Firm Capital Mortgage Investment CorporationTSX: FC

Q4 2025 Report to Shareholders

· Issued by Firm Capital Mortgage Investment Corporation


FIRM CAPITAL MORTGAGE

INVESTMENT CORPORATION

YEAR ENDED 2025 | DECEMBER 31, 2025



TABLE OF CONTENTS

PART I 3

Our Business 3

Recent Developments and Outlook 3

Basis of Presentation 4

Dividends 15

PART V 16

Changes in Financial Position 16

PART II

5

Credit Facility and Bank Indebtedness

16

Highlights

5

Convertible Debentures

16

Net Income

5

Other Liabilities

17

Earnings Per Share

5

Shareholders' Equity

17

Revenues

5

Provision for Expected Credit Losses

17

Investment Portfolio

5

Related Party Transactions

19

Capital Activities

6

Key Management Compensation

20

Income Taxes

21

PART III

7

Critical Accounting Estimates

21

Investment Portfolio

7

Classification & Measurement of Financial Assets

21

Amounts Receivable & Prepaid Expenses 16

PART IV 12

Results of Operations 12

Revenues 12

Corporation Manager Interest Allocation 12

Interest Expense 13

General and Administrative (G&A) Expenses 13

Incentive Option Plan 13

Fair Value Adjustment on Investment Portfolio and Provision for Expected Credit Losses on

Investment Portfolio and Interest Receivable 14

Net Income and Comprehensive Income 14

Earnings Per Share 14

Measurement of Expected Credit Loss 22

Financial Instruments 22

Contractual Obligations 23

Material Accounting Policy Information 23

Liquidity and Capital Resources 23

Risks and Uncertainties 23

Responsibility of Management and the Board of Directors 27

Controls and Procedures 27

Forward Looking Information 28

Our Business

Firm Capital Mortgage Investment Corporation (the "Corporation") is a non-bank lender, investing predominantly in short-term residential and commercial real estate mortgage loans and real estate related debt investments. The Corporation operates as a mortgage investment corporation under the Income Tax Act (Canada). Mortgage investment corporations are able to have no income tax payable provided that they satisfy the requirements in subsection 130.1(6) of the Income Tax Act (Canada). The Corporation's primary investment objective is the preservation of shareholders' equity, while providing shareholders with a stable stream of dividends from the Corporation's investments. The Corporation achieves its investment objectives by pursuing a strategy of investing in loans in select niche real estate markets that are under-serviced by larger financial institutions.

The Corporation's more specific objective is to hold an investment portfolio that:

  1. is widely diversified across many investments;

  2. is concentrated in first mortgages;

  3. reduces exposure as a result of participation in various loan syndicates; and

  4. is primarily short-term in nature.

Firm Capital Corporation (the "Mortgage Banker") is the Corporation's mortgage banker and acts as the Corporation's loan originator, underwriter, servicer, and syndicator. The Corporation's affairs are administered by FC Treasury Management Inc. (the "Corporation Manager").

The Corporation has in place a Dividend Reinvestment Plan ("DRIP") and a Share Purchase Plan (collectively, with the DRIP, the "Plans") that are available to its shareholders. The Plans allow participants to have their monthly cash dividends reinvested in additional common shares of the Corporation ("Shares") and grant participants the right to purchase additional Shares. Shareholders who wish to enroll or who would like further information about the Plans should contact Investor Relations at (416) 635-0221.

Additional information on the Corporation, its Plans, and its investment portfolio is available on the Corporation's web site at https://www.firmcapital.com. Additional information about the Corporation, including its Annual Information Form ("AIF"), can be found on the SEDAR+ website at https://www.sedarplus.ca.

Recent Developments and Outlook

In 2025, the Corporation's investment portfolio (the "Investment Portfolio") continued to revolve, with new fundings and discharges of investments being $278.1 million and $320.7 million respectively (2024 - $329.0 million and

$265.3 million, respectively). The Corporation increased its provision for expected credit losses and fair value loss (on Investment Portfolio) in 2025 by $7.3 million, to a total of $36.8 million as at December 31, 2025, while continuing to generate earnings per share of $1.02. At the end of 2025, the Investment Portfolio consisted of 95.2% of conventional first mortgages. The Corporation continues to participate in new investments on a disciplined basis with

conservative underwriting on real estate in sectors of the market that it considers to be less susceptible to economic and market uncertainty.

In 2026, the Corporation expects to continue to revolve the Investment Portfolio selectively, with an investment policy of holding a hard line on acceptable exposure levels, and borrower quality. There are no assurances regarding the achievable portfolio size, as the primary focus is on security.

Basis of Presentation

The Corporation has adopted IFRS® Accounting Standards ("IFRS"), as issued by the International Accounting Standards Board, as its basis of financial reporting. The Corporation's functional and reporting currency is the Canadian dollar.

The following Management's Discussion and Analysis ("MD&A") is dated as of March 12, 2026 and should be read in conjunction with the audited consolidated financial statements of the Corporation and the notes thereto as at, and for the years ended December 31, 2025, and 2024, as well as the Corporation's Management's Discussion and Analysis, including the section on "Risks and Uncertainties", and each of our quarterly reports for 2025 and 2024.

Highlights

Net Income

For the three months ended December 31, 2025, net income decreased by 4.7% to $8,735,874 as compared to

$9,164,362 for the same period in 2024. Net income for the year ended December 31, 2025 increased by 6.4% to

$37,471,563, as compared to $35,228,450 reported for the same period in 2024.

Earnings Per Share

Basic weighted average earnings per share for the three months ended December 31, 2025 was $0.238 (2024 -

$0.249). Diluted weighted average earnings per share for the three months ended December 31, 2025 was $0.237 (2024 - $0.248).

Basic weighted average earnings per share for the year ended December 31, 2025 was $1.020 (2024 - $0.996). Diluted weighted average earnings per share for the year ended December 31, 2025 was $1.015 (2024 - $0.990).

Revenues

For the three months ending December 31, 2025, revenues increased by 5.3% to $17,052,742 up from $16,198,109 for the same period in 2024. For the year ended December 31, 2025, revenues decreased by 2.8% to $66,722,216 compared to $68,632,934 for the same period in 2024. The decrease in revenues was mainly due to reduced interest income as a consequence of a decrease in the average interest rate on the Investment Portfolio in 2025 compared to the same period in 2024, partially offset by a larger average Investment Portfolio size. For the year ended December 31, 2025, the weighted average Investment Portfolio size was $631 million versus $626 million in 2024, with a monthly weighted average interest rate of 9.50% in 2025 compared to 10.07% in 2024.

Investment Portfolio

The Corporation's Investment Portfolio decreased by 6.5% to $610,923,271 as at December 31, 2025, in comparison to $653,767,443 as at December 31, 2024 (in each case, gross of the allowance for expected credit losses, fair value adjustment, and unamortized fees). The allowance for expected credit losses and fair value adjustment as of December 31, 2025 was $36,839,393 (December 31, 2024 - $29,556,213), comprising (i) $29,057,587 (December 31, 2024 - $21,826,000) representing the total amount of management's estimate of the shortfall between the investment balances and the estimated recoverable amount from the security under the specific loans, (ii)

$4,545,806 (December 31, 2024 - $5,991,213) representing the total amount of management's estimate of fair value adjustment on investments stated at fair value through profit or loss ("FVTPL"), and (iii) a collective allowance balance of $3,236,000 (December 31, 2024 - $1,739,000). The unamortized fees as of December 31, 2025, were

$868,405 (December 31, 2024 - $1,039,517).

Capital Activities

On May 12, 2025, the Corporation completed the repayment of 5.40% convertible unsecured subordinated debentures (FC.DB.I). This repayment was completed with a cash payment of the aggregate principal amount of

$25,000,000 and all accrued interest to the time of repayment.

On October 14, 2025, the Corporation completed a public offering of 5.50% convertible unsecured subordinated debentures (FC.DB. M) at a price of $1,000 per debenture for gross proceeds of $25,000,000. On October 21, 2025, the over-allotment option for this offering was exercised whereby additional 5.50% convertible unsecured debentures at a price of $1,000 per debenture for gross proceed of $3,150,000 were issued. These debentures mature on December 31, 2032 and interest is paid semi-annually on the last day of June and December of each year. These debentures are convertible at the option of the holder at any time prior to the maturing date at a conversion price of

$14.06 per Share. The net proceeds from this public offering of debentures were utilized to repay indebtedness of the Corporation owing under the Corporation's credit facility.

