1933 Industries, Inc.CSE: TGIF

Financial Statements - For the Three Months Ended January 31, 2025 and 2024

· Issued by 1933 Industries, Inc.

1933 INDUSTRIES INC.

Condensed Interim Consolidated Financial Statements

For the three and six months ended January 31, 2025 and 2024

(Unaudited - Expressed in Canadian dollars)

Notice of Disclosure of Non-auditor Review of the Condensed Interim Consolidated Financial Statements for the Three and Six Months Ended January 31, 2025 and 2024

Pursuant to National Instrument 51-102 Continuous Disclosure Obligations, part 4, subsection 4.3(3)(a) issued by the Canadian Securities Administrators, if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the interim financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim consolidated financial statements of 1933 Industries Inc. for the interim periods ended January 31, 2025 and 2024, have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting, as issued by the International Accounting Standards Board, and are the responsibility of management.

The independent auditors, MNP LLP, have not performed a review of these unaudited condensed interim consolidated financial statements.

March 26, 2025

1933 INDUSTRIES INC.

Condensed Interim Consolidated Statements of Financial Position

(Unaudited - Expressed in Canadian dollars)

January 31,

July 31,

Note

2025

2024

$

$

ASSETS

Current

Cash

318,569

449,184

Receivables

5

2,692,534

2,008,667

Inventory

6

2,101,269

2,725,525

Biological assets

7

659,878

425,729

Prepaid expenses and deposits

8

334,015

374,720

6,106,265

5,983,825

Property and equipment

9

10,938,982

10,884,527

Total assets

17,045,247

16,868,352

LIABILITIES

Current

Accounts payable and accrued liabilities

10,16

4,736,041

4,863,718

Income tax payable

77,809

64,313

Current portion of lease liability

11

553,274

439,763

Note payable

12

57,117

54,455

5,424,241

5,422,249

Convertible debentures

13

3,153,635

2,869,327

Lease liability

11

14,027,319

13,412,248

Total liabilities

22,605,195

21,703,824

SHAREHOLDERS' DEFICIENCY

Share capital

14(b)

83,856,671

83,856,671

Reserves

14(c)

10,799,620

10,795,979

Accumulated other comprehensive loss

(750,918)

(787,569)

Deficit

(98,314,362)

(97,399,298)

Deficiency attributable to shareholders of the Company

(4,408,989)

(3,534,217)

Non-controlling interest

(1,150,959)

(1,301,255)

Total shareholders' deficiency

(5,559,948)

(4,835,472)

Total liabilities and shareholders' deficiency

17,045,247

16,868,352

Nature of operations and going concern (Note 1)

Approved and authorized for the issue on behalf of the Board of Directors:

Director

/s/ "Brian Farrell"

/s/ "Paul Rosen"

Director

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Unaudited - Expressed in Canadian dollars, except share numbers)

Note

Three months ended

Six months ended

January 31,

January 31,

2025 2024

2024

(Note 22)

2025 (Note 22)

$

$

$

$

Revenues

4,413,358

4,557,798

8,406,365

9,841,180

Cost of sales

(2,886,403)

(2,407,069)

(5,642,480)

(3,908,640)

Gross profit, excluding fair value adjustments

1,526,955

2,150,729

2,763,885

5,932,541

Change in fair value due to biological

transformation

8,319

(925,467)

420,099

(925,467)

Fair value adjustment on sale of biological assets

(22,992)

154,285

(364,263)

(1,981,504)

Gross profit

1,512,282

1,379,547

2,819,721

3,025,570

Expenses (income)

Accretion expense

65,457

-

129,395

-

Depreciation

9

228,775

247,219

249,589

255,715

Foreign exchange

-

3,241

-

2,801

Gain on sale of property and equipment

9

215,820

182,243

510,510

470,938

General and administration

15,18

445,121

464,516

927,245

915,203

Interest expense

517,415

520,337

1,294,301

1,365,556

License taxes and insurance

(291)

