AVAX ONE TECHNOLOGY LTD.

Report of Independent Registered Public Accounting Firm (PCAOB ID No.199)

To the Shareholders and Board of Directors of

AVAX One Technology Ltd.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of AVAX One Technology Ltd. (the “Company”) as of December 31, 2025, the related consolidated statements of comprehensive loss, changes in shareholders’ equity, and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter - Investment in AVAX

In forming our opinion, we have considered the adequacy of the disclosure within Concentrations and Current Vulnerability in Note 3 to the consolidated financial statements, which describes the significant risks and uncertainties that could materially affect the Company’s financial condition, and results of operations. As discussed in Note 3, the Company holds a substantial concentration in AVAX, a digital asset that is subject to high market volatility and speculative trading, regulatory uncertainties, cybersecurity threats, and risks related to its custody and legal status. These factors may result in material adverse effects, including potential losses, increased variability in earnings, and exposure to additional regulatory requirements and operational disruptions.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ CBIZ CPAs P.C.

CBIZ CPA P.C.

We have served as the Company’s auditor since 2020 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPA P.C. effective November 1, 2024).

Costa Mesa, CA

March 31, 2026

Report of Independent Registered Public Accounting Firm (PCAOB ID No.688)

To the Shareholders and Board of Directors of

AVAX One Technology Ltd.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of AVAX One Technology Ltd., formerly known as AgriFORCE Growing Systems Ltd., (the “Company”) as of December 31, 2024, the related consolidated statements of comprehensive loss, changes in shareholders’ equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor from 2020 to 2025.

Costa Mesa, CA

April 7, 2025, except as to the section within Note 2 entitled Liquidity, and the section within Note 8 entitled Radical Clean Solutions, as to which the date is March 31, 2026

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

For the years ended December 31, 2025 and 2024

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2025 and 2024

AVAX ONE TECHNOLOGY LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2025 and 2024

(Expressed in US Dollars, except where noted)

1. BUSINESS 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, will be 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 will continue 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.

2. BASIS OF PREPARATION

Basis of Presentation

The accompanying audited consolidated financial statements (the “financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. In the opinion of the Company’s management, the financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation.

Liquidity

Prior to the Offering, the financial statements were prepared assuming that the Company would continue as a going concern. The Company’s primary need for liquidity is to fund working capital requirements, capital expenditures, and for general corporate purposes. Our ability to fund operations and make planned capital expenditures and debt service obligations depends on future operating performance and cash flows, which are subject to prevailing economic conditions, financial markets, business and other factors. As previously discussed, the Offering has provided the Company with approximately $10.0 million of working capital. The working capital provided by the Offering, coupled with the projected cash flow from operations is expected to be sufficient to fund its operating expenses and capital expenditure requirements for at least twelve months from the date these financial statements are issued. Accordingly, the conditions and events that previously raised substantial doubt about the Company’s ability to continue as a going concern have now been resolved, and substantial doubt no longer exists regarding the Company’s ability to continue as a going concern for at least one year after the issuance of these financial statements.

Principal of Consolidation

Our consolidated financial statements include the accounts of our wholly owned subsidiaries. We consolidate variable interest entities (VIEs) when we have variable interests and are the primary beneficiary. The Company has no VIEs.

All inter-company balances and transactions have been eliminated on consolidation. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries:

Use of Estimates

The preparation of our financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Significant estimates reflected in these financial statements include, but are not limited to, accounting for share-based compensation, valuation of derivative liabilities, valuation of embedded conversion feature, business combination, impairment as well as depreciation method. Actual results could differ from these estimates and those differences could be material.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the reported financial position, results of operations, or cash flows. The impact of such reclassifications on any prior period disclosures were immaterial.

Segment Information

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and assess performance. The Company’s CODM group is composed of the Chief Executive Officer and Chief Financial Officer.

The Company has chosen to organize its operating segments based on products or services offered. Each operating segment is also a reportable segment (i.e., operating segments have not been aggregated). As a result of the launch of the digital asset treasury reserve strategy, the Company’s operating and reportable segments at December 31, 2025, include Avalanche Staking and Bitcoin Mining. All other activities, including financing, are carried out through the corporate entity. At December 31, 2025, Bitcoin Mining operations were conducted at the Redwater Property in Alberta, Canada, and the Bald Eagle Property in Ohio, USA, which reflects the manner in which the Company’s CODM reviews and assesses the performance of the business and allocates resources. Additionally, the Company’s CODM regularly reviews the Company’s expenses on a consolidated basis. The financial metrics used by the CODM help make key operating decisions, such as determination of digital asset purchases and significant acquisitions and allocation of budget between operating costs, general and administrative expenses and research and development expenses. See Note 19, “Segmented Information” for further details.

Reverse Stock Splits

On December 5, 2024, the Company effected a one-for-one hundred reverse stock split of the Company’s issued and outstanding common shares (the “2024 Reverse Split”). As a result of the 2024 Reverse Split, every 100 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 2024 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 2024 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 2024 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 2024 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 December 5, 2024, have been adjusted to reflect the 2024 Reverse Split on a retroactive basis.

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.

Foreign Currency Transactions

The financial statements of the Company and its subsidiaries whose functional currencies are the local currencies are translated into USD for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, shareholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive loss” as equity in the consolidated balance sheets. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the reporting currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included within non-operating expenses.

As of April 1, 2025, the functional currency of the Company was changed from Canadian dollars (“CAD”) to USD due to a change in the primary economic environment in which the Company operates. The majority of the Company’s executive leadership and operations are located in the United States. The majority of revenue generation, expenditures, cash flows, financing, and contractual terms are denominated in USD.

3. SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company’s cash and cash equivalents consists of cash that is not restricted as to withdrawal or use, stablecoins, and from time to time interest-bearing highly liquid investments with original maturities of three months or less at the date of purchase. As of December 31, 2024, the Company did not maintain any cash equivalents.

The Company acquires and holds stablecoins primarily to facilitate crypto asset transactions and are typically held in secure digital wallets or on crypto asset exchanges. As of December 31, 2025, stablecoins consisted primarily of USDC which is readily convertible to known amounts of cash, allowing for near-instant, one-to-one redemption of USDC for U.S. dollars. Additionally, the underlying reserves backing USDC, comprising cash in segregated accounts titled for benefit of USDC holders and a government money market fund that holds cash, short-duration U.S. Treasuries, and overnight U.S. Treasury repurchase agreements, exhibit the risk and liquidity characteristics of cash equivalents as defined in Accounting Standards Codification (“ASC”) 230,Statement of Cash Flows.

The Company may have corporate deposit balances with financial institutions which exceed the Federal Deposit Insurance Corporation insurance limit of $250,000. The Company has not experienced losses on these accounts and does not believe it is exposed to any significant credit risk with respect to these accounts.

