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Share capital | 3 Months Ended
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Oct. 31, 2025
Share capital [Abstract] |
Share capital |
13. | Share capital
(a) | Authorized
The Company is authorized to issue an unlimited number of common stock without par value. The Company is authorized to issue an unlimited number of preferred stock, issuable in series in accordance with the Business Corporations Act of Alberta, Canada.
(b) | Shares issued
Shares issued during the three months ended October 31, 2025 In August 2025, the Company issued 300,000 shares in accordance with the ELOC Agreement with Helena I (Note 8) for gross proceeds of $756,600. Shares issued during the three months ended October 31, 2024 On September 5, 2024, the Company issued 1,596 shares with a fair value of $47,904 in settlement of accounts payable in the amount of $39,527 and recognized a loss on the settlement of $8,377. In October 28, 2024, the Company issued 2,244 shares with a fair value of $49,500 for the conversion of the mandatory convertible debentures. On October 29, 2024, the Company issued 9,176 shares for the exercise of 9,176 share purchase warrants, at an exercise price of CAD$13.08 per share for gross proceeds of $86,237. The fair value of the warrants was $303,492.
(c) | Share purchase warrants
The continuity of share purchase warrants is as follows:
|  | Number of warrants |  |  | Weighted Average Exercise price |  |  | Remaining life (Years) |
Balance, July 31, 2024 |  |  | 132,811 |  |  | $ | 47.23 |  |  |  | 0.67 |
Issued on RTO (Note 4) |  |  | 22,699,987 |  |  | $ | 1.52 |  |  |  | - |
Exercised |  |  | (9,176 | ) |  | $ | 9.50 |  |  |  | - |
Expired |  |  | (105,032 | ) |  | $ | 56.90 |  |  |  | - |
Balance, July 31, 2025 |  |  | 22,718,590 |  |  | $ | 1.53 |  |  |  | 4.27 |
Balance, October 31, 2025 |  |  | 22,718,590 |  |  | $ | 1.53 |  |  |  | 4.02 |
As at October 31, 2025, the following share purchase warrants were outstanding:
Number of warrants outstanding |  | Exercise price |  | Expiry date |
18,603 |  | CAD$13.08 |  | September 29, 2026 |
22,699,987* |  | $1.52 |  | November 6, 2029 |
22,718,590 |  |  |  |  |
*Each warrant exercisable for 0.09692 common stock. All of the warrants outstanding are liability classified (Note 11). The Company has 1,122 warrants with an exercise price of CAD$67.30 to be issued as of October 31, 2025. Of the 22,699,987 warrants issued on the RTO, 11,200,000 were to replace former SPAC public warrants (“Public Warrants”), and 11,499,987 were to replace former SPAC private warrants (“Private Warrants”, together with Public Warrants, “SPAC Warrants”). Each SPAC Warrant is exercisable at $1.52 for 0.09692 shares of common stock. In connection with the Initial Business Combination, the Company assumed the agreements for the SPAC Warrants between the Company’s predecessor, Focus Impact Acquisition Corp., and Continental Stock Transfer & Trust Company, as warrant agent, and entered into such amendments thereto as were necessary to give effect to the provisions of the BCA, and each SPAC Warrant then outstanding and unexercised automatically without any action on the part of its holder was converted into a warrant of the Company. Each replacement warrant is subject to the same terms and conditions, including exercisability terms, as were applicable to the corresponding SPAC Warrants immediately prior to the Initial Business Combination, except to the extent of such terms or conditions that are rendered inoperative by the Initial Business Combination. Accordingly, following the Initial Business Combination:
• | each replacement warrant will be exercisable solely for the Company’s common shares;
• | the number of the Company’s common shares subject to each replacement warrant will be equal to the number of Class A common shares subject to the applicable SPAC Warrant (subject to amendments as set forth in the agreement to the SPAC Warrants)
• | the per share exercise price for the Company’s common shares issuable upon exercise of such replacement warrant will be equal to the per share exercise price for the Class A Common Shares subject to the applicable SPAC Warrant, as in effective prior to the Initial Business Combination (subject to amendments as set forth in the agreement to the SPAC Warrants)
