Skip to main content

Pineapple Financial Inc.

For the period ended May 31, 2026. Filed Jul 20, 2026.

View on SEC.gov

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.

May 31, 2026 · Filed Jul 20, 2026

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

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Notes to the Condensed Interim Consolidated Financial Statements - Unaudited

Pineapple Financial Inc.

For period the ended May 31, 2026

1. Description of business

Pineapple Financial Inc., (“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”.

The Company operates throughtwo reportable operating segments: Mortgage Operations and Digital Asset Operations.

The Mortgage Operations segment provides mortgage brokerage and related technology-enabled services in Canada, including mortgage origination support, subscription-based software and related ancillary services.

During fiscal 2026, the Company expanded its business to include a Digital Asset Treasury strategy, which is reported as the Digital Asset Operations segment. The Digital Asset Operations segment includes the acquisition, custody, financing, staking and management of digital assets, primarily Injective (“INJ”) tokens. The Company recognizes staking income from eligible digital asset holdings and measures qualifying digital assets at fair value in accordance with U.S. GAAP.

The Company’s consolidated financial statements include the accounts of Pineapple Financial Inc. and its wholly owned subsidiaries, including Pineapple Insurance Inc. and Pineapple National Inc. All significant intercompany balances and transactions have been eliminated on consolidation.

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.

As of May 31, 2026, the Company had an accumulated deficit of$14.7 million and incurred a net loss of$1.3 million during the nine months then ended. The Company also used$4.6 million of cash in operating activities during the nine-month period ended May 31, 2026. Although a significant portion of the operating cash outflows related to non-recurring financing activities associated with the Company’s private placement and Digital Asset Treasury strategy, these conditions indicate that the Company has not yet consistently generated sufficient cash flows from operations to fund its activities.

These conditions, including the Company’s accumulated deficit, history of operating 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.

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

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

Management has implemented and continues to pursue plans intended to improve liquidity and support ongoing operations, including:

●Generating cash flows from operations, including continued mortgage operations and income generated from delegated staking activities associated with the Company’s digital asset holdings;
●Maintaining cost discipline through ongoing management of payroll, discretionary expenditures and working capital;
●Managing liquidity and capital resources, including monitoring collateral requirements and optimizing the deployment of available cash and digital assets; and
●Obtaining additional financing, if necessary, through equity issuances, debt financing or other capital-raising transactions.

Management believes that these plans, together with the Company’s existing cash and restricted cash balances of approximately $10.5 million and access to financing arrangements, provide sufficient liquidity to fund operations and meet obligations as they become due for at least the next twelve months and a reasonable basis for continuing operations. However, 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 of Macroeconomic Conditions, Interest Rates and Digital Asset Market Conditions

The Company’s operations are affected by general economic conditions, including changes in interest rates and conditions affecting the Canadian mortgage market. In addition, the Company holds digital assets, primarily Injective (“INJ”) tokens, the value of which is subject to market volatility. Changes in digital asset prices may result in significant fluctuations in the Company’s results of operations due to the fair value measurement of its crypto assets under U.S. GAAP.

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

2. Material accounting policies

Statement of compliance

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and, for SEC registrants, with the instructions to Form 10-Q and Article 10 of Regulation S-X.

The condensed interim consolidated financial statements were authorized for issue by the Board of Directors on July 20, 2026.

Basis of preparation 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”). 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 made 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

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 RSUs 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.

Earnings/(Loss) per share (EPS)

Basic earnings or loss per share is calculated by dividing net income or loss attributable to common shareholders by the weighted-average number of common shares outstanding during the period.

Diluted earnings or loss per share is calculated by dividing net income or loss attributable to common shareholders by the weighted-average number of common shares outstanding during the period, adjusted for the effect of potentially dilutive securities, including stock options, restricted share units and warrants, only when their inclusion would reduce earnings per share or increase loss per share.

For the three months ended May 31, 2026, the Company reported net income. Accordingly, potentially dilutive securities were evaluated for inclusion in diluted earnings per share. Certain restricted share units were included in the diluted weighted-average number of common shares to the extent dilutive. Stock options and warrants were excluded because their effect would have been anti-dilutive or because applicable exercisability conditions had not been satisfied.

For the nine months ended May 31, 2026, the Company reported a net loss. Accordingly, all potentially dilutive securities, including stock options, restricted share units and warrants, were excluded from diluted loss per share because their inclusion would have been anti-dilutive. As a result, diluted loss per share was the same as basic loss per share for the nine-month period.

For the three and nine months ended May 31, 2025, the Company reported net losses. Accordingly, all potentially dilutive securities were excluded from diluted loss per share because their effect would have been anti-dilutive.

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 nine months ended May 31, 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 and Foreign Currency Translation

The accompanying unaudited condensed interim consolidated financial statements include the accounts of Pineapple Financial Inc. and its wholly owned subsidiaries, Pineapple Insurance Inc. and Pineapple National Inc. All intercompany transactions and balances have been eliminated upon consolidation. The accounting policies of the subsidiaries are consistent with those of the Company.

The accompanying unaudited condensed interim consolidated financial statements are presented in U.S. dollars, which is the Company’s reporting currency. The functional currency of the Company’s Canadian mortgage brokerage and insurance operations is the Canadian dollar, as these operations primarily generate revenues and incur expenses in Canadian dollars. The functional currency of the Company’s digital asset treasury activities, including activities related to Injective tokens, is the U.S. dollar, as these activities are primarily managed, financed and measured in U.S. dollars.

Assets and liabilities of entities or operations with a Canadian dollar functional currency are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Revenues and expenses are translated at average exchange rates for the applicable period. Equity transactions are translated at historical exchange rates. Resulting foreign currency translation adjustments are recorded as a separate component of accumulated other comprehensive income or loss within shareholders’ equity.

Transactions denominated in currencies other than the applicable functional currency are remeasured into the functional currency at the exchange rate in effect on the transaction date. Monetary assets and liabilities denominated in currencies other than the applicable functional currency are remeasured at the exchange rate in effect at the balance sheet date, and the resulting foreign currency gains and losses are recognized in the consolidated statements of operations and comprehensive loss.

Digital assets

The Company holds digital assets within the scope of ASC 350-60,Intangibles—Goodwill and Other—Crypto Assets. These assets consist primarily of Injective (“INJ”) tokens and U.S. dollar-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. U.S. dollar-denominated stablecoins are accounted for as digital assets under ASC 350-60 and are measured at fair value in the same manner as the Company’s other digital assets. Because these assets are designed to maintain a stable value relative to the U.S. dollar, changes in fair value are generally not expected to be material. Stablecoins, which include USDC, are redeemable on a one-to-one basis for cash and cash equivalents and are classified as cash and cash equivalents. USDC is readily convertible to known amounts of cash, allowing for near-instant, one-to-one redemption of USDC for U.S. dollars. Furthermore, 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 ASC 230, Statement of Cash Flows. Digital assets are initially recognized at cost, including directly attributable transaction costs, or at fair value on the date of receipt for digital assets acquired through non-cash transactions, including staking rewards or exchanges for equity. The cost of digital assets disposed of is determined using the weighted-average cost method.

