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Pineapple Financial Inc.

For the period ended Feb 28, 2026. Filed Apr 13, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Feb 28, 2026 · Filed Apr 13, 2026

PAPL$0.98+3.1%Stored close · as of Oct 23, 2026

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Notes to the Condensed Interim Consolidated Financial Statements - Unaudited

1. Description of business

Pineapple Financial Incorporation, (“the Company”) was incorporated in 2006, under the Ontario Business Corporations Act. Later the company was registered under Canadian Business Corp. The Company’s head office is located at 200-111 Gordon Baker Road, Toronto, Ontario, M2H 3R1 Canada and its securities are publicly listed on the New York Stock Exchange American (NYSE American) under ticker “PAPL”.

Going concern

The accompanying condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business.

For the six months ended February 28, 2026, the Company incurred a net loss of $25.9 million (February 28, 2025 – $1.3 million) and reported negative cash flows from operating activities of $3.8 million (February 28, 2025 – $0.8 million). As of February 28, 2026, the Company had an accumulated deficit of $39.3 million and positive working capital of $3.1 million (current assets of $23.4 million compared to current liabilities of $20.3 million).

Of note, the net loss for the period was primarily driven by (i) non-cash fair value losses on digital assets of $23.0 million, reflecting market price volatility, and (ii) one-time, non-recurring financing expenses associated with the Company’s private placement transaction completed on January 6, 2026. Excluding these non-cash and non-recurring items, the Company’s operating cash outflows were significantly lower and continue to be actively managed.

These conditions, including recurring losses and negative operating cash flows, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued.

Management has implemented and continues to pursue the following initiatives to improve liquidity and support ongoing operations:

●Capital raising activities

During the period, the Company completed a private placement financing and entered into a credit facility, resulting in significant financing inflows that strengthened the Company’s liquidity position.

●Digital Asset Strategy and Yield Generation

The Company has deployed capital into digital assets, including Injective tokens, and is generating yield through staking activities. During the period, staking income of $221,718 was recognized. Management expects these activities to contribute to ongoing liquidity and capital efficiency over time.

1. Description of business(continued from previous page)**

●Cost Optimization Measures

The Company has implemented cost reduction initiatives, including reductions in payroll and discretionary expenditures, to better align its cost structure with current operating levels.

●Working Capital and Liquidity Management

Management continues to actively monitor cash flows, manage working capital, and optimize the deployment of capital, including maintaining appropriate liquidity buffers.

While management believes that the above plans, together with existing cash balances of $17.9 million and access to financing arrangements, will provide sufficient liquidity to fund operations and meet obligations as they become due for at least the next twelve months, there can be no assurance that these plans will be successfully executed. Accordingly, substantial doubt about the Company’s ability to continue as a going concern remains.

Impact from the global inflationary pressures leading to higher interest rates

Following a period of elevated inflation in fiscal 2023 and early 2024, central banks, including the Bank of Canada, implemented significant monetary tightening measures, resulting in higher benchmark interest rates and increased borrowing costs. These conditions contributed to reduced housing affordability, lower transaction volumes, and a slowdown in real estate activity.

During fiscal 2025, as inflationary pressures moderated toward the Bank of Canada’s target range of 1% to 3%, the Bank began to gradually reduce policy interest rates from peak levels. By late 2025, the benchmark rate had declined to 2.25%, reflecting easing inflation and softer economic growth conditions.

As of February 28, 2026, the Bank of Canada has maintained its policy rate at 2.25%, reflecting a more cautious and data-dependent approach to monetary policy amid ongoing economic uncertainty. Inflation has generally stabilized near the Bank’s 2% target, although risks remain due to global factors such as geopolitical developments and energy price volatility.

While the stabilization of interest rates has provided some support to borrower confidence and housing market activity, overall mortgage origination volumes remain below historical levels, and the timing and pace of a sustained market recovery continue to be uncertain. Management continues to monitor macroeconomic conditions closely, as changes in interest rates and inflation expectations may materially impact the Company’s operating environment and financial performance.

2. Material accounting policies

Statement of compliance

These condensed interim consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”).

The condensed interim consolidated financial statements were authorized for issue by the Board of Directors on April 10, 2026.

Basis of preparation, functional and presentation currency

The condensed interim consolidated financial statements have been prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business on the historical cost basis except for certain financial instruments that are measured at fair value.

All financial information is presented in US Dollars (“USD”) as the Company’s presentation currency and functional currency is in Canadian Dollars (“CAD”). The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual year-end consolidated financial statements for the year ended August 31, 2025. It is management’s opinion that all adjustments necessary for a fair statement of the results for the interim period has been made, and all adjustments are of a recurring nature or a description of the nature of and any amount of any adjustments other than normal recurring nature has been stated. Sufficient disclosures have been so as to not make the interim financial information misleading. There are no prior-period adjustments in these condensed interim consolidated financial statements.

Adjustment for reverse stock split

In July 2023, the Board of Directors approved a 1-for-3.9 reverse stock split (the “2023 Reverse Split”), which became effective on July 14, 2023.

On July 16, 2025, the Company effected a 1-for-20 reverse stock split of its issued and outstanding common shares. The reverse split did not affect the total shareholders’ equity of the Company or the par value of the common shares. All share, option, warrant and restricted share unit (“RSU”) amounts, as well as all per-share information presented in these unaudited condensed interim consolidated financial statements, have been retroactively adjusted to reflect the reverse stock split for all periods presented.

Operating segments

The Company determines its operating and reportable segments in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting. Operating segments are identified based on the manner in which financial information is regularly reviewed by the Company’s chief operating decision makers (“CODM”) for the purposes of allocating resources and assessing performance.

