AVAX ONE TECHNOLOGY LTD.

Overview

The Company was incorporated under the name AgriForce Growing Systems, Ltd. as a private company by Articles of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia) on December 22, 2017. The Company’s registered and records office address is at 800 – 525 West 8 th Avenue, Vancouver, BC, Canada, V5Z 1C6. Effective as of November 13, 2025, in conjunction with the Company’s focus on digital assets, primarily through a digital asset strategy involving the accumulation and appreciation of the Avalanche token, the Company changed its name to AVAX One Technology Ltd. (the “Company”, and all references herein to AVAX One, AVX and AgriFORCE refer to the Company).

Our Business

AgriFORCE™ began as an “ag-tech” company with a primary focus on developing and utilizing our intellectual property assets for improvements dedicated to the agricultural industry. The Company ceased all of its legacy ag-tech operations in early 2025 except that it maintained its Manna business involving the deployment of certain patented technologies, which business the Company is currently in the process of liquidating. See Part II, Item 8. Financial Statements and Supplementary Data, specifically Note 5, “Acquisitions and Dispositions”.

The Company entered into the sustainable Bitcoin Mining industry and has completed two acquisitions since late November 2024 pursuant to which the Company now operates several Bitcoin Mining facilities in Alberta, Canada and Ohio. In the third quarter of 2025, the Company announced that its main business focus would be to establish and maintain a digital asset strategy focused around the Avalanche coin. It closed a private placement on November 5, 2025 and formally launched its digital asset strategy.

The Transition

On September 22, 2025, the Company entered into subscription agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) with certain institutional and accredited investors (each, an “Investor” and collectively, the “Investors”), pursuant to which the Company, subject to the restrictions and upon satisfaction of the conditions in the Subscription Agreements, agreed to sell in one or more private placement transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Offering”), to the Investors Company common shares, no par value per share (in generality, the “Common Shares”, and the aggregate number thereof referenced in this sentence, the “Shares”), and prefunded warrants to purchase common shares, in an estimated aggregate amount of $292.4 million, based on an indicative value of $33.82 per AVAX token. The final purchase price upon closing was $219.1 million, based on a per share purchase price of $2.36.

The Subscription Agreements contained representations and warranties of the Company and the Investors which are typical for transactions of this type. In the Subscription Agreements, the Company granted to the Investors, and the Investors granted to the Company, customary indemnification rights. The Subscription Agreements also contained conditions precedent to closing, including but not limited to, shareholder approval pursuant to Nasdaq Listing Rules 5635(b)-(d). The Company received shareholder approval for the transaction in October 2025.

The Offering closed on November 5, 2025, after the satisfaction of customary closing conditions, including approval of the Offering by the Company’s shareholders.

Of the aggregate $219.1 million purchase price for the Shares and warrants, an aggregate of (i) $145.4 million was paid in cash, the cryptocurrency stablecoin commonly referred to as USDC (“USDC”) based on a purchase price of $1.00 per USDC, and the cryptocurrency stablecoin commonly referred to as USDT (“USDT” and together with USDC, “Stablecoins”) based on a purchase price of $1.00 per USDT, and (ii) $73.7 million was to be paid in the native cryptocurrency of the Avalanche Network, referred to as AVAX tokens. For purposes of the Subscription Agreements, the number of AVAX tokens was determined using the volume-weighted average price of an AVAX token (rounded to two decimal places) during the 14 consecutive calendar days ending on the Funding Payment Deadline (as defined in the Subscription Agreements) based on midnight UTC, calculated by using the hourly volume and the Messari Price as reported on messari.io. Of the $73.7 million to be paid in AVAX tokens, the Company received $49.4 million on or shortly after closing, and classified the remainder as a subscription receivable which is reflected in the statement of changes in shareholders’ equity.