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 has determined that Coinbase Global, Inc.’s Coinbase exchange (“Coinbase”) represents its principal market for Injective (“INJ”) tokens, as it is the market with the greatest volume and level of activity that is accessible to the Company. Accordingly, fair value is based on the quoted closing price in the Company’s principal market at the measurement date. For purposes of determining and documenting the applicable closing price, the Company utilizes pricing information published by Coinbase, which sources and reports exchange-specific market data, including the official Coinbase closing price, and provides a consistent, transparent, and independently verifiable historical pricing record. Management believes the use of Coinbase as the pricing source faithfully reflects the quoted price in the Company’s principal market while providing consistency in the application of its fair value measurement policy across reporting periods.

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.

Staking Income

The Company participates in proof-of-stake validation activities through delegated staking arrangements 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. After initial recognition, reward tokens that meet the scope criteria of ASC 350-60 are included within digital assets and are subsequently measured at fair value at each reporting date, with changes in fair value recognized in net income in accordance with the Company’s accounting policy for digital assets.

Derivative Liability

The Company enters into derivative transactions related to digital assets, principally consisting of costless collars executed through contemporaneous purchased put and written call option positions, together with a limited number of standalone written put options. The Company evaluates each option contract under ASC 815, Derivatives and Hedging. Each purchased put, written call and standalone written put meets the definition of a derivative instrument and is separately recognized and measured at fair value.

Derivative instruments are recognized as assets or liabilities in the consolidated balance sheets and are measured at fair value at inception and at each reporting date. Premiums received upon entering into written put option contracts are included in the initial fair value measurement of the derivative liability. Collateral posted in connection with derivative arrangements is accounted for separately from the related derivative instruments and is presented within restricted cash in the condensed consolidated balance sheets (see Note 13). Such collateral is not included in the measurement of the derivative asset or liability.

For balance-sheet presentation, the Company has elected to offset qualifying derivative asset and liability fair values executed with the same counterparty under an enforceable master netting arrangement in accordance with ASC 815-10-45-5.

Changes in the fair value of derivative instruments are recognized in net income in the period in which they occur. The Company does not designate its derivative instruments as hedging instruments for accounting purposes.

The fair values of the Company’s derivative instruments are determined in accordance with ASC 820,Fair Value Measurement. The Company considers counterparty-provided quarter-end valuations developed using established option-pricing methodologies consistent with the Black-Scholes-Merton framework. The valuation methodology incorporates market-based and market-corroborated inputs, including the spot price of the underlying digital asset, contractual strike price, remaining term to expiration, expected or implied volatility, risk-free interest rate and applicable settlement terms. Management independently evaluates the valuation methodology and significant inputs and performs a separate reasonableness assessment of the reported fair values. As of May 31, 2026, management’s independent assessment produced values that were not materially different from the counterparty-provided valuations. The Company’s derivative instruments are classified within Level 2 of the fair value hierarchy because the valuation incorporates inputs that are not directly observable, including implied volatility used in the option-pricing models. The Company does not designate these derivative instruments as hedging instruments for accounting purposes.

Loans Payable and Loans Receivable

The Company accounts for borrowings under its secured financing arrangements as debt obligations in accordance with ASC 470,Debt. Borrowings are initially recognized at the amount of proceeds received, net of any applicable debt issuance costs or discounts, and are subsequently measured at amortized cost. Interest expense is recognized over the contractual term of the borrowing using the effective interest method in accordance with ASC 835,Interest.

The Company also recognizes loans receivable arising from financing, collateral, treasury management or other contractual arrangements when it has a contractual right to receive cash or other financial assets from a counterparty. Loans receivable are accounted for as a financial asset and are measured at amortized cost, net of any allowance for expected credit losses, if applicable. Interest income is recognized over the contractual term of the arrangement using the effective interest method and is included in interest income in the consolidated statements of operations and comprehensive loss.

Loans payable and loans receivable are presented on a gross basis in the consolidated balance sheets. The Company does not offset loans payable against loans receivable because the arrangements represent separate contractual rights and obligations and the criteria for offsetting under ASC 210-20,Balance Sheet -Offsetting, have not been met.

Collateral pledged or received in connection with these arrangements is accounted for separately from the related loan payable or loan receivable, unless the applicable arrangement meets the criteria for sale, derecognition, or offsetting under U.S. GAAP.

Recently Issued and Adopted Accounting Standards

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

Accounting Pronouncements Not Yet Adopted

ASU 2024-03 - Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, as clarified by ASU 2025-01

In November 2024, the FASB issued ASU 2024-03, which requires public business entities to disclose additional information about certain expenses included in relevant expense captions presented on the face of the income statement. In January 2025, the FASB issued ASU 2025-01 to clarify the effective date for interim reporting periods for entities with non-calendar year-ends.

The amendments in ASU 2024-03 apply to public business entities and are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statement disclosures. The Company expects the adoption to affect disclosures only and does not expect a material impact on its consolidated financial position, results of operations or cash flows.

ASU 2024-04 – Debt-Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments

In November 2024, the FASB issued ASU 2024-04, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions. The amendments are intended to improve consistency in the accounting for induced conversions of convertible debt instruments.

The amendments are effective for all entities for annual reporting periods beginning after December 15, 2025, including interim reporting periods within those annual periods. Early adoption is permitted for entities that have adopted ASU 2020-06. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

ASU 2025-03 - Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity

In May 2025, the FASB issued ASU 2025-03, which revises the guidance for determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the legal acquiree is a variable interest entity that meets the definition of a business.

The amendments are effective for all entities for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of this guidance; however, based on its preliminary assessment, the Company does not expect the adoption to have a material impact unless the Company enters into a transaction within the scope of the guidance.

ASU 2025-04 – Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer

In May 2025, the FASB issued ASU 2025-04, which clarifies the accounting for share-based consideration payable to a customer, including the interaction between ASC 718 and ASC 606.

The amendments are effective for all entities for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of this guidance; however, based on its preliminary assessment, the Company does not expect the adoption to have a material impact on its consolidated financial statements and related disclosures.

ASU 2026-01 - Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock

In April 2026, the FASB issued ASU 2026-01, which provides guidance on the initial measurement of paid-in-kind dividends on equity-classified preferred stock. The amendments require paid-in-kind dividends on equity-classified preferred stock to be initially measured on the basis of the paid-in-kind dividend rate stated in the preferred stock agreement.

The amendments are effective for all entities for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of this guidance; however, based on its preliminary assessment, the Company does not expect the adoption to have a material impact unless the Company issues equity-classified preferred stock with paid-in-kind dividend features.

