Ifabric Corp.TSX: IFA

2025Q3Ended September 30, 2025

· Issued by Ifabric Corp.


iFABRIC CORP. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (EXPRESSED IN CANADIAN DOLLARS) (UNAUDITED) CONTENTS

Condensed Consolidated Interim Statements of Financial Position 1

Condensed Consolidated Interim Statements of Earnings (Loss) and Comprehensive Earnings (Loss) 2

Condensed Consolidated Interim Statements of Changes in Equity 3

Condensed Consolidated Interim Statements of Cash Flows 4

Notes to Condensed Consolidated Interim Financial Statements 5

NOTICE TO READER

The accompanying unaudited condensed consolidated interim financial statements of iFabric Corp. have been prepared by, and are the responsibility of, management. The unaudited condensed consolidated interim financial statements have not been reviewed by iFabric Corp.'s auditors.

As at

September 30,

2025

December 31,

2024

ASSETS

Current assets

Cash

1,233,908

2,058,156

Accounts receivable (note 4)

8,934,270

10,811,834

Inventories (note 5)

8,529,737

10,163,536

Income taxes recoverable

30,768

20,439

Foreign exchange forward contracts (note 7)

106,325

219,285

Prepaid expenses and deposits (note 6)

6,380,059

1,058,147

Total current assets

25,215,067

24,331,397

Non-current assets

Property, plant and equipment

3,293,969

3,122,705

Right-of-use assets

319,060

394,379

Deferred development costs

115,712

142,414

Deferred income taxes

1,559,700

1,443,200

Goodwill

55,050

55,050

Total non-current assets

5,343,491

5,157,748

Total assets

30,558,558

29,489,145

LIABILITIES

Current liabilities

Accounts payable and accrued liabilities (note 9)

2,631,191

4,374,022

Customer deposits

28,371

66,450

Income taxes payable

199,190

24,847

Current portion of lease liability

106,033

101,929

Current portion due to related parties

701

143,535

Current portion of car loan payable

9,938

12,358

Operating credit line (note 8)

2,345,152

-

Bank loan payable (note 10)

3,670,832

779,639

Total current liabilities

8,991,408

5,502,780

Non-current liabilties

Non-current portion of lease liability

270,602

350,698

Non-current portion of car loan payable

-

8,069

Due to related parties

-

487,372

Total non-current liabilities

270,602

846,139

Total liabilities

9,262,010

6,348,919

Commitments (note 15)

EQUITY

Equity attributable to iFabric Corp. shareholders

Capital stock (note 13)

8,818,844

8,898,580

Reserves

7,172,107

9,185,631

Retained earnings

5,125,176

4,683,019

Accumulated other comprehensive earnings

180,421

367,355

Total equity attributable to iFabric Corp. shareholders

21,296,548

23,134,585

Non-controlling interest

-

5,641

Total equity

21,296,548

23,140,226

Total liabilities and equity

30,558,558

29,489,145

Approved on behalf of the Board of Directors on November 11, 2025:

"Hylton Karon" "Hilton Price"

Director Director

Three months Nine months

For the period ended September 30,

2025

2024

2025

2024

REVENUE

COST OF SALES

9,021,607

6,294,549

4,280,564

2,523,834

21,898,808

14,289,394

16,831,408

9,697,438

GROSS PROFIT

2,727,058

1,756,730

7,609,414

7,133,970

EXPENSES

General and administrative costs

1,557,878

1,304,709

4,873,079

4,530,770

Selling costs

536,058

437,342

1,876,326

1,696,445

Reduction in impairment provision - legal claim (note 4)

-

-

-

(361,980)

Interest expense

71,060

23,882

162,544

75,537

Depreciation of property, plant and equipment and right-of-use assets

47,038

47,178

141,113

141,080

Amortization of deferred development costs

8,901

8,901

26,703

26,703

Share-based compensation

-

131,220

151,834

416,820

2,220,935

1,953,232

7,231,599

6,525,375

EARNINGS (LOSS) FROM OPERATIONS

506,123

(196,502)

377,815

608,595

OTHER EXPENSES (INCOME)

(216,968)

-

16,405

217

(40,375)