The Company is using approximately $10 million of the cash net proceeds from the Offering for general corporate purposes initiated after the closing and for pre-existing working capital commitments or obligations, and the remaining cash net proceeds for the acquisition of AVAX tokens. The AVAX tokens acquired, together with the remaining net proceeds, are being used for the establishment of the Company’s cryptocurrency treasury operations to the extent consistent with the Company’s investment policy as amended or otherwise modified from time to time. In connection with the announcement of the Offering, the Company announced the launch of its digital asset treasury reserve strategy, effective upon the closing of the Offering, pursuant to which the Company planned to use AVAX tokens as its primary treasury reserve asset.

The Company also continues its Bitcoin Mining business. The Company’s current management team, consisting of Jolie Kahn, as Chief Executive Officer, and Chris Polimeni, as Chief Financial Officer, have continued in their respective roles with the Company after the closing of the Offering. However, with the exception of Amy Griffith who continues as a director of the Company since closing, all other prior directors of the Company resigned in connection with the Offering and were replaced at that time. Please refer to Part III, Item 10. Directors, Executive Officers and Corporate Governance included herein for more information regarding the Company’s post-closing board of directors.

Registration Rights

In the Subscription Agreements, the Company agreed to, among other things, use reasonable best efforts to submit or file with the Securities and Exchange Commission (the “SEC”), within 30 calendar days after the closing of the Offering, a registration statement on Form S-3 (or Form S-1 if Form S-3 is not available) (the “Registration Statement”), registering the resale of the Registrable Securities (as defined below), and the Company agreed to use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after filing and upon the earlier of (i) 25th business day (or 60th) business day if the SEC notifies the Company that it will “review” the Registration Statement) following the filing date and (ii) the 5th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. The Company agreed to use commercially reasonable efforts to maintain the effectiveness of the Registration Statement until the earlier of (a) the Investors cease to hold any Registrable Securities, (b) the date all Registrable Securities held by the Investors may be sold without restriction under Rule 144 of the Securities Act, including without any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for the Company to be in compliance with the current public information required under Rule 144, and (c) three years from the effective date of the Registration Statement. “Registrable Securities” means the Shares and any Common Shares issued or issuable with respect to the Shares as a result of any share split or subdivision, share dividend, recapitalization, exchange or similar event.

Asset Management Agreement

On September 18, 2025, the Company entered into an Asset Management Agreement (the “Asset Management Agreement”) with Hivemind Capital Partners, LLC (the “Asset Manager” or “Hivemind”). The Asset Manager provides discretionary asset management services with respect to, among other assets (including, without limitation, certain subsequently raised, received or allocated funds or assets), the Company’s proceeds from the Offering in connection with any of the Company’s digital asset strategies, in accordance with the terms of the Asset Management Agreement. The custodians under the Asset Management Agreement consist of cryptocurrency wallet providers agreed to by the Company and the Asset Manager. The Asset Management Agreement became effective upon closing of the Offering.

The Company pays the Asset Manager an annual management fee (the “Management Fee”) equal to 1.25% of the Account Size (as defined in the Asset Management Agreement). The Management Fee will be calculated and payable quarterly in advance, as of the first business day of each calendar quarter. In addition to the Management Fee, the Company will reimburse the Asset Manager for all documented out-of-pocket expenses incurred by the Asset Manager in connection with the performance of the Asset Manager’s duties under the Asset Management Agreement.

The Asset Management Agreement will, unless early terminated, continue in effect until the tenth anniversary of the Effective Date (as defined in the Asset Management Agreement) and, unless a party to the agreement elects to not continue the effectiveness of the Asset Management Agreement, will continue for successive five-year renewal periods upon the mutual agreement of the Asset Manager and the Company. The Asset Management Agreement may be terminated at any time for cause (i) by the Company upon at least 30 days’ prior written notice to the Asset Manager and (ii) by the Asset Manager upon at least 60 days’ prior written notice to the Company. The Asset Manager may immediately terminate the Asset Management Agreement upon written notice to the Company if the Asset Manager reasonably determines that the continuation of its services or the Asset Management Agreement would result in a violation of any applicable law, regulation, or regulatory guidance.