ASU 2026-02 - Environmental Credits and Environmental Credit Obligations (Topic 818)

In May 2026, the FASB issued ASU 2026-02, which establishes accounting and disclosure requirements for environmental credits and environmental credit obligations. The guidance addresses the recognition, measurement, presentation and disclosure of environmental credits and related regulatory compliance obligations that may be settled with environmental credits.

For public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2027, including interim periods within those annual reporting periods. For all other entities, the amendments are effective for annual reporting periods beginning after December 15, 2028, including interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of this guidance; however, based on its preliminary assessment, the Company does not expect the adoption to have a material impact on its consolidated financial statements and related disclosures.

The Company does not believe that any other recently issued accounting standards, if currently adopted, would have a material impact on the Company’s consolidated financial statements or related disclosures.

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.

Digital assets - Fair Value Measurement and Classification

The Company’s digital assets are measured at fair value at each reporting date in accordance with ASC 350-60, Intangibles - Goodwill and Other-digital assets, and ASC 820,Fair Value Measurement. Fair value is determined based on quoted prices in active markets for identical assets, when available. Such measurements are classified within Level 1 of the fair value hierarchy.

The determination of fair value requires management to identify the principal market, or in the absence of a principal market, the most advantageous market, for each crypto asset at the measurement date. This determination involves judgment, including consideration of the markets accessible to the Company, market activity, trading volume, liquidity and the reliability of available pricing information. Although the Company uses observable market prices when available, crypto asset prices may vary across exchanges or pricing sources, and differences in market liquidity, transaction timing and market access could affect the fair value measurement.

The classification of digital assets as current or non-current requires management judgment based on the Company’s intended use of the assets, expected holding period, liquidity needs and the extent to which the assets are available for use in current operations or settlement of current obligations.

Management also applies judgment in determining when the Company obtains control of digital assets, including staking rewards. Control is generally obtained when the Company has the ability to direct the use of, and obtain substantially all of the remaining economic benefits from, the asset. The timing of control may depend on the terms of the applicable custody, wallet, exchange, staking or protocol arrangement, including whether reward tokens have been received, are claimable, or remain subject to substantive restrictions.

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

Expected credit losses (ECL)

The Company applies the expected credit loss model to financial assets measured at amortized cost, including accounts receivable and loans receivable, in accordance with ASC 326. Determining the allowance for expected credit losses requires management judgment in assessing historical collection trends, counterparty 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.

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. Intangible assets

During the nine months period ended May 31, 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
Additions554,464
Translation adjustment33,090
Balance, May 31, 2026$4,604,767
Accumulated amortization
Balance, August 31, 2024$956,355
Amortization592,942
Translation adjustment(27,857)
Balance, August 31, 2025$1,521,440
Amortization600,419
Translation adjustment10,617
Balance, May 31, 2026$2,132,476
Net carrying value
May 31, 2026$2,472,291
August 31, 2025$2,495,773

5. Digital 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--
Digital assets purchased with financing proceeds1,804,60014,645,990
Digital assets acquired through staking income162,875620,849
Digital assets received in exchange for equity issuance5,593,52531,323,740
Digital assets before fair value remeasurement7,561,00046,590,579
Net change in fair value recognized in earnings-2,809,970
Balance, May 31, 20267,561,000$49,400,549

As of May 31, 2026, the Company’s only significant digital asset holding consisted of Injective (“INJ”) tokens. The Company held 7,561,000 INJ with an aggregate cost basis of $46,590,579 and an aggregate fair value of $49,400,549. The Company did not hold any other individually significant digital assets as of May 31, 2026.

Digital assets purchased with financing proceeds represent INJ tokens acquired using proceeds from the Company’s financing arrangements. Digital assets received in exchange for equity issuance represent digital assets received as consideration for the issuance of the Company’s equity securities.

Digital assets acquired through staking income represent reward tokens for which the Company obtained control during the period. Staking rewards are measured at fair value at the time control is obtained and are recognized in other income. After initial recognition, such reward tokens are included in digital assets and are subsequently remeasured at fair value at each reporting date.

For the nine months ended May 31, 2026, the Company recognized a net unrealized gain of $2,809,970 related to changes in the fair value of its digital assets. The fair value change is non-cash in nature and reflects changes in quoted market prices for the Company’s digital assets during the period. The net change in fair value is recognized in earnings in the consolidated statements of operations and comprehensive loss in accordance with ASC 350-60.

Digital assets Held in Connection with Financing Arrangements

Certain of the Company’s Injective (“INJ”) holdings are maintained in institutional custody accounts in connection with the Company’s secured financing arrangements. Under these arrangements, transfers, releases, or substitutions of such digital assets are subject to the applicable custody procedures and collateral maintenance requirements specified in the financing agreements. The Company retains ownership of the digital assets and may obtain the release or substitution of collateral, provided the applicable collateral requirements and other terms of the financing arrangements continue to be satisfied. As of May 31, 2026, approximately 7,303,725 INJ tokens, with an aggregate fair value of $47,719,617, were pledged as collateral under these arrangements. Refer to Note 12 for additional information regarding the Company’s financing and collateral arrangements. These arrangements do not result in derecognition of the underlying digital assets, which continue to be recognized in the Company’s condensed consolidated balance sheets.

6. 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 conversion5,01035,473
Issuance of common shares in exchange for legal services100,000142,000
Repurchase of common shares(554,581)(648,805)
Repurchase of common shares related expenses-(11,531)
Share issue costs-(2,033,995)
Balance, May 31, 202625,534,07062,378,305

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

January 6, 2026 – Share issued against PIPE

On January 6, 2026, the Company completed a 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 share capital.

During the nine months ended May 31, 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 shareholders’ equity.

Share Repurchase and Cancellation

During the nine months ended May 31, 2026, the Company repurchased an aggregate of 554,581 shares of its common stock pursuant to its authorized share repurchase program for total consideration of $648,805, excluding transaction costs. Transaction costs directly attributable to the share repurchases of $11,531 were recorded as a reduction of share capital within shareholders’ equity.

As of May 31, 2026,554,581 of the repurchased common shares had been processed for cancellation.

As a result, the repurchases reduced the number of shares of common stock issued and outstanding and were accounted for as a reduction of shareholders’ equity in the condensed consolidated balance sheets. No gain or loss was recognized in the condensed consolidated statements of operations and comprehensive loss in connection with the repurchase and retirement of the Company’s common stock.

7. 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
Expiration of legacy warrants on November 03, 2025(82,650)-
Issuance of Meteora warrants1,039,3461,325,558
Warrants exercised(10)(13)
Balance, May 31, 20261,039,3364,428,359

As of August 31, 2025, the Company had 82,650 equity-classified common share purchase warrants outstanding, with an aggregate amount of $3,102,814 recorded in additional paid-in capital. These warrants expired unexercised on November 3, 2025. No gain or loss was recognized upon expiration, and the related amount remained within additional paid-in capital.

On January 6, 2026, the Company issued 1,039,346 common share purchase warrants to Meteora Strategic Capital LLC in exchange for advisory services. The warrants were determined to qualify for equity classification and were measured at their grant-date fair value of $1,325,558 recorded in additional paid-in capital with a corresponding financing expense.