-

(14,698)

-

Management and consulting fees

16

127,623

177,104

311,175

322,266

Other income

(71)

15

(167)

-

Professional fees

113,033

103,673

74,758

181,251

Share-based compensation

16

531

7,507

3,641

16,461

Wages and benefits

112,239

327,847

225,171

529,946

1,825,652

2,033,701

3,710,920

4,060,136

Loss before income tax expense

(313,370)

(654,155)

(891,199)

(1,034,566)

Current income tax expense

-

-

-

-

Net loss for the period

(313,370)

(654,155)

(891,199)

(1,034,566)

Net loss from discontinued operations

22

(41)

(78,844)

(4,214)

(92,822)

Foreign currency translation adjustment

(59,802)

303,264

167,296

496,785

Comprehensive loss for the period

(373,213)

(429,735)

(728,117)

(630,603)

Net loss attributable to:

Shareholders of the Company

(328,033)

(804,486)

(915,064)

(1,167,272)

Non-controlling interest

14,622

71,487

19,651

39,884

Foreign currency translation adjustment

attributable to:

Shareholders of the Company

(170,178)

287,315

36,651

471,706

Non-controlling interest

110,376

15,949

130,645

25,079

Comprehensive loss attributable to:

Shareholders of the Company

(498,211)

(517,171)

(878,413)

(695,566)

Non-controlling interest

124,998

87,436

150,296

64,963

Net loss per share

Basic and diluted

(0.00)

(0.00)

(0.00)

(0.00)

Weighted average number of shares

Basic and diluted

490,471,657

451,045,719

490,471,657

461,233,870

4

Condensed Interim Consolidated Statements of Cash Flows (Unaudited - Expressed in Canadian dollars)

Six months ended

January 31, 2024

2025

(Note 22)

$

$

Operating activities

Net loss for the period

(891,199)

(1,034,566)

Adjustments for:

Depreciation included in cost of sales

283,814

608,485

Change in fair value due to biological transformation

(420,099)

925,467

Fair value adjustment on sale of biological assets

364,263

1,981,504

Accretion expense

129,395

-

Depreciation

238,847

276,758

Gain on sale of property and equipment

(14,698)

-

Interest expense

924,757

915,203

Share-based compensation

3,641

16,461

Changes in non-cash working capital:

Receivables

(680,886)

(228,345)

Inventory

624,256

(443,903)

Biological assets

(178,313)

(2,649,312)

Prepaid expenses and deposits

40,709

185,847

Accounts payable and accrued liabilities

(135,674)

(238,569)

Income tax payable

13,496

28,287

Net cash (used in) provided by operating activities

302,309

343,317

Investing activities

Proceeds from sale of property and equipment

14,698

-

Disposal of property and equipment

93,844

-

Purchase of property and equipment

-

(400,852)

Net cash provided by (used in) investing activities

108,542

(400,852)

Financing activities

Repayment of lease liability

(719,208)

(678,395)

Repayment of note payable

-

(23,062)

Net cash used in financing activities

(719,208)

(701,457)

Effect of exchange rate on changes on cash

166,121

507,424

Change in cash from discontinuing operations

11,621

(34,055)

Change in cash from continuing operations

(142,236)

(251,568)

Cash, beginning of period

449,184

1,092,562

Cash, end of period

318,569

806,939

Supplemental disclosure with respect to cash flows (Note 18)

1933 INDUSTRIES INC.

Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (Deficiency)

(Unaudited - Expressed in Canadian dollars, except share numbers)

Common

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

Accumulated

Total

other

Non-

shareholders'

comprehensive

controlling

equity

shares

Share capital

Reserves

loss

Deficit

interest

(deficiency)

#

$

$

$

$

$

$

Balance, July 31, 2023

461,233,870

82,387,033

10,335,086

(594,933)

(95,820,123)

(1,570,215)

(5,263,152)

