management position or decision-making authority at the time of the assignment, and the transaction was approved by independent members of the Company's management and Board of Directors. The transaction was recorded in the Company's Interim Condensed Financial Statements for the 3 months ending April 30, 2025 as a related party transaction.
Accounting and Gain on Disposal:
The assignment resulted in the deconsolidation of Elkhorn under IFRS 10, Consolidated Financial Statements. At the time of disposal, Elkhorn held minimal assets and net liabilities of $585,676. After accounting for the $39,316 in liabilities retained by the Company, a gain on disposal of $546,360 was recognized in the Company's consolidated statement of loss and
comprehensive loss for the three months ended April 30, 2025.
Carrying amounts of Elkhorn at the disposal date:
| Assets | 28,880 |
|---|---|
| Liabilities | (614,556) |
| Net liabilities derecognised | $ 585,676 |
Gain recognised on disposal of subsidiary:
| Net liabilities derecognised | 585,676 |
|---|---|
| Obligations taken over | (39,316) |
| Gain on disposal of subsidiary | $ 546,360 |
The disposal generated a net investing cash inflow of $283, consisting of release of a bank overdraft; no cash consideration was received.
For further details, refer to the "Disposal of Subsidiary" section of this MD&A.
Acquisition of 19% of Geometric Galaxy Ltd (Restated and Enhanced Disclosure)
On April 4, 2025, the Company entered into a share exchange agreement to acquire a 19% equity interest in Geometric Galaxy Ltd. ("GGL"), a BVI-incorporated company that owns and operates BullWave, a SaaS-based crypto analytics platform. The transaction closed on April 25, 2025, and was completed through the issuance of 7,953,489 common shares.
At the time of negotiation, the Company's shares were subject to a trading halt pending Canadian Securities Exchange approval of its Change of Business, and accordingly no active market price was available. To facilitate negotiations with the vendors, the Company applied an implied share price of $0.215, consistent with the price agreed in January 2025 for its cryptocurrency acquisitions. On this basis, the Company established a notional enterprise valuation of approximately $9,000,000 for GGL. This $0.215 benchmark reflected the arm's-length negotiated, strategic value used to structure the transaction but did not represent the fair value of the shares issued for IFRS measurement purposes.
In the interim condensed consolidated financial statements for the three months ended April 30, 2025 filed on June 30, 2025, the Company recognized its 19% equity interest in GGL at $928,114, measured by reference to an implied share price of approximately $0.1167 per common share issued. This share price was derived from the concurrent share-for-digital-assets transaction completed on April 25, 2025.
Following further analysis, management determined that using the concurrent digital-asset transaction to infer the fair value of the Company's shares issued to the GGL vendors did not result in the most representative measure of fair value at the transaction date for purposes of IAS 28, Investments in Associates and Joint Ventures and IFRS 13, Fair Value Measurement. In particular, in light of the trading halt in the Company's shares on April 25, 2025, and IFRS 13 paragraph B38 (which requires further analysis when market activity has significantly decreased and cautions that quoted or inferred prices may be stale or not representative), management concluded that a measurement maximizing market-corroborated inputs at the acquisition date should be applied instead of the concurrent digital-asset proxy used originally.
Accordingly, the Company, in line with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors has restated the initial measurement of the investment in GGL to reflect a per-share fair value of $0.344 at April 25, 2025. This amount was determined with reference to (i) the CSE re-opening price of $0.42 on April 30, 2025 as the closest observable market input following the halt and (ii) an 18% discount for lack of marketability ("DLOM") for the four-months-plus-one-day statutory hold applicable to the vendor shares, derived from option-pricing models (Finnerty/Chaffe) and corroborated by restricted-stock market evidence. The restatement is applied retrospectively to the April 30, 2025 reporting period.
The restatement affects only the consolidated statement of financial position and consolidated statement of changes in equity as at April 30, 2025. There is no effect on profit or loss, total comprehensive loss, basic and diluted loss per share, or the consolidated statement of cash flows for the three-month period, because the consideration was paid in shares and the correction changes only the fair-value measurement of the non-cash consideration and corresponding equity.
The quantitative impact of the restatement to the opening balances at January 31, 2025 and from the restatement to the fair value of the Investment in associate to the interim condensed consolidated statement of financial position and the interim condensed consolidated statement of changes in equity at April 30, 2025 are as follows:
| As previously reported | Adjustment to Opening Balance | Adjustment for Fair Value of Associate | Restated | |
|---|---|---|---|---|
| Investment in Associate | $ 928,086 | $ - | $ 1,807,886 | $ 2,735,972 |
| Share capital | $ 9,598,976 | $ 300,000 | $ 1,807,886 | $ 11,706,872 |
Accumulated Deficit $ (8,022,602) $ (300,000) $ - $ (8,322,602)
At the time of the first 19% shareholding negotiations, GGL had incurred approximately US$685,000 of unaudited historic arm's length research and development costs in the BullWave platform. GGL's research and development costs had been expensed as they did not meet the IFRS recognition criteria of an intangible asset per IAS38: Intangible Assets. GGL's total unaudited assets at the time of negotiation was approximately US$196,000 and GGL had a small unaudited negative shareholder equity position.
Key considerations supporting the Company's $9m valuation of GGL at the time of negotiation included:
- BullWave's strategic fit with the Company's long-term business model as a digital asset investment issuer, providing in-house tools for treasury oversight, market intelligence, and risk management;
- The platform's early-stage recurring revenue and path to near-term cash flow break-even;
- The technology's extensibility into future product areas, including AI-enhanced tools, and potential institutional partnerships;
- A discounted cash flow model prepared by management, incorporating conservative growth and customer acquisition assumptions with an appropriate risk-adjusted discount rate;
- The opportunity to integrate GGL's technical team and infrastructure to accelerate product and business development in key strategic markets, especially Asia.
