HPQ Silicon Inc.
Consolidated Financial Statements (unaudited) As at September 30, 2025 (in Canadian dollars) Table of contentsConsolidated Statements of Financial Position 2
Consolidated Statements of Net Loss 3
Consolidated Statements of Comprehensive Loss 4
Consolidated Statements of Changes in Equity 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7- 41
Consolidated Statements of Financial Position (unaudited)As at September 30, 2025 and December 31, 2024 (in Canadian dollars)
September 30, | December 31, | ||
Notes | 2025 | 2024 | |
$ | $ | ||
ASSETS | |||
Current | |||
Cash and cash equivalents | 6 | 1,148,607 | 676,955 |
Marketable securities | 7 | 200,000 | 326,725 |
Goods and services tax receivable | 33,121 | 200,712 | |
Investment tax credits receivable | 244,965 | 476,063 | |
Right-of-use assets | 2,759 | 8,277 | |
Prepaid expenses and other | 8 | 183,374 | 188,901 |
1,812,826 | 1,877,633 | ||
Non-current | |||
Property and equipment | 10 | 49,880 | 26,023 |
Intangible assets | 11 | 2,663,853 | 2,784,996 |
Investment accounted for using the equity method | 12 | 223,189 | 119,351 |
2,936,922 | 2,930,370 | ||
Total assets | 4,749,748 | 4,808,003 | |
LIABILITIES | |||
Current | |||
Payable to a subcontractor and other trade payables | 13 | 2,117,164 | 5,679,792 |
Due to directors | 15 | 100,000 | 100,000 |
Convertible promissory note | 14 | 50,000 | |
Royalties payable to a subcontractor | 11 | 250,000 | 928,689 |
Current portion of lease liabilities | 2,092 | 8,064 | |
2,519,256 | 5,679,792 | ||
Non-current | |||
Due to directors, officers and a company owned by a director, without | |||
interest | 15 | 1,156,506 | 1,068,006 |
Royalties payable to a subcontractor | 11 | 1,008,848 | 873,443 |
2,165,354 | 1,941,449 | ||
Total liabilities | 4,684,610 | 8,657,994 | |
EQUITY (DEFICIENCY) | |||
Share capital | 16 | 69,338,911 | 59,439,981 |
Contributed surplus | 4,137,105 | 2,299,980 | |
Accumulated other comprehensive income | 40,992 | (448) | |
Deficit | (74,312,485) | (66,391,863) | |
Equity attributable to owners (deficiency) | (795,477) | (4,652,350) | |
Non-controlling interests | 24 | 860,615 | 802,359 |
Total equity (deficiency) 65,138 (3,849,991)
Total liabilities and equity 4,749,748 4,808,003
The accompanying notes are an integral part of the consolidated financial statements.
These consolidated financial statements were approved and authorized for issue by the Board of Directors on November 26, 2025.
ON BEHALF OF THE BOARD
(s) Patrick Levasseur Director
(s) Bernard J. Tourillon Director
Quarter ending
September, 30
Period ending
September, 30
Notes | 2025 | 2024 | 2025 | 2024 | ||||
$ | $ | $ | $ | |||||
Expenses | ||||||||
Salaries and employee benefits | ||||||||
expense | 17.1 | 149,496 | 143,280 | 564,091 | 504,208 | |||
Other operating expenses | 19 | 182,407 | 263,550 | 980,852 | 775,013 | |||
Research and development costs (1) | 452,026 | 278,199 | 1,598,827 | 1,145,649 | ||||
Amortization of property and | ||||||||
equipment | 10 | (6,919) | 478,616 | 1,909 | 1,436,991 | |||
Amortization of intangible assets | 11 | 40,604 | 71,995 | 121,748 | 217,056 | |||
Operating loss | 817,614 | 1,235,640 | 3,267,427 | 4,078,917 | ||||
Other income (expenses) Finance (loss) income 20 | 174,914 | 1,146,451 | 192,488 | 1,468,819 | ||||
Finance costs 20 | (56,751) | (57,788) | (169,216) | (172,515) | ||||
investment | (2,482) | (6,219) | (14,333) | (28,390) | ||||
accounted investment | (237,633) | (2,200) | (204,329) | 2,996 | ||||
Gain on settlement of royalty | ||||||||
payable | 21,364 | - | 21,364 | - | ||||
Recovery of credit loss allowance | 8 - 9 | 303,635 | - | 284,096 | - | |||
Recovery of rights in Novacium | ||||||||
partnership agreement | - | - | - | (1,816,454) | ||||
237,633 | 1,080,244 | 110,070 | (545,544) | |||||
Net loss | (579,981) | (155,396) | (3,157,357) | (4,624,461) | ||||
Net loss attributable to: | ||||||||
Owners of the Company | (695,026) | (247,983) | (3,251,552) | (4,694,416) | ||||
Non-controlling interests | 23 | 115,045 | 92,587 | 94,195 | 69,955 | |||
(579,981) | (155,396) | (3,157,357) | (4,624,461) | |||||
Loss per share attributable to | ||||||||
owners | ||||||||
Basic and diluted loss per share | 21 | (0.00) | (0.01) | (0.00) | (0.01) | |||
Share of loss from equity-accounted Adjustment of ownership in equity-
(1)Including share-based payments of $62,170 in 2025.
The accompanying notes are an integral part of the consolidated financial statements
Consolidated Statements of Comprehensive Loss (unaudited)The period ended as at September 30, 2025 and 2024 (in Canadian dollars)
Quarter ending
September, 30
Period ending
September, 30
Notes | 2025 | 2024 | 2025 | 2024 | ||||
$ | $ | $ | $ | |||||
Net loss | (579,981) | (155,396) | (3,157,357) | (4,624,461) | ||||
Other comprehensive income item that will subsequently be reclassified to net earnings: | ||||||||
Exchange difference resulting from the conversion of a foreign subsidiary | 9,260 | 14,975 | 41,440 | 4,121 | ||||
Comprehensive loss | (570,721) | (140,421) | (3,115,917) | (4,620,340) | ||||
Comprehensive loss attributable to: Owners of the Company | (685,766) | (233,008) | (3,210,112) | (4,690,295) | ||||
Non-controlling interests | 23 | 115,045 | 92,587 | 94,195 | 69,955 | |||
(570,721) | (140,421) | (3,115,917) | (4,620,340) |
The accompanying notes are an integral part of the consolidated financial statements.