PART III

Investment Portfolio

The Corporation's Investment Portfolio was $573,215,473 as at December 31, 2025 (net of the allowance for expected credit losses of $32,293,587, fair value loss adjustment of $4,545,806 and unamortized fees of $868,405) and was 623,171,713 as at December 31, 2024 (net of the allowance for expected credit losses of $23,565,000, fair value loss adjustment of $5,991,213 and unamortized fees of $1,039,517). On December 31, 2025, the total Investment Portfolio comprised of 242 investments (286 as at December 31, 2024). The average gross investment size was approximately $2.5 million, with 13 investments individually exceeding $7.5 million.

DECEMBER 31, 2025 DECEMBER 31, 2024

INVESTMENT AMOUNT

NUMBER

TOTAL AMOUNT

(BEFORE ALLOWANCE)

% OF

PORTFOLIO

NUMBER

TOTAL AMOUNT

(BEFORE ALLOWANCE)

% OF

PORTFOLIO

%

CHANGE

$0 - $2,500,000

183

$ 177,667,897

28.8 %

222

$ 205,405,493

31.4 %

(14.4)%

$2,500,001 - $5,000,000

33

110,457,115

18.4 %

32

110,804,438

16.9 %

1.4 %

$5,000,001 - $7,500,000

13

85,093,720

13.9 %

17

103,209,073

15.8 %

(17.6)%

$7,500,001 +

13

237,704,539

38.9 %

15

234,348,440

35.8 %

1.4 %

Total gross carrying amount

242

$ 610,923,271

100 %

286

$ 653,767,443

100 %

(6.6)%

Less: Expected credit losses

(32,293,587)

(23,565,000)

Less: Fair value adjustment

(4,545,806)

(5,991,213)

Less: Unamortized fees

(868,405)

(1,039,517)

Total Investments

$ 573,215,473

$ 623,171,713

(8.0)%

Unadvanced committed funds under the existing Investment Portfolio amounted to $89 million as at December 31, 2025 (December 31, 2024 - $131 million).

The allocation of the Investment Portfolio between the five main investment categories (as well as the weighted average interest rate) is as follows:

DECEMBER 31, 2025 DECEMBER 31, 2024

INVESTMENT CATEGORIES

W.A INTEREST

RATE W.A LTV *

OUTSTANDING

AMOUNT

% OF W.A INTEREST

PORTFOLIO RATE W.A LTV *

OUTSTANDING

AMOUNT

% OF

PORTFOLIO

%

CHANGE

Conventional First Mortgages

9.4 %

50.8 % $

545,572,200

95.2 %

10.0 %

54.5 % $

575,610,292

92.4 %

(5.2)%

Conventional Non-First Mortgages

10.3 %

62.9 %

33,760,598

5.9 %

10.8 %

61.1 %

48,168,954

7.7 %

(29.9)%

Non-Conventional Mortgages

10.7 %

85.2 %

15,978,315

2.8 %

12.4 %

91.0 %

12,943,328

2.1 %

23.4 %

Debtor In Possession Loans

11.5 %

36.5 %

6,819,308

1.2 %

11.5 %

36.5 %

6,669,208

1.1 %

2.3 %

Related Debt Investments & Marketable securities (at FVTPL)

7.3 %

N/A **

4,092,044

0.7 %

6.5 %

N/A **

4,229,448

0.7 %

(3.2)%

Related Debt Investments (at amortized

cost)

10.50 %

70.5 %

155,000

0.0 %

10.5 %

70.5 %

155,000

0.0 %

0.0 %

Less: Allowance for Expected credit losses

on investments at amortized cost

(32,293,587)

(5.6)%

(23,565,000)

(3.8)%

37.0 %

Less: Unamortized fees

(868,405)

(0.2)%

(1,039,517)

(0.2)%

(16.5)%

Total Investments

9.50 %

$ 573,215,473

100 %

10.07 %

$ 623,171,713

100 %

(8.0)%

*At the time of initial funding

**These are not debt positions, and as a result LTV is not applicable.

The related debt investments category is a basket of investments that are all participating in debt investments to a variety of third-party borrowers. Such debt investments are not secured by mortgage charges and instead have other forms of security or recourse.

A debtor in possession loan ("DIP Loan") is a loan obtained by an insolvent debtor while that debtor is restructuring its business under the Companies' Creditors Arrangement Act (Canada). A DIP Loan has "super-priority" security on the assets of the debtor company awarded by the court.

The 8.0% decrease in the total Investment Portfolio was mainly due to a decrease in the amount of the conventional first mortgages and non-conventional mortgages. During the year ended December 31, 2025, new investment funding was $278.1 million (2024 - $329.0 million), while repayments during the period were $320.7 million (2024 -

$265.3 million), resulting in a decrease in the Investment Portfolio size.

Total Conventional first mortgages decreased by 5.2% and represented 95.2% of the Investment Portfolio as at December 31, 2025 (92.4% as at December 31, 2024). Conventional non-first mortgages decreased by 29.9% and

represented 5.9% of the Investment Portfolio at December 31, 2025 (7.7% as at December 31, 2024). Non-conventional mortgages increased by 23.4% and represented 2.8% of the total Investment Portfolio as at December 31, 2025 (2.1% as at December 31, 2024). The DIP Loan increased by 2.3% and represented 1.2% of the Investment Portfolio as at December 31, 2025 (1.1% as at December 31, 2024). The Related Debt Investments at FVTPL at December 31, 2025 were $4,092,044 (December 31,2024 - $4,229,448) which included: (i) Five Canadian Related debt investments (classified as FVTPL) (December 31, 2024 - five Canadian Related debt investments) totaling

$4,772,505 (December 31, 2024 - $6,165,237), (ii) one US dollar denominated investment (classified at FVTPL) totaling $3,814,380 (US $2,783,000) (December 31, 2024 - one US dollar denominated investment totaling

$4,004,459 (US$2,783,000)), (iii) marketable securities totaling $50,966 (December 31, 2024 - $50,966) with fair value adjustment gain of $3,574. Related debt investments (measured at amortized cost) remain unchanged.

The weighted average face interest rate on the Corporation's Investment Portfolio was 9.50% per annum as at December 31, 2025, compared to 10.07% per annum as at December 31, 2024.

The provision for expected credit losses and fair value loss adjustment was $36,839,393 as at December 31, 2025 (December 31, 2024 - $29,556,213), comprised of (i) $29,057,587 (December 31, 2024 - $21,826,000) representing the total amount of management's estimate of the shortfall between the investment balances and the estimated recoverable amount from the security under the specific loans, (ii) $4,545,806 (December 31, 2024 -

$5,991,213) representing the total amount of management's estimate of fair value adjustment on investments and

(iii) a collective allowance balance of $3,236,000 (December 31, 2024 - $1,739,000).

The gross carrying amount allocation of the Investment Portfolio between its 10 different loan categories is as follows:

DECEMBER 31, 2025 DECEMBER 31, 2024

PROPERTY TYPE

NUMBER

TOTAL AMOUNT

(BEFORE ALLOWANCE)

% OF

PORTFOLIO

NUMBER

TOTAL AMOUNT

(BEFORE ALLOWANCE)

% OF

PORTFOLIO

%

CHANGE

Construction

Mortgages 74

$ 207,413,466

34.0 %

88

$ 213,034,212

32.6 %

(2.6)%

Land & Housing Sites 24

103,934,024

17.0 %

26

121,764,678

18.6 %

(14.6)%

Single Family Dwelling

and Condo unit(s) 110

157,178,926

25.7 %

129

181,103,384

27.6 %

(13.2)%

Retail 3

Multi Family

24,517,241

4.0 %

8

32,927,491

5.0 %

(25.5)%

Residential Mortgages 9

71,694,249

11.7 %

8

61,344,698

9.4 %

16.9 %

Related Debt

Investments 5

8,741,883

1.4 %

7

10,375,661

1.6 %

(15.7)%

Land Servicing &

Serviced Lots 4

15,602,146

2.6 %

5

13,938,764

2.1 %

11.9 %

Industrial 5

9,853,000

1.6 %

5

9,165,098

1.4 %

7.5 %

Mixed Use & Other 5

9,697,305

1.6 %

5

8,957,500

1.4 %

8.3 %

Office & Office Condos (owner

occupied) 2

2,240,065

0.4 %

4

1,104,990

0.2 %

102.7 %

Marketable securities 1

50,966

0.0 %

1

50,966

0.0 %

0.0 %

242

$ 610,923,271

100 %

286

$ 653,767,443

100 %

(6.6)%

The Corporation continues to focus its lending in core markets that can be monitored closely during evolving economic conditions, with a strong focus in Ontario. The Mortgage Banker does not service or underwrite mortgages on hotels, hospitality properties or long-term care facilities and, as such, the Corporation does not have any investment exposure to these asset types.

As at December 31, 2025, the gross carrying value of the Investment Portfolio that is secured by properties outside of Ontario was 11.0%, compared to 10.0% as at December 31, 2024.