Shares issued - conversion of convertible

debentures $0.05

29,237,787

1,469,638

(7,750)

-

-

-

1,461,888

Share-based compensation

-

-

16,461

-

-

-

16,461

Non-controlling interest

-

-

-

-

-

39,884

39,884

Foreign currency translation adjustment

-

-

-

471,706

-

25,079

496,785

Net loss for the period

-

-

-

-

(1,167,272)

-

(1,167,272)

Balance, January 31, 2025

490,471,657

83,856,671

10,343,797

(123,227)

(96,987,395)

(1,505,252)

(4,415,406)

Issuance of convertible debentures $0.05

-

-

437,172

-

(437,172)

-

-

Share-based compensation

-

-

15,010

-

-

-

15,010

Non-controlling interest

-

-

-

-

-

148,415

148,415

Foreign currency translation adjustment

-

-

-

(664,342)

-

55,582

(608,760)

Net loss for the period

-

-

-

-

25,269

-

25,269

Balance, July 31, 2024

490,471,657

83,856,671

10,795,979

(787,569)

(97,399,298)

(1,301,255)

(4,835,472)

Share-based compensation

-

-

3,641

-

-

-

3,641

Non-controlling interest

-

-

-

-

-

19,651

19,651

Foreign currency translation adjustment

-

-

-

36,651

-

130,645

167,296

Net loss for the period

-

-

-

-

(915,064)

-

(915,064)

Balance, January 31, 2025

490,471,657

83,856,671

10,799,620

(750,918)

(98,314,362)

(1,150,959)

(5,559,948)

6

1. NATURE OF OPERATIONS AND GOING CONCERN

1933 Industries Inc. (the "Company") was incorporated pursuant to the provisions of the Business Corporations Act of Alberta and later continued into the Province of British Columbia. The Company is a publicly traded company with its registered office located at 300 - 1055 West Hastings Street, Vancouver, British Columbia, Canada. The Company's common shares are listed under the symbol "TGIF" on the Canadian Securities Exchange and under the symbol "TGIFF" on the OTCQX.

The Company operates in the medical and recreational cannabis sectors in Nevada, USA. Alternative Medicine Association ("AMA"), a 91% owned subsidiary of the Company, is licensed in the State of Nevada as (i) a cultivation facility; and (ii) a production facility for edible, or cannabis-infused products. Infused Mfg ("Infused"), a 100% owned subsidiary of the Company, is focused on developing, and manufacturing hemp and cannabidiol ("CBD") infused products and brands for retail sale and use in jurisdictions where permitted. During the year ended July 31, 2024, Infused operations were discontinued (Note 22).

While some states in the United States ("U.S.") have authorized the use and sale of cannabis, it remains illegal under federal law and the approach to enforcement of U.S. federal laws against cannabis is subject to change. The Company assumes certain risks due to conflicting state and federal laws because the Company engages in cannabis related activities in the U.S. The federal law relating to cannabis could be enforced at any time and this would put the Company at risk of being prosecuted and having its assets seized. The Company may be irreparably harmed by a change in enforcement policies of the federal government depending on the nature of such change.

Given the current illegality of cannabis under U.S. federal law, the Company's ability to access both public and private capital may be hindered by the fact that certain financial institutions are regulated by the U.S. federal government and are thus prohibited from providing financing to companies engaged in cannabis-related activities. The Company's ability to access public capital markets in the U.S. is directly hindered as a result. The Company may, however, be able to access public and private capital markets in Canada in order to support continuing operations.

Going concern

The Company has not yet achieved profitable operations and during the three and six months ended January 31, 2025, the Company incurred a net loss of $313,370 and $891,199, respectively (2024 - $654,155 and $1,034,566, respectively). As at January 31, 2025, the Company had an accumulated deficit of $98,314,362 (July 31, 2024 - $97,399,298) and a working capital of $682,024 (July 31, 2024 - $561,576). These factors represent a material uncertainty that may raise significant doubt regarding the Company's ability to continue as a going concern. As a result, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.

