Full Press Release Details
FINANCIAL STATEMENTS
THE PERIOD ENDED JULY 31, 2024
in United States Dollars)
the Shareholders of BriaPro Therapeutics Corp.:
have audited the consolidated financial statements of BriaPro Therapeutics Corp. (the "Company"), which comprise the consolidated
statements of financial position as at July 31, 2024 and July 31, 2023 and the consolidated statements of operations and comprehensive
loss, changes in shareholders' equity and cash flows for the year ended July 31, 2024 and for the period from inception (May 15,
2023) to July 31, 2023, and notes to the consolidated financial statements, including material accounting policy information.
our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial
position of the Company as at July 31, 2024 and July 31, 2023, and its consolidated financial performance and its consolidated cash flows
from for the year ended July 31, 2023 and the period from inception (May 15, 2023) to July 31, 2023 in accordance with IFRS Accounting
conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are
further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report.
We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial
statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Uncertainty Related to Going Concern
draw attention to Note 1(c) in the consolidated financial statements, which indicates that the Company incurred net loss since incorporation
and is currently in the pre-clinical research stage and expects to further incur losses through to the completion of the research and
development stage. As stated in Note 1(c), these events or conditions, along with other matters as set forth in Note 1(c), indicate that
a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion
is not modified in respect of this matter.
| MNP LLP | |
| 50 Burnhamthorpe Road West, Suite 900, Mississauga ON, L5B 3C2 | T: 416.626.6000 F: 416.626.8650 |
is responsible for the other information. The other information comprises Management's Discussion and Analysis.
opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion
connection with our audits of the consolidated financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained
in the audits or otherwise appears to be materially misstated. We obtained Management's Discussion and Analysis prior to the date
of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
of Management and Those Charged with Governance for the Consolidated Financial Statements
is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting
Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements
that are free from material misstatement, whether due to fraud or error.
preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
charged with governance are responsible for overseeing the Company's financial reporting process.
Responsibilities for the Audit of the Consolidated Financial Statements
objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level
of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated
financial statements.
part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
| Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. | ||
| Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. | ||
| Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. |
| Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern. | ||
| Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. | ||
| Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the group audit. We remain solely responsible for our audit opinion. |
communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant
audit findings, including any significant deficiencies in internal control that we identify during our audits.
also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence,
and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.
engagement partner on the audit resulting in this independent auditor's report is Isabella Lee.
| Mississauga, Ontario | Chartered Professional Accountants |
| November 1, 2024 | Licensed Public Accountants |
Statements of Financial Position
| July 31, 2024 | July 31, 2023 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 1 | $ | 1 | ||||
| Total current assets | 1 | 1 | ||||||
| NON-CURRENT ASSETS: | ||||||||
| Intangible assets, net (Note 4) | 199,796 | - | ||||||
| Total non-current assets | 199,796 | - | ||||||
| Total assets | $ | 199,797 | $ | 1 | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Due to related parties (Note 6) | $ | 424,654 | $ | - | ||||
| Accrued expenses and other payables | 30,996 | - | ||||||
| Total current liabilities | 455,650 | - | ||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Warrant liability (Note 5d) | 149,841 | - | ||||||
| Total non-current liabilities | 149,841 | - | ||||||
| SHAREHOLDERS' EQUITY (DEFICIT): | ||||||||
| Share capital (Note 5) | 1 | 1 | ||||||
| Share-based payment reserve (Note 5) | 34,514 | - | ||||||
| Accumulated deficit | (440,209 | ) | - | |||||
| Total shareholders' equity (deficit) | (405,694 | ) | 1 | |||||
| Total liabilities and shareholders' equity (deficit) | $ | 199,797 | $ | 1 |
Consolidated Financial Statements were approved and authorized for issue on behalf of the Board of Directors on November 1, 2024
| On behalf of the Board: | ||
| "Martin Schmieg" | "William Williams" | |
| Director | Director |
accompanying notes are an integral part of these Consolidated Financial Statements.
Statements of Operations and Comprehensive Loss
THE PERIOD FROM INCEPTION THROUGH TO JULY 31, 2024
| July 31, 2024 | For the period from inception (May 15, 2023) through to July 31, 2023 | |||||||
| Research and development expenses (Note 9) | $ | 272,249 | - | |||||
| General and administrative expenses (Note 10) | 197,445 | - | ||||||
| Operating Loss | (469,694 | ) | - | |||||
| Change in fair value of warrant liability (Note 5d) | 49,366 | - | ||||||
| Foreign exchange loss | 41 | - | ||||||
| Total operating loss and comprehensive loss | (420,287 | ) | - | |||||
| Basic and diluted weighted average loss per share | (0.010 | ) | - | |||||
| Basic and diluted weighted average number of shares | 43,884,247 | - |
accompanying notes are an integral part of these Consolidated Financial Statements.
