Condensed Consolidated Interim Statement of Financial Position 1. Condensed Consolidated Interim Statement of Operations and Comprehensive Loss 2

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1 LESS MESS STORAGE INC. (FORMERLY DGM MINERALS CORP.) Condensed Consolidated Interim Financial Statements May 31, 2014 (Unaudited) Index Page Condensed Consolidated Interim Financial Statements Condensed Consolidated Interim Statement of Financial Position 1 Condensed Consolidated Interim Statement of Operations and Comprehensive Loss 2 Condensed Consolidated Interim Statement of Changes in Equity 3 Condensed Consolidated Interim Statement of Cash Flows 4 Notes to Condensed Consolidated Interim Financial Statements 5 21

2 NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM FINANCIAL STATEMENTS In accordance with National Instrument Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the accompanying condensed consolidated interim financial statements, the condensed consolidated interim financial statements must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The accompanying condensed consolidated interim financial statements have not been reviewed by an auditor. The accompanying condensed consolidated interim financial statements have been prepared by and are the responsibility of the Company s management.

3 LESS MESS STORAGE INC. (Formerly DGM Minerals Corp.) Condensed Consolidated Interim Statement of Financial Position UNAUDITED - PREPARED BY MANAGEMENT Assets May 31, August 31, Current Cash $ 1,916,661 $ 377,149 Prepaid expenses 115,840 - Trade and other receivables (note 8) 247,853 Tax credits receivable - 63,298 Inventory 46,603 2,326, ,447 Non-current Property, plant and equipment (note 10) 25,373,364 - $ 27,700,320 $ 440,447 Liabilities Current Trade and other payables (note 9) $ 386,160 $ 23,521 Deferred income 507,983 - Current portion of term loan (note 2) 543,192 - Current portion of long term debt (note 11) 785,566-2,222,901 23,521 Non-current Deferred tax liability (note 2) 2,261,380 - Long term portion of term loan (note 2) 5,111,886 - Long term debt (note 11) 9,838,062-19,434,230 23,521 Shareholders' Equity Share Capital (note 12) 9,029, ,307 Reserves (note 12) 547,387 71,240 Deficit (1,568,870) (487,621) Accumulated other comprehensive income 258,417-8,266, ,926 $ 27,700,320 $ 440,447 Approved by the Board: "Peter Smith " Peter Smith Director "Guy Pinsent " Guy Pinsent Director See notes to condensed consolidated interim financial statements 1

4 LESS MESS STORAGE INC. (Formerly DGM Minerals Corp.) Condensed Consolidated Interim Statement of Operations and Comprehensive Loss UNAUDITED - PREPARED BY MANAGEMENT Three Months Ended May 31, 2014 Nine Months Ended May 31, 2014 Three Months Ended May 31, 2013 Nine Months Ended May 31, 2013 Revenues Self storage revenues $ 340,465 $ 340,465 $ - $ - Office rent revenues 47,654 47, Finance and other revenues 30,667 31, , , , ,345 Expenses Property operating costs 109, , Selling, general and administration 97,202 97, Salaries and benefits 57,526 57, Depreciation 62,849 62, Finance expense 132, , Management fees (note 13) 95, ,402 30,350 90,350 Professional fees - 2,561-2,200 Office 10,193 19,786 2,449 12,405 Exchange, transfer agent and related fees - 5, ,378 Share-based payments - 5, Travel ,543 (565,579) (648,728) (33,927) (131,876) (Loss) Before Other Item and Income Taxes (146,793) (228,999) (32,949) (128,531) Other Item: Transaction costs (637,971) (841,142) - - Loss Before Income Taxes (784,764) (1,070,141) (32,949) (128,531) Income Taxes (11,107) (11,107) - - Net Loss for the Period $ (795,871) $ (1,081,249) $ (32,949) $ (128,531) Item of Other Comprehensive Income Cumulative Translation Adjustment 258, Total Comprehensive Loss (537,454) (1,081,249) (32,949) (128,531) Loss Per Share, basic and fully diluted $ (0.12) $ (0.12) $ - $ (0.01) Weighted Average Number of Common Shares Outstanding 6,805,608 8,945,957 12,406,434 12,406,434 See notes to condensed consolidatd interim financial statements 2

5 LESS MESS STORAGE INC. (Formerly DGM Minerals Corp.) Condensed Consolidated Interim Statement of Changes in Equity UNAUDITED - PREPARED BY MANAGEMENT Reserves Number of shares Share capital Amount Share-Based Payments Reserve Warrants Reserve Accumulated Other Comprehensive Loss Deficit Shareholders' Equity Balance August 31, ,033,870 $ 832,383 $ 39,240 $ 32,000 - $ (302,274) $ 601,349 Settlement of legal fees included in share issue costs Net loss for the period (128,531) (128,531) Balance May 31, ,033, ,307 39,240 32,000 - (430,805) 473,742 Net loss for the period (56,816) (56,816) Balance August 31, ,033, ,307 39,240 32,000 - (487,621) 416,926 Subscription receipt financing 7,000,000 7,000, ,000,000 Shares issued for assignment of purchase right 2,000,000 2,000, ,000,000 Share issuance costs: Agent's commission and work fee - (611,355) (611,355) Fair value of agent options - (192,796) 192, Share-based payments; , ,351 Net loss for the period (1,081,249) (1,081,249) Cumulative translation adjustment , ,417 Balance May 31, ,033,870 $ 9,029,156 $ 515,387 $ 32,000 $ 258,417 $ (1,568,870) $ 8,266,090 See notes to condensed consolidatd interim financial statements 3