DECEMBER 31, 2025 DECEMBER 31, 2024

GEOGRAPHIC SEGMENT

NUMBER

TOTAL AMOUNT

% OF

NUMBER

TOTAL AMOUNT

% OF

%

Greater Toronto Area

139

$ 339,399,561

56.4 %

171

$ 358,461,299

55.7 %

(5.3)%

Non-GTA Ontario

69

196,103,407

32.6 %

90

220,601,745

34.3 %

(11.1)%

Quebec

13

39,313,962

6.5 %

7

31,467,159

4.9 %

24.9 %

Western Canada

14

9,862,105

1.6 %

9

17,471,045

2.7 %

(43.6)%

East Canada

-

-

- %

1

1,268,834

0.2 %

(100.0)%

United States

2

17,451,386

2.9 %

1

14,121,698

2.2 %

23.6 %

Mortgage Investment Portfolio

237

$ 602,130,421

100 %

279

$ 643,391,782

100 %

(6.4)%

Related Debt Investments

5

8,792,850

7

10,375,661

(15.3)%

242

$ 610,923,271

286

$ 653,767,443

(6.6)%

* The Related Debt Investments at December 31, 2025 include $155,000 investments at amortized cost and $8,637,850 of investments at FVTPL and then adjusted for a fair value decrease of $4,545,806.

The gross carrying amount allocation of the Investment Portfolio between the underlying security types is as follows:

DECEMBER 31, 2025 DECEMBER 31, 2024

UNDERLYING SECURITY TYPE

NUMBER

TOTAL AMOUNT

(BEFORE ALLOWANCE)

% OF

PORTFOLIO

NUMBER

TOTAL AMOUNT

(BEFORE ALLOWANCE)

% OF

PORTFOLIO

%

CHANGE

Residential

219

517,942,004

84.7 %

254

557,625,259

85.2 %

(7.1)%

Commercial

18

84,188,417

13.8 %

24

85,766,523

13.1 %

(1.8)%

Related Debt Investments

5

8,792,850

1.4 %

8

10,375,661

1.6 %

(15.3)%

242

$ 610,923,271

100 %

286

$ 653,767,443

100 %

(6.6)%

The residential category includes mortgages on single family dwellings, residential condominiums, residential land, residential construction, and multifamily residential.

The commercial category includes mortgages on retail, industrial, retail or commercial land, offices, and DIP loans.

The Corporation's strategy is to mitigate loan loss risk by focusing on those areas of mortgage lending that have historically withstood market corrections and retained their underlying real estate asset value while limiting its exposure to those real estate asset classes that do not.

The weighted average loan to value ratio on conventional mortgages (the combined conventional first and conventional non-first mortgages) is under 51% based on the appraisals obtained at the time of funding each mortgage loan.

Included in conventional first mortgages is one United States ("US") dollar denominated investment (at amortized cost) of $13,451,386 (US$9,814,232) (December 31, 2024 - one US dollar denominated investments of $14,121,698 (US$9,814,232)).

For the year ended December 31, 2025, income recorded on the US investments (at amortized cost and FVTPL) was $1,280,192 (US$952,418), (December 31, 2024 - $1,554,650 (US$1,123,936)). These amounts are included in interest and fees income.

As of December 31, 2025, the gross Investment Portfolio, prior to any allowance, included fourteen loans, totaling

$65,607,202 (December 31, 2024 - fourteen investments totaling $63,537,972), where the underlying collateral is insufficient to fully recover the outstanding loan amounts. The loss in excess of the collateral value for these loans has been accounted for with individual allowances totaling $29,057,587 (December 31, 2024 - $21,826,000).

As at December 31, 2025, the Investment Portfolio included twenty investments totaling $112,564,688 (December 31, 2024 - twenty two investments totaling $26,985,642) with maturity dates that are past due and for which no extensions or renewals were in place. Five of these investments totaling $23,087,599 (December 31, 2024 - three investments totaling $7,994,245) have a provision recorded against them included in the Corporation's allowance for credit losses. The remaining fifteen investments with maturity dates that are past due and for which no extensions or renewals were in place amount to $89,477,089 (December 31, 2024 - seventeen investments totaling

$16,120,397). These investments do not require individual allowances, as sufficient collateral exists and a collective allowance is already in place.

As at December 31, 2025, the Investment Portfolio continued to be heavily concentrated in short-term investments, with approximately 86% maturing on or before December 31, 2026. The short-term nature of the Investment Portfolio provides the Corporation with the ability to continually revolve the portfolio and adapt to changes in the real estate market. Renewals are offered to borrowers when deemed appropriate. Of the 242 investments, 230 were underwritten (as part of a renewal process or for new fundings) between 2025 and 2024, representing 92.0% of the Investment Portfolio, while the remaining 8.0% were underwritten prior to 2024.

The contractual maturity dates of the Investment Portfolio are as follows:

(BEFORE

NO.

TOTAL AMOUNT

ALLOWANCE AND FAIR MARKET ADJUSTMENT)

% OF PORTFOLIO

2026 and before

213 $

523,509,631

85.7 %

2027

28

87,362,674

14.3 %

Marketable securities

1

50,966

- %

Total gross carrying amount

242 $

610,923,271

100.0 %

A significant number of the Corporation's investments are shared with other syndicate partners, including several members of the Board of Directors and senior management of the Mortgage Banker and/or officers and directors of the Corporation. The Corporation ranks equally with other members of the syndicate as to receipt of principal, interest, and fees. As at December 31, 2025, 211 of the Corporation's 242 investments (investment amount of

$582,901,817) are shared with other participants, and 31 of which (with a total investment amount of $119,305,890) the Corporation is a participant for less than 50% of the loan amount.

Certain members of our Board of Directors and senior management and their related entities co-invested approximately $44 million with the Corporation alongside its Investment Portfolio as at December 31, 2025.

The Mortgage Banker services the entire investment in which the Corporation is a participant, on behalf of all participants and except for the case of an investment with a first priority syndicate participant (i.e., loans payable), the Corporation ranks pari-passu with other members of the syndicate as to the receipt of principal, interest, and fees. As at December 31, 2025 and 2024, there were no mortgages with first priority participants.

As at December 31, 2025, the Corporation had unamortized fees of $868,405 (December 31, 2024 - $1,039,517) which are netted against the Investment Portfolio. The Corporation's policy is to recognize unamortized fees using the effective interest method over the contractual terms of mortgages.

PART IV

Results of Operations

Revenues

For the three months ended December 31, 2025, revenues increased by 5.3% to $17,052,742 compared to

$16,198,109 for the three months ended December 31, 2024. For the year ended December 31, 2025, revenues decreased by 2.8% to $66,722,216 compared to $68,632,934 for the year ended December 31, 2024.

Revenues for the three and year ended December 31, 2025 and 2024 are broken down as follows:

THREE MONTHS ENDED DECEMBER 31, 2025 DECEMBER 31, 2024 % CHANGE

Interest

$ 15,209,094

89.2 %

$ 15,213,510

93.9 %

(0.03)%

Commitment & Renewal Fees

482,548

2.8 %

637,543

4.0 %

(24.3)%

Other Income

1,361,100

8.0 %

347,056

2.1 %

292.2 %

$ 17,052,742

100 %

$ 16,198,109

100 %

5.3 %

YEAR ENDED DECEMBER 31, 2025 DECEMBER 31, 2024 % CHANGE

Interest

$ 62,676,913

9.39 %

$ 63,514,779

92.5 %

(1.3)%

Commitment & Renewal Fees

1,531,645

2.3 %

2,186,553

3.2 %

(30.0)%

Other Income

2,513,658

3.8 %

2,931,602

4.3 %

(14.3)%

$ 66,722,216

100 %

$ 68,632,934

100 %

(2.8)%

For the three months ended December 31, 2025, interest income of $15,209,094 was in line with the interest income reported for the comparable period in 2024. Interest income for the year ended December 31, 2025 decreased by 1.3% to $62,676,913 as compared to $63,514,779 reported for the same period in 2024. The decrease is primarily a result of lower interest income due to a lower weighted average interest rate over the comparable period in 2024.

For the three months ended December 31, 2025, commitment and renewal fees were $482,548, a decrease of 24.3% from $637,543 reported for the comparable period in 2024. For the year ended December 31, 2025, commitment and renewal fees were $1,531,645, a decrease of 30.0% from $2,186,553 reported for the comparable period in 2024.

For the three months and year ended December 31, 2025, other income was $1,361,100 and $2,513,658 (2024 -

$347,056 and $2,931,602), respectively. The increase in other income for the three months ended December 31, 2025, compared to the same period in 2024, was primarily attributable to a one-time special profit of $1.3 million from a single loan.