Receivables

Receivables as of December 31, 2025, represents funds held in escrow, in anticipation of being held in a deposit account control agreement (“DACA”), related to the sale of debentures in October 2025. The release of funds to the Company is in the sole discretion of the investor. See Note 10, “Debentures” for further information. As of March 24, 2026, the funds were appropriately deposited into the DACA.

The Company’s digital assets consist primarily of the native cryptocurrency of the Avalanche Network, referred to as AVAX tokens and other crypto assets, such as Bitcoin. These assets are held in either custodial or non-custodial wallets under the Company’s control through secure private keys. The Company seeks to generate returns on its digital assets and actively pursues risk-adjusted return opportunities to generate cash flows that supports its operating expenses. The majority of the Company’s AVAX tokens are deployed in staking arrangements with lock-up period of less than 30 days.

Digital assets are reflected as non-current assets on the consolidated balance sheets due to the Company’s intent to retain and hold its digital assets for long-term investment purposes. Digital assets, if any, held with the intent to fund operating expenses are included in current assets on the consolidated balance sheet. In addition, digital assets that are loaned, actively managed or pledged as collateral are reported as “Digital assets - receivable, net” and classified as long-term assets on the consolidated balance sheets, consistent with the Company’s intent to primarily retain digital assets under its digital asset strategy.

The Company accounts for its digital assets under ASC 350-60,Intangibles - Goodwill and Other - Crypto Assets, and measures such assets at fair value in accordance with ASC 820,Fair Value Measurement. Fair value represents the price that would be received for an asset in a current sale, assuming an orderly transaction between market participants on the measurement date. Market participants are considered to be independent, knowledgeable, and willing and able to transact. Fair value is measured using quoted crypto asset prices within the Company’s principal market at the time of measurement. It requires the Company to assume that its digital assets are sold in their principal market or, in the absence of a principal market, the most advantageous market to which it has access.

Proceeds from the sales of digital assets are included within investing activities in the accompanying consolidated statement of cash flows. In accordance with Accounting Standards Update (“ASU”) 2023,08,Accounting for and Disclosures of Crypto Assets (“ASU 2023-08”), the Company measures digital assets at fair value with changes recognized on the consolidated statements of operations, in accordance with ASC 350-60. The Company tracks its cost basis of digital assets in accordance with the first-in-first-out (“FIFO”) method of accounting.

Asset Management Agreement

In September 2025, the Company entered into an asset management agreement (the “Asset Management Agreement”) with Hivemind Capital Partners, LLC (the “Asset Manager”) pursuant to which the Asset Manager provided discretionary asset management services with respect to, among other 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 will consist of cryptocurrency wallet providers agreed to by the Company and the Asset Manager. The Asset Manager is entitled to receive 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 is 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 not to 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.

Subscription Receivable - Digital Assets

In connection with Offering, certain AVAX tokens received remain in investor wallets to which the Company did not have the private keys as of December 31, 2025, because the tokens were subject to restrictions, such as lock-up agreements or pledges as collateral pursuant to UCC-1 financing statements. As a result, management believes the Company does not have control of these digital assets and has presented these AVAX tokens as subscription receivable within the consolidated statements of stockholders’ equity, as contra-equity. After each individual restriction lapses and the Company obtains control, the AVAX tokens will be reclassed to digital assets.

While the restrictions remain, the Company has the right and the ability to use the AVAX tokens in staking arrangements in accordance with its revenue recognition policy.

Fair Value Measurement

Coinbase serves as the principal market for the Company’s digital assets. This determination results from a comprehensive evaluation considering various factors, including compliance, trading activity, and price stability. While Coinbase is designated as the primary exchange, the Company retains flexibility to conduct cryptocurrency transactions on other exchanges where it maintains accounts. This flexibility allows the Company to adapt to changing market conditions and explore alternative platforms when necessary to ensure cost-effective execution and fair value measurement using the most advantageous market.

The selection of Coinbase as the principal market reflects the Company’s commitment to informed decision-making and achieving the most accurate representation of fair value for its digital assets. Regular reviews ensure alignment with the Company’s objectives and cryptocurrency market dynamics.

The Company measures its digital assets at fair value in accordance with ASC 820,Fair Value Measurement, using the last closing price of the day in the UTC time zone at each reporting period end with changes recognized in operating expenses in the consolidated statement of operations.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and impairment as applicable. Property and equipment acquired through business combinations are measured at fair value at the date of acquisition. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The Company’s property and equipment is primarily comprised of digital asset mining equipment, which are largely homogenous and have approximately the same useful lives. Accordingly, the Company utilized the group method of depreciation for its digital asset mining equipment. The Company will update the estimated useful lives of its digital assets mining equipment periodically if information on the operations of the mining equipment indicates a change is required. The Company will assess and adjust the estimated useful lives of its mining equipment when there are indicators that the productivity of the mining assets is longer or shorter than the assigned estimated useful life.

Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss within other income or other expenses.

Definite Lived Intangible Asset

Definite lived intangible assets consist of a granted patent and intangible assets acquired from an acquisition. Amortization is computed using the straight-line method over the estimated useful life of the asset.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“asset group”). An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The reversal of impairment losses is prohibited.

Goodwill

Goodwill is not amortized; however, the Company reviews goodwill for impairment annually or whenever events or changes in circumstances indicate that the fair value of goodwill is less than its carrying value. To determine if goodwill has been impaired, the Company performs a qualitative assessment to determine if more likely than not the fair value of goodwill is below its carrying value. If it is determined that more likely than not there is impairment, a quantitative impairment assessment is performed to identify potential goodwill impairment. An impairment loss is recognized when the fair value as at the measurement date is less than the carrying value. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the goodwill.

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815,Derivatives and Hedging (“ASC 815”), which provides that if three criteria are met, the Company is required to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which:

ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional convertible debt. Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common shares at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common shares at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815 provides that, among other things, generally, if an event is not within the entity’s control or could require net cash settlement, then the contract shall be classified as an asset or a liability.

Revenue Recognition

The Company recognizes revenue under ASC 606,Revenue from Contracts with Customers (“ASC 606”). The core principle of the revenue standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

In order to identify the performance obligations in a contract with a customer, an entity must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met:

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized under the accounting contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The transaction price is allocated to each performance obligation on a relative stand-alone selling price basis.

The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time, as appropriate.

The Company’s revenues are generated from blockchain-based operations and comprises two primary sources: (i) staking rewards earned from delegating and validator node operations, primarily Avalanche blockchain (“Avalanche Protocol”) and (ii) the production of digital assets through mining activities, primarily Bitcoin (“Bitcoin Mining”).