6 LESS MESS STORAGE INC. (Formerly DGM Minerals Corp.) Condensed Consolidated Interim Statement of Cash Flows UNAUDITED - PREPARED BY MANAGEMENT Nine Months Ended May 31, 2014 Nine Months Ended May 31, 2013 Operating Activities Net loss $ (1,081,249) $ (128,531) Adjustments for non-cash items: Depreciation 62,849 - Share-based payments 283,351 - Unrealized foreign exchange gain (140,864) Net change in operating assets and liabilities Prepaid expenses 179,147 - Trade and other receivables 40,908 - Inventory (2,072) - Tax credits receivable 63,298 25,500 Trade and other payables (672,402) (19,065) Deferred income 507,983 - Cash Used in Operating Activities (759,051) (122,096) Investing Activity Payment made for Self Storage operations (10,957,455) - Cash acquired on acquisition of investment 882,634 Cash Used in Investing Activities (10,074,821) - Financing Activities Short term loan 5,345,900 - Issue of shares 6,388,645 - Cash Provided by Financing Activities 11,734,545 - Foreign Exchange Affect on Cash 638,838 - Increase (Decrease) in Cash 1,539,512 (122,096) Cash, Beginning of Period 377, ,723 Cash, End of Period $ 1,916,661 $ 408,627 See notes to condensed consolidatd interim financial statements 4

7 Less Mess Storage Inc. (formerly DGM Minerals Corp.) Notes to Condensed Consolidated Interim Financial Statements Nine Months Ended May 31, 2014 UNAUDITED 1. NATURE OF OPERATIONS AND GOING CONCERN Less Mess Storage Inc. ( LMS or the Company ) was originally incorporated under the laws of British Columbia on September 21, 2010 as DGM Minerals Corp. It successfully changed its name to Less Mess Storage Inc. on April 24, Its head office is located at AI. Krakowska 271, Warsaw, Poland and its registered and records office is located at West Georgia Street, Vancouver, British Columbia, V6E 3V7. LMS is in the business of self-storage in Warsaw, Poland and Prague, Czech Republic. These condensed consolidated interim financial statements have been prepared on a going concern basis, which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The Company s ability to continue as a going concern is dependent on the Company being able to satisfy its liabilities as they become due. On April 28, 2014, the Company consolidated its shares on a 12 for 1 basis. All share amounts have been retroactively adjusted to reflect the consolidation. 2. BUSINESS COMBINATION On April 28, 2014, LMS purchased 100% of the issued and outstanding shares of Krakowska House Sp.z.oo, Torunska House Sp.z.oo, Selvaag Evropska Building a.s., City Self-Storage Sp.z.oo and City Self-Storage s.r.o. (collectively, the Target Company ) (the Transaction ). The following steps took place in order to complete the Transaction: a) LMS issued 2,000,000 common shares, at a price of $1 per share to acquire the right to purchase Target Company; and b) LMS paid $21,383,600 ( 14 million) to exercise its option to purchase Target Company, half of which was vendor financed ( 7 million) and half of which was paid in cash of $10,957,455 ( 7 million). As part of the Transaction, the purchase price was adjusted for the difference between the net financial assets and liabilities of Target Company as at the acquisition date, as per the vendor agreement. Accordingly, an adjustment amounting to $265,655 has been included in the cash consideration. The $10,957,455 cash payment was raised by way of an equity offering and a bond financing as described below: i) LMS completed a financing by issuing 7,000,000 subscription receipts for gross proceeds of $7,000,000. Each subscription receipt has been converted into one common share and one common share purchase warrant of the Company. Each warrant entitles the holder to purchase one common share for a period of 24 months from the date of issuance at a price of $1.40 per common share. The agents received cash commissions of $586,355, compensation options of 7% of the number of subscription receipts issued and was reimbursed for $25,000 in transaction costs. The compensation options are exercisable into one common share and one 5