These condensed interim consolidated financial statements for the three and six months ended January 31, 2025 and 2024 ("financial statements") have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for at least the next twelve months.

The Company evaluates if the going concern assumption at each reporting period is appropriate and will consider removing the going concern and uncertainty note when the Company can depend on profitable operations or is confident of obtaining additional debt, equity or other financing to fund ongoing operations until profitability is achieved. These financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. Should the Company be unable to obtain additional capital in the future and the Company's ability to continue as a going concern be impaired, material adjustments may be necessary to these financial statements. Such adjustments could be material.

2. BASIS OF PREPARATION

a) Statement of compliance

These financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting, using accounting policies consistent with IFRS® Accounting Standards issued by the International Accounting Standards Board ("IASB") and the IFRIC® Interpretations of the IFRS Interpretations Committee. As such, these financial statements do not contain all the disclosures required by IFRS for annual financial statements and should be read in conjunction with the Company's audited consolidated financial statements for the years ended July 31, 2024 and 2023 ("Annual Financial Statements").

These financial statements were approved by the Board of Directors and authorized for issue on March 26, 2025.

2. BASIS OF PREPARATION (continued)

b) Basis of measurement

The financial statements have been prepared using the historical cost basis, except for biological assets, which are measured at fair value, as specified by IFRS Accounting Standards, as well as information presented in the consolidated statements of cash flows.

c) Functional and presentation currency

These financial statements are presented in Canadian dollars. The functional currency of the Company is the Canadian dollar. References to "CAD" are to Canadian dollars and "USD" or "USD$" are to United States dollars.

d) Basis of consolidation

These financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances are eliminated on consolidation. Control exists where the parent entity has power over the investee and is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Subsidiaries are included in the financial statements from the date control commences until the date control ceases.

A summary of the Company's subsidiaries included in these financial statements as at January 31, 2025 is as follows:

Name of subsidiary

1080034 B.C. Ltd.

0034 BC

Canada

1933 Management Services Inc.

FNM

USA

1933 Legacy Inc.

Legacy

USA

Infused Mfg LLC

Infused MFG

USA

FN Pharmaceuticals LLC

FNP

USA

Alternative Medicine Association LLC

AMA

USA

AMA Productions LLC

AMA Pro

USA

Spire Secure Logistics Inc.

Spire

Canada

Country of

Percentage

Functional

Abbreviation Incorporation

Ownership

Currency

Principal Activity

100%

CAD

Inactive

100%

USD

Holding company

100%

USD

Inactive

100%

USD

Discontinued

100%

USD

Inactive

Cannabis cultivation

91%

USD

and production

100%

USD

Inactive

100%

CAD

Inactive

3. MATERIAL ACCOUNTING POLICIES

These financial statements were prepared using accounting policies consistent with those in Note 3 to the Annual Financial Statements.

4. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of financial statements in accordance with IFRS requires the Company to make estimates and judgments, in applying accounting policies. Management continually evaluates these estimates and judgments based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates and judgments which may cause a material adjustment to the carrying amounts of assets and liabilities. The Company's interim results are not necessarily indicative of its results for a full year. The significant estimates and judgments applied in the preparation of these financial statements are consistent with those applied and disclosed in Note 4 to the Annual Financial Statements.

5. RECEIVABLES

A summary of the Company's receivables is as follows:

January 31,

July 31,

2025

2024

$

$

Trade receivables

2,584,086

1,934,292

Other

108,448

74,375

2,692,534

2,008,667

A summary of the Company's aging of receivables is as follows:

January 31,

July 31,

2025

2024

$

$

Current

1,326,334

1,214,726

1 - 30 days

669,454

480,608

31 - 60 days

246,377

199,623

61 - 90 days

193,585

63,689

> 90 days

628,269

472,387

3,064,019

2,431,033

Expected credit loss provision

(371,485)

(422,366)