The foregoing summaries of the Subscription Purchase Agreements (for both cash/Stablecoin and AVAX token subscriptions), and the Asset Management Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of those agreements, which are attached as Exhibits 10.1, 10.2, and 10.3, respectively, to the Current Report on Form 8-K filed on November 5, 2025, and are hereby incorporated by reference into this disclosure. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

Corporate Structure

The Company currently has the following wholly-owned subsidiaries, which perform the following functions: AVAX One Operations, Inc. and AgriFORCE Investments, Inc. hold the Company’s U.S. investments in digital asset treasury and Bitcoin Mining, respectively and AF Redwater, Inc. holds the Company’s Canadian investments in Bitcoin Mining. AGI IP Co. holds the Company’s intellectual property in the U.S., un(Think) Food Company was formed to manufacture food products in the U.S. and un(Think) Food Company Canada Ltd. previously manufactured food products in Canada. Radical Technologies, Ltd, West Pender Holdings, Inc., and West Pender Consulting Company are inactive former management and holding companies:

Summary Three-Year History

From the date of Incorporation (December 22, 2017) to the date of this filing, the Company has largely been engaged in completion of its initial corporate organization, assembling its management team, completing the design and engineering of its intellectual property and filing the appropriate intellectual property protection and taking the initial steps to implement its business plan through the commencement of initial operations. Significant milestones during the three-year period ended December 31, 2025, are as follows:

Financing Update

On January 16, 2025, investors purchased an additional tranche of $7,700,000 in convertible debentures with a 10% original issue discount for gross proceeds of $7,000,000 and received 212,256 warrants (the “January 2025 Tranche”) January 16, 2026. The warrants are exercisable at any time and from time to time and expire July 16, 2028. The convertible debentures and warrants were issued with exercise prices of $23.58 and $25.938 respectively. The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Debentures and the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Warrants to $23.58 and $25.938, respectively. The Company incurred approximately $290,000 in transaction related costs.

On March 21, 2025, investors purchased an additional tranche of $1,320,000 in convertible debentures with a 10% original issue discount for gross proceeds of $1,188,000 and received 47,906 warrants due March 21, 2026. The warrants are exercisable at any time and from time to time and expire September 21, 2028. The convertible debentures and warrants were issued with exercises price of $17.91. The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth, Sixth, Seventh and January 2025 Tranche Debentures and the First, Second, Third, Fourth, Fifth, Sixth, Seventh and January 2025 Tranche Warrants to $17.91.

On April 22, 2025, an Investor purchased a promissory note of $290,000. The promissory note has an original issue discount of $40,000 and a one-time interest charge of 12% ($34,800).

On May 21, 2025, investors purchased an additional tranche of $110,000 in convertible debentures with a 10% original issue discount for gross proceeds of $100,000 and received 4,889 warrants (the “May 2025 Tranche”) due May 21, 2026. The warrants are exercisable at any time and from time to time and expire November 21, 2028. The convertible debentures and warrants were issued with an exercise price of $17.91.

On July 21, 2025, investors purchased an additional tranche of $833,334 in convertible debentures with a 10% original issue discount for gross proceeds of $750,000 and received 80,354 warrants (the “July 2025 Tranche”) due July 21, 2026. The warrants are exercisable at any time and from time to time and expire January 21, 2029. The convertible debentures and warrants were issued with an exercise price of $6.741. The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025 and May 2025 Tranche Debentures and First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025 and May 2025 Tranche Warrants to $6.741.

