Commitment and Contingencies |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitment and Contingencies | Note 10. Commitment and Contingencies
Office lease
On January 1, 2022, the Company entered into a verbal month-to-month lease agreement for its executive offices with an unrelated third party and paid $25,800 on the lease for the six months ended June 30, 2025. For the six months ended June 30, 2026, the Company paid $9,000 under this lease.
The offices and facility of TOBC are located in Nanaimo, British Columbia, Canada and are on land which was leased to TOBC for approximately $2,500 per month plus taxes, from Steve and Janet Atkinson, a related party and the former TOBC owners. On April 1, 2022, TOBC entered into a new five-year lease with Steve and Janet Atkinson for CAD$2,590 per month plus taxes, and an additional five-year lease with Kathryn Atkinson for CAD$2,370 per month plus taxes. Both leases are renewable for two additional five-year terms.
On March 4, 2026, the Company, through its subsidiary TOBC, filed an application with the Supreme Court of British Columbia seeking to set aside a February 23, 2026 order that terminated its lease and granted possession of the leased property to the landlords. The Company is seeking relief, including reinstatement of the lease, and contends that certain relevant facts were not presented to the Court at the original hearing. A hearing on the application was held on March 9, 2026, and the Court has reserved judgment.
On June 2, 2026, the Supreme Court of British Columbia dismissed the application filed by the Company’s subsidiary, TOBC, seeking reconsideration of the Court’s February 23, 2026 order terminating TOBC’s commercial lease and granting possession of the leased aquaculture facility to the landlords.
On June 24, 2026, TOBC filed a Notice of Appeal with the Court of Appeal for British Columbia seeking to overturn the June 2, 2026 judgment. Among other grounds, the appeal contends that the Supreme Court failed to address provisions of the parties’ lease agreement, including Paragraph 39(f), which the Company believes prohibited either party from commencing legal proceedings while the parties were engaged in the contractual mediation process. The Company contends that, at the time the landlords commenced their petition seeking termination of the lease, the parties were already participating in mediation pursuant to the lease agreement and that this contractual provision was neither presented to nor considered by the Court in rendering its decision. The Company further notes that, in its June 2, 2026 Reasons for Judgment, the Court acknowledged that TOBC’s January 2026 rent payment was made within the lease’s contractual grace period.
The appeal seeks, among other relief, an order setting aside the June 2, 2026 judgment and remitting the matter to the Supreme Court of British Columbia for a new hearing on the reconsideration application.
The appeal is in its preliminary stages, and no hearing date has been scheduled. The Company intends to pursue all available legal remedies. Because appellate proceedings are inherently uncertain, there can be no assurance that the appeal will be successful. Accordingly, the Company cannot predict the ultimate outcome of the appeal or reasonably estimate any potential loss, if any, related to this litigation.
Rental and equipment lease expenses were approximately $3,900 for related party and $ for non-related party for the six months ended June 30, 2026. For the six months ended June 30, 2025, rental lease expenses was approximately $22,900 for related party and $ for non-related party.
|