Neptune Digital Assets CorpTSXV: NDA

Financials (2025 28 Feb FS)

· Issued by Neptune Digital Assets Corp


NEPTUNE DIGITAL ASSETS CORP.

Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended February 28, 2025 and February 29, 2024

(Unaudited) (Expressed in Canadian Dollars)

Condensed Consolidated Interim Statements of Financial Position (Expressed in Canadian Dollars)

(Unaudited)

As at

February 28, 2025

August 31, 2024

ASSETS

Current

Cash and cash equivalents

$ 937,372

$ 3,592,849

Short-term investments

-

1,597,405

Amounts receivable and prepaid expenses (Note 7 and 8)

808,682

1,207,876

Investments in equity instruments at fair value through

9,643,720

6,121,947

profit or loss - current (Note 5)

11,389,774

12,520,077

Investments in equity instruments at fair value through

2,334,583

2,503,753

profit or loss (Note 5)

Deposits

340,103

340,103

Digital currencies - intangible assets (Note 3)

54,233,560

31,288,165

Property and equipment (Note 6)

3,946,105

4,038,349

$ 72,244,125

$ 50,690,447

LIABILITIES AND SHAREHOLDERS' EQUITY

Current

Accounts payable and accrued liabilities (Note 8)

$ 330,679

$ 805,904

Loan payable (Note 7)

4,741,690

-

5,072,369

805,904

Equity

Share capital (Note 9)

56,982,164

57,098,130

Reserves (Note 9)

17,571,907

17,571,907

Revaluation surplus (Note 10)

40,998,831

25,850,990

Deficit

(48,381,146)

(50,636,484)

67,171,756

49,884,543

Total Liabilities and Equity

$ 72,244,125

$ 50,690,447

Nature and continuance of operations (Note 1) Contingency (Note 16)

Subsequent events (Note 17)

On behalf of the Board on April 17, 2025:

"Cale Moodie" Director "Carmen To" Director

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

For the three months ended For the six months ended

February

February

February

February

28, 2025

29, 2024

28, 2025

29, 2024

Revenue

Mining revenue (Note 3)

$ 270,577

$ 507,124

$ 495,338

$ 1,030,152

Staking revenue (Note 3)

303,163

126,740

530,805

273,746

573,740

633,864

1,026,143

1,303,898

Cost of revenue

Cost of mining revenue

Hashrate management fees (Note 3)

2,944

5,517

5,389

11,208

Operating and maintenance costs (Note 3)

251,741

320,681

495,053

814,285

Depreciation - equipment (Note 6)

22,247

44,493

44,493

96,357

276,932

370,691

544,935

921,850

Gross profit

296,808

263,173

481,208

382,048

Consulting fees (Note 8)

(244,620)

(235,200)

(489,240)

(470,401)

Depreciation (Note 6)

(24,128)

(25,161)

(47,751)

(49,691)

Directors' fees (Note 8)

(29,380)

(28,250)

(58,760)

(56,500)

Foreign exchange gain (loss)

25,425

31,062

65,779

59,789

Marketing

(30,710)

(7,381)

(152,299)

(22,704)

Office and miscellaneous (Note 7)

(127,312)

(73,736)

(201,862)

(117,545)

Professional fees

(228,533)

(68,848)

(291,483)

(158,517)

Unrecoverable sales tax

(23,501)

(13,238)

(41,461)

(31,878)

Realized gain (loss) on settlement of loans receivable

(452,448)

(17,531)

(423,662)

(12,133)

(Note 4)

Unrealized (loss) gain on investments in equity instruments

(362,472)

-

3,338,373

581,839

at fair value through profit or loss (Note 5)

Realized gain on redemption of investments in equity

310,558

-

512,592

-

instruments at fair value through profit or loss (Note 5)

Realized gain (loss) on sale of digital currencies - intangible

-

42,209

-

(3,746)

assets (Note 3)

Revaluation gain (loss) on digital currencies - intangible

(1,746,615)

37,004

(818,718)