Avalanche Protocol

The Company engages in network-based smart contracts by staking (or “delegating”) crypto assets on nodes run by third-party operators. Through these contracts, the Company provides crypto assets to stake to a node for the purpose of validating transactions and adds blocks to a respective blockchain network. The terms of a smart contract vary based on the rules of the respective blockchain and typically lasts from a few days to several weeks after it is cancelled (or “un-staked”) by the delegator and requires that the crypto assets staked remain locked up during the duration of the smart contract.

In exchange for the foregoing services, the Company is entitled to receive non-cash consideration in the form of native crypto assets (primarily AVAX). For purposes of revenue recognition under ASC 606, the Company measures this non-cash consideration based on its fair value at contract inception. Subsequent changes in its fair value are recognized in unrealized or realized gains and losses.

In exchange for staking the crypto assets and validating transactions on blockchain networks, the Company is entitled to all of the fixed crypto asset award earned from the network when delegating to the Company’s own node and is entitled to a fractional share of the network-determined crypto asset awarded a third-party node operator receives (less crypto asset transaction fees payable to the node operator, which are immaterial and are recorded as a deduction from revenue), for successfully validating or adding a block to the blockchain. The Company’s fractional share of awards received from delegating to a third-party validator node is proportionate to the crypto assets staked by the Company compared to the total crypto assets staked by all delegators to the node at that time. If the validators do not achieve an uptime requirement of 90% (previously 80%), they will not receive any staking awards, and accordingly neither will their delegators. As a result, the Company accounts for these awards as variable consideration under ASC 606. When measuring the transaction price used to determine the amount of revenue recognized, the Company estimates the value of this variable consideration using either the most likely method or the expected value method, depending on which method it expects to better predict the amount of consideration to which it will be entitled. The Company only includes this variable consideration in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

On certain blockchain networks on which the Company operates a validator node, the Company earns a validator node fee (“Validator Fee”), determined as a node operator’s published percentage of the crypto asset rewards earned on crypto assets delegated to its node. Token rewards earned from staking, as well as tokens earned as Validator Fees, are calculated and distributed directly to the Company’s digital wallets by the blockchain networks as part of their consensus mechanism.

The provision of validating blockchain transactions is an output of the Company’s ordinary activities. Each separate block creation or validation under a smart contract with a network represents a performance obligation. The satisfaction of the performance obligation for processing and validating blockchain transactions occurs over time, since the customer simultaneously receives and consumes the benefit provided by our performance as we perform. Accordingly, we recognize the transaction price for revenue related to our AVAX tokens ratably over the staking period.

Bitcoin Mining

The Company earns revenue from the production of certain digital assets through mining activities. The Company provides transaction verification services to a mining pool. Transaction verification services are an output of the Company’s ordinary activities. The Company views the mining pool as a customer and recognizes the share of block rewards and transaction fees it is entitled to receive from the pool as revenue from contracts with customers under ASC 606. The Company assessed the following factors in the determination of the inception and duration of each individual contract as follows:

In accordance with ASC 606-10-32-21, the Company measures the estimated fair value of the non-cash consideration (the Company’s share of the block reward and transaction fees) at contract inception, which is the beginning of each day. The Company measures the non-cash consideration using the quoted spot rate for bitcoin determined using the Company’s primary trading platform for bitcoin. The customer receives and consumes the benefits provided by the Company’s performance as the Company performs. Accordingly, the Company recognizes revenue over the term of the contract (over the day).

Expenses associated with providing Bitcoin transaction verification services, such as hosting fees, electricity costs, and related fees are recorded as cost of revenues. Digital assets received are recorded as digital assets. Cash flows from selling digital assets are included within the investing activities on the Consolidated Statement of Cash Flows.

The Company evaluates and accounts for its digital assets in accordance with ASU 2023-08,Accounting for and Disclosure of Crypto Assets, the Company measures digital assets at fair value with changes recognized in operating expenses. The Company applies the first-in-first-out method of accounting to its digital assets and tracks the cost basis of the crypto asset by wallet.

Concentrations and Current Vulnerability

The Company’s principal activities consist primarily from investing, staking and evaluating digital tokens technologies that run on the Avalanche public blockchain network. Due to the current nature of the Company’s operations and the scale of business transacted on the Avalanche Network, a concentration could potentially result in a vulnerability as of the reporting date. The concentration and potential associated vulnerabilities include, but are not limited to:

The AVAX token performs various functions within the Avalanche ecosystem, including incentivizing network security and functionality and acting as the payment currency on the primary network. Therefore, this concentration may result in vulnerability to a near-term severe impact, and at least possible that there could be events outside of our control that may result in a severe impact in the near term.

As a result, of the foregoing, the Company believes a concentration exists as of the date of these financial statements, and a dissolution of the Avalanche Foundation or an inability of the Avalanche public blockchain network and/or AVAX tokens to function as expected, could result in near-term severe impacts to our business.

Contract Balances

We recognize a receivable when the Company has a right to consideration for which the Company has completed the performance obligations and only the passage of time is required before payment of that consideration is due, and we recognize a contract asset when revenue is recognized prior to invoicing.

We recognize a contract liability when a customer provides payment to the Company for a performance obligation not yet satisfied. Payment terms generally require payments within 30 days.

Loss per Common Share

The Company presents basic and diluted loss per share data for its common shares. Basic loss per common share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. The number of common shares used in the loss per shares calculation includes all outstanding common shares plus all common shares issuable for which there are no conditions to issue other than time. Diluted loss per common share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all potentially dilutive share equivalents, such as options and warrants and assumes the receipt of proceeds upon exercise of the dilutive securities to determine the number of shares assumed to be purchased at the average market price during the year.

Loss per common share calculations for all periods have been adjusted to reflect the reverse stock splits effected on December 5, 2024 and July 28, 2025.

Fair Value Measurements

The Company measures fair value in accordance with FASB ASC 820, “Fair Value Measurement,” which establishes a fair value hierarchy that prioritizes the assumptions (inputs) to valuation techniques used to price assets or liabilities that are measured at fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The guidance for fair value measurements requires that assets and liabilities measured at fair value be classified and disclosed in one of the following categories:

The Company measures and records it’s digital assets at fair value using quoted crypto asset prices within the Company’s principal market at the time of measurement which is deemed a level 1 input. See Note 4, “Digital Assets” for further details.

As part of the issuance of debentures on June 30, 2022, January 17, 2023, October 18, 2023, November 30, 2023, February 21, 2024, April 11, 2024, May 22, 2024, January 16, 2025 and March 21, 2025, as well as the private placements on June 20, 2023 and October 15, 2024, the Company issued warrants having strike prices denominated in USD. This created an obligation to issue shares for a price that is not denominated in the Company’s functional currency and renders the warrants not indexed to the Company’s shares, and therefore, must be classified as a derivative liability and measured at fair value at the end of each reporting period. On the same basis, the Series A Warrants and the representative warrants issued as part of the IPO are also classified as a derivative liability and measured at fair value. As of April 1, 2025, the Company changed its functional currency to USD. The strike prices of the warrants and the Company’s functional currency are both denominated in USD. The Company reassessed that the warrants met the classification criteria to be recorded as equity and the warrants were reclassified to additional-paid-in capital. See Note 13, “Derivative Liabilities” for further details.