During the six months ended February 28, 2026, the Company revised its internal reporting structure to reflect the expansion of its business activities. As a result, the Company now operates through two reportable segments:

●Mortgage Operations - includes the Company’s traditional mortgage brokerage, underwriting, and related services, which generate revenue from commissions, fees, and other mortgage-related activities.
●Crypto Asset Operations - includes the Company’s digital asset treasury strategy, comprising the acquisition, management, and valuation of digital assets, as well as yield-generating activities such as staking and other blockchain-based initiatives.

The Company’s chief operating decision makers, identified as the Chief Executive Officer and Chief Financial Officer, review financial information for these two segments separately to evaluate performance and make decisions regarding resource allocation.

Segment performance is primarily evaluated based on revenue, operating income (loss), and key underlying drivers specific to each segment, including transaction volumes in the mortgage business and fair value movements and yield generation in the digital asset segment.

Basis of consolidation

The consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries, Pineapple Insurance Inc and Pineapple National Inc. All transactions with the subsidiaries and any intercompany balances, gains or losses have been eliminated upon consolidation. The subsidiaries have a USD presentation currency, and the functional currency is in CAD, and accounting policies have been applied consistently to the subsidiaries.

New accounting policies

Crypto assets

The Company holds digital assets that meet the definition of crypto assets under ASC 350-60,Intangibles—Goodwill and Other—Crypto Assets. These assets are fungible digital assets secured by cryptography and recorded on distributed ledger technology. The Company’s digital assets consist primarily of Injective (INJ) tokens and USD-denominated stablecoins.

Digital assets are recognized when the Company obtains control of the assets, defined as the ability to direct the use of, and obtain substantially all of the remaining benefits from, the assets, generally upon settlement and transfer to a wallet or account under the Company’s control.

Digital assets are subsequently measured at fair value at each reporting date in accordance with ASC 350-60, with changes in fair value recognized within consolidated statements of operations in the period in which they occur.

Fair value is determined in accordance with ASC 820, Fair Value Measurement, using quoted prices in active markets for identical assets (Level 1 inputs). The Company determines fair value based on prices from its principal market, which is the market with the greatest volume and level of activity for the digital assets at the measurement date, using pricing data from major active exchanges.

Digital assets are presented in the consolidated balance sheets based on their nature and the Company’s intended use, consistent with applicable accounting guidance. The classification of digital assets as current or non-current involves management judgment based on expected holding periods and liquidity considerations.

The fair value of the Company’s digital assets is determined in accordance with ASC 820,Fair Value Measurement, using quoted prices in active markets for identical assets (Level 1 inputs). The Company determines fair value based on prices from its principal market, which is the market with the greatest volume and level of activity at the measurement date, using pricing data from major active exchanges.

Staking Income

The Company participates in staking activities related to its digital assets, whereby it earns rewards in the form of additional digital tokens for supporting blockchain network operations.

Staking rewards are recognized as income when the Company obtains control of the reward tokens, which generally occurs when the rewards are received or become claimable by the Company. The determination of when control is obtained requires judgment based on the terms of the underlying staking arrangements.

Staking rewards are measured at fair value at the time of receipt or when they become claimable, using quoted market prices in active markets (Level 1 inputs) in accordance with ASC 820, Fair Value Measurement.

Staking income is recognized within other income as a component of digital asset-related income, which is distinct from the Company’s core operating revenue streams.

Subsequent to initial recognition, reward tokens are included within digital assets and are remeasured at fair value at each reporting date, with changes in fair value recognized in earnings in accordance with the Company’s accounting policy for digital assets.

Derivative Liability

The Company’s written put options meet the definition of derivative instruments under ASC 815, Derivatives and Hedging, as they contain an underlying, require minimal initial investment, and are settled at a future date. Accordingly, these instruments are recognized as a derivative liability in the consolidated balance sheets.

Derivative instruments are initially recognized at fair value on the date the contracts are entered into. Premiums received are recorded as part of the derivative liability. Collateral posted in connection with these arrangements is accounted for separately and is not included in the measurement of the derivative.

The derivative liability is remeasured at fair value at each reporting date, with changes in fair value recognized in earnings in accordance with ASC 815-10-35.

Fair value is determined in accordance with ASC 820, Fair Value Measurement, using market-based inputs, including the price of the underlying digital assets, volatility, and remaining contractual term. These inputs are classified within Level 3 of the fair value hierarchy, depending on their observability.

Loans payable and loan receivable

The Company accounts for borrowings under the FalconX facility as financial liabilities measured at amortized cost in accordance with ASC 835,Interest. A separate loan receivable arising from related collateral and financing arrangements is recognized as a financial asset.

The loan payable and loan receivable are presented on a gross basis in the consolidated balance sheets, as the Company has separate contractual rights and obligations and does not meet the criteria for offsetting under ASC 210-20,Balance Sheet—Offsetting.

Interest on the loan payable is recognized using the effective interest method and is included in interest expense. Interest income on the loan receivable is recognized over the term of the arrangement using the effective interest method and is included in interest income.

Recently issued and adopted accounting standards

As an “emerging growth company,” as defined under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), the Company is permitted to delay adoption of new or revised accounting pronouncements applicable to public business entities until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period provided under the JOBS Act. Accordingly, the adoption dates discussed below reflect this election.

Accounting Pronouncements Not Yet Adopted

ASU 2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosure requirements. The amendments require additional disaggregation of information in the effective tax rate reconciliation, as well as disclosure of income (loss) from continuing operations before income taxes and income tax expense and cash taxes paid by jurisdiction (federal, state, and foreign).