-

58,264

217

Loss (gain) on foreign exchange

Gain on disposal of capital assets

(216,968)

16,622

(40,375)

58,481

EARNINGS (LOSS) BEFORE INCOME TAXES

723,091

(213,124)

418,190

550,114

PROVISION (RECOVERY OF) FOR INCOME TAXES

100,589

78,700

(4,103)

(103,000)

142,633

(166,600)

31,195

16,200

Current

Deferred

179,289

(107,103)

(23,967)

47,395

NET EARNINGS (LOSS)

543,802

(106,021)

442,157

502,719

NET EARNINGS (LOSS) ATTRIBUTABLE TO:

543,802

-

(105,616)

(405)

442,157

-

501,083

1,636

iFabric Corp. shareholders

Non-controlling interest

OTHER COMPREHENSIVE EARNINGS (LOSS)

Unrealized gain (loss) on translation of foreign operations

543,802

(106,021)

442,157

502,719

87,421

(73,354)

(186,934)

74,008

TOTAL COMPREHENSIVE EARNINGS (LOSS)

631,223

(179,375)

255,223

576,727

EARNINGS (LOSS) PER SHARE (note 12)

0.018

0.018

(0.003)

(0.003)

0.015

0.015

0.017

0.017

Basic

Diluted

iFABRIC CORP. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY (Unaudited, Expressed in Canadian Dollars)

Attributable to iFabric Corp. shareholders

Non-controlling

interest

Total equity

Capital stock

Reserves

Contributed

surplus

Options

Retained earnings

Accumulated Other Comprehensive Earnings (Loss)

Total

Balance at December 31, 2024

8,898,580

6,751,573

2,434,058

4,683,019

367,355

23,134,585

5,641

23,140,226

Total comprehensive earnings (loss)

-

-

-

442,157

(186,934)

255,223

-

255,223

Deferred tax on share issue costs

(50,100)

-

-

-

-

(50,100)

-

(50,100)

Transaction with non-controlling interest (note 14)

-

(2,194,994)

-

-

-

(2,194,994)

(5,641)

(2,200,635)

Expiry of warrants

(29,636)

29,636

-

-

-

-

-

-

Share-based compensation

-

-

151,834

-

-

151,834

-

151,834

Balance at September 30, 2025

8,818,844

4,586,215

2,585,892

5,125,176

180,421

21,296,548

-

21,296,548

Attributable to iFabric Corp. shareholders

Non-controlling

interest

Total equity

Capital stock

Reserves

Contributed

surplus

Options

Retained earnings

Accumulated Other Comprehensive Earnings (Loss)

Total

Balance at December 31, 2023

8,989,049

6,434,584

2,180,138

3,050,405

34,924

20,689,100

10,535

20,699,635

Total comprehensive earnings (loss)

-

-

-

501,083

74,008

575,091

1,636

576,727

Deferred tax on share issue costs

(50,700)

-

-

-

-

(50,700)

-

(50,700)

Expiry of options/warrant extension

(22,869)

22,869

-

-

-

-

-

-

Share-based compensation

-

-

416,820

-

-

416,820

-

416,820

Balance at September 30, 2024

8,915,480

6,457,453

2,596,958

3,551,488

108,932

21,630,311

12,171

21,642,482

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements

For the nine months ended September 30,

2025

2024

CASH WAS PROVIDED BY (USED IN)

OPERATING ACTIVITIES

Net earnings (loss)

442,157

502,719

Items not affecting cash

Interest on lease liability

35,928

23,761

Depreciation of property, plant and equipment and right-of-use assets

141,113

141,080

Amortization of deferred development costs

26,703

26,703

Fair value adjustment on foreign exchange forward contracts

122,025

(60,166)

Gain on disposal of capital assets

-

217

Share-based compensation

151,834

416,820

Deferred income tax provision

(166,600)

16,200

753,160

1,067,334

Changes in operatings assets and liabilities

Accounts receivable

1,877,564

2,409,115

Inventories

1,633,799

1,748,386

Income taxes recoverable

(10,329)

23,132

Prepaid expenses and deposits

(5,321,912)

(1,158,753)

