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Universal Digital Inc. — Management Reports 2025
Aug 30, 2025
48276_rns_2025-08-29_8109b747-5c05-4f02-87fa-0a2a2f9e6f4a.pdf
Management Reports
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Universal Digital Inc. (Formerly Minas Metals Ltd.)
Management Discussion and Analysis
For the Year Ended January 31, 2025
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 years ended January 31, 2025 and 2024.
This MD&A should be read in conjunction with the restated audited consolidated 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 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 audited consolidated financial statements for the year ended January 31, 2025. This MD&A also enhances disclosures of certain events after January 31, 2025 and provides corporate updates from the version filed on May 28, 2025. These restatements, updates and enhanced disclosures are reflected in the MD&A and summarised under the section "Summary of Changes to MD&A".
BUSINESS OVERVIEW AND STRATEGIC DEVELOPMENTS
Nature of business and listing status
Universal Digital Inc. (formerly Minas Metals Ltd.) operated throughout the fiscal year ended January 31, 2025, as a junior mining exploration issuer. The Company's primary focus during this period was managing its mineral property obligations and pursuing corporate financing to support ongoing operations. The Company is incorporated under the Business Corporations Act (British Columbia) and, during the year, traded on the Canadian Securities Exchange ("CSE") under the symbol MINA.
Change of business and strategic shift
In January 2025, the Company announced its intention to pursue a Change of Business under CSE policies, with the objective of becoming 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 aims to provide shareholders with long-term capital growth through a diversified investment approach and to participate in the transformation of global finance through the integration of digital asset strategies. This strategic shift was initiated in connection with the signing of definitive agreements to acquire a portfolio of cryptocurrencies, which constituted a Change of Business under CSE rules.
On January 24, 2025, the Company's shares were halted from trading, pending CSE review and approval of the proposed Change of Business. The Change of Business, including a name change to Universal Digital Inc., was formally approved by the CSE and completed after year-end, and the Company's shares resumed trading under the symbol "LFG" on April 30, 2025. The Company's new head and registered office is located at 15th Floor, 1111 West Hastings Street, Vancouver, BC.
The transition also marked the Company's exit from the mineral exploration sector, and as of the date of this MD&A, it no longer holds any interests in mineral properties.
Mineral property developments during the 2025 financial year
On May 2, 2024, the Company signed a term sheet to sell the Cracker Creek Gold Property and received a non-refundable deposit of $252,226, which was recorded as a recovery of costs. A security bond of $25,403 was reclassified from exploration and evaluation asset to deposits during the year ended January 31, 2025.
During the year ended January 31, 2025, it was found that the current economic conditions surrounding the Cracker Creek property deemed it appropriate to carry out an impairment assessment as to whether the carrying amount of the property exceeded its recoverable amount. It was found that there were indicators of impairment, and that the recoverable amount was determined to be $Nil, with an impairment expense of $944,626 being recognized related to the property.
2
Debt settlement (Restated)
On December 13, 2024, various creditors of the Company assigned their debt from the Company to Northbay Capital Partners Corp ("Northbay"). The total amount assigned was $554,300. On December 15, 2025, Northbay assigned $300,000 of the debt to five other parties. On December 20, 2024, the Company entered into debt settlement agreements with the five parties, whereby the $300,000 of debt was settled through the issuance of 6,000,000 shares. In the MD&A and the audited consolidated financial statements for the year ended January 31, 2025 that were filed on May 28, 2025, these shares were measured at $0.05 per share, based on management's interpretation of observable market inputs. Management has subsequently determined that, in accordance with IFRS 13, Fair Value Measurement and IFRIC 19, Extinguishing Financial Liabilities with Equity Instruments, the fair value of the shares issued on December 20, 2024 should have been measured at $0.10 per share.
Under IFRIC 19, the difference between the carrying amount of the financial liability extinguished of $300,000 and the fair value of the equity instruments issued of $600,000 should be recognized in profit or loss as a loss on settlement of debt of $300,000.
The Company has corrected the error retrospectively by restating the affected line items in the financial statements for the year ended January 31, 2025. The correction affects (i) the consolidated statement of loss and comprehensive loss, (ii) the consolidated statement of financial position (composition of equity only), and (iii) the consolidated statement of changes in shareholders' equity. There is no impact on total assets, total liabilities, total equity, or net cash flows
(a) Quantitative impact of the restatement to the consolidated statement of financial position as at January 31, 2025:
| As previously reported | Adjustment | Restated | |
|---|---|---|---|
| Share capital | $ 7,024,260 | $ 300,000 | $ 7,324,260 |
| Accumulated deficit | $ (7,988,256) | $ (300,000) | $ (8,288,256) |
There is no change to total equity, total assets, or total liabilities as a result of this correction.