This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments are to be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures; however, based on a preliminary assessment, the Company expects the adoption to primarily affect disclosures and does not expect a material impact on its consolidated financial position or results of operations.

ASU 2024-01 – Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards

In March 2024, the FASB issued ASU 2024-01, which clarifies whether profits interest awards and similar instruments are within the scope of Topic 718. The amendments provide guidance and illustrative examples to assist entities in determining the appropriate accounting treatment, including whether such awards should be classified as equity awards, liability awards, or accounted for under other applicable guidance.

This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments are to be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures; however, based on a preliminary assessment, the Company does not expect the adoption of this guidance to have a material impact on its consolidated financial position or results of operations.

ASU 2025-01 – Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Expense Disaggregation Disclosures

In January 2025, the FASB issued ASU 2025-01, which clarifies the effective dates for the expense disaggregation disclosure requirements previously issued. Public business entities are required to apply the amendments in annual periods beginning after December 15, 2026, and in interim periods beginning after December 15, 2027.

As this guidance affects disclosure requirements only, the Company does not expect adoption to have a material impact on its consolidated financial statements.

3. Significant accounting judgments, estimates and assumptions

The preparation of condensed interim consolidated financial statements requires the directors and management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical estimates and judgments applied by management that most significantly affect the Company’s condensed interim consolidated financial statements. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Investments (level 3)

Where the fair values of financial assets and liabilities recorded in the condensed interim consolidated financial statements cannot be derived, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible. Where observable market data is not available, management’s judgment is required to establish fair values.

Crypto assets (fair value measurement and classification)

The valuation of digital assets requires management judgment in determining the principal market, selecting appropriate pricing sources, and assessing the classification of holdings as current or non-current based on intent and expected holding period. While fair value is based on observable market prices (Level 1 inputs), differences in pricing sources, market liquidity, and timing of measurements could result in different valuations. In addition, the determination of when control is obtained for digital assets and staking rewards requires judgment based on the terms of the underlying arrangements.

Expected credit losses (ECL)

The Company applies the expected credit loss model to accounts receivable in accordance with ASC 326. Determining the allowance for expected credit losses requires management judgment in assessing historical collection trends, customer creditworthiness, current economic conditions and forward-looking information. Because these factors may change over time, the allowance involves a degree of estimation uncertainty, and actual credit losses may differ from management’s estimates.

Share-based compensation

The Company accounts for share-based compensation in accordance with ASC 718 - Compensation - Stock Compensation. The Company’s share-based awards include stock options and restricted stock units (“RSUs”) granted to directors, officers, and employees.

Stock options

Certain stock options granted in prior fiscal years contain a service-based vesting period of up to 36 months. The fair value of these options is determined on the grant date using the Black-Scholes option-pricing model, which incorporates assumptions regarding share-price volatility, risk-free interest rates, expected dividend yields, and expected option life. Compensation expense for these awards is recognized on a straight-line basis over the vesting period.

During the current fiscal year, the Company granted stock options to directors and employees for services previously rendered. These awards were fully vested at the grant date and therefore did not contain any service or performance vesting conditions. The fair value of these immediately vested options was determined using the Black-Scholes model as of the grant date, and the entire fair value was recognized immediately as share-based compensation expense in the condensed interim consolidated statements of operations and comprehensive loss.

Restricted stock units (RSUs)

RSUs granted during the current fiscal year were also issued in consideration of past services and were fully vested at the date of grant. The fair value of RSUs is based on the market price of the Company’s common shares on the grant date, and the full fair value was recognized as compensation expense immediately upon issuance.

The Company records share-based compensation expense separately. For awards that are fully vested upon grant, no estimates of forfeitures, expected terms, or future service periods are required. For any future awards subject to vesting, compensation expense will be recognized on a straight-line basis over the requisite service period.

Warrant liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed interim consolidated statements of operations and comprehensive loss.

Certain warrants issued by the Company do not meet the criteria for equity classification under ASC 815 and are therefore accounted for as liabilities. These warrants are initially recognized at fair value on the date of issuance and are subsequently remeasured at fair value at each reporting date, with changes recognized in the condensed interim consolidated statements of operations and comprehensive loss.

3. Significant accounting judgments, estimates and assumptions(continued from previous page)**

Derivative financial instrument

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815,Derivatives and Hedging (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at fair value on the date of issuance and subsequently remeasured at fair value at each reporting date, with changes in the fair value reported in the condensed interim consolidated statements of operations and comprehensive loss. For derivative instruments that are classified as equity, the derivative instruments are initially measured at fair value (or allocated value), and subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

Going concern

The interim condensed interim consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the settlement of liabilities in the ordinary course of business. The carrying values of the Company’s assets, including property and equipment and intangible assets, and the related depreciation and amortization are based on management’s assessment of their estimated useful lives and recoverability, which assume that the Company will continue as a going concern.

Should the Company be unable to continue as a going concern, the carrying values of non-current assets may not be recoverable, and adjustments could be required to reduce the carrying amounts of such assets, revise their estimated useful lives, or recognize impairment losses, and to reclassify certain assets and liabilities to current. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty, as management has concluded that the going-concern basis of accounting remains appropriate.

4. Investment

The fair value of the Company’s 5% investment in a private company is determined using Level 3 inputs under ASC 820. Management assesses fair value annually using a market-approach valuation technique, considering factors such as the investee’s financial performance, recent arm’s-length transactions, and comparable private-company multiples. For the six months period ended February 28,2026 and year ended August 31, 2025, no observable changes in these inputs or in the investee’s financial condition were identified. Accordingly, management concluded that the fair value remained unchanged. Any foreign exchange translation differences are recognized in earnings.

