Defi Technologies IncNEO: DEFI

Financial Report For the three months ended March 31, 2026 and 2025 - MD&A

· Issued by Defi Technologies Inc


MANAGEMENT'S DISCUSSION AND ANALYSIS

Three months ended March 31, 2026

Background

This Management's Discussion and Analysis ("MD&A") has been prepared based on information available to DeFi Technologies Inc. ("we", "our", "us", "DeFi" or the "Company") containing information through May 14, 2026, unless otherwise noted.

This MD&A provides a detailed analysis of the Company's operations and compares its financial results for the three months ended March 31, 2026 and 2025. The March 31, 2026 interim condensed consolidated financial statements and related notes of DeFi (the "Interim Financial Statements") have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS"). Please refer to the notes of the December 31, 2025 annual audited consolidated financial statements (the "Annual Financial Statements") for disclosure of the Company's significant accounting policies. Unless otherwise noted, all references to currency in this MD&A refer to U.S. dollars. References to Q1 2026 are to the three months ended March 31, 2026; Q1 2025 are to the three months ended March 31, 2025; and Q4 2025 are to the three months ended December 31, 2025.

Additional information, including our Annual Information Form, have been filed electronically through the System for Electronic Document Analysis and Retrieval+ "SEDAR+ and is available online under the Company's SEDAR+ profile at https://www.sedarplus.ca.

Cautionary Statement Regarding Forward Looking Information

This MD&A contains "forward-looking information" within the meaning of that term under Canadian securities laws. This information relates to future events or future performance and reflects the Company's expectations and assumptions regarding such future events and performance. Forward-looking information can be identified by the use of words such as, but not limited to, "plans", "expects", "project", "predict", "potential", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such information includes, but is not limited to, expectations, projections or other characterizations of future events or circumstances; the Company's objectives, goals, strategies, beliefs, intentions, plans, estimates, projections and outlook; and statements regarding the future of centralized and decentralized finance.

In particular, all statements, other than statements of historical facts, included in this MD&A that address activities, events or developments that management of the Company expects or anticipates will or may occur in the future contain forward-looking information, including but not limited to, statements with respect to:

  • financial, operational and other projections and outlooks as well as statements or information concerning future operation plans, objectives, performance, revenues, growth, acquisition strategies, profits or operating expenses of the Company and its subsidiaries;

  • details and expectations regarding the Company's investments in the decentralized finance ("DeFi") industry and the Company's Equity Investments in Digital Assets (as defined herein);

  • expectations regarding revenue growth due to changes in the Company's business strategy;

  • expansion and growth of the Company's Asset Management, Ventures and Infrastructure business lines;

  • development of ETPs and partnerships and joint ventures with other companies;

  • growth of assets under management ("AUM");

  • listing of ETPs;

  • identifying and capitalizing on low-risk arbitrage opportunities within the digital asset market;

  • digital asset staking, lending or trading transactions;

  • the Company becoming more active in the stablecoin market in the future;

  • the continued listing of the Company's common shares on Nasdaq Capital Market ("Nasdaq");

  • DeFi Advisory and the development of digital asset treasury companies;

  • anticipated lending and staking income and management fees charged on ETPs;

  • hedging activities;

  • the Company receiving the outstanding balance of BTC owed to it by Genesis;

  • investment performance of ETPs, DeFi protocols and digital assets underlying ETPs and portfolio companies that the Company has invested in;

  • additional locations and distribution channels coming online in 2026, and the Company being able to expand presence across Europe and Latin America, and bringing new regions, such as Africa and the Middle East, into the platform;

  • the Company's global expansion positioning the Company for long-term growth, leveraging strategic partnerships, market-first advantages, and increasing investor demand to strengthen its market leadership;

  • future development of laws and regulations governing the DeFi industry, in particular in the United States;

  • requirements for additional capital and future financing options;

  • publishing and marketing plans;

  • the availability of attractive investments that align with the Company's investment strategy;

  • future outbreaks of infectious diseases;

  • the impact of climate change;

  • the Company's ability to regain and maintain compliance with the minimum required closing bid price for continued listing on the Nasdaqt; and

  • other expectations of the Company.

Forward-looking information and statements above involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Important factors that could cause actual results to differ materially from the Company's expectations are described in the Company's documents filed from time to time with the applicable regulatory authorities and such factors include, but are not limited to, risks related to the staking and lending of cryptocurrencies, DeFi protocol tokens, or other digital assets; risks relating to momentum pricing and volatility of cryptocurrencies, DeFi protocol tokens, and other digital assets; cybersecurity threats, security breaches and hacks; the relative novelty of cryptocurrency exchanges and other trading venues; regulatory risks; hedging risk; the U.S. classification of crypto assets and the Investment Company Act of 1940; the issuance of crypto ETPs in the EU and non-EU countries; risk related the Company's Ventures portfolio exposure; risks associated with the lending and staking of digital assets, risks related to the Company's internal arbitrage and trading business, risks associated with banks cutting off services to businesses that provide cryptocurrency related services; the impact of geopolitical events; the further development and acceptance of digital and DeFi networks; trade errors; dependence on investment manager, discretion as to distributions and timing of withdrawals, discretion as to form of payment, risks and uncertainties associated with custodians of digital assets; conditions on equity investments in digital assets; development and acceptance of the digital asset network, digital asset audit risk, risk of total loss of equity investment in digital assets, risk of loss, theft or destruction of cryptocurrencies; risks associated with the irrevocability of transactions; risks associated with the potential failure to maintain the cryptocurrency networks; risks associated with the potential manipulation of blockchain; risks that miners may cease operations; risks related to insurance; risks related to the concentration of investments; risks related to competition; risk related to investments in private issuers and illiquid securities; risks related to cash flow, revenue and liquidity; risk management, risks related to the Company's dependence on management personnel; risks related to macro-economic conditions; risks

related to the availability or opportunities and competition for investments; risks related the share prices of investments; risks related to additional financing requirements; risks related to the return on investments; failure to develop and execute successful investment or trading strategies, risks related to the management of the Company's growth; social, political, environmental, and economic risks in the countries in which the Company's investment interests are located; risks related to hostilities, geo-political events and wars, risks related to the due diligence process undertaken by the Company in connection with investment opportunities; risks related to exchange-rate fluctuations; risks related to non-controlling interests; risks related to changes in legislation and regulations; risks related to the fact the Company is likely a passive foreign investment company for U.S. federal income tax purposes; risks associated with the Company's limited operating history and no history of operating revenue and cash flow; risks associated with the Company having limited cash flow and funds in reserve which may not be sufficient to fund its ongoing activities at all times; risks associated with material weakness in the Company's financial statements, risk related to the restatement of the Company's historical financial statements, lack of comprehensive accounting guidance for digital assets under IFRS accounting standards; risks associated with conflicts of interest; litigation risk, risks associated with the volatility of the Company's common shares market price and the Company's ability to regain and maintain compliance with the minimum required closing bid price for continued listing on the Nasdaq, risks associated with share imbalances, risks associated the future dilution of shareholders' interest in the Company; and risks associated with the Company's history of never paying dividends; and other risks described herein including under the heading "Risks and Uncertainties".

When relying on forward-looking information to make decisions, readers should ensure that the preceding information, the risks and uncertainties described in "Risks and Uncertainties" and the other contents of this MD&A are all carefully considered. The forward-looking information contained herein is current as of the date of this MD&A, and, except as may be required by applicable law, the Company disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking information contained herein to reflect any change in expectations, estimates and projections with regard thereto or any changes in events, conditions or circumstances on which any information is based. Readers should not place undue importance on such forward-looking information and should not rely upon this information as of any other date. In addition to the disclosure contained herein, for more information concerning the Company's various risks and uncertainties, please refer to the Company's public filings available under its profile on SEDAR+ at www.sedarplus.ca and at www.cboe.ca.

With regard to all information included herein relating to companies in the Company's Venture portfolio, the Company has relied on information provided by the investee companies and on publicly available information disclosed by the respective companies.

Overview of the Company

The Company is a publicly listed issuer on the Cboe Canada Inc. ("Cboe Canada") stock exchange trading under the symbol "DEFI" and the Nasdaq stock market in the United States under the symbol "DEFT". The Company is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance. The Company's mission is to expand investor access to industry-leading decentralized technologies which it believes lie at the heart of the future of finance. On behalf of its shareholders and investors, it identifies opportunities and areas of innovation and builds and invests in new technologies and ventures in order to provide trusted, diversified exposure across the decentralized finance ecosystem. The Company does so through four distinct business lines: Asset Management, DeFi Alpha, Stillman Digital, and DeFi Ventures.DeFi Technologies also reiterated its focus on accelerating growth through product innovation and geographic expansion. In 2025, DeFi Technologies, through Valour, advanced distribution across regulated venues, including the London Stock Exchange and SIX Swiss Exchange, and entered the Brazilian market.

The Company's Interim Financial Statements have been prepared in accordance with IFRS applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying Interim Financial Statements.

Investment Pillars

DeFi operated through four core pillars during Q1 2026:

Asset Management

The Company through its wholly-owned subsidiary Valour Inc. ("Valour"), and Valour Digital Securities Limited ("VDSL" and together with Valour Cayman, "Valour") is developing Exchange Traded Products ("ETPs") that synthetically track the value of a single DeFi protocol or a basket of protocols. ETPs simplify the ability for retail and institutional investors to gain exposure to DeFi protocols or basket of protocols as it removes the need to manage a self-custodial wallet, two-factor authentication, various logins, and other intricacies that are linked to managing a decentralized finance protocol portfolio.

The Company does not simply list ETP products and collect a management fee. The Company has monetized the entire issuance stack end to end:

  • Market making and liquidity provisioning

  • Staking and yield generation on underlying assets

Valour monetizes its AUM primarily through trading, staking, management fees, and trade-flow arbitrage. In addition to management fees, Valour retains staking yields as revenue, capturing value directly from the digital assets held in its ETPs. This vertically integrated model enables recurring, protocol-driven revenue as AUM grows.

DeFi Alpha

DeFi Alpha is a specialized trading desk within DeFi focused on opportunistic trading and arbitrage across the digital asset ecosystem. The desk seeks to generate returns by identifying attractive market dislocations and pricing inefficiencies, with opportunities sourced through deep market experience and strong counterparty relationships.

Its activities span both centralized and decentralized markets, with a focus on disciplined execution, prudent risk management, and capitalizing on opportunities as they arise.

Stillman Digital

Stillman Digital is a digital asset trading firm that provides OTC trading, liquidity solutions, and market-making services to institutional counterparties across global cryptocurrency markets.

DeFi Ventures

The Company, whether by itself or through its subsidiaries, invests in various companies and leading protocols across the decentralized finance ecosystem to build a diversified portfolio of decentralized finance assets.

Reflexivity Research and DeFi Advisory

The Company discontinued reporting on its Reflexivity Research and DeFi Advisory business lines given the low levels of revenue generated by these business lines. Revenues from these businesses have been included in "other revenues" as part of the main asset management business.

HIGHLIGHTS FOR THE THREE MONTHS ENDED MARCH 31, 2026: New Product Launches

By December 31, 2025, Valour reached 102 listed ETPs and built a more diversified regulated digital asset shelf globally. While the Company did not launch any further ETPs during Q1 2026, it focused on increasing its product offerings in the various markets where it operates.