(b) Quantitative impact of the restatement to the consolidated statement of loss and comprehensive loss for the year ended January 31, 2025:
| As previously reported | Adjustment | Restated | |
|---|---|---|---|
| Loss on settlement of debt | $ - | $ 300,000 | $ 300,000 |
| Loss and comprehensive loss for the year | $ (1,618,088) | $ (300,000) | $ (1,918,088) |
The adjustment reflects recognition of a non-cash loss on extinguishment under IFRIC 19. The weighted average number of shares outstanding was unchanged; only the numerator (loss) was affected. There is no impact on net cash flows. The restatement resulted in basic and diluted loss per share increasing from $0.21 per share to $0.25 per share.
(c) Quantitative impact of the restatement to the consolidated statement of changes in shareholders' equity for the year ended January 31, 2025
The restatement increases share capital by $300,000 and increases the accumulated deficit by $300,000; total equity is unchanged.
2025 financial year non-brokered private placement
On January 10, 2025, the Company completed a non-brokered private placement of 12,000,000 common shares at $0.05 per share, raising gross proceeds of $600,000.
Crypto currency 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).
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.
Disposition of Legacy Mining Interests
On March 28, 2025, the Company signed a Termination and Release Agreement with Cracker Creek Gold Corporation which formally terminated all rights and obligations under a prior option agreement relating to the Cracker Creek Gold Property in Oregon. The agreement extinguishes the Company's obligations in relation to the property in exchange for a termination payment of US$19,070 to certain creditors.
Also on March 28, 2025, the Company signed an Assignment of Membership Interest, under which Universal assigned its interest in Elkhorn to Kenneth N. Tullar, a former director of the Company. The transaction included the assumption of US$2,323 of liabilities by Universal and a commitment to loan US$5,000 for reclamation work related to the Iron Butte Exploration Project. The assignment and Termination and Release Agreement 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.
Acquisition of 19% of Geometric Galaxy Ltd.
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 was completed on April 25, 2025, through the issuance of 7,953,489 common shares.
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.
2026 financial year non-brokered private placement
On May 20, 2025, the Company announced a proposed non-brokered private placement to raise gross proceeds of up to $1,500,000 through the issuance of up to 3,000,000 common shares at a price of $0.50 per share. The offering is subject to acceptance by the CSE and compliance with applicable securities laws. The proceeds are intended to be used for general working capital purposes. On May 29, 2025, the Company closed the oversubscribed non-brokered private placement issuing 3,200,000 common shares at $0.50 per share for gross proceeds of $1,600,000.
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.
Debt deferral
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.
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.
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 during and after the fiscal year ended January 31, 2025:
- Sean McGrath resigned as Chief Financial Officer effective October 31, 2024.
- 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
Liquidity and 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.
EXPLORATION AND EVALUATION ASSET
| Butte Projects | Cracker Creek | Total | ||
|---|---|---|---|---|
| Acquisition Costs | ||||
| Balance, January 31, 2023 | $ | - | $ 766,414 | $ 766,414 |
| Additions | 805,157 | 269,972 | 1,075,129 | |
| Impairment | (805,157) | - | (805,157) | |
| Balance, January 31, 2024 | - | 1,036,386 | 1,036,386 | |
| Impairment | - | (758,757) | (758,757) | |
| Recovery of costs | - | (252,226) | (252,226) | |
| Reclassification of deposit | - | (25,403) | (25,403) | |
| Balance, January 31, 2025 | $ | - | $ - | $ - |
| Deferred Exploration Costs | ||||
| Balance, January 31, 2023 | $ | - | $ 2,043,143 | $ 2,043,143 |
| Consulting | - | 146,977 | 146,977 | |
| Land maintenance | 140,189 | 36,095 | 176,284 | |
| Geophysics | - | 24,704 | 24,704 | |
| Other | - | 24,531 | 24,531 | |
| Impairment | (140,189) | (2,089,581) | (2,229,770) | |
| Balance, January 31, 2024 | - | 185,869 | 185,869 | |
| Impairment | - | (185,869) | (185,869) | |
| Balance, January 31, 2025 | $ | - | $ - | $ - |
| Total | ||||
| Balance, January 31, 2024 | $ | - | $ 1,222,255 | $ 1,222,255 |
| Balance, January 31, 2025 | $ | - | $ - | $ - |
6
Cracker Creek Gold Property, Oregon, USA
On November 9, 2020, 226 entered into an Exploration and Purchase Option Agreement (the "Option Agreement") with Cracker Creek Gold Corporation ("Cracker Creek"), whereby 226 has the option (the "Option") to acquire an undivided 100% legal and beneficial right, title and interest in and to the Cracker Creek Gold Property (the "Property") located in Bourne, Oregon, USA for a total purchase price of US$3,200,000 (the "Purchase Price"). The Option Agreement was amended on July 24, 2023, which included the assignment of the Option Agreement from 226 to Elkhorn.
