Liberty Defense Holdings, Ltd.
Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2025 and 2024
Prepared by Management (Expressed in U.S. dollars)
Liberty Defense Holdings, Ltd.Condensed consolidated interim statements of financial position
(Unaudited - Expressed in U.S. dollars)
As at: | Note | September 30, 2025 | December 31, 2024 |
Assets | $ | $ | |
Current assets: Cash | 640,907 | 1,153,229 | |
Accounts receivable, prepaids and deposits | 4 | 2,294,684 | 1,664,376 |
Inventory | 5 | 1,019,057 | 868,314 |
Contract costs | 16 | - | 268,952 |
Total current assets | 3,954,648 | 3,954,871 | |
Non-current assets: Property and equipment | 6 | 825,025 | 759,937 |
Intangible assets | 7 | 2,142,272 | 2,571,693 |
2,967,297 | 3,331,630 | ||
Total assets | 6,921,945 | 7,286,501 | |
Liabilities Current liabilities: Accounts payable and accrued liabilities | 4,155,879 | 4,155,890 | |
Loans payable | - | 100,907 | |
Parabilis term-loan | 9 | 2,642,526 | 983,476 |
Factoring liability | 10 | 797,975 | 983,671 |
Deferred revenue | 15 | 94,995 | 180,000 |
Lease liabilities | 11 | 236,709 | 203,443 |
Total current liabilities | 7,928,084 | 6,607,387 | |
Non-current liabilities: Non-current lease liabilities | 11 | 345,534 | 505,382 |
Non-current Parabilis term loan | 9 | - | 938,211 |
Total liabilities | 8,273,618 | 8,050,980 | |
Shareholders' deficiency Share capital | 12 | 48,894,901 | 40,717,157 |
Equity reserves | 13 | 6,180,146 | 4,872,472 |
Accumulated other comprehensive income (loss) | 210,789 | (28,896) | |
Deficit | (56,637,509) | (46,325,212) | |
Total shareholders' deficiency | (1,351,673) | (764,479) | |
Total liabilities and shareholders' deficiency | 6,921,945 | 7,286,501 | |
Nature of operations and going concern (note 1) Subsequent events (note 22) | |||
Approved on behalf of the Board of Directors: |
"William Frain" "Jason Burinescu"
Director Director
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Liberty Defense Holdings, Ltd.
Condensed consolidated interim statements of loss and comprehensive loss
(Unaudited - Expressed in U.S. dollars, except share and per share amounts)
Note | For the three months ended September 30, September 30, | For the nine months ended September 30, September 30, | |||
2025 | 2024 | 2025 | 2024 | ||
$ | $ | $ | $ | ||
Revenue | |||||
HEXWAVE revenue | 15 | 224,090 | 650,000 | 1,004,448 | 1,447,532 |
Contract revenue | 16 | 150,000 | 466,944 | 854,849 | 1,250,000 |
Total revenue | 374,090 | 1,116,944 | 1,859,297 | 2,697,532 | |
Cost of revenue | |||||
HEXWAVE cost of revenue | 539,711 | 632,298 | 1,814,494 | 2,154,862 | |
Contract cost of revenue | 394,939 | 1,233,874 | 1,493,636 | 2,050,839 | |
Total cost of revenue | 934,650 | 1,866,172 | 3,308,130 | 4,205,701 | |
Gross loss | (560,560) | (749,228) | (1,448,833) | (1,508,169) | |
Engineering and research and development | |||||
expenses: | |||||
Product development & technology costs | 79,417 | (59,967) | 263,754 | 103,429 | |
Salaries and consulting fees | 18 | 522,163 | 501,717 | 1,542,588 | 1,247,999 |
Stock-based compensation | 13 & 18 | 131 | 28,816 | 15,237 | 82,220 |
Depreciation | 6 | 57,300 | 58,066 | 189,809 | 208,407 |
Office, rent & administration, travel, and | |||||
miscellaneous | 9,766 | 51,466 | 47,275 | 102,371 | |
General & administration expenses Salaries and consulting fees | 18 | 400,467 | 494,754 | 1,414,079 | 1,375,216 |
Legal and professional fees | 80,693 | 98,209 | 769,076 | 239,513 | |
Stock-based compensation | 13 & 18 | 274,711 | 137,115 | 1,251,530 | 296,406 |
Office, rent & administration, travel, and | |||||
miscellaneous | 636,425 | 251,039 | 2,862,278 | 688,303 | |
2,061,073 | 1,561,215 | 8,355,626 | 4,343,864 | ||
Operating loss | (2,621,633) | (2,310,443) | (9,804,459) | (5,852,033) | |
Other expense: | |||||
Other income, net | (3,341) | - | (4,671) | - | |
Interest expense | 142,966 | 121,055 | 483,898 | 566,266 | |
Foreign exchange loss | 8,597 | 1,691 | 28,611 | 11,428 | |
148,222 | 122,746 | 507,838 | 577,694 | ||
Net loss for the period | (2,769,855) | (2,433,189) | (10,312,297) | (6,429,727) | |
Other comprehensive loss | |||||
Items that may be reclassified subsequently to profit or (loss) | |||||
Foreign currency translation adjustment | (2,765) | (36,045) | 239,685 | 113,547 | |
Total comprehensive loss for the period | (2,772,620) | (2,469,234) | (10,072,612) | (6,316,180) | |
Weighted average number of common shares | |||||
outstanding | |||||
Basic and diluted | 65,675,798 | 16,463,645 | 55,564,003 | 16,037,061 | |
Loss per share | |||||
Basic and diluted loss per common share | 14 | (0.04) | (0.15) | (0.19) | (0.40) |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Liberty Defense Holdings, Ltd.