Starting January 26, 2026, the Company started offering select Valour ETPs to UK retail investors on the London Stock Exchange ("LSE") after receiving approval from the Financial Conduct Authority and LSE.

Bitcoin and Ethereum staking ETPs: The approved products available to UK retail are 1Valour Bitcoin Physical Staking (ISIN: GB00BRBV3124) and 1Valour Ethereum Physical Staking (ISIN: GB00BRBMZ190). Milestone expansion from pro-to-retail: Following earlier LSE launches for professional investors, Valour is now expanding access so UK retail investors can gain regulated BTC and ETH exposure with a yield component via traditional brokerage accounts.

The UK is one of the world's most important financial markets, and these approvals broaden the Company's ability to serve UK retail investors with transparent, exchange-listed products that provide straightforward exposure to the evolving digital asset economy.

DEFT Valour Investment Opportunity Index

On February 9, 2026, the Company announced the launch of the DEFT Valour Investment Opportunity ("DVIO") Index, an institutional grade benchmark that tracks how regulated investor capital is allocated across digital assets using real flows from Valour's ETP platform. The DVIO Index is designed to deliver higher "signal quality" than typical crypto data by relying on consistent, regulated product structure and execution, with weekly updates to reflect changes in AUM and flow across the top 50 assets in Valour's ecosystem. Beyond benchmarking, DVIO is positioned as a broader insights and commercial platform, power recurring analytics (weekly/monthly reports, sentiment and altcoin barometers, watchlist signals) and future licensing/index-linked products and tools.

Partnership with MERGE and update on LATAM initiatives

On February 6, 2026, the Company announced its partnership with MERGE to host the DeFi Technologies Insights Symposium in Sao Paolo on March 16, 2026 as part of Latin America's leading crypto/fintech conferences.

Brazil is a core market for both DeFi and Valour, reflecting the country's growing importance in global capital markets and digital asset adoption. In December 2025, Valour expanded into Brazil by launching a suite of digital asset ETPs listed on B3, alongside Brazilian Depositary Receipts (BDRs) representing DeFi's publicly listed shares. The products include DEFT31 (BDRs representing DeFi's Nasdaq-listed DEFT shares), BTCV (Valour Bitcoin), ETHV (Valour Ethereum), XRPV (Valour Ripple), VSOL (Valour Solana), and VSUI (Valour Sui). These products provide Brazilian investors with BRL denominated locally listed exposure to both DeF's equity and leading digital assets through the same brokerage and custody infrastructure used for equities and ETFs.

This expansion into Brazil marked a significant milestone for Valour, representing its first market entry outside Europe and establishing a foundation for broader growth across Latin America. Hosting the DeFi Technologies Insights Symposium in São Paulo builds on this momentum and underscores a long-term commitment to engaging Brazilian institutional investors, regulators, and market participants.

Investors can review the full list of the Company's ETP products on its website at https://www.valour.com.

Valour's Top ETPs by AUM

Valour's AUM on March 31, 2026 was $444.3 million. Average AUM for Q1 2026 was $533.6 million falling from $728.3 million in Q4 2025 and $789 million in Q1 2025 comparative quarter. The lower AUM is due mainly to crypto price declines and due to a small $0.7 million net outflow for the Q1 2026 (the Company had a $1.7 million cash outflow offset by $1 million crypto funded ETP inflow - IFRS does not allow the two amounts to be netted in the cash flow statement). Q1 2026 was very challenging for global market conditions as war in Iran and the resultant significant increase in energy prices drove a broad risk off environment across asset classes. Cryptocurrency prices fell as part of the risk-off environment with Bitcoin ("BTC") falling approximately down 23% and Ethereum ("ETH") approximately 35%. The altcoins in general fell more than Bitcoin.

As of March 31, 2026, Valour's ETPs with the highest AUM were:

  • VALOUR BTC: $159,717,931
  • VALOUR SOL: $106,617,292
  • VALOUR ETH: $42,960,901
  • VALOUR XRP: $27,230,994
  • VALOUR ADA: $16,321,278
  • VALOUR SUI: $14,864,280

A chart showing the development of the Company's AUM is below:



Update on Portfolio Company Canada Stablecorp Inc. ("Stablecorp")

On February 4, 2026, the Company announced that VersaBank will act as custodian for Stablecorp's QCAD Digital Trust, strengthening the institutional and regulatory-grade infrastructure behind QCAD, Canada's first compliant CAD stablecoin. The agreement is designed to support scaled adoption of tokenized Canadian dollars, with VersaBank earning custody fees based on assets held and a spread on QCAD deposits, highlighting custody as a long-term growth revenue stream. For DeFi, this is another validation

point for its Stablecorp investment and QCAD strategy, reinforcing plans to expand QCAD-linked products, deepen liquidity and market access, and support long term security as usage grows.

Strengthening the Management Team Corporate General Counsel Change

On February 27, 2026, the Company announced the appointment of Philippe Lucet as General Counsel and Corporate Secretary of DeFi replacing Mr. Kenny Choi. Mr. Lucet previously served as General Counsel of Valour and now oversees DeFi's legal, corporate governance and regulatory affairs. Before joining Valour, Mr. Lucet served as Group General Counsel at a global IT company headquartered in Geneva, where he oversaw all legal, regulatory, and compliance matters for the group. Previously, he was Vice President and General Counsel for R&D and Intellectual Property at Nestlé's global headquarters, leading a team responsible for patents, trademarks, digital, legal R&D, and health science worldwide. Prior to Nestlé, Mr. Lucet was Lead Counsel at Richemont, the Swiss based global luxury group, and an attorney at law at Salans/Dentons, specializing in corporate law, investments, innovation, and intellectual property. Mr. Lucet holds a Master's in International Affairs (Finance and Banking) from Columbia University, and a Master of Laws from Stanford University.

New Chief Revenue Officer

On April 1, 2026, the Company announced the appointment of Mr. Jacob Lindberg as Chief Revenue Officer of Valour where he will lead commercial strategy across the Nordics and broader European markets to support platform growth, institutional partnerships, and regional expansion. Mr. Lindberg is the founder and former CEO of Vinter, a regulated crypto index provider later acquired by Kaiko, and has experience developing index methodologies behind several notable digital asset investment products listed across major European exchanges. Under his leadership, Vinter's indexes underpinned financial products listed on major exchanges, including Nasdaq, the London Stock Exchange, Deutsche Börse Xetra, Spotlight, and the SIX Swiss Exchange. In 2024, Vinter was acquired by Kaiko, a financial data infrastructure company. During his time at Vinter, Mr. Lindberg raised a US$3.4 million seed round at a valuation of more than US$20 million, led by Octopus Ventures, and grew the business into an index provider serving many of the world's largest crypto asset managers. He was also named to the Forbes 30 Under 30 list in 2022. Mr. Lindberg has developed methodologies behind several pioneering index products in the digital asset sector, including the first Bitcoin & Gold index ETP, the first crypto momentum-factor index ETP, and VDAB10, the first capped market-cap crypto index.

Mr. Lindberg joins Valour at an important stage in its evolution as DeFi broadens its platform beyond listed ETPs into a wider suite of institutional fund structures and capital markets products. In addition to expanding its ETP footprint across Europe, the Company is developing products designed to meet growing demand from professional and institutional investors, including UCITS-style fund structures, actively managed certificates ("AMCs"), hedge fund, fund-of-funds strategies, and other institutional vehicles intended to broaden distribution and create more durable, diversified assets under management.

Nasdaq Notification Letter Regarding Minimum Bid Price Deficiency

On March 6, 2026, the Company announced it has received a notice from Nasdaq, dated March 5, 2026, notifying the Company that the minimum bid price per share of its common shares was below $1.00 for a period of 30 consecutive business days as of March 4, 2026 and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Rule") to maintain a minimum bid price of $1.00 per share.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until September 1, 2026, to regain compliance with the Minimum Bid Price Rule. To regain compliance, the closing bid price of the Company's common shares must be at least $1.00 per common share for a minimum of ten consecutive business days (though Nasdaq staff may, in their discretion, extend this to generally up to 20 consecutive business days). If at any time during this 180-day period the closing bid price per share of the Company's common shares is at least $1.00 for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and the matter will be closed.

In the event the Company does not regain compliance by September 1, 2026, the Company may be eligible for an additional 180-calendar-day compliance period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the Minimum Bid Price Rule, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. If the Company is not eligible for the second compliance period or Nasdaq staff concludes that the Company will not be able to cure the deficiency during the second compliance period, Nasdaq will provide written notice to the Company that the Company's common shares will be subject to delisting. In the event of such notification, the Company may appeal Nasdaq's determination to delist its common shares, but there can be no assurance that Nasdaq would grant the Company's request for continued listing.

Outlook

DeFi continues to attempt to strengthen its position as a leading provider of regulated digital asset investment products, with 102 ETPs listed across major global exchanges. Through its asset management platform, Valour, the Company remains focused on expanding investor access to secure, transparent, and compliant digital asset exposure.

The Company is increasingly differentiated by its vertically integrated business model, which combines asset management, product issuance, and institutional trading infrastructure. This includes Stillman Digital, the Company's institutional trading and liquidity platform, which complements Valour's ETP business by providing execution, liquidity, and market infrastructure capabilities across digital asset markets. Together, these components enable DeFi Technologies to capture value across multiple points in the investment lifecycle.

This integrated approach continues to drive improving profitability and operating efficiency. The Company benefits from diversified and scalable revenue streams, including management fees, staking income, and trading and market-making activities across its platform. The addition of institutional trading capabilities through Stillman Digital further enhances monetization opportunities, contributing to margin expansion and reducing reliance on any single revenue source.

DeFi Technologies is executing on a strategy centered on the convergence of traditional capital markets and decentralized finance. By bridging these ecosystems, the Company is building a comprehensive platform designed to support more efficient capital formation, improved liquidity, and broader investor participation in digital assets. This positioning is expected to support long-term growth as institutional and retail adoption continues to evolve.

The Company continues to expand its global footprint, advancing distribution across regulated markets including the London Stock Exchange and SIX Swiss Exchange, while establishing a strategic presence in Brazil through listings on B3. These initiatives enhance access to new investor segments and support sustained growth in assets under management and net inflows.

Looking ahead, DeFi is focused on the development of next-generation investment products tailored to institutional investors. These include UCITS-type fund structures, actively managed certificates, hedge funds, and fund-of-funds strategies. Such products are intended to broaden distribution, deepen liquidity, and improve the durability of AUM over time.

In parallel, the Company is advancing internally developed initiatives aimed at increasing efficiency, lowering costs, and enhancing the overall value proposition of its platform. These efforts are expected to further strengthen operating leverage and support continued margin expansion.

DeFi Technologies also maintains a disciplined approach to capital allocation by evaluating adjacent businesses and strategic investments that can generate non-AUM-driven revenue streams and perform across market cycles. This includes investments in digital asset infrastructure, such as Stablecorp and Continental Stablecoin, which align with the Company's broader strategy of building a comprehensive financial ecosystem.

Overall, DeFi believes it is well positioned for continued growth, supported by a scalable and vertically integrated platform, expanding global distribution, diversified revenue streams, and a strong balance sheet that enables proactive investment in strategic opportunities.