8 Less Mess Storage Inc. (formerly DGM Minerals Corp.) Notes to Condensed Consolidated Interim Financial Statements Nine Months Ended May 31, 2014 UNAUDITED compensation warrant at $1.00 per compensation option for a period of 24 with each compensation option having the same terms as the offering described above. The 490,000 compensation options were fair valued at $192,796 using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 1.23%, dividend yield of nil%, volatility of 130% and an expected life of 24 months. ii) LMS raised 3.5 million ($5,345,900) by issuing a term loan (denominated in Polish zloties) to an arm s length third party. The bond pays a quarterly coupon based on an annual interest rate of 5% with the total cost of the bond being 18% annualized, and the unpaid interest payable on redemption. The bond is repayable 24 months from the date of issuance, and LMS may repay the bond early without penalty at any time after six months from the date of issuance. Security will be provided by a 2 nd charge on all Polish and Czech assets. The vendor financing has been divided into two equal facilities (A and B) of 3.5 million each with the following terms: i) Facility A bears interest as follows: a. For three years from the closing date, the interest rate shall be 3 month EURIBOR plus 2.5% but in no case shall it exceed 5.0%; and b. After 3 years from the closing date until the maturity date (five years after the closing date), the interest rate shall be 3 month EURIBOR plus 8.0%; ii) Facility B bears interest as follows: a. For three years from the closing date, the interest rate shall be 5.0%; and b. After 3 years from the closing date until the maturity date (five years after the closing date), the interest rate shall be 3 month EURIBOR plus 8.0%; iii) Interest on both facilities is payable quarterly; iv) Principal is payable as follows: a. 125,000 on each facility on the first and second anniversaries after closing; b. 400,000 on each facility on the third and fourth anniversaries after closing; and c. The remaining principal on the fifth anniversary after closing; v) Security is provided by a first charge against the four freehold properties; and vi) LMS shall make commercially reasonable efforts to secure bank debt financing postclosing of the Transaction. Any proceeds of bank financing shall be used to first make a principal pre-payment to the vendor financing. As the Transaction results in LMS gaining control of Target Company, LMS is deemed to be the acquirer for financial reporting purposes. The Transaction has been accounted for as a business combination in accordance with IFRS 3 Business Combinations. The following table summarizes the consideration transferred to acquire Target Company and the fair values of identifiable assets acquired and liabilities assumed at the Transaction date. Amounts have been adjusted to reflect their estimated fair values. 6

9 Less Mess Storage Inc. (formerly DGM Minerals Corp.) Notes to Condensed Consolidated Interim Financial Statements Nine Months Ended May 31, 2014 UNAUDITED Fair Value of Consideration Transferred: Cash $ 10,957,455 Vendor financing 10,691,800 Common shares 2,000,000 Total $ 23,649,255 Fair Value of Identifiable Assets Acquired and Liabilities Assumed: Cash $ 882,634 Prepaid expenses 294,987 Accounts receivable 288,761 Inventory 44,531 Property, plant and equipment 25,434,764 Accounts payable and accrued liabilities and deferred income (1,035,042) Deferred tax liability (2,261,380) Total $ 23,649, BASIS OF PREPARATION These condensed consolidated interim financial statements have been prepared under the historical cost basis. The condensed consolidated interim financial statements are presented in Canadian dollars. The functional currencies of the subsidiaries are Polish zloties and Czech crowns while the functional currency of the parent company is the Canadian dollar. Statement of Compliance These condensed consolidated interim financial statements have been prepared in compliance with International Accounting Standard 34 Interim Financial Reporting ( IAS 34 ) as issued by the International Accounting Standards Board ( IASB ) using policies consistent with International Financial Reporting Standards ( IFRS ) as issued by the IASB. These condensed consolidated interim financial statements were approved by the Board on July 30, Statement of Consistency These condensed consolidated interim financial statements have been prepared based on accounting principles and practices consistent with the most recent annual financial statements. These condensed consolidated interim financial statements do not contain all disclosures required by IFRS for annual financial statements, and accordingly these condensed consolidated interim financial statements should be read in conjunction with the Company s most recently prepared annual financial statements for the year ended August 31, 2013, which includes the significant accounting policies specific to the parent company. 4. SIGNIFICANT ACCOUNTING POLICIES The Company adopted the following significant accounting policies upon acquisition of Target Company: 7

10 Less Mess Storage Inc. (formerly DGM Minerals Corp.) Notes to Condensed Consolidated Interim Financial Statements Nine Months Ended May 31, 2014 UNAUDITED Foreign Currency Translation The functional currencies of the Company s subsidiaries are presented in the below table: Country Company Code Currency Name Poland City Self-Storage Sp. z o.o. PLN Polish zloty Poland Krakowska House Sp. z o.o. PLN Polish zloty Poland Toruńska House Sp. z o.o. PLN Polish zloty Poland Leodegrance Sp. z o.o. PLN Polish zloty Czech Republic City Self-Storage s.r.o. CZK Czech crown Czech Republic Selvaag Evropska Building a.s. CZK Czech crown Assets and liabilities were translated into CAD at exchange rates (PLN to CAD and CZK to CAD) applicable at the relevant condensed consolidated interim statement of financial position date. The condensed consolidated interim statement of operations and comprehensive loss figures were translated into CAD at the exchange rates as of the transaction dates. Transactions entered into by the subsidiaries and denominated in foreign currencies are converted into PLN and CZK according to the rate of exchange as at the transaction date. As at the condensed consolidated statement of financial position date, monetary assets and liabilities denominated in foreign currencies are converted into PLN and CZK according to the rate of exchange in effect on that day. Non-monetary assets and liabilities denominated in foreign currencies are converted into PLN and CZK based on historical rates. Use of Estimates The preparation of these condensed consolidated interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates, which, by their nature, are uncertain. The impact of such estimates are pervasive throughout the condensed consolidated interim financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and may affect both the period of revision and future periods. Significant assumptions about the future and other sources of estimation uncertainty that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following: Critical Accounting Estimates Critical accounting estimates are estimates and assumptions made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year and include, but are not limited to, the following: 8