During the nine months ended May 31, 2026,10 Meteora warrants were exercised for cash proceeds of $38. As of May 31, 2026,1,039,336 Meteora warrants remained outstanding and exercisable at $3.80 per common share.

7. Warrants(continued from previous page)**

b)Warrant liability

The warrants issued on September 25, 2025 became effective on January 6, 2026 upon satisfaction of the related closing conditions. The warrants were measured at fair value using the Black-Scholes option pricing model.

On January 6, 2026, the initial fair value of the warrants was determined using the following assumptions: share price of $1.38, exercise price of $3.80, expected term of 5 years, risk-free interest rate of 3.51%, and expected 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(5,000)(20,388)
Change in fair value of warrants liability-(467,408)
Translation adjustment-5,241
Fair Value of Warrants at May 31, 2026160,047150,198
May 31, 2026August 31, 2025
Weighted average estimated fair value per common share$1.072.63
Weighted average exercise price of the warrant$3.783.20
Weighted average expected life of the warrant4.254.67

8. Earning / (Loss) per share

The following table reconciles the numerator and denominator used in the calculation of basic and diluted earnings or loss per share:

Three months ended May 31, 2026Three months ended May 31, 2025Nine months ended May 31, 2026Nine months ended May 31, 2025
Net income / (loss) attributable to common shareholders$25,250,083$(557,736)$(1,346,969)$(1,814,112)
Weighted-average common shares outstanding — basic25,534,070635,71214,513,147503,374
Dilutive effect of stock options----
Dilutive effect of restricted share units46,437---
Weighted-average common shares outstanding — diluted25,580,507635,71214,513,147503,374
Basic earnings / (loss) per share$0.99$(0.93)$(0.09)$(3.50)
Diluted earnings / (loss) per share$0.99$(0.93)$(0.09)$(3.50)

Basic earnings or loss per share is calculated by dividing net income or loss attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings or loss per share is calculated by adjusting the weighted-average number of common shares outstanding for the effect of potentially dilutive securities, only to the extent such securities are dilutive.

For the three months ended May 31, 2026, the Company reported net income and included dilutive restricted share units in the calculation of diluted earnings per share. Stock options and warrants were excluded to the extent their effect was anti-dilutive.

For the nine months ended May 31, 2026, and for the three and nine months ended May 31, 2025, the Company reported net losses. Accordingly, all potentially dilutive securities were excluded from diluted loss per share because their effect would have been anti-dilutive. As a result, diluted loss per share equals basic loss per share for those periods.

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.

May 31, 2026August 31, 2025
Number of OptionsWeighted Average Exercise PriceNumber of OptionsWeighted Average Exercise Price
#$#$
Balance, beginning of period101,85428.0828,28474.40
Granted during the year--73,5701.30
Balance as at period end101,85428.08101,85428.08
Exercisable as at period end101,85428.08101,85428.08

As of May 31, 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 May 31, 2026 was 6.6 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 adjustment8,616
Balance, May 31, 2026$975,161

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
Depreciation124,363
Translation adjustment(30,342)
Balance, May 31, 2026$530,403
Carrying Amount
May 31, 2026$444,758
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:

May 31, 2026August 31, 2025
Balance, beginning of year$699,959$977,107
Derecognition of lease-(85,151)
Interest expense29,25751,431
Lease payments(134,085)(206,185)
Translation adjustment6,754(37,242)
Balance, end of period$601,885$699,959
Current146,338138,859
Non-current455,547561,100
$601,885$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:

202644,673
2027178,690
2028189,959
2029198,008
203082,503
Total lease liability$693,833

11. Related party transactions and balances

1.Following the completion of the Company’s private placement on January 6, 2026, the Injective Foundation became one of the Company’s largest shareholders and is considered a related party in accordance with ASC 850, Related Party Disclosures. The Injective Foundation forms part of the 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. In connection with certain financing arrangements, the Injective Foundation has also provided a guarantee supporting certain of the Company’s obligations. Refer to Note 12 for additional information. The Company has also entered into financing, treasury placement and collateral arrangements with other related parties in the ordinary course of implementing its Digital Asset Treasury strategy. The Company’s significant related parties include:
●the Injective Foundation, by virtue of its ownership interest in the Company;
●FalconX Charlie Inc. (“FalconX” which, as used herein, includes FalconX Charlie Inc., FalconX Bravo, Inc., and certain other FalconX-affiliated entities under common ownership and control with entities that hold a significant ownership interest in the Company), which serve as financing, treasury and derivative counterparties of the Company;
●affiliated treasury placement counterparties, including affiliates of Innovating Capital Management, LLC, which serves as an approved advisor under the Company’s Treasury Reserve Policy (the “Treasury Reserve Policy”), a Board-approved governance framework governing the Company’s Digital Asset Treasury strategy and related treasury management activities;
●certain directors and executive officers of the Company.

As of May 31, 2026, balances with related parties consisted of:

Loan receivables$12,002,619
Loans payable$21,442,877
Restricted cash$5,424,320

Refer to Note 12 for additional information regarding the Company’s financing, treasury placement and collateral arrangements.

2.Compensation of key management personnel includes the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer:
May 31, 2026May 31, 2025
$$
Salaries, Wages and benefits395,669382,151

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 May 31, 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

FalconX Credit Facility

On September 23, 2025, the Company entered into a Master Lender Agreement with FalconX, pursuant to which individual loans are documented through separate loan term sheets establishing the applicable principal amount, interest rate, maturity date, collateral requirements and other material terms.

During the nine months ended May 31, 2026, the Company entered into a series of amended and restated loan term sheets. As of May 31, 2026, the financing arrangement provided for a $20.0 million fixed-term loan bearing interest at 8.25% per annum and maturing on January 16, 2027. As of May 31, 2026, the Company had $19,440,258 outstanding under the arrangement, which is presented within Loans Payable in the condensed consolidated balance sheets. During the nine months ended May 31, 2026, the Company recognized $1,026,187 of interest expense related to the financing arrangement.

The Company’s obligations are secured by substantially all of its INJ holdings together with not less than $5.0 million of cash and/or U.S. dollar-denominated stablecoin collateral. The collateral is subject to account control arrangements in favor of FalconX, including custodial account control agreements over the pledged INJ and deposit account control agreements over specified cash collateral accounts.

Subsequent to May 31, 2026, on June 2, 2026, the Company entered into a Fourth Amended and Restated Loan Term Sheet increasing the principal amount of the financing arrangement from $20.0 million to $24.0 million.