To maintain the Option Agreement in good standing, 226 must:
i) Pay US$100,000 in cash upon signing (paid $131,503 during the period ended January 31, 2021);
ii) Make 5 cash payments of US$60,000 every six months after the effective date ($159,516 paid during the year ended January 31, 2023; $149,017 paid during the year ended January 31, 2022, $82,414 paid during the year ended January 31, 2024. This obligation has been satisfied);
iii) Pay US$100,000 on or before the earlier of: (i) the date which is 5 business days following completion of an equity financing for gross proceeds of at least US$2,000,000; or (ii) November 9, 2023 ($144,840 included in accrued liabilities at January 31, 2025 (2024 - $133,970));
iv) Issue shares with a value of US$100,000, issuable at the deemed price, upon or before the earlier of: (1) the successful completion of a drill program at the Property or at least 4,000 meters or (2) April 30, 2024 (this amount has not been accrued as notice of termination was received);
v) Pay US$150,000 and shares with a value of US$50,000 issuable at the deemed price, on or before June 30, 2024 (these amounts have not been accrued as notice of termination was received);
vi) Pay US$175,000 and shares with a value of US$75,000 issuable at the deemed price, on or before June 30, 2025; and
vii) Pay US$190,000 and shares with a value of US$100,000 issuable at the deemed price, on or before June 30, 2026.
If the Option Agreement has been maintained in good standing, 226 may exercise its option to purchase the Property at any time after the signing date as follows:
i) On or before June 30, 2027, deliver notice to Cracker Creek of 226's decision to exercise the Option (the "Exercise Notice");
ii) Perform certain closing requirements including payment in full of the remaining balance of the Purchase Price.
The Property is subject to a 2.5% net smelter returns ("NSR") royalty held by Cracker Creek.
On November 21, 2020, 226 entered into a Services Agreement (the "Services Agreement") with Minefinders LLC ("Minefinders") for services provided by Minefinders related to the signing of the Option Agreement with Cracker Creek. As consideration for services rendered, 226 agreed to make certain payments to Minefinders and to grant to Minefinders a 0.5% NSR royalty (the "Minefinders NSR") at the commencement of commercial production at the Property. 226 shall have the option (the "Royalty Option") to purchase the Minefinders NSR at any time within two years of signing the Services Agreement for US$500,000.
The payments for services rendered shall be made by 226 as follows:
i) US$40,000 in cash upon signing (paid $68,797 during the period ended January 31, 2021);
ii) US$40,000 every six months after the signing date until the earlier of (i) the date that 226 exercises its Option as provided under the Option Agreement, (ii) the date that the Option Agreement is terminated according to its terms and (iii) May 1, 2024 (paid $53,288 during the period ended January 31, 2021, $98,703 during the year ended January 31, 2022, $105,590 paid during the year ended January 31, 2023 and $57,936 included in accrued liabilities at January 31, 2025 (2024 - $53,588);
iii) Unless the Royalty Option has been exercised by 226, US$500,000 on the date that commercial production is achieved; and
iv) Unless the Royalty Option has been exercised by 226, US$500,000 on the date that is 12 months from the date that commercial production is achieved.
During the year ended January 31, 2024, the Company determined that the current economic conditions surrounding the Cracker Creek property deemed it appropriate to carry out an impairment assessment as to whether the carrying amount of the property exceeded its recoverable amount. Indicators of impairment were identified, and the recoverable amount was determined to be $1,222,255, with an impairment loss of $2,089,581 being recognized related to the property.
On May 2, 2024, a letter of intent was signed with a counterparty interested in acquiring the Cracker Creek property, as part of this letter of intent a non-refundable deposit of $252,226 was received by Universal, which was treated as a recovery of costs on the property. A security bond of $25,403 was reclassified from exploration and evaluation asset to deposits during the year ended January 31, 2025. During the year ending January 31, 2025, it was found that the current economic conditions surrounding the Cracker Creek property deemed it appropriate to carry out an impairment assessment as to whether the carrying amount of the property exceeded its recoverable amount. It was found that there were indicators of impairment, and that the recoverable amount was determined to be $Nil, with an impairment expense of $944,626 being recognized related to the property.