Digital Assets, Digital assets loaned and Digital assets Staked

As at March 31, 2026, the Company's digital assets had a fair value of $381,352,048 (December 31, 2025

- $ 515,586,931). Digital currencies are recorded at their fair value on the date they are acquired and are revalued to their current market value at each reporting date. Fair value is determined by taking the midpoint price at 17:30 CET from Kraken, Bitfinex, Binance, Coinbase, Bitstamp, Bybit OKX, Vinter, Compass and Gate.IO and other exchanges consistent with the final terms for each ETP. Fair value for Mobilecoin, Shyft, Blocto, Maps, Oxygen, Boba Network, Saffron.finance, Clover, Sovryn, Wilder World, Pyth and Volmex is determined by taking the last closing price for the day (UTC time) from https://www.coinmarketcap.com.



In addition to the above noted digital assets, the Company had the following equity investments at fair value through profit and loss ("FVTPL") at the dates indicated. See Note 7 of the Interim Financial Statements for the three months ended March 31, 2026 for further details.





The following table sets out the Company's digital assets as at the dates indicated:



The below table sets out the continuity of digital assets for the periods ended March 31, 2026 and December 31, 2025 are as follows:



Digital assets held by counterparty as at March 31, 2026 and December 31, 2025 were as follows:



Digital Assets held by lenders

The Company and Genesis Global Capital LLC ("Genesis") entered into that certain master loan agreement (the "MLA"). Pursuant to the MLA and the loan term sheet dated September 9, 2022 (the "Term Sheet"), Genesis loaned

$6,000,000 to Valour as an open term loan (the "Loan"). As collateral for the Loan, Valour initially posted 362 BTC with Genesis, which was later increased to 475 BTC (the "Collateral").

On January 19, 2023, Genesis and its group of companies filed for bankruptcy protection in the U.S. pursuant to a 'Chapter 11' bankruptcy filing under the U.S. Bankruptcy Code and listed the Company as a creditor.

On June 26, 2024, the Court entered an order (the "Order") granting motion for relief from stay and allowing Genesis to exercise set off rights permitting the parties to set off any Company obligations ($6,000,000 loan plus interest) with corresponding Genesis obligations (475 BTC). According to the exhibit attached to the Order, the Company owed Genesis $5,990,953.70 in principal and $109,644 in interest against collateral of 475 BTC valued at $10,018,691, resulting in a claim by the Company against Genesis in the amount of $3,909,047 or 185.3 BTC. It was then agreed that the parties could set off leaving the Company with $3.9 million which amounted to 185.3 BTC.

By the end of 2025, the Company had already received 115.62 BTC. Since DeFi and Valour previously received

1.7 BTC in October 2025, the outstanding balance is 67.98 BTC. Accordingly, the Company expects to receive up to

67.98 BTC in the future.

The Collateral and the amount payable under the Loan were previously recorded gross on the statement of financial position at $6,100,598 and $6,100,598, respectively, with the Collateral being written down to the value of the loan payable. After the approval of the motion on June 26, 2024, the Company obtained the legally enforceable right to set off the Collateral against the amount payable under the Loan. As a result, the Company has netted the asset and liability on the statement of financial position, reducing both the Company's Collateral and the amount payable under the Loan by $6,100,598, which represents the principal amount of the Loan plus interest.

Following the court approved set-off, the remaining exposure for the Loan is 67.98 BTC. Considering Genesis' low credit quality due to its bankruptcy, the Company has applied a loss rate approach of 75% to calculate it's expected credit loss on the BTC held by Genesis based on management's best estimate. The expected credit loss of $3,410,686 on these 67.98 BTC has been recorded under realized and net change in unrealized (loss) gain on digital assets in the Interim Financial Statements.

As of March 31, 2026, digital assets held by lenders as collateral consisted of the following:



As of December 31, 2025, digital assets held by lenders as collateral consisted of the following:



As at December 31, 2025, the 67.9793 Bitcoin held by Genesis as collateral against the Loan has been written down to $1,492,892, the fair value of the Loan and interest thereon.

In the normal course of business, the Company enters into open-ended lending arrangements with certain financial institutions, whereby the Company loans certain fiat and digital assets in exchange for interest income. The Company can demand the repayment of the loans and accrued interest at any time. The digital assets on loan are included in digital assets balances above.

Digital Assets loaned

As of March 31, 2026, the Company loaned select digital assets to borrowers at annual rates ranging from approximately 1.98% to 12% and accrued interest on a monthly basis. The digital assets on loan are measured at fair value through profit and loss.

As of December 31, 2025, the Company has loaned select digital assets to borrowers at annual rates ranging from approximately 1.98% to 12% and accrued interest on a monthly basis. The digital assets on loan are measured at fair value through profit and loss.

As at March 31, 2026, digital assets on loan consisted of the following:



The digital assets loaned as at March 31, 2026, were are classified as follows:



As of December 31, 2025, digital assets on loan consisted of the following:

Number of coins

on loan

Fair Value

Fair Value Share

Bitcoin (BTC)

420.0000

36,894,425

31%

Ethereum (ETH)

8,000.0000

23,879,570

20%

Solana (SOL)

326,500.0000

40,661,634

34%

SUI (SUI)

18,737,981.0000

18,652,141

16%

Total

19,072,901.0000

120,087,770

100%

The digital assets loaned as of December 31, 2025, are classified as follows:

Number of coins

on loan

Fair Value

Current

Bitcoin (BTC)

420.0000

36,894,425

Ethereum (ETH)

8,000.0000

23,879,570

Solana (SOL)

130,000.0000

16,189,931

SUI (SUI)

10,409,989.4444

10,362,301

Total current digital assets on loan

10,548,409.4444

87,326,227

Long-Term

Solana (SOL)

196,500.0000

24,471,703

SUI (SUI)

8,327,991.5556

8,289,840

Total long-term digital assets on loan

8,524,491.5556

32,761,543

Total

19,072,901.0000

120,087,770

As at March 31, 2026, the digital assets on loan to significant borrowing counterparties were as follows:

Interest rates

Number of coins

on loan

Fair Value

Geography

Fair Value Share

Counterparty A

1.7% - 12%

311,047.9041

80,338,312

Grand Cayman

49%

Counterparty F

1.5% - 3.5%

19,068,119.0783

20,404,229

UAE

13%

Counterparty H

3.75% - 4.5%

6,120.0000

20,381,209

Switzerland

13%

Counterparty J

0.5% - 12%

114,404,632.7045

41,834,504

United States

26%

Total

133,789,919.6868

162,958,254

100%

Current

Counterparty A

179,047.9041

69,748,359

Grand Cayman

43%

Counterparty F

10,740,127.5227

15,051,299

UAE

9%

Counterparty H

6,120.0000

20,381,209

Switzerland

13%

Counterparty J

114,404,632.7045

41,834,504

United States

26%

Total current digital assets on loan

125,329,928.1313

147,015,371

91%

Long-term

Counterparty A

132,000.0000

10,589,953

Grand Cayman

6%

Counterparty F

8,327,991.5556

5,352,930

UAE

3%

Total long-term digital assets on loan

8,459,991.5556

15,942,883

9%

Total loaned digital assets

133,789,919.6868

162,958,254

100%

As at December 31, 2025, the digital assets on loan to significant borrowing counterparties were as follows:

Interest rates

Number of coins

on loan

Fair Value

Geography

Fair Value Share

Counterparty A

12%

326,500.0000

40,661,634

Grand Cayman

34%

Counterparty F

1.94% - 4.75%

18,739,981.0000

24,622,033

UAE

21%

Counterparty H

3.75% - 4.5%

6,420.0000

54,804,103

Switzerland

46%

Total

19,072,901.0000

120,087,770

100%

Current

Counterparty A

130,000.0000

16,189,931

Grand Cayman

13%

Counterparty F

10,411,989.4444

16,332,193

UAE

14%

Counterparty H

6,420.0000

54,804,103

Switzerland

46%

Total current digital assets on loan

10,548,409.4444

87,326,227

73%

Long-term

Counterparty A

196,500.0000

24,471,703

Grand Cayman

20%

Counterparty F

8,327,991.5556

8,289,840

UAE

7%

Total long-term digital assets on loan

8,524,491.5556

32,761,543

27%

Total loaned digital assets

19,072,901.0000

120,087,770

100%

The Company's digital assets on loan are exposed to credit risk. The Company limits its credit risk by placing its digital assets on loan with high credit quality financial institutions that have sufficient capital to meet their obligations as they come due and on which the Company has performed internal due diligence procedures. The Company's due diligence procedures may include, but are not limited to, review of the financial position of the borrower, review of the internal control practices and procedures of the borrower, review of market information, and monitoring the Company's risk exposure thresholds. Digital asset loan receivables are assessed for expected credit losses under IFRS 9 using a loss-rate approach. Counterparty A is subject to a 1% Stage 1 expected credit loss, driven by the recall penalty. The

$106,966 Expected Credit Loss ("ECL") on these coins has been expensed to bad debt expense. Counterparty H is not subject to any expected credit loss due to its recallability without penalty. The Company does not hold any collateral or other credit enhancements related to these loans.

The fair value of the SUI digital assets on loan include a discount for lack of marketability since the SUI coins are locked and not freely transferrable as at March 31, 2026. These coins unlock intermittently through April 2028. The DLOM (as defined below) was determined using the Finerty model. The model works by treating this loss of marketability as the equivalent of a European put option, which provides protection against price declines during the period the assets cannot be sold. By estimating the value of such a hypothetical put option, based on factors like the underlying stock price, volatility, risk-free rate, and expected holding period. No separate ECL was recorded for the SUI digital assets as management feels that any relevant default risk is captured in the fair value assumptions of the digital assets. The SUI digital assets are considered a level 3 in the financial instrument hierarchy, see note 23 in the Interim Financial Statements for more information on financial instrument hierarchy in the table below.