Injective Foundation Collateral Arrangement

Prior to the completion of the Company’s private placement, the Injective Foundation posted collateral on the Company’s behalf in support of the FalconX financing arrangement. Certain collateral remained in place following the private placement and continued to support the financing arrangement. As of May 31, 2026, the Company recognized a corresponding $2,002,619 payable to the Injective Foundation within Loans Payable and a corresponding $2,002,619 Collateral-Related Loan Receivable within Loans Receivable. The arrangement is not governed by a written agreement and does not have stated repayment terms, maturity date, or interest provisions. The balance is unsecured and non-interest bearing. These balances are presented gross as they represent separate contractual rights and obligations. Refer to the Loans Receivable section of this note for additional information regarding the Collateral-Related Loan Receivable.

Collateral

The FalconX financing arrangement is secured by certain of the Company’s digital assets together with cash and U.S. dollar-denominated stablecoin collateral maintained pursuant to the financing arrangements. Although pledged as collateral, the Company retains ownership of these assets and continues to recognize them in the condensed consolidated balance sheets because the transfers do not qualify for derecognition.

As of May 31, 2026, approximately 7,303,725 INJ tokens, with a carrying amount (fair value) of $47,719,617, were pledged as collateral and are included within digital assets in the condensed consolidated balance sheets. In addition, approximately $5,424,320 of cash was pledged under the financing arrangements and is presented within Restricted Cash as described in Note 13.

In addition to the pledged digital assets and restricted cash described above, the Company’s collateral arrangements includea $2.0 million Collateral-Related Loan Receivable arising from the Injective Foundation Collateral Arrangement as described above. Refer to the Loans Receivable section of this note for additional information regarding these collateral-related receivables.

The pledged digital assets and restricted cash serve solely as collateral supporting the Company’s obligations under the FalconX financing arrangement and remain subject to the collateral maintenance requirements and other provisions of the applicable financing agreements. Under the financing arrangements, the Company is required to maintain an initial collateral ratio of at least 160% of the outstanding borrowings. If the collateral ratio declines below 135%, the Company may be required to post additional eligible collateral or repay a portion of the outstanding indebtedness to restore compliance. If the collateral ratio declines below 120% and is not timely cured, the lender has customary rights to liquidate pledged collateral in accordance with the financing agreements. Subject to satisfying those requirements, the Company may substitute or withdraw pledged collateral in accordance with the terms of the financing arrangements.

Loans Receivable

As of May 31, 2026, the Company had loans receivable totaling $12,002,619, consisting of:

FalconX financing arrangements$5,000,000
Collateral-Related Loan Receivable$2,002,619
Treasury placement arrangements$5,000,000
Total loan receivables$12,002,619

The FalconX loan receivable represents a fixed-term loan bearing interest at 8.0% per annum. During the three months ended May 31, 2026, the contractual maturity was extended from April 28, 2026 to July 29, 2026.

The treasury placement arrangements were entered into pursuant to the Company’s Treasury Reserve Policy under a Master Lender Agreement and related transaction term sheets. As of May 31, 2026, the outstanding principal balance was $5,000,000. The arrangements bear interest at 9.75% per annum, mature on January 15, 2027, may be repaid in U.S. dollars, U.S. dollar-denominated stablecoins or INJ tokens, and are supported by a corporate guarantee from an affiliated entity.

The Collateral-Related Loan Receivable represents an open-term loan of 2,003,183 USD Coin (“USDC”), a U.S. dollar-denominated stablecoin, advanced to FalconX Charlie, Inc. in connection with the Company’s financing and collateral arrangements. The loan bears interest at 7.25% per annum, is unsecured, and is recallable by the Company upon three business days’ notice. A corresponding amount is recognized within Loans Payable, representing the Company’s obligation associated with collateral previously posted on its behalf by the Injective Foundation in support of the FalconX financing arrangements. Refer to the Collateral section of this note for additional information regarding these arrangements.

During the nine months ended May 31, 2026, the Company recognized $369,539 of interest income related to its loan receivables. Management evaluated all loan receivables for expected credit losses in accordance with ASC 326 and concluded that no allowance for expected credit losses was required as of May 31, 2026. All loan receivables represent related-party arrangements. Refer to Note 11 for additional information regarding related-party transactions.

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

Security and guarantees

The Company’s obligations under the FalconX financing arrangement are supported by a guarantee provided by the Injective Foundation and are secured by pledged digital assets, restricted cash and other collateral maintained pursuant to the financing agreements. Pursuant to the financing agreements, FalconX has been granted a security interest in the pledged collateral, together with customary account control and custodial rights over the designated collateral accounts. The Injective Foundation guarantee unconditionally guarantees the Company’s payment and performance obligations under the financing arrangements, subject to the terms of the applicable guarantee agreement.

As described in the Collateral section of this note, as of May 31, 2026 the Company had approximately 7,303,725 INJ tokens, with an aggregate carrying value of $47.7 million, and approximately $5.4 million of restricted cash pledged in support of the financing arrangements. The financing arrangements are subject to ongoing collateral maintenance requirements, including minimum collateral ratios, and may require the Company to post additional eligible collateral if the applicable thresholds are not maintained.

The pledged collateral remains recognized in the Company’s condensed consolidated balance sheets because the Company retains ownership of the underlying assets, subject to the lender’s security interests and customary enforcement rights upon an event of default. As of May 31, 2026, the Company was in compliance with all material financing covenants and collateral maintenance requirements.

Refer to Note 5 – Digital assets for additional information regarding the Company’s digital asset holdings and Note 11 – Related Party Transactions and Balances for additional information regarding related-party treasury placement arrangements.

13. Restricted Cash

As of May 31, 2026, the Company had restricted cash of $5,424,320, consisting of cash and U.S. dollar-denominated stablecoin equivalents that are contractually restricted under certain financing and custody arrangements.

Restricted cash consisted of the following:

May 31, 2026Amount
Cash held by Monarq Capital for future crypto asset purchases$250,000
U.S. dollars pledged as collateral under the FalconX credit facility5,000,000
Cash held as margin collateral in the FalconX derivative account174,320
Restricted cash$5,424,320

The $250,000 balance represents funds held by the Company’s digital asset manager, Monarq Capital, pursuant to investment management arrangements. These funds are designated for future purchases of Injective (“INJ”) tokens in accordance with the Company’s digital asset treasury strategy and are not available for general operating purposes until deployed or returned to the Company.

The $5.0 million balance is maintained in designated collateral accounts with FalconX in connection with the Company’s secured credit facility. These balances are maintained to satisfy collateral requirements under the financing arrangement and are therefore presented as restricted cash.

As of May 31, 2026, the Company also maintained $174,320 of cash within its FalconX derivatives account as margin collateral supporting outstanding derivative positions. These funds are restricted under the applicable trading and margin arrangements and are therefore included in restricted cash.

Separately, the Company had$345,734 payable to FalconX for unsettled spot trading transactions. This amount is presented within accounts payable and accrued liabilities and is not offset against restricted cash because it represents a separate obligation of the Company.

14. Deferred government grant

Government assistance received in prior periods related to capitalized internally generated software is recognized as deferred income and amortized to income over the useful life of the related intangible assets. No government assistance was recognized or accrued during the nine months ended May 31, 2026.