Assets and liabilities measured and recorded at fair value on a non-recurring basis

The Company’s non-financial assets, such as property and equipment, intangible assets and goodwill are measured at fair value when there is an indicator of impairment and are recorded at fair value when an impairment charge is recognized. See Note 7, “Property and Equipment” and Note 8, “Intangible Assets” for further information regarding impairment charges recorded during the years ended December 31, 2025 and 2024.

Assets and liabilities not measured and recorded at fair value

Certain of the Company’s financial instruments are not measured and recorded at fair value but their carrying values approximate fair value due to their liquid or short-term nature such as current assets, accounts payable and accrued expenses, debentures and other current liabilities.

Income Taxes

Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted at period-end.

Deferred tax assets, including those arising from tax loss carryforwards, require management to assess the likelihood that the Company will generate sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted.

The Company operates in various tax jurisdictions and is subject to audit by various tax authorities.

The Company records uncertain tax positions based on a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Significant judgment is required in the identification of uncertain tax positions and in the estimation of penalties and interest on uncertain tax positions. There were no material uncertain tax positions as of December 31, 2025 and 2024.

Share-Based Compensation

The Company generally uses the straight-line method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of share-based awards to employees and directors using the Black-Scholes option-valuation model (the “Black-Scholes model”). This model incorporates certain assumptions for inputs including a risk-free market interest rate, expected dividend yield of the underlying common shares, expected option life, and expected volatility in the market value of the underlying common shares. The Company recognizes any forfeitures as they occur.

Recent Accounting Pronouncements

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Start-ups Act of 2012, (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, for complying with new or revised accounting standards applicable to public companies. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires companies to provide enhanced rate reconciliation disclosures, including disclosure of specific categories and additional information for reconciling items. The standard also requires companies to disaggregate income taxes paid by federal, state and foreign taxes. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on a retrospective or prospective basis. The amendments are effective for the Company for the fiscal year ended December 31, 2025. The Company adopted this standard on a prospective basis for the year ended December 31, 2025. See Note 16, “Income Taxes” for further information.

In November 2024, the FASB issued ASU No. 2024-03,Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures(Subtopic 220-40): Disaggregation of Income Statement Expenses. The requires additional disclosures of certain expenses in the notes of the financial statements, to provide enhanced transparency into the expense captions presented on the Consolidated Statements of Operations. Additionally, in January 2025, the FASB issued ASU 2025-01,Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), to clarify the effective date of ASU 2024-03. The new standard is effective for the Company for its annual periods beginning January 1, 2027, and for interim periods beginning January 1, 2028, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

4. DIGITAL ASSETS

The following table presents the Company’s digital assets held as of December 31, 2025 and 2024, which are measured at fair value in accordance in ASC 350-60,Intangibles - Crypto Assets. Measurement is based on quoted prices in active markets (Level 1 input under ASC 820,Fair Value Measurement).

Activity Rollforward

The following table summarizes the activity in the Company’s digital assets for the years ended December 31, 2025 and 2024:

Investor contributions in the table above are shown net of $24,233,587 of AVAX tokens in subscription receivable.

The Company recognized realized gains of $86,728 and $0 on the disposition of digital assets during the years ended December 31, 2025 and 2024, respectively. There wereno realized losses on dispositions of digital assets during the years ended December 31, 2025 and 2024.

Investor Contributions - Subscription Receivable

In connection with Offering, certain AVAX tokens received remain in investor wallets to which the Company did not have the private keys as of December 31, 2025, because the tokens were subject to restrictions, such as lock-up agreements or pledges as collateral pursuant to UCC-1 financing statements. As a result, management believes the Company does not have control of these digital assets and has presented these AVAX tokens as subscription receivable within the consolidated statements of stockholders’ equity as contra-equity. After each individual restriction lapses and the Company obtains control, the AVAX tokens will be reclassed to digital assets.

The following table summarizes the total AVAX tokens subject to restriction as of December 31, 2025:

The following table summarizes the restrictions that apply to the AVAX tokens classified as digital assets and the AVAX tokens classified as subscription receivables as of December 31, 2025:

In accordance with ASU 2022-03 (Topic 820), these restrictions are not considered a part of the unit of account for the AVAX tokens and was not considered when measuring the AVAX tokens at fair value.

5. ACQUISITIONS AND DISPOSITIONS

On January 17, 2025, the Company consummated the acquisition of assets of Bald Eagle Mining, LLC (“Bald Eagle”), located in Columbiana Country, Ohio, for a total purchase price of $4,765,000. Bald Eagle is a Bitcoin Mining facility, powered by 5MW of flared natural gas energy, which at the time of the acquisition supported over 900 Bitcoin Mining units. During the year ended December 31, 2025, the Company increased the number of mining units at the Bald Eagle mining site to 1,662.

The following pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2024.

The Company did not have any material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and net loss position. These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Bald Eagle to reflect the additional amortization that would have been charged assuming the fair value adjustments to the intangible assets had been applied from January 1, 2025, with the consequential tax effects.

The following table summarizes the consideration transferred to acquire Bald Eagle and the amounts of identified assets acquired and liabilities assumed at the acquisition date:

As of December 31, 2025, the Company’s goodwill balance was $1,535,333 (foreign exchange gain of $9,344).

The Company will continue to operate its Bitcoin Mining business alongside its AVAX treasury business, which will be the main business operation post-closing.

On November 28, 2024, the Company completed its acquisition of the Redwater Bitcoin Mining Facility, located in Alberta, Canada (“Redwater”), for a total purchase price of approximately $1.5 million. The acquisition was accounted for as an asset acquisition as, at the time of acquisition, no outputs were produced from the property, and skilled employees or contractors required for the operation of the facility were not included in the transaction. The purchase price consisted primarily of cash proceeds paid to the seller, and legal transaction costs. The acquired assets are amortized commencing on the acquisition date over the remaining estimated useful lives thereof.

The purchase price was allocated based on the relative fair value of the assets acquired as follows:

The Power Purchase Agreement between the Company and Rivogenix Energy Corp (“Rivogenix”), allows the Company to obtain natural gas for its natural gas power plant. The Power Purchase Agreement was determined to be a favorable contract asset, and as such was recorded at the present value of the contractual benefit. As per the agreement, Rivogenix procures the natural gas required to generate power using the Natural Gas Power Plant and allows the Company to purchase the power generated at a rate of CAD $0.055 per kilowatt hour (KWH). The expected power cost per kilowatt hour in Alberta was determined to be CAD $0.0883, providing a discount of CAD $0.0383. The power usage required to operate each of the acquired Bitcoin Miners is 75.9KWH per day per Bitcoin Miner. The discount rate used in the present value calculation is 11.25%, and the period of the contract has been determined to bethree years.

