Full Press Release Details
CLEARMIND MEDICINE INC.
Consolidated Financial Statements
(Expressed in Canadian Dollars)
CLEARMIND MEDICINE INC.
Index of Financial Statements
| Page | ||
| Report of Independent Registered Public Accounting Firm | F-3 | |
| (Firm Name: Brightman Almagor Zohar & Co / PCAOB ID No. 1197 | F-3 | |
| (Firm Name: Saturna Group / PCAOB ID No. 3312) | F-4 | |
| Consolidated Statements of Financial Position | F-5 | |
| Consolidated Statements of Operations and Comprehensive Loss | F-6 | |
| Consolidated Statements of Changes in Shareholders' Equity (Deficit) | F-7 | |
| Consolidated Statements of Cash Flows | F-8 | |
| Notes to the Consolidated Financial Statements | F-9 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
To the shareholders and the Board of Directors
of Clearmind Medicine Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated
statement of financial position of Clearmind Medicine Inc. and its subsidiaries (the "Company") as of October 31, 2022 the related
consolidated statement of operations and comprehensive loss, changes in shareholders' equity (deficit) and cash flows for the year
then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of October 31, 2022, and the results of its operations
and its cash flows for the year then ended, in conformity with International Financial Reporting Standards as issued by the International
Accounting Standards Board.
The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1b to the financial statements, the Company's
accumulated losses and the additional funds needed to maintain its operations raise substantial doubt about its ability to continue as
a going concern. Management's plans in regard to these matters are also described in Note 1b. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/S/ Brightman Almagor Zohar & Co.
Certified Public Accountants
A Firm in the Deloitte Global Network
We have served as the Company's auditor since
To the Shareholders and Board of Directors
of Clearmind Medicine Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated
statements of financial position of Clearmind Medicine Inc. (the "Company") as at October 31, 2021, and the related consolidated
statements of operations and comprehensive loss, changes in shareholders' equity, and cash flows for the years ended October 31,
2021 and 2020 and related notes (collectively, the "financial statements"). In our opinion, the consolidated financial statements
present fairly, in all material respects, the financial position of the Company as at October 31, 2021, and the results of their operations
and cash flows for the years ended October 31, 2021 and 2020, in conformity with International Financial Reporting Standards as issued
by the International Accounting Standards Board.
Explanatory Paragraph Regarding Going Concern
Without modifying our opinion, we draw attention
to Note 1 in the consolidated financial statements which indicates that there are material uncertainties that cast significant doubt about
the going concern assumption. The Company has not generated any revenues, has negative cash flow from operations, and has an accumulated
deficit. These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty that casts
significant doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters
are also discussed in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to fraud or error. The Company is not required to have, nor were we
engaged to perform, an audit of its internal controls over financial reporting. As part of our audits, we are required to obtain an understanding
of the Company's internal controls over financial reporting, but not for the purpose of expressing an opinion on the effectiveness
of the Company's internal controls over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from
the current period audit of the consolidated financial statements that were communicated or required to be communicated to the Board of
Directors and that: (i) relate to accounts or disclosures that are material to the financial statements; and (ii) involved our especially
challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ SATURNA GROUP CHARTERED PROFESSIONAL ACCOUNTANTS LLP
Saturna Group Chartered Professional Accountants
We have served as the Company's auditor
March 8, 2022, except as to Note 1(c) which is as of October 19, 2022
CLEARMIND MEDICINE INC.
Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
| October 31, 2022 | October 31, 2021 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 175,768 | $ | 4,599,437 | ||||
| Other receivables | 69,518 | 160,866 | ||||||
| Related parties (Note 7b) | 64,134 | - | ||||||
| Prepaid expenses | 19,443 | 160,063 | ||||||
| Short-term investment (Note 6) | 264,449 | - | ||||||
| Total current assets | 593,312 | 4,920,366 | ||||||
| Non-current assets | ||||||||
| Property and equipment (Note 4) | 17,610 | 20,578 | ||||||
| Intangible assets (Note 3) | 177,797 | 198,039 | ||||||
| Restricted cash | 20,000 | 20,000 | ||||||
| Right-of-use asset (Note 5) | 48,768 | - | ||||||
| Deferred offering costs | 270,487 | - | ||||||
| Total non-current assets | 534,662 | 238,617 | ||||||
| Total assets | $ | 1,127,974 | $ | 5,158,983 | ||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 1,906,706 | $ | 348,895 | ||||
| Due to related parties (Note 7) | 281,844 | 8,260 | ||||||
| Derivative liability (Note 8c) | 396,597 | - | ||||||
| Lease liability (Note 5) | 52,399 | - | ||||||
| Total liabilities | $ | 2,637,546 | $ | 357,155 | ||||
| Shareholders' (deficit) equity | ||||||||
| Share capital and share premium (Note 8) | 9,153,900 | 7,905,514 | ||||||
| RSU reserve (Note 11) | 672,945 | 154,000 | ||||||
| Warrants (Note 9) | 626,641 | 342,000 | ||||||
| Share-based payment reserve (Note 10) | 1,915,895 | 839,457 | ||||||
| Accumulated other comprehensive loss | (29,004 | ) | - | |||||
| Accumulated deficit | (13,849,949 | ) | (4,439,143 | ) | ||||
| Total shareholders' equity (deficit) | (1,509,572 | ) | 4,801,828 | |||||
| Total liabilities and shareholders' equity (deficit) | $ | 1,127,974 | $ | 5,158,983 |
Approved and authorized for issuance on behalf of the Board on January
| /s/ "Alan Rootenberg" | /s/ "Adi Zuloff-Shani" | |
| Alan Rootenberg, Director, CFO | Adi Zuloff-Shani, Director, CEO |
accompanying notes are an integral part of these consolidated financial statements)
CLEARMIND MEDICINE INC.
Consolidated Statements of Operations and Comprehensive
(Expressed in Canadian Dollars)
| Year ended | Year ended | Year ended | ||||||||||
| October 31, | October 31, | October 31, | ||||||||||
| 2022 | 2021 | 2020 | ||||||||||
| Operating expenses | ||||||||||||
| General and administrative (Note 17) | $ | 4,327,334 | $ | 3,029,730 | $ | 233,220 | ||||||
| Research and development (Note 18) | 4,205,245 | 646,487 | - | |||||||||
| Total operating expenses | 8,532,579 | 3,676,217 | 233,220 | |||||||||
| Loss before other expenses | (8,532,579 | ) | (3,676,217 | ) | (233,220 | ) | ||||||
| Impairment of exploration and evaluation assets | - | (10,000 | ) | (179,689 | ) | |||||||
| Finance expenses | ||||||||||||
| Unrealized loss on short-term investment (Note 6) | (420,646 | ) | - | - | ||||||||
| Foreign exchange loss | (552 | ) | (33,528 | ) | - | |||||||
| Interest expense | (19,678 | ) | - | - | ||||||||
| Change in fair value of derivative liability (Note 8c) | (396,597 | ) | - | - | ||||||||
| Total finance expenses | (837,473 | ) | (33,528 | ) | - | |||||||
| Loss Before taxes | (9,370,052 | ) | (3,719,745 | ) | (412,909 | ) | ||||||
| Tax expenses | (40,754 | ) | - | - | ||||||||
| Net Loss | (9,410,806 | ) | (3,719,745 | ) | (412,909 | ) | ||||||
| Other comprehensive loss for the year | ||||||||||||
| Items that may be reclassified subsequently to profit or loss: | ||||||||||||
| Foreign exchange differences on translation of foreign operations | (29,004 | ) | - | - | ||||||||
| Comprehensive loss | $ | (9,439,810 | ) | $ | (3,719,745 | ) | $ | (412,909 | ) | |||
| Loss per share (*), basic and diluted | $ | (7.24 | ) | $ | (4.01 | ) | $ | (0.76 | ) | |||
| Weighted average number of shares (*) for the purposes of basic and diluted loss per share | 1,300,050 | 927,345 | 543,902 |
accompanying notes are an integral part of these consolidated financial statements)
CLEARMIND MEDICINE INC.
Statements of Changes in Shareholders'