11 Less Mess Storage Inc. (formerly DGM Minerals Corp.) Notes to Condensed Consolidated Interim Financial Statements Nine Months Ended May 31, 2014 UNAUDITED a) Estimated useful lives of property, plant and equipment - the estimated useful lives of p r o p e r t y p l a n t a n d e q u i p m e n t will impact the amount and timing of the related depreciation included in profit or loss. b) Recovery of deferred tax assets - The Company estimates the expected manner and timing of the realization or settlement of the carrying value of its assets and liabilities and applies tax rates that are enacted or substantively enacted on the estimated dates of realization or settlement. The extent to which deferred tax assets can be recognized is based on an assessment of the probability of the Company s future taxable income against which the deferred tax assets can be utilized. In addition, significant accounting judgment is required in assessing the impact of any legal or economic limits or uncertainties in various tax jurisdictions. Critical Accounting Judgments Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the condensed consolidated interim financial statements is the determination of the functional currency for the Company and each of its subsidiaries. The functional currency for the Company s subsidiaries is the currency of the primary economic environment in which the entity operates. The Polish zloty and Czech crown are the functional currencies. Determination of functional currencies may involve certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions that determined the primary economic environment. Property, plant and equipment Property, plant and equipment is recorded at cost, and sub-divided into component parts where applicable based on their estimated useful lives. Depreciation is provided at annual rates considered sufficient to amortize the cost of the assets over their estimated useful lives, and are as follows: a) 1.5% - 10% for buildings and constructions; b) 10% - 30% for machinery and equipment; c) 20% for means of transport; d) 10% - 30% for other fixed assets; and e) Land is not depreciated. Revenue recognition Revenues primarily consist of rental income from the Company s self-storage units and offices. Storage and office rent are recognized when ready for their intended use, the premises are occupied and collection of rent is reasonably assured. Units are ready for their intended use when they are capable of operating in the manner intended by management, which generally occurs upon receipt of all occupancy and other material permits. Revenue on services is recognized d u r i n g the period in which the service was rendered. Revenue on sales of goods is recognized at the moment of delivery and the transfer of rights. 9

12 Less Mess Storage Inc. (formerly DGM Minerals Corp.) Notes to Condensed Consolidated Interim Financial Statements Nine Months Ended May 31, 2014 UNAUDITED Revenue on interest is recognized cumulatively, based on principal amount due, in line with effective interest rate method. Operating segments The Company s operating segments are strategic business units that offer unique products and services, and are reported with a manner consistent with the internal reporting provided to key management personnel. The accounting policies of the segments are the same as those described in the significant accounting policies. All operating segments operating results for which discrete financial information is available are reviewed regularly by key management personnel to make decisions about resources to be allocated to the segment and to assess performance. Segment results that are reported to key management personnel include items directly attributable to a segment as well as those items that can be allocated on a reasonable basis. 5. NEW ACCOUNTING STANDARDS A number of new standards, amendments to standards and interpretations are not yet effective for the Company as of May 31, 2014 and have not been applied in preparing these condensed consolidated interim financial statements: IFRS 9 Financial Instruments (2009) IFRS 9 introduces new requirements for classifying and measuring financial assets, as follows: Debt instruments meeting both a business model test and a cash flow characteristics test are measured at amortized cost (the use of fair value is optional in some limited circumstances) Investments in equity instruments can be designated as fair value through other comprehensive income with only dividends being recognized in profit or loss All other instruments (including all derivatives) are measured at fair value with changes recognized in profit or loss The concept of embedded derivatives does not apply to financial assets within the scope of the standard and the entire instrument must be classified and measured in accordance with the above guidelines. The IASB has indefinitely postponed the mandatory adoption date of this standard. IFRS 9 Financial Instruments (2010) This is a revised version incorporating revised requirements for the classification and measurement of financial liabilities, and carrying over the existing de-recognition requirements from IAS 39 Financial Instruments: Recognition and Measurement. The revised financial liability provisions maintain the existing amortized cost measurement basis for most liabilities. New requirements apply where an entity chooses to measure a liability at fair value through 10

13 Less Mess Storage Inc. (formerly DGM Minerals Corp.) Notes to Condensed Consolidated Interim Financial Statements Nine Months Ended May 31, 2014 UNAUDITED profit or loss; in these cases, the portion of the change in fair value related to changes in the entity's own credit risk is presented in other comprehensive income rather than within profit or loss. The IASB has indefinitely postponed the mandatory adoption date of this standard. IFRS 9 Financial Instruments (Hedge Accounting and amendments to IFRS 9, IFRS 7 and IAS 39) (2013) A revised version of IFRS 9 which: Introduces a new chapter to IFRS 9 on hedge accounting, putting in place a new hedge accounting model that is designed to be more closely aligned with how entities undertake risk management activities when hedging financial and non-financial risk exposures Permits an entity to apply only the requirements introduced in IFRS 9 (2010) for the presentation of gains and losses on financial liabilities designated as at fair value through profit or loss without applying the other requirements of IFRS 9, meaning the portion of the change in fair value related to changes in the entity's own credit risk can be presented in other comprehensive income rather than within profit or loss Removes the mandatory effective date of IFRS 9 (2010) and IFRS 9 (2009), leaving the effective date open pending the finalization of the impairment and classification and measurement requirements. Notwithstanding the removal of an effective date, each standard remains available for application. This standard has no stated effective date. IFRS 14 Regulatory Deferral Accounts IFRS 14 permits an entity which is a first-time adopter of International Financial Reporting Standards to continue to account, with some limited changes, for 'regulatory deferral account balances' in accordance with its previous GAAP, both on initial adoption of IFRS and in subsequent financial statements. Note: Entities which are eligible to apply IFRS 14 are not required to do so, and so can chose to apply only the requirements of IFRS 1 First-time Adoption of International Financial Reporting Standards when first applying IFRSs. However, an entity that elects to apply IFRS 14 in its first IFRS financial statements must continue to apply it in subsequent financial statements. IFRS 14 cannot be applied by entities that have already adopted IFRSs. Applicable to annual periods beginning on or after January 1, IFRS 15 Revenue from Contracts with Customers IFRS 15 provides a single, principles based five-step model to be applied to all contracts with customers. The five steps in the model are as follows: Identify the contract with the customer Identify the performance obligations in the contract Determine the transaction price 11

