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Subsequent events
3 Months Ended
Oct. 31, 2025
Subsequent events [Abstract]  
Subsequent events
18.
Subsequent events


Agreement and Plan of Merger with Southern Energy Renewables Inc.



On December 3, 2025, the Company entered into an Agreement and Plan of Merger with Southern Energy Renewables Inc. (“Southern”) and Sierra Merger Sub, Inc., a Delaware corporation and a newly-formed wholly owned subsidiary of the Company. The transaction contemplates (i) a domestication of the Company into a Delaware corporation, (ii) a merger in which Southern will become a wholly owned subsidiary of the Company, and (iii) the issuance of Company common shares to Southern’s existing shareholders such that, upon completion of the merger, the Southern shareholders (inclusive of the concurrent PIPE described below) will hold approximately 70% of the Company’s common shares on a fully diluted basis, resulting in a reverse takeover of the Company by Southern.



Concurrent with signing the Merger Agreement, a Southern investor completed a private placement investment of approximately $2,000,000 for 128,370 common shares of the Company at a price of $15.58 per share. The Company also agreed to register the resale of the PIPE shares and the shares issuable to Southern shareholders following the closing of the merger.



Side Letter with Helena I



On the same date, the Company entered into a side letter with Helena I amending the terms of the Company’s existing convertible note and equity line of credit arrangements (Note 8). The amendments include, among other items, limitations on Helena’s sales of conversion shares, subject to trading-volume conditions, and a requirement that the Company draw a minimum of $7,500,000 in aggregate proceeds under the equity line of credit prior to February 28, 2026. These limitations may cease to apply if the Company defaults under the convertible note or is unable to submit compliant advance notices under the equity line of credit for more than five trading days.


Issuance of shares

In December 2025, the Company issued 411,000 shares in accordance with the ELOC Agreement with Helena I (Note 8) for gross proceeds of $821,229. $205,307 of the gross proceeds are used to repay the Crypto Strategy Convertible Debt (Note 10).



These transactions occurred after the balance sheet date and do not relate to conditions existing as of October 31, 2025. Accordingly, no adjustments have been made to the accompanying financial statements.