Condensed consolidated interim statements of changes in shareholders' deficiency
(Unaudited - Expressed in U.S. dollars, except share and per share amounts)
Number of Note common | Share capital | Equity reserves | Share subscriptions | Accumulated other comprehensive | Accumulated deficit | Total shareholders' | ||
shares | received in | income (loss) | deficiency | |||||
advance | ||||||||
# | $ | $ | $ | $ | $ | $ | ||
Balance as at December 31, 2023 | 14,542,812 | 32,565,254 | 4,146,489 | 224,915 | (221,071) | (37,480,049) | (764,462) | |
Issue of private placement, net of share issue cost | 12 | 2,064,190 | 2,208,482 | - | (224,915) | - | - | 1,983,567 |
Residual value allocated to warrants | 12 | - | (562,250) | 562,250 | - | - | - | - |
Residual value of warrants exercised | 12 | - | 15,275 | (15,275) | - | - | - | - |
Restricted share units issued | 12 | 66,341 | 246,934 | (246,934) | - | - | - | - |
Warrants exercised for cash | 12 | 60,000 | 87,367 | - | - | - | - | 87,367 |
Stock based compensation | 13 | - | - | 396,091 | - | - | - | 396,091 |
Fair value of broker warrants allocated to share capital | 13 | - | (10,265) | 10,265 | - | - | - | - |
Fair value of warrants allocated to share capital on expiry | 13 | - | 312,816 | (312,816) | - | - | - | - |
Foreign currency translation adjustment | - | - | - | - | 113,547 | - | 113,547 | |
Loss for the period | - | - | - | - | - | (6,429,727) | (6,429,727) | |
Balance as at September 30, 2024 | 16,733,343 | 34,863,613 | 4,540,070 | - | (107,524) | (43,909,776) | (4,613,617) | |
Balance as at December 31, 2024 | 43,331,347 | 40,717,157 | 4,872,472 | - | (28,896) | (46,325,212) | (764,479) | |
Issue of private placement, net of share issue cost | 12 | 23,031,000 | 6,120,797 | - | - | - | - | 6,120,797 |
Warrants exercised | 12 | 5,417,775 | 2,075,555 | - | - | - | - | 2,075,555 |
Residual value allocated to warrants | 12 | - | (263,584) | 263,584 | - | - | - | - |
Restricted shares units exercised | 12 | 204,100 | 374,067 | (374,067) | - | - | - | - |
Fair value of broker warrants allocated to share capital | 13 | - | (129,091) | 129,091 | - | - | - | - |
Stock based compensation | 13 | - | - | 1,289,066 | - | - | - | 1,289,066 |
Foreign currency translation adjustment | - | - | - | - | 239,685 | - | 239,685 | |
Loss for the period | - | - | - | - | - | (10,312,297) | (10,312,297) | |
Balance as at September 30, 2025 | 71,984,222 | 48,894,901 | 6,180,146 | - | 210,789 | (56,637,509) | (1,351,673) | |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Liberty Defense Holdings, Ltd.Condensed interim consolidated statements of cash flows
(Unaudited - Expressed in U.S. dollars)
For the nine months ended
Note | September 30, | September 30, | |
2025 | 2024 | ||
$ | $ | ||
Operating activities: | |||
Loss and comprehensive loss for the period | (10,312,297) | (6,429,727) | |
Items not involving cash: | |||
Lease liability interest | 11 | 32,697 | 53,691 |
Accrued interest | 8 | 253,857 | 57,075 |
Depreciation | 6 | 197,213 | 321,665 |
Amortization recorded in cost of revenue | 7 | 429,421 | 871,023 |
Loss on disposal of lease | (18,514) | 29,233 | |
Stock based compensation | 13 | 1,289,066 | 396,091 |
Impairment of inventory | 5 | 171,180 | 143,488 |
Factoring fees | 10 | - | 289,684 |
Credit line Parabilis interest and fees | 10 | 304,554 | 15,900 |
Changes in non-cash working capital | 17 | (768,295) | 1,179,059 |
Net cash used in operating activities | (8,421,118) | (3,072,818) | |
Investing activities: | |||
Additions to intangible assets | 7 | - | (14,089) |
Additions to property and equipment | 6 | (262,301) | (111,117) |
Net cash used in investing activities | (262,301) | (125,206) | |
Financing activities: Proceeds from issuance of units, net of share issue costs | 12 | 6,120,797 | 1,983,567 |
Proceeds from working capital loans - related parties | 8 | - | 82,000 |
Repayment of working capital loans - related parties | 8 | (74,658) | (220,281) |
Proceeds from working capital loans | 8 | - | 653,175 |
Repayments from working capital loans | 8 | (26,249) | (687,570) |
Proceeds from Parabilis term loan | 8 | 650,000 | 1,800,000 |
Repayments on Parabilis term loan | 8 | (183,017) | - |
Proceeds from factoring | 10 | 350,000 | 1,551,166 |
Repayments on factoring | 10 | (840,250) | (1,567,031) |
Repayment of CEBA loan | 8 | - | (23,073) |
Proceeds from warrants exercised | 12 | 2,075,555 | 87,367 |
Lease receivable collected | 11 | - | - |
Repayment of leases liabilities | 11 | (140,765) | (185,081) |
Net cash provided by financing activities | 7,931,413 | 3,474,239 | |
Effect of foreign exchange rate changes on cash | 239,684 | 113,338 | |
Change in cash | (512,322) | 389,553 | |
Cash, beginning of the period | 1,153,229 | 963 | |
Cash, end of the period | 640,907 | 390,516 |
During the nine months ended September, 2025 and 2024, the Company paid $nil and $nil in income taxes, and paid $483,898 and $283,497 in interest respectively.
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
-
Nature of operations and going concern
Liberty Defense Holdings, Ltd. ("Liberty" or the "Company") is a publicly traded company listed on the TSX Venture Exchange (TSXV: SCAN), the Frankfurt Stock Exchange (Frankfurt: L2D), and the OTCQB (OTCQB: LDDFF). The Company was incorporated under the Business Corporations Act (Ontario) on June 8, 2012. On July 27, 2020, Liberty continued its jurisdiction of incorporation from Ontario to British Columbia and is now governed by the Business Corporations Act (British Columbia).
The Company's registered and records office is located at 1055 West Georgia Street, Suite 1500, Royal Centre, P.O. Box 11117, Vancouver, British Columbia, V6E 4N7, Canada. Its head office is located at 187 Ballardvale Street, Suite 110, Wilmington, Massachusetts, 01887, USA.
The Company is engaged in the development and commercialization of advanced security detection technologies. Liberty's flagship product, HEXWAVE, utilizes millimeter wave technology and advanced 3D imaging to detect concealed threats. In addition to HEXWAVE, the Company has licensed High-Definition Advanced Imaging Technology (HD-AIT) for body and shoe scanning.
Going concern
These condensed consolidated interim financial statements have been prepared using IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. The Company incurred in a total loss during the nine months ended September 30, 2025, of $10,312,297 and had cash outflows from operating activities of $8,421,118. Given the current stage of operations, the Company's ability to continue as a going concern is contingent on its ability to obtain additional financing. While the Company has been successful in arranging financing in the past, the success of such initiatives cannot be assured. These events and conditions indicate that a material uncertainty exists that may cast significant doubt upon the Company's ability to continue as a going concern.
These condensed consolidated interim financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and condensed interim consolidated statement of financial position classifications that would be necessary were the going concern assumption deemed to be inappropriate. These adjustments could be material.
-
Basis of presentation
Statement of compliance
These condensed consolidated interim financial statements have been prepared in conformity with International Accounting Standard ("IAS") 34, Interim Financial Reporting, using the same accounting policy information as detailed in the Company's audited annual consolidated financial statements for the year ended December 31, 2024, and do not include all the information required for full annual financial statements in accordance with IFRS Accounting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"). It is suggested that these financial statements be read in conjunction with the annual audited consolidated financial statements.
The Board of Directors approved these condensed consolidated interim financial statements for issue on November 28, 2025.
Basis of measurement
These condensed consolidated interim financial statements have been prepared on a historical cost basis except for certain financial instruments which are measured at fair value. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
- Basis of presentation (continued)
Functional and presentation currency
The functional currency of the Company is the Canadian dollar and the functional currencies of its subsidiaries are outlined in Note 2(d), and the presentation currency of these condensed consolidated interim financial statements is the U.S. dollar ("USD"); therefore, references to $ means USD and CAD$ are to Canadian dollars.
Basis of consolidation
These condensed consolidated interim financial statements include the financial statements of Liberty Defense Holdings, Ltd., and the entities controlled by the Company (its subsidiaries), as follows:
Subsidiary Place of
Incorporation
Functional Currency
Beneficial Interest
Liberty Defense Technologies, Inc. ("LDT") LDH GS Amalco Corp.
DrawDown Detection, Inc. ("DDD") DrawDown Technologies, Inc. ("DDT")
United States Canada Canada United States
USD CAD CAD CAD
100%
100%
100%
100%
Control exists when the Company has power over an investee, exposure, or rights, to variable returns from its involvement with the investee and the ability to use its power over the investee to affect the amount of the Company's returns. All intercompany balances and transactions have been eliminated upon consolidation.
Critical accounting estimates and judgments
The preparation of financial statements in conformity with IFRS, requires management to select accounting policies and make estimates and judgments that may have a significant impact on the condensed consolidated interim financial statements. Estimates are continuously evaluated and are based on management's experience and expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
The Company's critical accounting judgements and estimates were presented in Note 2 of the annual audited consolidated financial statements and have been consistently applied in the preparation of these condensed consolidated interim financial statements. No new estimates and judgements were applied for the period ended September 30, 2025.