628,250

assets (Note 3)

Gain on sale of property and equipment (Note 6)

-

169,793

-

169,793

Gain (loss) before finance income

(2,636,928)

73,896

1,872,716

898,604

(continued)

For the three months ended For the six months ended

February

February

February

February

28, 2025

29, 2024

28, 2025

29, 2024

Finance income

Interest income from loans receivable, short term

203,286

269,274

382,622

462,868

investments, and bank interest

Net income (loss)

(2,433,642)

343,170

2,255,338

1,361,472

Other comprehensive income

Revaluation of digital currencies - intangible assets

(6,838,992)

11,868,195

15,147,841

17,280,665

(Note 3)

Comprehensive income (loss)

$(9,272,634)

$12,211,365

$17,403,179

$18,642,137

Weighted Average Number of Common Shares Outstanding

Basic

127,036,429

127,142,582

127,101,988

126,338,697

Diluted

135,439,662

130,337,582

133,687,778

129,533,697

Income (loss) per Common Share

Basic

$ (0.02)

$ 0.00

$ 0.02

$ 0.01

Diluted

$ (0.02)

$ 0.00

$ 0.02

$ 0.01

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

Neptune Digital Assets Corp.

Condensed Consolidated Interim Statements of Changes in Equity (Expressed in Canadian Dollars)

(Unaudited)

Share Capital Reserves

Number of

Common Shares

Share Capital

Share-based Payments

Warrant Reserve

Revaluation

Surplus

Deficit

Total

Balance, September 1, 2023

125,534,811

$ 56,843,880

$ 9,010,032

$ 8,326,981

$ 11,166,043

$ (53,065,888)

$ 32,281,048

Warrant exercises

2,301,785

454,375

-

-

-

-

454,375

Net income for the period

-

-

-

-

-

1,361,472

1,361,472

Revaluation of digital currencies -

-

-

-

-

17,280,665

-

17,280,665

intangible assets (Note 3)

Balance, February 29, 2024

127,836,596

57,298,255

9,010,032

8,326,981

28,446,708

(51,704,416)

51,377,560

Balance, September 1, 2024

127,247,596

57,098,130

9,244,926

8,326,981

25,850,990

(50,636,484)

49,884,543

Option exercise

120,000

24,000

-

-

-

-

24,000

Shares repurchased and cancelled

(276,500)

(139,966)

-

-

-

-

(139,966)

(Note 9)

Net income for the period

-

-

-

-

-

2,255,338

2,255,338

Revaluation of digital currencies -

-

-

-

-

15,147,841

-

15,147,841

intangible assets (Note 3)

Balance, February 28, 2025

127,091,096

$ 56,982,164

$ 9,244,926

$ 8,326,981

$ 40,998,831

$ (48,381,146)

$ 67,171,756

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

4

Neptune Digital Assets Corp.

Condensed Consolidated Interim Statements of Cash Flows (Expressed in Canadian Dollars)

(Unaudited)

For the six months ended

February 28, 2025

February 29, 2024

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$ 2,255,338

$ 1,361,472

Items not affecting cash:

Depreciation

92,244

146,048

Mining revenue

(495,338)

(1,030,152)

Staking revenue

(530,805)

(273,746)

Expenses paid by digital currency - intangible asset

5,389

11,316

Change in interest income receivable - short-term investments

69,027

(74,544)

Realized loss on settlement of loans receivable

423,662

44,524

Unrealized gain on investments in equity instruments at fair value through

(3,338,373)

(581,839)

profit or loss

Realized gain on redemption of investments in equity instruments at fair value (512,592) -through profit or loss

Realized loss on disposal of digital currencies - intangible assets

-

(28,644)

Revaluation of digital currencies - intangible assets

818,718

(628,250)

Accrued interest on loan payable

29,790

-

Unrealized foreign gain

-

(17,413)

Changes in non-cash working capital items:

Amounts receivable and prepaid expenses

399,194

(57,725)

Accounts payable and accrued liabilities

(475,225)

(449,693)

