Share Capital Disclosure

12 Months Ended

May 31, 2024

Notes

Share Capital Disclosure

NOTE 9 - SHARE CAPITAL

Common stock issued during the year ended May 31, 2024

On December 18, 2023, the Company issued an aggregate of 231,813,310 shares of common stock on settlement of $1,622,693 debt at $0.007 per share. Issuance of common stock as part of the Debt Settlement resulted in a change in control of the Company (Note 6).

On March 12, 2024, the Company closed a non-brokered private placement offering (the “Offering”) by issuing 2,500,000 Units of its common stock at $0.03 per Unit for total gross proceeds of $75,000.

Each Unit sold under the Offering consisted of one common share of the Company and one share purchase warrant (the “Warrant”) expiring on March 12, 2026. Each Warrant can be exercised into one share of the Company’s common stock at $0.04 per share expiring on September 12, 2024, and at $0.05 per share during the remaining life of the Warrant. As part of the Offering, 833,333 Units were acquired by Mr. Vahabzadeh, 166,667 Units were acquired by Mr. Vahabzadeh’s spouse, and 833,333 Units were acquired by Mr. Ahdoot.

Common stock issued during the year ended May 31, 2023

During the year ended May 31, 2023, the Company did not have any transactions that would have resulted in the issuance of its common shares.

Options

As at May 31, 2024 and 2023, the Company did not have any share purchase options issued and exercisable.

During the year ended May 31, 2023, options to acquire up to 2,500,000 common shares at $0.35 per share expired unexercised.

Warrants

The changes in the number of warrants outstanding during the years ended May 31, 2024 and 2023, are as follows:

	Year ended May 31, 2024			Year ended May 31, 2023
	Number of warrants	Weighted average exercise price		Number of warrants	Weighted average exercise price
Warrants outstanding, beginning	-	$	n/a	2,988,000	$	0.67
Warrants exercised	2,500,000	$	0.05	-	$	n/a
Warrants expired	-	$	n/a	(2,988,000)	$	0.67
Warrants outstanding, ending	2,500,000	$	0.05	-	$	n/a

The warrants issued and outstanding as at May 31, 2024, can be exercised into shares of the Company’s common stock at $0.04 per share until September 12, 2024, and at $0.05 per share until March 12, 2026, their expiry date.