Foreign exchange forward contracts

(9,065)

59,377

Due from related parties

-

49,748

Accounts payable and accrued liabilities

(1,742,831)

(1,408,920)

Customer deposits

(38,079)

(9,828)

Income taxes payable

174,343

(4,249)

(3,436,510)

1,708,008

(2,683,350)

2,775,342

FINANCING ACTIVITIES

Due to related parties

(630,206)

(146,340)

Increase in investment in subsidary (note 14)

(2,200,635)

-

Increase in operating credit line

2,345,152

Increase in bank loan

2,891,193

(73,377)

Repayment of car loan

(10,489)

(10,107)

Repayment of lease liability

(111,921)

(55,891)

2,283,094

(285,715)

INVESTING ACTIVITIES

Purchase of property, plant and equipment

(237,058)

(82,859)

Proceeds on sale of property, plant and equipment

-

40,000

(237,058)

(42,859)

CHANGE IN CASH POSITION

(637,314)

2,446,768

CASH, beginning of period

2,058,156

1,571,744

Effect of foreign currency translation

(186,934)

74,008

CASH, end of period

1,233,908

4,092,520

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements

  1. NATURE OF OPERATIONS

    iFabric Corp. ("iFabric or the Company") is a Canadian public company, incorporated under the Alberta Business Corporations Act and is domiciled in Canada. iFabric is listed on the Toronto Stock Exchange ("TSX") under the trading symbol "IFA" and is traded in the United States on the OTCQX Market under the trading symbol "IFABF". The head office is located at 525 Denison Street, Unit 1, Markham, Ontario, Canada.

    The Company's principle activities relate to the business of designing and distributing women's intimate apparel and a range of complimenting accessories. The Company is also in the business of developing and distributing a range of innovative products and treatments that are suitable for application to textiles, plastics, liquids, hard surfaces and finished performance apparel which integrate one or more such treatments. These products are designed to provide added user benefits.

  2. BASIS OF PREPARATION
    1. Statement of compliance

      These unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting ("IAS 34"), as issued by the International Accounting Standards Board ("IASB"). Certain information, in particular the accompanying notes, normally included in the audited annual consolidated financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") has been omitted or condensed. Accordingly, these unaudited condensed consolidated interim financial statements do not include all the information required for full annual financial statements, and, therefore, should be read in conjunction with the audited annual consolidated financial statements and the notes thereto for the year ended December 31, 2024.

    2. Seasonal fluctuations

      The interim period results of operations do not necessarily reflect results for the full fiscal year because of seasonal fluctuations that characterize the apparel and textiles industries.

    3. Basis of measurement

      These unaudited condensed consolidated interim financial statements were prepared on a historical cost basis except for certain items which may be accounted for at fair value, as further discussed in the significant accounting policies of the most recent audited annual financial statements for the year ended December 31, 2024. All intercompany transactions and balances have been eliminated.

  3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    The significant accounting policies disclosed in the Company's audited annual consolidated financial statements for the year ended December 31, 2024 have been applied consistently in the preparation of these unaudited condensed consolidated interim financial statements.

  4. ACCOUNTS RECEIVABLE

    September 30,

    2025

    December 31,

    2024

    Trade receivables

    8,610,510

    10,466,947

    Deposit recoverable (i)

    3,474,343

    3,474,343

    Expected credit loss

    (3,516,824)

    (3,499,993)