Net cash flows used in operations

(1,258,971)

(1,748,439)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of short-term investments

-

(7,423,878)

Proceeds from redemption of short-term investments

1,528,378

10,055,510

Issuance of loans receivable

(5,839,561)

(9,118,955)

Settlement of loans receivable

2,744,961

6,020,892

Decrease in deposits

-

81,378

Purchase of digital currencies - intangible assets

(4,426,218)

(477,044)

Proceeds from disposals of digital currencies - intangible assets

-

92,307

Proceeds from disposal of equipment

-

221,392

Net cash flows used in investing activities

(5,992,440)

(548,398)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from loan payable

4,711,900

-

Option exercise

24,000

-

Repurchase and cancellation of common shares

(139,966)

-

Net cash flows from financing activities

4,595,394

-

Net change in cash and cash equivalents

(2,655,477)

(2,296,837)

Cash and cash equivalents, beginning of the period

3,592,849

2,916,536

Cash and cash equivalents, end of the period

$ 937,372

$ 619,699

Non-cash Investing Transactions:

Digital currencies - intangible assets sold for digital currencies - intangible assets

$ 88,894

$ 230,577

Digital currencies - intangible assets purchased with digital currencies - intangible

$ 88,894

$ 230,577

assets

Digital currency - intangible asset received on settlement of loans receivable

$ 2,670,938

$ 563,509

Digital currency - intangible asset received on redemption of investment in equity

$ 772,449

$ -

instruments at FVTPL

Non-cash Financing Transactions:

Common shares issued for subscriptions receivable on warrant exercises $ - $ 454,375

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

  1. NATURE AND CONTINUANCE OF OPERATIONS

    Neptune Digital Assets Corp. (the "Company" or "Neptune") (formerly Neptune Dash Technologies Corp.) was incorporated on October 31, 2017 under the laws of the province of British Columbia. On December 17, 2020, the Company changed its name to Neptune Digital Assets Corp. The Company's shares are listed on the TSX Venture Exchange (TSX-V) under the symbol NDA, on the Frankfurt Stock Exchange under the symbol 1NW, and on the OTCQB Venture Market under NPPTF. The head office, registered office and records office of the Company are located in 2700 - 1133 Melville Street, Vancouver, BC.

    Neptune builds, owns, and operates infrastructure supporting the digital currency ecosystem. Its core assets are digital currencies, and its primary business model is Bitcoin mining, blockchain staking and node management to earn digital currency staking rewards and engaging in Decentralized Finance ("DeFi") activities, including participation in liquidity mining pools. The Company's ancillary activities include lending various digital currencies with the goal of earning interest.

    On February 16, 2018, the Company incorporated a wholly owned subsidiary, Neptune Stake Technologies Corp. ("Neptune Stake") which was dissolved during the period ended May 31, 2024. On October 1, 2021, the Company incorporated a wholly owned subsidiary, Neptune Digital USA Corp. ("Neptune USA") for its US Bitcoin mining operations. The principal place of business of Neptune USA is in the US.

    These condensed consolidated interim financial statements were approved and authorized for issuance by the Board of Directors of the Company on April 17, 2025.

  2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION
Basis of presentation

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

These condensed consolidated interim financial statements do not include all disclosures required in the annual consolidated financial statements and should be read in conjunction with the Company's annual consolidated financial statements for the year ended August 31, 2024.

These condensed consolidated interim financial statements are prepared on the historical cost basis, except for financial instruments, digital currencies receivable from centralized exchanges, and embedded derivatives on receivables from decentralized platforms relating to liquidity pool tokens that are classified as fair value through profit or loss ("FVTPL") and digital currencies (including those related to lending activities) that are measured at revalued amounts. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting except for cash flow information.

Amended standards became applicable for the current reporting period. These standards including those already issued but not yet applied by the Company do not have significant impact to the Company's financial statements.

Going concern

The directors have, at the time of approving the condensed consolidated interim financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the condensed consolidated interim financial statements, which assumes that the Company will realize its assets and discharge its liabilities.