Refer to the "Investment in Associate" section of this MD&A for additional information.
Acquisition of remaining 81% of Geometric Galaxy Ltd
On May 13, 2025, the Company entered into an agreement to acquire the remaining 81% equity interest of GGL in exchange for the issuance of 20,828,572 common shares. As such, the Company now holds 100% ownership of GGL. At the date of this MD&A, the initial purchase-price allocation (PPA) is still in progress. The Company expects to finalise the PPA within twelve months of the acquisition date, in accordance with IFRS 3, Business Combinations.
Debt Deferral and Capital Raise
On April 10, 2025, a creditor of the Company agreed to defer repayment of an amount owing of $254,532 for a period of 15 months to July 10, 2026. The debt may be settled, at the Company's option, through the issuance of common shares in a future equity financing completed prior to the expiry of the deferral period. If settled in shares, the number of shares to be issued will be based on the price per share in the applicable financing. The amount owing bears no interest. This debt is classified as a non-current loan payable at April 30, 2025, in the condensed consolidated interim financial statements for the three months ended April 30, 2025.
On May 29, 2025, the Company closed an oversubscribed non-brokered private placement of 3,200,000 common shares at $0.50 per share, raising gross proceeds of $1,600,000. The use of these funds is for general working capital purposes.
Exchange-Traded Funds
On May 21, 2025, the Company entered into a partnership with LongPoint Asset Management Inc. to develop and launch two new leveraged exchange-traded funds (ETFs) in Canada. The proposed ETFs — LFG Daily (2X) COIN Long ETF ("COIU") and LFG Daily (2X) MSTR Long ETF ("MSTU") — are designed to provide twice the daily performance of Coinbase Global Inc. and MicroStrategy Inc., respectively. A preliminary prospectus for these ETFs was filed on May 22, 2025, and they were listed on the Toronto Stock Exchange on July 2, 2025 under tickers COIU and MSTU. Pursuant to the agreement, the Company paid an upfront fee of $200,000 to LongPoint related to the establishment of the first two ETFs.
On August 12, 2025, in partnership with LongPoint, a preliminary prospectus for two new ETFs was filed. The proposed LFG Daily (-2X) COIN Short ETF ("COID ETF") will seek to deliver two times the inverse (-2x) of the daily performance of Coinbase Global Inc. (Nasdaq: COIN), while the proposed LFG Daily (-2X) MSTR Short ETF ("MSTZ ETF") will seek to deliver two times the inverse (-2x) of the daily performance of MicroStrategy Inc. (Nasdaq: MSTR).
The Company expects the COID ETF to be listed under the ticker symbol "COID" and the MSTZ ETF to be listed under the ticker symbol "MSTZ". Both ETFs are expected to be listed and traded in Canadian dollars and intended to be listed on the Toronto Stock Exchange, subject to regulatory approval. The Company paid an upfront fee of $100,000 to LongPoint related to the establishment of these two ETFs.
Marketing Agreements
On June 2, 2025, the Company entered into a digital marketing consulting agreement with SnowBridge Limited ("SnowBridge"), a marketing consultancy company. Pursuant to the agreement, SnowBridge has been retained to deliver digital marketing and investor awareness services. SnowBridge has no prior relationship with the Company and does not hold any securities of the Company. The agreement provides for a maximum marketing budget of up to C$500,000, with all services and expenditures subject to the Company's prior approval. No securities, options, or other equity-based compensation have been or will be granted in connection with this engagement. The consulting agreement is dated June 2, 2025, and the online marketing and awareness services began on that date. The agreement has no fixed termination date, and services may be terminated by the Company without notice. To the date of this MD&A, $123,086 has been paid to SnowBridge.
On August 7, 2025, the Company entered into a marketing agreement with Has Innovations Trading L.L.C. ("Has Innovations") for strategic marketing and brand visibility services from August 7, 2025 to November 7, 2025, with an option to extend by mutual agreement. As consideration for the services, the Company agreed to pay US$200,000 in cash in advance. No securities or equity-based compensation were granted in connection with this agreement; Has Innovations is at arm's length to the Company and will not provide market making services.
Shareholder Lock-Ups
On June 10, 2025, the Company announced that certain shareholders of the Company had entered into voluntary share lock-ups with respect to an aggregate of 11,461,000 common shares of the Company. Under the terms of the voluntary lock-up agreements, the restricted shares are subject to staged releases over a 12-month period commencing on July 31, 2025. The release schedule is as follows:
| Release Date | % of Shares Released | Shares Released |
|---|---|---|
| July 31, 2025 | 15% | 1,719,150 |
| October 31, 2025 | 15% | 1,719,150 |
| January 31, 2026 | 25% | 2,865,250 |
| April 30, 2026 | 25% | 2,865,250 |
| July 31, 2026 | 20% | 2,292,200 |
On August 26, 2025, the Company announced that certain shareholders of the Company had extended the staged release schedule applicable to an aggregate of 31,867,430 voluntarily locked-up common shares. The release schedule is as follows:
| Original Release Date | Extended Release Date | % of Shares Released | Shares Released |
|---|---|---|---|
| July 31, 2025 | December 31, 2025 | 15% | 4,780,115 |
| October 31, 2025 | March 31, 2026 | 15% | 4,780,115 |
| January 31, 2026 | June 30, 2026 | 25% | 7,966,857 |
| April 30, 2026 | September 30, 2026 | 25% | 7,966,857 |
| July 31, 2026 | December 31, 2026 | 20% | 6,373,486 |
US Capital Markets Strategy
On June 12, 2025, the Company announced that it had entered into a capital markets advisory engagement with Joseph Gunnar & Co., LLC ("Joseph Gunnar"), a U.S.-based investment bank, to support the Company's U.S. capital markets strategy and to assist in pursuing a quotation of its common shares on the OTCQB Venture Market ("OTCQB") in the United States. Under the terms of the engagement, Joseph Gunnar will act as a non-exclusive capital markets advisor to the Company for an initial six-month period, during which it will provide support for regulatory filings, investor roadshows, application preparation, and other strategic services related to the OTCQB listing process as well as DTC Eligibility. The engagement also includes the opportunity for Joseph Gunnar to participate in future financing and marketing initiatives. The OTCQB is a U.S. trading platform operated by OTC Markets Group for early-stage and developing companies that are current in their reporting and undergo annual verification and management certification..