Corporation Manager Interest Allocation

During the three months ending December 31, 2025, the Corporation Manager received $1,182,314 (December 31, 2024 - $1,194,157), through an interest sharing arrangement with the Corporation. For the year ended December 31, 2025, $4,714,215 (December 31, 2024 - $4,613,485) was received by the Corporation Manager under this arrangement. The increase resulted mainly from higher average Investment Portfolio balance in 2025 as compared to 2024.

Interest Expense

Interest expense includes interest in our borrowing facility and outstanding debentures. For the three months ended December 31, 2025, interest expense decreased by 9.4% to $3,060,723 as compared to $3,379,511 for the three months ended December 31, 2024. For the year ended December 31, 2025, interest expense decreased by 12.1% to $12,435,302 as compared to $14,151,885 for the year ended December 31, 2024. The decrease in interest expense is primarily due to lower average outstanding debenture principal during 2025.

Interest expense is broken down as follows:

THREE MONTHS ENDED DECEMBER 31, 2025 DECEMBER 31, 2024 % CHANGE

Bank Interest Expense

$ 774,858

25.3 %

$ 1,117,231

33.1 %

(30.6)%

Debenture Interest Expense

2,285,865

74.7 %

2,262,280

66.9 %

1.0 %

$ 3,060,723

100 %

$ 3,379,511

100 %

(9.4)%

YEAR ENDED DECEMBER 31, 2025 DECEMBER 31, 2024 % CHANGE

Bank Interest Expense

$ 3,929,773

31.6 %

$ 4,044,784

28.6 %

(2.8)%

Debenture Interest Expense

8,505,529

68.4 %

10,107,101

71.4 %

(15.8)%

$ 12,435,302

100 %

$ 14,151,885

100 %

(12.1)%

General and Administrative (G&A) Expenses

For the three months ended December 31, 2025, G&A expenses were $487,876 (2024 - $511,542). For the year ended December 31, 2025, G&A expenses were $1,733,050, as compared to $1,622,628 in the comparable period in 2024.

Incentive Option Plan

The following is the status of the stock options issued under the Corporation's stock option plan:

YEAR ENDED DECEMBER 31, 2025 YEAR ENDED DECEMBER 31, 2024

NUMBER OF OPTIONS

WEIGHTED AVERAGE EXERCISE

PRICE

AMOUNT3

NUMBER OF OPTIONS

WEIGHTED AVERAGE EXERCISE

PRICE

AMOUNT3

Outstanding, beginning of period

3,245,000

$ 11.73

$ 2,618,154

3,245,000

$ 11.73

$ 2,535,489

Options granted/amortization amount

-

-

82,439

-

-

82,665

Outstanding, end of period

3,245,000

11.73

$ 2,618,154

3,245,000

$ 11.73

$ 2,618,154

Number of options exercisable

2,895,000

$ 11.74

2,725,000

$ 11.75

3The outstanding amount corresponds to the stock-based compensation associated with the issued stock options.

The following options were issued and outstanding as at December 31, 2025:

EXPIRY DATE

NUMBER OF OPTIONS

OUTSTANDING

EXERCISE PRICE

NUMBER OF OPTIONS EXERCISABLE

August 14, 2030

1,515,000

11.70

1,515,000

December 6, 2031

100,000

13.97

100,000

July 6, 2032

1,630,000

11.62

1,280,000

Total

3,245,000

$ 11.73

2,895,000

The total number of stock options outstanding as at December 31, 2025 is 3,245,000 (December 31, 2024 -3,245,000), of which 2,895,000 stock options are vested and exercisable (December 31, 2024 - 2,725,000).

The weighted average remaining life expectancy of the outstanding options is 5.6 years.

Fair Value Adjustment on Investment Portfolio and Provision for Expected Credit Losses on Investment Portfolio and Interest Receivable

The Fair Value Adjustment on the Corporation's Investment Portfolio as at December 31, 2025 was a recovery of

$1,445,407 (2024 - decrease of $3,657,919). The provision for expected credit losses on Investment Portfolio and interest receivable for the year ended December 31, 2025 was $11,731,054 (2024 - $9,275,902). The sum of the fair value adjustment and provision for expected credit losses for the year ended December 31, 2025, was an expense of $10,285,647 (2024 - $12,933,821).

Net Income and Comprehensive Income

Net income and comprehensive income for the three months ended December 31, 2025, was $8,735,874 (December 31, 2024 - $9,164,362), which represents a decrease of 4.7% over the comparable prior year quarter. Net income and comprehensive income for the year ended December 31, 2025, was $37,471,563 (December 31,2024 -

$35,228,450), which represents an increase of 6.4% over the comparable prior year period. Income for the three months ended December 31, 2025 represented an annualized return on total shareholders' equity (based on the month end average total shareholders' equity in the quarter) of 8.17%. This return on total shareholders' equity represents 583 basis points per annum over the average one-year Government of Canada Treasury bill yield of 2.34% and is well in excess of the Corporation's stated target yield objective of 400 basis points per annum over the average one-year Government of Canada Treasury bill yield. The above return on total shareholders' equity is a non-IFRS financial measure and does not have any standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other issuers. This non-IFRS measure provides useful information to the Corporation's shareholders as it provides a measure of return generated on the Corporation's equity base.

Earnings Per Share

Basic weighted average earnings per share for the three months ended December 31, 2025 was $0.238 (December 31, 2024 - $0.249). Basic weighted average earnings per share for the year ended December 31, 2025 was $1.020 (December 31, 2024 - $0.996).

Diluted weighted average earnings per share for the three months ended December 31, 2025 was $0.237 (December 31, 2024 - $0.248). Diluted weighted average earnings per share for the year ended December 31, 2025 was $1.015 (December 31, 2024 - $0.990).

QUARTERLY FINANCIAL INFORMATION

DEC. 31

SEP. 30

JUN. 30

MAR. 31

DEC. 31

SEP. 30

JUN. 30

MAR. 31

DEC. 31

SEP. 30

JUN. 30

MAR. 31

DEC. 31

($IN MILLIONS EXCEPT PER UNIT AMOUNTS) 2025

2025

2025

2025

2024

2024

2024

2024

2023

2023

2023

2023

2022

Operating revenue $ 17.04

$ 16.86

$ 15.73

$ 17.08

$ 16.19

$ 19.08

$ 17.07

$ 16.29

$ 18.11

$ 17.24

$ 17.52

$ 19.02

$ 17.53

Interest expense3.07

2.95

3.01

3.41

3.70

3.57

3.77

3.44

3.88

3.57

4.10

4.00

4.10

Corporation manager spread interest

allocation1.18

1.20

1.14

1.19

1.19

1.19

1.11

1.12

1.16

1.07

1.12

1.50

1.12

General & administrative expenses0.48

0.51

0.37

0.38

0.52

0.35

0.40

0.36

0.66

0.43

0.46

0.32

0.46

Share based compensation0.02

0.02

0.02

0.02

0.02

0.02

0.02

0.02

0.02

0.02

0.02

0.02

0.02

Fair value adjustment on investment

portfolio (0.07)

0.08

(0.21)

(1.25)

0.97

1.20

0.11

1.37

(0.08)

3.76

2.00

-

2.10

Impairment loss/(recovery) on investment

portfolio3.63

3.02

1.72

3.36

0.95

3.79

3.12

1.41

4.14

(0.20)

1.30

4.47

1.30

Income $ 8.73

$ 9.08

$ 9.68

$ 9.97

$ 9.16

$ 8.96

$ 8.54

$ 8.57

$ 8.33

$ 8.59

$ 8.52

$ 8.71

$ 8.43

Earnings per share

Basic $ 0.238

$ 0.247

$ 0.263

$ 0.271

$ 0.249

$ 0.250

$ 0.247

$ 0.248

$ 0.242

$ 0.249

$ 0.245

$ 0.253

$ 0.245

Diluted $ 0.237

$ 0.246

$ 0.262

$ 0.268

$ 0.248

$ 0.249

$ 0.247

$ 0.247

$ 0.241

$ 0.247

$ 0.243

$ 0.242

$ 0.243

Dividends per share $ 0.318

$ 0.234

$ 0.234

$ 0.234

$ 0.290

$ 0.234

$ 0.234

$ 0.234

$ 0.288

$ 0.234

$ 0.234

$ 0.234

$ 0.248

Dividends

For the year ended December 31, 2025, the Corporation declared dividends on the Shares totaling $37,471,563 or

$1.02 per Share, versus $35,215,038 or $0.992 per Share for the year ended December 31, 2024. The number of Shares outstanding at December 31, 2025 was 36,738,425, compared to 36,734,405 at December 31, 2024.