On July 28, 2025, the Company effected a one-for-nine reverse stock split of the Company’s issued and outstanding common shares (the “2025 Reverse Split”). As a result of the 2025 Reverse Split, every nine shares of the Company’s old common shares were converted into one share of the Company’s new common shares. Fractional shares resulting from the 2025 Reverse Split were sold at the then-prevailing price on the open market, with the proceeds being distributed on a pro-rata basis to the impacted shareholders. The 2025 Reverse Split automatically and proportionately adjusted all issued and outstanding shares of the Company’s common shares, as well as convertible debentures, convertible features, pre-funded warrants, options and warrants outstanding at the time of the date of the 2025 Reverse Split. The exercise price on outstanding equity-based grants was proportionately increased, while the number of shares available under the Company’s equity-based plans was proportionately reduced. Share and per share data (except par value) for the periods presented reflect the effects of the 2025 Reverse Split. References to numbers of common shares and per share data in the accompanying financial statements and notes thereto for periods ended prior to July 28, 2025 have been adjusted to reflect the 2025 Reverse Split on a retroactive basis.

On September 25, 2025, investors purchased an additional tranche of $550,000 in convertible debentures with a 10% original issue discount for gross proceeds of $495,000 and received 148,340 warrants (the “September 2025 Tranche”) due September 25, 2026. The warrants are exercisable at any time and from time to time and expire September 25, 2029. The convertible debentures and warrants were issued with exercise prices of $2.41 and 2.65, respectively. The issuance of the additional tranche triggered the round down provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025, May 2025 and July 2025 Tranche Debentures and First, Second, Third, Fourth, Fifth, Sixth, Seventh, January 2025, March 2025, May 2025 and July 2025 Tranche Warrants to $2.41.

On October 24, 2025, investors purchased an additional tranche of $7,700,000 in convertible debentures with a 10% original issue discount for gross proceeds of $6,930,000 and received 2,076,763 warrants (the “October 2025 Tranche”) due October 24, 2026. The warrants are exercisable at any time and from time to time and expire April 24, 2029. The convertible debentures and warrants were issued with an exercise price of $2.41 per share.

On November 5, 2025, investors purchased 86,690,657 common shares and pre-funded warrants (the “Pre-Funded Warrants”) exercisable for an aggregate of 6,123,837 common shares for gross proceeds of approximately $219,100,000. The common shares were sold at an offering price of $2.36 per common share, and the Pre-Funded Warrants were sold at an offering price of $2.3599 per Pre-Funded Warrant, which represents the per share offering price less the $0.0001 per share exercise price for each such Pre-Funded Warrant. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Company intends to use up to $10 million of the cash net proceeds for general corporate purposes initiated after closing and for pre-existing working capital commitments or obligations, and the remaining cash net proceeds for the acquisition of AVAX tokens. The Company incurred approximately $6,140,000 in transaction related costs.

On December 5, 2025, the Company filed a Registration Statement with the SEC to, among other things, register up to $2,000,000 of common shares, preferred shares, warrants and units purchased by the Investors pursuant to the Offering, which was declared effective January 26, 2026.

From August 7, 2025 through October 31, 2025, the Company issued 494,390 common shares for $1,559,186 in gross proceeds, less issuance costs of $111,449 in at the market offerings.

All financings per the above were issued in private placement transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

Employees

As of March 24, 2026, the Company has seven employees. The Company also relies on consultants and contractors to conduct its operations. The Company anticipates that it will be hiring additional employees to support its planned activities in 2026.

Overview of our Digital Asset Strategy

Avalanche Digital Asset Treasury Operation

As of the fourth quarter of 2025, the Company operates a digital asset treasury, focused on the Avalanche blockchain. On November 5, 2025, the Company closed a PIPE transaction in which it raised capital from investors to acquire the native cryptographic token of the Avalanche blockchain, AVAX, and also received “in-kind” payment of AVAX tokens for common shares. As of December 31, 2025, the Company owned 12,409,212 AVAX tokens. In addition, the Company has also entered into transfer and security agreements with investors under which it had the rights to receiving staking rewards for an additional 1,461,616 tokens, and will receive such tokens when restrictions on their transfer expire.

Avalanche, a new blockchain platform built around research first conducted at Cornell, raised $42 million in less than five hours during the first public sale of its digital currency token, held July 15, 2020 [citation is Blockchain startup raises a quick $42 million in first sale by Melanie Lefkowitz August 4, 2020 in Cornell Chronicle].