On August 12, 2025, the Company's common shares commenced trading on the OTCQB® Venture Market in the United States under the symbol "LFGMF." The Company's common shares continue to trade on the Canadian Securities Exchange under the symbol "LFG."
Bitcoin Treasury Strategy:
On June 16, 2025, the Company announced the launch of its Bitcoin Treasury Strategy, which will form a core pillar of the Company's capital allocation framework. As an initial step, between June 12, 2025 and June 21, 2025, the Company sold its 5,277.60 Solana tokens, 335,568.10 Cardano tokens and 339,248.61 ai16z tokens for total proceeds of US$1,047,591. The proceeds were used to acquire 10.02935 Bitcoin at an average price of US$104,452.56 per Bitcoin. The goal of this strategy is to enhance long-term net asset value and align the Company with global trends in institutional digital asset adoption. The Company views Bitcoin as a complementary reserve asset and will implement the strategy in a phased, transparent manner..
As part of this initiative, the Company plans to collaborate with publicly-listed companies across Asia to implement Bitcoin treasury models, leveraging the region's growing institutional and retail interest in digital assets and its increasing openness to blockchain-based financial innovation. In furtherance of this regional focus, on June 12, 2025, the Company entered into a non-binding Memorandum of Understanding ("MOU") with GFA Co., Ltd. ("GFA"), a Tokyo Stock Exchange-listed diversified financial and technology group (TSE: 8783). The MOU sets out a partnership framework for jointly advancing Bitcoin-based corporate finance models in Japan.
Under the MOU, the companies will jointly explore:
- Introducing Bitcoin reserve models to Japanese listed companies;
- Structuring capital raising tools such as warrants and market-based offerings to fund Bitcoin acquisitions; and
- Enhancing governance, investor relations, and custody frameworks for digital assets.
The MOU also sets the stage for broader collaboration in Japan's digital economy, including joint investments in public
companies, the development of blockchain-based corporate structures, initiatives that connect Bitcoin adoption with cultural IP and Web3-driven consumer ecosystems. The MOU was entered on an arm's length basis and there are no related party interests between the Company and GFA.
MANAGEMENT AND BOARD CHANGES
The Company made several changes to its management and board from January 31, 2025 to the date of this MD&A:
- Jon Bey resigned as Chief Executive Officer on March 13, 2025, and as a director on May 5, 2025.
- Thomas Lewis and Kenneth Tullar resigned as directors on March 13, 2025.
- Timothy Chan was appointed as Chief Executive Officer and director on March 13, 2025.
- Peter Rhodes was appointed as Chief Financial Officer on March 13, 2025.
- Joshua Mann was appointed as a director on March 13, 2025.
- Blair Jordan resigned as a director on May 5, 2025.
- Christian Kaczmarczyk was appointed as a director on May 5, 2025.
- Christopher Yeung was appointed as Chief Investment Officer and a director on May 7, 2025.
- Timothy Chan resigned as Chief Executive Officer on August 7, 2025.
- Christopher Yeung was appointed as Chief Executive Officer on August 7, 2025 and continues as Chief Investment Officer concurrently.
The Audit Committee of the Company at the date of the MD&A is Joshua Mann (Chair), Christian Kaczmarczyk and Christopher Yeung.
The Investment Committee of the Company at the date of the MD&A is Christian Kaczmarczyk (Chair), Joshua Mann and Christopher Yeung.
LIQUIDITY AND GOING CONCERN
The Company's condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and will be able to realise its assets and settle its liabilities in the normal course of business. At April 30, 2025, the Company had cash of $240,055 and its current assets exceed its current liabilities by $1,358,102. At April 30, 2025 the Company had no active business and was not generating any revenues. It has incurred losses since inception and had an accumulated deficit of $8,322,602 as at April 30, 2025. Whether and when the Company can obtain profitability and positive cash flows from operations is uncertain. These uncertainties may cast significant doubt on the ability of the Company to continue as a going concern.
The Company's ability to continue its operations is dependent on its success in raising equity through share issuances, suitable debt financing, and/or other arrangements. While the Company has raised capital in the past, there can be no assurance it will be able to do so in the future. Many factors influence this ability, including market conditions, investor sentiment, and the Company's performance history. Actual funding requirements may also vary due to changes in strategic direction or the timing of investment opportunities. There is no guarantee the Company will be able to secure additional financing on favourable terms, or at all. The condensed consolidated interim financial statements presented with this MD&A do not give effect to the required adjustments to the carrying amounts and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.
Key liquidity developments to the Company from January 31, 2025 to the date of the MD&A include:
- the March 28, 2025 disposal of Elkhorn and associated derecognition of net liabilities of $585,676 offset by the obligations retained by the Company totalling $39,316;
- the April 10, 2025 debt deferral of $254,532; and
- the May 29, 2025 non-brokered private placement raising $1,600,000.
FINANCIAL REVIEW
Investment In Associate (Restated)
On April 25, 2025, the Company acquired a 19% equity interest in GGL. The consideration paid for the acquisition was 7,953,489 ordinary shares of the Company issued with a fair value of $0.344 a share totalling $2,736,000.