DECEMBER 31, 2025 DECEMBER 31, 2024

CHANGE

Cash Flow from Operating Activities (net of cash changes to the investment portfolio)

$ 89,934,070 $ (13,762,963)

Net income and comprehensive income

37,471,563 35,228,450

6 %

Declared Dividends

Excess (Deficit) Cash Flow from Operating Activities (net of cash changes to the investment portfolio) Over Declared Dividends

37,471,563 35,215,038

52,462,507 (48,978,001)

6 %

Surplus of Net Income Over Declared Dividends

- 13,412

The deficit of cash flow from the operating activities over

declared dividend in 2024 was funded

from bank

indebtedness and from the credit facility.

PART V

Changes in Financial Position

Amounts Receivable & Prepaid Expenses

The amounts receivable and prepaid expenses of $7,298,249 as at December 31, 2025 (December 31, 2024 -

$8,052,370) are comprised of interest receivable (net of expected credit losses) of $5,262,099, prepaid expenses of

$496,792, and fees and special income receivable of $1,539,358.

Credit Facility and Bank Indebtedness

The credit facility was drawn in the amount of $25,265,769 at December 31, 2025 (December 31, 2024 -

$54,626,159), related to borrowings in Canadian dollars of $8,000,000 (December 31, 2024 - $36,500,000) and in US dollars of $12,597,234 (in Canadian dollars $17,265,769), (December 31, 2024 - US dollar borrowings

$12,597,234 (in Canadian dollars $18,126,159)).

Convertible Debentures

As at December 31, 2025, the Corporation had four series of convertible debentures outstanding, as outlined below:

TICKER

SYMBOL

COUPON

ISSUE DATE

MATURITY DATE

CURRENT

PRINCIPAL

STRIKE PRICE

PER SHARE

CARRYING

VALUE

FC.DB.J

5.50 %

Nov. 23, 2018

Jan. 31, 2026

24,966,000

14.60

24,957,676

FC.DB.K

5.00 %

Sep. 3, 2021

Sep. 30, 2028

46,000,000

17.75

44,097,075

FC.DB.L

5.00 %

Jan. 31, 2022

Mar. 31, 2029

43,700,000

17.00

41,267,901

FC.DB.M

5.50 %

Oct.14, 2025

Dec.31, 2032

28,150,000

14.06

25,265,266

Total / Average

5.19 %

$ 142,816,000

$ 135,587,918

As at December 31, 2025, the principal balance for the outstanding convertible debentures was $142,816,000 (December 31, 2024 - $139,683,000). The aggregate convertible debenture carrying value as at December 31, 2025 was $135,587,918 (December 31, 2024 - $133,583,951). The weighted average effective interest rate of the convertible debentures as at December 31, 2025 was 5.19% (December 31, 2024 - 5.16%).

On May 12, 2025, the Corporation completed the repayment of 5.40% convertible unsecured subordinated debentures (FC.DB.I). This repayment was completed with a cash payment of the aggregate principal amount of

$25,000,000 and all accrued interest to the time of repayment.

On October 14, 2025, the Corporation completed a public offering of 5.50% convertible unsecured subordinated debentures (FC.DB.M) at a price of $1,000 per debenture for gross proceeds of $25,000,000. On October 21, 2025, the over-allotment option for this offering was exercised whereby additional 5.50% convertible unsecured debentures at a price of $1,000 per debenture for gross proceed of $3,150,000 were issued. These debentures mature on December 31, 2032, and interest is paid semi-annually on the last day of June and December of each year. These debentures are convertible at the option of the holder at any time prior to the maturing date at a conversion price of

$14.06 per Share. The net proceeds from this public offering of debentures were utilized to repay indebtedness of the Corporation owing under the Corporation's credit facility.

On August 31, 2024, the Corporation fully repaid its 5.30% convertible unsecured subordinated debentures (FC.DB.H). The repayment was made through a cash payment of the total principal amount of $26,500,000, along with all accrued interest up to the maturity date.

Other Liabilities

Other liabilities for the Corporation include the following:

ADDITIONAL LIABILITIES

DECEMBER 31, 2025

DECEMBER 31, 2024

CHANGE

Accounts Payable and Accrued Liabilities

$ 2,851,131

$ 3,012,779

(5.37)%

Shareholders' Dividend Payable

5,951,625

4,922,410

20.91 %

Total

$ 8,802,756

$ 7,935,189

10.93 %

Accounts payable and accrued liabilities decreased by 5.37% to $2,851,131 as at December 31, 2025, compared to

$3,012,779 as at December 31, 2024. Accounts payable and accrued liabilities include interest payable of

$1,186,810 (December 31, 2024 - $1,225,218) and accrued liabilities of $1,664,321 (December 31, 2024 -

$1,787,561).

Shareholders' Equity

Shareholders' equity at December 31, 2025 totaled $425,120,312 compared to $423,386,867 as at December 31, 2024. The Corporation had 36,738,425 Shares issued and outstanding as at December 31, 2025, compared to 36,734,405 Shares as at December 31, 2024.The increase reflects the issuance of 2,856 shares under the DRIP (compared to 2,597 shares as at December 31, 2024), along with 1,164 shares issued pursuant to the conversion of the 5.50% debentures (FC.DB.I) on April 17, 2025. This conversion generated total gross proceeds of $17,000.

Allowance for Expected Credit Losses

The Investment Portfolio consists primarily of the Corporation's participation in mortgage loans and real estate related debt investments. Such investments are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, the investments are measured at amortized cost using the effective interest method, less any allowance for expected credit losses. The Corporation assesses individually significant investments at each reporting date to determine whether there is objective evidence of impairment. The allowance for expected credit losses in respect of each investment measured at amortized cost is calculated as the difference between its carrying amount and the amount of the future cash flows estimated to be recoverable on loan security. Estimates and assumptions are made as to the gross sale proceeds that would be generated on the forced sale of the real property securing the related mortgage loan and reflect estimates of the current local market conditions. Estimates are made as to the costs of enforcing under the mortgage loan and of realizing on the real property. In particular, judgment by management is required in the estimation of the amount and timing of future cash flows when determining the provision for expected credit losses. These estimates are based on assumptions about a number of factors and actual results may differ, resulting in future changes to the provision. Changes in the allowance for expected credit losses are recognized in the statement of income and reflected in the provision for expected credit losses against the investments. Interest on the impaired assets continues to be recognized to the extent it is deemed to be collectible.

The allowance for credit losses is as follows:

DECEMBER 31, 2025 DECEMBER 31, 2024 TOTAL AMOUNT TOTAL AMOUNT

INVESTMENT CATEGORIES

ADJUSTMENTS

(BEFORE ALLOWANCE)

ADJUSTMENTS

(BEFORE ALLOWANCE)

Conventional First Mortgages

$ 19,800,522

$ 545,572,200

$ 14,712,500

$ 575,610,293

Conventional Non-First Mortgages

-

33,760,598

2,065,000

48,168,954

Related Debt Investments

-

8,741,884

-

10,324,694

Debtor In Possession Loan

-

6,819,308

-

6,669,208

Marketable securities

-

50,966

-

50,966

Non-Conventional Mortgages

9,257,065

15,978,315

5,048,500

12,943,328

Total Specific Allowance / Amount

$ 29,057,587

$ 610,923,271

$ 21,826,000

$ 653,767,443

IFRS 9 Collective Allowance

3,236,000

1,739,000

Total Allowance

$ 32,293,587

$ 23,565,000

Fair Value Adjustment

4,545,806

5,991,213

Total Allowance and Fair Value Adjustments

$ 36,839,393

$ 29,556,213

The following table presents the changes to the allowance for credit losses on loans as at December 31, 2025:

Stage 1

Stage 2

Stage 3

TOTAL

Balance at January 1, 2025

$ 1,323,000

$ 17,691,000

$ 4,551,000

$ 23,565,000

New fundings

465,000

73,000

-

538,000

Discharges

(458,000)

(4,407,000)

-

(4,865,000)

Transfer to (from):

Stage 1

(319,000)

166,000

153,000

-

Stage 2

2,026,000

(9,289,500)

7,263,500

-

Stage 3

109,000

500,000

(609,000)

-

Remeasurements

(1,824,000)

656,500

14,223,087

13,055,587

Balance at December 31, 2025

$ 1,322,000

$ 5,390,000

$ 25,581,587

$ 32,293,587

The following table presents the changes to the expected credit losses on investments as at December 31, 2024:

The changes to the provision

Stage 1

Stage 2

Stage 3

Total

Balance at January 1, 2024

$ 1,124,700

$ 42,000

$ 11,153,000

$ 12,319,700

New fundings

587,000

38,000

-

625,000

Discharges

(350,000)

-

(1,125,000)

(1,475,000)

Transfer to (from):

Stage 1

(193,700)

177,700

16,000

-

Stage 2

30,000

(30,000)

-

-

Stage 3

23,000

7,448,000

(7,471,000)

-

Remeasurements

102,000

10,015,300

1,978,000

12,095,300

Balance at December 31, 2024

$ 1,323,000

$ 17,691,000

$ 4,551,000

$ 23,565,000

The loans comprising the Investment Portfolio are stated at amortized cost or FVTPL. As of December 31, 2025, the allowance for expected credit losses and fair value adjustment was $36,839,393 (December 31, 2024, allowance for expected credit losses and fair value adjustment - $29,556,213) of which $29,057,587 (December 31, 2024 -

$21,826,000) represents the total amount of management's estimate of the shortfall between the investment balances and the estimated recoverable amount from the security under the specific loans. The total amount of management's estimate of fair value adjustment was $4,545,806 (2024 - $5,991,213) on investments stated at FVTPL on December 31, 2025.