Ava Labs is the company behind the project based on the Avalanche consensus protocol–a new mechanism for efficiently verifying and securing blockchain networks without significant energy expenditure, centralization or performance degradation.

Experts hail blockchain’s potential to transform finance and other industries, partly through smart contracts, which run on blockchains and execute actions automatically based on the contract terms. Blockchains are intended to be more transparent, secure and corruption-proof than traditional methods, but computer scientists have found vulnerabilities in existing platforms. According to its founders, Avalanche is the first smart contracts platform that performs transactions in less than one second, supports Ethereum, the second-largest cryptocurrency after Bitcoin and enables millions of producers of blocks, or nodes.

The AVAX token is the native token of the platform and used to secure the network, pay for fees and provide a basic unit of account across the Avalanche system.

What is the Blockchain?

Blockchains are decentralized systems that allow records to be stored on a network, visible to and verifiable by other users on the network, rather than owned by a central organization such as a bank or financial institution. Blockchain is a technology that acts as a “mega database” with permanency. The purpose is to provide a means by which a global network of computers have access to a central continually updating dataset through open source code. It enhances security by using cryptography for secure access and authentication. Since everything resides in one central location, there is no duplication or “double counting.” As a result of its open source, it provides universal access to utilize and develop new applications for business uses. Individual access and control promotes flexibility.

What Are Avalanche L1s and What do They do?

These are subnets which accomplish the following:

What Is the Avalanche Network?

Avalanche is an open, programmable smart contracts network of blockchains which promotes scalability through Avalanche consensus for greater speed and decentralization. It communicates well with other blockchain networks with built-in communication between blockchains, allowing any Avalanche chain to communicate with and transfer assets to any other chain natively, without third-party interactions. It promotes ability to customize enabling anyone to build and launch a blockchain with whatever ruleset they need, including for regulatory compliance. With its lower cost and increased speed, it further promotes financial inclusion goals and benefits users and businesses building on Avalanche.

What Is the Avalanche Token and What Are Its Advantages?

The native token of the Avalanche network, AVAX, is used on the network for various purposes. It is the currency of exchange and can be used to pay transfer fees and as currency for staking rewards. It can be used to create tokens for new assets and for payouts under smart contracts. It can also be used to operate validator nodes and as such to launch and validate new Avalanche L1 chains as well.

The Company “stakes” its AVAX tokens to generate additional AVAX tokens that are recognized as revenue. “Staking” means providing AVAX tokens to the Avalanche network for a specific time to validate transactions on the network, in return for additional AVAX tokens based on the duration that the tokens are staked. Once the staking period has concluded, the Company regains full control over the AVAX tokens it staked.

The Company recognizes revenue over the staking period. The Company then stakes the tokens received as rewards in the next period, which generates increasing periodic staking rewards. In 2025, the Company generated 49,768 AVAX tokens from staking operations and recognized $607,605 in revenue accordingly.

As of December 31, 2025, thegross rewards rate forthe Avalanche network ranged from a minimum of 5.46% (2-week duration) to a maximum of 6.5% (annual duration). Validators on the Avalanche network receive greater rewards for the longer they “stake” their tokens to the network. The Company also pays validators a delegation fee for the rewards it generates. As of February 2026, the Company’s weighted-average delegation fee was 89bps or 2.16% of total rewards generated, and accordingly its net rewards rate ranged from a minimum of 5.45% (2-week duration) to a maximum of 6.49% (annual duration).

Capital Allocation Regarding Digital Assets

The Company uses its free cash flow to purchase additional digital assets wherever possible, while maintaining a cash reserve. The Company occasionally uses its digital assets as collateral in borrowings to fund its operations.

Bitcoin Mining Operation

As of the fourth quarter of 2024, the Company has entered the Bitcoin Mining industry and owns three Bitcoin Mining facilities, one in Alberta, Canada, and two in Ohio. Bitcoin is a cryptocurrency with a fixed supply of 21 million Bitcoins. Bitcoins are “mined” by computer systems when they solve increasingly computationally intensive mathematics problems.