In August 2024, the Company completed the acquisition of assets of Radical Clean Solutions, Inc. (“RCS”), effectively increasing its interest from 14% to 100%, and providing the Company control over RCS. The RCS technology is a product line consisting of patent-pending “smart hydroxyl generation systems” focused on numerous industry verticals that is proven to eliminate 99.99+% of all major pathogens, virus, mold, volatile organic compounds and allergy triggers. As the Company’s investment in RCS does not have a readily determinable fair value, the Company previously elected to account for its 14% interest in RCS at cost, less impairment. The Company recognized a loss on the investment of $97,488 during the year ended December 31, 2024.

On July 1, 2025, the Company mutually agreed to return the RCS assets and certain liabilities to the seller, and as a result, the Company incurred a loss on disposal of the RCS business, which is reflected on the consolidated statement of operations as a loss on disposal of business of $880,482.

Details of the assets and liabilities of discontinued operations are as follows:

Cash used in operating activities from discontinued operations was $0.3 million for the year ended December 31, 2025 (December 31, 2024 - $0.4 million). There were no cash flows related to investing or financing activities of discontinued operations during the years ended December 31, 2025 and 2024. The details of the component information of the discontinued operations are disclosed in the segment reporting information in Note 19, “Segmented Information.”

6. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following:

During the year ended December 31, 2024, the Company wrote off a non-refundable deposit amounting to $12,000 which was related to a land purchase agreement.

7. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

During the years ended December 31, 2025 and 2024, the depreciation expenses on property and equipment was $592,709 and $1,970, respectively.

The Company determined there was an indication of impairment for the Redwater reporting unit during the year ended December 31, 2025 due to the operating performance, which resulted in an impairment of Bitminers totalling $452,635 based on the replacement cost which was considered a level 2 fair value estimate.

The Company disposed of property and equipment during the year ended December 31, 2024, resulting in a loss of $4,252, which is reflected as other losses in the accompanying consolidated statement of operations.

8. INTANGIBLE ASSETS

Intangible assets consisted of the following:

Manna Intellectual Property

In 2021, the Company acquired intellectual property (the “Manna IP”) pursuant to an asset purchase agreement with an unrelated third party. The Manna IP encompasses various patented technologies to naturally process and convert, among other things, fiber rich baking flour products. The Company accounted for the purchase as an asset acquisition and the Manna IP is amortized over its estimated useful life of 20 years. During the years ended December 31, 2025 and 2024, the Company recorded amortization expenses totalling $555,049 and $632,051, respectively.

During the year ended December 31, 2024, the Company determined there was indication of impairment for the intangible assets due in part to the significant decline in the Company’s share price. As a result, the Company performed an intangible asset impairment test and determined that the fair value of the intangible asset was $7,832,200 based on an income approach using forecasted discounted royalty payments. For valuing the Manna IP, the Company made estimates regarding future revenues of a market participant, royalty rate, tax rate, and discount rate. The resulting fair value estimate was considered a level 3 fair value estimate given the significant uncertainty involved in estimating future revenues and other inputs.

In December 2025, the Company entered into a letter of intent, with an unrelated third party, to sell the Manna IP for a purchase price of $1,550,000 (the “Purchase Price”), of which $50,000 was received as a deposit and is reflected in the accompanying consolidated balance sheet as other liabilities. Based on the Purchase Price, the Company determined the Manna IP asset was impaired as of December 31, 2025, and recorded an impairment charge totalling $5,110,592 which is reflected in the accompanying consolidated statement of operations as intangible asset impairment. The remaining balance of $1,550,000 is included within the Corporate and Other reportable segment.

Power Purchase Agreement

In November 2024, the Company acquired the power purchase agreement (the “Power Purchase Agreement”) pursuant to the Redwater acquisition. The Power Purchase Agreement allows the Company to obtain natural gas for its Natural Gas Power Plant, which was also acquired pursuant to the Redwater acquisition. The Power Purchase Agreement was determined to be a favorable contract asset, and as such was recorded as an intangible asset at the present value of the contractual benefit, estimated to be three years. During the years ended December 31, 2025 and 2024, the Company recorded amortization expenses totalling $217,548 and $32,335, respectively, which is reflected in cost of revenue in the accompanying consolidated statement of operations.

The estimated annual amortization expense for the Power Purchase Agreement is $224,429 in 2026 and $184,428 in 2027.

Radical Clean Solutions

As discussed in Note 5, “Acquisitions and Dispositions,” the Company completed the asset acquisition of RCS in August 2024 and in July 2025, mutually agreed to return the assets and certain liabilities to the seller. The Company recorded a loss on disposal of the RCS business totalling $880,482 and reclassified the asset and liabilities of RCS to assets and liabilities of discontinue operations in the accompany consolidated financial statements.

In connection with the RCS acquisition, the following intangible assets were acquired in August 2024:

During the years ended December 31, 2025 and 2024, the Company recorded amortization expenses totalling $30,548 and $16,218, respectively.

9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consisted of the following:

10. DEBENTURES

In June 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreements”) with arm’s-length accredited institutional investors (the “Investors”) for the sale of debentures, which are convertible into the Company’s common shares in an aggregate principal amount of up to $47,025,000 with a 10% original issue discount (the “Debentures”). On June 30, 2022, the Company consummated the closing for the sale of (i) the initial debenture in the principal amount of $14,025,000 for gross proceeds of $12,750,000, after considering the 10% original issue discount (“First Tranche Debentures”). In addition, the Investors received 91 warrants at a strike price of $12,210.00, which expired on December 31, 2025 (the “First Tranche Warrants” and the issuance of the First Tranche Debentures and the Frist Tranche Warrants, the “First Tranche”). The First Tranche Warrants and First Tranche Debentures each have down-round provisions whereby the conversion and strike prices will be adjusted downward if the Company issues equity instruments at lower prices. The First Tranche Warrants strike price, and the First Tranche Debenture conversion price will be adjusted down to the effective conversion price of the issued equity instruments. The transaction costs incurred in relation to first tranche were $1,634,894. The Debentures are senior to all other indebtedness or claims in right of payment, other than indebtedness secured by purchase money security interests.

The Investors had the right to purchase additional tranches of $5,000,000 each, up to a total additional principal amount of $33,000,000.

From January 2023 through May 2024, the Investors purchased additional tranches under the Purchase Agreements under similar terms as the First Tranche for an aggregate principal amount of $13,059,923.