5. Intangible assets

During the six months period ended February 28, 2026, the Company capitalized development costs related to internally generated software classified as intangible assets. Amortization is recognized on a straight-line basis over the estimated useful life of the underlying assets.

Intangible assets
Cost
Balance, August 31, 2024$3,168,130
Additions944,187
Translation adjustment(95,104)
Balance, August 31, 2025$4,017,213
Additions395,617
Translation adjustment84,911
Balance, February 28, 2026$4,497,741
Accumulated amortization
Balance, August 31, 2024$956,355
Amortization592,942
Translation adjustment(27,857)
Balance, August 31, 2025$1,521,440
Amortization386,009
Translation adjustment33,904
Balance, February 28, 2026$1,941,353
Net carrying value
February 28, 2026$2,556,388
August 31, 2025$2,495,773

6. Crypto assets at fair value

The following table presents the changes in the Company’s digital assets measured at fair value for the period:

#$
Balance, August 31, 2025--
Crypto assets acquired through financing1,002,65111,896,002
Balance, November 30, 20251,002,65111,896,002
Crypto assets acquired through financing560,6461,999,988
Crypto assets acquired through staking income54,474221,718
Crypto assets received in exchange for equity issuance5,593,52531,323,740
Crypto assets, February 28, 20267,211,29645,441,448
Net change in fair value-(23,026,713)
Translation adjustment12,399
Balance, February 28, 20267,211,296$22,427,134

Digital assets acquired through financing reflect assets obtained as part of structured financing arrangements. The net change in fair value represents non-cash unrealized losses recognized during the period based on market price movements.

Fair Value Changes Recognized in Earnings

During the six months ended February 28, 2026, the Company recognized a net unrealized loss of $23,026,713 million related to changes in the fair value of its digital assets. These losses are non-cash in nature and reflect market price volatility during the period. Such amounts are presented within operating loss in the consolidated statements of operations and comprehensive loss.

7. Share capital

Authorized share capital

The authorized share capital of the Company consists of an unlimited number of common shares with no par value.

#$
Balance, August 31, 2024421,3428,559,856
Issuance of common shares against S319,133232,708
Issuance of common shares against prefunded warrants64,200780,769
Issuance of common share against S1500,000834,000
Issuance of common shares against warrants conversion336,2661,701,398
Share issuance costs-(487,263)
Balance, August 31, 20251,340,94111,621,468
Issuance of common shares against PIPE - cash5,776,30421,949,955
Issuance of common shares against PIPE – in-kind (digital assets)18,866,39631,323,740
Issuance of common shares against warrants conversion5,01035,422
Issuance of common shares against share-based benefits Note 8100,000142,000
Share issue costs-(2,033,995)
Balance, February 28, 202626,088,65163,038,590

7. Share capital(continued from previous page)**

January 6, 2026 – Share issued against PIPE

On January 6, 2026, the Company completed a private investment in public equity (“PIPE”) financing, pursuant to which it issued an aggregate of 24,642,700 common shares.

●5,776,304 common shares were issued for cash proceeds of $21.9 million.
●18,866,396 common shares were issued in exchange for digital assets with a fair value of $31.3 million at the date of issuance.

The Company incurred share issuance costs of $2.0 million related to the PIPE financing, which were recorded as a reduction to additional paid-in capital.

During the three months ended February 28, 2026, the Company issued 100,000 common shares to a third-party service provider in exchange for legal services. The shares were measured at their fair value on the grant date, resulting in stock-based compensation expense of $142,000, which has been recognized in the consolidated statements of operations. The issuance of these shares is reflected within stockholders’ equity.

8. Warrants

a)Common Share purchase warrant
#$
Balance, August 31, 202482,6502,955,944
Share-based compensation expense-146,870
Balance, August 31, 202582,6503,102,814
Balance, February 28, 202682,6503,102,814

8. Warrants(continued from previous page)**

b)Warrant liability

The warrants issued in September 25, 2025, became effective on January 6, 2026 upon satisfaction of the related closing conditions. These warrants were valued using the Black-Scholes method with the share price of $0.696, exercise price of $3.80 term of 5 years, risk free rate of 3.51% and volatility of 180.05%.

#$
Fair Value of Warrants at August 31, 202451,31341,520
Change in fair value of expiration of warrants relating to conversion debt(50,000)(23,873)
Issuance of warrants against S1500,000659,190
Conversion of warrants into shares(336,266)(674,914)
Change in fair value of warrants liability-632,410
Translation adjustment-(1,580)
Fair Value of Warrants at August 31, 2025165,047632,753
Conversion of warrants into shares(5,010)(20,388)
Warrants issued1,039,3461,325,558
Change in fair value of warrants liability-(1,199,502)
Translation adjustment-4,767
Fair Value of Warrants at February 28, 20261,199,383743,188
February 28,2026August 31, 2025
Weighted average estimated fair value per common share$0.702.63
Weighted average exercise price of the warrant$3.783.20
Weighted average expected life of the warrant4.524.67

9. Share-based benefits reserve

The Company maintains two equity-based compensation plans, 2021 Stock Option Plan and the 2022 Omnibus Equity Incentive Plan, which are intended to attract, retain, and motivate directors, officers, employees, and consultants by providing share-based compensation aligned with the Company’s long-term performance.

Each stock option granted under the plans entitles the holder to acquire one common share of the Company upon exercise. No amounts are payable by the recipient on receipt of the option. The options carry no dividend or voting rights and may be exercised after vesting and prior to their expiry date. The total number of common shares reserved for issuance under the plans is limited to 10% of the Company’s issued and outstanding common shares at any given time.