14 Less Mess Storage Inc. (formerly DGM Minerals Corp.) Notes to Condensed Consolidated Interim Financial Statements Nine Months Ended May 31, 2014 UNAUDITED Allocate the transaction price to the performance obligations in the contracts Recognize revenue when (or as) the entity satisfies a performance obligation. Guidance is provided on topics such as the point in which revenue is recognized, accounting for variable consideration, costs of fulfilling and obtaining a contract and various related matters. New disclosures about revenue are also introduced. Applicable to annual periods beginning on or after January 1, Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32) Amends IAS 32 Financial Instruments: Presentation to clarify certain aspects because of diversity in application of the requirements on offsetting, focused on four main areas: the meaning of currently has a legally enforceable right of set-off the application of simultaneous realization and settlement the offsetting of collateral amounts the unit of account for applying the offsetting requirements. Applicable to annual periods beginning on or after January 1, Recoverable Amount Disclosures for Non-Financial Assets (Amendments to IAS 36) Amends IAS 36 Impairment of Assets to reduce the circumstances in which the recoverable amount of assets or cash-generating units is required to be disclosed, clarify the disclosures required, and to introduce an explicit requirement to disclose the discount rate used in determining impairment (or reversals) where recoverable amount (based on fair value less costs of disposal) is determined using a present value technique. Applicable to annual periods beginning on or after January 1, Novation of Derivatives and Continuation of Hedge Accounting (Amendments to IAS 39) Amends IAS 39 Financial Instruments: Recognition and Measurement to make it clear that there is no need to discontinue hedge accounting if a hedging derivative is novated, provided certain criteria are met. A novation indicates an event where the original parties to a derivative agree that one or more clearing counterparties replace their original counterparty to become the new counterparty to each of the parties. In order to apply the amendments and continue hedge accounting, novation to a central counterparty (CCP) must happen as a consequence of laws or regulations or the introduction of laws or regulations. Applicable to annual periods beginning on or after January 1, Defined Benefit Plans: Employee Contributions (Amendments to IAS 19) Amends IAS 19 Employee Benefits to clarify the requirements that relate to how contributions from employees or third parties that are linked to service should be attributed to periods of service. In addition, 12

15 Less Mess Storage Inc. (formerly DGM Minerals Corp.) Notes to Condensed Consolidated Interim Financial Statements Nine Months Ended May 31, 2014 UNAUDITED it permits a practical expedient if the amount of the contributions is independent of the number of years of service, in that contributions, can, but are not required, to be recognized as a reduction in the service cost in the period in which the related service is rendered. Applicable to annual periods beginning on or after July 1, Accounting for Acquisitions of Interests in Joint Operations (Amendments to IFRS 11) Amends IFRS 11 Joint Arrangements to require an acquirer of an interest in a joint operation in which the activity constitutes a business (as defined in IFRS 3 Business Combinations) to: apply all of the business combinations accounting principles in IFRS 3 and other IFRSs, except for those principles that conflict with the guidance in IFRS 11 disclose the information required by IFRS 3 and other IFRSs for business combinations. The amendments apply both to the initial acquisition of an interest in joint operation, and the acquisition of an additional interest in a joint operation (in the latter case, previously held interests are not remeasured). Note: The amendments apply prospectively to acquisitions of interests in joint operations in which the activities of the joint operations constitute businesses, as defined in IFRS 3, for those acquisitions occurring from the beginning of the first period in which the amendments apply. Amounts recognized for acquisitions of interests in joint operations occurring in prior periods are not adjusted. Applicable to annual periods beginning on or after July 1, Clarification of Acceptable Methods of Depreciation and Amortization (Amendments to IAS 16 and IAS 38) Amends IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets to: clarify that a depreciation method that is based on revenue that is generated by an activity that includes the use of an asset is not appropriate for property, plant and equipment introduce a rebuttable presumption that an amortization method that is based on the revenue generated by an activity that includes the use of an intangible asset is inappropriate, which can only be overcome in limited circumstances where the intangible asset is expressed as a measure of revenue, or when it can be demonstrated that revenue and the consumption of the economic benefits of the intangible asset are highly correlated add guidance that expected future reductions in the selling price of an item that was produced using an asset could indicate the expectation of technological or commercial obsolescence of the asset, which, in turn, might reflect a reduction of the future economic benefits embodied in the asset. Applicable to annual periods beginning on or after July 1,