Iron Butte Project, Lander County, Nevada, USA
On May 10, 2023, the Company entered into a definitive assignment and assumption agreement (the "Definitive Agreement"), with Aero Energy Ltd. (formerly Angold Resources Ltd.) ("Aero") to obtain the legal rights and obligations of the Iron Butte Project ("Iron Butte"). In consideration for the assignment, the Company issued 500,000 common shares with a fair value of $192,655 to Aero and assumed all obligations of the Iron Butte project with respect to the option agreement. Following completion of the
assignment, Universal will hold the rights to acquire the Iron Butte Project pursuant to the option agreement, in consideration for completing the following cash payments and share issuances:
i) US$150,000 in cash and US$45,000 in common shares on the date of or before December 21, 2023 ($217,260 included in accrued liabilities and $60,287 included in obligation to issue shares at January 31, 2025 (2024 - $200,955 in accrued liabilities and $60,287 in obligation to issue shares));
ii) US$200,000 in cash and US$63,000 in common shares on the date of or before December 21, 2024;
iii) US$300,000 in cash and US$90,000 in common shares on the date of or before December 21, 2025; and
iv) US$500,000 in cash on the date of or before December 21, 2026.
As part of the Agreement, the Company is obliged to pay US$30,000 in cash to Grandview Exploration LLC as part of the management fee relating to the period May 1 to December 31, 2022, payable on the date of or before December 26, 2023. The Iron Butte option agreement terminated because the payment was not made. At January 31, 2025, included in accrued liabilities is $43,452 for this obligation (2024 - $40,191).
Hope Butte Project, Malheur County, Oregon
On May 10, 2023, the Company entered into a Definitive Agreement, with Aero to obtain the legal rights and obligations of the Hope Butte Project ("Hope Butte"). In consideration for the assignment, the Company issued 500,000 common shares with a fair value of $192,655 to Aero, and to assume all obligations of the Hope Butte project with respect to the option agreement. Following completion of the assignment, Universal will hold the rights to acquire the Hope Butte Project pursuant to the option agreement, in consideration for completing the following cash payments and share issuances:
i) US$75,000 in cash and US$50,000 in common shares on the date of or before October 12, 2023; (as at January 31, 2025, $108,630 is included in accrued liabilities and $66,985 included in obligation to issue shares (2024 - $100,478 in accrued liabilities and $66,985 included in obligation to issue shares));
ii) US$150,000 in cash and US$75,000 in common shares on the date of or before October 12, 2024;
iii) US$200,000 in cash on the date of or before October 12, 2025; and
iv) US$250,000 in cash on the date of or before October 12, 2026.
On January 21, 2024, the Company received written notice of termination of the Hope Butte option agreement due to default for failure to fulfil the obligations to pay cash and issue shares on the due dates noted above. During the year ended January 31, 2024, the Company began the process of terminating the Butte Properties agreements, after the Company was in default for obligations relating to the Definitive Agreement with Aero. As a result, the Company recognized an impairment loss of $945,346 for the properties in order to adjust their carrying values to their recoverable amounts of $Nil.
As at January 31, 2025, the Company had deposits of $37,082 (January 31, 2024 - $49,049) for bond payments related to mineral properties.
FINANCIAL REVIEW
For a discussion of the factors affecting the Company's losses see "Summary of quarterly results" and "Results of operations"
Selected annual information
| January 31 | |||
|---|---|---|---|
| 2025 (Restated) | 2024 | 2023 | |
| Revenue | $ - | $ - | $ - |
| Loss for the period | $ 1,918,088 | $ 4,213,054 | $ 555,656 |
| Basic and Diluted Loss per Share | $ 0.25 | $ 0.74 | $ 0.12 |
| Total Assets | $ 477,396 | $ 1,304,151 | $ 2,976,122 |
| Liabilities (L.T.) | $ - | $ - | $ - |
| Cash dividends | $ - | $ - | $ - |
Results of operations for the year ended January 31, 2025 and 2024 (Restated)
The Company incurred a net and comprehensive loss of $1,918,088 for the year ended January 31, 2025 compared to $4,213,054 for the year ended January 31, 2024. The decrease in net loss and total comprehensive loss was primarily driven by a current year impairment expense of $944,626 recognized within the mineral properties compared to $3,034,927, as well as a loss on debt settlement of $300,000 (2024: $nil) and a stock-based expense outlay of $21,989 in the current year relating to increased vesting of stock options and RSUs compared to $446,865 in the prior year, and decreases in general and administrative costs as result of decreased administrative activity.