15. 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.

Centurion litigation

On May 30, 2025, certain former consultants, financial advisors and shareholders commenced an action against the Company in the Ontario Superior Court of Justice. The action relates principally to previously terminated consulting and financial advisory arrangements and certain alleged shareholder matters.

The plaintiffs allege, among other matters, that amounts remain payable under the consulting and financial advisory arrangements and seek damages, interest, costs and other relief, including relief under the Canada Business Corporations Act. The plaintiffs have delivered a draft amended statement of claim seeking approximately $2.2 million in monetary damages, together with additional non-monetary relief, including an order requiring the Company to purchase certain common shares and warrants at fair market value.

The Company disputes the allegations and has filed a statement of defence denying that any amounts remain payable under the applicable agreements. The Company’s position is that the agreements were validly terminated following repudiation by the applicable counterparties, that all amounts owing under the agreements were paid, and that the contractual conditions necessary to give rise to the claimed referral and other fees were not satisfied. The Company also denies the plaintiffs’ claims for unjust enrichment and oppression and intends to defend the proceeding vigorously. The Defence specifically states that the agreements were terminated in November 2024 and that the Company’s contractual obligations concluded by December 1, 2024.

The proceeding remains at an early stage, and its ultimate outcome is subject to significant uncertainty. Based on the information currently available, including the Company’s defences and the assessment of external legal counsel, management concluded that an unfavorable outcome was not probable as of May 31, 2026. Accordingly, the Company has not recorded a liability in respect of the asserted claims.

Although the plaintiffs have specified certain damages and other relief, the amounts claimed do not represent management’s estimate of a probable loss. Due to the preliminary stage of the proceeding, the disputed factual and contractual matters, the uncertainty surrounding the availability and measurement of the non-monetary remedies sought, and the inherent unpredictability of litigation, the Company is currently unable to reasonably estimate the amount or range of any possible loss. The Company will continue to evaluate the proceeding and will revise its accounting and disclosures if additional information becomes available.

See Note 10 related to lease commitments.

16. Revenue

Nine months ended
May 31, 2026May 31, 2025
$$
Gross billing10,510,21213,048,445
Commission expense(9,419,249)(11,969,345)
Revenue1,090,9631,079,099
Subscription revenue625,019559,993
Insurance72,874-
Sponsorship revenue142,733169,928
Underwriting revenue76,86392,784
Other revenue43,883357,592
Total revenue2,052,3352,259,396
Three months ended
May 31, 2026May 31, 2025
$$
Gross billing3,038,7784,400,201
Commission expense(2,730,429)(4,158,334)
Revenue308,349241,867
Subscription revenue206,529191,927
Insurance16,919-
Sponsorship revenue43,845237,109
Underwriting revenue26,11035,143
Other revenue20,75040,857
Total revenue622,502746,903

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 nine month periods ended May 31, 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.

17. Expenses

The following table provides a breakdown of the selling, general and administrative:

Nine months ended
May 31, 2026May 31, 2025
$$
Software Subscription238,771624,587
Office and general193,937114,864
Professional fees483,567108,359
Dues and Subscriptions342,049364,287
Rent159,466140,168
Consulting fees48,93845,483
Travel29,68425,467
Donations-789
Lease expense-507
Insurance250,82398,267
Selling, general and administrative1,747,2351,522,778
Three months ended
May 31, 2026May 31, 2025
$$
Software Subscription139,447174,116
Office and general53,59431,170
Professional fees35,91447,866
Dues and Subscriptions122,909(165,688)
Rent54,50154,997
Consulting fees18,75515,888
Travel5,1022,108
Donations--
Insurance122,43736,002
Selling, general and administrative552,659527,835

18. Segment reporting

The Company operates through two reportable segments in accordance with ASC 280:

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

The Company’s Chief Operating Decision Maker (“CODM”) is comprised of the Chief Executive Officer and a member of the Board of Directors. The CODM evaluates segment performance and allocates resources based primarily on revenue and operating loss

18. Segment reporting(continued from previous page)**

Segment results – nine months ended May 31, 2026

Mortgage Operation · Crypto Asset Operation · Total
For the period endedMay 31, 2026 (Unaudited)May 31, 2025 (Unaudited)May 31, 2026 (Unaudited)May 31, 2026 (Unaudited)May 31, 2025 (Unaudited)
$$$$$
Revenue2,052,3352,259,396-2,052,3352,259,396
Expenses and other income
Selling, general and administrative1,747,2351,522,778-1,747,2351,522,778
Advertising and marketing708,691617,987-708,691617,987
Salaries, wages and benefits740,798--740,7981,223,722
Interest expense and bank charges50,844306,2671,026,1871,077,031306,267
Depreciation and amortization719,173648,991-719,173648,991
Fair value loss on Digital assets--(2,809,970)(2,809,970)-
Staking income--(620,849)(620,849)-
Government incentive(81,792)(70,657)-(81,792)(70,657)
Total expense3,884,9494,249,088(2,404,632)1,480,3174,249,088
Gain/(Loss) from operations(1,832,614)(1,989,692)2,404,632572,018(1,989,692)
Foreign exchange (loss) gain27,068(1,905)27,068(1,905)
Interest income--369,539369,539-
Financing cost - warrants--(1,325,558)(1,325,558)-
Financing cost - Equity line of credit--(1,500,000)(1,500,000)-
Expenses--
Gain (loss) on change in fair value of derivative liability--42,55642,556-
Gain (loss) on change in fair value of warrant liability467,408341,765-467,408341,765
Loss before income tax(1,338,138)(1,814,112)(8,831)(1,346,969)(1,814,112)
Income taxes (recovery) expense-----
Net profit/(loss)(1,338,138)(1,814,112)(8,831)(1,346,969)(1,814,112)

Segment results – three months ended May 31, 2026

Mortgage Operation · Crypto Asset Operation · Total
For the period endedMay 31, 2026 (Unaudited)May 31, 2025 (Unaudited)May 31, 2026 (Unaudited)May 31, 2026 (Unaudited)May 31, 2025 (Unaudited)
$$$$$
Revenue622,502746,903-622,502746,903
Expenses and other income
Selling, general and administrative552,659527,835-552,659527,835
Advertising and marketing292,314292,489-292,314292,489
Salaries, wages and benefits391,309394,648-391,309394,648
Interest expense and bank charges9,23131,216439,279448,51031,216
Depreciation and amortization255,023219,355-255,023219,355
Fair value loss on digital assets--(25,824,284)(25,824,284)-
Staking income--(399,134)(399,134)-
Government incentive(27,423)(22,109)-(27,423)(22,109)
Total expense1,473,1131,443,434(25,784,139)(24,311,026)1,443,434
Loss from operations(850,611)(696,531)25,784,13924,933,528(696,531)
Foreign exchange (loss) gain186,281(6,018)186,281(6,018)
Interest income--155,480155,480-
Financing cost - warrants-(164,703)--(164,703)
Financing cost - Equity line of credit-----
Dat Expense--
Gain (loss) on change in fair value of derivative liability--26,81226,812-
Gain (loss) on change in fair value of warrant liability(52,018)309,516-(52,018)309,516
Loss before income tax(716,348)(557,736)25,966,43125,250,083(557,736)
Income taxes (recovery) expense-----
Net loss(716,348)(557,736)25,966,43125,250,083(557,736)