Public Warrants The Company had agreed that as soon as practicable, but in no event later than twenty business days after the closing of the Initial Business Combination, the Company would use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the warrants, and the Company would use commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of common stock until the warrants expired or were redeemed, as specified in the warrant agreement; provided that if the Company’s common stock was at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfied the definition of a ‘‘covered security” under Section 18(b)(1) of the Securities Act, the Company may at the Company’s option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elected, would not be required to file or maintain in effect a registration statement, but would use commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of the Initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company would have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the lessor of (A) the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) the product of 0.361 and the number of whole warrants being exercised by such holder. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Private Warrants The Private Warrants are not redeemable by the Company so long as they are held by Focus Impact Sponsor or its permitted transferees. Focus Impact Sponsor or its permitted transferees have the option to exercise the Private Warrants on a cashless basis Company’s right to redemption of warrants The Company may redeem the outstanding Public Warrants under the following conditions, while a registration statement covering the common stock issuable upon exercise of the warrants is effective, upon a minimum of 30 days’ prior written notice of redemption to each warrant holder:
| (1) | Redemption at a price of $0.01 per warrant
If common stock is trading at a price in excess of $23.90 (“Upper Redemption Trigger”) for any 20 trading days within a 30-day period ending three trading days before the Company sends a notice of redemption to the warrant holders.
| (2) | Redemption at a price of $0.10 per warrant
|  | If the common stock is trading in excess of $13.20 (“Lower Redemption Trigger”) for any 20 trading days within a 30-day period ending three trading days before the Company sends a notice of redemption to the warrant holders.
|  | Concurrently, if the common stock is trading at a price of less than the Upper Redemption Trigger for any 20 trading days within a 30-day period ending three trading days before the Company sends a notice of redemption to the warrant holders, the Private Warrants must also be concurrently called for redemption on the same terms as the Public Warrants.
Adjustments to exercise price of SPAC Warrants The terms of the SPAC Warrants provided for an adjustment of the exercise price if the Initial Business Combination issued shares at a price (“Newly Issued Price”) below $92.00 per share, the aggregate gross proceeds from such issuances represent more than 60% of total equity proceeds, and the 20-day VWAP of the Company’s shares upon Initial Business Combination (“Market Value”) is below $92.00. In such event, the exercise price will be adjusted to be 115% of the higher of the Market Value and the Newly Issued Price (“Reference Price”); the Upper Redemption Trigger will be adjusted to be 180% of the Reference Price ; and the Lower Redemption Trigger will be adjusted to the Reference Price. On December 6, 2024, the Company determined the Newly Issued Price was $13.20; and the Market Value was $9.40. Accordingly the Reference Price was set at $13.20. The Company accordingly issued a notice of warrant adjustment to holders of SPAC Warrants, effecting the following adjustments in accordance with the terms of the SPAC Warrants:
• | Adjustment to the exercise price of the SPAC Warrants to $1.52 per 0.09692 share of the common stock of the Company, being 115% of Reference Price;
• | Adjustment of the Upper Redemption Trigger to $23.90 per share of the common stock of the Company, being 180% of Reference Price;
• | Adjustment of the Lower Redemption Trigger to $13.20 per share of the common stock of the Company, being the Reference Price
The number of SPAC Warrants outstanding is not impacted by the consolidation arising from the RTO (Note 4) nor the reverse stock split of the Company. Correspondingly, the exercise price is also not adjusted. Instead, the number of shares each SPAC Warrant is exercisable into is adjusted to account for such adjustments. Upon RTO, the number of shares each SPAC Warrant is exercisable into (“Exercise Ratio”) is reduced from 1 to 0.9692. Upon reverse stock-split in August 2025, the Exercise Ratio is further reduced to 0.09692. As set forth in the warrant agreement for the SPAC Warrants, the SPAC Warrants are not exercisable for any fractional shares. If, by reason of any adjustment made pursuant to the terms of the SPAC Warrants, the holder would be entitled to a fractional interest in a shares upon exercise of such SPAC Warrant, the Company shall round down to the nearest whole number of common shares to be issued to such holder upon exercise.