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| For the Year Ended January 31, 2025 Restated | For the Year Ended January 31, 2024 | |
|---|---|---|
| Consulting fees | $ 13,866 | $ 72,121 |
| Foreign exchange loss | 36,723 | 6,582 |
| General and administrative costs | 183,096 | 258,032 |
| Interest expense | 10,078 | 5,961 |
| Management fees | 193,000 | 198,000 |
| Marketing fees | 29,899 | 8,393 |
| Professional fees | 158,857 | 160,431 |
| Stock-based compensation | 21,989 | 446,865 |
| Transfer agent, regulatory and listing fees | 25,954 | 21,742 |
| Impairment of mineral property | 944,626 | 3,034,927 |
| Loss on settlement of debt | 300,000 | - |
| Net and comprehensive loss | $ 1,918,088 | $ 4,213,054 |
Results of operations for the quarter ended January 31, 2025 and 2024 (Restated)
The Company incurred a net and comprehensive loss of $458,827 for the quarter ended January 31, 2025 compared to $3,346,798 for the quarter ended January 31, 2024. The decrease in net loss and total comprehensive loss was primarily driven by a significant impairment expense of $3,034,927 for the quarter ended January 31, 2024 compared to a recovery of mineral property costs of $25,402 in the current quarter, as well as a loss on debt settlement of $300,000 (2024: $nil) and a stock-based expense of $162,826 relating to vesting of stock options and RSUs in the quarter ended January 31, 2024.
General and Administrative Expenses for the years ended January 31, 2025 and 2024 (Enhanced Disclosure)
| Expense Category | For the Year Ended January 31, 2025 | For the Year Ended January 31, 2024 |
|---|---|---|
| Accounting and Corporate Secretarial Services | 140,072 | 157,979 |
| Rent Expense | 2,752 | 6,748 |
| Travel Expense | 3,105 | 50,905 |
| Insurance Expense | 11,900 | 17,698 |
| Other General and Administration | 18,314 | 11,327 |
| Bank Service Charges | 5,436 | 3,436 |
| Interest Income | (321) | (693) |
| Computer and Internet Expenses | - | 407 |
| Meals and Entertainment | 1,591 | 9,349 |
| Miscellaneous | 247 | 363 |
| Office Supplies | - | 513 |
| Total | 183,096 | 258,032 |
For the 12 months ending January 31, 2025, the Company incurred general and administrative costs of $183,096 (12 months ending January 31, 2024: $258,032). The primary cause of the reduction in expenses was due to a reduction in travel expenses from $50,905 in the 2024 financial year to $3,105 the 2025 financial year. This reduction was due to limited capital in the business in the 2025 financial year compared to project and other travel costs in the 2024 financial year. The company also saw reductions in accounting and corporate secretarial service costs and a reduction to its Directors and Officers ("D&O") insurance.
Summary of quarterly results (Restated)
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 | |
|---|---|---|---|---|---|
| Q4/25 (Restated) | 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) | $ (0.07) |
| Q2/24 | July 31, 2023 | $ - | $ (292,304) | $ (292,304) | $ (0.05) |
| Q1/24 | April 30, 2023 | $ - | $ (113,247) | $ (113,247) | $ (0.02) |
2024 Financial Year Restatement
In the year ended January 31, 2024, a liability was recorded for shares to be issued with respect to option agreements. In the current year, management determined that these liabilities should be recorded as equity as the obligation can only be settled in shares. Accordingly, the comparative figures for the year ended January 31, 2024 have been restated as follows:
| As previously reported | Adjustment | Restated | |
|---|---|---|---|
| Accounts payable and accrued liabilities | $ 1,143,426 | $ (127,272) | $ 1,016,154 |
| Obligation to issue shares | $ - | $ 127,272 | $ 127,272 |
The restatement only affects the consolidated statements of financial position and the consolidated statements of changes in shareholders' equity. There is no impact or effect on the consolidated statements of loss and comprehensive loss or the consolidated statements of cash flows
LIQUIDITY AND CAPITAL RESOURCES (RESTATED)
These 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 realize its assets and settle its liabilities in the normal course of business. At January 31, 2025, the Company had cash of $415,562 and its current liabilities exceed its current assets by $570,514. The Company currently has no active business and is not generating any revenues. It has incurred losses since inception and had an accumulated deficit of $8,288,256 as at January 31, 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.
On May 25, 2023, the Company entered into a promissory note loan agreement with TY & Sons Investments Inc. ("TY & Sons"), where an advance of $100,000 was made upon the execution of the promissory note. On July 21, 2023, a further $50,000 was advanced to the Company within the same promissory note agreement. Under the terms of the agreement, $2,343 of interest expense was incurred up the date of settlement. On August 9, 2023, the Company settled the outstanding indebtedness of $150,000 promissory note through the issuance of 150,000 units at a fair value of $1.00 per unit.