The details of each of these seven tranches are summarized in the table below:

Interest rates -5% for the first 12 months; and 8% thereafter.

These debentures may be extended for six months, at the election of the Company, by paying a sum equal to six months of interest on the principal amount outstanding at the end of the 12th month, at the rate of 8% per annum.

In January 2025, the Company entered into a Securities Purchase Agreement (the “2025 Purchase Agreements”) with arm’s-length accredited institutional investors (the “Investors”) for the sale of debentures, which are convertible into the Company’s common shares in an aggregate principal amount of up to $50.0 million in debentures with a 10% original issue discount. On January 16, 2025, the Company consummated the closing for the sale of (i) the initial debenture in the principal amount of $7,700,000 for gross proceeds of $7,000,000, after considering the 10% original issue discount. In addition, the Investors received 212,256 warrants at a strike price of $25.938. The issuance of the additional tranche triggered the round down provision, adjusting the exercise price of the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Debentures and First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Warrants to $23.58.

From March 2025 through October 2025, the Investors purchased additional tranches under the 2025 Purchase Agreements under similar terms as the January 2025 Tranche for an aggregate principal amount of $10,513,334.

The details of each of the tranches are summarized in the table below:

Interest rates -5% for the first 12 months; and 8% thereafter.

These debentures may be extended for six months, at the election of the Company, by paying a sum equal to six months of interest on the principal amount outstanding at the end of the 12th month, at the rate of 8% per annum.

(a) - The Company received $1,500,000 in October 2025 and the additional $5,430,000 is held in a DACA account which serves as collateral for the October 2025 tranche. The funds held in the DACA are reflected as restricted cash in the accompanying consolidated balance sheets.

In April 2025, the Company issued a promissory note (the “April 2025 Note”) with an arm’s-length accredited investor for $290,000 in debentures with a $40,000 original issue discount for gross proceeds of $250,000. The interest rate is 12% applied on the issuance date to the principal amount of $290,000. The April 2025 Note was satisfied in full in October 2025.

The following table summarizes our outstanding debentures as of the dates indicated:

During the year ended December 31, 2025, the Investors converted $16,186,143 of principal and interest into the Company’s common shares resulting in an $86,563 gain on the conversion of convertible debentures and $10,131,237 of losses on extinguishment debt. During the year ended December 31, 2025, the Company incurred $3,148,068 in accretion interest and made $431,552 of cash repayments.

During the year ended December 31, 2024, the Investors converted $11,469,407 of principal and interest into the Company’s common shares resulting in a $1,627,858 loss on the conversion of convertible debentures and $2,805,306 of losses on the extinguishment of debentures. During the year ended December 31, 2024, the Company incurred $2,978,722 in accretion interest and made $1,331,467 of cash repayments.

Subsequent to year end, on January 2, 2026, the Company entered into security purchase agreements with certain accredited investors for the purchase of $7,000,000 in convertible debentures (the “January 2026 Debentures”) due January 1, 2027. The Debentures are convertible into common shares at $2.41 per share. As of December 31, 2025, the Convertible Debt Investors have the right to purchase additional tranches in an aggregate principal amount of $31,786,666. In addition, the accredited investors received 3,013,245 warrants at a strike price of $2.41 which expire on June 2, 2029 (the “January 2026 Debenture Warrants”). The 2026 Debenture and the 2026 Debenture Warrants each have down-round provisions whereby the conversion and strike prices will be adjusted downward if the Company issues equity instruments at lower prices.

11. LOAN

In May 2025, the Company entered into a Master Loan Agreement (the “MLA”) with BitGo Prime, LLC providing the Company the ability to secure USD cash loans secured by Bitcoin (“BTC”). On May 5, 2025, the Company entered into a loan under the MLA for a total of $200,000, collateralized by three BTC with an interest rate of 11% per annum and a maturity date of August 31, 2025 (the “May 2025 BitGo Loan”). On August 29, 2025, the Company repaid the outstanding balance under the May 2025 BitGo loan and entered into a new loan agreement for a total of $275,000, collateralized by four BTC, with an interest rate of 9.99% per annum and an open maturity date (the “August 2025 BitGo Loan”).

As of December 31, 2025, the aggregate outstanding balance on the August 2025 BitGo Loan was $220,000, The loan includes provisions requiring the collateral to be balanced against the outstanding borrowings.

12. LONG TERM LOAN

In December 2020, the Company entered into a loan agreement with Alterna Bank for a principal amount of $27,799 (CAD$40,000) (December 31, 2024 - $30,243 (CAD$40,000)) under the Canada Emergency Business Account Program (the “Program”). The Program, as set out by the Government of Canada, requires that the funds from this loan shall only be used by the Company to pay non-deferrable operating expenses including, without limitation, payroll, rent, utilities, insurance, property tax and regularly scheduled debt service, and may not be used to fund any payments or expenses such as prepayment or refinancing of existing indebtedness, payments of dividends, distributions and increases in management compensation. The loan was interest free during the initial term, which ended on January 18, 2024. The outstanding loan after the initial term bears interest at a rate of 5% per annum, payable monthly until the maturity date, December 31, 2026.

In April 2021, the Company applied for an additional loan with Alterna Bank under the Program and received $13,900 (CAD$20,000) (December 31, 2024 - $15,122 (CAD$20,000)). The additional loan is subject to the original terms and conditions of the Program.

On November 14, 2025, the Company repaid the total outstanding loan balance of $42,787 (CAD $60,000) plus accrued and unpaid interest of $2,939 (CAD $4,121).

13. DERIVATIVE LIABILITIES

As a result of the change in the Company’s functional currency as discussed in Note 2, “Basis of Presentation,” effective April 1, 2025, the derivative liabilities, consisting of warrant liabilities and the debenture conversion features were reclassified to equity.

Warrant Liabilities

As of April 1, 2025, the Company utilized the Monte Carlo option-pricing model to value the warrant liabilities. The warrant liabilities reclassified to equity as of April 1, 2025, as well as the assumptions used by the Company to value the warrant liabilities are summarized in the table below:

As of December 31, 2024, the Company utilized the Monte Carlo option-pricing model to value the warrant liabilities. The warrant liabilities reflected on the December 31, 2024 consolidated balance sheet, as well as the assumptions used by the Company to value the warrant liabilities are summarized in the table below:

Debenture Convertible Feature

As of April 1, 2025 the Company utilized the Monte Carlo option-pricing model to value the debenture conversion feature. The liability reclassified to equity as of April 1, 2025, as well as the assumptions used by the Company to value the debenture conversion feature are summarized in the table below:

As of December 31, 2024, the Company utilized the Monte Carlo option-pricing model to value the debenture conversion feature. The liability reflected on the December 31, 2024 balance sheet, as well as the assumptions used by the Company to value the debenture conversion feature are summarized in the table below.

