Exhibit 99.3
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma combined financial data are presented to illustrate the effect of the following equity purchase agreement (the “Acquisition”): On June 20, 2025, NVG Holdings Inc., a wholly-owned subsidiary of Vision Marine Technologies Inc. (the “Company”) entered into an equity purchase agreement (the “Purchase Agreement”) to acquire 100% of the common stock of Nautical Ventures Group Inc. (“NVG”). The Company, NVG Holdings Inc. and NVG may be referred to herein collectively as the “Parties” and separately as a “Party.” The Acquisition closed on June 20, 2025.
The following unaudited pro forma combined balance sheet data as of May 31, 2025, is presented as if the Acquisition had occurred on September 1, 2024. The following unaudited pro forma combined statements of operations data for the nine months ended May 31, 2025, and the year ended August 31, 2024, is presented as if the Acquisition occurred on September 1, 2024 and 2023, respectively.
The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable under the circumstances; however, the actual results could differ. The pro forma adjustments are directly attributable to the Merger and are expected to have a continuing impact on the results of operations of the Company. Management believes that all adjustments necessary to present fairly the unaudited pro forma combined financial statements have been made. The unaudited pro forma combined financial statements are presented for informational purposes only and are not necessarily indicative of the results of operations that would have resulted had the Merger been consummated on the dates indicated and should not be construed as being representative of the Company’s future results of operations or financial position.
The acquired assets, liabilities and results of operations presented herein were derived from the audited financial statements of NVG for the year ended December 31, 2024 and the unaudited interim financial statements for the nine months ended March 31, 2025 (collectively, the “Financial Statements”).
The unaudited pro forma combined financial statements included herein constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See the sections titled “Cautionary Note Regarding Forward-Looking Information” in the Company’s Current Report on Form 6-K which these unaudited pro forma combined financial statements are a part of and the Company’s Annual Report on Form 20-F for the year ended August 31, 2024, as filed with the Commission.
Vision Marine Technologies Inc.
Unaudited Pro Forma Combined Statement of Financial Position
As of May 31, 2025
In Canadian Dollars
Vision Marine | Nautical |
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| Pro Forma Adjustments |
| Combined | |||||
| May 31, 2025 |
| March 31, 2025 |
| Note 3a |
| Note 3b |
| Note 3c |
| Pro Forma | |
Assets |
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Current |
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Cash | |
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Trade and other receivables | |
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Income tax receivable | |
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Inventories | |
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Prepaid expenses and deposits | |
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Other current assets | |
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Total current assets | |
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Right-of-use assets | |
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Property and equipment | |
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Goodwill and intangible assets | |
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Deferred income taxes | |
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Other financial assets | — |
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Total assets | |
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Liabilities and shareholders’ equity |
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Current |
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Trade payables and accrued liabilities | |
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Contract liabilities | |
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Notes payable - floor plan | — |
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Current portion of lease liabilities | |
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Current portion of long-term debt | |
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Total current liabilities | |
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Lease liabilities | |
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Shareholder notes | — |
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Long-term debt | |
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Derivative liabilities | |
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Deferred income taxes | — |
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Total liabilities | |
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Shareholders’ equity |
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Preferred stock, $ | — |
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Common stock, $ | — |
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Treasury stock | — |
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Voting Common stock, | |
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Pre-Funded Warrants exercisable into Voting Common Shares on a | |
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Contributed surplus | |
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Accumulated other comprehensive income | |
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Retained earnings (Deficit) | ( |
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Total shareholders’ equity | |
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Total liabilities and shareholders’ equity | |
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Vision Marine Technologies Inc.
Unaudited Pro Forma Combined Statement of Income (Loss)
For the nine-months ended May 31, 2025
In Canadian Dollars
| Vision Marine |
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| Technologies |
| Ventures |
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| Group Inc. |
| Pro Forma Adjustments | Combined | ||||||
| May 31, 2025 |
| March 31, 2025 |
| Note 3a |
| Note 3b |
| Note 3c |
| Pro Forma | |
Revenues | | |
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Cost of revenues | | |
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Gross profit (loss) | ( | |
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Expenses |
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General and administrative expenses | | |
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Depreciation and amortization | | |
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Net finance expense (income) | | |
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Other income (expense) | ( | ( |
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Gain on bargain purchase | — | — |
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Income (loss) income before taxes | ( | ( |
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Income taxes | | ( |
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Net loss for the period | ( | ( |
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Items of comprehensive income that will be subsequently reclassified to earnings: |
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Foreign currency translation differences for foreign operations, net of tax | ( | |
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Other comprehensive income (loss), net of tax | ( | |
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Total comprehensive loss for the period, net of tax | ( | ( |
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Weighted average Voting Common Shares outstanding | |
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Basic and diluted loss per share | ( |
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Vision Marine Technologies Inc.