The Company has determined it has significant influence over GGL, as defined by IAS 28, Investments in Associates and Joint Ventures. GGL is thus classified as an associate and accounted for using the equity method.
The initial recognition and subsequent movements of the investment in associate are as follows.
| January 31, 2025 | $ | - |
|---|---|---|
| Cost of investment | 2,736,000 | |
| Share of loss of associate | (28) | |
| April 30, 2025 | $ | 2,735,972 |
No dividends were received from GGL during the period. Management has identified no indicators of impairment at April 30, 2025.
The Company completed the acquisition of the remaining 81% of GGL on June 3, 2025. The purchase price allocation for the acquisition is currently underway and will be completed within 12 months of the acquisition date, in accordance with IFRS 3, Business Combinations. The acquisition of the remaining 81% interest in GGL constitutes a significant acquisition under applicable securities regulations, and the Company filed a Business Acquisition Report ("BAR") on August 15, 2025.
Intangible Assets – Digital Currencies
On April 25, 2025, the Company issued 13,500,000 common shares to acquire a diversified portfolio of digital currencies. The acquisition cost was measured at the quoted fair value of the digital currencies received, totaling $1,575,352. The unrealised revaluation losses arising between the acquisition date and the reporting date totaling $123,048 were recognised in profit or loss, while the unrealised revaluation gains of $15,983 were recognised in revaluation surplus.
The initial recognition and subsequent movements of the digital currencies are as follows.
| January 31, 2025 | $ | - |
|---|---|---|
| Acquisition cost of digital currencies | 1,575,352 | |
| Unrealised revaluation loss on digital currencies | (123,048) | |
| Unrealised revaluation gain on digital currencies | 15,983 | |
| April 30, 2025 | $ | 1,468,287 |
No impairment indicators were identified as at April 30, 2025.
Between June 12, 2025 and June 21, 2025, the Company sold its 5,277.60 Solana tokens, 335,568.10 Cardano tokens and 339,248.61 ai16z tokens for total proceeds of US$1,047,591. The proceeds were used to acquire 10.02935 Bitcoin at an average price of US$104,452.56 per Bitcoin.
Exploration And Evaluation Asset
At January 31, 2025, all exploration and evaluation assets had been fully impaired. At April 30, 2025, the Company has no rights to (or interests in) any exploration and evaluation assets. The Company retains an obligation of $127,272 (US$95,000) to issue shares under option agreements
Disposal Of Subsidiary
On March 28, 2025, the Company assigned its 100% membership interest in Elkhorn to a former director. As part of the transaction, the Company assumed liabilities of US$21,392 and committed to fund US$5,000 toward reclamation work related to the Iron Butte Exploration Project. Effective from the date of assignment, Elkhorn was deconsolidated from the Company's financial statements, and a gain on disposal of $546,360 was recognised in the three months ended April 30, 2025.
Carrying amounts of Elkhorn at the disposal date:
| Assets | 28,880 | |
|---|---|---|
| Liabilities | (614,556) | |
| Net liabilities derecognised | $ | 585,676 |
Gain recognised on disposal of subsidiary:
| Net liabilities derecognised | 585,676 |
|---|---|
| Obligations taken over | (39,316) |
| Gain on disposal of subsidiary | $ 546,360 |
The disposal generated a net investing cash inflow of $283, consisting of release of a bank overdraft; no cash consideration was received.
Accounts Payable, Accruals and Loans Payable
As at January 31, 2025, the Company reported accounts payable and accrued liabilities of $1,010,828, which decreased to $386,340 as at April 30, 2025. This $624,488 reduction was primarily due to the disposition of Elkhorn Gold Exploration LLC in March 2025, which resulted in the derecognition of approximately $585,676 in net liabilities (offset by the obligations retained by the Company totalling $39,316, and the deferral of $254,532 under a creditor agreement executed in April 2025, which reclassified the amount as a long-term liability. The remaining balance at April 30, 2025, reflects a combination of settlements of prior obligations and new accruals incurred during the quarter. These changes reflect the Company's ongoing restructuring and transition away from mineral exploration activities and reflect its efforts to manage working capital in alignment with its evolving strategic focus on digital asset investments.
Contingent Liability - Legal Claim by PGV Patriot Gold Vault Ltd.
On April 24, 2025, a civil claim was filed in the Supreme Court of British Columbia by PGV Patriot Gold Vault Ltd. against the Company and Mr. Jon Bey (a former CEO of the Company). The claim alleges that the Company (called Minas Metals Ltd at the time) and Mr. Bey made misrepresentations concerning the existence and validity of an option agreement over a U.S.-based gold mining project known as the Cracker Creek Project. The plaintiff seeks the return of a US$250,000 non-refundable deposit paid under a term sheet, general and punitive damages and other relief. The Company disputes the allegations and intends to contest the claim.
Results of Operations for the Three Months Ended April 30, 2025 and 2024
The Company incurred a net and comprehensive loss of $38,113 for the three months ended April 30, 2025, compared to $196,295 for the three months ended April 30, 2024.
| Three months ended April 30, 2025 | Three months ended April 30, 2024 | |
|---|---|---|
| EXPENSES | ||
| Consulting fees | $ 41,232 | $ - |
| Foreign exchange (gain) or loss | (6,577) | 21,440 |
| General and administrative costs | 36,014 | 48,147 |
| Management fees | 9,750 | 63,000 |
| Marketing fees | - | 29,899 |
| Professional fees | 257,834 | 4,475 |
| Stock-based compensation | 107,446 | 24,952 |
| Transfer agent, regulatory and listing fees | 31,681 | 4,382 |
| Unrealised loss on digital currencies | 123,048 | - |
| Loss from associate | 28 | - |
| 600,456 | 196,295 | |
| OTHER INCOME | ||
| Gain on disposal of subsidiary | (546,360) | - |
| NET LOSS | $ 54,096 | $ 196,295 |
| OTHER COMPREHENSIVE INCOME | ||
| Revaluation gain on digital currencies | (15,983) | - |
| COMPREHENSIVE LOSS | $ 38,113 | $ 196,295 |
The primary reasons for the reduction in comprehensive loss for the three months ended April 30, 2025, compared to the three months ended April 30, 2024 are as follows:
The Company recognised professional fees of $257,834 in the three months ended April 30, 2025 (April 30, 2024: $4,475), which was driven predominantly from legal costs incurred through the Change in Business, the initial 19% acquisition of GGL and the assignment of Elkhorn.