HPQ Silicon Inc. Consolidated Statements of Changes in Equity (unaudited)The period ended as at September 30, 2025 and 2024 (in Canadian dollars)
Equity attribuable to owners
Notes Share capital
Contributed Deficit surplus
Accumulated Other comprehensive
Total
Non-controlling interests
Total shareholders' equity
$ $ $ $ $ $ $
Balance at January 1st2024 56,835,710 2,931,580 (58,517,741) 5,140 1,254,689 579,493 1,834,182
Common share issuance for the settlement of | 16.1 | 88,38 | 30,316 | - | - | 118,696 | - | 118,696 | |||||
accounts payable | |||||||||||||
Exercise of options | 16.2 | 725,593 | (238,218) | - | - | 487,375 | - | 487,375 | |||||
Expiration of warrants | 16.2 | - | (340) | 340 | - | - | - | - | |||||
Recovery of rights in Novacium partnership agreement | 16.1 | 1,483,100 | 333,354 | - | - | 1,816,454 | - | 1,816,454 | |||||
59,132,783 | 2,717,032 | (58,177,741) | 5,140 | 3,677,214 | 579,493 | 4,256,707 | |||||||
Net income for the period | - | - | (4,694,416) | - | (4,694,416) | 69,955 | (4,624,461) | ||||||
Total comprehensive for the period | - | - | - | 4,121 | 4,121 | 8,482 | 12,603 | ||||||
Balance at September 30, 2024 | 59,132,783 | 2,717,032 | (62,872,157) | 9,261 | (1,013,081) | 657,93 | -355,151 | ||||||
Balance at January 1st2025 | 59,439,981 | 2,299,980 | (66,391,863) | (448) | (4,652,350) | 802,359 | (3,849,991) | ||||||
784,945 | 123,035 | - | - | 907,98 | - | 907,98 | |
16.1 | 4,397,280 | 645,860 | - | - | 5,043,140 | - | 5,043,140 |
16.1 | 535,600 | 908 | - | - | 536,508 | - | 536,508 |
16.1 | 3,722,250 | 1,948,958 | (5,593,553) | - | 77,655 | (77,655) | - |
Private placement unit issuance
Common share issuance for the settlement of accounts payable
controlling interest Issuance of shares on convertible note payable | 100,000 | - | - | - | 100,000 | - | 100,000 | ||||||
Exercise of warrants 16.2 | 34,755 | (7,755) | - | - | 27,000 | - | 27,000 | ||||||
Exercise of options 17.2 | 324,100 | (74,100) | - | - | 250,000 | - | 250,000 | ||||||
Share-based payments 17.2 | - | 198,440 | - | - | 198,440 | - | 198,440 | ||||||
Expiration of warrants 16.2 | - | (52,877) | 52,877 | - | - | - | - | ||||||
Option expiry 17.2 | - | (16,030) | 16,030 | - | - | - | - | ||||||
Option cancellation 17.2 | - | (935,670) | 935,670 | - | - | - | - | ||||||
Issuance cost | - | 6,356 | (80,094) | - | (73,738) | - | (73,738) | ||||||
69,338,911 | 4,137,105 | (71,060,933) | (448) | 2,414,635 | 724,704 | 3,139,339 | |||||||
Net income for the period | - | - | (3,251,552) | - | (3,251,552) | 94,195 | (3,157,357) | ||||||
Total comprehensive for the period | - | - | - | 41,440 | 41,440 | 41,716 | 83,156 | ||||||
Balance at September 30, 2025 | 69,338,911 | 4,137,105 | (74,312,485) | 40,992 | (795,477) | 860,615 | 65,138 | ||||||
Common share issuance for the patent acquisition Common share issuance for the increase with non-
The accompanying notes are integral part of the consolidated financial statements
5
Consolidated Statements of Cash Flows (unaudited)The period ended as at September 30, 2025 and 2024 (in Canadian dollars)
Notes | 2025 | 2024 | |||
OPERATING ACTIVITIES | $ | $ | |||
Net loss Non-cash items Share-based payments | (3,157,357) 198,440 | (4,624,461) - | |||
Amortization of intangible assets | 121,748 | 217,056 | |||
Amortization of property and equipment | 1,909 | 1,436,991 | |||
Gain on settlement of royalty payable | 6,530 | 8,983 | |||
Depreciation of right-of-use assets | (21,364) | - | |||
Net change in fair value of marketable securities | (88,097) | (1,416,631) | |||
Recovery of rights in Novacium partnership agreement | - | 1,816,454 | |||
Share of loss from equity-accounted investment | 14,333 | 28,390 | |||
Adjustment of ownership in equity-accounted investment | 204,329 | (2,996) | |||
Accretion revenues - royalties' receivable | (19,539) | (25,077) | |||
Accretion expenses - royalties payable | 169,216 | 172,515 | |||
Salaries and employee benefits expense | 88,500 | 121,250 | |||
Interest income on royalty's receivable Allowance for credit losses | - (284,096) | (18,750) - | |||
(2,765,448) | (2,286,276) | ||||
Changes in working capital items | 22 | 1,707,828 | 1,403,968 | ||
Cash flows used for operating activities | (1,057,620) | (882,308) | |||
INVESTING ACTIVITIES Additions to property and equipment | (23,098) | (4,616) | |||
Purchase of investments | (225,000) | (281,250) | |||
Disposal of investments | 439,822 | 1,143,680 | |||
Cash flows provided by investing activities | 191,724 | 857,814 | |||
FINANCING ACTIVITIES Proceeds from issue of units by private placements | 907,980 | - | |||
Proceeds from convertible note payable | 150,000 | - | |||
Proceeds from exercise of warrants | 27,000 | - | |||
Proceeds from exercise of options | 250,000 | 487,375 | |||
Repayment of dues to directors | - | (15,385) | |||
Repayment of lease liabilities | (6,984) | (8,970) | |||
Issuance cost of units | (73,738) | - | |||
Cash flows provided by financing activities | 1,254,258 | 463,020 | |||
Net change in cash | 388,362 | 438,526 | |||
Effect of exchange difference on cash | 83,290 | 11,362 | |||
Cash, beginning of the period | 676,955 | 597,404 | |||
Cash, end of the period | 1,148,607 | 1,047,292 | |||
For additional cash flows information refer to Note 22. | |||||
Cash operations Interests received from operating activities | 33,949 | 8,361 |
The accompanying notes are an integral part of the consolidated financial statements.
NATURE OF OPERATIONS
HPQ Silicon Inc. ("HPQ" or the "Company") specializes in the development of technologies related to the transformation of quartz into silicon materials and its derivatives.
GOING CONCERN AND STATEMENT OF COMPLIANCE WITH IFRS
The consolidated financial statements of the Company have been prepared in accordance with IAS 34 interim financial reporting and the basis of the going concern assumption, meaning the Company will be able to realize its assets and discharge its liabilities in the normal course of operations.
The Company has not yet generated income or positive cash flows from its operations for the period ended September 30, 2025 and December 31, 2024. As at September 30, 2025, the Company has an accumulated deficit of $74,312,485 ($66,391,863 as at December 31, 2024). The company has negative working capital of
$706,430 as at September 30, 2025 ($4,838,912 as of December 31, 2024). Management has determined that the Company has adequate resources to continue operations normally for at least the next 12 months from the date of the statement of financial position. As the Company is still in its development phase and will now focus on the innovation of silicon solutions and related technology, the Company will likely continue to operate at a loss until the technology can be commercialized, and the Company will require additional financing in order to fund future operations and expansion plans. The Company does not expect to generate revenue from product sales unless and until it successfully completes development of its silicon solutions, which may take a number of years. Until such time that it can generate significant revenue from product sales, if ever, the Company expects to finance its operations through a combination of public or private equity or debt financings or other sources. The Company currently has no committed sources of financing available. While the Company has been successful in securing financing in the past, raising additional funds is dependent on a number of factors outside the Company's control, and as such there is no assurance that it will be able to do so in the future. The ability of the Company to meet its commitments and discharge its liabilities as they become due and become profitable is dependent on the successful completion of the development of its technology and its commercial production, its ability to raise additional funding to finance these activities and the continued financial support of shareholders and lenders. The conditions mentioned above indicate the existence of a material uncertainty that may cast a significant doubt as to the Company's ability to continue as a going concern.
The carrying amounts of assets, liabilities, revenues and expenses presented in the consolidated financial statements and the classification used in the statement of financial position have not been adjusted as would be required if the going concern assumption was not appropriate. Those adjustments could be material.
There is a significant business relationship and economic dependence with the subcontractor, PyroGenesis Inc. (''PyroGenesis'' or ''subcontractor''), which is a shareholder of HPQ. HPQ does business with PyroGenesis for its research and development activities involving the plasma-based process, the latter is a company that develops plasma reactors in a closed-loop furnace. Under agreements with the Company or its subsidiaries, PyroGenesis provides engineering services and assembles the equipment and the Company pays the costs upon presentation of invoices for the work performed. The QRR PUREVAPTMequipment is located on the premises of PyroGenesis. The assets acquired with the subcontractor, PyroGenesis, as well as the related royalties' payable are described in Note 10 and 11. The expenses recorded in 2024 relating to expenses generated with PyroGenesis are $284,021 in research and development costs.