During the year ended December 31, 2025, a debt extinguishment of $115,384 occurred for the increase in principal of Tranche 4 of 15%.

As of December 31, 2025, the IPO Warrants, Rep Warrants, and Private Placement Warrants (the “Equity Warrants”) are classified as equity due to the Company changing its functional currency to USD as of April 1, 2025. The strike prices of the warrants and the Company’s functional currency are both denominated in USD. The Company reassessed that the Equity Warrants met the classification criteria to be recorded as equity and the Equity Warrants were reclassified to additional-paid-in capital.

As of December 31, 2024, Equity Warrants were classified as Level 1 financial instruments, while the Debenture Warrants and Debenture Convertible Feature are classified as Level 3 financial instruments.

Changes in the fair value of Company’s Level 1 and 3 financial instruments for the year ended December 31, 2025 were as follows:

Changes in the fair value of Company’s Level 1 and 3 financial instruments for the year ended December 31, 2024 were as follows:

Due to the expiry date of the warrants and conversion feature being subsequent to December 31, 2024, the liabilities have been classified as non-current.

14. STOCKHOLDERS’ EQUITY

The Company is authorized to issue unlimited preferred shares with no par value and unlimited common shares with no par value.

In 2024, the equity incentive plan (the “2024 Equity Incentive Plan”) was adopted and approved and will remain in effect until July 2028, unless terminated earlier by the Company’s board of directors. Awards under the 2024 Equity Incentive Plan are available to be granted to officers, directors, employees, and consultants and in amounts and to individuals as determined by the compensation committee, in its sole discretion. The 2024 Equity Incentive Plan provides for the grants of options, warrants, restricted shares, preferred shares or restricted stock units.

In 2025, the shareholders approved an increase in the number of common shares reserved under the 2024 Equity Incentive Plan from 87,237 shares to 5,750,000 shares. As of December 31, 2025, three employees (including each of our executive officers) and five non-employee directors are eligible to participate in the 2024 Equity Incentive Plan.

The Company had the following common share transactions during the year ended December 31, 2025:

The Company had the following common share transactions during the year ended December 31, 2024:

In November 2025, the Company’s board of directors authorized a share repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $40 million of its outstanding common shares, for a period of 12 months, subject to contractual requirements. During the year ended December 31, 2025, the Company repurchased 183,346 of its common shares for an aggregate purchase price of $257,964.

As of December 31, 2024, the Company owed $44,214 worth of share-based compensation to a former officer of the Company which has been reflected as an obligation to issue shares in the consolidated statements of shareholders’ equity.

The Company has adopted a stock option plan (the “Option Plan”) for its directors, officers, employees and consultants to acquire common shares of the Company. The terms and conditions of the options are determined by the board of directors. As of December 31, 2025 there were 9,293,880 shares available for future issuance and there wereno options outstanding under the Option Plan. As of December 31, 2024 there were 61 options outstanding at a weighted average exercise price of $4,236, all of which were exercisable as of December 31, 2024 and cancelled during the year ended December 31, 2025.

The Company’s outstanding warrants as of December 31, 2025, were:

In connection with the closing of the Offering, the Company issued to the Investors the Pre-Funded Warrants exercisable for an aggregate of 6,123,837 Common Shares. The Pre-Funded Warrants were sold at an offering price of $2.3599 per Pre-Funded Warrant, which represents the per share offering price of $2.36 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. These Pre-Funded Warrants are excluded from the foregoing table.

Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the periods presented. Diluted net loss per share is computed by giving effect to all potential weighted average dilutive common shares. For diluted net loss per share, the dilutive effect of outstanding awards is reflected by application of the treasury stock method and convertible securities by application of the if-converted method, as applicable.

The following table sets forth the computation of basic and diluted net loss per share:

Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows (in common equivalent shares):

15. REVENUE

For the year ended December 31, 2025, the Company’s primary source of revenue has been from its digital asset strategy and are as follows:

16. INCOME TAXES

For the years ended December 31, 2025 and 2024, loss before income tax provision consisted of the following:

The following table reconciles income taxes calculated at the Canadian statutory rate with the actual income tax expense for the year ended December 31, 2025.

The following table reconciles income taxes calculated at the Canadian statutory rate with the actual income tax expense for the year ended December 31, 2024.

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not that we will not realize those tax assets through future operations. Significant components of the Company’s deferred taxes are as follows:

The Company has unclaimed Canadian SR&ED expenditures of approximately $311,180 (in Canadian dollars) as of December 31, 2025 and 2024 which can be carried forward indefinitely to reduce future years’ taxable income. The balance is included as a reduction of research and development expense.

As of December 31, 2025 and 2024, the Company had unused US Federal net operating losses of $3,723,575 and $3,838,758, which can be carried forward indefinitely to reduce future years’ taxable income, and unused US State net operating losses of $705,914 andnil, which can be carried forward to the year 2041 to reduce future years’ taxable income.

The Company has Canadian non-capital losses for the years ended December 31, 2025 and 2024 of $72,924,079 and $57,969,965, respectively (in Canadian dollars). The non-capital losses as of December 31, 2025 can be used to offset future taxable income in Canada, and are due to expire in the following years (in Canadian dollars):

Non-capital losses in Canada can be carried forward after a change of ownership, if the particular business which gave rise to the loss is carried on by the company for profit or with a reasonable expectation of profit. Certain accumulated net operating losses in United States are subject to an annual limitation from equity shifts, which constitute a change of ownership as defined under Internal Revenue Code Section 382. As a result of the Offering, a change of ownership as defined under IRC Section 382 occurred which will limit the Company’s ability to utilize the net operating losses to $67,915 per year.

The Company files income tax returns in Canada and the United States and is subject to examination in these jurisdictions for all years since the Company’s inception in 2017. As at December 31, 2025, no tax authority audits are currently underway. The Company currently has no uncertain tax position and is therefore not reflecting any adjustments.

17. RELATED PARTY TRANSACTIONS

Key management personnel include those persons having the authority and responsibility of planning, directing, and executing the activities of the Company. The Company has determined that its key management personnel consist of the Company’s officers and directors.

During the years ended December 31, 2025 and 2024, the Company incurred $1,626,117 and $450,266, respectively, in cash and non-cash compensation to our non-employee, independent board members.

As of December 31, 2025 and 2024, amounts owed to officers and directors, or to companies owned by officers and directors, of the Company for services and expenses totalled $17,500 and $600,000, respectively. These amounts owing have been included in accounts payable and accrued liabilities.

During the year ended December 31, 2025, the Company incurred $383,748 to our Asset Manager, a company controlled by the current chairman of the board of the Company. As of December 31, 2025, these fees were paid in full.