2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION

(continued)

Basis of consolidation

These condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries, Neptune Stake and Neptune USA. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

All intercompany balances and transactions and gains or losses resulting from intercompany transactions are eliminated in full in the condensed consolidated interim financial statements.

Foreign currencies

The Company's condensed consolidated interim financial statements are presented in Canadian Dollars, which is also the parent company's functional currency. For each entity, the Company determines the functional currency and items included in the financial statements of each entity are measured using that functional currency.

Transactions and balances

Foreign currency transactions in currencies other than the Company's functional currency are translated into its functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss.

Foreign operations

The operations of Neptune USA are an extension and complement of the parent company, Neptune. Neptune USA's revenues are intercompany management services and staking revenue that are not independent of Neptune. Therefore, management has determined, Neptune USA's functional currency is Canadian dollars.

Significant accounting judgments and estimates

The preparation of the condensed consolidated interim financial statements in conformity with International Financial Reporting Standards ("IFRS") requires management to make judgments, estimates and assumptions that are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which affect the application of accounting policies and the reported amounts of assets, liabilities, revenue and expenses. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods.

  1. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION

    (continued)

    Significant accounting judgments and estimates (continued)

    Significant judgments

    Critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the condensed consolidated interim financial statements include the following:

    1. Income taxes - Management exercises judgment to determine the extent to which deferred tax assets are recoverable and can therefore be recognized in the consolidated statements of financial position and income and comprehensive income.

    2. Functional currency - The functional currency of the Company has been assessed by management based on consideration of the currency and economic factors that mainly influence the Company's digital currencies, production and operating costs, financing, and related transactions. Specifically, the Company considers the currencies in which digital currencies are most commonly denominated and expenses are settled by each entity as well as the currency in which each entity receives or raises financing. Changes to these factors may have an impact on the judgment applied in the determination of the Company's functional currency.

      Since Neptune USA is a foreign operation, the Company applied judgement to determine whether Neptune USA carries on business as if it were an extension of the parent company. Management determined that Neptune USA is an extension of the parent company and is assumed to operate in the same primary economic environment as the parent company and should have the same functional currency as the parent company.

    3. Digital currency transactions and balances - Judgments applied on this area are as follows:

      Digital currencies as intangible assets or inventories

      Certain digital assets are transacted on DeFi platforms' liquidity pools and are purchased with the intent to resell in the near future, generating a profit from margins or from fluctuations in prices. The Company applies the inventory treatment of a broker-trader under IAS 2 Inventories ("IAS 2").

      In determining the fair value of digital currencies, management needs to apply judgments to identify the relevant available markets, and to consider accessibility to and activity within those markets in order to identify the principal digital asset markets for the Company.

      Digital currencies related to lending activities representing digital currencies loaned out to third parties are accounted for as intangible assets and are presented separately on the consolidated statement of financial position. Management determined that digital currencies loaned out to third parties do not meet the derecognition criteria of IAS 38.

      In June 2019, the IFRS IC published its agenda decision on 'Holdings of Cryptocurrencies,' and management exercises significant judgment in determining the appropriate accounting treatment for matters with no current definitive and uniform answers. In the event authoritative guidance is enacted by the IASB, the Company may be required to change its policies, which could have an effect on the Company's consolidated financial position and results from operations.

      2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION

      (continued)

      Significant accounting judgments and estimates (continued)

      Significant judgments (continued)

      USD Coin

      Management exercises judgment to determine whether a digital currency meets the definition of a financial asset under IFRS 9 Financial Instruments ("IFRS 9"). Management has determined that USD Coin represents a contractual right to receive cash from the USD Coin issuer and, therefore, meets the definition of a financial asset.