Borrower

Asset

Quantity

Current

Non-current

Gross Total

ECL

Net Total

Counterparty A

BTC

500.3493

33,471,636

-

33,471,636

-

33,471,636

Counterparty F

BTC

60.0775

4,018,977

-

4,018,977

-

4,018,977

Counterparty H

BTC

120.0000

8,027,584

-

8,027,584

-

8,027,584

Counterparty A

ETH

11,025.6918

22,701,210

-

22,701,210

-

22,701,210

Counterparty F

ETH

2,006.0278

4,130,286

-

4,130,286

-

4,130,286

Counterparty H

ETH

6,000.0000

12,353,625

-

12,353,625

-

12,353,625

Counterparty A

SOL

299,521.8630

13,682,479

10,589,953

24,272,432

(106,966)

24,165,466

Counterparty F

SUI

19,066,052.9730

6,902,036

5,352,930

12,254,966

-

12,254,966

Counterparty J

XRP

12,005,833.3333

15,874,113

-

15,874,113

-

15,874,113

Counterparty J

TAO

19,081.8056

5,795,099

-

5,795,099

-

5,795,099

Counterparty J

HBAR

48,620,925.0000

4,103,606

-

4,103,606

-

4,103,606

Counterparty J

RNDR

1,613,777.7778

2,745,682

-

2,745,682

-

2,745,682

Counterparty J

AVAX

189,976.5000

1,670,900

-

1,670,900

-

1,670,900

Counterparty J

ICP

613,151.6667

1,390,628

-

1,390,628

-

1,390,628

Counterparty J

NEAR

1,151,954.2222

1,362,762

-

1,362,762

-

1,362,762

Counterparty J

UNI

362,623.4444

1,281,149

-

1,281,149

-

1,281,149

Counterparty J

VIRTUAL

1,650,483.6667

1,057,300

-

1,057,300

-

1,057,300

Counterparty J

FET

4,445,466.6667

1,016,678

-

1,016,678

-

1,016,678

Counterparty J

INJ

301,291.6667

862,357

-

862,357

-

862,357

Counterparty J

CRV

3,561,122.5000

754,602

-

754,602

-

754,602

Counterparty J

KAS

22,821,137.7778

725,712

-

725,712

-

725,712

Counterparty J

AERO

2,017,635.6667

634,143

-

634,143

-

634,143

Counterparty J

XLM

3,401,765.2500

561,972

-

561,972

-

561,972

Counterparty J

ONDO

1,824,800.0000

483,207

-

483,207

-

483,207

Counterparty J

JUP

2,733,558.0556

422,061

-

422,061

-

422,061

Counterparty J

APT

470,820.3211

413,945

-

413,945

-

413,945

Counterparty J

AAVE

3,906.7167

378,233

-

378,233

-

378,233

Counterparty J

PYTH

4,587,486.6667

177,077

-

177,077

-

177,077

Counterparty J

RUNE

253,302.0000

102,207

-

102,207

-

102,207

Counterparty J

MANTRA

1,748,438.6667

19,408

-

19,408

-

19,408

Counterparty J

WLD

6,093.3333

1,663

-

1,663

-

1,663

147,122,337

15,942,883

163,065,220

(106,966)

162,958,254

As of March 31, 2026, the Company has staked select digital assets with counterparties at annual rates ranging from approximately 1.24% to 14.93% and accrues rewards as they are earned. The digital assets staked are measured at fair value through profit and loss. As of December 31, 2025, the Company has staked select digital assets to borrowers at annual rates ranging from approximately 1.24% to 14.93% and accrue rewards as they are earned. The digital assets staked are measured at fair value through profit and loss.

As of March 31, 2026, digital assets staked consisted of the following:

Number of coins

staked

Fair Value

Fair Value Share

Ethereum (ETH)

131.5212

271,259

1%

Cardano (ADA)

63,436,300.2255

15,192,994

60%

Core (CORE)

12,378,621.1000

344,126

1%

Polkadot (DOT)

2,639,590.7763

3,312,950

13%

Solana (SOL)

0.5094

41

0%

Hyperliquid (HYPE)

34,541.6731

1,247,127

5%

Hedera (HBAR)

33,768,770.3520

2,878,618

11%

Internet Computer (ICP)

985,506.1455

2,251,882

9%

Total

113,243,462.3030

25,498,997

100%

As of December 31, 2025, digital assets staked consisted of the following:

Number of coins

staked

Fair Value

Fair Value Share

Ethereum (ETH)

128.0536

376,190

1%

Bitcoin (BTC)

300.0000

26,747,151

69%

Cardano (ADA)

43,639.3760

15,470

0%

Core (CORE)

12,017,441.5404

1,325,524

3%

Polkadot (DOT)

2,595,690.3230

4,762,573

12%

Solana (SOL)

0.5094

64

0%

Hyperliquid (HYPE)

25,600.4618

662,417

2%

Hedera (HBAR)

22,663,998.5645

2,463,577

6%

Internet Computer (ICP)

970,082.8229

2,633,775

7%

Total

38,316,881.6517

38,986,741

100%

As of March 31, 2026, the digital assets staked by significant borrowing counterparty were as follows:

Interest rates

Number of coins

staked

Fair Value

Geography

Fair Value Share

Counterparty H

0.31% - 6.35%

100,690,236.5416

23,799,371

Switzerland

93%

Counterparty M

2.11%

35.4770

73,045

United States

0%

Self custody

1.52% - 11.83%

12,553,190.2844

1,626,581

Switzerland

6%

Total

113,243,462.3030

25,498,997

100%

As of December 31, 2025, the digital assets staked by significant borrowing counterparty were as follows:

Interest rates

Number of coins

staked

Fair Value

Geography

Fair Value Share

Counterparty H

2.76% - 7.67%

23,634,179.8442

5,097,352

Switzerland

13%

Counterparty M

2.87%

32.0023

95,663

United States

0%

Self custody

2.3% - 14.28%

14,682,669.8053

33,793,726

Switzerland

87%

Total

38,316,881.6517

38,986,741

100%

The Company's digital assets staked are exposed to market risk, liquidity risk, lockup duration risk, loss or theft of assets and return duration risk. These risks include:

  1. Ethereum and Polkadot staking exposes the Company to an unbonding period liquidity restriction (approximately 28 days), during which time the tokens remain locked and do not earn rewards once unbounding has commenced.

  2. Polkadot, CORE and Hype staking may expose the Company to validator misconduct risk

  3. Bitcoin staking involves timelock risk, such that the coins are locked until expiry of the timelock and require a redemption transaction after expiry.

  4. BTC staking is described by the protocol as self-custodied with no wrapping, bridging or smart contract exposure.

The Company places allocation limits by counterparty and only deals with high credit quality financial institutions that are believed to have sufficient capital to meet their obligations as they come due and on which the Company has performed internal due diligence procedures. The Company's due diligence procedures may include, but are not limited to, review of the financial position of the counterparty, review of the internal control practices and procedures of the counterparty, review of market information, and monitoring the Company's risk exposure thresholds. As of the date hereof, the Company does not expect a material loss on any of its digital assets staked. While the Company intends to only transact with counterparties that it believes meet the Company staking policy criteria, there can be no assurance that a counterparty will not default and that the Company will not sustain a material loss on a transaction as a result.

EQUITY INVESTMENTS IN DIGITAL ASSETS FUNDS AT FAIR VALUE THROUGH PROFIT AND LOSS March 31, 2026 Current Long Term Total Ǫuantity Amount Ǫuantity Amount Ǫuantity Amount

Fund A - Solana (SOL)

195,556.0745

$ 13,327,426

174,657.4221

$ 11,903,153

370,213.4966

$ 25,230,579

Fund A - Avalanche (AVAX)

494,346.2754

$ 3,738,566

125,386.9082

$ 948,257

619,733.1836

$ 4,686,823

$ 17,065,992

$ 12,851,410

$ 29,917,402

Fund B - Solana (SOL)

349,667.2000

$ 23,841,160

225,778.8000

$ 15,394,148

575,446.0000

$ 39,235,308

Fund B - USD

$ 15,965,180

$ -

$ 15,965,180

$ 39,806,340

$ 15,394,148

$ 55,200,488

Total

$ 56,872,332

$ 28,245,558

$ 85,117,890

December 31, 2025 Current Long Term Total

Ǫuantity

Amount

Ǫuantity

Amount

Ǫuantity

Amount

Fund A - Solana (SOL)

192,949.9577

$ 19,860,832

220,396.5353

$ 22,685,979

413,346.4930

$ 42,546,811

Fund A - Avalanche (AVAX)

503,720.0812

$ 5,253,822

232,861.4009

$ 2,428,755

736,581.4821

$ 7,682,577

$ 25,114,654

$ 25,114,734

$ 50,229,388

Fund B - Solana (SOL)

470,185.9000

$ 50,297,302

294,049.0000

$ 31,455,370

764,234.9000

$ 81,752,672

$ 50,297,302

$ 31,455,370

$ 81,752,672

Total

$ 75,411,956

$ 56,570,104

$ 131,982,060

Fund A

During the year ended December 31, 2024, the Company through a subsidiary, invested $61,741,683 in three tranches of a private investment fund ("Fund A") designed to acquire Solana and Avalanche tokens from a bankrupt company. The Company's investment represents the acquisition by Fund A of 491,249 Solana at $105 per Solana and 931,446 Avalanche at $11 per Avalanche.

The Solana acquired by Fund A is locked and staked, earning staking rewards during the lock period. Staking rewards will accrue while Solana is locked and will become distributable on the same unlocking schedule as the Solana. The Solana will be released by Fund A in monthly increments from January 2025 through January 2028.

The Avalanche acquired by Fund A is locked and staked, earning staking rewards during the lock period. Staking rewards will accrue while Avalanche is locked and will become distributable on the same unlocking schedule as the Avalanche.

The Avalanche will be released by Fund A in weekly increments starting July 10, 2025 and continuing through July 1, 2027.

The investments in the investment fund were initially recognized based on the latest available net asset value as determined by the investment fund's administrator less an applicable DLOM. The values of the

investments were remeasured based on quarterly valuation reports provided by the investment fund administrator less an applicable DLOM.

Fund B

During the year ended December 31, 2024, the Company invested through a subsidiary, $112,072,453 in two tranches of limited partnership units of a private investment fund ("Fund B" and together with Fund A the "Equity Investments in Digital Assets") designed to acquire Solana tokens from a bankrupt company.

The Company's investment represents the acquisition by Fund B of 1,123,360 Solana at $100 per Solana. The Solana acquired by Fund B is locked and staked, earning staking rewards during the lock period and thereafter until such Solana is sold by the fund manager or an in-kind distribution to the limited partners of the fund. Staking rewards will accrue while Solana is locked and will become distributable on the same unlocking schedule as the Solana. Approximately 25% of the Solana were unlocked in March 2025, while the remaining 75% of the Solana will be unlocked linearly monthly until January 2028. The Company received a distribution of $71,685,819 in July 2025 from Fund B.

The investments in Fund B were initially recognized based on the latest available net asset value as determined by Fund B's administrator less an applicable DLOM. The values of the investments were remeasured based on quarterly valuation reports provided by Fund B's administrator less an applicable DLOM.

The continuity of Equity Investments in Digital Assets for the periods ended March 31, 2026 and December 31, 2025 were as follows:



Third Party Exchanges, Custodians and Funds

As of March 31, 2026, the Company used the following third-party exchanges and custodians and in the ordinary course of business:

Exchange

Location

Binance

Cayman Islands

B2C2 Overseas LTD

Cayman Islands

Bitcoin Suisse AG

Switzerland

OKX

Seychelles

Kraken

United States

Wintermute

United Kingdom

Coinbase

United States

Laser Digital

Switzerland

Custodian

Anchorage Digital

United States

Bitgo Trust

United States

Copper

Switzerland

Each of the custodians and exchanges have not appointed a sub-custodian to hold crypto assets owned by the Company. The custodian and exchanges hold and safeguard the digital assets deposited by the Company and its subsidiaries. The custodians and exchanges also offer lending and staking services. The custodians and exchanges are not Canadian financial institutions. None of the custodians and exchanges are related parties of the Company.

Each custodian maintains general commercial insurance on its own behalf, but the Company and other clients of such custodians are not named insured under such policies. The Company is not aware of any security breaches or similar incidents at the custodians. The Company believes that any event of insolvency or bankruptcy of a custodian would be treated in accordance with the insolvency or bankruptcy laws of the applicable jurisdiction of such custodian.