The Company’s facilities house 682 BITMAIN Antminer S21 Pro, 1,407 BITMAIN Antminer S19J Pro, 50 BITMAIN Antminer S21XP and 75 BITMAIN Antminer S19 Bitcoin mining ASIC machines, which are special purpose computers optimized for the computation of the problems that solve new “blocks” in the Bitcoin blockchain. The facilities have dedicated, low-cost power supplies and facility costs, enabling the company in 2025 to produce Bitcoins through its mining operations for a weighted average cost of approximately $50,300.

As of December 31, 2025, the price of one Bitcoin was $87,508.83. Since the Bitcoin network launched in January 2009, Bitcoin has appreciated significantly, due to the fixed supply of the asset and increasing adoption by retail and institutional investors who view the asset as both a store of value and a hedge against inflation.

Currently, all mined Bitcoin are held on the Company’s balance sheet, and we have no intention to sell except for occasions where the Company requires cash to maintain operations. There is limited risk in volatility at present in Bitcoin pricing due to our policy of holding Bitcoin for the long term. During the year ended December 31, 2025, we sold four (4) Bitcoin to generate cash for working capital needs.

We have an agreement with BitGo to hold our Bitcoin in cold storage with instantaneous liquidity available. They also act as our exchange.

Our miners have an average age of three years in all of our facilities. Statistics on our miners are as follows:

Efficiency: median: 99.86%; mean: 99.58%; range: 99.26 – 99.9%. Our average downtime for scheduled and non-scheduled is 24 hours in a month. This includes activities related to weather and optimization of the power units and miner boards.

Digital Asset Acquisition and Management

Acquisition of Digital Assets

The Company acquires AVAX through a number of channels, depending on pricing and market conditions. The Company makes private purchases of AVAX directly from holders of AVAX at negotiated prices, buys AVAX in the open market through exchanges such as Coinbase and BitGo at prevailing market prices, and receives AVAX from its staking operations based on the current staking rewards rate on the Avalanche network.

The Company acquires Bitcoin solely through its mining operations.

Hivemind Asset Management Agreement

On September 18, 2025, the Company entered into the Asset Management Agreement with the Asset Manager, a registered investment adviser with the SEC. Under the Asset Management Agreement, the Asset Manager shall provide discretionary asset management services with respect to, among other assets (including without limitation certain subsequently raised, received or allocated funds or assets), the Company’s proceeds from the November 5, 2025 PIPE transaction in connection with any of the Company’s digital asset strategies, in accordance with the terms of the Asset Management Agreement.

The Company shall pay the Asset Manager an annual Management Fee equal to 1.25% of the Account Size (as defined in the Asset Management Agreement). The Management Fee is calculated and payable quarterly in advance, as of the first business day of each calendar quarter.

The Asset Manager has full discretion over the Company’s AVAX staking operations and any transfers, trades, or sales of the Company’s digital asset holdings. The Asset Manager evaluates and selects appropriate custody solutions and staking providers for the Company’s AVAX holdings. Custody and staking providers in the AVAX One program have undergone due diligence by the Asset Manager and AVAX One management, which confirmed the providers of the services performing the services at market rates.

The Asset Manager presents monthly reports on its efforts and performance to the board of directors of AVAX One.

Digital Asset Security and Internal Controls

The Company’s digital assets are held in custody primarily by Coinbase and BitGo. For these service providers, we require a current Type 2 SOC 2 or SOC 1 report and have evaluated the controls to be suitably designed and operating effectively. Therefore, we rely on the control described within the report for our digital asset security and internal controls. Reliance on these reports is documented through an annual review to confirm the scope includes relevant services; the report covers the required period, and there are no significant deficiencies.

The Asset Manager follows a standard set of operating procedures that have been reviewed by the Company and deemed appropriate for the management of digital assets. This framework involves a stringent approval process with multi-party authorization for significant transfers of digital assets. Only authorized executives of the Asset Manager and management can initiate or approve such operations.