During 2024 one US dollar Related debt investment carried at FVTPL was written off for $8,058,900 (US $5,088,021) that had previously already been a full unrealized loss in previous reporting periods.

The Corporation also assessed collectively for allowance for expected credit losses to identify potential future losses, by grouping the Investment Portfolio with similar risk characteristics to determine whether a collective allowance should be recorded due to loss events for which there is objective evidence, but whose effects are not yet evident. Based on the amounts determined by this analysis, the Corporation used judgement to determine the amounts calculated. As at December 31, 2025, the Corporation carries a collective provision for expected credit losses of

$3,236,000 (December 31, 2024 - $1,739,000).

As at December 31, 2025, the Investment Portfolio included fourteen investments totaling $65,607,202 (December 31, 2024 - fourteen investments totaling $63,537,972) for which a specific allowance of $29,057,587 (December 31, 2024 - $21,826,000) was recorded in the Corporation's allowance for expected credit losses.

As at December 31, 2025, the Investment Portfolio included four investments totaling $5,362,795 (December 31, 2024 four investments $5,999,364) for which a fair value loss adjustment of $4,545,806 was recorded (December 31, 2024 - $5,991,213).

The following table presents the transfers between stages of the gross investments at amortized cost at December 31, 2025:

STAGE 1

STAGE 2

STAGE 3

TOTAL

Balance at January 1, 2025

$ 509,773,000

$ 121,373,544

$ 12,400,239

$ 643,546,783

New fundings

146,520,905

12,667,500

-

159,188,405

Discharges Transfer to (from)1:

(183,206,854)

(26,668,217)

-

(209,875,071)

Stage 1

(149,697,874)

79,988,211

69,709,663

-

Stage 2

37,984,961

(60,570,354)

22,585,393

-

Stage 3

2,125,994

1,764,245

(3,890,239)

-

Net of Advances/Repayments

25,363,452

(16,889,818)

951,670

9,425,304

Balance at December 31, 2025

$ 388,863,584

$ 111,665,111

$ 101,756,726

$ 602,285,421

The following table presents the transfers between stages of the gross investments at amortized cost at December 31, 2024:

STAGE 1

STAGE 2

STAGE 3

TOTAL

Balance at January 1, 2024

$ 474,484,716

$ 24,335,277

$ 82,277,977

$ 581,097,970

New fundings

225,358,923

-

-

225,358,923

Discharges Transfer to (from)1:

(173,596,951)

(9,291,432)

(1,705,761)

(184,594,144)

Stage 1

(64,740,101)

60,695,856

4,044,245

-

Stage 2

1,708,500

(1,708,500)

-

-

Stage 3

1,162,500

29,212,837

(30,375,337)

-

Net of Advances/Repayments

45,395,413

18,129,506

(41,840,885)

21,684,034

Balance at December 31, 2024

$ 509,773,000

$ 121,373,544

$ 12,400,239

$ 643,546,783

Related Party Transactions

Transactions with related parties are in the normal course of business and are recorded at the exchange amount, which is the amount of consideration established and agreed to by the related parties and are measured at fair value.

The Corporation Manager (a company related to certain officers and/or directors of the Corporation) receives an allocation of interest, referred to as the Corporation's joint venture interest arrangement, calculated at 0.75% per annum of the Corporation's daily outstanding performing investment balances. For the year ended December 31, 2025, this amount was $4,714,215 (December 31, 2024 - $4,613,485). Included in accounts payable and accrued liabilities at December 31, 2025 are amounts payable to the Corporation Manager of $405,853 (December 31, 2024 - $415,384).

The Mortgage Banker (a company related to officers and/or directors of the Corporation) receives certain fees from borrowers as follows: loan servicing fees equal to 0.10% per annum on the principal amount of each of the Corporation's investments; 75% of all of the commitment and renewal fees generated from the Corporation's investments; and 25% of all of the special profit income generated from the non-conventional investments after the Corporation has yielded a 10% per annum return on its investments. Interest and fee income of the Corporation is net of the loan servicing fees paid to the Mortgage Banker of approximately $629,000 for the year ended December 31, 2025 (December 31, 2024 - $615,000). The Mortgage Banker also retains all overnight float interest and incidental fees and charges payable by borrowers on the Corporation's investments.

The Corporation's Joint Venture Agreement and Mortgage Banking Agreement contain, respectively, allowances for the payment of termination fees to the Corporation Manager and Mortgage Banker in the event that the respective agreements are either terminated or not renewed.

A significant number of the Corporation's investments are shared with other investors of the Mortgage Banker, which may include members of management of the Mortgage Banker and/or officers or directors of the Corporation. The Corporation ranks equally with other members of the syndicate as to receipt of principal and income.

The Corporation holds a mortgage receivable secured by a registered first charge over real property, from an entity considered a related party by virtue of certain common officers and directors. The mortgage bears interest calculated daily as the 30-day average Secured Overnight Financing Rate plus 250 basis points with a maturity date of January 1, 2026. Subsequent to year-end, the mortgage was renewed and now matures on January 1, 2027.

As at December 31, 2025, the outstanding principal balance was $16,609,464 (USD $12,118,389) (December 31, 2024 - $17,437,150 (USD $12,118,389) with the Corporation having an 81% participation interest of $13,451,386 (USD $9,814,232) (December 31, 2024 - $14,121,698 (USD $9,814,232)).

The mortgage was originated and is maintained on terms the Corporation believes to be consistent with prevailing market conditions and was approved in accordance with the Corporation's policies and procedures.

Key Management Compensation

Aggregate compensation paid to key management personnel (including payments to related parties for their recovery of costs), consisted of short-term employee compensation of $1,051,684 (December 31, 2024 - $1,040,927) for the three months ended December 31, 2025 and for the year ended December 31, 2025 was $4,782,401 (December 31, 2024 - $4,108,676). All compensation was paid by the Corporation's Manager and not by the Corporation.

For the three months ended December 31, 2025, the total directors' fee expenses were $80,250 (December 31, 2025 - $80,250). For the year ended December 31, 2025, the total director's fee expenses were $321,000 (December 31, 2025 - $321,000). Certain key management personnel are also directors of the Corporation and

have received compensation from the Corporation Manager. The Corporation's directors and officers held 850,100 Shares as at December 31, 2025 (December 31, 2024 - 854,875 Shares).

Related party transactions are further discussed and detailed in the Corporation's AIF and in note 11 of the accompanying audited consolidated financial statements of the Corporation for the year ended December 31, 2025.

Income Taxes

The Corporation qualifies as a mortgage investment corporation within the meaning of the Income Tax Act (Canada). As such, the Corporation is entitled to deduct from its taxable income dividends paid to shareholders during the year or within the first 90 days of the following taxation year. In order to maintain its status as a mortgage investment corporation, the Corporation must continually meet all criteria enumerated in the relevant section of the Income Tax Act (Canada) throughout each taxation year. The Corporation intends to maintain its status as a mortgage investment corporation and intends to distribute sufficient dividends in the year and in future years to ensure that the Corporation has no tax payable under the Income Tax Act (Canada). Accordingly, for financial statement reporting purposes, the tax deductibility of the Corporation's dividends results in the Corporation being effectively exempt from taxation and no allowance for current or deferred income taxes is required.

Critical Accounting Estimates

The determination of the allowance for expected credit losses for the Investment Portfolio is a critical accounting estimate.

The Investment Portfolio is classified as loans and receivables. Such investments are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, mortgage loans are measured at amortized cost using the effective interest method, less any expected credit losses. The investments are assessed at each reporting date to determine a allowance for expected credit losses. Losses are recognized in the statement of income and reflected in the allowance account against mortgage investments. When a subsequent event causes the amount of expected credit loss to decrease, the decrease in allowance for expected credit losses is reversed through the statement of income. Management is required to consider the estimated future cash flow recovery from the collateral securing the mortgage investments. The estimation of cash flow recovery is performed on an individual mortgage basis and is based on assumptions pertinent to each mortgage investment. Each mortgage analysis often has unique factors that are considered in determining the cash flow and realizable value of the underlying security. The estimates are based on historical experience and other assumptions that management believes are responsible and appropriate in the circumstances. Actual results may differ from these estimates.