On August 9, 2023, the Company closed a non-brokered private placement which issued 395,000 units at a price of $1.00 per unit for gross proceeds of $395,000. Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase an additional common share at a price of $1.60 until August 9, 2025.
On September 20, 2023, 10,000 stock options from the May 10, 2023 grant were exercised at a price of $0.60 each for gross proceeds of $6,000 resulting in the issuance of 10,000 common shares.
On September 21, 2023, the Company entered into another promissory note loan agreement with TY & Sons, where an advance of $50,000 was made upon the execution of the promissory note. Under the terms of the agreement, $6,054 of interest expense was incurred to December 15, 2024 (2024 - $1,808). On December 20, 2024, the Company entered into a debt settlement agreement, whereby $300,000 of amounts payable were settled through issuance of 6,000,000 shares at a share price of $0.10 per share. Included in this debt settlement was the remaining balance of loans and accrued interest of $58,397.
Also on September 21, 2023, the Company entered into a similar promissory note loan agreement with Carrera Capital International Ltd. ("Carrera Capital"), where an advance of $50,000 was made upon the execution of the promissory note. Under the terms of the agreement, $6,781 of interest expense was incurred as of January 31, 2025. On this date, the loan principal and interest payable of $56,781 was paid in full to Carrera Capital.
On January 10, 2025, the Company closed a non-brokered private placement of 12,000,000 post-consolidation common shares at $0.05 per share for gross proceeds of $600,000. Share issuance costs of $19,371 were incurred in relation to the private placement.
On May 20, 2025, the Company announced a proposed non-brokered private placement to raise gross proceeds of up to $1,500,000 through the issuance of up to 3,000,000 common shares at a price of $0.50 per share. On May 29, 2025, the Company closed the oversubscribed non-brokered private placement and issued 3,200,000 common shares at $0.50 per share for gross proceeds of $1,600,000.
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 financing arrangements. While the Company has been successful in raising equity in the past, there can be no guarantee that it will be able to raise sufficient funds to fund its activities and general and administrative costs in the next twelve months and in the future. These financial statements 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.
Cash flows
- Cash used in operating activities for the year ended January 31, 2025 was $395,494 (January 31, 2024: $257,000).
- Cash provided by investing activities for the year ended January 31, 2025 was $277,990 (January 31, 2024: cash used in investing activities $491,628).
- Cash provided by financing activities for the year ended January 31, 2025 was $523,848 (January 31, 2024: $644,500).
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 year ended January 31, 2025, the Company paid or accrued total consulting fees of $Nil to Kenneth Tullar, the former COO (2024 - $126,158). An amount of $Nil (2024 - $126,158) was capitalized in exploration and evaluation assets as it relates to project management on the property.
During the year ended January 31, 2025, the Company incurred management fees of $193,000 to Jon Bey, a former CEO (2024 - $198,000) (recorded in Management fees), and $45,000 to Sean McGrath, the former CFO (recorded in General and administrative costs). During the year ended January 31, 2024, the Company incurred management fees of $27,500 to Sean McGrath, the former CFO and $26,000 to Gavin Cooper, a former CFO, (recorded in General and administrative costs).
During the year ended January 31, 2025, the Company recognized stock-based compensation of $16,231 to Jon Bey, a former CEO and $5,758 to Sean McGrath, the former CFO, related to the vesting of RSUs. During the year ended January 31, 2024, the Company recognized stock-based compensation of $325,582 related to the vesting of granted options and RSUs. The breakdown of the stock-based compensation was as follows:
| Options | RSU's | Total | |
|---|---|---|---|
| Jon Bey (former CEO) | $ 53,425 | $ 203,519 | $ 256,944 |
| Sean McGrath (former CFO) | - | 36,242 | 36,242 |
| Kenneth Tullar (former COO) | 8,354 | 8,354 | |
| James Yates (former director) | 5,739 | 5,739 | |
| Thomas Lewis (former director) | 5,739 | 5,739 | |
| Blair Jordan (former director) | 6,825 | 6,825 | |
| Gavin Cooper (former CFO) | 4,550 | 4,550 | |
| Dave Patterson (former director) | 1,189 | 1,189 | |
| $ 85,821 | $ 239,761 | $ 325,582 |
As at January 31, 2025, the Company owed a total of $Nil to Jon Bey, a former CEO (2024 - $113,900), $Nil to Kenneth Tullar, the former COO (2024 - $88,278) and $Nil to Sean McGrath, the former CFO (2024 - $7,500). These amounts are unsecured, non-interest bearing and have no fixed payment terms.
During the year ended January 31, 2024, the Company issued 10,000 units for gross proceeds of $10,000 to Jon Bey, a former CEO as part of the private placement closed August 9, 2023.