During the year ended August 31, 2025, the Company granted 46,437 restricted share units (“RSUs”) and 73,570 stock options pursuant to resolutions of the Board of Directors dated July 16, 2025. These awards were granted in recognition of past performance and contributions and were therefore fully vested upon grant, with no remaining service or vesting conditions. The RSUs were valued at the market price of the Company’s common shares on the grant date, and the stock options were valued using the Black-Scholes option-pricing model.

February 28, 2026August 31, 2025
Number of OptionsWeighted Average Exercise PriceNumber of OptionsWeighted Average Exercise Price
#$#$
Balance, beginning of year101,85428.0828,28474.40
Granted during the year--73,5701.30
Balance as at year end101,85428.08101,85428.08
Exercisable as at period end101,85428.08101,85428.08

As of February 28, 2026, all outstanding stock options were fully vested and exercisable. The options have a contractual term often years from the grant date. Options granted on July 16, 2025 expire on July 16, 2035. The weighted-average remaining contractual life of options outstanding as of February 28, 2026 was 6.25 years.

10. Right-of-use asset and lease liability

The Company leases all of its office premises in Ontario, Canada under non-cancellable operating lease arrangements accounted for under ASC 842 - Leases.

Ontario Offices

The Company’s head office premises in Ontario comprise approximately 4,894 square feet under a lease that was extended to January 1, 2030. In addition, during fiscal 2024 the Company acquired 8,368 square feet of adjacent space from the same landlord, with the new lease also expiring on January 1, 2030. The combined total area occupied in Ontario is 13,262 square feet.

For purposes of measuring the related lease liability and right-of-use asset under ASC 842, the Company applied an incremental borrowing rate (“IBR”) of 6%, which reflects the Company’s estimated cost of borrowing on a secured basis over a similar term.

British Columbia Office (Lease Surrender)

On May 29, 2023, the Company entered into a lease for 1,454 square feet of office space located atUnit 601 – 2950 Glen Drive, Coquitlam, British Columbia, for afive-year term commencing August 1, 2023 and originally expiring July 31, 2028.

Subsequently, pursuant to a Lease Surrender Agreement with the landlord (RPMG Holdings Ltd.) dated August 21, 2025, the Company agreed to surrender and terminate the lease effective July 31, 2025. Under the terms of the agreement, the Company paid a surrender fee of $24,875 plus GST, and the security deposit was forfeited to the landlord in full settlement of all obligations under the lease.

Lease Surrender Agreement

The surrender resulted in a derecognition (“deletion”) of the associated right-of-use asset and corresponding lease liability in fiscal 2025, with no material gain or loss recognized.

The following schedule shows the movement in the Company’s right-of-use asset:

Right-of-use asset
Balance, August 31, 20241,134,984
Derecognition of asset(139,723)
Translation adjustment(28,716)
Balance, August 31, 2025$966,545
Translation adjustment19,726
Balance, February 28, 2026$986,271

The right-of-use asset is being depreciated on a straight-line basis over the remaining lease term.

Accumulated Depreciation
Balance, August 30, 2024$306,310
Depreciation187,048
Derecognition of asset(54,337)
Translation adjustment(2,639)
Balance, August 31, 2025$436,382
Depreciation60,326
Translation adjustment9,352
Balance, February 28, 2026$506,060
Carrying Amount
February 28, 2026$480,211
August 31, 2025$530,163

10. Right-of-use asset and lease liability (continued)

The following schedule shows the movement in the Company’s lease liability during the period ended:

February 28, 2026August 31, 2025
Balance, beginning of year$699,959$977,107
Derecognition of lease-(85,151)
Interest expense20,00051,431
Lease payments(89,328)(206,185)
Translation adjustment13,774(37,242)
Balance, end of period$644,405$699,959
Current146,296138,859
Non-current498,109561,100
$644,405$699,959

The following table provides a maturity analysis of the Company’s lease liability. The amounts disclosed in the maturity analysis are the contractual undiscounted cash flows before deducting interest or finance charges:

202689,261
2027178,521
2028189,779
2029197,820
203082,425
Total lease liability$737,806

11. Related party transactions and balances

1.The Injective Foundation became one of the Company’s largest shareholders following the completion of a private placement on January 6, 2026. As a significant shareholder, the Injective Foundation is considered a related party in accordance with ASC 850, Related Party Disclosures. The Injective Foundation is part of a broader ecosystem supporting the Company’s digital asset treasury strategy. The Injective Foundation, as the Company’s largest shareholder, may have the ability to exert significant influence over the Company’s strategic direction and financing initiatives. During the three and six months ended February 28, 2026, the Company entered into a secured borrowing arrangement with FalconX Charlie Inc. (the “FalconX Loan”). In connection with this arrangement, the Injective Foundation provided a guarantee supporting the Company’s obligations under the facility (see Note 12). The Company also entered into related financing and collateral arrangements with FalconX in connection with this facility, including a loan receivable of $5,000,000.
2.Compensation of key management personnel includes the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer:
February 28, 2026February 28, 2025
$$
Salaries, Wages and benefits250,594320,630

Last period figures also includes payroll of Chief Strategy Officer, who resigned in March 2025.

During the year ended August 31, 2025, two directors of the Company advanced an aggregate amount of $657,690 to support working capital requirements. The advances were unsecured, bore interest at 12% per annum, and were repayable on demand.

As of February 28, 2026, the outstanding principal balance of these advances, together with all accrued interest, had been fully repaid. The repayment was funded from proceeds received in connection with the Company’s private placement completed on January 6, 2026.