    Contract asset

    359,475

    359,475

    Other

    6,766

    11,062

    8,934,270

    10,811,834

    i) On May 4, 2020, the Company entered into an agreement to purchase 1,000,000 N95 masks from a foreign supplier. The contract required full delivery by June 2020 but was partially fulfilled, with the supplier defaulting on the timing of the remaining delivery. The Company sourced these products from a different supplier to fulfill the order to its customer in Q1 2021. The Company pursued recovery of the deposit through an arbitration process in the foreign jurisdiction, which was delayed due to COVID-19 restrictions and lockdowns. On December 21, 2021, the arbitration court ruled in the Company's favor and confirmed that the Company was entitled to recover its remaining deposit of USD $2,905,000, plus liquidated damages of USD $146,942, interest at the rate of 12% per annum calculated from the date of payment of the deposit, and reimbursement of the arbitration cost of RMB 445,902. In December 2023, the Company's claim was registered with the competent court in China and the Company is currently following a court supervised process in order to recover all amounts owing to it. Given the uncertain recovery timeline and its inability to fully assess the degree of recoverability at the date of the financial statements, the Company has made provision for the full impairment of its claim on December 31, 2023. As of September 30, 2025, the Company has recovered an amount of RMB 1,921,335.41 to date. Accordingly, the previously recorded impairment provision has been reduced by an amount of $361,980, being the Canadian $ equivalent. The collection process is ongoing.

  5. INVENTORIES

    Inventories represent the carrying amount of merchandise for resale. During the nine months ended September 30, 2025, the amount of inventories charged to net earnings was $13,495,292 (2024 - $8,849,743) and the amount of inventory write-downs were $0 (2024 - $199,045). There were no reversals of prior period write-downs of inventory.

  6. PREPAID EXPENSES AND DEPOSITS

    September 30,

    2025

    December 31,

    2024

    Prepaid expenses and other assets

    876,923

    478,505

    Deposits paid to suppliers

    5,503,136

    579,642

    6,380,059

    1,058,147

  7. FOREIGN EXCHANGE FORWARD CONTRACTS

    The Company enters into foreign exchange forward contracts to manage the risks associated with exchange rate fluctuations. The balance is comprised of the following:

    September 30,

    2025

    December 31,

    2024

    Margin balance - cash deposit

    Mark to market variance - loss on foreign exchange

    126,000

    (19,675)

    116,935

    102,350

    106,325

    219,285

    As at September 30, 2025, the Company had contracted to buy 1,435,000 U.S. Dollars.

    For the quarter ended September 30, 2025, there is an unrealized loss on foreign exchange of $122,025 (Sep 30, 2024 - gain of $2,444) recognized in net earnings (loss), in respect to changes in fair value of the Company's foreign exchange forward contracts.

  8. CREDIT FACILITIES

    Two of the Company's subsidiaries share a demand operating loan with a tier one Canadian bank available to a maximum of

    $12,000,000 (December 31, 2024 - $6,750,000), against which $2,345,152 was outstanding as at September 30, 2025 (December 31, 2024 - $0). The loan facility bears interest at either the bank's prime lending rate or USD base rate, as applicable, plus 0.75%. The purpose of the credit facility is to provide for ongoing operating requirements including the financing of accounts receivable and inventories. The facility is secured by a first-ranking all-indebtedness collateral mortgage in the amount of $11,850,000 on land and buildings, a general security agreement, an assignment of rents, as well as guarantees from the Company and two of its subsidiary companies.

  9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

    September 30,

    2025

    December 31,

    2024

    Trade payables

    1,955,172

    3,850,798

    Government remittances

    57,695

    215,321

    Accrued liabilities

    618,324

    307,903

    2,631,191

    4,374,022

  10. BANK LOAN PAYABLE

    One of the Company's subsidiaries has a fixed rate demand term loan, against which $3,670,832 was outstanding at September 30, 2025 (December 31, 2024 - $779,639). The loan is repayable in monthly instalments of $22,172 comprising principal and interest at a fixed interest rate of 5.25% per annum. The loan is amortized over a twenty-five-year period ending March 21, 2055, matures on March 21, 2029 and, is secured by a first-ranking all-indebtedness collateral mortgage in the amount of

    $11,850,000 on land and buildings, a general security agreement, an assignment of rents, as well as guarantees from the Company and three of its subsidiary companies. Management expects to pay the minimum monthly payments over the next 12 months.

  11. SEGMENTED INFORMATION

    The Company has three reportable operating segments, as described below. The reportable segments offer different products and services, and are managed separately because they require different marketing strategies, technologies, and resource allocations. For each of the operating segments, the CEO and CFO (the chief operating decision makers) review internal management reports on at least a quarterly basis. The following describes the operations in each of the reportable segments:

    • Intimate Apparel: Includes the design and distribution of women's intimate apparel and accessories.