16 Less Mess Storage Inc. (formerly DGM Minerals Corp.) Notes to Condensed Consolidated Interim Financial Statements Nine Months Ended May 31, 2014 UNAUDITED Annual Improvements Cycle Makes amendments to the following standards: IFRS 2 Amends the definitions of vesting condition and market condition and adds definitions for performance condition and service condition IFRS 3 Require contingent consideration that is classified as an asset or a liability to be measured at fair value at each reporting date IFRS 8 Requires disclosure of the judgments made by management in applying the aggregation criteria to operating segments, clarify reconciliations of segment assets only required if segment assets are reported regularly IFRS 13 Clarify that issuing IFRS 13 and amending IFRS 9 and IAS 39 did not remove the ability to measure certain short-term receivables and payables on an undiscounted basis (amends basis for conclusions only) IAS 16 and IAS 38 Clarify that the gross amount of property, plant and equipment is adjusted in a manner consistent with a revaluation of the carrying amount IAS 24 Clarify how payments to entities providing management services are to be disclosed Applicable to annual periods beginning on or after July 1, Annual Improvements Cycle Makes amendments to the following standards: IFRS 1 Clarify which versions of IFRSs can be used on initial adoption (amends basis for conclusions only) IFRS 3 Clarify that IFRS 3 excludes from its scope the accounting for the formation of a joint arrangement in the financial statements of the joint arrangement itself IFRS 13 Clarify the scope of the portfolio exception in paragraph 52 IAS 40 Clarifying the interrelationship of IFRS 3 and IAS 40 when classifying property as investment property or owner-occupied property Applicable to annual periods beginning on or after July 1, CAPITAL MANAGEMENT The Company s objective when managing capital is to safeguard the Company s ability to continue as a going concern in order to further operations. In the management of capital, the Company includes the components of equity as capital. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or dispose of assets. In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary. The Board of Directors does not establish a quantitative return on capital criteria but rather relies on the expertise of the management to sustain future development of the business. The Company has not 14

17 Less Mess Storage Inc. (formerly DGM Minerals Corp.) Notes to Condensed Consolidated Interim Financial Statements Nine Months Ended May 31, 2014 UNAUDITED changed its capital risk management strategy during the three and nine months ended May 31, 2014 and is not subject to externally imposed capital requirements. 7. FINANCIAL INSTRUMENTS The Company s financial instruments, other than cash, are classified as follows: a) Trade and other receivables as loans and receivables; and b) Trade and other payables, provisions, short term loan and long term debt as other financial liabilities. The carrying values of the above noted financial instruments approximate their fair values due to the short-term maturity of these financial instruments. Financial Risk Management Credit Risk Credit risk is the risk of financial loss to the Company if a customer or counter party to a financial instrument fails to meet its contractual obligations. The Company limits its exposure to credit risk by maintaining its cash with major financial institutions. Liquidity Risk Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company s approach to managing liquidity risk is to provide reasonable assurance that they will have sufficient funds to meet liabilities when due. The Company manages its liquidity risk by forecasting cash flows required for operations and anticipated investing and financing activities. As at each consolidated statement of financial position date, the Company held cash available to apply against short-term business requirements and current liabilities. All of the Company s current liabilities, with the exception of the short term loan and the long term debt, have contractual maturities of less than 30 days and are subject to normal trade terms. Market Risk Market risks consist of interest rate risk, foreign currency risk and other price risk. Market risk to which the Company is exposed is as follows: Interest rate risk consists of two components: a) To the extent that payments made or received on the Company s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk. b) To the extent that changes in prevailing market rates differ from the interest rate in the Company s monetary assets and liabilities, the Company is exposed to interest rate price risk. 15

18 Less Mess Storage Inc. (formerly DGM Minerals Corp.) Notes to Condensed Consolidated Interim Financial Statements Nine Months Ended May 31, 2014 UNAUDITED The Company is exposed to interest rate risk as there is a significant interest bearing loan payable, with interest based on a variable inter-bank rate (3 month EURIBOR). 3 month EURIBOR increased from 0.087% to 0.244% between May 31, 2013 and May 31, In the event that the 3 month EURIBOR increased again by a similar level, i.e. to 0.157%, this would impact the overall interest rate by 0.2% on Facility A of the vendor financing (see Note 2). Such increase would result in increase of interest payable by up to CAD $10,375 on an annual basis. Foreign currency risk Foreign currency risk exists with respect to the loan granted by Selvaag Corporation (Euros) and the bond issued to a third party (Polish Zloties). In addition, the Company s functional currency and reporting currency are the Canadian dollar and the functional currencies of the Company s subsidiaries are the Polish zloty and Czech crown. As such, the Company s financial position, results from operations, and cash flows will be affected by exchange rate fluctuations relative to the Canadian dollar. The Company has not hedged their exposure to exchange rate fluctuations. Assuming all other variables remained constant, a 3% weakening or strengthening of the Polish zloty and Czech crown against the Canadian dollar would have resulted in the following net changes to the consolidated statement of operations and comprehensive Loss: Three Months ended May 31, 2014 Three Months ended May 31, 2013 Estimated effect (CAD$) $328,036 $- Other price risk Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is not exposed to other price risk. 8. TRADE AND OTHER RECEIVABLES May 31, 2014 August 31, 2013 Trade receivables $ 155,803 $ - GST input tax credits 10,044 63,298 Other receivables 11,544 - Advances provided 70,462 - TOTAL $ 247,853 $ 63,298 16