As of March 31, 2026, the breakdown of digital assets deposited with each of the custodians, or exchanges as a percentage of total digital assets custodied by the Company and its subsidiaries was as follows:

Custodian

Location

% of digital assets custodied by market value

Regulatory Body

Binance

Cayman

Islands

43%

Cayman Islands Monetary

Authority (CIMA)

B2C2 Overseas LTD

Cayman Islands

25.4%

Cayman Islands Monetary Authority (CIMA)

Kraken

United

States

0.2%

Office of Comptroller of Currency

Laser Digital

Switzerland

5.4%

Financial Services Standards

Association (VQF). Zug. Switzerland

Copper

Switzerland

12%

Financial Services Standards

Association (VQF). Zug. Switzerland

Bitgo Trust

United States

0%

South Dakota Division of Banking and Money Services Business (MSB) with Financial Crimes Enforcement Network (FinCEN)

Others

11.6%

Anchorage, Wintermute, Bitcoin

Suisse, Coinbase (Deribit), Genesis, Galaxy

Self Custody

2.4%

Total

100%

Valour conducts diligence and reviews counterparty risk in accordance with the following principles:

  • Valour shall strive to spread counterparty risk between several counterparties, where relevant and practical.

  • In relevant situations and as far as possible, counterparty (and settlement) risk shall be mitigated by conducting transactions in well-established settlement systems based on the principles of delivery versus payment or payment versus payment.

  • The below methodology is to be applied when proposing and selecting counterparties and when granting limits on counterparty risk score.

  • The counterparties are reviewed in regular intervals and re-evaluated.

  • In case of significant events such as negative news or credit events, Valour can decide to close the business relationship with a counterparty irrespective of the review cycle.

  • Valour manages a counterparty scorecard and captures, assesses and monitors the below information.

  1. Contact information

    The name, the website and contact person at the exchange/counterparty, as well as the responsible onboarding owner on Valour side.

  2. Current status

    The current status of the relationship, the connection type, as well as the services, products and currency pairs used on the respective exchange/counterparty have to be documented and kept up to date

  3. Country of registration and regulation

    The country in which the exchange/counterparty is registered must be documented. In addition, all countries in which the exchange/counterparty holds a regulatory license have to be assessed and documented by stating the license number (if applicable).

  4. Country risk

    The country of registration as well as the country/-ies of regulation are evaluated by using the country risk matrix. The country risk matrix considers the Financial Action Task Force ("FATF") (and equivalent) country evaluation, the Transparency.org Corruption Perception Index (CPI) as well as the VQF SRO (a Swiss Self-Regulatory Organization operating under the Swiss Anti-Money Laundering Act) country risk recommendations.

  5. Adverse media search

    An adverse media search is being conducted. For example, information about an exchange having been hacked in the past or any news about a negative reputation, regulatory breaches etc. are documented.

  6. Public exchange scores

    Publicly available information and risk scores from data sources such as Coinmarketcap and Coingecko are being collected and documented.

  7. Information security certification

    The exchange/counterparty information security certification status is assessed. Information about the possession of certifications such as AICPA SOC 1, SOC 2 Type I and SOC 2 Type II as well as ISO 27001 are documented.

  8. Insurance coverage

    Information about insurance protection and regulatory status in terms of investor protection are assessed and documented.

  9. Proof of reserves

    It is being checked if the exchange/counterparty has made the public wallet addresses of its cold and hot storage publicly available or if any other cryptographic means of verification of the reserves held in custody are either publicly available or have been audited.

  10. Risk evaluation

    The risk score is evaluated on a scale of 1 to 5, with 1 being the lowest risk and 5 being the highest risk. Based on the information collected in the scorecard, with a focus on regulatory licences, a risk score is calculated and documented for each exchange or counterparty. By carefully evaluating the risk score, we can ensure that we are making responsible business decisions and protecting our customers and stakeholders.

  11. Business justification and restrictions

    In cases where an exchange or counterparty presents increased risks, a business justification must be provided. We must carefully consider the potential exposure and take appropriate measures to limit it through restrictions, thresholds, or other means. Any decision to establish a business relationship with an exchange or counterparty with increased risks must be approved by the board.

  12. Recurring review schedule

    The review date and review frequency of all exchanges/counterparties are documented and tracked in the scorecard. A review once a year is set as the default standard, however, an ad-hoc review has to be considered in case of any event that may result in any of the assessment criteria being changed.

  13. Account closure

    If the exchange or counterparty has been identified with an increased risk, such as a risk score of 4 or 5, Valour will determine if it is necessary to end the business relationship. This decision is based on the potential exposure and the potential impact on the business and stakeholders.

    If it is determined that the business relationship should be terminated, a plan for closing the relationship in a controlled and orderly manner is developed. This may include transferring outstanding transactions, closing accounts, and ensuring that all necessary documents and records are properly transferred or retained. The decision to close the business relationship is communicated to the exchange or counterparty and a timeline for the closure is provided. Once the business relationship has been successfully terminated, the counterparty scorecard is updated in order to reflect the closure.

    By following this process, we can ensure that we are taking a responsible and proactive approach to closing business relationships with risky counterparties. This can help protect our customers and stakeholders and maintain the integrity of our business operations.

    Self-Custody of Digital Assets

    At March 31, 2026, the Company had self-custody of digital assets totaling $9,266,773 (December 31, 2025

    - $47,648,847).

    The Company maintains controls around the hot and cold wallets with only certain senior management having access to the accounts, passwords and seed phases. All copies of passwords and seed phases are secured and partitioned with certain senior management. Duplicate partial copies of the passwords and seed phases are accessible by a minimum of two members of senior management in different secure locations.

    Staking and Lending Policy

    It is Valour's policy to hedge 100% of the market risk, subject to allowing a US$2 million maximum unhedged exposure as a trading buffer. Valour purchases and sells the digital assets which its ETPs track. Valour may lend or stake such digital assets on its balance sheet to generate revenue in accordance with the policies in the product prospectus. Lending or staking transactions are only conducted with institutional-grade counterparties and only up to a certain percentage for risk management purposes in accordance with Valour's lending and staking policy (the "Lending and Staking Policy"), which is reviewed and approved by Valour's board of directors. The Lending and Staking activities undertaken by Fund A and Fund B in respect of the Company's Equity Investments in Digital Assets are not subject to the Lending and Staking Policy and the Company has no control over how Fund A and Fund B lend and stake digital assets.

    When deciding whether to lend or stake a particular asset, the Lending and Staking Policy provides that the decision will initially be made based on the risk profile of the potential counterparties, then the highest yield available, then prioritizing staking over lending.

    The Lending and Staking Policy provides the following limits for lending and staking of digital assets:

    Digital Asset

    Lending and staking limits

    Bitcoin, Ethereum, Solana, Avalanche

    Up to 75% of unrestricted tokens may be lent on

    open terms to eligible counterparties, 50% of tokens may be lent on terms up to six months.

    100% of tokens may be staked

    All other Digital Assets

    Up to 75% of unrestricted tokens may be lent on

    open terms to eligible counterparties, 50% of tokens may be lent on terms up to six months.

    If total AUM is greater than US$5 million, up to 95% may be staked, else 75% may be staked

    The Company's typical lending arrangements have terms as follows:

    1. which party has legal title

      The lender authorizes the counterparty e.g., Anchorage to draw down lent assets. Typically, the counterparty / borrower is then permitted to use Client's Designated Assets for any lawful purpose.

    2. the status of the assets in the event of insolvency of the borrower

      The lender shall have full recourse to counterparty for any obligations under the relevant lending agreement in equity and at law. Upon any event of default, the lender shall be entitled to seek all remedies available at law or in equity for the full amount or any unpaid principal of any advance, accrued but unpaid fees or other amounts or property payable under the relevant lending agreement against Lender in addition to enforcing its security interest.

    3. contractual limitation on use and transfer of lent items by borrower

      Typically, the counterparty is then permitted to use the client's designated assets for any lawful purpose.

    4. borrower's ability to initiate transactions with the borrowed assets, including but not limited to: sell, lend, pledge, and/or hypothecate

      Typically, the counterparty is then permitted to use Client's Designated Assets for any lawful purpose, including selling, lending, pledging and/or hypothecating. Certain lending agreements require counterparties to grant a security interest to the Company on any assets that are further lent out.

    5. borrowers' rights regarding "co-mingling"

      There is no specific language in the lending agreement but given the counterparties can use for any lawful purpose, the Company's believes that comingling can occur.

    6. callability terms and conditions (including "notice period", if any).

Termination. Client may terminate any advance of its Designated Assets (*as defined in the relevant lending agreement) upon three (3) business days' prior notice, from time to time at its sole discretion through an electronic notice.

Investments, At Fair Value, Through Profit and Loss

At March 31, 2026, the Company's twelve private investments had a total fair value of $29,064,422 as per the table below:

Private Issuer

Note

Security description

Cost

Estimated Fair Value

%

of FV

Amina Bank AG

3,906,250 non-voting shares

$ 24,749,403

$ 24,338,445

83.7%

Earnity Inc.

85,142 preferred shares

95,538

-

0.0%

Luxor Technology Corporation

201,633 preferred shares

460,016

526,102

1.8%

SDK:meta, LLC

1,000,000 units

2,495,232

-

0.0%

Skolem Technologies Ltd.

16,354 preferred shares

129,495

-

0.0%

VolMEX Labs Corporation

Rights to certain preferred shares and warrants

30,000

-

0.0%

Global Benchmarks AB

(i)

53,300 common shares

199,875

199,875

0.7%

ZKP Corporation

(i)

370,370 common shares

1,000,000

1,000,000

3.4%

CH Technical Solutions SA

25 common shares

3,952,977

-

0.0%

Canada Stablecorp Inc.

303,030 common shares

500,000

500,000

1.7%

Continental Stable Coin

Rights to certain preferred shares

500,000

500,000

1.7%

Bonsol Labs Inc.

Rights to certain preferred shares

2,000,000

2,000,000

6.9%

Total private investments

$ 36,112,536

$ 29,064,422

100.0%

(i) Investments in related party entities - see Note 26

At December 31, 2025, the Company's twelve private investments had a total fair value of $29,372,628 as per the table below:

Private Issuer

Note

Security description

Cost

Estimated Fair Value

%

of FV

Amina Bank AG

3,906,250 non-voting shares

$ 24,749,403

$ 24,285,752

82.7%

Earnity Inc.

85,142 preferred shares

95,538

-

0.0%

Luxor Technology Corporation

201,633 preferred shares

460,016

524,963

1.8%

SDK:meta, LLC

1,000,000 units

2,495,232

-

0.0%

Skolem Technologies Ltd.

16,354 preferred shares

129,495

-

0.0%

VolMEX Labs Corporation

Rights to certain preferred shares and warrants

30,000

-

0.0%

Global Benchmarks AB

(i)

53,300 common shares

199,875

199,875

0.7%

ZKP Corporation

(i)

370,370 common shares

1,000,000

1,000,000

3.4%

CH Technical Solutions SA

25 common shares

3,952,977

362,038

1.2%

Canada Stablecorp Inc.

303,030 common shares

500,000

500,000

1.7%

Continental Stable Coin

Rights to certain preferred shares

500,000

500,000

1.7%

Bonsol Labs Inc.