- Material Accounting Policy Information
These condensed consolidated interim financial statements do not include all note disclosures required by IFRS for annual financial statements and, therefore, should be read in conjunction with the audited financial statements for the year ended December 31, 2024. In the opinion of management, all adjustments considered necessary for fair presentation of the Company's financial position, results of operations and cash flows have been included. Operating results for the nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
4. Accounts Receivable, Prepaids and Deposits | ||
September 30, 2025 | December 31, 2024 | |
Accounts receivables | $ 898,063 | $ 255,148 |
Prepaids and deposits | 1,396,621 | 1,409,228 |
$ 2,294,684 | $ 1,664,376 | |
5. Inventory | ||
September 30, 2025 | December 31, 2024 | |
Raw materials | $ 818,608 | $ 211,553 |
Work-in-progress | 114,646 | 128,761 |
Finished Goods | 85,803 | - |
Right of return on finished goods | - | 528,000 |
$ 1,019,057 | $ 868,314 | |
The Company reclassified finished goods and work-in-progress assemblies of $85,803 (December 31, 2024, $nil) to property and equipment related to the engineering prototype HEXWAVE unit. The engineering prototype HEXWAVE unit was disassembled and upgraded to be used for testing and development of enhanced algorithms.
As of September 30, 2025, the Company recognized an impairment expense of $171,179 (December 31, 2024 - $233,568). As of September 30, 2025, the Company expensed $1,008,523 of inventory to cost of revenue (December 31, 2024,
$1,799,930).
6. | Property and Equipment Equipment Right of Use Prototype Construction in Total | ||||
Asset | Process | ||||
Cost | |||||
At December 31, 2023 | $ 222,954 | $ 1,186,874 | $ 843,314 | $ 51,205 | $ 2,304,347 |
Additions | 25,241 | - | 48,185 | 68,183 | 141,609 |
Disposals | - | - | (116,933) | - | (116,933) |
At December 31, 2024 | $ 248,195 | $ 1,186,874 | $ 774,566 | $ 119,388 | $ 2,329,023 |
Additions | - | - | 85,802 | 176,499 | 262,301 |
Disposals | - | - | - | - | - |
At September 30, 2025 | $ 248,195 | $ 1,186,874 | $ 860,368 | $ 295,887 | $ 2,591,324 |
Accumulated Depreciation | |||||
At December 31, 2023 | $ 130,776 | $ 427,563 | $ 702,191 | $ - | $ 1,260,530 |
Depreciation for disposal | - | - | (87,700) | (87,700) | |
Depreciation for the year | 58,788 | 189,499 | 148,028 | - | 396,315 |
At December 31, 2024 | $ 189,564 | $ 617,062 | $ 762,519 | $ - | $ 1,569,145 |
Depreciation for disposal | - | (18,514) | - | (18,514) | |
Depreciation for the period | 19,959 | 169,422 | 26,347 | - | 215,727 |
At September 30, 2025 | $ 209,523 | $ 767,970 | $ 788,866 | $ - | $ 1,766,358 |
Foreign Exchange Movement | |||||
At December 31, 2024 | $ - | $ 59 | $ - | $ - | $ 59 |
At September 30, 2025 | $ - | $ 59 | $ - | $ - | $ 59 |
Net Book Value | |||||
At December 31, 2024 | $ 58,631 | $ 569,871 | $ 12,047 | $ 119,388 | $ 759,937 |
At September 30, 2025 | $ 38,672 | $ 418,963 | $ 71,503 | $ 295,887 | $ 825,025 |
During the nine months ended September 30, 2025, the Company was notified of the Atlanta lease being nulled due to the owners selling the building. This resulted in a disposal with a carrying value of $18,514 for the right of use asset.
During the nine months ended September 30, 2025, equipment depreciation recorded to cost of revenue was $7,404 (December 31, 2024 - $147,336). During the nine months ended September 30, 2025, the Company accelerated the depreciation of a right of use asset in connection with a terminated lease with a carrying value of $18,514 (December 31, 2023 - $29,233) for $nil proceeds (December 31, 2024 - $nil).
7. Intangible AssetsMIT licenses Battelle license Intellectual
property
Total
Balance, December 31, 2023 | $ 407,117 | $ | 223,250 | $ 2,636,436 | $ 3,266,803 |
Additions | - | 227,111 - | 227,111 | ||
Amortization | (34,108) | (450,361) (437,752) | (922,221) | ||
Balance, December 31, 2024 | $ 373,009 | $ - $ 2,198,684 | $ 2,571,693 | ||
Additions | - | - - | - | ||
Amortization | (25,581) | - (403,840) | (429,421) | ||
Balance, September 30, 2025 | $ 347,428 | $ - $ 1,794,844 | $ 2,142,272 | ||
-
Intangible Assets (continued)
Intangible assets including MIT license and Battelle license, encompassing payments in connection to reimbursement of global patent filing costs and annual maintenance fees. Additionally, intellectual property was generated through the reverse take over ("RTO") transaction closed during the year ended December 31, 2021, and became ready for use during the year ended December 31, 2022. The remaining useful life of the intangible assets are as follows: MIT license 10.25 years, Battelle license nil years, and intellectual property 3.25 years.
During the nine months ended September 30, 2025, $429,421 of amortization expense was allocated to cost of revenues (December 31, 2024 - $922,221).
MIT License Agreements
The Company, through its wholly owned subsidiary Liberty Defense Technologies Inc. ("LDT"), has entered into agreements with the Massachusetts Institute of Technology ("MIT") and MIT's Lincoln Laboratory ("MIT LL"), including an exclusive patent licence agreement between MIT and LDT dated September 10, 2018, as amended from time to time (the "Licence Agreement"), a technology transfer agreement between LDT and MIT LL, effective August 24, 2018 (the "Technology Transfer Agreement"), and a cooperative research and development agreement between LDT and MIT dated as of December 21, 2018 ("CRADA"), such agreements providing LDT with an exclusive licence for patents, design assets and MIT LL technical expertise related to active three-dimensional imaging technology that are the technology behind the HEXWAVE product.
The obligations under the Technology Transfer Agreement and the CRADA have now been completed. Liberty may consider extending the CRADA (and therefore changing its scope) if it determines that additional MIT LL technical expertise related to active three-dimensional imaging technology is required. Pursuant to the License Agreement, LDT has been granted the exclusive rights to MIT's patent in "multistatic sparse array topology for FFT-based field imaging" (MIT Case No. l 8409L) (the "Patent"), which is being utilized in the development and application of the HEXWAVE product. The License Agreement is to be in effect until the expiration of the Patent, which is 11 years (December 2035). In granting LDT such patent rights, the Company shall pay MIT, in addition to patent filling costs, an annual fees as follows: 1) $20,000 for 2019 (paid); $50,000 for 2020 (paid); $60,000 for 2021 (paid); $100,000 for 2022 (paid); $nil for 2023, $40,000 for 2024 (payable),
$200,000 for 2025 (payable), and $350,000 for 2026 and thereafter; and 2) a royalty of 5.7% of all future net sales of the Company.
During the nine months ended September 30, 2025, the Company accrued royalty payments of $44,916 (December 31, 2024,
$105,993). The Company shall also be required to achieve certain milestones.
Battelle Memorial License Agreement
On March 22, 2021, the Company, through its wholly owned subsidiary DrawDown Detection, Inc. has entered into an agreement ("Battelle License Agreement") with Battelle Memorial Institute ("Battelle"), which operates the Pacific Northwest National Laboratory ("PNNL"), to license the millimeter wave-based, High-Definition Advanced Imaging Technology (HD-AIT) body scanner and shoe scanner technologies. The agreement, as amended from time to time, provides the Company with a three-year exclusive license for certain patents which will convert to a non-exclusive license for the remaining life of the patents. The agreement also provides the Company with non-exclusive license for certain patents for life.
As consideration for the Battelle License Agreement, the Company paid $30,000 upon signing and $30,000 six months after.
Under the Battelle License Agreement, the Company shall pay a five percent royalty on net sales and a twenty-five percent royalty on all sublicensing revenues if permitted under the contract guidelines.
The Company is required to pay a minimum royalty amount as follows, unless the agreement is terminated:
7.
Intangible Assets (continued)
(b) Battelle Memorial License Agreement (continued)
Amounts
Year 2021 (paid)
$ 50,000
Year 2022 (paid)
50,000
Year 2023 (paid)
100,000
Year 2024 and each year thereafter (payable)
200,000
The Company is obligated to achieve certain milestones in the next fifteen months and reimburse Battelle for ongoing patenting expenses, as well as past patenting expenses in the total amount of $50,000, from which $50,000 has been paid.