19 Less Mess Storage Inc. (formerly DGM Minerals Corp.) Notes to Condensed Consolidated Interim Financial Statements Nine Months Ended May 31, 2014 UNAUDITED 9. TRADE AND OTHER PAYABLES May 31, 2014 August 31, 2013 Trade payables $ 75,882 $ 23,521 Other payables 95,076 - Due to employees 41,048 - Interest payable 34,585 - Short term loans 139,569 - TOTAL $ 386,160 $ 23, PROPERTY, PLANT AND EQUIPMENT PROPERTY, PLANT AND EQUIPMENT MOVEMENTS IN THE NINE MONTHS ENDED MAY 31, 2014 Acquisition Cost Freehold land Building and Construction Plant and Machinery Vehicles Other tangible fixed assets Construction in progress Software TOTAL Opening balance Additions 2,589,688 17,478,973 1,613,652 67,911 1,435,036 51,302 15,628 23,252,190 Revaluation on 1,110,752 6,697, ,807,961 acquisition Disposals Translation difference 85, ,905 53,225 2,376 45,204 2, ,694 Closing balance 3,786,414 24,761,087 1,666,877 70,287 1,480,240 53,765 16,175 31,834,845 17

20 Less Mess Storage Inc. (formerly DGM Minerals Corp.) Notes to Condensed Consolidated Interim Financial Statements Nine Months Ended May 31, 2014 UNAUDITED Depreciation Freehold land Building and Construction Plant and Machinery Vehicles Other tangible fixed assets Construction in progress Software TOTAL Opening balance Additions - 3,919,210 1,338,511 33, ,489-7,619 6,197,125 Depreciation in the - 40,042 10, , ,849 period Disposals Translation difference - 127,659 43,812 1,081 28, ,507 Closing balance - 4,086,911 1,392,997 35, , ,019 6,461,481 Net book value September 1, Net book value May 31, ,786,414 20,674, ,880 35, ,454 53,097 8,156 25,373,364 PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHIC SEGMENT Freehold land Building and Construction Plant and Machinery Vehicles Other tangible fixed assets Construction in progress Software TOTAL POLAND 2,046, ,027, , , ,858,287 CZECH REPUBLIC 1,739,902 10,646,482 30,320 35,187 1,933 53,097 8,156 12,515,077 TOTAL 3,786,414 20,674, ,880 35, ,454 53,097 8,156 25,373,364 18

21 Less Mess Storage Inc. (formerly DGM Minerals Corp.) Notes to Condensed Consolidated Interim Financial Statements Nine Months Ended May 31, 2014 UNAUDITED 11. LONG TERM DEBT Long term liabilities comprise of loans received from Selvaag Corporation. Terms under which the loan has been granted are discussed in Note 2 Business Combination. May 31, 2014 August 31, 2013 Total long term debt $ 10,623,628 $ - Less: Current portion of long term debt 785,566 - Non-current long term debt $ 9,838,062 $ SHARE CAPITAL a) Authorized Unlimited number of common shares without par value. b) Issued There are currently 10,033,869 common shares issued and outstanding. Please refer to note 2 for a description of the securities issued in conjunction with the Transaction. c) Common Share Stock Options In the quarter, LMS granted 815,000 stock options to officers and directors of the Company with an exercise price of $1 per option exercisable for a period of 5 years from the date of grant. The options were valued at $253,857 using the Black-Scholes option pricing model with the following assumptions: riskfree interest rate of 1.23%, dividend yield of nil%, volatility of 130% and an expected life of 5 years. In the quarter the Company also granted 100,000 stock options to an investor relations firm with an exercise price of $1 per option exercisable for 3 years from the date of grant. The options were valued at $24,443 using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 1.23%, dividend yield of nil%, volatility of 130% and an expected life of 3 years. The following table summarizes information concerning outstanding and exercisable options at May 31, 2014: Options outstanding Options exercisable Exercise Price Remaining Contractual Life (Years) Expiry date 75,000 (1) 75,000 $ March 1, ,500 (2) 12, October 31, , , April 28, , , April 28,

22 Less Mess Storage Inc. (formerly DGM Minerals Corp.) Notes to Condensed Consolidated Interim Financial Statements Nine Months Ended May 31, 2014 UNAUDITED (1) 12,500 of these options have since expired, so there are 62,500 options having an exercise price of $1.44 outstanding as of July 30, (2) These options have since been exercised and are no longer outstanding as of July 30, d) Common Share Purchase Warrants In connection with the financing that was conducted as part of the Transaction, the Company issued 7,000,000 common share purchase warrants, each warrant exercisable for one common share at an exercise price of $1.40 per share for two years from the date of issuance. Also in connection with the financing that was conducted as part of the Transaction, the Company issued 490,000 common share purchase warrants as agent s warrants, with each warrant exercisable for one common share at an exercise price of $1.00 per share for two years from the date of issuance. There are also 22,222 common share purchase warrants outstanding that were issued in conjunction with the Company s initial public offering. Each warrant is exercisable for one common share at an exercise price of $1.80 until five years from the date of issuance. 13. RELATED PARTY TRANSACTIONS AND COMPENSATION TO KEY MANAGEMENT The Company has incurred $37,500 in management fees in the nine months ended May 31, 2014 ( $22,500) and $22,500 for the three months ended May 31, 2014 to the Chief Financial Officer of the Company. The Company has incurred $23,902 in management fees in the nine months ended May 31, 2014 ( $22,850) and $8,025 for the three months ended May 31, 2014 to the law firm of the Corporate Secretary of the Company. The Company incurred $45,000 in management fees in the nine months ended May 31, 2014 ( $45,000) and $15,000 for the three months ended May 31, 2014 to the Company s V.P. Corporate and Chairman (formerly the Chief Executive Officer). The Company incurred $50,000 in management fees to the Company s Chief Executive Officer in the nine and three months ended May 31, 2014 ( $0). Of the 2,000,000 common shares issued in connection with the Transaction, the Company issued 521,739 common shares to the V.P. Corporate and Chairman and 173,914 common shares to the Corporate Secretary. Key Management Compensation Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, and include all directors and officers. Key management compensation comprises: 20