Rights to certain preferred shares

2,000,000

2,000,000

6.8%

Total private investments

$ 36,112,536

$ 29,372,628

100.0%

(i) Investments in related party entities - see Note 26

FINANCIAL RESULTS

The following is a discussion of the results of operations of the Company for the three months ended March 31, 2026, and 2025. They should be read in conjunction with the Interim Financial Statements. All amounts are in U.S. dollars.

Three months ended March 31,

2026

$

2025

$

Revenues

Staking and lending income

1,894,859

3,522,757

Management fees

1,356,716

2,532,855

Trading commissions

2,902,012

2,084,694

Other revenue

115,909

182,750

Revenues excluding realized and net change in unrealized gains (losses)

6,269,496

8,323,056

Realized and net change in unrealized gains on digital assets

(130,089,979)

(159,833,683)

Realized and net change in unrealized gain on equity investments at FVTPL

(39,054,168)

(84,920,897)

Realized and net change in unrealized losses on ETP payables

174,112,856

280,223,955

Realized and net change in unrealized gain (loss) on derivative liabilities

(45,088)

-

Revenues from realized and net change in unrealized gains (losses)

4,923,621

35,469,375

Total revenues

11,193,117

43,792,431

Operating expenses

Operating, general and administration

8,487,698

6,322,825

Share based payments

1,536,544

5,115,208

Depreciation - equipment

-

103

Amortization - right-of-use assets

150,205

-

Amortization - intangibles

24,280

373,018

Fees and commissions

1,137,180

1,317,457

Foreign exchange (gain) loss

70,007

(659,168)

Total operating expenses

11,405,914

12,469,443

Operating income (loss)

(212,797)

31,322,988

Realized (loss) gain on investments

-

(469,594)

Unrealized gain (loss) on investments

(470,158)

2,654

Interest income

442,556

9,013

Finance costs

(335,700)

(118,789)

Loss on investment in associate

(33,404)

-

Change in fair value of warrant liability

5,791,096

-

Bad debt expense

126,034

-

Impairment loss

(375,928)

-

Total other (expenses) income

5,144,496

(576,716)

Net income (loss) for the period before taxes

4,931,699

30,746,272

Current income taxes

-

746,452

Net income (loss) for the period after taxes

4,931,699

29,999,820

Other comprehensive income

Cumulative translation adjustment

(26,948)

(69,292)

Net income (loss) and comprehensive income (loss) for the period

4,904,751

29,930,528

The Company's business is highly dependent on cryptocurrency prices, in particular the price of Bitcoin. Developments in cryptocurrency friendly legislation in the United States (such as the Genius Act and the

Clarity Act) and similar legislation in other jurisdictions such as the European Union may positively impact the Company's business.

Revenue Review

For the three months ended March 31, 2026, the Company recorded revenues of $11,193,117, compared with $43,792,431 in the three months ended March 31, 2025. The significantly lower revenues were driven mainly by lower AUM offset to some extent by growth at Stillman Digital. Average AUM for Q1 2026 was

$533.6 million falling from $789 million in Q1 2025. The lower AUM is due mainly to crypto price declines and due to a small $1.7 million net outflow for Q1 2026. Q1 2026 was very challenging for global market conditions as war in Iran and the resultant significant increase in energy prices drove a broad risk off environment across asset classes. Cryptocurrency prices fell as part of the risk-off environment with Bitcoin falling by approximately 23% and Ethereum approximately 35%. The altcoins in general fell more than Bitcoin.

The Company earned direct staking and lending income of $1,894,859 for the three months ended March 31, 2026 compared to $3,522,757 in the comparative period in 2025. The decrease of $1,627,898 between the periods is due to lower average AUM in Q1 2026 ($533.6 million) compared to Q1 2025 ($789 million).

The Company also earns staking and lending income indirectly via its equity investments at FVTPL which are included in the "realized and net change in unrealized gain (loss) on equity investments at FVTPL. The table below shows the total staking / lending income earned by the Company which it uses when it refers to its monetization rate of its AUM.

Three months ended March 31, Three months ended March 31,

2026

$

2025

$

2026

$

2025

$

Staking / lending income earned directly

1,894,859

3,522,757

1,894,859

3,522,757

Staking / lending income earned via Fund investments

1,570,043

6,259,449

1,570,043

6,259,449

Total Staking / Lending Income

3,464,902

9,782,206

3,464,902

9,782,206

The average staking yield in Q1 2026 was 2.6%, which is a decrease from the 4.6% average staking yield in Q1 2025. This change is due to Bitcoin and Ethereum lending rates having compressed to 1.5-2.5% in Q1 2026 from approximately 5%+ in the comparative period. The Company actively stakes and lends its digital assets to earn additional revenue. Staking income does fluctuate based on average AUM, percentage of AUM staked and staking yields in general on various coins.

The Company staked 59% of its coins as at March 31, 2026 compared to 45% as at December 31, 2025 and 66% at March 31, 2025. The Company does generally stake more than approximately 60% of its coins.

The Company earned management fee revenue of $1,356,716 for the three months ended March 31, 2026 compared to $2,532,855 for the three months ended March 31, 2025. The decrease in management fees earned in 2026 over 2025 is due to lower average AUM in Q1 2026 of $533.6 million compared to $789 million in Q1 2025.

The average effective management fee yield earned during Q1 2026 was 1.0% on the average AUM of

$533.6 million, which is below with the 1.3% rate earned in Q1 2025 due to increased product mix of BTC and ETH (zero fee) products in Q1 2026 compared to Q1 2025. The Company reminds investors that while it charges 1.9% management fees on most of its ETP products, its BTC and ETH products have management fees of NIL bringing the effective average management fee rate down.

Total AUM monetization in Q1 2026 decreased to 3.6% from 5.9% in Q1 2025 due mainly lower BTC and ETH lending rates and to a lesser extent, a shift in product mix to nil management fee products.

The Company recorded trading commissions from its Stillman business of $2,902,012 in the three months ended March 31, 2026 compared to $2,084,694 in the comparative period ended March 31, 2025. The increase of $817,318 represents 39% growth year over year. Management feels Stillman is performing well and, subject to favourable market conditions anticipates further organic revenue growth thoughout 2026.

Net revenue from digital assets / ETPs for the three months ended March 31, 2026 was $4,923,621, compared with $35,469,375 for the three months ended March 31, 2025 as per the table below.

Three months ended March 31, Three months ended March 31,

2026

$

2025

$

2026

$

2025

$

Realized and net change in unrealized gain (losses) on digital assets

(130,089,979)

(159,833,683)

(130,089,979)

(159,833,683)

Realized and net change in unrealized gains (losses) on ETP payables

174,112,856

280,223,955

174,112,856

280,223,955

Unrealized gain (loss) on equity investments at FVTPL

(39,054,168)

(84,920,897)

(39,054,168)

(84,920,897)

Realized and net change in unrealized gain (loss) on derivative liabilities

(45,088)

-

(45,088)

-

Sub-total net revenue from digital assets / ETPs

4,923,621

35,469,375

4,923,621

35,469,375

The Company considers its asset management business (with the assets and liabilities being on its own statement of financial position) similar to a broker dealer and thus the net movement in the realized and unrealized gains (losses) of the Company's digital assets less the net movements in realized and unrealized gains (losses) of the Company's ETP obligations are considered the Company's revenues.

There were no DeFi Alpha trades in Q1 2026 or Q1 2025. DeFi Alpha trades made since the initial DeFi Alpha trade 2024 have all been locked token trades. The Company records a Discount for Lack of Marketability ("DLOM") in its financial statements to take into account the discount on the locked tokens.

The total remaining DLOM from all locked token transactions (SOL, AVAX held in the Equity Investments in Digital Assets at FVTPL and SUI tokens held directly) purchased during 2024 and 2025 was $17,120,485 at March 31, 2026 compared with $32,811,983 at December 31, 2025 and $55,232,535 at March 31, 2025. The decrease in the DLOM from Q4 2025 to Q1 2026 was $15,691,498.

The Company uses the Finnerty model to calculate DLOM on its locked tokens. With constant token prices, the DLOM is expected to decrease over time as the unlock maturity date approaches. The Company holds locked tokens in its Equity Investments at FVTPL (see notes to the Interim Financial Statement for details on token quantities) and 18,737,981 SUI tokens held directly.

The Company shows how its revenues and EBITDA would present without DLOM being applied in the non-IFRS measures section of this MD&A.

The Company intends to hold its Equity Investments in Digital Assets at FVTPL and locked SUI tokens until the digital assets become unlocked. The SOL, AVAX and SUI are subject to an intermittent release schedule with the last release to occur in 2028 such that any eventual sale of the digital assets would not be expected to occur at a discounted price. In the event the Company requires additional unlocked SOL, AVAX or SUI to meet ETP redemptions, the Company would seek to borrow SOL, AVAX or SUI against its investments to meet redemptions, so as to avoid a sale of the locked SOL, AVAX or SUI prior to the SOL, AVAX or SUI becoming unlocked. The locked SOL, AVAX or SUI held by the Company are scheduled to be released through 2028. The $17,120,485 DLOM balance at March 31, 2026 will reverse to $nil by 2028 and increase net income and shareholders' equity once fully reversed.

Operating, general and administration

Three months ended March 31,

2026

2025

Compensation and consulting

$ 4,538,726

$ 1,845,550

Marketing expenses

895,711

2,961,267

General and administration

387,840

539,718

Professional fees

2,244,936

817,998

Regulatory and transfer agent

323,251

107,124

Travel expenses

97,234

51,168

$ 8,487,698

$ 6,322,825

Compensation and consulting fees were $4,538,726 during the three months ended March 31, 2026 compared to $1,845,550 during the comparative three months ended March 31, 2025. The Company increased its team during 2025, particularly after the Nasdaq listing in May 2025.

Marketing expense was $895,711 during three months ended March 31, 2026 compared with $2,961,267 in the comparative three months ended March 31, 2025. The Company reduced its stock-related marketing spending in Q1 2026 given the ongoing challenging crypto market conditions. Product-related marketing spend remained consistent.

General and administration expenses were $387,840 during the three months ended March 31, 2026 compared to $539,718 in the comparative three months ended March 31, 2025. G&A comprises mainly office expenses, D&O insurance and bank charges and is materially consistent in the current and comparative period.

Professional fees were $2,244,936 in the three months ended March 31, 2026 compared to $817,998 in the comparative three months ended March 31, 2025. The Company incurred additional professional fees in connection with its class action lawsuit and increased audit costs to a lesser extent.

Regulatory and transfer agent fees were $323,251 during the three months ended March 31, 2026 compared with $107,124 during the comparative three months ended March 31, 2025. The increase is due to higher market cap and increased listing fees associated with the Nasdaq listing.

Travel expenses were $97,234 during the three months ended March 31, 2026 compared with $51,168 in the three months ended March 31, 2025. The travel expenses are materially consistent between the periods.

Total depreciation and amortization was $174,485 for the three months ended March 31, 2026 compared to $373,121 during the three months ended March 31, 2025. The lower depreciation is due to the Reflexivity intangible assets having been largely depreciated. The depreciation and amortization relates to the equipment, right of use assets and intangible assets acquired as part of the Company's acquisitions. The Company entered into a new office lease in Geneva, Switzerland during its Q3 2025. The lease has been capitalized in accordance with IFRS 16 and the associated right of use asset amortized in sync with the underlying lease.

