v3.26.1
Related party transactions
9 Months Ended
May 31, 2026
Related party transactions  
Related party transactions

17. Related party transactions

Companies related through common ownership

EB Rental Ltd. [prior to June 3, 2021]

7858078 Canada Inc. [prior to June 3, 2021]

Montana Strategies Inc. [prior to April 25, 2024]

Strategies EB Inc. [prior to April 25, 2024]

Key management personnel of the Company have control over the following entities

California Electric Boat Company Inc.

Hurricane Corporate Services Ltd. (prior to March 1, 2024)

Mac Engineering SASU (prior to July 11, 2025)

Marine Ventures LLC (since June 20, 2025)

1925 Holiday Holdings LLC (since June 20, 2025)

300 US 1 Holdings LLC (since June 20, 2025)

Palm City Marine LLC (since June 20, 2025)

NVPB Marina Holdings LLC (since June 20, 2025)

NV FL 1440 Holdings LLC (since June 20, 2025)

NV FL Holdings LLC (since June 20, 2025)

Nautical Ventures South Inc. (since June 20, 2025)

Ultimate founder shareholders and their individually controlled entities

Alexandre Mongeon

Patrick Bobby

Robert Ghetti

9335-1427 Quebec Inc.

9519-0682 Quebec Inc.

Immobilier R. Ghetti Inc.

Société de Placement Robert Ghetti Inc.

Proceeds receivable from related parties

Under the Real Estate Agreement entered into concurrently with the acquisition of NVG, the Company is entitled to recover value from six real estate properties owned by Marine Ventures LLC and other related entities, either through:

(i)receipt of net cash proceeds upon sale to third parties; or

(ii)

non-cash settlement through the transfer of the underlying properties to the Company at fair market value, net of outstanding mortgage balances and transaction costs.

The Proceeds receivable from related parties represents the Company’s contractual right to recover value through either of these settlement mechanisms and, accordingly, is presented as a financial asset rather than as real estate or investment property until settlement occurs.

As at the acquisition date of June 20, 2025, the Company recognized Proceeds receivable from related parties of $10,389,917, representing the fair value of its right to receive such proceeds. As at August 31, 2025, the balance of Proceeds receivable from related parties remained $10,389,917.

In October 2025, two of the six properties were sold by Marine Ventures LLC, resulting in the receipt of net cash proceeds of $3,833,603 during the three-month period ended November 30, 2025. Following these transactions, the non-interest-bearing demand note receivable from Marine Ventures LLC was fully settled, and the remaining balance of $6,556,314 represents a contingent receivable related to the remaining properties.

As at May 31, 2026, the fair value of the Proceeds receivable from related parties was $6,556,314, which is disaggregated by expected settlement mechanism as follows:

  ​ ​ ​

  ​ ​ ​

Discounted

Number of

receivable

Expected settlement mechanism

properties

$

Sale to third party (cash settlement)

 

3

 

5,577,163

Transfer to the Company (non-cash settlement)

 

1

 

979,151

Total Proceeds receivable from related party

4

6,556,314

For properties expected to be sold to third parties, the receivable reflects estimated net cash proceeds based on fair market value, less outstanding mortgage balances, selling commissions and transaction costs, discounted to present value based on the expected timing of sale.

For properties expected to be transferred to the Company rather than sold to third parties, collectability is achieved through delivery of the underlying real estate assets measured at fair value, rather than through external liquidation. This settlement mechanism does not impair collectability, as the Company ultimately recovers value equivalent to the receivable through acquisition of identifiable real estate assets.

Because the cash flows associated with the Proceeds receivable from related parties are not solely payments of principal and interest, the contingent receivable is measured at fair value through profit or loss in accordance with IFRS 9.

At May 31, 2026, the fair value of $6,556,314 reflected:

management’s estimate of expected net proceeds or fair value of properties to be transferred;
the expected timing of settlement, ranging from June 2026 to November 2026;
probability-weighted outcomes consistent with market participant assumptions; and
discounting of estimated cash flows using credit-adjusted discount rates ranging from approximately 16.8% to 17.8%.

Although updated valuation work indicates potential upside relative to the current carrying amount, management has concluded that it would not be appropriate to recognize any increase in the receivable at May 31, 2026 due to the absence of corroborating transactional evidence, such as completed sales or property transfers, as of the reporting date.