12. Loans payable, collateral and loans receivable

During the three months ended November 30, 2025, the Company entered into an initial secured borrowing arrangement with FalconX Charlie Inc. (“FalconX”) pursuant to which it obtained financing under a fixed-term facility.

Subsequently, on January 16, 2026, the Company entered into a second amended and restated loan agreement, which amended and superseded the prior arrangement and increased the total borrowing capacity to $20.0 million, with an interest rate of 10.0% per annum and a contractual maturity date of January 16, 2027.

As of February 28, 2026, the Company had $18,972,000 outstanding under this facility, which is presented within current liabilities in the consolidated balance sheets based on its contractual terms.

During the six months ended February 28, 2026, the Company recognized expense of$584,890, which has been classified within interest expense and bank charges in the condensed interim consolidated statements of operations and comprehensive loss.

Collateral and loan receivable arrangement

In connection with the amended facility, the Company is required to maintain collateral, including:

●Crypto assets (INJ tokens); and
●A minimum of $5.0 million in cash collateral as either U.S. dollar or U.S. dollar-denominated stablecoins, held in controlled accounts

Separately, during the three months ended February 28, 2026, the Company entered into a separate lending arrangement with FalconX, whereby it advanced $5,000,000 to the counterparty.

This amount is presented as a loan receivable within current assets.

The loan receivable:

●Bears interest at 8.0% per annum
●Has a contractual maturity date of April 28, 2026
●Is repayable on demand or in accordance with the terms of the collateral arrangements
●Can be used to satisfy certain of the cash collateral requirements under the Loans Payable

12. Loans payable and loans receivable(continued from previous page)**

Security and guarantees

The Company’s obligations under the FalconX Loan are secured through a collateral and guarantee structure involving the Injective Foundation. In connection with the financing arrangements, the Injective Foundation has provided a guarantee in respect of the Company’s obligations under the FalconX Loan.

The guarantee is supported by pledges of specified digital assets, consisting primarily of Injective protocol tokens, which serve as collateral for the loan. The collateral is subject to ongoing collateral maintenance and margin requirements based on its fair value. Under the terms of the financing agreements, the Injective Foundation is contractually required to provide additional collateral or margin support in the event that the fair value of the pledged digital assets declines below the required maintenance threshold specified in the loan agreements. Margin support may be satisfied through the contribution of additional digital assets or other acceptable collateral, as defined in the financing arrangements.

The Company also entered into related financing and collateral arrangements with FalconX in connection with this facility, including a loan receivable of $5,000,000, representing amounts advanced as part of the collateral structure. As a result, the Company reflects both a loan receivable and a corresponding loan payable on its consolidated balance sheet, representing the economic substance of the arrangement.

The guarantee and collateral arrangements do not result in the transfer of ownership or control of the Company’s digital assets to the Injective Foundation, except for customary lender rights that may arise upon the occurrence of an event of default, including the right to enforce security interests in accordance with the terms of the loan and collateral agreements.

As of February 28, 2026, the Company was in compliance with all covenants and collateral maintenance requirements under the FalconX Loan. The Company met all required margin and collateral thresholds during the period.

Refer to Note 6 – Digital Assets for further information regarding the Company’s digital asset holdings and valuation.

Relationship Disclosure

The Injective Foundation became one of the Company’s largest shareholders following the completion of a private placement on January 6, 2026. As a significant shareholder, the Injective Foundation is considered a related party in accordance with ASC 850, Related Party Disclosures.

The Injective Foundation is part of a broader ecosystem supporting the Company’s digital asset treasury strategy and, as a significant shareholder, may have the ability to exert significant influence over the Company’s strategic direction and financing initiatives. During the three and six months ended February 28, 2026, the Company entered into a secured borrowing arrangement with FalconX Charlie Inc. (the “FalconX Loan”).

In connection with this arrangement, the Injective Foundation provided a guarantee supporting the Company’s obligations under the facility.

Repayment

The FalconX Loan contains customary events of default, collateral maintenance requirements, and margin provisions, including requirements to maintain specified collateral coverage ratios. As of February 28, 2026, the Company was in compliance with all covenants and terms of the agreement.

13. Deferred government grant

Government grants are recognized when there is reasonable assurance that the grants will be received and the Company will comply with the conditions. The grants is deferred and recognized as a liability and is recognized in the condensed interim consolidated financial statements of operations and comprehensive loss - unaudited over the useful life of the intangible asset.

As of February 28, 2026, the Company had a deferred government incentive balance of $266,229, representing the unamortized portion of Scientific Research and Experimental Development (SR&ED proceeds received in prior periods that were associated with capitalized internally generated software. Although the Company is no longer eligible for the SR&ED program, this balance continues to be recognized in income over the remaining useful life of the related intangible assets in accordance with the Company’s accounting policy.

The Company previously qualified for the Government of Canada Scientific Research and Experimental Development (“SR&ED”) program, which provides refundable tax incentives for eligible research and development activities performed in Canada.

The Company’s eligibility under the SR&ED program ceased on November 3, 2023. All SR&ED claims and related receivables were fully recognized in prior fiscal years, and no additional accruals, recoveries, or claims were recorded during the six months period ended February 28, 2026.

As disclosed in prior years, a portion of the SR&ED proceeds received related to expenditures that had been capitalized as internally generated software. Accordingly, the related government incentive continues to be recognized as deferred income and is amortized to income over the useful life of the associated intangible assets in accordance with the Company’s accounting policy.

The Company does not expect any further SR&ED recoveries in future periods.

14. Commitments and contingencies

In the ordinary course of operating, the Company may from time to time be subject to various claims or possible claims. Management believes that there are no claims or possible claims that if resolved, would either individually or collectively result in a material adverse impact on the Company’s financial position, results of operations, or cash flows. These matters are inherently uncertain, and management’s view of these matters may change in the future.