Classification & Measurement of Financial Assets

Mortgage investments and other loans are classified based on the business model for managing assets and the contractual cash flow characteristics of the asset. The Corporation exercises judgment in determining both the business model for managing the assets and whether cash flows consist solely of principal and interest.

Measurement of Expected Credit Loss

The expected credit loss model requires the recognition of credit losses based on 12 months of expected losses for performing loans and recognition of lifetime losses on performing loans that have experienced a significant increase in credit risk since origination.

The determination of a significant increase in credit risk takes into account different factors and varies by nature of investment. The Corporation assumes that the credit risk on a financial asset has increased significantly if more than 30 days past due as well as other criteria, such as watch list status and changes in weighted probability of default since origination.

The assessment of the significant increase in credit risk requires experienced credit judgment. In determining whether there has been a significant increase in credit risk and in calculating the amount of expected credit losses, the Corporation must rely on estimates and exercise judgment regarding matters for which the ultimate outcome is unknown. These judgments include changes in circumstances that may cause future assessments of credit risk to be materially different from current assessments, which could require an increase or decrease in the allowance for credit losses.

The calculation of expected credit losses includes the explicit incorporation of forecasts of future economic inputs, such as real gross domestic product, interest rates and unemployment rates.

Financial Instruments

The fair values of amounts receivable, and cash and cash equivalents, bank indebtedness, accounts payable and accrued liabilities, credit facility and shareholder dividends payable approximate their carrying values due to their short-term maturities.

The fair value of the Investment Portfolio approximates its carrying value as the majority of the loans are fully open for repayment at any time without penalty and have floating interest rates. There is no quoted price in an active market for mortgage and loan investments or mortgage syndication liabilities. Management makes its determinations of fair value based on its assessment of the current lending market for mortgage and loan investments of the same or similar terms. As a result, the fair value of mortgage and loan investments is based on Level 3 on the fair value hierarchy.

The fair values of loans payable, when incurred, approximate their carrying values due to the fact that the majority of the loans are: (i) repayable in full, at any time, upon the repayment of the underlying loan that secures the loan payable, and (ii) have floating interest rates linked to the prime rate.

The fair value of convertible debentures, including their conversion option, has been determined based on the closing price of the debentures of the Corporation on the TSX for the applicable date.

The fair value of marketable securities has been determined based on the closing price of the security of the respective entity listed on the TSX for the applicable date.

The tables in note 14 of the audited consolidated financial statements of the Corporation for the year ended December 31, 2025, and December 31, 2024 respectively, present the fair values of the Corporation's financial instruments as at December 31, 2025 and December 31, 2024.

Contractual Obligations

Contractual obligations as at December 31, 2025 are due as follows:

TOTAL

LESS THAN 1 YEAR

1-3 YEARS

4-7 YEARS

Credit facility

$ 25,265,769

$ -

$ 25,265,769

$ -

Accounts payable and accrued liabilities

2,851,131

2,851,131

-

-

Shareholders' dividends payable

5,951,625

5,951,625

-

-

Convertible debentures

142,816,000

24,966,000

46,000,000

71,850,000

Subtotal - Liabilities

176,884,525

33,768,756

71,265,769

71,850,000

Future advances under portfolio

89,045,576

89,045,576

-

-

Liabilities and contractual obligations

$ 265,930,101

$ 122,814,332

71,265,769

71,850,000

Material Accounting Policy Information

The material accounting policy information used is consistent with those as described in note 3 of the Corporation's

audited consolidated financial statements for the year ended December 31, 2025.

Liquidity and Capital Resources

As a result of the Corporation's intent to qualify as a mortgage investment corporation, the Corporation intends to distribute no less than 100% of the taxable income of the Corporation, determined in accordance with the Income Tax Act (Canada), to its shareholders. The result is that growth in the Investment Portfolio can only be achieved through the raising of additional equity, issuing debt, and utilizing available borrowing capacity. As at December 31, 2025, the Corporation had not utilized its full leverage availability, being a maximum of 50% of its first mortgage investments. Unadvanced committed funds under the existing Investment Portfolio amounted to $89 million as at December 31, 2025 (December 31, 2024 - $131 million). These commitments are anticipated to be funded from the Corporation's credit facility and borrower repayments under the Investment Portfolio.

The Corporation's limit on its revolving line of credit was $205 million that was used to fund the timing differences between investment advances and investment repayments. The committed facility's maturity date was extended to October 7, 2027 during current fiscal year. The Corporation is in compliance with the covenants contained in the credit facility and expects to be in compliance with such covenants going forward. The Corporation's investments are predominantly short-term in nature, and as such, the continual repayment by borrowers of existing mortgage investments creates liquidity for ongoing investments and funding commitments.

Risks and Uncertainties

The Corporation follows investment guidelines and operating policies, as outlined in the AIF. Our Board of Directors, in its discretion, may amend or approve investments that exceed these guidelines and policies as investments are

made. These policies govern such matters as: (i) restricting exposure per mortgage investment; (ii) requirements for director approvals; and (iii) implementation of operational risk management policies.

The Corporation's independent directors take an active role in approving the investments that the Corporation makes. During the year ended December 31, 2025, 45 investment proposals were sent to the Board of Directors for approval. Under the investment guidelines, investment amounts between $1 million to $2 million require one independent director's approval, and investments with total investment amounts over $2 million require no less than three independent directors' approvals.

The Corporation is faced with the following ongoing risk factors, among others, that would affect shareholders' equity and the Corporation's ability to generate returns. A greater discussion of risk factors that affect the Corporation are included in the AIF under the section "Risk Factors", which section is incorporated herein by reference.

  • Economic uncertainty, driven by factors like inflation, restrictive trade policies and recessions, can significantly impact real estate values and borrowers' financial health. Government policies, political stability, and international trade decisions and conflicts play a crucial role in shaping these conditions. The risk of loan defaults and declining property values increases as borrowers face financial struggles during economic downturns. Continuous monitoring of economic indicators and real estate trends is essential for mitigating risks, and stakeholders must be proactive in adjusting strategies.

  • Under various federal, provincial and municipal laws, an owner or operator of real property could become liable for the cost of removal or remediation of certain hazardous or toxic substances released on or in its properties or disposed of at other locations. The existence of such liability can have a negative impact on the value of the underlying real property securing a mortgage. The Corporation does not own the real property securing its Investment Portfolio and thus would not attract the environmental liability that an owner would be exposed to. In rare circumstances where a mortgage is in default, the Corporation may take possession of real property and may become liable for environmental issues as a mortgagee in possession. The Corporation obtains phase 1 environmental reports for mortgages where the Mortgage Banker determines that such reports would be prudent given the nature of the underlying property.

  • The inability to obtain borrowings and leverage, thus reducing yield enhancement.

  • Dependence on the Corporation Manager and Mortgage Banker. The Corporation's earnings are impacted by the Mortgage Banker's ability to source and generate appropriate investments that provide sufficient yields while maintaining pre-determined risk parameters. The Corporation has also entered into long-term contracts with the Mortgage Banker and the Corporation Manager, as more particularly described in the AIF. The Corporation is exposed to adverse developments in the business and affairs of the Corporation Manager and Mortgage Banker, since the day-to-day activities of the Corporation are run by the Corporation Manager and since all of the Corporation's investments are originated by the Mortgage Banker.

  • Portfolio face rate fluctuations. The interest rate earned on the Corporation's Investment Portfolio fluctuates given that (i) it continually revolves given that it is short term in nature; and (ii) the portfolio is predominately floating rate interest with floors.

  • Interest rate risk. The Corporation's operating loan has a floating rate and an increase in market interest rates would increase the Corporation's cost of borrowing. Increases in market interest rates could, in general, also negatively impact borrowers' ability to service their debt and could impact real estate values.

  • No guaranteed return. There is no guarantee as to the return that an investment in Shares of the Corporation will earn.

  • Qualification as a Mortgage Investment Corporation. Although the Corporation intends to qualify at all times as a mortgage investment corporation, no assurance can be provided in this regard. If for any reason the Corporation does not maintain its qualification as a mortgage investment corporation under the Income Tax Act (Canada) (the "Tax Act"), dividends paid by the Corporation on the Shares will cease to be deductible by the Corporation in computing its income and will no longer be deemed by the rules in the Tax Act that apply to mortgage investment corporations to have been received by shareholders as bond interest or a capital gain, as the case may be. In consequence, the rules in the Tax Act regarding the taxation of public corporations and their shareholders should apply, with the result that the combined corporate and shareholder tax may be significantly greater.