During the three months ended April 30, 2025, the Company recognised stock-based compensation expense of $107,446 (April 30, 2024: $24,952), consisting of $71,250 related to the immediate vesting of 250,000 RSUs granted to former directors on March 13, 2025, and $36,196 attributable to the pro-rata vesting of 700,000 RSUs granted to current directors and officers on March 13, 2025.
During the three months ended April 30, 2025, the Company recognised an unrealised loss on digital currencies of $123,048 (April 30, 2024: $nil), resulting from price declines in certain tokens relative to their cost at the acquisition date of April 25, 2025. These losses were recognised in profit and loss. Conversely, unrealised revaluation gains of $15,983 (April 30, 2024: $nil) were recognised in other comprehensive income, reflecting price increases in other digital currencies over the same period.
During the three months ended April 30, 2025, the Company recognised a gain on disposal of a subsidiary of $546,360 (April 30, 2024: $nil), resulting from the assignment of its 100% membership interest in Elkhorn. Upon assignment, Elkhorn was deconsolidated from the Company's financial statements. Refer to the "Disposal of Subsidiary" section of this MD&A for additional details.
General and Administrative Expenses:
For the 3 months ending April 30, 2025, the Company incurred general and administrative costs of $36,014 (3 months ending April 30, 2024: $48,147). The primary components of these expenses are $32,017 for accounting and corporate secretarial support services and $2,840 for Directors and Officers ("D&O") insurance. The 3 months ending April 30, 2024 included accounting and corporate secretarial support services of $38,692 and $2,975 for D&O insurance and $2,466 of interest expense on loans payable.
| Expense Category | 3 Months ending
30 April 2025 | 3 Months ending
30 April 2024 |
| --- | --- | --- |
| Accounting and Corporate Secretarial Support | 32,017 | 38,692 |
| Directors and Officers Insurance | 2,840 | 2,975 |
| Interest Expense on Loans Payable | 0 | 2,466 |
| Other General and Administrative Expenses | 1,157 | 4,014 |
| Total | 36,014 | 48,147 |
Summary of Historic Quarterly Results
The following table provides a summary of financial data for the Company for the previous eight quarters:
| | Quarter ended | Revenue | Loss before other
income and
expenses | Total
comprehensive loss | Basic and diluted
income (loss) per
common share |
| --- | --- | --- | --- | --- | --- |
| Q1/26 | April 30, 2025 | $ - | $ (600,456) | $ (38,113) | $ (0.00) |
| Q4/25 | January 31, 2025 | $ - | $ (458,827) | $ (458,827) | $ (0.04) |
| Q3/25 | October 31, 2024 | $ - | $ (118,266) | $ (118,266) | $ (0.02) |
| Q2/25 | July 31, 2024 | $ - | $ (1,144,700) | $ (1,144,700) | $ (0.17) |
| Q1/25 | April 30, 2024 | $ - | $ (196,295) | $ (196,295) | $ (0.03) |
| Q4/24 | January 31, 2024 | $ - | $ (3,346,798) | $ (3,346,798) | $ (0.53) |
| Q3/24 | October 31, 2023 | $ - | $ (460,705) | $ (460,705) | $ (0.01) |
| Q2/24 | July 31, 2023 | $ - | $ (292,304) | $ (292,304) | $ (0.01) |
In the three months ended April 30, 2025, the Company recorded a loss before other income and expenses of $600,456, primarily driven by $257,834 in professional fees related to the Change of Business, the acquisition of a 19% interest in GGL, and the assignment of Elkhorn. Additionally, stock-based compensation of $107,446 was recognised, due to the vesting of RSUs granted to former and current directors. The Company also recorded an unrealised loss of $123,048 on digital currencies. Offsetting this loss, the Company recognised a gain of $546,360 on the disposal of its Elkhorn subsidiary under other income and unrealised revaluation gains of $15,983 were recognised in other comprehensive income. As a result, total comprehensive loss was $38,113.
In the three months ended January 31, 2025, the Company recorded a total comprehensive loss of $458,827, which was equal to the loss before other income and expenses. The loss was primarily caused by professional fees of $98,677, related to the Company's capital raise, debt restructuring, transition out of mineral exploration and preparations for its Change of Business. Other notable expenses include general and administrative costs of $30,200, management fees of $31,000 and a loss on debt settlement of $300,000. A $25,402 recovery of mineral property costs was recognised during the quarter. No impairments or stock-based compensation were recorded during the period.
In the three months ended October 31, 2024, the Company recorded a total comprehensive loss of $118,266, which was equal to the loss before other income and expenses. The loss was primarily driven by general and administrative expenses of $42,614, management fees of $54,000, and professional fees of $9,909. Additional costs included foreign exchange losses of $6,903 and transfer agent and regulatory fees of $4,840. No stock-based compensation or consulting expenses were recorded during the period. The Company maintained a reduced operating profile during the quarter while continuing efforts to secure future financing.