As at September 30, 2025, the Company has a balance payable of $55,000 (December 31, 2024, $290,566).
-
Loans Payable
Related Party Loans
During the nine months ended September 30, 2025, and the fiscal year ended December 31, 2024, the Company received working capital loans from related parties. These loans, unsecured and non-interest bearing, lack specified maturity dates. Repayments will be made as adequate financing becomes available to the Company.
Amounts
Balance, December 31, 2023
$ 328,694
Additions
82,000
Repayments
(336,036)
Balance, December 31, 2024
$ 74,658
Additions
-
Repayments
(74,658)
Balance, September 30, 2025
$ -
Short Term Loans
During the year ended December 31, 2023, the Company received a secured business line of credit from American Express, subject to a general security agreement on the Company's assets, with various draws. The interest rate on the amount withdrawn varied from 7.49% to 25.71% over a six-month term. The monthly payments fluctuated based on the amount withdrawn from the line of credit with amounts ranging from $1,782 to $10,624 per month. During the year ended December 31, 2024, the Company borrowed $11,900 (2023 - $166,210) from this line of credit. The loan matured on June 25, 2024, and was fully repaid.
During the year ended December 31, 2023, the Company secured an unsecured business line of credit of $83,036 from BlueVine Capital. The credit facility had a twenty-six-week term, an interest rate of 1.10%, and required weekly payments of $3,906. The loan matured on June 5, 2024, and was fully repaid.
During the year ended December 31, 2023, the Company received a secured business line of credit with Headway Capital, subject to a general security agreement of the Company's assets, with one draw for a period of seventeen-months with a monthly interest rate of 4.17%. During the year ended December 31, 2024, the Company borrowed $21,275 (2023 - $83,350) from this line of credit. The loan matures on January 31, 2025. During the nine months ended September 30, 2025, the Company fully repaid this loan.
-
Loans Payable (continued)
(b) Short Term Loans (continued)
During the year ended December 31, 2024, the Company obtained a secured business loan of $420,000 from Blade Funding with a 32-week term. The loan carries an annual interest rate of 11.50%, requires weekly payments of $13,125. It is scheduled to mature on January 19, 2025. During the nine months ended September 30, 2025, the Company fully repaid this loan.
On July 2, 2024, the Company received a short-term loan of $250,000 from 1087207 BC Ltd. The loan had a minimum upfront interest payment of $20,000, in which the Company received $230,000, net, and was fully repaid.
During the nine months ended September 30, 2025, the Company received $nil (December 31, 2024, $350,394) in non-interest-bearing short-term loans. As of September 30, 2025, the Company fully repaid these loans.
Amounts
Balance, December 31, 2023
$ 201,368
Additions
1,053,569
Repayments
(1,260,419)
Accrued interest
31,732
Balance, December 31, 2024
$ 26,250
Repayments
(26,250)
Balance, September 30, 2025
$ -
-
Parabilis Term Loan
On August 22, 2024, the Company secured a $1,800,000 business term loan from PFF, LLC ("Parabilis"). The loan has a term of 104 weeks with an annual interest rate of 17.99% and is scheduled to mature on August 15, 2026. The agreement was amended on March 15, 2025, and amended again on August 19, 2025, with additional advancements totaling $1,160,000 and amending the payment schedule. Repayments are set to commence in October 2025 with interest only payments through September 2025. The interest only payments consist of: April 2025 $30,444; May 2025 $29,462; June 2025 $30,444; July
$29,462; August 2025 $30,493; September 2025 $32,711. The monthly payments would then increase to $150,000 for four months and then increase to $349,222 for seven months. See Note 10(a) regarding collateral.
Amounts
Balance, December 31, 2023
$ -
Additions
1,800,000
Interest and fees
121,687
Balance, December 31, 2024
$ 1,921,687
Additions
650,000
Accrued factoring Fee
253,856
Repayments
(183,017)
Balance, September 30, 2025
$ 2,642,526
Current
$ 2,642,526
Non-current
-
-
Factoring Liability
(a) Parabilis Credit Line
On August 22, 2024, the Company entered into a secured revolving credit line agreement with Parabilis for up to $2,500,000. The borrowing base for the credit line is determined based on the following percentages: 90% of eligible billed receivables, 65% of eligible unbilled receivables, and 30% of eligible delivery orders. The aggregate of eligible billed and unbilled receivables, along with eligible delivery orders, establishes the Company's borrowing capacity under the credit line.
When invoicing occurs, payments on the invoices are applied directly to the outstanding principal and interest on the credit line. The revolving credit facility had a maturity date of August 31, 2025, which was then amended on September 1, 2025, to mature on May 31, 2026, and will automatically renew for one-year periods unless the lender has notified the borrower at least 90 days in advance of the current maturity date will not renew. The facility carries an interest rate of 14.99% per annum, subject to re-evaluation on June 1, 2025, at which point the rate may increase to a maximum of 16.99% per annum.
The Parabilis term loan and credit line are secured by all tangible and intangible personal property of the Company, wherever located, whether currently owned or acquired in the future.
Amounts
Balance, December 31, 2023
$ -
Additions
1,551,166
Accrued factoring Fee
74,449
Repayments
(641,944)
Balance, December 31, 2024
$ 983,671
Additions
350,000
Accrued factoring Fees & interest
304,554
Repayments
(840,250)
Balance, September 30, 2025
$ 797,975
(a) Bengal Capital Factoring
On June 22, 2023, the Company engaged in a factoring arrangement with Bengal Capital, Inc. (the "Factor"). Per the agreement, the Company submits invoices or purchase orders to the Factor after credit approval, receiving 80% of the gross amount. The Factor assumes ownership of these accounts with full recourse. Furthermore, the Company is subject to a 4% monthly factoring fee based on the face value of the accounts. No collateral is used per the agreement; however, the Company is obligated to pay the balance regardless of receiving payment for advanced orders.
The factoring liability as at September 30, 2025, and December 31, 2024, is as follows:
Amounts
Balance, December 31, 2023
Additions
Accrued factoring Fee
$
1,107,347
-
289,684
Repayments
(1,397,031)
Balance, December 31, 2024 & September 30, 2025
$
-
For accounting purposes, the factored trade receivable remains recorded in trade receivables, while the financing costs are amortized over the financing period.
-
Leases
The Company's lease liabilities as at September 30, 2025, and December 31, 2024, are as follows:
11. Leases (continued)
Right of use
liability
Balance, December 31, 2023
$ 886,585
Finance costs
69,652
Lease payments
(247,412)
Balance, December 31, 2024
$ 708,825
Finance costs
32,697
Lease cancelation
(18,514)
Lease payments
(140,765)
Balance, September 30, 2025
$ 582,243
Less current portion
236,709
Non-current lease liability
$ 345,534
Minimum lease payments are as follows:
September 30,
2025
December 31,
2024
Maturity analysis - contractual undiscounted cash flows
One year or less
$ 236,707
$ 257,461
Two to five years
419,003
558,358
Six and thereafter
-
-
Total lease liabilities
$ 655,710
$ 815,819
Lease liabilities included in the statement of financial position
$ 582,243
$ 708,825
Current
$ 236,709
$ 203,443
Non-current
$ 345,534
$ 505,382
12. Share Capital
(a) Common share transactions for the nine months ended September 30, 2025
On January 6, 2025, the Company received $2,071,851 (CAD$2,977,851) from the exercise of 5,414,275 share purchase warrants after electing, on December 31, 2024, to exercise its acceleration right for a total of 12,500,000 warrants granted on December 19, 2024, pursuant to a private placement. As a result, the remaining 7,085,725 unexercised warrants expired.