During the period of 2025, the Company settled a total amount of liabilities due to PyroGenesis of $4,941,440 by the issuance of 17,968,873 units (Note 16.1 (d)).
GENERAL INFORMATION
HPQ is incorporated under the Canada Business Corporations Act. The address of the registered office and its principal place of business is 3000 Omer-Lavallée Street, office 306, Montreal, Quebec, Canada. HPQ shares are listed on the TSX Venture Exchange.
MATERIAL ACCOUNTING POLICIES
Overall considerations
The material accounting policies that have been applied in the preparation of these consolidated financial statements are summarized below.
Principle of consolidation
The Company's consolidated financial statements include the accounts of the parent company and the subsidiaries it controls. Control exists when an investor is exposed, or has rights, to variable returns from its involvement with an investee and has the ability to affect those returns through its power over the investee. Subsidiaries are included in the consolidated financial statements from the date control is obtained until the date control ceases. Where the Company's interest in a subsidiary is less than 100%, the Company recognizes non-controlling interests. All intercompany balances, transactions, income, expenses, profits, and losses, including unrealized gains and losses have been eliminated on consolidation. When the Company ceases to have control; any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture, or financial asset.
The following table presents detailed information on the subsidiaries and affiliated companies held by the Company at the end of the financial reporting period.
Name Principal activities
Country of incorporation
Percentages held by the Company
June 30,
2025
December 31,
2024
HPQ Energies Inc.
Manufacture of silicon
Canada
100 %
100%
("HPQ Energies")
Materials for Energy
Production
HPQ Silica Polvere
Manufacture of Fumed
Canada
100 %
100%
Inc. ("HPQ Polvere")
Silica
NOVACIUM S.A.S.
("Novacium") (1)
Research and development of products made of silicon
France
28,4 %
20%
and its derivatives
With regard to Novacium, since June 7, 2022, the Company exercises control through the holding of a preferred share granting it a right of veto over decisions that have a significant impact on the relevant activities of this affiliated company. This preferred share was created on a temporary basis, until the Company increases its ownership interest in the share capital of Novacium.
(1)On February 26 , 2025, the Company increased its interest from 20% to 28.4% through the issuance of 17,312,790 units (Note 16.1 (f)).
4. MATERIAL ACCOUNTING POLICIES (continued)
Investment in associate
The associate is an entity over which the Company is able to exert significant influence, but which is not a subsidiary. Investments in the associate are initially recognized at cost and subsequently accounted for using the equity method.
Functional and presentation currency
The Company and its subsidiaries each determine their functional currency based on the currency of the primary economic environment in which they operate. Transactions denominated in a currency other than the functional currency of the entity are translated at the exchange rate in effect on the transaction date. Related exchange differences are included in each entity's net income for the period in which they arise.
Financial Instruments Recognition and derecognition
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument.
Financial assets and liabilities are initially measured at fair value adjusted for transaction costs, if applicable.
Financial assets are derecognized when the contractual rights to cash flows from a financial asset expire, or when a financial asset and substantially all risks and rewards are transferred. A financial liability is derecognized in the event of termination, extinction, cancellation or expiration.
The classification of financial instruments under IFRS 9 is based on the entity's business model and the characteristics of the contractual cash flows of the financial asset or liability.
Classification and initial valuation of financial assets
Financial assets are classified into one of the following categories:
Amortized cost;
Fair value through profit or loss ("FVTPL");
All income and expenses relating to financial assets recognized in profit or loss are presented in finance costs or financial income.
Subsequent measurement of financial assets Financial assets
Financial assets are measured at amortized cost if they meet the following conditions:
They are held according to an economic model whose objective is to hold financial assets in order to collect the contractual cash flows;
The contractual terms of the financial assets give rise to cash flows that correspond solely to repayments of principal and interest payments on the principal outstanding.
After initial recognition, they are measured at amortized cost using the effective interest rate method. Royalties' receivables are included in this category of financial instruments.
Financial assets that are held in a different economic model other than "holding for the purpose of collection" or "holding for the purpose of collection and sale" are classified in the FVTPL category.
MATERIAL ACCOUNTING POLICIES (continued)
Financial instruments (continued)
Financial assets at fair value through profit or loss ("FVTPL")
The class includes the marketable securities of a quoted company as an equity investment.
Assets in this category are measured at fair value and gains or losses are recognized in net income. The fair value of financial assets in this category is determined based on transactions in an active market or by applying a valuation technique when there is no active market.
Impairment of financial assets
The impairment provisions in IFRS 9 use more forward-looking information, the expected future credit loss model.
The recognition of credit losses is no longer dependent on the identification of a credit loss event by the Company. Rather, it must take into account an expanded range of information for assessing credit risk and assessing expected credit losses, including past events, current circumstances, and reasonable and justifiable forecasts that affect expected recoverability of future cash flows of the financial instrument.
The estimate of expected credit losses is determined at each reporting date to reflect changes in credit risk since the initial recognition of the related financial asset.
Classification and measurement of financial liabilities
The Company's financial liabilities include trade payables and other payables (excluding salaries and personnel expenses), royalties payable, due to directors and officers (current and non-current liabilities), and to a corporation owned by a director (excluding salaries and personnel expenses).
Basic and diluted loss per share
Basic loss per share is calculated by dividing the loss attributable to common equity holders of the Company by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by adjusting loss attributable to common equity holders of the Company, and the weighted average number of common shares outstanding, for the effects of all dilutive potential common shares which include share options, brokers' warrants, brokers' units and warrants. Dilutive potential common shares shall be deemed to have been converted into common shares at the average market price at the beginning of the period or, if later, at the date of issue of the potential common shares.
Investment tax credits receivable
Tax credits are recognized as a reduction of the cost of assets acquired and on estimates made by management. The Company records these tax credits when there is reasonable assurance with regards to collections and assessments and that the Company will comply with the conditions associated to them. Adjustments required, if any, are reflected in the year when such assessments are received.
Property and equipment
Property and equipment are held at cost less accumulated amortization and accumulated impairment losses. Cost includes all costs incurred initially to acquire or construct an item of property and equipment. Amortization is recognized on a straight-line basis to reduce the cost to its estimated residual value, with a constant charge over the useful life of the asset.
Equipment and leasehold improvements are amortized on a straight-line basis over a period of 3 to 10 years and equipment under construction will be amortized on a straight-line basis over a period of 3 to 10 years when they are ready for use.
4. MATERIAL ACCOUNTING POLICIES (continued)
Intangible assets
Patents and intellectual property are intangible assets measured at historical cost less accumulated amortization and accumulated impairment losses, if any. The cost of patents consists of the cost of patent applications. The cost of intellectual property is initially comprised of the acquisition cost. Amortization is calculated on a straight-line basis over the estimated useful life of the patent and intellectual property, which is valued at 17 and 21 years, respectively. The amortization period and amortization method are reviewed annually and adjusted prospectively as required.
Impairment of assets
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at a cash-generating unit level.
Whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, an asset or cash-generating unit is subject to an impairment test, with the exception of the equipment under construction and intangible assets that are not yet ready for use.
Intangible assets that are not yet ready for use must be tested for impairment annually.
An impairment loss is recognized for the amount by which the asset's (or cash-generating unit's) carrying amount exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use. To determine the value-in-use, management estimates expected futures cash flows from each cash-generating unit and determines a suitable discount rate in order to calculate the present value of those cash flows. Discount factors are determined individually for each cash-generating unit and reflect current market assessments of the time value of money and asset-specific risk factors.
An impairment loss is recognized in profit or loss for the amount by which the assets or cash-generating unit's carrying amount exceeds its recoverable amount. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less cost to sell and its value in use.
An impairment charge is reversed if the assets or cash-generating unit's recoverable amount exceeds it carrying amount.