In the three months ended July 31, 2024, the Company recorded a total comprehensive loss of $1,144,700, which was equal to the loss before other income and expenses. The loss was primarily driven by a $970,028 impairment expense relating to the Cracker Creek Gold Property. Additional costs included professional fees of $42,296, general and administrative expenses of $65,635, management fees of $45,000, and consulting fees of $10,283. No stock-based compensation was recorded during the quarter. The Company operated leanly while exploring financing opportunities during this quarter.
In the three months ended April 30, 2024, the Company recorded a total comprehensive loss of $196,295, which was equal to the loss before other income and expenses. The loss was primarily driven by management fees of $63,000, general and administrative expenses of $48,147, and stock-based compensation of $24,952. No impairments were recorded during the quarter.
In the three months ended January 31, 2024, the Company recorded a total comprehensive loss of $3,346,798, which was equal to the loss before other income and expenses. The loss was driven primarily by impairment charges totaling $3,034,927, relating to the Cracker Creek, Iron Butte, and Hope Butte mineral properties. Additional expenses included stock-based compensation of $162,826.
In the three months ended October 31, 2023, the Company recorded a total comprehensive loss of $460,705, which was equal to the loss before other income and expenses. This loss was primarily driven by stock-based compensation of $212,248, general and administrative expenses of $90,386, management fees of $54,000, and professional fees of $36,567. Additional costs included consulting fees of $35,497, a loss on debt settlement of $22,500, and transfer agent and regulatory fees of $6,048. The Company incurred significant stock-based compensation because of options vesting in the current period when compared to the prior period. General and administrative costs increased because of increased activity since listing.
In the three months ended July 31, 2023, the Company recorded a total comprehensive loss of $292,304, which was equal to the loss before other income and expenses. The loss was primarily due to stock-based compensation of $57,860, professional fees of $74,375, general and administrative expenses of $52,244, and management fees of $72,000. Operating expenses remained mostly consistent throughout comparative quarters as the Company has maintained its activity following the completion of its public listing in April, 2022. General and administrative costs increased because of increased activity since the completion of its public listing in April, 2022.
CASH FLOWS
- Cash used in operating activities for the three months ended April 30, 2025 was $175,790 (April 30, 2024: $3,561).
- Cash provided in investing activities for the three months ended April 30, 2025 was $283 (used in April 30, 2024: $3,491).
TRANSACTIONS WITH RELATED PARTIES
During the normal course of business, the Company enters into transactions with its related parties that are considered to be arm's length transactions and made at normal market prices and on normal commercial terms.
- The Company's related parties consist of its key management personnel, including its directors and officers.
- During the period ended April 30, 2025, the Company paid or accrued total consulting fees of $7,500 to Timothy Chan, a director and the former CEO (2024 - $nil) and $7,857 to Peter Rhodes, the current CFO (2024 - $nil).
- During the period ended April 30, 2025, the Company paid or accrued total fees of $nil to Sean McGrath, the former CFO and director, included in general and administrative costs (2024 - $15,000).
- During the period ended April 30, 2025, the Company incurred management fees of $9,750 to Jon Bey, a former CEO and director (2024 - $54,000).
- During the three months ended April 30, 2025, the Company recognised stock-based compensation related to the vesting of RSUs of $57,000 to Jon Bey, a former CEO and director (2024 - $19,194) and $14,250 to Blair Jordan, a former director (2024 - $nil). During the three months ended April 30, 2024, the Company also recognised stock-based compensation related to the vesting of RSUs of $5,758 to Sean McGrath, the former CFO and director.
- During the three months ended April 30, 2025, the Company recognised stock-based compensation related to the vesting of RSUs of $15,512 to Timothy Chan, a director and former CEO (2024 - $nil), $10,342 to Peter Rhodes, the current CFO (2024 - $nil) and $10,342 to Joshua Mann, a current director (2024 - $nil).
- During the three months ended April 30, 2025, the Company assigned its 100% Membership interest in Elkhorn to Kenneth Tullar, a former director of the Company. Refer to the "Disposal of Subsidiary" section of this MD&A for more information.
- As at April 30, 2025, the Company owed a total of $7,500 to Timothy Chan, a current director and the former CEO (January 31, 2025 - $nil).
On March 13, 2025, the Company entered into a consulting agreement with its former CEO, Timothy Chan, through TZCJC Ltd. (the "Consultant"). Under the agreement, the Consultant received a monthly consulting fee of $7,500 and was granted 300,000 RSUs, vesting over eight quarters in equal installments from the date of grant. Either party may terminate the agreement with 60 days' written notice.
On March 12, 2025, the Company entered into a consulting agreement with Peter Rhodes, the current CFO. Under the agreement, Peter Rhodes receives a monthly consulting fee of $5,000 and was granted 200,000 RSUs, vesting over eight quarters in equal installments from the date of grant. Either party may terminate the agreement with 60 days' written notice.
NEW ACCOUNTING STANDARDS AND ACCOUNTING STANDARDS NOT YET EFFECTIVE
The following new standards, amendments to standards and interpretations are effective for annual periods beginning on or after January 1, 2025, and have not been early adopted in preparing these consolidated financial statements. None of these are expected to have a material effect on the consolidated financial statements.
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IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, Presentation and disclosure in financial statements ("IFRS 18"), which replaces IAS 1, Presentation of financial statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented in three defined categories (operating, investing and financing), and by specifying certain defined totals and subtotals. Where company-specific measures related to income statement disclosure are provided ("management-defined performance measures"), IFRS 18 requires additional disclosure around those management-defined performance measures in the financial statements. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 does not affect the recognition and measurement of items in the financial statements, nor does it affect which items are classified in other comprehensive income and how these items are classified.
The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required and early application is permitted. The Company is currently assessing the effect of this new standard to its consolidated financial statements in future periods.