18. Segment reporting(continued from previous page)**

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

As of May 31, 2026Mortgage OperationsDigital Asset OperationsTotal
Cash and cash equivalents$1,024,785$4,064,922$5,089,707
Restricted cash-5,424,3205,424,320
Trade and other receivables434,268(48,873)385,395
Interest receivable-66,84966,849
Loans receivable-12,002,61912,002,619
Prepaid expenses and deposits99,555425,000524,555
Investments and digital assets9,81949,400,54949,410,368
Right-of-use asset444,758-444,758
Property and equipment32,250-32,250
Intangible assets2,472,291-2,472,291
Total assets$4,517,726$71,335,386$75,853,112

The Company commenced its Digital Asset Treasury strategy during the current fiscal year. Accordingly, comparative segment asset information for the Digital Asset Operations segment is not presented as of August 31, 2025. Substantially all assets as of August 31, 2025 were attributable to the Mortgage Operations segment.

19. Derivative Liability

During the nine months ended May 31, 2026, the Company entered into over-the-counter (“OTC”) put option transactions with FalconX Bravo, Inc. (the “Counterparty”) in connection with its digital asset activities. The derivative portfolio consisted principally of costless collars, together with a limited number of standalone written put and purchased call options.

Each costless collar was executed through the contemporaneous purchase of a put option and sale of a call option referencing the same underlying digital asset, with substantially corresponding notional amounts and expiration dates. The purchased put establishes a minimum settlement price, while the written call limits participation above a specified maximum settlement price. The option premiums were structured to substantially offset at inception, resulting in little or no initial net premium for the paired collar positions.

Each option is separately recognized and measured at fair value under ASC 815. The Company has elected to offset qualifying derivative asset and liability fair values executed with the Counterparty under the parties’ ISDA Master Agreement and related master netting arrangement in accordance with ASC 815-10-45-5. Accordingly, the qualifying derivative positions are presented on a net basis on the condensed interim consolidated balance sheet.

The quarter-end mark-to-market values of the Company’s entire option portfolio were based on valuation information provided by the Counterparty using established option-pricing methodologies consistent with the Black-Scholes-Merton framework. The valuations incorporated the spot prices of the underlying digital assets, contractual strike prices, remaining terms to expiration, expected or implied volatility, risk-free interest rates and applicable settlement provisions. Management independently evaluated the methodology and significant inputs and performed a separate reasonableness assessment. Management’s independently determined values were not materially different from the Counterparty-provided valuations used for financial reporting.

Accordingly, the Company’s derivative instruments are classified as Level 2 within the fair value hierarchy.

The following table reconciles the aggregate gross mark-to-market values of all purchased and written option positions, together with premiums received, to the net derivative liability presented as of May 31, 2026:

Derivative positionMay 31, 2026
Aggregate mark-to-market value of derivative assets$1,924,906
Aggregate mark-to-market value of derivative liabilities(1,916,772)
Premiums received on outstanding option positions(73,375)
Net derivative liability$(65,241)

As of May 31, 2026, the aggregate fair value of purchased option positions was $1,924,906, while the aggregate fair value of written option positions was $1,916,772. Premiums of $73,375 received on outstanding written option positions are included in the measurement of the derivative liability. After giving effect to those premiums, the Company recognized a net derivative liability of $65,241. The reconciliation includes all outstanding derivative positions subject to the FalconX master netting arrangement.

The Company recognized gains from changes in the fair value of its derivative instruments of $26,812 and $42,556 for the three and nine months ended May 31, 2026, respectively. These amounts are presented within gain on change in fair value of derivative liability in the condensed interim consolidated statements of operations and comprehensive loss.

The Company’s derivative arrangements are subject to collateral and margin requirements under the applicable financing and trading agreements with FalconX. As of May 31, 2026, approximately $5.0 million of cash and U.S. dollar-denominated stablecoins were maintained as restricted collateral. Of this amount, substantially all was pledged to satisfy the collateral requirements of the FalconX financing arrangements described in Note 12, while balances maintained within the Company’s derivatives account served as margin collateral supporting outstanding derivative positions and related trading activity under the FalconX trading agreements. The Company’s derivative transactions are subject to initial and ongoing margin requirements established by FalconX on a trade-by-trade basis in accordance with the applicable trading agreements. Margin requirements vary based on the characteristics and risk profile of each position, and the Company may be required to post additional collateral as market values and margin requirements change. In addition, the Company had a $171,414 margin balance payable relating primarily to unsettled spot trading and derivative activity. As of May 31, 2026, the Company maintained$174,320 of cash within its derivatives account as margin collateral supporting outstanding derivative positions under the FalconX trading agreements. Separately, the Company had$345,734 payable for unsettled spot trading transactions. The derivative margin is included in restricted cash, while the unsettled spot payable is included in accounts payable and accrued liabilities. The balances are presented gross because they represent separate assets and obligations and the applicable offsetting criteria have not been met.

20. Equity Line of Credit (ELOC) Arrangement

On September 4, 2025, the Company entered into a common share purchase agreement with White Lion Capital, LLC (“White Lion”), which provides the Company with the right, but not the obligation, to issue and sell common shares to White Lion for aggregate gross proceeds of up to $250 million, subject to the terms, conditions and limitations of the agreement.

In consideration for White Lion’s execution and delivery of, and agreement to perform under, the ELOC agreement, the Company was required to deliver INJ tokens having an aggregate value of $1,500,000 to White Lion. The commitment fee was non-refundable, was fully earned by White Lion upon execution of the agreement, and is not contingent upon the Company filing a registration statement, issuing purchase notices, selling common shares or receiving proceeds under the facility. The commitment fee will not be credited against the purchase price of any common shares subsequently sold under the ELOC.

Management concluded that the commitment fee represents a stand-ready financing cost incurred to obtain White Lion’s commitment under the ELOC arrangement. Because the fee was non-refundable, fully earned upon execution and was not directly attributable to a specific completed or probable issuance of common shares, the Company recognized the full $1,500,000 as financing expense during the nine months ended May 31, 2026.

As of May 31, 2026, the Company had not filed the registration statement contemplated by the agreement within the contractual timeframe and, therefore, had not satisfied the conditions necessary to access the facility. The Company had not issued any purchase notices or common shares to White Lion and had not received any proceeds under the arrangement. The Company continues to evaluate its capital raising alternatives, including discussions with White Lion regarding the timing and implementation of the ELOC and any related amendments or accommodations that may be appropriate.

21. 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, trade and other receivables, and loan receivables.