      Accounting for mining revenue, rewards earned from providing liquidity in liquidity pools, and staking rewards

      There is currently no specific definitive guidance in IFRS or alternative accounting frameworks for accounting for (a) mining of digital assets, (b) rewards from providing liquidity in liquidity pools,

      (c) trading fees earned on DeFi platforms and (d) staking rewards. Management has exercised significant judgment in determining appropriate accounting treatments for these revenue and other income items. Management has determined the accounting treatments as follows:

      • The Company measures bitcoins from mining at the spot price when the consideration is received daily, which is not materially different from the fair value at the time the Company has earned the awards from the pools. Bitcoins received are subsequently measured as an intangible asset.

      • Revenue from rewards from providing liquidity in liquidity pools is measured at the spot price of the reward tokens at the inception of the contract. Digital assets received are subsequently measured as inventories using the broker-dealer exemption in IAS 2. As at February 28, 2025 and August 31, 2024, all of the reward tokens received have been disposed of.

      • Staking rewards are measured at fair value by reference to the average market price of the rewards during the period. Digital assets received are subsequently measured as an intangible asset.

        In the event authoritative guidance is enacted by the IASB, the Company may be required to change its policies which could result in a change in the Company's financial position and earnings.

        Digital currencies receivable from centralized exchanges

        Currently, no explicit IFRS exists on determining the accounting ownership of custodied digital assets. Therefore, the Company looked to the available non-authoritative guidance. To make the accounting ownership determination, the Company considered the guidance in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors ("IAS 8") when developing an accounting policy for such assets.

        The Company used the following principles, by analogy, in accounting ownership determination:

      • Control principle under IFRS 15 Revenue from Contracts with Customers ("IFRS 15") and

      • Analysis of the characteristics of an asset as described in the IASB's revised 2018 Conceptual Framework.

        2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION

        (continued)

        Significant accounting judgments and estimates (continued)

        Significant judgments (continued)

        Digital currencies receivable from centralized exchanges (continued)

        The Company assessed the terms and conditions governing the arrangement with centralized exchanges and concluded that the derecognition requirements in IAS 38 are met. Accordingly, the Company does not retain control over the assets and when such assets are transferred from cold storage to the Company's accounts held with centralized exchanges, the intangible assets are derecognized and reclassified to digital currencies receivable from centralized exchanges. The assets derecognized were revalued to their fair value on the dates of derecognition. Digital currencies purchased in the accounts held with centralized exchanges are classified as digital currencies receivable from centralized exchanges.

        Control over staked digital assets

        Management applied judgment whether the Company, either acting as a validator or a delegator in a staking activity, should continue to recognize staked digital assets as its own assets on the consolidated statement of financial position. The Company assessed that it should continue to recognize staked digital assets as its own assets after applying the control principle in IFRS 15.

    4. Investments in equity instruments at fair value through profit or loss - Included in investments in equity instruments at fair value through profit or loss are a 41.45% investment in a US private company, a non-controlling investment in another US private company, and a non-controlling investment in an investment fund. Management accounted for such investments at fair value to profit or loss under IFRS 9, because the Company does not exercise significant influence over the investee. The Company does not have any contractual right to appoint any representative to the investee's board of directors. In addition, the Company does not have any participation in policy-making processes and does not have any material transactions with the investee.

      The fair value of investments in investment funds which are not quoted in an active market is determined by using net asset value as determined by the investment fund's administrator. Management deems the net asset value to be the fair value after considering key factors such as the liquidity of the investment fund or its underlying investments, any restrictions on redemptions and basis of accounting. The fair value of investments in the US private companies which are not quoted in an active market is determined based on financing rounds of the US private companies or their underlying investments.

    5. Accounting for receivables from decentralized platforms relating to liquidity pool tokens - IFRS does not include specific guidance on the accounting for digital assets and there is no clear industry practice and, accordingly, the accounting for digital assets transacted on a DeFi platform's liquidity pools could fall into a variety of different standards. Accordingly, the Company classifies these digital assets as inventories.

