Full Press Release Details
THE PERIOD ENDED JULY 31, 2023
in United States Dollars)
Statement of Financial Position
| July 31, 2023 | ||||
| ASSETS | ||||
| CURRENT ASSETS: | ||||
| Cash | $ | 1 | ||
| Total current assets | 1 | |||
| Total assets | $ | 1 | ||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
| Total liabilities: | $ | - | ||
| SHAREHOLDER'S EQUITY: | ||||
| Share capital | $ | 1 | ||
| Accumulated deficit | - | |||
| Total shareholder's equity | 1 | |||
| Total liabilities and shareholder's equity | $ | 1 |
Financial Statements were approved and authorized for issue on behalf of the Board of Directors on October 25, 2023 by:
| On behalf of the Board: | ||
| "Martin Schmieg" | "William Williams" | |
| Director | Director |
accompanying notes are an integral part of these financial statements.
of Operations and Comprehensive Loss
THE PERIOD FROM INCEPTION THROUGH TO JULY 31, 2023
| For the period from inception (May 15, 2023) through to July 31, 2023 | ||||
| Research and development expenses | $ | - | ||
| General and administrative expenses | - | |||
| Total operating loss and comprehensive loss | $ | - |
accompanying notes are an integral part of these financial statements.
of Changes in Shareholder's Equity
THE PERIOD FROM INCEPTION THROUGH TO JULY 31, 2023
| 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 |
accompanying notes are an integral part of these financial statements.
THE PERIOD FROM INCEPTION THROUGH TO JULY 31, 2023
| For the period of inception (May 15, 2023) through to July 31, 2023 | ||||
| Cash flow from operating activities: | ||||
| Loss | $ | - | ||
| Adjustments to reconcile loss to net cash used in operating activities: | ||||
| Amortization | - | |||
| Net cash used in operating activities | - | |||
| Cash flow from financing activities: | ||||
| Investment by Briacell | $ | 1 | ||
| Net cash provided by financing activities | $ | 1 | ||
| Change in cash and cash equivalents | 1 | |||
| Cash and cash equivalents at beginning of period | 1 | |||
| Cash and cash equivalents at end of year | $ | 1 |
accompanying notes are an integral part of these financial statements.
to the Financial Statements
THE YEAR ENDED JULY 31, 2023
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. As of July 31, 2023 the Company was inactive, however, following the completion of the Arrangement (as defined below), BriaPro is now 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 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 6 for details. | |
| c. | The accompanying financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business for the foreseeable future. The Company has not yet incurred losses but is currently in the development stage and has not commenced commercial operations. The Company's ability to continue as a going concern is dependent upon its ability to attain future profitable operations and to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. As at July 31, 2023, the Company had not yet completed the Arrangement however, the Company now expects to incur losses through to the completion of the development of any therapy; the nature of a development stage immune-oncology company requires the raising of financial capital to support its clinical development programs and administrative costs. Following the completion of the Arrangement (note 6), the Company will endeavor to complete such findings. However, the uncertainty of the Company's ability to raise such financial capital casts significant doubt on the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company not be able to continue as a going concern. |
to the Financial Statements
THE YEAR ENDED JULY 31, 2023
2: BASIS OF PRESENTATION
Statement of Compliance:
financial statements were prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued
by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee,
effective as of July 31, 2023.
Basis of presentation
The financial statements are prepared on a going concern basis and have been presented in United States dollars which is the
Company's reporting currency. A summary of the significant accounting policies is provided in Note 3.
Basis of Measurement:
These financial statements have been prepared on a going concern basis, under the historical cost basis,
except for financial instruments which have been measured at fair value.
d. Functional Currency and Presentation Currency:
The functional currency is the currency
that best reflects the economic environment in which the Company operates and conducts its transactions. The Company's management
believes that the functional currency of the Company is the U.S. dollar.
Accordingly, monetary accounts
maintained in currencies other than the U.S. dollar are remeasured into U.S. dollars at each reporting period end. All transaction
gains and losses of the remeasured monetary financial position items are reflected in the statement of operations and comprehensive
loss as financing income or expenses as appropriate.
to the Financial Statements
THE YEAR ENDED JULY 31, 2023
3: SIGNIFICANT ACCOUNTING POLICIES
Significant Accounting Judgment and Estimates:
accounting policies and use of estimates and judgments described below have been applied consistently in these financial statements.
preparation of financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect
the amounts reported in the financial statements
and accompanying notes. The Company's management believes that the estimates, judgment and
assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions
can affect the reported amounts of assets and liabilities at the dates of the financial statements,
and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates.
of the financial statements is on a going concern basis, which contemplates the realization of assets and payments of liabilities in
the ordinary course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the
carrying value of its assets, including its intangible assets and to meet its liabilities as they become due.
to the Financial Statements
THE YEAR ENDED JULY 31, 2023
3: SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Cash and cash equivalents
and cash equivalents include cash on hand, deposits held with banks and other short-term highly liquid investments with original maturities
of three months or less.
Share-based Payments
share-based payments for directors, officers and employees are measured at fair value at the date of grant and recorded as compensation
expense over the vesting period with a corresponding increase to share-based payment reserve in the financial statements.
fair value determined at the grant date of equity-settled share-based payments is expensed using the graded vesting method over the vesting
period based on the Company's estimate of payments that will eventually vest. Upon exercise of the stock options, consideration
paid by the option holder together with the amount previously recognized in share-based payment reserve is recorded as an increase to
share capital. Upon expiry, the amounts recorded for share-based compensation are transferred to the deficit from the share-based payment
reserve. Shares are issued from treasury upon the exercise of equity-settled share-based instruments.
expense on stock options granted to non-employees is measured at the earlier of the completion of performance and the date the options
are vested using the fair value method and is recorded as an expense in the same period as if the Company had paid cash for the goods
or services received.
the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured
by use of a Black-Scholes valuation model. The expected life used in the model is adjusted, based on management's best estimate,
for the effects of non-transferability, exercise restrictions, and behavioral considerations.
shares are classified as equity. Proceeds from unit placements are allocated between shares and warrants issued using the relative fair
value method. Costs directly identifiable with share capital financing are charged against share capital. Share issuance costs incurred
in advance of share subscriptions are recorded as prepaid assets. Share issuance costs related to uncompleted share subscriptions are
charged to operations in the period they are incurred.
Intangible assets, net:
acquired intangible assets are measured on initial recognition at cost including directly attributable costs. Intangible assets acquired
in a business combination are measured at fair value at the acquisition date. Expenditures relating to internally generated intangible
assets, excluding capitalized development costs, are recognized in statement of operations and comprehensive loss when incurred.
assets with finite useful lives are amortized over their useful lives and reviewed for indications of impairment at least
annually. Impairment analysis is completed whenever there is an indication that the asset may be impaired. The evaluation
is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
The recoverability of the group of assets is measured to be the greater of its value in use and its fair value less
costs of disposal. In assessing value in use, the estimated future cash flows are discounted to present value using pre-tax
discount rate. An impairment loss is recognized If the carrying amount of an asset or the lowest level of cash generating unit
exceeds its estimated recoverable amount.
amortization period and the amortization method for an intangible asset are reviewed at least at each year end.
For the period ended July 31, 2023, no impairment losses
have been identified.
Research and Development expenses:
Company expenses amounts paid for intellectual property, development and production expenditures as they are incurred. However, such
costs are deferred and recorded in intangible assets when they meet generally accepted criteria, to the extent that their recovery can
reasonably be regarded as assured.
costs must meet the following criteria to be deferred: the technical feasibility of completing the intangible asset so that it will be