Statements of Changes in Shareholder's Equity
THE PERIOD FROM INCEPTION THROUGH TO JULY 31, 2024
| Shares | Amount | Accumulated Deficit | Total Shareholder's Equity | |||||||||||||
| Balance, May 15, 2023 | - | - | $ | - | $ | - | ||||||||||
| Founder shares | 1 | $ | 1 | - | 1 | |||||||||||
| Loss for the period | - | - | - | - | ||||||||||||
| Balance, July 31, 2023 | 1 | $ | 1 | $ | - | $ | 1 |
| Shares | Amount | Share based payment reserve | Accumulated deficit | Total shareholder's equity (Deficit) | ||||||||||||||||
| Balance July 31, 2023 | 1 | $ | 1 | - | $ | - | $ | 1 | ||||||||||||
| Issuance of shares and options pursuant to the Arrangement | 47,945,177 | - | 34,514 | (19,922 | ) | 14,592 | ||||||||||||||
| Loss for the period | - | - | - | (420,287 | ) | (420,287 | ) | |||||||||||||
| Balance, July 31, 2024 | 47,945,178 | $ | 1 | 34,514 | $ | (440,209 | ) | $ | (405,694 | ) |
accompanying notes are an integral part of these Consolidated Financial Statements.
Statements of Cash Flows
THE PERIOD FROM INCEPTION THROUGH TO JULY 31, 2024
| July 31, 2024 | For the period of inception (May 15, 2023) through to July 31, 2023 | |||||||
| Cash flow from operating activities | ||||||||
| Net loss | $ | (420,287 | ) | $ | - | |||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 14,003 | - | ||||||
| Change in fair value of warrants | (49,366 | ) | - | |||||
| Changes in assets and liabilities: | ||||||||
| Increase in due to related parties | 424,654 | - | ||||||
| Increase in accrued expenses and other payables | 30,996 | - | ||||||
| Total cash flow from operating activities | - | - | ||||||
| Cash flow from financing activities: | ||||||||
| Investment by BriaCell | - | 1 | ||||||
| Net cash provided by financing activities | - | 1 | ||||||
| Change in cash and cash equivalents | - | - | ||||||
| Cash and cash equivalents at beginning of the period | 1 | 1 | ||||||
| Cash and cash equivalents at end of the period | $ | 1 | $ | 1 | ||||
| Significant non-cash transactions | ||||||||
| Intangibles acquired pursuant to the Arrangement | $ | (213,800 | ) | $ | - |
accompanying notes are an integral part of these Consolidated Financial Statements.
to the Consolidated Financial Statements
THE YEAR ENDED JULY 31, 2024
1: NATURE OF OPERATIONS AND GOING CONCERN
| a. | BriaPro Therapeutics Corp. ("BriaPro" or the "Company") was incorporated under the Business Corporations Act (British Columbia) on May 15, 2023. Following the completion of the Arrangement (as defined below), BriaPro is a pre-clinical immuno-oncology biotechnology company with multiple assets, specifically Bria-TILsRx , and PKC inhibitors for multiple indications including cancer. The Company's head office is located at 235 15 th Street, Suite 300, West Vancouver B.C, V7T 2X1, Canada. The Company is an unlisted reporting issuer in Canada. | |
| b. | On August 31, 2023 (the "Effective Date"), the Company and BriaCell Therapeutics Corp, the Company's holding company, and immune-oncology biotechnology company listed on the Toronto Stock Exchange and NASDAQ ("BriaCell"), closed a plan of arrangement spinout transaction (the "Arrangement") pursuant to which certain assets of the BriaCell, including Bria-TILsRx and protein kinase C delta (PKC ) inhibitors for multiple indications including cancer (the "BriaPro Assets"), were spun-out to the Company. See note 7 for details. |
to the terms of the Arrangement, the Company has acquired the entire right and interest in and to the BriaPro Assets in consideration
for the issuance by the Company to BriaCell of the Company's common shares. Under the terms of the Arrangement, for each
BriaCell share held immediately prior to closing, BriaCell Shareholders receive one (1) common share of BriaPro.
In addition, in connection with
the Arrangement, each BriaCell warrant in issue at the time of the Arrangement entitled the holder thereof to receive, upon the exercise
thereof one BriaCell Share and one BriaPro Share for the original exercise price ("Warrant Shares"), see note 5(c).
a result of the Arrangement, 47,945,177 common shares were issued and outstanding and 2,131,400 stock options and 19,100 RSUs
were issued. BriaCell beneficially owns or controls approximately 31,963,452 common shares, representing 2/3rd of the issued
and outstanding common shares.
accordance with IFRS, management determined that the Arrangement does not meet the definition of a business combination as the BriaPro
Assets met the concentration test. Further, management asserts that BriaPro had not yet achieved commercial operations and was still
in the Research stage at the time of the Arrangement (hence there were no significant inputs, processes and outputs as defined in IFRS
3 as characteristics of a business).
the Transaction has been recorded as an asset acquisition and the Company recorded the carrying value of the intangible assets acquired
shares, options and RSUs issued on the Effective Date along with the Warrant Share obligation are considered as part of the transaction.
The carrying value of the BriaPro Assets at the Effective Date were $213,800. The warrants will be recorded as a liability at their fair
value on the Effective Date, and revalued at reach reporting period. The options and RSUs will be recorded at their fair value
on the Effective Date in the share based payments reserve and the balance will be recorded in share capital.
table below summarizes the breakdown of the consideration at the Effective date:
| August 31, 2023 | ||||
| Value of the asset (patent) transferred | $ | 213,800 | ||
| Accumulated Deficit | $ | (19,921 | ) | |
| Warrants | 199,207 | |||
| Options and RSUs | 34,514 | |||
| Total consideration paid | $ | 213,800 |
August 31, 2023, the Company and BriaPro executed a transition services agreement (the "Transition Agreement"), pursuant
to which BriaCell will provide certain research and development and head office services (the "Services") to BriaPro