NEW ACCOUNTING POLICIES
The accounting policies applied in the condensed consolidated interim financial statements for the three months ended April 30, 2025 are consistent with those disclosed in the Company's audited financial statements for the year ended January 31, 2025, except for the adoption of certain new accounting policies following the Company's change in business activities from a junior mineral exploration company to an investment issuer.
In connection with the completion of its Change of Business, the Company reassessed the relevance of its previous accounting policies and adopted additional policies to reflect its new business model. These include policies related to the recognition and measurement of digital currencies, financial instruments, and investments in associates. A summary of the newly adopted accounting policies is provided below. Readers are encouraged to refer to the Company's interim condensed consolidated financial statements for further detail.
Investments in Associates
Investments in associates are accounted for using the equity method. An associate is an entity over which the Company has significant influence but not control or joint control. Significant influence is the power to participate in the financial and operating policy decisions of the investee. Investments in associates are initially recognised at cost and subsequently adjusted to reflect the Company's share of the investee's post-acquisition profit or loss and other comprehensive income. Distributions received reduce the carrying amount of the investment. The investment is tested for impairment whenever indicators of impairment exist.
Intangible Assets – Digital Currencies
Digital currencies are identifiable, non-monetary assets without physical substance and are classified as intangible assets in accordance with IAS 38. Digital currencies are initially recognised at fair value on the acquisition date. Subsequently, the Company applies the revaluation model. Revaluations are performed at each quarter-end using prices from the most active exchanges or regulated benchmark indices.
- Increases in fair value are recognised in other comprehensive income ("OCI") and accumulated in equity under revaluation surplus, unless reversing a prior loss recognised in profit or loss.
- Decreases in fair value are recognised in profit or loss unless offset by prior revaluation surpluses for the same asset.
- Foreign exchange components follow the same recognition logic—gains or losses in OCI if the asset is revalued through OCI, or in profit or loss otherwise.
Digital currencies are considered to have indefinite useful lives and are not amortised. They are tested for impairment at least quarterly. Derecognition occurs upon disposal, with any resulting gains or losses recognised in profit or loss. Revalued balances are translated to Canadian dollars using period-end exchange rates.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements which may affect the Company's current or future operations or conditions.
PROPOSED TRANSACTIONS
Other than matters already disclosed in this MD&A there are no other proposed transactions.
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13
FINANCIAL INSTRUMENTS AND RELATED RISKS
Classifications
The Company's financial assets and liabilities are classified as follows:
| April 30, 2025 | January 31, 2025 | |
|---|---|---|
| Financial assets: | ||
| Fair value through profit and loss | ||
| Cash | $ 240,055 | $ 415,562 |
| Financial liabilities: | ||
| Amortised cost | ||
| Accounts payable | $ 182,350 | $ 366,062 |
| Loans payable | $ 254,352 | $ - |
The fair values of the Company's accounts payable and loan payable approximate their carrying amounts due to the short-term nature of these instruments.
Financial instrument risk exposure
The Company's financial instruments expose the Company to certain financial risks, including credit risk, liquidity risk, interest rate risk and foreign currency risk.
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. At April 30, 2025, the Company was exposed to credit risk on its cash.
The Company's cash is held with a high credit quality financial institution as at April 30, 2024, management considers its exposure to credit risk to be low.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company manages this risk by maintaining sufficient cash reserves, carefully timing discretionary expenditures and where practicable, retaining the ability to liquidate market-traded digital currencies.
At April 30, 2025, the Company held:
- Cash: $240,055 (January 31, 2025 – $415,562)
- Market-traded digital currencies: $1,468,287 (January 31, 2025 - $Nil)
- Current liabilities: $386,340 (January 31, 2025 – $1,010,828)
If required, a portion of the Company's digital currencies can usually be converted to fiat within one business day without materially affecting market prices. Management assessed liquidity risk as low at April 30, 2025.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company's financial assets and financial liabilities are not exposed to interest rate risk due to their short-term nature and maturity. The Company is not exposed to interest rate risk at April 30, 2025.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that it has monetary assets and liabilities denominated in foreign currencies. As at April 30, 2025, management considers its exposure to foreign currency risk to be low.
RISKS AND UNCERTAINTIES
The Company's business is that of an investment issuer focused on digital assets, businesses, and private and publicly listed entities that are involved in high-growth industries, with a particular focus on blockchain, cryptocurrencies and cryptocurrency technologies and as a result it may be exposed to a number of operational, financial, regulatory and other risks and uncertainties that are typical in the digital asset and emerging technology investment sectors. The Company is subject to various risks that could impact its financial condition and performance. In the current quarter, the most significant risks include:
- Digital asset price volatility, which may materially impact the fair value of the Company's holdings and overall net asset value;
- Regulatory uncertainty, both in Canada and internationally, particularly as it relates to cryptocurrencies, digital trading platforms, and investment classifications; and
- Dependence on external financing, which may limit the Company's ability to execute its growth strategy or sustain
operations if market conditions deteriorate.
These risks may not be the only risks faced by the Company. Additional risks and uncertainties not presently known by the Company or which are presently considered immaterial could adversely impact the Company's business, results of operations, and financial performance in future periods. The Company encourages the reader of this report to refer to the Company's Annual Information Form filed under the Company's profile on SEDAR+ at www.sedarplus.ca on June 3, 2025 for a comprehensive discussion of risk factors relevant to its business model and investment activities.
OUTSTANDING SHARE CAPITAL DATA
Ordinary Shares
At the date of this MD&A, the Company has 70,174,006 common shares issued and outstanding. The Company has authorised an unlimited number of common shares without par value.