Provisions and contingent liabilities
All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. No provision was recognized in the consolidated statements of financial position at September 30, 2025 and December 31, 2024 other than the provision for credit loss.
Income taxes
Tax expenses recognized in profit or loss comprises the sum of deferred tax and current tax not recognized directly in equity.
Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Deferred income taxes are calculated using the liability method.
Deferred tax assets are recognized to the extent that it is probable that the underlying tax loss or deductible temporary difference will be utilized against future taxable income. This is assessed based on the Company's forecast of future operating results, adjusted for significant non-taxable income and expenses and specific limits on the use of any unused tax loss or credit.
MATERIAL ACCOUNTING POLICIES (continued)
Income taxes (continued)
Deferred tax liabilities are generally recognized in full, although IAS 12 "Income Taxes" specifies limited exemptions. As a result of these exemptions, the Company does not recognize deferred tax on temporary differences relating to goodwill, or to its investments in subsidiaries.
Research and development expenses
Research costs are charges to the consolidated statement of (loss) earning in the period they are incurred and are included under ''operating expenses, net amount''. Development expenses which are directly attributable expenses, either internal or external, are charged to the consolidated statement of (loss) earning, except if the Company can demonstrate all of the following (in that case capitalised as an intangible asset - development costs):
the technical feasibility of completing the intangible asset so that it will be available for use or sale;
its intention to complete the intangible asset and to use or sell it;
its ability to use or sell the intangible asset;
how the intangible asset will generate probable future economic benefits. Among other things, the Company can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself, or, to be used internally, the usefulness of intangible asset;
the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
its ability to measure reliably the expenditure attributable to the intangible asset during its development.
Equity
Share capital represents the amount received on the issue of shares. If shares are issued when share options, brokers' warrants, brokers' units or warrants are exercised, the share capital account also comprises the compensation costs or the value of the stock options, warrants or brokers' warrants previously recorded as contributed surplus.
Unit placements
Proceeds from unit placements are allocated between shares and warrants issued using the residual method. Proceeds are first allocated to the shares according to the quoted price of existing shares at the time of issuance and any residual in the proceeds is allocated to warrants.
Equity-settled share-based payments
The Company operates an equity-settled share-based payment plan for its eligible directors, officers, employees and consultants. The Company's plan does not feature any option for a cash settlement.
All goods and services received in exchange for the grant of any share-based payments are measured at their fair values, unless that fair value cannot be estimated reliably. If the Company cannot estimate reliably the fair value of the goods or services received, the Company shall measure their value indirectly by reference to the fair value of the equity instruments granted. For the transactions with employees and others providing similar services, the Company measured the fair value of the services rendered by reference to the fair value of the equity instruments granted.
MATERIAL ACCOUNTING POLICIES (continued)
Equity-settled share-based payments (continued)
All equity-settled share-based payments (except brokers' warrants, brokers' units and brokers' options) are ultimately recognized as an expense in profit or loss, depending on the nature of the payment with a corresponding credit to Contributed surplus, in equity. Equity-settled share-based payments to brokers, in respect of an equity financing are recognized as issuance costs of the equity instruments with a corresponding credit to contributed surplus, in equity.
Segmental reporting
The Company presents and discloses segmental information based on information that is regularly reviewed by the chief operating decision maker, i.e. the Chairman and the Board of Directors. The Company has determined that there was only one operating segment, being the sector of the transformation of quartz into silicon materials and derivative products.
New accounting standards adopted
IAS 1 Presentation of Financial Statements
The amendments relate to the classification of liabilities as current or non-current and include clarifications on classification (current or non-current).
IFRS 16 Leases - lease liability in case of sale and leaseback
The amendments introduce a new accounting model that affects how a seller-turned-tenant accounts for variable lease payments resulting from a lease-back transaction.
IAS 7 Statement of cash flows & IFRS 7 Financial instruments: Disclosure - Supplier finance arrangements
The amendments introduce new communication objectives for a company to provide information on its supplier financing agreements that would enable investors to assess the impact of these agreements on liabilities, cash flows and exposure to the company's liquidity risk. The new disclosure should also include the type and effect of non-cash changes in the book value of financial liabilities that are part of a funding agreement with a supplier.
The adoption of these new accounting standards did not have a material impact on the Company's financial statements.
New accounting standards not yet adopted
As at the date of authorization of these consolidated financial statements, new standards, amendments to existing standards, and new interpretations had been issued but were not yet effective, and the Company has not early adopted them.
Management anticipates that all relevant pronouncements will be adopted in the Company's accounting policies for the first financial year beginning after the effective date of each pronouncement. Information on new standards, amendments, and interpretations that are expected to be relevant to the Company's consolidated financial statements is provided below.
Certain other new standards and interpretations have been issued, but are not expected to have a significant impact on the Company's consolidated financial statements.
MATERIAL ACCOUNTING POLICIES (continued)
4.18 New accounting standards not yet adopted (continued)
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations.
It also requires disclosure of newly defined management-defined performance measures in a single note, subtotals of income and expenses, and includes new requirements for aggregation and disaggregation of financial information based on the identified "roles" of the primary financial statements (PFS) and the notes.
In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows, which include changing the starting point for determining cash flows from operations under the indirect method, from "profit or loss" to "operating profit or loss" and removing the optionality around classification of cash flows from dividends and interest.
IFRS 18 and the amendments to the other standards are effective for reporting periods beginning on or after January 1, 2027, with earlier application permitted. IFRS 18 will apply retrospectively with specific transition provisions.
Amendments to the Classification and Measurement of Financial Instruments
Amendments to the classification and measurement of financial instruments were issued in May 2024 in response to feedback received during the post-implementation review of the classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures.
These amendments are effective for annual periods beginning on or after January 1, 2026. The amendments clarify:
when a financial liability settled via an electronic payment system may be considered settled prior to the actual settlement date;
how to assess the contractual cash flow characteristics of financial assets with contingent features, where the nature of the contingent event is not directly linked to changes in basic lending risks and costs; and
new or amended disclosure requirements relating to investments in equity instruments designated at fair value through other comprehensive income, and to financial instruments with contingent features not directly related to the basic lending risks and costs.
JUDGMENTS, ESTIMATES AND ASSUMPTIONS
When preparing the consolidated financial statements, management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses.
Significant management judgments
The following are significant management judgments in applying the accounting policies of the Company that have the most significant effect on the consolidated financial statements.
JUDGMENTS, ESTIMATES AND ASSUMPTIONS (continued)
Significant management judgments (continued)
Determination of control, joint control or significant influence over a business
The Company is required to exercise judgment when assessing the level of control or influence it has over its investees, taking into account, in particular, how decisions about the relevant activities of the investee are made, whether the rights held by other parties are protective or substantive in nature, and the Company's ability to influence the returns of the investee. The Company must also apply judgment in identifying related parties.
Going concern
The assessment of the Company's ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating expenditures, meets its liabilities for the ensuing year, and to fund planned and contractual scientific research and experimental development, involves significant judgment based on historical experience and other factors including expectation of future events that are believed to be reasonable under the circumstances. See Note 2 for more information.
Impairment indicators
The Company performs an evaluation of facts and circumstances from internal and external sources demonstrating the existence of potential indicators of impairment. Significant judgments are required in evaluating impairment indicators.
Identification of Cash-Generating Units ("CGU")
The Company exercises judgment in identifying and grouping its assets at the lowest levels that generate largely independent cash flows.