23 Less Mess Storage Inc. (formerly DGM Minerals Corp.) Notes to Condensed Consolidated Interim Financial Statements Nine Months Ended May 31, 2014 UNAUDITED Nine Months Period Ended May 31, 2014 Nine Months Period Ended May 31, 2013 Short-term employee benefits $ 156,402 $ 90,350 Share-based payments 258,908 - Management compensation $ 415,310 $ 90, OPERATING SEGMENTS The Company operates in two different reportable segments: the ownership and management of revenue- producing commercial properties ( Office Rental ) and the renting of self-storage space to customers ( Self- Storage ). Operating performance of the Target Company is evaluated primarily based on the gross profit of these two segments. Three months ended May 31, 2014 Office Rental Total Assets 4,025,187 Sales External Customers 47,654 Profit before tax 21,324 Self-Storage Total Assets 22,922,413 Sales External Customers 340,465 Profit before tax 121,818 Other Total Assets pertaining to the Parent company 752,720 Finance and other revenues 30,667 Loss before tax relating to the Parent company (927,906) Consolidation Total Assets 27,700,320 Sales Revenue 418,786 Loss before tax (784,764) There were no such operations during the comparative period. Assets allocation to the Office Rental operating segment covers 1/3 of the assets held by Krakowska House Sp. z o.o. (Polish Company) whereas the remaining assets of Krakowska House Sp. z o.o., and assets of all the other entities, relate to the Self-Storage operating segment. The Target Company operates in two geographical segments: Poland and Czech Republic. Please see note 10 property, plant and equipment by geographical segment. 21

24 LESS MESS STORAGE INC. MANAGEMENT S DISCUSSION AND ANALYSIS For the nine months ended May 31, 2014 Dated July 30, 2014 Less Mess Storage Inc. - MD&A for the three months ended May 31, 2014

25 LESS MESS STORAGE INC. MANAGEMENT S DISCUSSION AND ANALYSIS Introduction This Management s Discussion and Analysis ( MD&A ) of the financial position and results of operations of Less Mess Storage Inc. (the Company or Less Mess ) should be read in conjunction with the unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended May 31, 2014 and the related notes contained therein. The condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting ( IAS 34 ) as issued by the International Accounting Standards Board ( IASB ) using policies consistent with International Financial Reporting Standards ( IFRS ) as issued by the IASB. All dollar figures included therein and in the following MD&A are quoted in Canadian dollars. Additional information relevant to the Company and its activities can be found on SEDAR at This MD&A is current as at July 30, Forward-Looking Statements and Forward-Looking Information The information provided in this MD&A may contain forward-looking statements and forward-looking information about Less Mess within the meaning of applicable securities laws. In addition, Less Mess may make or approve certain statements or information in future filings with Canadian securities regulatory authorities, in news releases, or in oral or written presentations by representatives of Less Mess that are not statements of historical fact and may also constitute forward-looking statements or forwardlooking information. All statements and information, other than statements of historical fact, made by Less Mess that address activities, events, or developments that Less Mess expect or anticipate will or may occur in the future are forward-looking statements and information, including, but not limited to, statements and information preceded by, followed by, or that include words such as may, would, could, will, likely, expect, anticipate, believe, intends, plan, forecast, budget, schedule, project, estimate, outlook, or the negative of those words or other similar or comparable words. Forward-looking statements and information involve significant risks, assumptions, uncertainties and other factors that may cause actual future performance, achievement or other realities to differ materially from those expressed or implied in any forward-looking statements or information and, accordingly, should not be read as guarantees of future performance, achievement or realities. Actual performance, achievement or other realities could differ materially from those expressed in, or implied by, any forward-looking statements or information in this MD&A and, accordingly, investors should not place undue reliance on any such forward-looking statements or information. Further, any forward-looking statement or information speaks only as of the date on which such statement is made, and Less Mess does not undertake any obligation to update any forward-looking statements or information to reflect information, events, results, circumstances, realities or otherwise after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as required by law, including securities laws. All forward-looking statements and information contained in this MD&A and other documents of Less Mess are qualified by such cautionary statements. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on Less Mess s business or the extent to which any factor, or combination Less Mess Storage Inc. - MD&A for the three months ended May 31, 2014 Page 1 of 11