v3.26.1
RELATED PARTY TRANSACTIONS
6 Months Ended
May 31, 2026
RELATED PARTY TRANSACTIONS  
RELATED PARTY TRANSACTIONS

13.RELATED PARTY TRANSACTIONS

During the six months ended May 31, 2026, the Company incurred $135,030 (for the six months ended May 31, 2025 - $90,000) in fees to the CEO of the Company, and $25,000 of bonus to the CEO (for the six months ended May 31, 2025 - $Nil) payable upon completion of the de-SPAC transaction (Note 4). As of May 31, 2026, $60,030 of CEO fees (November 30, 2025 - $15,000), and $12,886 in expense reimbursements (November 30, 2025 - $Nil) were included in due to related parties.

During the six months ended May 31, 2026, the Company incurred $78,009 (for the six months ended May 31, 2025 - $Nil) in fees to the Chief Financial Officer (the “CFO”) of the Company. As of May 31, 2026, $24,259 of CFO fees (November 30, 2025 - $10,750) and $1,947 in expense reimbursements (November 30, 2025 - $Nil) were included in due to related parties.

During the six  months ended May 31, 2026, the Company incurred $Nil (for the six months ended May 31, 2025 - $90,000) in fees with a company controlled by the former Chief Financial Officer (the “former CFO”) of the Company. As of May 31, 2026, $Nil of former CFO fees (November 30, 2025 - $15,000) and $Nil in expense reimbursements (November 30, 2025 - $Nil) were included in due to related parties.

During the six months ended May 31, 2026, the Company incurred $72,500 (for the six months ended May 31, 2025 - $90,000) of consulting fees with a company controlled by a director of the Company. As of May 31, 2026, $15,000 (November 30, 2025 - $22,500) of consulting fees and $6,008 (November 30, 2025 - $7,971) in expense reimbursements were included in due to related parties.

During the six months ended May 31, 2026, the Company incurred $135,000 (for the six months ended May 31, 2025 - $231,250) of consulting fees with a company (for the six months ended May 31, 2025 - two companies) controlled by a stockholder of the Company. As of May 31, 2026, $Nil (November 30, 2025 - $67,875) of consulting fees and $Nil (November 30, 2025 - $128,064) in expense reimbursements were included in due to related parties.

Additionally, there was one stockholder who held over 5% of the Company’s common stock during the six months ended May 31, 2025 that provided consulting services to the Company. The stockholder no longer holds over 5% of the Company’s common stock during the six months ended May 31, 2026. During the six months ended May 31, 2026, the Company incurred $Nil (for the six months ended May 31, 2025 - $90,250) of consulting fees with this stockholder. As of May 31, 2026, $Nil (November 30, 2025 - $12,865) was included in due to related parties for amounts relating to expense reimbursements due to a stockholder.

During the six months ended May 31, 2026, the Company granted the following stock options and RSUs to related parties:

750,000 stock options with grant date fair value of $4,917,072 and 250,000 RSUs with grant date fair value of $2,380,000 to the CEO;
14,000 stock options with grant date fair value of $89,084 and 42,000 RSUs with grant date fair value of $384,300 to the CFO; and,
40,625 stock options with grant date fair value of $250,536 and 121,875 RSUs with grant date fair value of $1,115,156 to four directors.

During the six months ended May 31, 2026, the Company incurred $3,069,747 (for the six months ended May 31, 2025 - $Nil) of stock based compensation to the CEO and CFO, recognized in salaries and wages; and $731,157 (for the six months ended May 31, 2025 - $Nil) of stock based compensation to the Company’s directors, recognized in professional fees (Note 14).