15. Commitments and contingencies

In the ordinary course of operating, the Company may from time to time be subject to various claims or possible claims. Management believes that there are no claims or possible claims that if resolved, would either individually or collectively result in a material adverse impact on the Company’s financial position, results of operations, or cash flows. These matters are inherently uncertain, and management’s view of these matters may change in the future.

Centurion litigation

On May 30, 2025, certain former consultants, financial advisors and shareholders commenced an action against the Company in the Ontario Superior Court of Justice. The action relates principally to previously terminated consulting and financial advisory arrangements and certain alleged shareholder matters.

The plaintiffs allege, among other matters, that amounts remain payable under the consulting and financial advisory arrangements and seek damages, interest, costs and other relief, including relief under the Canada Business Corporations Act. The plaintiffs have delivered a draft amended statement of claim seeking approximately $2.2 million in monetary damages, together with additional non-monetary relief, including an order requiring the Company to purchase certain common shares and warrants at fair market value.

The Company disputes the allegations and has filed a statement of defence denying that any amounts remain payable under the applicable agreements. The Company’s position is that the agreements were validly terminated following repudiation by the applicable counterparties, that all amounts owing under the agreements were paid, and that the contractual conditions necessary to give rise to the claimed referral and other fees were not satisfied. The Company also denies the plaintiffs’ claims for unjust enrichment and oppression and intends to defend the proceeding vigorously. The Defence specifically states that the agreements were terminated in November 2024 and that the Company’s contractual obligations concluded by December 1, 2024.

The proceeding remains at an early stage, and its ultimate outcome is subject to significant uncertainty. Based on the information currently available, including the Company’s defences and the assessment of external legal counsel, management concluded that an unfavorable outcome was not probable as of May 31, 2026. Accordingly, the Company has not recorded a liability in respect of the asserted claims.

Although the plaintiffs have specified certain damages and other relief, the amounts claimed do not represent management’s estimate of a probable loss. Due to the preliminary stage of the proceeding, the disputed factual and contractual matters, the uncertainty surrounding the availability and measurement of the non-monetary remedies sought, and the inherent unpredictability of litigation, the Company is currently unable to reasonably estimate the amount or range of any possible loss. The Company will continue to evaluate the proceeding and will revise its accounting and disclosures if additional information becomes available.

See Note 10 related to lease commitments.