    • Intelligent Fabrics: Includes the development and distribution of innovative products and treatments that are suitable for application to textiles, plastics, liquids, and hard surfaces as well as finished performance apparel which integrate one or more such treatments. These products are designed to provide added benefits to the user.

    • Other: Includes leasing of property to group companies, related parties and third parties. Inter-segment transactions are made at prices that approximate market rates.

    There has been no material change in the total assets for each reportable segment since the last annual audited financial statements.

    Intimate

    Intelligent

    Corporate Items

    Nine months ended September 30, 2025

    Apparel

    Fabrics Other Segments and Eliminations Consolidated

    Revenue Third party

    Inter-segment

    5,868,774

    -

    16,017,784

    1,367,314

    12,250

    819,747

    -(2,187,061)

    21,898,808

    -

    Total Revenue

    5,868,774

    17,385,098

    831,997

    (2,187,061)

    21,898,808

    Earnings (loss) before income taxes

    661,138

    354,275

    (107,612)

    (489,611)

    418,190

    Nine months ended September 30, 2024

    Intimate

    Apparel

    Intelligent

    Fabrics

    Other Segments

    Corporate Items

    and Eliminations

    Consolidated

    Revenue

    Third party

    6,089,478

    10,734,930

    7,000

    -

    16,831,408

    Inter-segment

    -

    1,708,165

    192,252

    (1,900,417)

    -

    Total Revenue

    6,089,478

    12,443,095

    199,252

    (1,900,417)

    16,831,408

    Earnings (loss) before income taxes

    312,886

    1,123,377

    8,923

    (895,072)

    550,114

    The following summarizes external sales revenue for the Company by geographic operating segments:

    Nine months ended September 30,

    2025

    2024

    External sales revenue

    Canada

    6,290,200

    5,767,489

    United States

    11,936,311

    6,746,179

    United Kingdom

    -

    25,704

    Southeast Asia and other

    3,672,297

    4,292,036

    Total

    21,898,808

    16,831,408

    All of the Company's non-current assets are located in Canada.

    For the nine months ended September 30, 2025, approximately 63% of the Company's total sales were to four customers (2024 - 53%). Approximately 85% of the Company's total purchases were from four vendors (2024 - 73%).

  12. EARNINGS (LOSS) PER SHARE

    Basic earnings (loss) per share is calculated using the weighted average number of shares outstanding during the period. Diluted earnings (loss) per share is calculated to reflect the dilutive effect of warrants and stock options outstanding. The calculation of basic and diluted earnings (loss) per share is based on net earnings (loss) attributable to iFabric Corp.'s shareholders for the three and nine months ended September 30, 2025 of $543,802 and $442,157, respectively (loss of

    $105,616 and earnings of $501,083 for the three and nine months ended September 30, 2024, respectively). The number of shares used in the earnings (loss) per share calculation is as follows:

    Three months Nine months

    Period ended September 30,

    2025

    2024

    2024

    2023

    Weighted average number of shares outstanding - basic

    Dilutive effect of options

    30,299,467

    750

    30,299,467

    -

    30,299,467

    2,166

    30,299,467

    -

    Weighted average number of shares outstanding - diluted

    30,300,217

    30,299,467

    30,301,633

    30,299,467

    For the three and nine months ended September 30, 2025, 1,859,000 options, were excluded from the calculation of diluted earnings per share as these instruments were deemed to be anti-dilutive (2024 - 1,870,000 options). For the three and nine months ended September 30, 2025, all warrants had expired, and for the three and nine months ended September 30, 2024, 2,948,717 warrants were excluded from the calculation of diluted earnings per share as these instruments were deemed to be anti-dilutive.

