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RELATED PARTY TRANSACTIONS
 9 Months Ended
Sep. 30, 2025
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

12. RELATED PARTY TRANSACTIONS

 

The following amounts due to related parties are included in trade payables and accrued liabilities (Note 7).

 

  

September 30, 2025

$

  

December 31, 2024

$

 
         
Directors and officers of the Company   11,500    1,259,665 
Total   11,500    1,259,665 

 

Included in the amounts due to related parties at December 31, 2024, is $1,168,729 due to the Company’s former Chief Executive Officer related to his departure from the Company and is payable in equal monthly installments of $48,697 until December 31, 2026. The former Chief Executive Officer was not considered a related party at September 30, 2025.

 

These amounts are unsecured, non-interest bearing and have 30-day fixed terms of repayment with the exception of the retirement payment, as noted above.

 

(a) Related party transactions

 

During 2024, EdgePoint and its affiliates, related parties of the Company, subscribed for 384,615 June 2024 Units as part of the June 2024 Financing. As of December 31, 2024, EdgePoint and its affiliates beneficially owned 1,191,661 Common Shares and 685,815 warrants, representing approximately 12.8% of the issued and outstanding Common Shares (approximately 18.8% on a partially-diluted basis assuming the exercise of all warrants held by EdgePoint).

 

On March 18, 2025, the Company closed the March 2025 Financing which included the conversion of its Term Loan held by EdgePoint and its affiliates to equity (Note 9). The Company issued to EdgePoint and its affiliates an aggregate of 3,480,392 Settlement Units. As of September 30, 2025, EdgePoint and its affiliates beneficially owned an aggregate of 4,672,053 Common Shares and 4,166,207 warrants, representing approximately 21.8% of the outstanding Common Shares (approximately 34.5% on a partially-diluted basis assuming the exercise of all warrants held by EdgePoint).

 

In connection with the Private Placement (Note 11(a)), certain insiders of the Company subscribed for an aggregate of 196,833 Private Placement Units for gross proceeds of $1,181,000.

 

For the three and nine months ended September 30, 2025, the Company paid interest of $nil (three months ended September 30, 2024 - $524,912) and $268,896 (nine months ended September 30, 2024 - $1,563,324), respectively, to Cymbria. For the three and nine months ended September 30, 2025, the Company recognized a loss on the Debt Conversion of $nil and $5,982,434 (three and nine months ended September 30, 2024 - $nil), respectively.

 

(b) Key management personnel are defined as members of the Board of Directors and certain senior management.

 

Key management compensation was related to the following:

 

  

Three months ended

September 30,

  

Nine months ended

September 30,

 
  

2025

$

  

2024

$

  

2025

$

  

2024

$

 
Salaries and management fees   186,145    269,615    646,654    761,797 
Severance and transition costs   728,611    -    728,611    - 
Site operations and administration   337,566    534,426    1,173,023    1,714,022 
Director fees, net of DSU fair value movements   (336,784)   164,193    280,267    408,590 
Share-based compensation   273,923    426,534    1,019,060    868,530 
Total compensation   1,189,461    1,394,768    3,847,615    3,752,939 

 

For the three and nine months ended September 30, 2025, the Company incurred $728,611 in severance and transition costs related to the departure of the Company’s former Chief Financial Officer (three and nine months ended September 30, 2024 – $nil).

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in Canadian dollars)