The following table summarises the changes in the number of common shares issued and outstanding from January 31, 2025, to the date of this MD&A:
| January 31, 2025 | 24,441,945 | |
|---|---|---|
| Vesting of RSUs | March 13, 2025 | 250,000 |
| Acquisition of 19% of GGL | April 25, 2025 | 7,953,489 |
| Acquisition of cryptocurrencies | April 25, 2025 | 13,500,000 |
| April 30, 2025 | 46,145,434 | |
| Non-brokered private placements | May 29, 2025 | 3,200,000 |
| Acquisition of 81% of GGL | June 2, 2025 | 20,828,572 |
| Shares issued at MD&A Date | 70,174,006 |
Restricted Share Units ("RSUs")
The following table summarises the changes in RSUs outstanding from January 31, 2025 to the date of this MD&A:
| January 31, 2025 | 69,298 | |
|---|---|---|
| Issue of RSUs to directors and officers | March 13, 2025 | 950,000 |
| Vesting of RSUs to directors | March 13, 2025 | (250,000) |
| Cancellation of RSUs to director | April 4, 2025 | (69,298) |
| April 30, 2025 | 700,000 | |
| Issue of RSUs to director | May 5, 2025 | 200,000 |
| Issue of RSUs to officer | May 7, 2025 | 500,000 |
| Issue of RSUs to advisor | July 17, 2025 | 75,000 |
| Issue of RSUs to director, officer and consultants | August 7, 2025 | 175,000 |
| RSUs in Issue at MD&A Date | 1,650,000 |
All RSUs vest in eight equal quarterly installments over a two-year period from the date of grant.
Stock Options
At the date of this MD&A, the Company has 245,250 stock options outstanding (April 30, 2025: 320,250). After April 30, 2025 and prior to the date of this MD&A, 275,000 stock options were cancelled in accordance with the terms of their respective agreements and 200,000 stock options were issued.
Warrants
At the date of this MD&A, the Company has no share purchase warrants outstanding (April 30, 2025: 545,000). On August 9, 2025, the 545,000 warrants expired.
SUMMARY OF CHANGES TO MD&A
This management's discussion and analysis replaces and updates the version filed on June 30, 2025. It reflects: (i) a correction to the initial measurement of the Company's 19% investment in Geometric Galaxy Ltd. as at April 25, 2025, (ii) the carry-forward into this interim period of the annual restatement for the December 20, 2024 debt settlement, and (iii) narrative clarifications and corporate updates to ensure the discussion is current. Unless noted otherwise, these changes are non-cash and do not change total assets, total liabilities, total equity or net cash flows.
15
Carry-forward of annual restatement — January 31, 2025 comparative statement of financial position
As disclosed in the Company's restated annual management's discussion and analysis, the December 20, 2024 debt settlement has been re-measured at $0.10 per share. The resulting $300,000 increase to share capital and $300,000 increase to accumulated deficit are carried into the opening balances for this interim period. There is no impact on cash flows.
Quantitative effect on opening balances (at January 31, 2025):
- Share capital: increase of $300,000
- Accumulated deficit: increase of $300,000
Restatement — Initial measurement of 19% GGL investment (April 25, 2025)
In the interim financial statements originally filed for the three months ended April 30, 2025, the 19% equity interest in Geometric Galaxy Ltd. was measured by reference to an implied per-share value derived from a concurrent share-for-digital-assets transaction. Following further analysis under the fair-value framework in International Financial Reporting Standards, management determined that this proxy was not the most representative measure at the acquisition date, given that the Company's shares were subject to a trading halt at that time. With reference to the Canadian Securities Exchange reopening price of $0.42 on April 30, 2025 (the closest observable input after the halt) and applying an eighteen per cent discount for lack of marketability for the statutory hold period, the Company determined a per-share fair value of $0.344 at April 25, 2025. This correction does not affect profit or loss, total comprehensive loss or cash flows for the three-month period.
Quantitative effect (as at April 30, 2025):
- Investment in associate: increase of $1,807,886
- Share capital: increase of $1,807,886
- In addition, the opening-balance adjustments from the annual debt-settlement restatement noted above are reflected (share capital increases by $300,000 and accumulated deficit increases by $300,000).
Enhanced disclosures (clarifications)
Share-for-asset transactions for digital currencies:
Clarified that the January 23, 2025 agreements to acquire digital currencies in exchange for shares were measured by reference to the fair value of the digital assets received on April 25, 2025 (the date the shares were issued and control transferred), with subsequent unrealised revaluation movements to April 30, 2025 presented and carrying values disclosed.
Exit from legacy mining interests:
Expanded the description of the March 28, 2025 assignment of Elkhorn Gold Exploration LLC (deconsolidation and recognition of a $546,360 gain) and the termination and release of the Cracker Creek option agreement, including limited obligations retained and their accounting.
Updates to make the MD&A current
The following developments after April 30, 2025 are included to ensure this management's discussion and analysis remains current:
Exchange-traded funds initiative:
In partnership with LongPoint Asset Management Inc., a preliminary prospectus was filed on May 22, 2025. The funds were listed on the Toronto Stock Exchange on July 2, 2025 under the tickers COIU and MSTU. A further preliminary prospectus for two new funds was filed on August 12, 2025.
United States quotation:
On August 12, 2025, the Company's common shares commenced quotation on the OTCQB Venture Market in the United States under the symbol "LFGMF."
Marketing arrangements:
On August 7, 2025 the Company entered into a marketing agreement with Has Innovations Trading L.L.C. for services from August 7, 2025 to November 7, 2025, for United States dollars 200,000 in cash; no securities or options were issued.
Shareholder lockup extensions:
In August 2025, certain shareholders that were subject to existing voluntary shareholder lock-ups entered into voluntary lock-up extension agreements with respect to an aggregate of 31,867,430 common shares of the Company. The restricted shares will be subject to staged releases over a 12 month period commencing December 31, 2025.
Changes to Management:
The MD&A updates for the change in CEO on August 7, 2025.
Updates to Company's securities:
The MD&A reconciles the Company's securities outstanding to the date of this MD&A.