On March 20, 2025, the Company closed a non-brokered private placement for gross proceeds of $3,479,351 (CAD$5,001,150). The Company issued 3,031,000 units (each a "Unit") of the Company at a price of CAD$1.65 per Unit. Each Unit comprised of one common share and one-half common share purchase warrant. Each warrant entitles the holder thereof to purchase one additional common share of the Company at a price of CAD$2.05 for a period of 24 months and is subject to an accelerated expiry at the Company's election under certain conditions. The warrants were allocated a residual value of $263,584. In connection with the non-brokered private placement, the Company issued 212,170 finder warrants. Each finder's warrant will be exercisable to purchase one common share for a period of 24 months at an exercise price of CAD$1.65. The broker warrants were allocated a fair value of
$84,183. Additionally, the Company paid commissions and legal expenses of $322,344.
On April 1, 2025, the Company received CAD$5,285 from the exercise of 3,500 warrants. As a result, a total of 3,500 common shares were issued.
- Share Capital (continued)
Common share transactions for the nine months ended September 30, 2025 (continued)
On July 29, 2025, the Company closed a non-brokered private placement for gross proceeds of $3,086,158 (CAD$4,243,776). The Company issued 20,000,000 units (each a "Unit") of the Company at a price of CAD$0.22 per Unit. Each Unit comprised of one common share and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one additional common share of the Company at a price of CAD$0.35 for a period of 12 months and is subject to an accelerated expiry at the Company's election under certain conditions. The warrants were allocated a residual value of $nil. Additionally, the Company issued 719,973 broker warrants with a fair value of $44,908 (CAD$61,753). The Company paid finders fees of $115,187 (CAD$158,394).
During the nine months ended September 30, 2025, a total of 204,100 common shares were issued pursuant to the exercise of RSUs with a fair value of $374,067.
Common share transactions for the year ended December 31, 2024
On January 12, 2024, the Company closed the initial tranche of a Listed Issuer Financing Exemption (LIFE) private placement of units, raising gross proceeds of $662,554 (CAD$886,000). As of December 31, 2023, the Company had received $224,915 of these proceeds. This tranche involved the issuance of 590,068 units at a price of CAD$1.50 per unit. Each unit consisted of one common share and one purchase warrant, allowing the holder to purchase an additional common share at CAD$2.00 per share within 36 months. The warrants were allocated a residual value of $154,596. Additionally, the Company issued 15,171 broker warrants to agents under identical terms and conditions with a fair value of $4,508. Agent commissions totaling $17,110 were paid.
Subsequently, on February 5, 2024, the Company closed the final tranche of the same non-brokered private placement, raising an additional $112,285 (CAD$150,000). This tranche involved the issuance of 100,000 units under the same terms and conditions as the initial tranche. Each unit consisted of one common share and one purchase warrant, allowing the holder to purchase an additional common share at CAD$2.00 per share within 36 months. The warrants were allocated a residual value of $37,428.
On February 26, 2024, the Company closed an investment by Viken Detection Corp. ("Viken") pursuant to which Viken purchased 909,091 units of the Company at an issue price of CAD$1.50 per unit for total gross proceeds of $1,000,000 (CAD$1,363,636). Each unit comprised one common share and one purchase warrant. Each warrant entitles Viken to purchase one additional common share of the Company at an exercise price of CAD$2.00 for a period of 36 months. The warrants were allocated a residual value of $166,667. Additionally, the Company also incurred cash costs in connection to filing and legal expenses in the amount of $27,116 were also paid. These warrants contain blocker language restricting the exercise of the warrants in the event such exercise results in Viken holding more than 9.9% of the outstanding voting securities of the Company.
On March 17, 2024, a total of 199,636 finder warrants expired with an exercise price of CAD$3.30. These broker warrants had a fair value of $312,815 and the reserve value was reclassified to share capital.
During the year ended December 31, 2024, a total of 101,841 common shares were issued pursuant to the exercise of RSUs with a fair value of $286,019.
During the year ended December 31, 2024, a total of 60,000 shares were issued pursuant to the exercise of 60,000 warrants, resulting in proceeds of $87,367 (CAD$120,000). Residual value in the amount of $15,275 was reversed.
-
Share Capital (continued)
(b) Common share transactions for the year ended December 31, 2024 (continued)
-
Share Capital (continued)
On August 13, 2024, the Company closed the first tranche of a non-brokered private placement for gross proceeds of $508,864 (CAD$697,550). The Company issued 465,035 special warrants of the Company at a price of CAD$1.50 per Unit. Each special warrant will automatically convert into one Unit. Each Unit shall consist of one common share and one share purchase warrant. Each warrant entitles the holder thereof to purchase one additional common share of the Company at a price of CAD$2.00 within a period of 36 months. These special warrants were converted into one Unit on August 13, 2024. The warrants were allocated a residual value of
$203,560. The Company paid the agents 19,051 broker warrants with a fair value of $5,757. Each broker warrant will be exercisable to purchase one common share for a period of 36 months at an exercise price of CAD$2.00. Additionally, the Company also incurred cash costs in connection to private placement in the amount of $30,995.
On December 18, 2024, the Company closed a non-brokered private placement for gross proceeds of $5,585,812 (CAD$8,000,000). The Company issued 25,000,000 units (each a "Unit") of the Company at a price of CAD$0.32 per Unit. Each Unit comprised of one common share and one-half common share purchase warrant. Each warrant entitles the holder thereof to purchase one additional common share of the Company at a price of CAD$0.55 for a period of 24 months and are subject to an accelerated expiry at the Company's election under certain conditions. The Company paid the agents $274,123 in finders fees and issued 1,251,062 finder warrants with a fair value of $382,873. Each finder's warrant will be exercisable to purchase one common share for a period of 24 months at an exercise price of CAD$0.55. Additionally, the Company also incurred cash costs in connection to private placement in the amount of $41,687.
The Company settled a total of $363,336 (CAD$520,947) of indebtedness with a certain creditor by issuing 1,562,500 units valued at $927,332 and follows the same terms as the units issued on December 18, 2024, non-brokered private placement. The Company recognized a loss on extinguishment of debt totalling $563,996 (included in other expenses (2023 - $nil).
-
Equity Reserves
Share-based compensation
The Company maintains an Omnibus Equity Incentive Plan (the "Incentive Plan") which is comprised of stock options, restricted share units ("RSUs") and deferred share units ("DSUs"). The maximum number of common shares reserved for issuance, in the aggregate, under the Incentive Plan is 10% of the aggregate number of common shares issued and outstanding to be granted to directors, officers, employees, and consultants under certain restrictions.
Unless the Board decides, or the grant agreement specifies otherwise, the stock options will vest in two years with quarterly intervals following the date of such grant. The Board shall fix the exercise price of any stock option when such stock option is granted, which shall not be less than the closing price of the common shares on the Exchange on the day prior to the date of grant (the "Market Value"). A stock option shall be exercisable during a period established by the Board, which shall commence on the date of the grant and shall terminate no later than ten (10) years after the date of grant of the award or such shorter period as the Board may determine.
With respect to RSUs, the specific provisions of the RSU plan, eligibility, vesting period, terms of the RSUs and the number of RSUs granted are to be determined by the Board of Directors at the time of the grant.
With respect to PSUs, the specific provisions of the PSU plan, eligibility, vesting period, terms of the PSUs and the number of PSUs granted are to be determined by the Board of Directors at the time of the grant.
