v3.25.3
INTANGIBLE ASSETS
9 Months Ended
Sep. 30, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS

7. INTANGIBLE ASSETS

   September 30, 2025   December 31, 2024 
Manna IP  $7,354,404   $7,347,757 
Power Purchase Agreement   449,234    625,736 
Total intangible assets   7,803,638    7,973,493 
Less: accumulated amortization   (555,050)   (159,917)
Intangible assets, net  $7,248,588   $7,813,576 

 

 

Intangible assets include $6,799,354 (December 31, 2024 - $7,209,118) for intellectual property (“Manna IP”) acquired under an asset purchase agreement with Manna Nutritional Group, LLC (“Manna”) dated September 10, 2021. The Manna IP encompasses patented technologies to naturally process and convert grains, pulses, and root vegetables, into low-starch, low-sugar, high-protein, fiber-rich baking flour products, as well as a wide range of breakfast cereals, juices, natural sweeteners, and baking enhancers. The Company paid $1,475,000 in cash and issued 1,476 prefunded warrants valued at $12,106,677, in a private placement transaction (the “Purchase Price”). Subject to a 9.99% blocker, the prefunded warrants vested in tranches up until March 10, 2024, at which time all tranches were fully vested. When vested the tranches of prefunded warrants became convertible into an equal number of restricted common shares.

 

The asset was available for use on January 3, 2023. The asset has a useful life of 20 years. The Company recorded $416,286 in amortization expense related to the Manna IP for the nine months ended September 30, 2025 (September 30, 2024- $488,752), and $138,762 for the three months ended September 30, 2025 (September 30, 2024 $165,510).

 

The Company acquired intangible assets from RCS as part of the business combination (Note 3). The following intangible assets were acquired from RCS:

 

  

Weighted Average

Useful Life (Years)

  Amount 
In-process research and development  Term of the patent  $300,000 
Trademark  10   10,000 
Brand logo  10   10,000 
Web domain  5   10,000 
Customer list  5   138,000 
Device firmware and software  5   50,000 
RCS blueprints  5   20,000 
Identified assets acquired and liabilities assumed intangibles     $538,000 

 

The Company recorded $30,548 (September 30, 2024 - $Nil) in amortization expense, and a foreign exchange loss of $nil (September 30, 2024 - $Nil) related to the RCS assets for the nine months ended September 30, 2025. The Company recorded $15,274 (September 30, 2024 - $Nil) in amortization expense, and a foreign exchange loss of $Nil (September 30, 2024 - $Nil) related to the RCS assets for the three months ended September 30, 2025.

 

As of June 30, 2025, the Company recorded the disposal of the RCS assets due to the mutual agreement to return the RCS assets to the seller which resulted in a loss on disposal of business of $880,482 (Note 3). The Company reclassified the assets and liabilities of RCS to assets held for sale and liabilities held for sale. The Company reclassified the revenues and expenses of RCS to net loss from discontinued operations.

 

The Company acquired an intangible asset from the acquisition of Redwater, as part of the asset acquisition (note 3). The Power Purchase Agreement between the Company and Rivogenix, allows the Company to obtain natural gas for its Natural Gas Power Plant. The Power Purchase Agreement was determined to be a favorable contract asset, and as such was recorded as an intangible asset at the present value of the contractual benefit. The period of the contract has been determined to be 3 years. As of September 30, 2025, 2.25 years remain on the contract. The fair value of the Power Purchase Agreement Contract as of September 30, 2025 is $449,234 (December 31, 2024 - $625,736). The Company recognized $177,171 in amortization expense (reflected in cost of sales) during the nine months ended September 30, 2025 and $61,872 for the three months ended September 30, 2025 (September 30, 2024 - $Nil) in relation to the Power Purchase Agreement.

 

The estimated annual amortization expense for each of the next five years is as follows:

 

Period ending:  Amount 
Remaining 2025  $196,670 
2026   769,316 
2027   732,110 
2028   555,049 
2029   555,049 
Subsequent years   4,440,394 
Total  $7,248,588