(d) | Stock options
The continuity of the Company’s stock options is as follows:
|  | Number of stock options |  |  | Weighted average exercise price |
Outstanding, October 31, 2024 and July 31, 2024 |  |  | 62,772 |  |  | $ | 40.20 |
Forfeited |  |  | (1,395 | ) |  | $ | 37.74 |
Granted |  |  | 50,000 |  |  | $ | 2.32 |
Cancelled |  |  | (2,733 | ) |  | $ | 37.74 |
Outstanding, July 31, 2025 |  |  | 108,644 |  |  | $ | 22.79 |
Outstanding, October 31, 2025 |  |  | 108,644 |  |  | $ | 22.50 |
Exercisable, July 31, 2025 |  |  | 51,859 |  |  | $ | 40.16 |
Exercisable, October 31, 2025 |  |  | 51,859 |  |  | $ | 39.63 |
As at October 31, 2025, the weighted average remaining contractual life of outstanding options is 4.66 years (July 31, 2025 – 4.90 years). As at October 31, 2025, the following stock options were outstanding and exercisable:
Number of options outstanding |  | Exercise price |  | Expiry date |  | Number of options exercisable |
2,676 |  | CAD$52.40 |  | January 17, 2028 |  | 2,676 |
9,176 |  | CAD$52.40 |  | February 6, 2028 |  | 9,176 |
8,411 |  | CAD$72.60 |  | May 15, 2028 |  | 7,035 |
764 |  | CAD$77.20 |  | June 26, 2028 |  | 764 |
50,000 |  | $2.32 |  | March 26, 2030 |  | - |
22,938 |  | CAD$52.40 |  | January 17, 2032 |  | 19,500 |
4,588 |  | CAD$52.40 |  | March 1, 2032 |  | 3,900 |
917 |  | CAD$52.40 |  | March 14, 2032 |  | 780 |
7,646 |  | CAD$52.40 |  | October 12, 2032 |  | 6,500 |
1,528 |  | CAD$52.40 |  | February 6, 2033 |  | 1,528 |
108,644 |  |  |  |  |  | 51,859 |
Stock options issued during the three months ended October 31, 2025 No stock options were issued during the three months ended October 31, 2025. Stock options issued during the three months ended October 31, 2024 No stock options were issued during the three months ended October 31, 2024. Share-based compensation – Stock options Share-based payments relating to the vesting of stock options for the three months ended October 31, 2025 was $18,437 (2024 - $80,893) and is recorded as salaries and wages on the consolidated statement of operations. As of November 6, 2024, upon the listing of the Company’s shares on the NASDAQ, 58,644 stock options outstanding are liability classified (Note 12). As of October 31, 2025, the total intrinsic value of stock options outstanding and exercisable was $Nil and $Nil, respectively. The intrinsic value of outstanding stock options is based on the Company’s closing stock price on October 31, 2025.
(e) | Restricted stock units (“RSUs”)
The continuity of the Company’s RSU’s is as follows:
|  | Number of RSUs |
Outstanding, July 31, 2024 |  |  | 121,475 |
Granted |  |  | 30,586 |
Forfeited |  |  | (3,753 | )
Outstanding, July 31, 2025 and October 31, 2025 |  |  | 148,308 |
No RSUs were granted during the three months ended October 31, 2025 and 2024. As at October 31, 2025, the following RSUs were outstanding and vested:
Number of RSUs outstanding |  |  | Grant date |  | Number of RSUs Vested |
| 917 |  |  | November 30, 2021 |  |  | 917 |
| 38,232 |  |  | December 24, 2021 |  |  | 32,496 |
| 1,009 |  |  | March 1, 2022 |  |  | 1,009 |
| 62,702 |  |  | March 14, 2022 |  |  | 53,985 |
| 14,862 |  |  | July 30, 2024 |  |  | 7,086 |
| 30,586 |  |  | March 26, 2025 |  |  | 25,998 |
| 148,308 |  |  |  |  |  | 121,491 |
Share-based compensation – RSU’s Share-based payments relating to the vesting of RSUs for the three months ended October 31, 2025 was $41,895 (2024 - $126,343) and is recorded as salaries and wages on the consolidated statement of operations.

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