See note 10 related to lease commitments.

15. Revenue

Six months ended
February 28, 2026February 28, 2025
$$
Gross billing7,387,8218,648,249
Commission expense(6,676,704)(7,813,115)
Revenue711,116835,134
Subscription revenue418,463368,119
Insurance47,489-
Sponsorship revenue89,310128,788
Underwriting revenue50,75657,707
Other revenue112,133122,488
Total revenue1,429,2671,512,236
Three months ended
February 28, 2026February 28, 2025
$$
Gross billing3,310,8194,242,341
Commission expense(2,949,030)(3,821,489)
Revenue361,789420,852
Subscription revenue210,715185,939
Insurance23,870-
Sponsorship revenue20,15468,630
Underwriting revenue23,61130,364
Other revenue67,20337,524
Total revenue707,342743,309

The Company generates revenue primarily from mortgage brokerage activities, subscription fees, underwriting services, and ancillary technology-enabled services. Revenue is disaggregated by geographic region based on the location of the customer.

For the six months period ended February 28, 2026 and 2025, all revenue was earned in Canada, as the Company operates exclusively within the Canadian mortgage market and has no foreign revenue-generating operations.

16. Segment reporting

The Company operates throughtwo reportable segments in accordance with ASC 280:

●Mortgage operations – mortgage brokerage, underwriting, and related services
●Crypto asset operations – digital asset treasury, staking, and fair value activities

The Chief Executive Officer and Chief Financial Officer act as the CODM and evaluate performance based on segment revenue and operating loss.

Segment results – six months ended February 28, 2026

Mortgage Operation · Crypto Asset Operation · Total
For the period endedFebruary 28, 2026February 28, 2025February 28, 2026February 28, 2026February 28, 2025
(Unaudited)(Unaudited)(Unaudited)(Unaudited)(Unaudited)
$$$$$
Revenue1,429,2671,512,236-1,429,2671,512,236
Expenses and other income
Selling, general and administrative1,052,703995,190-1,052,703995,190
Advertising and marketing416,852326,945-416,852326,945
Salaries, wages and benefits350,730828,764-350,730828,764
Interest expense and bank charges44,390273,812584,890629,280273,812
Depreciation and amortization464,271429,645-464,271429,645
Fair value loss on crypto assets--23,026,71323,026,713-
Staking income--(221,718)(221,718)-
Share-based compensation142,000--142,000-
Government incentive(54,369)(48,518)-(54,369)(48,518)
Total expenses2,416,5772,805,83823,389,88525,806,4622,805,838
Loss from operations(987,310)(1,293,602)(23,389,885)(24,377,195)(1,293,602)
Foreign exchange (loss) gain(157,675)4,021(157,675)4,021
Interest income--214,334214,334-
Financing cost - warrants--(1,325,558)(1,325,558)-
Financing cost - Equity line of credit--(1,500,000)(1,500,000)-
Gain (loss) on change in fair value of derivative liability--15,65315,653-
Gain (loss) on change in fair value of warrant liability517,61535,591681,8871,199,50235,591
Loss before income tax(627,370)(1,253,990)(25,303,569)(25,930,939)(1,253,990)
Income taxes (recovery) expense-----
Net loss(627,370)(1,253,990)(25,303,569)(25,930,939)(1,253,990)

Segment results – Three months ended February 28, 2026

Mortgage Operation · Crypto Asset Operation · Total
For the period endedFebruary 28, 2026February 28, 2025February 28, 2026February 28, 2026February 28, 2025
(Unaudited)(Unaudited)(Unaudited)(Unaudited)(Unaudited)
$$$$$
Revenue707,342743,309-707,342743,309
Expenses and other income
Selling, general and administrative659,855572,853-659,855572,853
Advertising and marketing293,74957,101-293,74957,101
Salaries, wages and benefits188,529391,418-188,529391,418
Interest expense and bank charges15,943100,005348,839364,782100,005
Depreciation and amortization241,589242,181-241,589242,181
Fair value loss on crypto assets--16,882,55716,882,557-
Staking income--(221,718)(221,718)-
Share-based compensation142,000--142,000-
Government incentive(27,397)(21,301)-(27,397)(21,301)
Total expenses1,514,2681,342,25717,009,67818,523,9461,342,257
Loss from operations(806,926)(598,948)(17,009,678)(17,816,604)(598,948)
Foreign exchange (loss) gain(188,189)(969)(188,189)(969)
Interest income--214,334214,334-
Financing cost - warrants--(1,325,558)(1,325,558)-
Financing cost - Equity line of credit--(1,500,000)(1,500,000)-
Gain (loss) on change in fair value of derivative liability--15,65315,653-
Gain (loss) on change in fair value of warrant liability422,6894,468681,8871,104,5764,468
Loss before income tax(572,426)(595,449)(18,923,362)(19,495,788)(595,449)
Income taxes (recovery) expense-----
Net loss(572,426)(595,449)(18,923,362)(19,495,788)(595,449)

Comparative information for the Crypto Asset Operations segment is not presented for the prior period, as the Company had no crypto-related activities or reportable amounts prior to the current fiscal year.

Segment assets

For the period ended
February 28, 2026August 31, 2025
$$
Mortgage operations15,469,0965,417,221
Crypto assets37,896,230-
Total assets48,872,6015,417,221

17. Loan from directors

Company entered into unsecured loan agreements with its directors and shareholders, for total proceeds of $657,690 loans bear interest at 12 percent per annum, are non-compounding, and are repayable after filling of S1 registration statement filling in December 2025. The loans are unsecured and may be repaid at any time without penalty.