2,692,534

2,008,667

A summary of the Company's Expected Credit Loss provision is as follows:

$

Balance, July 31, 2023

442,131

Provision for expected credit loss

92,511

Recovery for expected credit loss

(112,276)

Balance, July 31, 2024

422,366

Provision for expected credit loss

108,483

Recovery for expected credit loss

(159,364)

Balance, January 31, 2025

371,485

As at January 31, 2025, trade receivables are presented net of lifetime expected credit losses of $371,485 (July 31, 2024 - $422,366). During the three and six months ended January 31, 2025, general and administration included a provision for expected credit losses on trade receivables of $66,105 and 108,483, respectively (2024 - $48,446 and $55,728, respectively).

6. INVENTORY

A summary of the Company's inventory is as follows:

January 31,

July 31,

2025

2024

$

$

Raw materials

221,912

301,866

Harvested cannabis and trim

316,622

1,081,219

Cannabis oil and equivalent

421,353

281,713

Finished goods

1,141,382

1,060,727

2,101,269

2,725,525

During the three and six months ended January 31, 2025, the Company recorded $2,886,403 and $5,642,480, respectively (2024 - $2,407,069 and $3,908,640, respectively), for inventory expensed to cost of sales.

7. BIOLOGICAL ASSETS

A summary of the Company's biological assets is as follows:

$

Balance, July 31, 2023

414,075

Capitalized production costs

9,660,412

Transferred to inventory upon harvest

(9,845,503)

Effects of movement in foreign exchange

196,745

Balance, July 31, 2024

425,729

Capitalized production costs

4,000,981

Transferred to inventory upon harvest

(3,799,838)

Effects of movement in foreign exchange

33,006

Balance, January 31, 2025

659,878

As at January 31, 2025, the carrying value of biological assets comprises cannabis plants. On average, the grow cycle is approximately 13 weeks (July 31, 2024 - 13 weeks).

The fair value less costs to sell is estimated using an expected cash flow model which assumes the biological assets will grow to maturity, be harvested, converted into finished goods inventory, and sold in the retail cannabis market. The fair value measurement for biological assets is categorized as Level 3 (as defined in the fair value hierarchy - Note 19). These estimates are subject to volatility in market prices and several uncontrollable factors, which will be reflected in profit or loss on biological assets in future periods.

The following significant unobservable inputs, all of which are classified as Level 3 on the fair value hierarchy, were used by management as part of the model:

  • Selling price - calculated as the weighted average selling price for all expected grades and strains of cannabis based on actual selling prices of the fair value of cannabis forms on a per pound basis.

  • Yield per plant - represents the number of grams of finished cannabis that are expected to be obtained from each harvested cannabis plant.

  • Stage of growth - represents the weighted average number of weeks out of the expected 13-week growing cycle that cannabis plants have reached as of the measurement date.

  • Wastage - represents the weighted average percentage of cannabis plants expected to fail to mature to the point of harvest.

  • Post-harvest processing costs - calculated as the cost per gram of harvested cannabis to convert into finished dry bulk flower ready to be packaged into finished goods.

A summary of the Company's significant unobservable inputs used in the model to estimate fair value less costs to sell is as follows:

January 31,

July 31,

2025

2024

Estimated sales price per gram (1)

$3.62

$2.73

Weighted average stage of growth

6 weeks

5 weeks

Expected yield per plant

82 grams

182 grams

Wastage

1.64%

1.05%

Post-harvest processing cost per gram (2)

$1.01

$1.51

  • (1) Estimated sales price per gram input is translated from USD$2.50 (July 31, 2024 - USD$1.98).

  • (2) Post-harvest processing cost per gram input is translated from USD$0.70 (July 31, 2023 - USD$1.09).

Increases in costs required up to the point of harvest, harvesting costs and selling costs will decrease the fair value of biological assets, while increases in sales price and expected yield for the cannabis plant will increase the fair value of biological assets.

10