The Company manages cash-related credit risk by maintaining deposits with major financial institutions and by monitoring the creditworthiness of its counterparties. Credit risk associated with trade receivables is managed through ongoing monitoring of customer creditworthiness, payment history, and aging profiles. Trade receivables are generally short-term in nature and are typically 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.

Credit risk associated with loan receivables is managed through ongoing evaluation of the creditworthiness and financial condition of counterparties, monitoring compliance with contractual terms, and, where applicable, consideration of collateral and other credit enhancements supporting the underlying arrangements.

In accordance with ASC 326,Financial Instruments—Credit Losses, the Company applies a lifetime expected credit loss (“ECL”) model to trade receivables and other financial assets measured at amortized cost, including loan receivables. Expected credit losses are estimated using a combination of historical loss experience, aging analysis where applicable, current economic conditions, forward-looking information, and specific assessments of individual counterparties. Management also considers the existence of collateral, guarantees, and other relevant facts and circumstances when evaluating expected credit losses on loan receivables. Based on its assessment as of May 31, 2026, the Company concluded that no material allowance for expected credit losses was required.

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

May 31, 2026

0-30 days30-60 days60-90 days90 plus daysTotal
$$$$$
Receivables25,27917,84115,771149,580208,470
Loan receivable – related parties12,002,619---12,002,619
Other receivables/advances195,404---195,404
Less: Expected credit loss---(18,119)(18,119)
Total12,223,30217,84115,771131,46112,388,014

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 May 31, 2026 is the carrying amount of cash and trade receivables on the consolidated balance sheet. 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 May 31, 2026, the Company’s contractual payment obligations are as follows:

Fiscal Year20262027202820292030
$$$$$
Lease payments44,673178,690189,959198,00882,503
Accounts payable1,523,198----
Derivative liability65,241
Interest payable136,096----
Loans payable21,442,887----
Total23,212,095178,690189,959198,00882,503

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

21. Risk management arising from financial instruments (Continued)

d)Concentration Risk

As of May 31, 2026, substantially all of the Company’s digital asset holdings consisted of Injective (“INJ”) tokens. Accordingly, the Company is exposed to concentration risk arising from changes in the market price, liquidity and overall adoption of INJ. A significant decline in the market value of INJ could materially affect the Company’s financial position, results of operations and liquidity.

The Company also generates staking income from its INJ holdings. Accordingly, changes in staking reward rates, validator performance, network participation, protocol economics or other blockchain-related factors may affect the amount of staking income recognized by the Company.

In addition, the Company’s Digital Asset Treasury strategy utilizes a limited number of counterparties for financing, custody, trading and treasury management activities, including FalconX, BitGo and Monarq Capital. The Company’s financing arrangements are concentrated with FalconX, while substantially all digital assets are maintained with institutional custodians supporting those arrangements. The inability of any significant counterparty to perform its contractual obligations, operational failures, cybersecurity incidents or other disruptions affecting these counterparties could adversely affect the Company’s ability to access its assets, satisfy financing obligations or conduct treasury activities.

Management monitors counterparty credit quality, collateral levels, custody arrangements and liquidity on an ongoing basis to manage these concentration risks.

e)Management of capital

The Company’s objective in managing capital is to preserve financial flexibility, maintain sufficient liquidity to support its operating activities, and optimize long-term shareholder value. Capital consists primarily of shareholders’ equity together with debt and other financing arrangements used to support the Company’s operations and strategic capital allocation initiatives.

During the nine months ended May 31, 2026, the Company expanded its capital management framework in connection with its digital asset treasury strategy. The Company adopted a Treasury Reserve Policy, approved by the Board of Directors, establishing governance over treasury reserve assets, capital deployment, liquidity management, financing activities, custody arrangements, counterparty selection, and risk management. Oversight of these activities is provided by management together with the Special Advisory Committee (“SAC”) of the Board of Directors.

Management continuously monitors the Company’s capital structure, liquidity position, working capital requirements, debt obligations, collateral maintenance requirements, and market conditions to maintain an appropriate balance between financial flexibility and prudent risk management. Capital allocation decisions are evaluated in light of operating requirements, financing opportunities, digital asset market conditions, and the Company’s long-term strategic objectives.

The Company is not subject to externally imposed regulatory capital requirements. Management and the Board of Directors review the Company’s capital management objectives, policies and processes on an ongoing basis and modify them, as appropriate, in response to changes in the Company’s business, financing arrangements and market environment.

f)Foreign currency risk

The Company’s mortgage brokerage and insurance operations primarily generate revenues and incur expenses in Canadian dollars (“CAD”), which is the functional currency of those operations. Accordingly, the day-to-day foreign currency exposure of the mortgage operations is generally limited. The functional currency of the Company’s digital asset treasury activities is the U.S. dollar (“USD”), as those activities are primarily managed, financed and measured in USD.

The Company may incur foreign currency risk from transactions denominated in currencies other than the applicable functional currency, including balances held in foreign-currency bank accounts and certain vendor payments. These transactions may give rise to realized and unrealized foreign exchange gains or losses, which are recognized in the condensed interim consolidated statements of operations and comprehensive loss.

In addition, the financial results of operations with a CAD functional currency are translated into USD, the Company’s reporting currency, for SEC reporting purposes. Changes in the CAD-USD exchange rate may therefore result in period-to-period fluctuations in reported assets, liabilities, revenues and expenses. Resulting foreign currency translation adjustments are recognized in accumulated other comprehensive income or loss and do not directly affect the Company’s underlying cash flows.

The Company does not currently utilize foreign exchange derivative instruments to manage its foreign currency exposure.

22. Subsequent Events

Management evaluated subsequent events through July 20, 2026, the date the condensed interim consolidated financial statements were available to be issued.

Share Repurchases

Subsequent to May 31, 2026, the Company repurchased and cancelled an additional 262,873 common shares pursuant to its authorized share repurchase program for total consideration of $268,170 excluding transaction costs. Transaction costs directly attributable to the share repurchases of $5,808 were incurred in connection with the subsequent repurchases and will be recorded as a reduction of share capital within shareholders’ equity.

Digital Asset Activity

Subsequent to May 31, 2026, the Company acquired approximately 130,343 INJ through market purchases and received approximately 55,444 INJ from staking rewards, bringing the Company’s total holdings to approximately 7,746,789 INJ with a total fair value of approximately $41.9 million. These changes have not been recognized in the accompanying condensed interim consolidated financial statements.

Financing Arrangements

Subsequent to May 31, 2026, the Company borrowed an additional $1.26 million under its financing arrangements, the proceeds of which were used primarily to acquire additional digital assets and fund interest and related financing obligations.

On June 2, 2026, the Company entered into a Fourth Amended and Restated Loan Term Sheet with FalconX Charlie Inc., increasing the maximum principal amount available under the financing arrangement from $20.0 million to $24.0 million. The amendment did not otherwise materially modify the principal economic terms of the financing arrangement.

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.