During the years ended December 31, 2025 and 2024, the Company incurred $17,946 and $58,445, respectively, to our U.S. general counsel firm, Enso Law against legal services, a company controlled by a former director of the Company. As of December 31, 2025, $nil (December 31, 2024 - $5,647) in total was owed to Enso Law.

During the years ended December 31, 2025 and 2024, the Company incurred $75,000 and $67,500, respectively in legal fees to Jolie Kahn, who is also the Chief Executive Officer of the Company. As of December 31, 2025, $nil (December 31, 2024, $49,151) in total was owed to Ms. Kahn.

There were no other payments to related parties for the years ended December 31, 2025 and 2024 other than expense reimbursements in the ordinary course of business.

18. COMMITMENTS AND CONTINGENCIES

Contingencies

Litigation

In August 2023, the Company’s former chief executive officer, Ingo Wilhelm Mueller filed a Notice of Civil Claim in which he alleges that the Company wrongfully terminated his employment without notice, in breach of the parties’ underlying employment agreement. Mr. Mueller alleges to have suffered damages including, among other things, a loss of base salary ($473,367 CAD per annum) and damages from not receiving common shares of the Company ($468,313 CAD). The Company’s position is that Mr. Mueller was terminated for ‘just cause’ because he breached his fiduciary duty to act in the Company’s best interest by, among other things, submitting a sizeable bid for the acquisition of a company without first obtaining board approval. In doing so, Mr. Mueller misrepresented the Company’s financial standing and forged, or instructed others to forge, a document by affixing the electronic signature of the Company’s chief financial officer.

The parties are in the discovery stage of litigation. The Company has produced relevant documents to Mr. Mueller and is awaiting Mr. Mueller’s production of relevant documents. The parties are also in the process of scheduling examinations for discovery. Management is instructing counsel to advance the matter given the relative strength of the Company’s case.

The likelihood of an unfavorable outcome is not probable given the facts supporting the Company’s ‘for cause’ termination of Mr. Mueller as well as the significant expense that Mr. Mueller would have to incur to advance this matter to trial.

In September 2023, a vendor filed a Complaint with the Superior Court of California for Breach of Contract; Breach of the Covenant of Good Faith and Fair Dealing; and Common Count: Goods and Services Rendered in relation to the purchase and sale agreement for vacant land, known as the Coachella property. In January 2025, the Company settled the complaint and agreed to pay $250,000 in 12 equal monthly installments of $20,833 commencing on February 1, 2025 (the “Settlement Amount”). The Settlement Amount was paid in full in October 2025.

On March 27, 2024, BV Peeters Advocaten-Avocats (“Peeters”) summoned the Company to appear on May 31, 2024, at the First Chamber of the Dutch-Speaking Division of the Business Court in Brussels. Peeters is seeking payment for €467,249 of unpaid bills for legal services plus penalties and interest. The Company believes that Peeters performed actions that were not in the Company’s best interest. The Company does not intend to pay the outstanding legal bills and intends to vigorously defend its position in court. The parties are currently in mediation.

On July 11, 2024, the Company’s former general counsel filed a Notice of Civil Claim with the Supreme Court of British Columbia, in which he alleges that the Company wrongfully terminated his employment without notice, in breach of the parties’ underlying employment agreement. On January 6, 2025, the Company settled the Civil Claim with the Company’s former general counsel and agreed to pay a settlement amount of $160,000 CAD to the Company’s former general counsel. This settlement has been paid in full.

19. SEGMENTED INFORMATION

The Company has chosen to organize its operating segments based on products or services offered. Each operating segment is also a reportable segment (i.e., operating segments have not been aggregated). As a result of the launch of the digital asset treasury reserve strategy in the fourth quarter of 2025, the Company reorganized the operating and reportable segments to include Avalanche Protocol and Bitcoin Mining All other activities, including financing, are carried out through the corporate entity. The prior period segment information has been recast to conform to the current period presentation.

Our Bitcoin Mining operations are conducted at our Redwater Property in Alberta, Canada, and the Bald Eagle Property in Ohio, USA, which reflects the manner in which the Company’s Chief Operating Decision Maker (“CODM”), its Chief Executive Officer, reviews and assesses the performance of the business and allocates resources.

The information used by the CODM to assess performance and allocate resources includes various measures of segment profit, however, for the purposes of the disclosures required by ASC 280,Segment Reporting and ASU 2023-07,Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, the Company has determined that the measure most consistent with the measurement principles used in measuring the corresponding amounts in the consolidated financial statements is net income. Segment financial information is used to monitor forecast versus actual results in order to make key operating decisions for each segment. The CODM evaluates the performance or allocate resources for each segment based on the Company’s assets or liabilities.

The following tables disclose key financial information including the significant segment expenses, in the context of deriving net income, which are regularly provided to and reviewed by the CODM reconciled to the segment’s net income:

The following table summarizes the additions to long-lived assets, total long-lived assets, and total assets by segment, used by the CODM to assess segment performance.

The following tables summarize revenue and certain assets, such as cash and cash equivalents, property, plant, and equipment and digital assets by geographic area based on the location of the underlying activity or rendering of services and location of the underlying assets:

20. SUBSEQUENT EVENTS

As discussed in Note 10, “Debentures,” on January 2, 2026, the Company entered into the January 2026 Debentures and January 2026 Debenture Warrants and issued $7,000,000 in convertible debentures at $2.41 per share and issued 3,013,245 warrants at a strike price of $2.41. The January 2026 Debenture and the January 2026 Debenture Warrants each have down-round provisions whereby the conversion and strike prices will be adjusted downward if the Company issues equity instruments at lower prices.

From January 1, 2026 to March 24, 2026, the Company repurchased 3,090,038 common shares in the open market for a total cost of $2,868,398 pursuant to the Repurchase Program.

On February 9, 2026, the Company filed Form S-3 with the SEC to register up to 4,792,533 of its common shares. As of March 24, 2026, this Form S-3 has not been declared effective.

On March 13, 2026, the Company received a letter from Nasdaq that it no longer complies with Rule 5550(a)(2) of Nasdaq’s Listing Rules (the “Rules”) which require listed securities to maintain a minimum bid price of $1 per share. Based upon the closing bid price for the last 30 consecutive business days (January 29, 2026 to March 12, 2026), the Company no longer meets this requirement. Normally, a company would be afforded a compliance period of 180 calendar days to regain compliance with the Rule. However, pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period specified in Rule 5810(c)(3)(A) due to the fact that the Company has effected a reverse stock split over the prior one-year period and has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one. The Company requested an appeal, on March 20, 2026, of the Staff’s determination to a Hearing Panel (the “Panel”) pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The Company’s appeal to the Panel will prevent the suspension of the Company’s securities pending the Panel’s decision.