  • Investment Portfolio size. The Investment Portfolio size (and income generated thereon) can fluctuate and will decrease when repayments exceed new advances. Our ability to make investments in accordance with our objectives and investment policies depends upon the availability of suitable investments and the general economy and marketplace. Repayments of investments can be significant given the open prepayment provision associated with most investments.

  • Limited sources of borrowing. The Canadian financial marketplace is characterized as having a limited number of financial institutions that provide credit to entities such as ours. The limited availability of sources of credit may limit our ability to obtain additional leverage, if required.

  • Liquidity risk. Liquidity risk is the risk the Corporation will not be able to meet its financial obligations as they come due. The Corporation's approach to managing liquidity risk is to ensure, to the extent possible, that it always has sufficient liquidity to meet its liabilities when they come due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Corporation's credit worthiness. The Corporation manages liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. If the Corporation is unable to continue to have access to its loans and mortgages syndications and revolving operating facility, the size of the Corporation's loan and mortgage investments will decrease, and the income historically generated through holding larger investments by utilizing leverage will not be earned.

  • Demand loan bank indebtedness. A significant component of the Corporation's bank indebtedness is in the form of a demand facility, repayment of which can be demanded by the bank at any time.

  • Specific investment risk for non-conventional mortgage and second mortgage investments. Non-conventional and second mortgage investments attract higher loan loss risk due to their subordinate ranking to other mortgage charges and sometimes high loan to value ratio. Consequently, this higher risk is compensated for by a higher rate of return. In order to mitigate risk and maintain a well-diversified Investment Portfolio, the operating policies of the Corporation generally limit the amount of Conventional Non-First Mortgage investments to a maximum of

    30% of the Corporation's capital, subject to the Board of Directors' approval for any modifications to the operating policies.

  • Reliance on Borrowers. After the funding of an investment, we rely on borrowers to maintain adequate insurance and proper adherence to environmental regulations during the ongoing management of their properties.

  • Credit Risk. The Investment Portfolio is exposed to credit risk. Credit risk is the risk that a counterparty to a financial investment will fail to fulfill its obligations or commitment, resulting in a financial loss to the Corporation.

  • Change in Legislation. There can be no assurance that certain laws applicable to the Corporation, including Canadian federal and provincial tax legislation, commodity and sales tax legislation, tax proposals, other governmental policies or regulations and governmental, administrative or judicial interpretation thereof, will not change in a manner that will adversely affect the Corporation or fundamentally alter the tax consequences to shareholders acquiring, holding or disposing of Shares.

  • Litigation risk. We may, from time to time, become involved in legal proceedings in the course of our business. The costs of litigation and settlement can be substantial and there is no assurance that such costs will be recovered in whole or at all. During litigation, we might not receive payments of interest or principal on a mortgage that is the subject of litigation, which would affect our cash flows. An unfavourable resolution of any legal proceedings could have a material adverse effect on us, our financial position and results of operations.

  • Ability to manage growth. We intend to grow our Investment Portfolio. In order to effectively deploy our capital and monitor our loans and investments in the future, we, the Corporation Manager and/or the Mortgage Banker will need to retain additional personnel and may be required to augment, improve or replace existing systems and controls, each of which can divert the attention of management from their other responsibilities and present numerous challenges. As a result, there can be no assurance that we would be able to effectively manage our growth and, if unable to do so, our Investment Portfolio, and the market price of our securities, may be materially adversely affected.

  • Cyber risk. We collect and store confidential and personal information. Unauthorized access to our computer systems could result in the theft or publication of confidential information or the deletion or modification of records or could otherwise cause interruptions in our operations. In addition, despite implementation of security measures, our systems are vulnerable to damages from computer viruses, natural disasters, unauthorized access, cyber-attack and other similar disruptions. Any such system failure, accident or security breach could disrupt our business and make our applications unavailable. If a person penetrates our network security or otherwise misappropriates sensitive data, we could be subject to liability or our business could be interrupted, and any of these developments could have a material adverse effect on our business, results of operations and financial condition.

  • Convertible debentures. Risks relating to the ownership of our outstanding convertible debentures are set out in the section entitled "Risk Factors" contained in each of our (final) prospectuses or prospectus supplements qualifying the distribution of such outstanding convertible debentures, which sections are incorporated herein by reference and available on SEDAR+ at https://www.sedarplus.ca.

  • Currency risk. Currency risk is the risk that the fair value or future cash flows of the Corporation's foreign currency-denominated investments and cash and cash equivalents will fluctuate based on changes in foreign currency exchange rates. Consequently, the Corporation is subject to currency fluctuations that may impact its financial position and results of operations. The Corporation manages its currency risk on its investments by borrowing the same amount as the investment in the same currency. As a result, a change in exchange rate of the Canadian dollar against the U.S. dollar will not change the net income and comprehensive income and equity.

  • Public Health Crisis. The Corporation's business, operations and financial condition could be materially adversely affected by the outbreak of epidemics or pandemics or other health crises beyond its control.

Responsibility of Management and the Board of Directors

Management is responsible for the information disclosed in this MD&A, and has in place the appropriate information systems, procedures, and controls to ensure that the information used internally by management and disclosed externally is complete, reliable, and timely. In addition, the Corporation's Audit Committee and Board of Directors provide an oversight role with respect to all public financial disclosures by the Corporation and have reviewed and approved this MD&A as well as the audited consolidated financial statements as at, and for the year ended, December 31, 2025.

Controls and Procedures

The Corporation maintains appropriate information systems, procedures, and controls to ensure that information disclosed externally is complete, reliable, and timely. The Corporation's Chief Executive Officer and Chief Financial Officer evaluated, or caused an evaluation under their direct supervision, of the design and operating effectiveness of the Corporation's disclosure controls and procedures (as defined in National Instrument 52-109, Certification of Disclosure in Issuers' Annual and Interim Filings) as at December 31, 2025 have concluded that such disclosure controls and procedures were appropriately designed and were operating effectively.

The Corporation has also established adequate internal controls over financial reporting to provide reasonable assurance regarding the reliability of the Corporation's financial reporting and the preparation of the financial statements for external purposes in accordance with IFRS for periods effective January 1, 2010. The Corporation's Chief Executive Officer and the Chief Financial Officer assessed, or caused an assessment under their direct supervision, of the design and operating effectiveness of the Corporation's internal controls over financial reporting (as defined in National Instrument 52-109, Certification of Disclosure in Issuers' Annual and Interim Filings) as at December 31, 2025. Based on that assessment, it was determined that the Corporation's internal controls over financial reporting were appropriately designed and operated effectively.

The Corporation did not make any changes to the design of the Corporation's internal controls over the financial reporting year ended December 31, 2025 that would have materially affected, or would be reasonably likely to materially affect, the Corporation's internal controls over financial reporting.

It should be noted that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, including instances

of fraud, if any, have been detected. These inherent limitations include, among other items: (i) that management's assumptions and judgments could ultimately prove to be incorrect under varying conditions and circumstances;

(ii) the impact of any undetected errors; and (iii) controls may be circumvented by the unauthorized acts of individuals, by collusion of two or more people, or by management override. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Forward Looking Information

Certain information included in this MD&A contains forward-looking statements within the meaning of applicable securities laws including, among others, statements concerning our 2026 objectives and our strategies to achieve those objectives, as well as statements with respect to management's beliefs, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance, or expectations that are not historical facts. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "expect", "intent", "estimate", "anticipate", "believe", "should", "plans", or "continue", or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management.

These statements are not guarantees of future performance and are based on our estimates and assumptions that are subject to risks and uncertainties, including those described above in this MD&A under Risks and Uncertainties, which could cause our actual results to differ materially from the forward-looking statements contained in this MD&A. Those risks and uncertainties include risks associated with mortgage lending, competition for mortgage lending, real estate values, interest rate fluctuations, environmental matters, and shareholder liability. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking information include the assumption that there is not a significant decline in the value of the general real estate market; market interest rates remain relatively stable; the Corporation is generally able to sustain the size of its Investment Portfolio; adequate investment opportunities are presented to the Corporation; and adequate bank indebtedness is available to the Corporation;. Although the forward-looking information contained in this MD&A is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements.

All forward-looking statements in this MD&A are qualified by these cautionary statements. Except as required by applicable law, the Corporation undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.



FIRM CAPITAL MORTGAGE INVESTMENT CORPORATION 163 Cartwright Avenue Toronto, Ontario M6A 1V5 Tel: (416) 635-0221 Email: info@firmcapital.com

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