Share-based payments were $1,536,544 during the three months ended March 31, 2026 compared to

$5,115,208 in the three months ended March 31, 2025. The lower stock based compensation expenses are mainly due to lower share prices reducing the accounting value of grants and fewer total grants.

Fees and commissions were $1,137,180 for the three months ended March 31, 2026 compared to

$1,317,457 in the three months ended March 31, 2025. The overall decrease in fees and commissions during Q1 2026 relates to the trading of digital assets as brokerage commission and ETP issuance costs associated with the lower average AUM in Q1 2026 ($533.6 million) over Q1 2025 ($789 million).

Foreign exchange (gain) loss was $70,007 for the three months ended March 31, 2026 compared to ($659,168) in the three months ended March 31, 2025. The change reflects the currency fluctuations primarily in Company's cash balances which are denominated in Swedish Krona, Euro and Swiss Franc.

Impairment loss was $375,928 in the three months ended March 31, 2026 compared to $Nil in the three months ended March 31, 2025. The Company did impair $375,928 of intangible assets related to its Reflexivity business during Q1 2026 as the significant decline in revenues represented an impairment trigger. The Company plans to wind down and incorporate the residual business into its Valour infrastructure to minimize operating losses.

Other income (expenses)

Realized gain (loss) on investments was $Nil for the three months ended March 31, 2026 compared with

$469,594 for the three months ended March 31, 2025. The Company did not sell any investments in Q1 2026 whereas it sold its Brazil Potash shares during Q1 2025.

The Company had unrealized loss on investments of $470,158 for the three months ended March 31, 2026 compared to $2,654 in the three months ended March 31, 2025. During Q1 2026, the Company reduced the fair value of its investment in CH Technical to $Nil given ongoing legal issues due to delays in executing its business plan which accounted for the majority of the $470,158 reduction in fair value.

Interest income was $442,556 for the three months ended March 31, 2026 compared with $9,013 in the three months ended March 31, 2025. The Company earned additional interest income on its excess cash balances due to the capital raise in September 2025.

Interest expense of $335,700 for the three months ended March 31, 2026 compared to $118,789 in the three months ended March 31, 2025. The increase in interest expense is due to the Company incurring interest expense on its lease accounting for its Geneva office lease.

Cash Flows

Cash provided by operating activities was $1,082,556 for the three months ended March 31, 2026 compared with cash used of $54,642,396 in the comparative period of 2025. Cash provided by operations before adjustments for working capital, investments and purchases and sales of digital assets was

$6,797,326 for the three months ended March 31, 2026 compared with a cash used in operations before adjustments for working capital, investments, and purchase and sales of digital assets of $4,413,342 in the comparative period in 2025. The Company generally maintains its surplus working capital in digital assets like USDC or USDT Stablecoins, as well as speculative crypto-currencies such as BTC, ETH, SOL, and AVAX and thus the operating cash flow statements will show as use of cash as long as more money is invested in cryptocurrencies than converted to U.S. dollars or other fiat currencies. Accounting regulations do not currently even allow stablecoins such as USDT or USDC to be considered "cash" for IFRS reporting.

During the three months ended March 31, 2026, $Nil cash was provided by or used in investing activities compared to $545,681 (used in) in the comparative period ended March 31, 2025 for an acquisition.

Cash outflow from investing activities was $4,534,083 for the three months ended March 31, 2026 compared to $52,789,098 cash inflow in the comparative period ended March 31, 2025. Cash used in financing activities is primarily driven by flows into the Company's ETP products. The Company had net ETP redemptions of $676,193 ($1,722,881 cash outflow less $1,046,718 ETPs purchased with crypto) in Q1 2026 compared to Q1 2025 inflow of $50,435,174. As previously noted, Q1 2026 was a particularly challenging quarter for cryptocurrency prices and thus investors generally redeemed products.

Other more significant financing activities included a $2,611,009 repayment of a margin loan in the three months ended March 31, 2026 ($Nil in the Q1 2025 comparative period) and $Nil cash received from option exercises in the three months ended March 31, 2026 ($2,353,924 in the Q1 2025 comparative period). The

Company did not repurchase any shares under its NCIB in either the March 31, 2026 or March 31, 2025 comparative periods.

Non-IFRS Measures

The Company has included certain non-IFRS performance measures, namely Adjusted Revenue, Adjusted Net Income, EBITDA, Adjusted EBITDA and Adjusted Net Income Per Share throughout this document. These non-IFRS measures are used by management to assess the Company's performance and provide additional information and transparency to investors with respect to the Company's revenue and net income performance.

Non-IFRS performance measures, including Adjusted Revenue, Adjusted Net Income, EBITDA and, Adjusted EBITDA and Adjusted Net Income Per Share do not have a standardized meaning. As a result, these measures may not be comparable to similar measures presented by other companies. Non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

"Adjusted Revenue" is a non-IFRS financial measure that is defined as revenue excluding the application of the DLOM.

"Adjusted Net Income" is a non-IFRS financial measure that is defined as net income excluding the application of the DLOM.

"Adjusted EBITDA" is a non-IFRS financial measure that is defined as Adjusted Net Income and adding back interest, taxes, depreciation, amortization of property and equipment, right-of-use assets and other intangible assets.

"AUM Monetization" is a non-IFRS financial measure that is defined as staking and lending income + management fee income divided by average assets under management in the period. "Average Effective Management Fee" is a non-IFRS measure that is defined as management fee income divided by average assets under management in the period.

With respect to the DLOM adjustment, the Company intends to hold its equity investments until the underlying digital assets become unlocked such that any eventual sale of the underlying digital assets would not be expected to occur at a discounted price resulting from their lack of marketability as at the date of the Interim Financial Statements. In the event the Company requires additional unlocked SOL or AVAX to meet SOL and AVAX ETP redemptions, the Company will seek to borrow SOL or AVAX against its equity investments to meet redemptions, so as to avoid a sale of the equity investments prior to the underlying digital assets becoming unlocked. The Company will also seek to employ various other hedging strategies so as to short the underlying tokens and cover the short with tokens released from the equity investments over time. Tokens underlying the investments are expected to be released from 2025 through 2028.

For a reconciliation of these measures to the most directly comparable financial information presented in the Interim Financial Statements in accordance with IFRS, see the tables below:

Three months ended March 31

2026

$

2025

$

REVENUE RECONCILIATION

Total Revenue (IFRS)

$

11,193,117

$

43,792,431

Discount for Lack of Marketability (DLOM) loss / (gain)

$

(15,691,498)

$

-

ADJUSTED REVENUE

$

(4,498,381)

$

43,792,431

NET LOSS (INCOME) RECONCILIATION

Net Income (Loss)

$

4,931,699

$

29,999,820

Impairment charges

$

375,928

$

-

Non-cash valuation of investments adjustments

$

470,158

$

(2,654)

Share based payments

$

1,536,544

$

5,115,208

Change in fair value of warrants

$

(5,791,096)

$

-

Discount for Lack of Marketability (DLOM) loss / (gain)

$

(15,691,498)

$

-

ADJUSTED NET INCOME (LOSS)

$

(14,168,265)

$

35,112,374

EBITDA RECONCILIATION

Net Income (Loss)

$

4,931,699

$

29,999,820

Interest Expense

$

335,700

$

118,789

Depreciation & Amortization

$

174,485

$

373,121

Taxes (recovery)

$

-

$

746,452

EBITDA

$

5,441,884

$

31,238,182

Discount for Lack of Marketability (DLOM) loss / (gain)

$

(15,691,498)

$

-

Non-cash valuation of investments adjustments

$

470,158

$

(2,654)

Impairment

$

375,928

$

-

Change in fair value of warrants

$

(5,791,096)

$

-

Share based payments

$

1,536,544

$

5,115,208

ADJUSTED EBITDA

$

(13,658,080)

$

36,350,736

Liquidity and Capital Resources

As at March 31, 2026, the Company had cash of $87,595,108 and positive working capital of $47,333,067 compared to cash of $91,234,090 and negative working capital of $5,144,229 as at March 31, 2025.

The Company relies upon various sources of funds for its ongoing operating activities. These resources include operating profits, proceeds from dispositions of investments, interest and dividend income from investments and equity financings. In management's opinion, the $100 million registered direct equity offering which closed on September 26, 2025, provided the Company significant additional working capital for initiatives to generate future growth and to provide sufficient working capital for its asset management business. Management believes that the asset management business requires approximately 5% of its AUM in working capital to accommodate the timing required to settle cryptocurrency purchases and sales driven by ETP purchases and sales. The Company has nominal capital expenditure commitments. There are also no practical restrictions on the ability of subsidiaries to transfer funds to the Company as required.

In management's view, given the nature of the Company's operations, the most relevant financial information relates primarily to current liquidity, solvency and planned expenditures. The Company's financial success will be dependent upon the execution and development of its new investment strategy and business operations. Such execution and development may take years to complete and the amount of resulting income, if any, is difficult to determine.

The Company's performance is also influenced by cryptocurrency prices which are beyond the Company's control. Higher crypto-currency prices (with ETP investment flows constant) generally drive higher AUM which increase management fee and staking revenues. Lower crypto-currency prices (with ETP investment flows constant) would generally reduce AUM and thus also reduce management fee and staking revenues. The Company has some ability to reduce its cost structure should cryptocurrency prices dramatically decrease and be expected to remain low for a longer period of time.

We believe that our current available cash and cash equivalents and other sources of capital will be sufficient to meet our working capital needs for at least the next twelve months and beyond.

Operating Segments

The Company operates in various business lines based on where the subsidiaries operate. Valour operates the Company's ETPs business line which involves issuing ETPs, hedging against the underlying digital asset, lending and staking of digital assets and management fees earned on the ETPs as well as any DeFi Alpha related transactions. DeFi Alpha is a trading desk designed to identify low-risk arbitrage opportunities within the crypto ecosystem. Stillman Digital and Stillman Bermuda operate the trading platform. The Reflexivity research segment was discontinued effective January 1, 2026.

Information about the Company's assets by segment as at March 31, 2026 and December 31, 2025 is detailed below.