  13. CAPITAL STOCK
    1. Authorized, issued and outstanding

      Authorized: Unlimited number of common shares

      Number of common shares

      Common share

      capital

      Balance at December 31, 2024

      Deferred tax on share issue costs Warrants extension

      30,299,467 8,898,580

      - (50,100)

      - (29,636)

      Balance at September 30, 2025

      30,299,467 8,818,844

      Number of common shares

      Common share

      capital

      Balance at December 31, 2023 30,299,467 8,989,049

      Deferred tax on share issue costs - (50,700)

      Warrants extension - (22,869)

      Balance at September 30, 2024 30,299,467 8,915,480

    2. Stock option plan

      The Company has reserved 10% of the issued and outstanding common shares for issuance under its stock option plan. The status of the Company's stock option plan is summarized as follows:

      Number of stock

      options

      Weighted average exercise price

      Balance at December 31, 2024

      Granted, during the period (i) Expired, during the period

      1,870,000 2.03

      124,000 1.03

      (110,000) 3.00

      Balance at September 30, 2025

      1,884,000 1.91

      Number of stock

      options

      Weighted average

      exercise price

      Balance at December 31, 2023

      1,345,000

      2.52

      Granted, during the period (i)

      600,000

      1.20

      Expired, during the period

      (75,000)

      4.15

      Balance at September 30, 2024

      1,870,000

      2.52

      1. On May 21, 2025 the Company issued 25,000 stock options to an investor relations consultant. Each options entitles the holder to acquire one common share of the Company at a price of $0.97, and is exercisable for a period of 5 years from the grant date. 12,500 options will vest on November 21, 2025 and May 21, 2026 respectively. Share-based compensation expense, based on the fair value of the options, had been estimated by management at $15,015 as of the date of the grant using the Black-Scholes pricing model with the following assumptions:

        Dividend yield

        0.00%

        Expected volatility

        73.54%

        Risk-free interest rate

        2.97%

        Expected maturity

        5 years

        On June 9, 2025 the Company issued 99,000 stock options to employees of the Company. Each option entitles the holder to acquire one common share of the Company at a price of $1.04, and is exercisable for a period of 5 years from the grant date. 33,000 options vested immediately and, 33,000 options will vest on June 9, 2026 and June 9, 2027 respectively. Share-based compensation expense, based on the fair value of the options, had been estimated by management at $61,841 as of the date of the grant using the Black-Scholes pricing model with the following assumptions:

        Dividend yield

        0.00%

        Expected volatility

        70.45%

        Risk-free interest rate

        2.96%

        Expected maturity

        5 years

      2. On May 13, 2024 the Company issued 600,000 stock options to members of the Board of Directors. Each options entitles the holder to acquire one common share of the Company at a price of $1.20, and is exercisable for a period of 5 years from the grant date. 150,000 options vested immediately and 150,000 options vested on August 13, 2024, November 13, 2024 and February 13, 2025 respectively. Share-based compensation expense, based on the fair value of the options, had been estimated by management at $524,894 as of the date of the grant using the Black-Scholes pricing model with the following assumptions:

        Dividend yield

        0.00%

        Expected volatility

        90.01%

        Risk-free interest rate

        3.76%

        Expected maturity

        5 years

        As of September 30, 2025, the following options were outstanding and exercisable:

        Options Outsanding Options Exercisable Weighted

        average

        remaining

        Weighted

        Weighted

        Expiry date

        Number of stock

        options

        contractual life

        (years)