Conversion of royalties payable
As described in notes 2 and 11, there is a significant business relationship and significant economic dependence with the subcontractor, PyroGenesis, which holds shares in the Company. In addition, certain subsidiaries of the Company have the obligation to pay perpetual royalties of 10 % of future sales of product or fixed minimum annual amounts related to intellectual property purchased from PyroGenesis. On May 29, 2024, PyroGenesis notified the company of its intention to covert its royalties into a number equal to the number of shares held by HPQ in the HPQ Polvere subsidiary. The conversion right in the HPQ Energies Inc. subsidiary ceased on March 24, 2024, upon handover of the underlying NRSi intellectual property to PyroGenesis. The Company has assessed that PyroGenesis has neither de-facto control over the Company, given the fact that it does not have the ability to direct the relevant activities of the Company unilaterally, nor does it exercise significant influence over the Company. The Company considered the substance of the arrangement and agreements with PyroGenesis, the latter's percentage shareholding of the Company, combined with the Company's s obligation to pay royalties on future sales, the timing of such sales and the probability of conversion of such royalties into 50 % of the shares held by HPQ in a subsidiary of the Company.
Assumptions and estimation uncertainty
Information about estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses are discussed below. Actual results may be substantially different.
5. JUDGMENTS, ESTIMATES AND ASSUMPTIONS (continued)
Assumptions and estimation uncertainty (continued)
Investment tax credits receivable
The calculation of the Company's refundable tax credit of scientific research and experimental development tax credits involves a degree of estimation and judgment with respect to certain items whose tax treatment cannot be finally determined until a notice of assessment has been issued by the relevant taxation authority and payment has been received. Differences arising between the actual results following final resolution of some of these items and the assumptions made could necessitate adjustments to the refundable tax credit, refundable tax credit for scientific research and experimental development, property and equipment and income tax expense in future periods. See Note 4.7 for more information.
Impairment of assets
When an indication of an impairment loss or a reversal of an impairment loss exists, the recoverable amount of the individual asset or the cash-generating units must be estimated.
In assessing impairment, the Company must make some estimates and assumptions regarding future circumstances. Estimates and assumptions may change if new information becomes available. If, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalized is written off in profit or loss in the period when the new information becomes available.
Impairment of property and equipment and intangible assets
In assessing impairment, management estimates the recoverable amount of each cash-generating asset or unit based on future cash flows and uses an interest rate to discount them. The uncertainty in the estimates is related to assumptions about future operating results and the determination of an appropriate discount rate.
During the year ended December 31, 2024, the Company recorded a net write-off of $1,484,644 on intangible assets.
CASH AND CASH EQUIVALENTS
As at September 30, 2025 and December 31, 2024 , cash and cash equivalents include a non-interest bearing bank account and an interest bearing term deposit which is detailed as follows:
September 30, 2025 December 31, 2024
$ Interest rate $ Interest rate
Account without interest
332,057
-
77,715
-
Demand deposit
816,550
3.38% - 3,62%
599,240
3.13% - 3,62%
Total
1,148,607
676,955
Term deposits are for 6 months, automatically renewable for the same period for a total term of 18 months is Company's withdrawal. An early repayment is subject to a notice period of 32 calendar days from the date the bank receives the request.
MARKETABLE SECURITIES
The Company holds shares in various public companies. During the period ended September 30, 2025, these shares were valued at fair market value, resulting in a gain of $88,097 (gain of $783,931 as at December 31, 2024).
As at December 31, 2024, the Company held 1,500,000 warrants of Québec Innovative Materials Corp. ("QIMC") exercisable at a price of $0.15/share. The fair value of the share purchase warrants was valued at
$96,000. As at September 30, 2025, the Company holds 500,000 common shares (600,000 shares as at December 31, 2024), and the quoted market price of QIMC's shares was $0.40 ($0.11 as at December 31, 2024)..
As at December 31, 2024, the Company held 725,000 PyroGenesis warrants exercisable at an average price of
$0.75 per share. The fair value of the share purchase warrants was estimated at $7,975 as at December 31, 2024. The Company also held 275,000 common shares as at December 31, 2024, and the quoted market price of the shares was $0.57.
The following table summarizes the information on marketable securities for the periods presented:
September 30, 2025 | December 31, 2024 | ||
$ | $ | ||
Balance at January 1st | 326,725 | 676,493 | |
Acquisition (a) | 225,000 | 281,250 | |
Disposed (b) | (439,822) | (1,387,524) | |
Change in fair market value (c) | 88,097 | 756,506 | |
200,000 | 326,725 |
During the month of March 2023, the Company acquired 900,000 units consisting of one common share and one warrant of PyroGenesis for a total value of $900,000. Each warrant is exercisable at a price of
$0.75 as at December 31, 2024) over a period of 2 years expiring on March 7, 2025.
For the year ended of 2024, the Company exercised 375,000 PyroGenesis warrants for a total amount of
$281,250, as detailed below:
On August 13, 2024, 100,000 warrants were exercised for a total amount of $75,000. On August 22, 2024, 100,000 warrants were exercised for a total amount of $75,000. On August 29, 2024, 100,000 warrants were exercised for a total amount of $75,000. On September 23, 2024, 100,000 warrants were exercised for a total amount of $56,250.
For the period ended of September 30, 2025, the Company exercised 1,500,000 Québec Innovative Materials Corp. ("QIMC") warrants for a total amount of $225,000, as detailed below:
On August 11, 2025, 500,000 warrants were exercised for a total amount of $75,000. On August 25, 2025, 500,000 warrants were exercised for a total amount of $75,000. On August 27, 2025, 500,000 warrants were exercised for a total amount of $75,000.
MARKETABLE SECURITIES (continued)
The Company disposed of 275,000 shares of PyroGenesis (1,400,000 shares as at December 31,2024) and 1,600,000 shares of QIMC (2,400,000 shares as at December 31, 2024) for a total amount of $439,822 ($1,387,524 as at December 31, 2024), realizing a gain of $50,903 (loss of $177,360 as at December 31, 2024).
The Company's shares in public companies are classified at FVTPL and are recorded at fair value using quoted market prices as at September 30, 2025 and are therefore classified as Level 1 within the fair value hierarchy.
The warrants in various public companies are classified at FVTPL and are recorded at fair value using a Black-Scholes pricing model with observable market inputs and are therefore classified as Level 2 within the fair value hierarchy.
For the change in the fair value of the QIMC warrants as at December 31, 2024, the following assumptions: share price of $0.11, risk-free interest rate of 2.92%, expected warrant life of 0.67 years, volatility rate of 221%, and a dividend yield of 0%.
For the change in the fair value of the PyroGenesis warrants as at December 31, 2024, the following assumptions were used: share price of $0.57, risk-free interest rate of 2.92%, expected warrant life of 0.18 years, volatility rate of 58%, and a dividend yield of 0%.
PREPAID EXPENSES AND OTHER
As of September 30, 2025 and December 31, 2024, prepaid and other expenses are detailed as follows:
September 30,
2025
December 31,
2024
$
$
Prepaid expenses
153,471
113,911
Interest receivable and other receivables
29,803
149,990
Balance, end
183,374
263,901
Allowance for credit loss
-
(75,000)
Net Balance at End
183,374
188,901
As at December 31, 2024, an allowance for credit loss was recorded for the full amount of interest receivable of $75,000 in relation to royalties receivable (Note 9).
ROYALTIES RECEIVABLE
During the 2021 fiscal year, the Company received 166,667 common shares of Beauce Gold Fields Inc. ("BGF") in settlement of a royalty receivable from COB in the form of an NSR valued at $50,000. Following the debt settlement, the Company recognized an increase of $9,770 in its investment and a loss of $40,230 in net income.
On June 23, 2022, an addendum was signed to modify the initial terms of the agreement signed in 2017 with BGF. The NSR payments for each of the subsequent years have been replaced by a 10% annual interest, the
$250,000 royalty is non-transferable and the due date is December 31, 2025 including unpaid interests. As at March 31, 2025, the balance of interest receivable is $81,250 ($75,000 as at December 31, 2024). On July 23, 2025, the Company received 3,225,000 common shares of COB as repayment of the royalty receivable as well as the related interest.