-
Equity Reserves (continued)
Share-based compensation (continued)
The continuity of the number of stock options issued and outstanding are as follows:
Number of stock
options
Weighted average exercise
Outstanding, December 31, 2023
668,960
CAD$ 4.94
Cancelled
(74,250)
4.35
Expired
(82,460)
12.42
Granted
2,715,000
0.80
Outstanding, December 31, 2024
3,227,250
CAD$ 1.29
Cancelled
(38,750)
5.08
Granted
2,450,000
0.30
Outstanding, September 30, 2025
5,638,500
CAD$ 0.85
As at September 30, 2025, the number of stock options outstanding and exercisable were:
Outst
anding
E
xercisable
Expiry date
Number of
Exercise price
Remaining
Number of stock
stock options
contractual life
options
(years)
07-Apr-26
108,000
CAD$ 5.00
0.52
108,000
28-Jul-26
12,500
CAD$ 5.50
0.82
12,500
28-Jul-26
9,000
CAD$ 6.50
0.82
9,000
01-Nov-26
46,500
CAD$ 4.60
1.09
46,500
14-Jan-27
10,000
CAD$ 3.60
1.29
10,000
15-Apr-27
50,000
CAD$ 0.59
1.54
50,000
26-Apr-27
153,500
CAD$ 4.10
1.57
153,500
02-Jul-27
250,000
CAD$ 0.24
1.75
31,250
16-Aug-27
12,500
CAD$ 2.90
1.88
12,500
21-Nov-27
6,000
CAD$ 2.20
2.14
6,000
26-Apr-28
9,500
CAD$ 1.80
2.57
9,500
16-Oct-28
106,000
CAD$ 1.90
3.05
106,000
30-Dec-29
2,715,000
CAD$ 0.80
4.25
1,532,500
02-Apr-30
150,000
CAD$ 0.84
4.58
37,500
30-Sep-30
2,000,000
CAD$ 0.26
5.00
-
September 30, 2025
5,638,500
2,124,750
During the nine months ended September 30, 2025, the Company recognized stock-based compensation related to stock options totaling $1,184,955 (September 30, 2024 - $62,442). Of this amount, $20,814 was recorded as stock-based compensation in the cost of revenue (September 30, 2024 - $17,465).
The fair value of the stock options granted were estimated using the Black-Scholes option valuation model with the following weighted average assumptions:
13. Equity Reserves (continued)
(a) Share-based compensation (continued)
September 30,
2025
December 31,
2024
Risk-free interest rate
2.50%
3.04%
Expected dividend yield
Nil
Nil
Stock price volatility
155.64%
145.18%
Expected life (in years)
4 years
5 years
Stock price
CAD$0.30
CAD$0.80
Restricted share units ("RSU")
Restricted share units granted for the nine months ended September 30, 2025:
i) During the nine months ended September 30, 2025, a total of 204,100 common shares were issued pursuant to the exercise of RSUs.
Restricted share units granted for the year ended December 31, 2024:
i) On February 28, 2024, the Company granted 147,500 RSUs to employees of the Company; these RSUs shall be settled with common shares of the Company, have an exercise period that expires on February 28, 2029, and vest at 100% on February 28, 2025.
ii) A total 132,248 RSUs were cancelled.
The following table summarizes the movements in outstanding RSUs:
Number of equity settled
RSUs
Grant Price
Outstanding, December 31, 2023
592,914
CAD$ 3.09
Granted
177,500
1.22
Cancelled
(132,248)
2.82
Exercised
(101,841)
3.79
Outstanding, December 31, 2024
536,325
CAD$ 2.41
Granted
50,000
0.27
Exercised
(204,100)
2.64
Outstanding, September 30, 2025
382,225
CAD$ 2.07
A total of 332,225 RSU's were vested as at September 30, 2025.
The estimated fair value of the equity settled RSUs granted as of September 30, 2025, was $nil (September 30, 2024 -
$159,963) and will be recognized as an expense over the vesting period of the RSUs. The fair value of the equity settled RSUs as at the grant date was determined with reference to the market value of the common shares of the Company at the grant date.
During the nine months ended September 30, 2025, the Company recognized stock-based compensation related to RSUs in the amount of $24,961 (September 30, 2024 - $234,278).
13.
Equity Reserves (continued)
(c) Share purchase warrants
The continuity of the number of share purchase warrants outstanding is as follows:
Warrants
outstanding
Exercise
Price
Outstanding, December 31, 2023
5,301,970
CAD$ 3.96
Issued
16,630,724
0.73
Expired
(1,797,726)
4.81
Exercised
(60,000)
2.00
Outstanding, December 31, 2024
20,074,968
CAD$ 1.22
Issued
22,447,643
0.48
Expired
(7,643,473)
0.73
Exercised
(5,417,775)
0.55
Outstanding, September 30, 2025
29,461,363
CAD$ 0.87
The fair value of the compensation warrants was estimated using the Black-Scholes option valuation model with the following weighted average assumptions:
September 30,
December 31,
2025
2024
Risk-free interest rate
2.80%
3.52%
Expected dividend yield
Nil
Nil
Stock price volatility
86.27%
69.78%
Expected life (in years)
1.5 years
3 years
Share price on grant date
CAD$0.32
CAD$0.86
Fair value share purchase warrants
CAD$0.31
CAD$0.43
The outstanding number of share purchase warrants is as follows:
Outstanding
Number of warrants
Exercise price
Remaining
Expiry date
contractual life
(years)
28-Jul-26
20,719,973
CAD$0.35
0.82
5-Oct-26
1,782,764
CAD$3.00
1.01
5-Oct-26
60,723
CAD$2.00
1.01
18-Dec-26
2,032,312
CAD$0.55
1.22
12-Jan-27
541,737
CAD$1.51
1.28
5-Feb-27
100,000
CAD$1.51
1.35
28-Feb-27
909,091
CAD$2.00
1.41
27-Jun-27
19,051
CAD$2.00
1.74
27-Jun-27
465,033
CAD$2.00
1.74
20-Mar-27
1,515,500
CAD$2.05
1.47
20-Mar-27
212,170
CAD$1.65
1.47
27-Oct-27
144,674
CAD$2.75
2.07
27-Oct-27
958,335
CAD$5.00
2.07
29,461,363
- Equity Reserves (continued)
Share purchase warrants (continued)
During the nine months ended September 30, 2025, a total of 1,095,099 share purchase warrants with an original exercise price of CAD$2.00 were repriced to CAD$1.51. All other terms and conditions remained unchanged.
Performance Shares
On March 17, 2021, Liberty deposited into escrow, and held in escrow, Operational Performance Shares ("OPS") and Capital Market Performance Shares ("CMPS") for certain directors, officers, and consultants of the Company upon the Company achieving certain performance milestones. Once these milestones were achieved the shares would be released. These performance shares included 200,000 of OPS and 877,300 of CMPS. In order to fair value these performance shares, management estimated the probability that the Company would issue the performance shares.
All CMPS have been issued in previous years upon the completion of all required milestones. Operational Performance Shares
As at September 30, 2025, none of the 200,000 OPS have been issued as neither of the two milestones have been met. The estimated fair value of the OPS is CAD$800,000 which had an estimated vesting period between December 2024 and December 2025. The estimated vesting period has been adjusted to December 2025 and December 2026. During the nine months ended September 30, 2025, the Company recorded stock-based compensation in connection to OPS in the amounts of $77,665 (September 30, 2024 - $99,371).
Number of
equity settled
Weighted average
price
Outstanding, December 31, 2023 and 2024
200,000
CAD$ 4.00
Released from escrow
-
-
Outstanding, September 30, 2025
200,000
CAD$ 4.00
-
Loss Per Share
Basic loss per share amount is calculated by dividing the net loss for the year by the weighted average number of common shares outstanding during the year.
Three months ended September, Nine months ended September 30,
2025
2024
2025
2024
Loss attributable to common shareholders
$ (2,769,855)
$ (2,433,189)
$ (10,312,297)
$ (6,429,727)
Weighted average number of shares
65,675,798
16,463,645
55,564,003
16,037,061
Basic and diluted loss per share
$ (0.04)
$ (0.15)
$ (0.19)
$ (0.40)
The Company incurred net losses for the nine months ended September 30, 2025, and 2024, therefore all outstanding stock options share purchase warrants, restricted share units, and performance share units, if any, have been excluded from the calculation of diluted loss per share since the effect would be anti-dilutive.
- Revenue
Revenue recognized for the nine months ended September 30, 2025, and 2024, relates to contract revenue from the Transportation Security Administration ("TSA") (Note 16), as well as sales of HEXWAVE units.
-
Revenue (continued)
Deferred revenue as of September 30, 2025, was $94,995 (December 31, 2024 - $180,000).