        average exercise

        price

        Number of stock

        options

        average exercise

        price

        June 5, 2027

        450,000

        1.68

        2.40

        450,000

        2.40

        February 9, 2027

        150,000

        1.36

        3.50

        150,000

        3.50

        March 1, 2027

        50,000

        1.67

        3.10

        50,000

        3.10

        May 15, 2028

        5,000

        2.62

        1.29

        5,000

        1.29

        August 15, 2028

        5,000

        2.87

        1.29

        5,000

        1.29

        July 25, 2028

        75,000

        2.82

        1.44

        75,000

        1.44

        October 25, 2028

        75,000

        3.07

        1.44

        75,000

        1.44

        January 25, 2029

        75,000

        3.32

        1.44

        75,000

        1.44

        April 25, 2029

        75,000

        3.56

        1.44

        75,000

        1.44

        April 7, 2030

        200,000

        4.52

        2.70

        200,000

        2.70

        May 13, 2029

        150,000

        3.61

        1.20

        150,000

        1.20

        August 13, 2029

        150,000

        3.87

        1.20

        150,000

        1.20

        November 13, 2029

        150,000

        4.12

        1.20

        -

        1.20

        February 13, 2030

        150,000

        4.37

        1.20

        -

        1.20

        November 21, 2030

        12,500

        5.15

        0.97

        -

        0.97

        May 21, 2031

        12,500

        5.64

        0.97

        -

        0.97

        June 9, 2030

        33,000

        4.69

        1.04

        33,000

        1.04

        June 9, 2031

        33,000

        5.69

        1.04

        -

        1.04

        June 9, 2032

        33,000

        6.69

        1.04

        -

        1.04

        1,884,000

        3.20

        1.91

        1,493,000

        2.10

    3. Warrants

      The following tables summarize changes in the status of the Company's outstanding warrants:

      Number of warrants

      average exercise

      price

      Balance, December 31, 2024

      Expired, during the period

      2,943,717 4.60

      (2,943,717) 4.60

      Balance, September 30, 2025

      - 4.60

      Number of warrants

      Weighted average exercise

      price

      Balance, December 31, 2023 and September 30, 2024 2,943,717 4.60

  14. INVESTMENT IN SUSBSIDARY

    On March 21, 2025, the Company acquired the remaining 25% of the common shares in 2074160 Ontario Inc. from the non-controlling shareholders for cash consideration of $2,200,635, resulting in the Company's shareholding in 2074160 Ontario Inc. increasing to 100% from the prior 75% at the end of fiscal 2024. This resulted in a charge of $2,194,994 to contributed surplus. The acquisition was financed by a newly secured mortgage loan. See note 10 for details. As a condition of the acquisition, the Company repaid the non-controlling shareholders' loans amounting to $487,272. 2074160 Ontario Inc. owns the Markham, Ontario land and buildings utilized by the Company as a warehouse.

  15. COMMITMENTS
    1. The Company enters into foreign exchange forward contracts to manage the risks associated with exchange rate fluctuations. See note 7 for more information.

    2. In terms of a worldwide license agreement, the Company has the right to use trademarks in connection with the manufacture, marketing, sale and distribution of certain licensed products. During the license term, the Company is required to pay a quarterly royalty on its net sales as defined in the agreement, on all products sold under the licensed marks. The effective royalty rates vary depending on the distribution channel and range from 0%-10%. Minimum annual royalties have been established for the balance of the contract period ending December 31, 2025 in U.S. dollar amount of $240,000. In addition, the Company is required to pay an advertising fee of 1%-2%, depending on the distribution channel, payable quarterly, on its net sales as defined in the agreement, for promotion of the licensed products. The license term is in effect until December 31, 2025.

    3. In terms of a Canadian license agreement pursuant to which the Company has the right to use trademarks in connection with the manufacture, marketing, sale and distribution of certain licensed products. During the license term, the Company is required to pay a quarterly royalty on its net sales as defined in the agreement, on all products sold under the licensed marks. The effective royalty rates vary depending on the distribution channel and range from 10-12%. Minimum annual royalties have been established for the contract periods ending December 31, 2025 and 2026, in amounts of $185,000 and

      $200,000 respectively. The license term is in effect until December 31, 2026.

    4. On October 16, 2023, the Company executed a lease agreement for the rental of 5,202 square feet of office space in Markham, Ontario, at a location in close proximity to its current warehouse location. After the move of management and all administrative staff to the new location, the Company's Markham owned building was fully repurposed as warehouse space, in order to accommodate the warehousing of products for new Canadian apparel programs. The lease agreement is for a period of 5 years commencing on April 1, 2024 and expiring March 31, 2029, with the option of renewal for a further period of 5 years. Basic rent payable is $17.95 per square foot for years 1-3 of the lease amounting to $93,376 per annum and $18.95 per square foot for years 4-5, amounting to $98,578 per annum. Additional rent will be calculated each year and, is estimated at $17.96 per square foot for the first year of the lease, or $93,428 per annum. A right of use asset and lease liability have been recognized in respect of this lease.

  16. FINANCIAL RISK MANAGEMENT

The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. There have been no significant changes in the Company's risk exposures during the three and nine months ended September 30, 2025 from those described in the Company's audited annual consolidated financial statements for the year ended December 31, 2024.