      2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION

      (continued)

      Significant accounting judgments and estimates (continued)

      Significant judgments (continued)

      Based on the Company's business model associated with liquidity mining (a process which involves depositing cryptocurrencies into a DeFi platform's liquidity pool), characteristics of decentralized platforms such as liquidity pools, the nature of liquidity pool tokens including its redeemability feature at the discretion of the holder, the documentation within decentralized platforms that outlines the trading and redemption process, token price determination including final value at redemption, incentives for participation and other factors, the Company has applied judgment and used certain IFRS by analogy. This led to a conclusion that liquidity pool tokens represent a right to receive digital assets and the Company then assessed if this right to receive digital assets is, or includes, a derivative. Based on the Company's assessment, this right represents a hybrid instrument consisting of a host (a prepayment which is not within the scope of IFRS 9) and an embedded derivative (difference between the pro-rata share and fair value of the underlying digital assets).

    6. Depreciation of property and equipment - Depreciation of property and equipment is dependent upon estimates of useful lives, which are determined through the exercise of judgment.

    7. Identifying whether a contract includes a lease - The Company entered into hosting contracts with third party hosting facilities to provide space and electricity to the equipment used for cryptocurrency mining.

The Company assessed whether the Company has contracted for the rights to substantially all of the capacity of the two third-party hosting facilities and whether the contracts with the third-party hosting facilities contain a lease for the occupied space in these facilities. Based on the Company's assessment of the contract terms, the Company does not have the right to obtain substantially all the economic benefits from the use of the two facilities. As a result, management concluded that the Company has not contracted for substantially all the capacity of the facilities, and therefore the contracts do not contain a lease.

Significant estimates

  1. Valuation of digital currencies, digital currencies receivable from centralized exchanges and embedded derivative on receivables from decentralized platforms relating to liquidity pool tokens -Digital currencies and digital currencies receivable from centralized exchanges are revalued to their fair value determined based on volume weighted average price from https://www.cryptocompare.com at 7:00 am UTC. The fair value of the embedded derivative on receivables from decentralized platforms relating to liquidity pool tokens is the proportionate number of underlying digital assets associated with the hypothetical redemption of a given liquidity pool token. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company's earnings and financial position. In addition, management estimates that selling costs will be nominal.

  2. Depreciation of property and equipment - Depreciation of property and equipment is dependent upon estimates of useful lives, which are determined through the exercise of judgment.

    2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION

    (continued)

    Significant accounting judgments and estimates (continued)

    Significant estimates (continued)

  3. Impairment of non-financial assets - Impairment of these non-financial assets exists when the carrying value of an asset exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. These calculations are based on available data, other observable inputs and projections of cash flows, all of which are subject to estimates and assumptions.

  4. Calculation loss allowance - When measuring ECL the Company uses reasonable and supportable forward-looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other.

    Loss given default is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows due and those that the lender would expect to receive, taking into account cash flows from collateral and integral credit enhancements.

    Probability of default constitutes a key input in measuring ECL. Probability of default is an estimate of the likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions, and expectations of future conditions.

  5. Share based compensation - The Company utilizes the Black-Scholes Option Pricing Model ("Black-Scholes") to estimate the fair value of stock options granted to directors, employees, and consultants. The use of Black-Scholes requires management to make various estimates and assumptions that impact the value assigned to the stock options including the forecast future volatility of the stock price, the risk-free interest rate, dividend yield and the expected life of the stock options. Any changes in these assumptions could have a material impact on the share-based compensation calculation value, however the most significant estimate is the volatility. Expected future volatility can be difficult to estimate as the Company has had limited history and is in a unique industry, and historical volatility is not necessarily indicative of future volatility.

Revenue recognition

Mining revenue

The Company has entered into cryptocurrency mining pools by executing contracts with mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party without prior written notice and payment of a termination penalty is not required. The only amounts due are related to previously satisfied performance obligations which may be pending at termination (i.e. outstanding compensation earned by the Company via contribution of computing power to the pool per the contractual payment model). The Company's enforceable right to compensation begins upon providing computing power to the mining pool operator and this enforceable right is created as power is provided over time. Providing computing power to the mining pool operators is an output of the Company's ordinary activities and providing such computing power represents the only performance obligation in the Company's contracts with mining pool operators. There is no significant financing component present in these transactions. Furthermore, the agreement does result in consideration payable to the customer in the form of a pool operator fee (in bitcoin).