9. ROYALTIES RECEIVABLE (continued)
September 30,
2025
December 31,
2024
$
$
Balance, beginning
-
174,886
Accretion charge
19,539
34,211
Balance, end
19,539
209,097
Allowance for credit losses
(19,539)
(209,097)
Net Balance at End
-
-
The fair value of the royalties' receivable was estimated as at June 23, 2022, using a present value technique, immediately prior to the modification date. The revalued fair value of $133,772 was estimated based on the probability of cash outflows over a 3 years at 18%, which is the interest rate for similar financial instruments. Undiscounted cash inflows are $250,000 and reflect management's estimate of the timing of royalty repayment.
As at December 31, 2024, a provision for credit risk was recognized for the full amount receivable of $209,097 due to significant uncertainties regarding the recoverability of the respective amount.
PROPERTY AND EQUIPMENT
Property and equipment of the Company are composed of leasehold improvements and equipment. The
$5,022,500 equipment and rental improvements of $344,000 pertain to the QRR PUREVAPTMprocess pilot plant located at the subcontractor's facilities.
The carrying value is set out as follows:
Leasehold improvements $ | Equipment $ | Total $ | |
Gross carrying value Balance at January 1, 2025 | 344,000 | 5,083,735 | 5,427,735 |
Acquisition | - | 23,098 | 23,098 |
Write-off | (344,000) | (5,022,500) | (5,366,500) |
Effect of foreign exchange | - | 5,923 | 5,923 |
Balance at September 30, 2025 | - | 90,256 | 90,256 |
Accumulated depreciation Balance at January 1, 2025 | 344,000 | 5,057,712 | 5,401,712 |
Depreciation | - | 1,909 | 1,909 |
Write-off | (344,000) | (5,022,500) | (5,366,500) |
Effect of foreign exchange | - | 3,255 | 3,255 |
Balance at September 30, 2025 | - | 40,376 | 40,376 |
Carrying value at September 30, 2025 | - | 49,880 | 49,880 |
10. PROPERTY AND EQUIPMENT (continued)
Leasehold improvements $ | Equipment $ | Total $ | |
Gross carrying value Balance at January 1, 2024 | 344,000 | 5,072,587 | 5,416,587 |
Acquisition | - | 9,759 | 9,759 |
Effect of foreign exchange | - | 1,389 | 1,389 |
Balance at December 31, 2024 | 344,000 | 5,083,735 | 5,427,735 |
Accumulated depreciation Balance at January 1, 2024 | 229,333 | 3,254,334 | 3,483,667 |
Depreciation | 114,667 | 1,802,754 | 1,917,421 |
Effect of foreign exchange | - | 624 | 624 |
Balance at December 31, 2024 | 344,000 | 5,057,712 | 5,401,712 |
Carrying value at December 31, 2024 | - | 26,023 | 26,023 |
11. INTANGIBLE ASSETS
Fumed Silica
On June 30, 2021, the Company acquired intellectual property for the production of fumed silica materials. Pursuant to the purchase agreement, the Company is committed to pay to the seller an annual royalty equal to 10% of net revenues, excluding the samples and testing products (as defined in the agreement) generated from the exploitation of the acquired technology or the minimum amounts per the agreement not exceeding total sales. Also, the seller is being granted the right to convert, at any time and at its sole discretion, its royalties into a 50% equity stake of HPQ Polvere. An amount of $3,300,000 paid in cash was recorded as the cost of intellectual property. No royalties to be paid are recorded for this process as of March 31, 2025 and December 31, 2024.
Under this agreement, the minimum annual royalty amounts not exceeding total sales owed when there is income are as follows:
PUREVAP™ QRR
$
2025 150,000
2026 and after 200,000
On July 29, 2016, the Company acquired PUREVAP™ QRR technology from PyroGenesis for the transformation of quartz into silicon metal of high purity. Pursuant to the purchase agreement, the Company is committed to pay to the seller the greater of an annual royalty equal to 10% of net revenues (as defined in the agreement) generated from the exploitation of the acquired technology or the minimum annual amounts per the agreement are as follows:
$
2025 and after 250,000
11. INTANGIBLE ASSETS (continued) PUREVAP™ QRR (continued)
The intellectual property and its related liability in relation to royalties payable, were recognized upon acquisition for a total amount of $815,427 and were calculated based on estimated cash flows under the agreement over a period of 20 years at a rate of 22%. The amount of $50,000 recorded as a deposit in 2015 was reversed at the cost of the intellectual property. In 2016, an amount of $1,000,000 paid in cash was recorded at the cost of the intellectual property.
Management uses its judgment to estimate the amount of royalties payable under the QRR PUREVAP™ technology acquisition agreement. Estimation uncertainty is related to net revenue assumptions and the determination of a suitable discount rate.
The following table shows the distribution technology as at September 30, 2025: | of | royalty payments to | be paid | according | to PUREVAP™ |
QRR | NSiR | Total | |||
$ | $ | $ | |||
Balance at January 1, 2025 | 1,589 632 | 212,500 | 1,802,132 | ||
Accretion expenses | 169,216 | - | 169,216 | ||
Payment | (500,000) | (212,500) | (712,500) | ||
Balance at September 30, 2025 | 1,258,848 | - | 1,258,848 | ||
Current | 250,000 | - | 250,000 | ||
Non-current | 1,008,848 | - | 1,008,848 | ||
1,258,848 | - | 1,258,848 |
On January 15, 2025, the Company completed a debt settlement with PyroGenesis, which included the payment of $500,000 in royalties payable related to QRR and $212,500 related to NSiR (Note 16.1 (d)).
INTANGIBLE ASSETS (continued) PUREVAP™ QRR (continued)
The following table shows the distribution of royalty payments to be paid according to PUREVAP™ technology as at December 31, 2024:
QRR NSiR Total
$ $ $
Balance at January 1, 2024 1,359,329 212,500 1,571,829
Accretion expenses 230,303 - 230,303 Payment
Balance at December 31, 2024 1,589,632 212,500 1,802,132
Current 716,189 212,500 928,689
Non-current 873,443 - 873,443
1,589,632 212,500 1,802,132
During the year of 2024, and after reviewing market conditions, the Company concluded that there are significant indicators of impairment for the PUREVAP™ technology. Furthermore, HPQ has changed its strategic plan and will focus its financing and development activities on fumed Silica technology. The Company wrote off the total carrying value of the intellectual property of $1,865,427 with the corresponding amortization of $548,655 and the carrying value of the related patents of $233,820 with the corresponding amortization of
$65,948 for a total net expense of $1,484,644.
The Company's intangible assets include patents and intellectual property. The carrying value is as follows:
Patents
$
Intellectual property
$
Total
$
Gross carrying value
Balance at January 1, 2025
61,192
3,300,001
3,361,193
Effect of foreign exchange
2,548
-
2,548
Balance as at September 30, 2025
63,740
3,300,001
3,363,741
Accumulated depreciation
Balance at January 1, 2025
26,198
549,999
576,197
Depreciation
3,890
78,572
121,748
Effect of foreign exchange
1,943
-
1,943
Balance as at September 30, 2025
32,031
628,571
699,888
Carrying value at September 30, 2025
31,709
2,671,430
2,663,853
INTANGIBLE ASSETS (continued) PUREVAP™ QRR (continued)
Patents
$
Intellectual property
$
Total
$
Gross carrying value
Balance at January 1, 2024
294,330
5,165,428
5,459,758
Write-off
(233,820)
(1,865,427)
(2,099,247)
Effect of foreign exchange
682
-
682
Balance as at December 31, 2024
61,192
3,300,001
3,361,193
Accumulated depreciation
Balance at January 1, 2024
68,141
831,781
899,922
Depreciation
23,616
266,873
290,489
Write-off
(65,948)
(548,655)
(614,603)
Effect of foreign exchange
389
-
389
Balance as at December 31, 2024
26,198
549,999
576,197
Carrying value at December 31, 2024
34,994
2,750,002
2,784,996
An amount of $121,748 ($290,489 as at December 31, 2024) is presented in Amortization of intangible assets.