On March 14, 2023, the Company entered into a consulting agreement with the Jon Bey, a former CEO, whereby the Company agreed to pay the former CEO annual management fees of $216,000. The Company or the former CEO could terminate the agreement at any time with 30 days written notice. If the Company terminated the agreement by way of notice, the Company would pay the former CEO $216,000 plus 50% of any bonus payable to the former CEO up to the date of termination. If the termination date was within 12 months of a change of control of the Company, the Company would pay the former CEO $324,000 plus 50% of any bonus payable to the former CEO up to the date of termination.
NEW ACCOUNTING STANDARDS AND ACCOUNTING STANDARDS NOT YET EFFECTIVE
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.
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
None.
FINANCIAL INSTRUMENTS AND RELATED RISKS
Classifications
At January 31, 2025, the Company's financial assets and liabilities are classified as follows:
| January 31, 2025 | January 31, 2024 | |
|---|---|---|
| Financial assets: | ||
| Fair value through profit and loss | ||
| Cash and restricted cash | $ 415,562 | $ 9,218 |
| Financial liabilities: | ||
| Amortized cost | ||
| Accounts payable | $ 366,062 | $ 288,090 |
| Loans payable | $ - | $ 105,959 |
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 January 31, 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 January 31, 2025, management considers its exposure to credit risk to be low.
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Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company manages liquidity risk by maintaining adequate cash and managing its capital and expenditures.
At January 31, 2025, the Company had cash of $415,562 (January 31, 2024 – $9,218) and current liabilities of $1,010,828 (January 31, 2024 – $1,122,113) with contractual maturities of less than one year. The Company did not have sufficient cash to meet its current liabilities at January 31, 2025, therefore the Company assessed its liquidity risk as high as at January 31, 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 January 31, 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 January 31, 2025, management considers its exposure to foreign currency risk to be low.
RISKS AND UNCERTAINTIES
As at January 31, 2025, the Company operated as a junior mineral exploration issuer and was subject to the operational, environmental, and financing risks typical of early-stage resource companies. Subsequent to year-end, the Company formally exited its legacy mining business through the termination of the Cracker Creek Gold Property option on March 28, 2025, and the assignment of its interest in Elkhorn Gold Exploration LLC. As at the date of this MD&A, the Company holds no mineral exploration projects or related property interests.
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 Universal 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.
Following the completion of its Change of Business in April 2025, the Company now operates as an investment issuer focused on digital assets, blockchain technologies, and high-growth sectors. As a result, the Company's risk profile has shifted significantly. The Company is now exposed to a range of operational, financial, technological, and regulatory risks specific to its current strategy. These include, but are not limited to, the key risks described below and further detailed in the Company's CSE Form 2A Listing Statement filed on 29 April 2025.
Digital asset volatility and valuation risk
The market for digital assets such as Solana, Cardano, and other tokens held or targeted by the Company is highly volatile. Prices can fluctuate dramatically in short periods due to market sentiment, regulatory developments, or technology shifts. This can materially impact the Company's investment performance and balance sheet valuation.
Regulatory and compliance risk
The regulatory framework for digital assets is evolving rapidly in multiple jurisdictions. There is uncertainty regarding the treatment of crypto assets under securities, anti-money laundering, and tax laws. Changes in applicable regulations or enforcement practices could adversely affect the Company's operations and investment strategy.
Custody and cybersecurity risk
The Company self-custodies its crypto assets using MPCVault, a multi-party computation wallet solution. Despite advanced safeguards, the Company remains exposed to cybersecurity threats, including hacking, internal breaches, and operational failures. Loss or theft of digital assets could have a material adverse impact.
Liquidity and financing risk
The Company has limited operating history as an investment issuer and relies on its ability to raise capital to fund operations and new investments. There can be no assurance that future financings will be available on acceptable terms or at all, which could impair the Company's ability to execute its business plan.
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Risks relating to investee companies
The Company may invest in early-stage businesses or projects that are unproven, under-capitalized, or operating in highly competitive or volatile environments. These investees may experience business failure, liquidity issues, or financial distress, which could impair the Company's returns.
Technological disruption and market cycles
The digital asset space is characterized by rapid innovation, speculative trading, and cyclical boom-bust market conditions. The value and strategic relevance of any asset or investment may change quickly, potentially leading to impairment or loss.
Key personnel risk
The Company's performance is highly dependent on a small group of executives with expertise in digital assets, investment strategy, and regulatory compliance. The loss of one or more key individuals could materially affect the Company's operations.
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.
OUTSTANDING SHARE CAPITAL DATA
The Company has authorized an unlimited number of common shares without par value.