A 100% probability was assigned to realization of the Proceeds receivable from related parties based on the valuations and sales processes in place at the acquisition date.

Right of use assets and lease liabilities

The Company leases four properties from Marine Ventures LLC. These leases are accounted for as right-of-use assets and lease liabilities. As at May 31, 2026, the right-of-use asset for these leases was $5,263,826 [August 31, 2025 – $6,360,457] and the lease liability was $5,453,428 [August 31, 2025 – $6,290,920].

Related party transactions and balances

The following table summarizes the Company’s related party transactions for the period:

Three-month

  ​ ​ ​

Three-month

  ​ ​ ​

Nine-month

  ​ ​ ​

Nine-month

  ​ ​ ​

period ended

  ​ ​ ​

period ended

  ​ ​ ​

period ended

  ​ ​ ​

period ended

May 31,

May 31,

May 31,

May 31,

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

2025

$

$

$

$

Expenses

Research and development

Mac Engineering, SASU

997,479

Interest expense

Roger Moore

74,913

224,161

Rent expense

California Electric Boat Company

52,979

48,942

156,604

146,827

Marine Ventures LLC

143,720

Income booked through Contributed Surplus

Management fees

Marine Ventures LLC

 

 

 

159,269

 

The following table summarizes the remuneration paid to directors and key management of the Company:

Three-month

  ​ ​ ​

Three-month

  ​ ​ ​

Nine-month

  ​ ​ ​

Nine-month

  ​ ​ ​

period ended

  ​ ​ ​

period ended

  ​ ​ ​

period ended

  ​ ​ ​

period ended

May 31,

May 31,

May 31,

May 31,

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

2025

$

$

$

$

Salaries and benefits

481,347

264,414

1,372,487

778,813

Share-based payments – capital stock

 

11,377

29,588

 

199,227

Share-based payments – RSUs

18,270

49,250

Share-based payments – stock options

 

1,825

2,820

8,395

 

14,703

 

501,442

278,611

1,459,720

 

992,743

The amounts due to and from related parties are as follows:

  ​ ​ ​

As at

  ​ ​ ​

As at 

May 31,

August 31,

2026

2025

$

$

Amounts due from related parties included in share subscription receivable

 

  ​

 

  ​

9335-1427 Quebec Inc.

 

 

18,193

Alexandre Mongeon

 

 

10,333

 

 

28,526

Amounts prepaid by related parties included in prepaid expenses and deposits to suppliers

Marine Ventures LLC

133,775

133,775

Amounts due to (from) related parties

Alexandre Mongeon

(12,133)

Roger Moore

10,000

Jesse Coors

50,000

47,867

Amounts due to related parties included in trade and other payable

Alexandre Mongeon

11,538

16,946

Raffi Sossoyan

3,843

7,277

Roger Moore*

33,986

19,520

Maxime Poudrier

2,885

Daniel Rathe

3,077

6,154

Marine Ventures LLC

97,667

1925 Holiday Holdings LLC

131,601

Palm City Marine LLC

 

34,022

 

NVPB Marina Holdings LLC

24,973

NV FL 1440 Holdings LLC

 

111,900

 

NV FL Holdings LLC

400,567

856,059

49,897

*includes interest payable at May 31, 2026 of $27,255 (August 31, 2025 - $6,058)

  ​ ​ ​

As at

  ​ ​ ​

As at 

May 31,

August 31,

2026

2025

$

$

Proceeds receivable from related parties

Non-interest bearing demand note receivable from Marine Ventures LLC

3,422,154

Contingent receivable from Marine Ventures LLC

6,556,314

6,967,763

6,556,314

10,389,917

Purchase consideration payable to related party

Initial Convertible Note due to Roger Moore (note 16)

3,229,563

3,111,810

Subsequent Convertible Note due to Roger Moore (note 16)

821,339

653,262

Real Estate Note due to Roger Moore (note 16)

1,609,019

1,283,434

5,659,921

5,048,506

Amounts due from related parties included in share subscription receivable, amounts due to (from) related parties and amounts due to related parties included in trade and other payables are non-interest bearing and have no specified terms of repayment.