Sustainable Bitcoin Mining

As of the fourth quarter of 2024, the Company entered into the sustainable Bitcoin Mining industry and has completed two acquisitions since late November 2024 pursuant to which the Company now owns and operates three Bitcoin Mining facilities, one in Alberta, Canada, and two in Ohio. The facility is powered by sustainable energy, advancing the Company’s mission to integrate innovative technologies that promote environmental stewardship while generating significant financial returns.

While benefiting from Alberta’s strong incentive programs, i.e., the Alberta Carbon Capture Incentive Program, the Company hopes to reuse waste resources to produce profit from cryptocurrency mining, Alberta carbon credits for carbon sequestration and methane reduction, and the sale of premium crops. The Company’s process captures natural gas flares to generate significant low-cost energy to operate the cryptocurrency mining rigs.

On November 28, 2024, the Company entered into an agreement with Rivogenix Energy Corp. to acquire various assets which comprise a Bitcoin Mining facility in Sturgeon County, Alberta, Canada. The assets were acquired for $1.5 million in cash from the Company’s own available cashflow and were comprised of a data center and approximately 130 Bitcoin Miners.

On January 17, 2025, the Company purchased assets comprising a five MW Bitcoin Mining facility (on two sites) in Columbiana County, Ohio (the “Facility”), from Bald Eagle County, LLC. The asset purchase price (including purchase of an option to purchase the Facility) was $4.55 million. The assets purchased consist of following assets, inter alia: Nine hundred (900) S-19 J Pro BITMAIN Antminers, transformers necessary to operate the Facility, five custom 40 ft Crypto Canman housing containers including 5 power distribution boxes, one Caterpillar trailer mounted standby generator, one Doosan trailer mounted generator set, eight shipping containers and five 1 MW natural gas generator power plants. The Company also received assignment of power purchase agreements to purchase gas at $0.04 per kWh and access leases to the realty underlying the Facility. The facility has the capacity to scale up to 1,200 units. Utilizing energy derived from flare natural gas, the facility not only generates consistent revenue but also minimizes its environmental footprint.

Our weighted average of cost of Bitcoin mined is approximately $50,300. This cost may vary due to multiple factors including weather conditions, any unforeseen maintenance issues such as glycol buildup in generators and other potential major maintenance issues. Our approximate inputs are as follows:

On average in 2025, we mined 1 BTC every 21 days at an average operating cost of $2,333.36/day. Across all of miners in 2025, we were running at 218PH/s at 2500kWh and $0.05/kWh generating approximately 0.04724 BTC/day.

In February 2026, the Company entered into an agreement to purchase 1,500 new BITMAIN Antminer S19K Pro miners from a third-party supplier for a cost of approximately $300,000 and the trade-in of 1,500 BITMAIN Antminer S19J Pro miners. The upgrade of our miners in Ohio will result in an efficiency gain of approximately 20%, as the S19K Pro operate at a hash rate of 120 TH/s compared with the hash rate of the S19J Pro miners which had been operating at a hash rate just under 100 TH/s. The units are expected to be delivered to our EPCM contractor’s facility in Ohio by the end of March 2026. Installation, deployment and swap will begin immediately upon arrival, with full operational status expected by mid-April 2026. Once completed, we expect to deliver an overall hash rate of approximately 370 PH/s, mining 1 BTC every 6-7 days for the remainder of calendar 2026.

Operations

The Company’s primary operating activities are in Ohio, USA and Alberta, Canada. The Company’s head office is located in Vancouver, Canada.

Status as an Emerging Growth Company

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies.

We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions from, without limitation, (i) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted by the Public Company Accounting Oversight Board (PCAOB) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an “emerging growth company” until the earliest of (a) the last day of our fiscal year following the 5th anniversary of the closing of our initial public offering, (b) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (c) the last day of our fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, or Exchange Act (which would occur if the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter), or (d) the date on which we have issued more than $1 billion in nonconvertible debt during the preceding three-year period.