INVESTMENT ACCOUNTED FOR USING THE EQUITY METHOD
On September 30, 2025, the Company holds the 5.72% (3.35% as at December 31, 2024) voting and equity interest in BGF. The investment is accounted for using the equity method since December 2018. Although the Company holds less than 20% of the voting rights, it has concluded that it exercises significant influence over it, in particular because of the representation it has on the Board of Directors. As at September 30, 2025, the fair value of the investment amounts to $281,781($91,104 as at December 31, 2024).
The aggregate amount of the associate can be summarized as follows: | ||
July 31, 2025 | October 31, 2024 | |
$ | $ | |
Current assets | 258,222 | 152,204 |
Non-current assets | 4,758,747 | 4,472,164 |
Current liabilities | 304,164 | 610,169 |
Non-current liabilities | 452,784 | 203,068 |
Net and total loss of comprehensive income | 451,265 | 834,248 |
INVESTMENT ACCOUNTED FOR USING THE EQUITY METHOD (continued)
A reconciliation of the summarized financial information with the carrying value of the investment is as follows:
July 31,
2025
$
October 31,
2024
$
Total net assets
4,150,656
3,811,131
Contributed surplus not attached to ordinary shareholders
(245,898)
(248,898)
3,904,758
3,565,233
Portion of the interest held by the Company
5.72%
3.35%
223,189
119,351
The Company has not incurred any contingent liabilities or other commitments relating to its investment in this associate.
On July 23, 2025, the Company received 3,225,000 common shares as settlement of the royalty receivable as well as the interest receivable, for a total amount of $322,500.
During the period ended September 30, 2025, COB issued shares through private placements and debt settlements. These issuances increased the Company's ownership interest from 3.35% to 5.72%.
TRADE AND OTHER PAYABLES
September 30,
December 31,
2025
2024
$
$
Trade accounts
387,900
336,446
Payable to a subcontractor
594,423
4,598,766
Salaries payable
146,250
103,750
Other
988,591
640,830
2,117,164
5,679,792
On January 15, 2025, the Company completed a debt settlement with PyroGenesis, including an amount of
$798,940 related to debt owed to a subcontractor (Note 15.1 (d)).
CONVERTIBLE PROMISSORY NOTE
On August 20, 2025, the Company entered into a loan agreement with a related party in the amount of $150,000. The loan has a 90-day term, is unsecured, bears no interest, and is not linked to any of the Company's assets. At the time of repayment, the lender may elect to convert the loan into units at a price of $0.18 per unit. Each unit will consist of one common share and one common share purchase warrant of the Company. Each warrant will entitle the holder to purchase one common share of the Company at an exercise price of $0.25 for a period of 48 months from the date of issuance of the units.
On September 16, 2025, the Company issued 555,555 units to settle the note payable with a carrying amount of $100,000.
DUE TO DIRECTORS, OFFICERS AND A COMPANY OWNED BY A DIRECTOR
The Company owes to directors, officers and a company owned by a director some salaries and remuneration for a nominal value of $1,256,506 (2024: $1,168,006). The Company has obtained confirmation for said nominal value of $1,156,506 in debts (2024: $1,068,006), that they will not request payment thereof prior to 12 months plus one day following June 30, 2025. These amounts are classified as non-current liabilities. The remaining amount of $100,000 (2024: $100,000) has been classified as current liabilities and presented as due to the directors.
EQUITY
Share capital
The authorized share capital of the Corporation consists of an unlimited number of common shares without par value. They are voting, participating and eligible to receive the dividends.
September 30,
2025
Number of shares
December 31,
2024
Number of shares
Shares issued at the beginning | 377,615,828 | 367,296,688 |
Private placements (i) (j) | 5,044,331 | - |
Issuance for the payment of accounts payable (a) (b) (d) (h) | 18,533,873 | 396,000 |
Issuance for patent acquisition (e) (g) | 2,337,878 | - |
Issuance for convertible promissory note (k) | 555,555 | |
Issuance related to the increase in ownership interest in a non- | ||
controlling interest entity (f) | 17,312,790 | - |
Reassortion of rights in Novacium partnership agreement (c) | - | 6,898,140 |
Exercise of options (l) | 1,000,000 | 2,925,000 |
Exercise of warrants (m) | 100,000 | 100,000 |
Total shares issued and fully paid at the end | 422,500,255 | 377,615,828 |
On January 14, 2024, the Company settled a trade account payable of $49,680 by the issuance of 216,000 units. Each unit consists of one common share and one warrant. Each warrant entitles the holder thereof to acquire one common share of the Company at a price of $0.27 per share for 24 months following the closing date of the transaction.
On January 26, 2024, the Company settled a trade account payable of $38,700 by the issuance of 180,000 units. Each unit consists of one common share and one warrant. Each warrant entitles the holder thereof to acquire one common share of the Company at a price of $0.32 per share for 24 months following the closing date of the transaction.
On June 21, 2024, the Company has completed an issuance of 6,898,140 units for a value of $1,483,100 (the equivalent of 1,000,000 euros) to pay the reassertion of the Novacium agreement. Each unit is composed of one common share and one-half of a warrant. Each warrant entitles its holder to acquire one common share of the Company at a price of $0.30 per share for 48 months following the closing date of the transaction on June 4, 2024. An amount of $34,491 related to warrants was recorded in increase to contributed surplus.
EQUITY (continued)
Share capital (continued)
On January 15, 2025, the Company settled a total amount of liabilities due to PyroGenesis of $4,941,440 by the issuance of 17,968,873 units. Each unit consists of one common share and one warrant. Each warrant entitles the holder thereof to acquire one common share of the Company at a price of $0.285 per share for 24 months following the closing date of the transaction. An amount of $628,910 related to warrants was recorded in increase to contributed surplus.
On January 29, 2025, the Company issued 1,083,333 units for a value of $260,908 for the acquisition of a patent. Each unit consists of one common share and one-half of a warrant. Each warrant entitles its holder to acquire one common share of the Company at a price of $0.315 per share for 48 months following the closing date of the transaction. An amount of $980 related to warrants was recorded in increase to contributed surplus.
On February 26, 2025, the Company issued 17,312,790 units $5,671,208 (the equivalent of 2,500,000 euros) for the acquisition of 84 shares of Novacium. Each unit consists of one common share and one warrant. Each warrant entitles its holder to acquire one common share of the Company at a price of $0.25 per share for 48 months following the closing date of the transaction. An amount of $77,655 was recorded as a reduction in non-controlling interest, an amount of $1,948,958 related to warrants was recorded in increase to contributed surplus
and $5,593,553 as a reduction in retained earnings.
On March 18, 2025, the Company issued 1,254,545 units for a value of $275,600 for the acquisition of a patent. Each unit consists of one common share and one-half of a warrant. Each warrant entitles its holder to acquire one common share of the Company at a price of $0.285 per share for 48 months following the closing date of the transaction.
On June 16, 2025, the Company settled a trade account payable of $101,700 by the issuance of 565,000 units. Each unit consists of one common share and one warrant. Each warrant entitles the holder thereof to acquire one common share of the Company at a price of $0.25 per share for 48 months following the closing date of the transaction. An amount of $16,950 was attributable to the warrants and no gain or loss was recorded on this transaction.
On June 17, 2025, the Company completed a private financing for an amount of $568,440. The Company issued 3,158,000 units consisting of one common share and one warrant. Each warrant entitles the holder thereof to subscribe to one common share of the Company at a price of $0.25 per share during a period of 48 months following the closing of the financing. An amount of $94,740 was attributable to the warrants and no gain or loss was recorded on this transaction.