Revenue Nine months ended September 30,
2025
2024
TSA Contract Award HD-AIT
457,905
200,000
TSA OA Development
246,944
620,000
HD-AIT Phase II
133,056
HD-AIT Phase III
150,000
296,944
HEXWAVE units
891,500
1,446,032
HEXWAVE Software & Warranty
112,948
1,500
Total Revenue
$ 1,859,297
$ 2,697,532
- Contract Awards
During the nine months ended September 30, 2025, the Company recognized total contract revenue of $854,297, recorded in revenue (nine months ended September 30, 2024 - $1,250,000). Future revenue related to these contracts will be recognized as performance obligations are satisfied. It is estimated that future revenues will be recognized on the same basis according to the following timelines:
Contract Award Revenue Expected in Future Years Year ended December 31,
2025
2026
HD-AIT Phase II B
357,759
-
Total estimated contract revenues
$ 357,759
$ -
(a) TSA HD-AIT Upgrade
On September 30, 2022, the Company received a contract award of $1,747,905 from the Transportation Security Administration ("TSA") for the HD-AIT Wide Band Upgrade Kit. On September 28, 2023, the contract was modified to include an additional milestone, increasing the total contract value to $1,922,905. The contract award supports the development of millimeter-wave imaging system prototypes to enhance and upgrade the current imaging technology used in passenger security screening applications. The project is scheduled to be completed over twenty-seven months, with invoices issued upon the achievement of specified milestones according to the agreed-upon timeline.
As of September 30, 2025, the Company had received $457,905 and recorded a receivable of $nil (three months ended September 30, 2024 - $200,000 and $nil, respectively). The remaining contract balance as of September 30, 2025, was $nil (December 31, 2024 - $457,905).
16. Contract Awards (continued)The Company is required to submit quarterly invoices as follows:
TSA HD-AIT Upgrade
Amounts
Year 2023
$
1,265,000
Year 2024
Year 2025
Milestone 5B (Q1 2025) (paid)
200,000
-100,000
Milestone 6 (Q2 2025) (paid)
357,905
Total Contract Value
$
1,922,905
-
Equity Reserves (continued)
TSA Open Architecture
On September 29, 2023, the Company received a contract award for $1,116,944 from TSA for the Open Architecture Development. The contract award is to develop a system-level approach that addresses TSA's request for implementation of a Checkpoint Open Architecture for On-Person Screening (OPS) systems that enable modularity and enhances security effectiveness. The project will be performed over a period of twenty-one months, and invoices will be issued once the milestones are reached based on the agreed upon timeline. As at September 30, 2025, the Company received $246,944 and had a receivable of $nil (three months ended September 30, 2024 - $620,000 and $nil, respectively). The balance remaining on the contract as of September 30, 2025, was $nil (December 31, 2024 - $246,944).
TSA Open Architecture | Amounts | |
Year 2023 | $ 75,000 | |
Year 2024 Year 2025 Milestone 6 (Q1 2025) (paid) | 795,000 175,000 | |
Milestone 7 (Q2 2025) (paid) | 71,944 | |
Total Contract Value | $ 1,116,944 | |
(c) TSA HD-AIT Phase II | ||
On September 29, 2023, the | Company received a contract award of $133,056 | from the Transportation Security |
Administration ("TSA") for HD-AIT Phase II. This award is a follow-on option under the existing HD-AIT development program, aimed at advancing Phase II to finalize a hardware design that supports future compliance efforts. The project was scheduled to be completed over three months, with invoices issued upon reaching agreed-upon milestones. As of September 30, 2025, the Company had received the full contract amount of $133,056 and recorded a receivable of $nil (three months ended September 30, 2024 - $133,056, respectively). The remaining contract balance as of September 30, 2025, was $nil (December 31, 2024 - $nil), as the agreement was completed on February 20, 2024.
(d) TSA HD-AIT Phase II A
On September 5, 2024, the Company received a contract award for $446,944 from TSA for the HD-AIT Phase II A option. The contract award is a follow-on option to the current HD-AIT development program to execute phase II to drive to a final hardware design capable of supporting future compliance efforts. The project will be performed over a period of twelve months, and invoices will be issued once the milestones are reached based on the agreed upon timeline. As at September 30, 2025, the Company received $150,000 and had a receivable of $nil (three months ended September 30, 2024 - $nil, and
$296,944 respectively). The balance remaining on the contract as of September 30, 2025, was $nil (December 31, 2024 -
$150,000).
TSA HD-AIT Phase II A | Amounts | |
Year 2024 Year 2025 Milestone 2 (Q3 2025) (paid) | $ | 296,944 150,000 |
Total Contract Value | $ | 446,944 |
-
Contract Awards (continued)
(e) TSA HD-AIT Phase II B
On September 29, 2025, the Company received a contract award for $357,759 from TSA for the HD-AIT Phase II B option. The contract award is a follow-on option to the current HD-AIT development program to execute phase II to drive to a final hardware design capable of supporting future compliance efforts. The project will be performed over a period of three months, and invoices will be issued once the milestones are reached based on the agreed upon timeline. As at September 30, 2025, the Company received $nil and had a receivable of $nil (three months ended September 30, 2024 - $nil, and $nil respectively). The balance remaining on the contract as of September 30, 2025, was $357,759 (December 31, 2024 - $nil).
TSA HD-AIT Phase II B
Amounts
Year 2025
Milestone 3 (Q4 2025)
$ 100,000
Milestone 4 (Q4 2025)
$ 175,000
Milestone 5 (Q4 2025)
82,759
Total Contract Value
$ 357,759
As of September 30, 2025, the Company recorded contract costs of $nil, representing costs incurred for contract milestones not yet achieved (December 31, 2024, $268,952). As of September 30, 2025, the Company recorded an impairment of the contract costs of $nil (December 31, 2024, $115,730).
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Supplemental Disclosure with Respect to Cash Flows
During the nine months ended September 30, 2025, and 2024, the Company paid $nil in income taxes in both periods, and paid interest of $483,898 and $283,497, respectively.
Nine months ended September 30,
2025
2024
Changes in non-cash working capital
Amounts receivable and prepaids
$ (630,308)
$ (217,729)
Inventory
(321,923)
964,272
Contract cost
268,952
-
Accounts payable and accrued liabilities
(11)
(703,454)
Deferred revenue
(85,005)
1,135,970
Net changes in non-working capital
$ (768,295)
$ 1,179,059
Supplemental cash flow information
Fair value of compensation brokers warrants
$ 129,091
$ 10,265
Residual value allocated to warrants
263,584
426,663
Fair value of warrants allocated to share capital on expiry
-
(312,816)
RSUs issued for cash
374,067
246,518
Stock based compensation recorded in cost of revenue
20,814
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Reclassification from reserves upon warrant exercised
-
87,367
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Related Party Transactions
Compensation of key management personnel:
Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The key management personnel of the Company are the members of the Company's executive management team and Board of Directors. Compensation provided to key management personnel is as follows:
Three months ended September 30, Nine months ended September 30,
2025
2024
2025
2024
G&A Salaries $ 385,401
$ 171,686
$ 1,061,266
$ 485,108
G&A Stock-based compensation 166,095
77,548
693,419
136,004
G&A Consulting fees (1) -
24,192
-
72,788
$ 551,496
$ 273,426
$ 1,754,685
$ 693,901
(1) Consulting fees were paid or payable to the CFO of the Company.
As of September 30, 2025, the Company had a balance payable of $197,021 to key management personnel (December 31, 2024, - $421,319). This payable balance includes accounts payable and accrued liabilities relating to compensation to directors, officers, or their related companies, included in compensation of key management personnel. These related party balances are unsecured, non-interest bearing and have no specific terms of settlement.
During the nine months ended September 30, 2025, the Company received working capital loans in the amount of $nil (December 31, 2024 - $82,000) from directors, officers, or their related parties, and repaid $74,658. As at September 30, 2025, the outstanding balance is $nil (Note 8(a)) (December 31, 2024 - $74,658).