March 31, 2026

DeFi

Stillman Digital

Valour Inc

Total

Cash

46,305,034

10,021,976

31,268,098

87,595,108

Client cash deposits

-

546,845

-

546,845

Public inv estments, at fair value through profit and loss

201,081

-

-

201,081

Prepaid ex penses

260,668

9,173,485

564,416

9,998,569

Digital assets, digital assets loaned, and digital assets staked

-

7,174,311

374,177,737

381,352,048

Equity instruments

-

-

85,117,890

85,117,890

Right-of-use assets

-

-

2,834,512

2,834,512

Inv estment in associate

2,390,530

-

-

2,390,530

Other non-current assets

28,065,628

-

36,078,988

64,144,616

Total assets

77,222,941

26,916,617

530,041,641

634,181,199

Accounts pay able and accrued liabilities

2,861,797

1,311,197

1,429,732

5,602,726

Loans pay able

-

-

-

-

Trading liabilities

-

17,276,335

-

17,276,335

Warrant liability

7,808,220

-

-

7,808,220

Lease liability

-

-

2,968,138

2,968,138

Derivative liability

-

-

45,088

45,088

ETP holders pay able

-

-

444,346,794

444,346,794

Total liabilities

10,670,017

18,587,532

448,789,752

478,047,301

December 31, 2025

DeFi

Reflexivity

Stillman Digital

Valour Inc

Total

Cash

52,948,491

2,101

9,203,569

29,079,929

91,234,090

Client cash deposits

-

-

5,615,054

-

5,615,054

Public investments, at fair value through profit and loss

272,520

-

-

-

272,520

Prepaid expenses

562,981

73,144

8,267,050

693,747

9,596,922

Digital assets, digital assets loaned, and digital assets staked

-

65,040

14,066,946

501,454,945

515,586,931

Equity instruments

-

-

-

131,982,050

131,982,050

Right-of-use assets

-

-

-

2,999,253

2,999,253

Investment in associate

2,423,934

-

-

-

2,423,934

Other non-current assets

28,172,752

-

-

36,680,278

64,853,030

Total assets

84,380,678

140,285

37,152,619

702,890,202

824,563,784

Accounts payable and accrued liabilities

2,151,846

49,421

7,754,780

1,610,274

11,566,321

Loans payable

-

-

-

2,611,009

2,611,009

Trading liabilities

-

-

21,826,430

-

21,826,430

Warrant liability

13,599,316

-

-

-

13,599,316

Lease liability

-

-

-

3,102,188

3,102,188

ETP holders payable

-

-

-

622,304,667

622,304,667

Total liabilities

15,751,162

49,421

29,581,210

629,628,138

675,009,931

Three months ended March 31, 2026

DeFi

Stillman Digital

Valour Inc.

Total

Staking and lending income

-

-

1,894,859

1,894,859

Trading commissions

-

2,902,012

-

2,902,012

Management fees

-

-

1,356,716

1,356,716

Research rev enue

-

-

-

-

Other rev enue

109,909

-

6,000

115,909

109,909

2,902,012

3,257,575

6,269,496

Realized and net change in unrealized (losses) gains on digital assets

- (23,001)

(130,066,978)

(130,089,979)

Realized and net change in unrealized loss on equity inv estments

- -

(39,054,168)

(39,054,168)

Realized and net change in unrealized gains on ETP pay ables

- -

174,112,856

174,112,856

Realized and net change in unrealized gain (loss) on derivative liabilities

- -

(45,088)

(45,088)

Revenues from realized and net change in unrealized (losses) gains -

(23,001)

4,946,622

4,923,621

Total revenues

109,909

2,879,011

8,204,197

11,193,117

Expenses

Operating, general and administration

3,229,613

1,782,308

3,475,777

8,487,698

Share based pay ments

1,536,544

-

1,536,544

Depreciation - property , plant and equipment

-

-

-

-

Amortization - right-of-use asset

-

-

150,205

150,205

Amortization - intangibles

-

24,280

-

24,280

Fees and commissions

11,750

341,599

783,831

1,137,180

Foreign ex change (gain) loss

11,736

(1,692)

59,963

70,007

Total operating expenses

4,789,643

2,146,495

4,469,776

11,405,914

Operating (loss)income

(4,679,734)

732,516

3,734,421

(212,797)

Realized (loss) on inv estments, net

-

-

-

-

Unrealized (loss) on inv estments, net

(470,158)

-

-

(470,158)

Interest income

439,239

795

2,522

442,556

Interest ex pense

-

(1,003)

(334,697)

(335,700)

Loss on investment in associate

(33,404)

-

-

(33,404)

Change in fair value of warrant liabilities

5,791,096

-

-

5,791,096

Bad debt expense

-

-

126,034

126,034

Impairment loss

-

-

(375,928)

(375,928)

Total other income (expenses)

5,726,773

(208)

(582,069)

5,144,496

Net (loss) income after tax

1,047,039

732,308

3,152,352

4,931,699

Other comprehensive income (loss)

Foreign currency translation (loss) gain

-

-

(26,948)

(26,948)

Information about the Company's revenues and expenses by segment as at March 31, 2026 and December 31, 2025 is detailed below:

Revenues excluding realized and net change in unrealized gains (losses)

Net (loss) income and

comprehensive (loss) income for the period

1,047,039 732,308 3,125,404 4,904,751

Year ended December 31, 2025

DeFi

Reflexivity

Stillman Digital

Neuronomics

Valour Inc.

Total

Staking and lending income

-

114

-

-

13,072,027

13,072,141

Trading commissions

-

-

9,579,010

-

-

9,579,010

Management fees

-

-

-

123,706

9,573,286

9,696,992

Research revenue

-

533,000

-

-

-

533,000

Advisory revenue

287,558

-

-

-

-

287,558

287,558

533,114

9,579,010

123,706

22,645,313

33,168,701

Revenues excluding realized and net change in unrealized gains (losses)

Realized and net change in unrealized (losses) gains on digital assets

(688,965)

(33,658)

258,220

-

(233,525,090)

(233,989,493)

Realized and net change in unrealized loss on equity investments

-

-

-

-

(51,007,843)

(51,007,843)

Realized and net change in unrealized gains on ETP payables

-

-

-

-

350,965,104

350,965,104

Revenues from realized and net change in unrealized (losses) gains (688,965)

(33,658)

258,220

-

66,432,171

65,967,768

Total revenues

(401,407)

499,456

9,837,230

123,706

89,077,484

99,136,469

Expenses

Operating, general and administration

14,902,029

585,836

8,714,090

210,211

9,806,967

34,219,133

Share based payments

13,210,103

-

-

-

13,210,103

Depreciation - property, plant and equipment

-

-

1,563

-

103

1,666

Amortization - right-of-use asset

-

-

-

-

207,328

207,328

Amortization - intangibles

1,286,479

-

5,291

39,811

-

1,331,581

Fees and commissions

19,707

-

938,361

-

5,242,613

6,200,681

Foreign exchange (gain) loss

(291,840)

-

(1,109)

5,911

(2,271,481)

(2,558,519)

Total operating expenses

29,126,478

585,836

9,658,196

255,933

12,985,530

52,611,973

Operating (loss)income

(29,527,885)

(86,380)

179,034

(132,227)

76,091,954

46,524,496

Realized (loss) on investments, net

(482,026)

-

(55,320)

-

118,253

(419,093)

Unrealized (loss) on investments, net

(16,501,202)

-

-

-

-

(16,501,202)

Interest income

504,084

-

2,023

33,278

3,237

542,622

Finance costs

(935)

-

(1,401)

(582)

776,162

773,244

Financing expense

(4,677,123)

-

-

-

-

(4,677,123)

Gain on deconsolidation

-

-

-

583,966

-

583,966

Loss on investment in associate

(75,506)

-

-

-

-

(75,506)

Change in fair value of warrant liabilities

39,595,879

-

-

-

-

39,595,879

Bad debt expense

(478,240)

-

-

-

(248,000)

(726,240)

Impairment loss

-

(2,077,585)

-

-

-

(2,077,585)

Total other income (expenses)

17,884,931

(2,077,585)

(54,698)

616,662

649,652

17,018,962

Net (loss) income for the year before taxes

(11,642,954)

(2,163,965)

124,336

484,435

76,741,606

63,543,458

Current taxes

403,546

(1,972)

732,823

779

2,555

1,137,731

Net (loss) income after tax

(12,046,500)

(2,161,993)

(608,487)

483,656

76,739,051

62,405,727

Other comprehensive income (loss)

Foreign currency translation (loss) gain

-

-

-

-

294,045

294,045

Net (loss) income and (12,046,500)

(2,161,993)

(608,487)

483,656

77,033,096

62,699,772

comprehensive (loss) income for the period

DeFi Alpha is a division within Valour focused on arbitrage trading opportunities. It does not have its own statement of financial position but leverages Valour's equity for its trades. The CODM only reviews DeFi Alpha's trading operating results as part of its consolidated review of Valour and hence it has not been presented separately in the table above. The comparative period has been restated to align with the current period presentation.

Capital Management

The Company considers its capital to consist of share capital, equity reserve and deficit. The Company's objectives when managing capital are:

  • to allow the Company to respond to changes in economic and/or marketplace conditions by maintaining the Company's ability to purchase new investments;

  • to give shareholders sustained growth in value by increasing shareholders' equity; while

  • taking a conservative approach towards financial leverage and management of financial risks.

    The Company's management reviews its capital structure on an on-going basis and adjusts it in light of changes in economic conditions and the risk characteristics of its underlying investments. The Company's current capital is composed of its shareholders' equity and, to-date, has adjusted or maintained its level of capital by:

  • raising capital through equity financings (including US$100 million in September 2025); and

  • realizing proceeds from the disposition of its investments

The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than (a) CBOE Canada (formerly the NEO Exchange) which requires one of the following to be met:

(i) shareholders' equity of at least CAD$2.5 million, (ii) net income from continuing operations of at least CAD$375,000, (iii) market value of listed securities of at least $25 million, or (iv) assets and revenues of at least CAD$25 million and (b) Nasdaq Capital Market which requires, one of the following to be met: (i) shareholder equity of at least $2.5 million, (ii) market value of listed securities of at least $35 million or (iii) net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently competed fiscal years.

Readers should refer to the Risk Factors - Regulatory Risks section of this MD&A for a discussion of pertinent governmental and political policies that could materially affect, directly or indirectly investments in the Company.

There were no changes to the Company's capital management during the three months ended March 31, 2026.

Commitments

Management Contract Commitments

The Company is party to certain management contracts. These contracts require that additional payments of up to approximately $600,000 be made upon the occurrence of certain events such as a change of control. As a triggering event has not taken place, the contingent payments have not been reflected in these Interim Financial Statements. Minimum commitments remaining under these contracts were approximately

$3,909,000, all due within one year.

Legal Commitments and Class Action Lawsuit in the United States

The Company is, from time to time, involved in various claims and legal proceedings including a class action lawsuit filed against the Company and certain officers in the United States District Court for the Eastern District of New York which alleges that the Defendants made false and / or misleading statements and / or failed to disclose that: (i) DeFi was facing delays in executing its DeFi arbitrage strategy, which at all relevant times was a key revenue driver for the Company; (ii) DeFi had understated the extent of competition it faced from other Digital Asset Treasury companies and the extent to which that competition would negatively impact its ability to execute its DeFi arbitrage strategy; (iii) as a result of the foregoing issues, the Company was unlikely to meet its previously issued revenue guidance for the fiscal year 2025; (iv) accordingly, Defendants had downplayed the true scope and severity of the negative impact that the foregoing issues were having on DeFi's business and financial results; and (v) as a result, Defendants' public statements were materially false and misleading at all relevant times.

The Company does not agree with the allegations in the Class Action Lawsuit and intends to vigorously defend itself in Court. Based on the early stage of this dispute and the Company's belief in the merits of its legal defenses, it has not accrued for any potential loss in the Annual Financial Statements. The Company cannot reasonably predict the likelihood or outcome of these activities. The Company does not believe that adverse decisions in any existing or threatened proceedings related to any matter, or any amount which may be required to be paid by reasons thereof, will have a material effect on the financial condition or future results of operations.