In addition, the Company paid an amount of $11,772 in commission fees and issued 65,400 warrants to an agent (for a value of $4,268). Each warrant entitles the holder to subscribe to one common share of the Company at a price of $0.25 per share for a period of 48 months from the date of closing of the financing.
On July 10, 2025, the Company completed a private financing for an amount of $339,540. The Company issued 1,886,331 units consisting of one common share and one warrant. Each warrant entitles the holder thereof to subscribe to one common share of the Company at a price of $0.25 per share during a period of 48 months following the closing of the financing.
In addition, the Company paid an amount of $5,220 in commission fees and issued 29,000 warrants to an agent (for a value of $2,088). Each warrant entitles the holder to subscribe to one common share of the Company at a price of $0.25 per share for a period of 48 months from the date of closing of the financing.
EQUITY (continued)
Share capital (continued)
On September 16, 2025, the Company issued 555,555 units consisting of one common share and one warrant to settle the note payable with a carrying amount of $100,000. Each warrant entitles the holder thereof to subscribe to one common share of the Company at a price of $0.25 per share during a period of 48 months following the closing of the financing.
During the period ended June 30, 2025, 1,000,000 common shares were issued following the exercise of options (2,925,000 as at December 31, 2024). The weighted average share price at the exercise was $0.25 per share ($0.23 per share as at December 31, 2024).
During the period ended June 30, 2025, 100,000 common shares were issued following the exercise of warrants (100,000 as at December 31, 2024). The weighted average share price at the date of exercise was $0.27 per share ($0.30 per share as at December 31, 2023).
Warrants
Outstanding warrants entitle their holders to subscribe an equivalent number of common shares, as follows:
September 30, 2025 December 31, 2024
Number of warrants
Weighted average exercise price
Number of warrants
Weighted average exercise price
Balance, beginning of
$
$
reporting year
6,348,388
0.30
9,403,318
0.52
Granted
42,615,488
0.27
3,845,070
0.30
Exercised
(100,000)
0.27
(100 000)
0.30
Expired
(692,000)
0.30
(6,800,000)
0,275
Balance, end of reporting period
48,171,876
0.27
6,348,388
0,30
The weighted average fair value $0.113 of the warrants granted for the acquisition of the 84 Novacium shares was estimated on the grant date using the Black-Scholes option pricing model, based on the following weighted average assumptions:
2025
Average share price at date of grant
$0.215
Expected Dividends yield
0 %
Expected weighted volatility
73 %
Average risk-free interest rate
2.59 %
Expected average life
4.0 years
Average exercise price at date of grant
$0.25
The underlying expected volatility was determined by reference to historical data of the Company's shares over the expected average life of the warrants.
16. EQUITY (continued)
Warrants (continued)
Outlined below are the outstanding warrants which could be exercised for an equivalent number of common shares:
September 30, 2025 December 31, 2024
Expiration date Number Exercise
Number Exercise
price price
$ $
February 2025
-
-
360,000
0.32
June 2025
-
-
432,000
0.27
November 2025 (1)
-
-
2,107,318
0.30
January 2027
17,968,873
0.285
-
-
November 2027 (1)
2,107,318
0.30
-
-
June 2028
3,449,070
0.30
3,449,070
0.30
January 2029
541,667
0.315
-
-
February 2029
17,312,790
0.25
-
-
March 2029
627,272
0.285
-
-
June 2029
3,723,000
0.25
-
-
July 2029
1,886,331
0.25
-
-
September 2029
555,555
0.25
-
-
48,171,876
0.27
6,348,388
0.30
(1)On September 17, 2025, the Company extended 2,107,318 warrants that were set to expire on November 17, 2025, to a new expiry date of September 17, 2027.
Brokers' warrants
Outstanding brokers' warrants entitle their holders to subscribe to an equivalent number of common shares as follows:
September 30, 2025 December 31, 2024
Number of broker's warrants
Weighted average exercise price
Number of broker's warrants
Weighted average exercise price
$
$
Balance, beginning
50,454
0.30
50,454
0.30
Granted
94,400
0.25
-
-
Balance, end
144,854
0.27
50,454
0.30
The Company recorded an amount of $6,356 in issuance costs when the brokers' warrants were issued and was recorded as an increase to contributed surplus and a decrease to retained deficit.
16. EQUITY (continued)
Brokers' warrants (continued)
The weighted average fair value $0.065 of the brokers' warrants granted was estimated on the grant date using the Black-Scholes option pricing model, based on the following weighted average assumptions:
September 30,
2025
Share price at date of grant
$0.15
Expected dividend yield
0%
Expected volatility
72%
Risk-free interest rate
2,95%
Expected life
4.0 years
Exercise price at date of grant
$0.25
The underlying expected volatility was determined in relation to the historical data of the Company's shares over the expected life of the brokers' warrants.
Outlined below are the outstanding broker's warrants which can be exercised for an equivalent number of common shares:
September 30, 2025 December 31, 2024
Weighted Weighted
Expiration date
Number
average
exercise price
Number
average
exercise price
$
$
November 2025
50,454
0.30
50,454
0.30
June 2029
65,400
0.25
-
-
July 2029
29,000
-
-
-
144,854
0.27
50,454
0.30
EMPLOYEE REMUNERATION
Salaries and employee benefits expense
Salaries and employee benefits expense are analyzed below:
Quarter ending
September, 30
Period ending
September, 30
2025
$
2024
$
2025
$
2024
$
Salaries and benefits
45,246
45,030
142,241
143,305
Managements fees
93,750
93,750
281,250
281,250
Share-based payments
-
-
74,100
-
Remuneration of director
10,500
4,500
66,500
82,500
Salaries and benefits recovered
-
-
-
(2,847)
Salaries and employee benefit expenses
149,496
143,280
564,091
504,208
17. EMPLOYEE REMUNERATION (continued)
Share-based payments
Under this option plan, the Directors may grant options to its Directors, Employees and Consultants or of those of its subsidiaries. The maximum number of shares to be granted under the Plan is 22,000,000 (22,000,000 as at December 31, 2024). As at September 30, 2025, 14,810,000 options remained exercisable (14,810,000
options as at December 31, 2024).
The Directors fix the exercise price of an option granted under the plan which cannot be lesser than the last closing price of the Corporation's shares as quoted by the TSX Venture Exchange at the end of the day preceding the one on which an option is granted, less the applicable discount as defined by the TSX Venture Exchange. The options can be exercisable for a maximum of ten years. Options are non-assignable and non-transferable except by will or the laws of succession. Upon the death of an option holder, the option may be exercised by the legal heirs or personal representatives of the option holder for a period not exceeding one year from the option holder's death provided that nothing in the foregoing shall have the effect of extending the Term of an option beyond its original expiry date. Options granted to an option holder who is a Director, Employee, Consultant or Management Company Employee shall expire at no later than a period of 12 months after the option holder ceases to be part of at least one of those categories, by reason other than the option holder's death.
No more than 5% of the shares issued by the Company may be granted to any individual in any 12-month period (unless the Company has obtained disinterested shareholder approval). No more than 2% of the shares issued by the Company may be granted to any one Consultant, in any 12-month period. No more than an aggregate of 2% of the shares issued by the Company may be granted to Persons providing Investor Relations Activities, during a 12-month period, calculated at the date the option was granted. Options granted to Consultants providing Investor Relations activities must vest gradually over 12 months with no more that ¼ of the options vesting in any three-month period. No accelerated acquisition of such options granted to those consultants shall be permitted if not approved by the Exchange. Options granted to an option holder who is providing Investor Relations activities shall terminate on expiry of a period not in excess of 30 days following the date that the option holder ceases to be provide such services. The number of Options granted to insiders, within a 12-month period may not exceed 10% of the issued Shares of the resulting issuer. The number of shares reserved for issuance under the Plan granted to insiders may not exceed 10% of the issued shares of the Company.