- Financial Instruments
As at September 30, 2025, the Company's financial instruments comprise cash, accounts receivables, accounts payable and accrued liabilities, loans payable, term loan, lease liabilities and factoring liability. The fair values of the Company's financial instruments approximate their carrying values due to their short-term maturity or market interest rates.
Fair value of financial instruments:
Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The three levels of the fair value hierarchy are:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly
Level 3 - Inputs that are not based on observable market data.
The Company's activities expose it to financial risks of varying degrees of significance, which could affect its ability to achieve its strategic objectives for growth and shareholder returns. The principal financial risks to which the Company is exposed are credit risk, liquidity risk and currency risk. The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework and reviews the Company's policies on an ongoing basis.
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Financial Instruments (continued)
Credit risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations, including accounts receivable terms. The Company's cash is held through large Canadian, international, and foreign national financial institutions. The Company's receivables primarily consist of GST receivable due from the Canadian government and trade receivables that the Company continues to collect. These trade receivables are primarily with continuing customers and are not subject to significant credit risk. As at September 30, 2025, the Company's trade receivables totalling $773,263 are from four customers (December 31, 2024 - $130,000). The Company's maximum exposure to credit risk is limited to the carrying amount of cash and accounts receivables.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure. To mitigate this risk, the Company has a planning and budgeting process in place to determine the funds required to support its ongoing operations and capital expenditures. The Company ensures that sufficient funds are raised from equity offerings or debt financings to meet its operating requirements, after considering existing cash balances, expected exercise of share purchase warrants, and stock options. The Company's ability to continue as a going concern involves significant judgements and estimates while determining forecasted cashflows and is dependent on the Company's ability to obtain financing (Note 1). As at September 30, 2025, the Company had cash of $640,907 (December 31, 2024 - $1,153,229) to settle current liabilities of $7,928,084 (December 31, 2024 -
$6,607,387).
Market risk
This risk refers to the potential fluctuations in the fair value or future cash flows of a financial instrument due to changes in market prices. The Company is exposed to the following significant market risks:
Interest rate risk
Interest rate risk arises from changes in market rates of interest that could adversely affect the Company. The Company currently has interest-bearing financial instruments in relation to loans and factoring liability (Note 8, 9 and 10). The
Company's exposure to interest rate risk is minimal as the interest rates are at a fixed percentage on the loans payable, term loans and factoring liability.
Foreign currency risk
The Company is exposed to currency risk by having balances and transactions in currencies that are different from its functional currency. The Company operates in foreign jurisdictions, which uses the U.S. dollar. The Company does not use derivative instruments to reduce upward, and downward risk associated with foreign currency fluctuations.
Amounts CAD dollars | ||
Financial assets denominated in foreign currencies | $ | 182,452 |
Financial liabilities denominated in foreign currencies | (619,957) | |
Net exposure | $ | (437,505) |
A 10% change in the U.S. dollar exchange rate relative to the Canadian dollar would change the Company's comprehensive loss by $(31,982).
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Financial Instruments (continued)
(c) Market risk (continued) Price risk
The Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market.
The Company closely monitors individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
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Capital Risk Management
The Company manages common shares, stock options, performance share units, restricted share units, and share purchase warrants as capital. The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to pursue the development of its products and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.
The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, acquire or dispose of assets, or adjust the amount of cash on hand.
In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions.
In order to maximize ongoing development efforts, the Company does not pay out dividends. The Company's investment policy is to keep its cash treasury on deposit in an interest-bearing chartered bank account. Cash consists of cash on held with banks.
The Company expects its current capital resources will be sufficient to carry its operations, and product development plans for the foreseeable future. Except for the security pledged in certain short-term loans and the factoring liability as outlined in Notes 8 and 9 respectively, the Company is not subject to externally imposed capital requirements.
There has been no change to the Company's approach to capital management during the six months ended September 30, 2025.
- Segmented Information
The Company operates through three distinct segments: Corporate, HEXWAVE and Contract. The operating segments of the Company are based on the reports which are reviewed by the chief operating decision maker ("CODM") in making strategic resource allocation decisions. The Company considers its CODM to be its CEO, who evaluate the operations of each reportable segment.
The CODM reviews the net income (loss) of each of these segments in allocating resources and evaluating operating performance. The corporate reporting segment covers the Company's non-allocated, general overhead expenses, such as legal, compliance, accounting, head-office staff, and other such items. This reporting segment is reviewed for cost control and budgetary considerations.
21. Segmented Information (continued)The following tables summarize the Company's segments for the nine and three months ended September 30, 2025, and 2024:
For the nine months ended September 30, 2025 | ||||
Corporate $ | HEXWAVE $ | Contract $ | Total $ | |
Revenue | - | 1,004,448 | 854,849 | 1,859,297 |
Cost of revenue | - | 1,814,494 | 1,493,636 | 3,308,130 |
Net loss for the year | (4,231,691) | (2,930,958) | (3,149,648) | (10,312,297) |
For the three months ended September 30, 2025 | ||||
Revenue | Corporate $ - | HEXWAVE $ 224,090 | Contract $ 150,000 | Total $ 374,090 |
Cost of revenue | - | 539,711 | 394,939 | 934,650 |
Net loss for the year | (830,004) | (1,070,490) | (869,361) | (2,769,855) |
For the nine months ended September 30, 2024 | ||||
Corporate | HEXWAVE | Contract | Total | |
Revenue | $ - | $ 1,447,532 | $ 1,250,000 | $ 2,697,532 |
Cost of revenue | - | 2,154,862 | 2,050,839 | 4,205,701 |
Net loss for the year | (2,640,779) | (1,665,257) | (2,123,691) | (6,429,727) |
For the three months ended September 30, 2024 | ||||
Corporate | HEXWAVE | Contract | Total | |
$ | $ | $ | $ | |
Revenue | - | (1,522,564) | (816,965) | (2,339,529) |
Cost of revenue | - | 524,160 | 723,839 | 1,247,999 |
Net loss for the year | (1,695,753) | 22,655 | (760,091) | (2,433,189) |
Geographic Breakdown
As at September 30, 2025, and December 31, 2024, all non-current assets are in the United States.
All revenue from contract segment was earned from one customer in the United States (2024 - one customer).
For the period ended September 30, 2025, revenues from external customers attributable to the Company's country of domicile, Canada, were approximately $nil. Revenues attributable to customers in the United States totaled approximately
$780,358. Revenues from all other foreign countries in aggregate totaled $nil. The determination of revenues by geographic area is based on the location of the customer.
For the period ended September 30, 2025, revenues from five customers represented approximately 92% of HEXWAVE™ revenues. Of these, one customer accounted for approximately $390,000 (39% of HEXWAVE™ revenues), another accounted for approximately $238,000 (24%), another accounted for approximately $185,000 (18%), and another accounted for approximately $108,500 (11%). All of these customers are located in the United States. No other individual customer accounted for 8% or more of total revenues.
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Segmented Information (continued)
For the period ended September 30, 2024, revenues from external customers attributable to the Company's country of domicile, Canada, were approximately $142,032. Revenues attributable to customers in the United States totaled approximately $1,245,500. Revenues from all other foreign countries in aggregate totaled $60,000. The determination of revenues by geographic area is based on the location of the customer.
For the period ended September 30, 2024, revenues from four customers represented approximately 85% of HEXWAVE™ revenues. Of these, one customer accounted for approximately $285,000 (20% of HEXWAVE™ revenues), another accounted for approximately $142,032 (10%), and another accounted for approximately $105,500 (7%), and another accounted for approximately $95,000 (7%). All of these customers are located in the United States. No other individual customer accounted for 6% or more of total revenues.
- Subsequent Events
After September 30, 2025, the Company received CAD$1,895,093 in cash proceeds from the exercise of 5,634,551 warrants. Accordingly, the Company issued 5,634,551 common shares in relation to these warrant exercises.