As of February 28, 2026, loan is fully repaid.

18. Derivative Liability

During the six months ended February 28, 2026, the Company entered into over-the-counter (“OTC”) put option transactions with FalconX Charlie, Inc. (the “Counterparty”) in connection with its digital asset activities.

Under these arrangements, the Company sold put options referencing digital assets, which provide the counterparty with the right, but not the obligation, to require the Company to purchase the underlying asset at a specified strike price upon settlement.

As of February 28, 2026, the fair value of the derivative liability was $18,730, and the Company recognized a gain of $15,653 during the period, presented within change in fair value of derivative liability in the condensed interim consolidated statements of operations and comprehensive loss.

19. Equity Line of Credit (ELOC) Arrangement

During the period, the Company entered into an equity line of credit (“ELOC”) arrangement with White Lion Capital, LLC (“White Lion”), which provides the Company with the ability to issue common shares to White Lion, at the Company’s discretion, up to an aggregate commitment amount of $250 million, subject to the terms and conditions of the agreement.

In connection with the execution of the ELOC arrangement, the Company incurred a commitment fee of $1,500,000 (the “Commitment Fee”). The Commitment Fee represents a non-recurring financing cost associated with securing access to the facility.

The Commitment Fee has been recognized as a financing expense within the condensed interim consolidated statements of operations and comprehensive loss for the period ended February 28, 2026.

Under the terms of the ELOC arrangement, the Company may, from time to time, issue purchase notices to White Lion requiring the purchase of common shares at a price based on a discount to the prevailing market price, as defined in the agreement. The timing and amount of any such issuances are at the Company’s discretion, subject to certain contractual limitations.

20. Risk management arising from financial instruments

a)Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company’s primary exposure to credit risk arises from cash balances held with financial institutions and trade receivables, which consist almost entirely of subscription fees billed to mortgage agents and brokerages.

The Company manages this risk by holding cash only with major Canadian financial institutions and by monitoring the creditworthiness, payment history, and aging profile of all subscription receivables. Trade receivables are short-term in nature and generally collected within 30 to 60 days. The Company considers receivables past due when they exceed 60 days outstanding, and impaired when they exceed 90 days with no reasonable expectation of recovery.

In accordance with ASC 326 – Expected Credit Losses (“ECL”), the Company applies a lifetime expected credit loss model to trade receivables. Expected credit losses are estimated using a combination of historical loss rates, aging analysis, forward-looking information, and specific identification of high-risk accounts. Given the Company’s business model and the nature of subscription-based fees, historical credit losses have been limited.

20. Risk management arising from financial instruments(continued from previous page)**

February 28, 2026

0-30 days30-60 days60-90 days90 plus daysTotal
$$$$$
Receivables31,34920,67521,474157,024230,523
Other receivables1,087---1,087
Less: Expected credit loss---(18,050)(18,050)
Total32,43620,67521,474138,974213,560

August 31, 2025

0-30 days30-60 days60-90 days90 plus daysTotal
$$$$$
Receivables31,4007,27035,50364,163138,336
Other receivables2,411---2,411
Less: Expected credit loss---(48,524)(48,524)
Total33,8117,27035,50315,63992,223

The maximum exposure to credit risk as of February 28, 2026 is the carrying amount of cash and trade receivables on the consolidated balance sheet. Despite the increase in ECL during the year, management believes overall credit risk remains moderate and manageable, given the Company’s diversified customer base and the short-term nature of its receivables.

b)Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company does not have any variable interest-bearing debt.

c)Liquidity risk

Liquidity risk is the risk that the Company may be unable to meet its financial obligations as they become due. The Company manages this risk by monitoring actual and forecasted cash flows on an ongoing basis and assessing available sources of financing, as further described in Note 1.

As at February 28, 2026, the Company’s contractual payment obligations are as follows:

Fiscal Year20262027202820292030
$$$$$
Lease payments89,261178,521189,779197,82082,425
Accounts payable895,280----
Derivative liability18,730
Interest payable134,837----
Loan payable18,972,000----
Total20,110,108178,521189,779197,82082,425

Management believes that these obligations can be met through existing working-capital resources, expected operating cash flows, and planned financing initiatives.

20. Risk management arising from financial instruments (Continued)

d)Management of capital

The Company’s objective of managing capital, comprising of shareholders’ equity, is to ensure its continued ability to operate. The Company manages its capital structure and makes changes to it based on economic conditions.

Management and the Board of Directors review the Company’s capital management approach on an ongoing basis and believe this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital requirements. The Company’s capital management objectives, policies and processes have remained unchanged during the six months ended February 28, 2026.

e)Foreign currency risk

The Company’s operations and revenues are primarily denominated in Canadian dollars (“CAD”), which is also the functional currency of all of its subsidiaries. Accordingly, day-to-day operating exposure to foreign currencies is limited. However, the Company does incur foreign currency risk from certain USD-denominated transactions, including balances held in USD bank accounts and select vendor payments made in USD. These items can give rise to realized and unrealized foreign exchange gains or losses, which are recorded in the condensed interim consolidated statements of operations and comprehensive loss.

In addition, the Company is required to translate its CAD-denominated financial statements into U.S. dollars (“USD”) for SEC reporting. This translation process may result in period-to-period fluctuations in reported assets, liabilities, revenues, and expenses due to changes in the CAD-USD exchange rate. These translation adjustments do not affect the Company’s underlying cash flows or economic performance.

Given the Company’s limited operating exposure to foreign currencies, management does not currently utilize foreign exchange derivatives to manage this risk.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.