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 | |
| RSUs Issued | ||
| To director | May 5, 2025 | 200,000 |
| To officer | May 7, 2025 | 500,000 |
| To advisor | July 17, 2025 | 75,000 |
| To director and 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 (January 31, 2025: 320,500). 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 (January 31, 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 May 28, 2025 and reflects corrections to certain amounts for the year ended January 31, 2025. It also brings narrative disclosures and subsequent corporate developments up to date. Unless noted otherwise, these restatements are non-cash and do not change total assets, total liabilities, total equity or net cash flows.
Restatement — Debt settlement (December 20, 2024)
On December 20, 2024, the Company settled outstanding indebtedness of $300,000 by issuing 6,000,000 common shares. In the previously filed management's discussion and analysis, these shares were measured at $0.05 per share. Upon further analysis in accordance with International Financial Reporting Standards, including the fair value principles in International Financial Reporting Standard 13, Fair Value Measurement and the guidance in Interpretation 19, Extinguishing Financial Liabilities with Equity Instruments, management determined that the shares should have been measured at $0.10 per share, which was the most representative fair value at the transaction date. The difference between the carrying amount of the liability and the fair value of the equity instruments issued is required to be recognized in profit or loss as a loss on settlement of debt.
Quantitative effect (year ended January 31, 2025)
- Share capital increased by $300,000.
- Accumulated deficit increased by $300,000.
- A non-cash loss on settlement of debt of $300,000 has been recognized.
- Basic and diluted loss per share increased from $0.21 to $0.25.
- There is no impact on cash flows.
Enhanced narrative disclosures (clarifications)
Share-for-asset transactions for digital currencies:
The January 23, 2025 agreements to acquire digital currencies in exchange for shares have been clarified to explain that, applying International Financial Reporting Standards for equity-settled share-based payments, the Company measured the transactions by reference to the fair value of the digital assets received on April 25, 2025 (the date the shares were issued and control transferred), rather than by reference to notional per-share amounts agreed at signing. Subsequent unrealized revaluation movements to April 30, 2025 are presented, and carrying values are disclosed.
General and Administration Costs:
The Company has expanded disclosures for the general and administration costs for the years ending January 31, 2025 and 2025.
Updates made to make the MD&A current
The following developments occurred after January 31, 2025 and are reflected to ensure this management's discussion and analysis remains current:
Private placement:
On May 29, 2025, the Company closed a non-brokered private placement of 3,200,000 common shares at $0.50 per share for gross proceeds of $1,600,000.
Acquisition of the remaining 81% of Geometric Galaxy Ltd.:
On May 13, 2025, the Company entered into an agreement to acquire the remaining 81% of Geometric Galaxy Ltd., which closed on June 2, 2025. The Company now owns 100% of Geometric Galaxy Ltd. The initial purchase-price allocation is in progress and will be completed within twelve months of the acquisition date in accordance with International Financial Reporting Standard 3 (Business Combinations).
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Debt deferral:
On April 10, 2025, a creditor agreed to defer repayment of $254,532 for fifteen months to July 10, 2026. The amount bears no interest and may, at the Company's option, be settled through the issuance of common shares in a future equity financing completed before the end of the deferral period.
Treasury allocation to Bitcoin:
Between June 12 and June 21, 2025, the Company sold its Solana, Cardano and ai16z holdings for aggregate proceeds of United States dollars 1,047,591 (Canadian dollars 1,438,133 based on the Bank of Canada exchange rate on June 20, 2025) and acquired 10.02935 Bitcoin at an average purchase price of United States dollars 104,452.56 per Bitcoin. This reallocation forms part of the Company's Bitcoin-focused treasury strategy.
Exchange traded funds initiative:
On May 21, 2025, the Company entered into a partnership with LongPoint Asset Management Inc. to develop and launch two leveraged single-stock exchange traded funds in Canada. A preliminary prospectus was filed on May 22, 2025, and the funds were listed on the Toronto Stock Exchange on July 2, 2025 under the tickers COIU and MSTU. On August 12, 2025, a preliminary prospectus for two additional funds was filed.
OTCQB listing:
On August 12, 2025, the Company's common shares commenced quotation on to the OTCQB under the symbol "LFGMF".
Marketing arrangements:
On June 2, 2025 the Company entered into a digital marketing consulting agreement with SnowBridge Limited (budget up to Canadian dollars 500,000; no securities or options issued).
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.
Japan initiative:
On June 12, 2025, the Company signed a non-binding memorandum of understanding with GFA Co., Ltd., a Tokyo Stock Exchange-listed company, to explore Bitcoin-based corporate finance models in Japan.
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.
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.
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