Unaudited Pro Forma Combined Statement of Income (Loss)
For the year ended August 31, 2024
In Canadian Dollars
Vision Marine | Nautical |
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Technologies | Ventures | |||||||||||
Inc. | Group Inc. | Pro Forma Adjustments | Combined | |||||||||
| August 31, 2024 |
| September 30, 2024 |
| Note 3a |
| Note 3b |
| Note 3c |
| Pro Forma | |
Revenues | |
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Cost of revenues | |
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Gross profit (loss) | |
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Expenses |
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General and administrative expenses | |
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Depreciation and amortization | |
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Goodwill impairment loss | |
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Net finance expense (income) | ( |
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Other income (expense) | ( |
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Gain on bargain purchase | — |
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Income (loss) income before taxes | ( |
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Income taxes | ( |
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Net loss for the period | ( |
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Items of comprehensive income that will be subsequently reclassified to earnings: |
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Foreign currency translation differences for foreign operations, net of tax | |
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Other comprehensive income (loss), net of tax | |
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Total comprehensive loss for the period, net of tax | ( |
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Weighted average Voting Common Shares outstanding | |
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Basic and diluted loss per share | ( |
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Vision Marine Technologies Inc.
Notes to Unaudited Pro Forma Combined Financial Statements
In Canadian Dollars
1. BASIS OF PRESENTATION
The accompanying unaudited pro forma combined financial statements are based on the Company’s and NVG’s historical financials as adjusted to give effect to the pro forma adjustments necessary to reflect the Acquisition. The unaudited pro forma combined statement of operations for the nine months ended May 31, 2025, and the year ended August 31, 2024, gives effect to the Acquisition of NVG as if it had occurred on September 1, 2024 and 2023, respectively and the pro forma combined balance sheet as of May 31, 2025, gives effect to the Acquisition as if it had occurred on September 1, 2024.
2. PRELIMINARY PURCHASE PRICE ALLOCATIONS
The preliminary purchase price for NVG has been allocated to the assets acquired and liabilities assumed for purposes of this pro forma financial information based on their estimated relative fair values. The purchase price allocations herein are preliminary. The final purchase price allocations for NVG will be determined after completion of a thorough analysis to determine the fair value of all assets acquired and liabilities assumed but in no event later than one year following completion of the Acquisition. Accordingly, the final Acquisition accounting adjustments could differ materially from the accounting adjustments included in the pro forma financial statements presented herein. Any increase or decrease in the fair value of the assets acquired and liabilities assumed, as compared to the information shown herein, could also change the portion of purchase price allocable to goodwill and could impact the operating results of the Company following the Acquisition due to differences in purchase price allocation, depreciation and amortization related to some of these assets and liabilities.
Preliminary Purchase Price: |
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Converible note payable issued to the former shareholders of NVG |
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Converible note payable to be issued to the former shareholders of NVG, contingent on the outcome of certain claims against NVG |
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Total preliminary purchase consideration |
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Preliminary Purchase Price Allocation: |
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Cash |
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Trade and other receivables |
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Inventories |
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Prepaid expenses and deposits |
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Right-of-use assets |
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Property and equipment |
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Goodwill and intangible assets |
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Other financial assets |
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Liabilities assumed |
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Gain on bargain purchase |
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Net assets acquired |
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3. PRO FORMA ADJUSTMENTS
The unaudited pro forma combined statements of operations and balance sheets reflect the effect of the following pro forma adjustments:
a) This adjustment reflects the removal of NVG’s real estate assets at net book value along with the associated liabilities which were not part of the Acquisition. Since four of the real estate properties were subsequently leased by NVG after the removal, this adjustment also includes the right of use assets and related lease liabilities resulting from such leases.
b) This adjustment reflects the conversion of all pre-closing shareholder notes payable into contributed surplus which was a pre-closing condition per the Purchase Agreement.
c) This adjustment reflects the preliminary purchase price consideration and preliminary purchase price allocation from Note 2, as well as the cash payment of various NVG liabilities that were assumed at closing and were required to be made per the Purchase Agreement.