The Company earns revenue under payout models determined by the mining pool operators. The payout model relevant to the Company during the six-months ended February 28, 2025 and February 29, 2024 is the Full Pay Per Share ("FPPS") model.

2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION

(continued)

Revenue recognition (continued)

Mining revenue (continued)

Under the FPPS model, in exchange for providing computing power to the pool, which represents the Company's performance obligation, the Company is entitled to compensation at an amount that approximates the total bitcoin that could have been mined using the Company's computing power, based upon the then current blockchain difficulty. Under this model, the Company is entitled to compensation regardless of whether the pool operator successfully records a block to the bitcoin blockchain.

The terms of the contracts specify that the performance and the expected block reward and expected transaction fees are measured either hourly or daily and are calculated from midnight-to-midnight UTC time or calculated on a look-back basis across a specified number of previous blocks. Although the performance and payment are measured hourly, certain contracts allow the Company to receive its allocable share of compensation daily. Payments are associated with computing power provided during one UTC day and not combined with those for previous days.

Due to the continuous nature of the provision of computing power to the pool, the Company has determined that its performance obligation is satisfied over time. The provision of computing power represents a single performance obligation that represents a promise to transfer to the customer a series of distinct goods that are substantially the same and that have the same pattern of transfer to the customer.

Under the FPPS model, the transaction consideration the Company receives is also non-cash consideration, which the Company measures at the spot price when the consideration is received daily, which is not materially different from the fair value at the time the Company has earned the award from the pools.

Under the FPPS approach, the Company's reward is based upon the pool operator's standard FPPS payout methodology. This payout methodology determines the Company's payout, in bitcoin, based on the hashrate the Company contributed to the mining pool relative to the current network difficulty at the end of each 24-hour time-period (i.e. at 23:59 UTC) or at the end of each hour calculated on a look-back basis across a specified number of previous blocks. Revenue is calculated and recognized on a daily or an hourly basis in accordance with the payout methodology of the pool operators as specified in the Company's contracts.

Revenue from rewards earned from providing liquidity in liquidity pools

The Company engages in liquidity mining activities where it acts as a liquidity provider and deposits certain tokens into certain DeFi platforms' liquidity pools. Transactions within liquidity pools are governed by a self-executing code referred to as a smart contract.

In liquidity mining, the Company earns rewards from providing liquidity in liquidity pools and share in trading fees earned by liquidity pools. Share in trading fees is a component of rewards earned from providing liquidity in liquidity pools. Certain percentage of trading fees on DeFi platforms are automatically fed back into the liquidity pools to make the pools more valuable over time. The liquidity pool providers will therefore earn their pro rata share of trading fees every time a trade is executed by the liquidity pools.

Depositing and holding liquidity pool tokens in a rewards pool for a certain contract term represents one performance obligation. In determining the contract term, the Company considered the length of time during which the Company can monitor and can decide whether to exit from the reward pool and whether the Company has reasonable ability to do so, as well as the required unbound period. Every contract term, the Company will make a decision on whether to exit from the reward pool. This is done perpetually throughout the smart contract term, and it renews each and every contract term ("evergreen contract term") without any

2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION

(continued)

Revenue recognition (continued)

Revenue from rewards earned from providing liquidity in liquidity pools (continued)

additional costs or penalties. Since the smart contract will renew without additional cost under the same terms, there is not material right associated with the evergreen renewal clause. Therefore, the Company assessed that there are no material rights for future services granted under the contract.

The Company assessed that each contract renewal is considered as a contract modification. The Company further assessed that the contract modification is a separate contract because the modification results in a promise to deliver additional goods that are distinct (i.e. quantity of depositing and holding liquidity pool tokens in a reward pool); and an increase in the price of the contract by an amount of consideration that reflects the Company's stand-alone selling price for those goods (i.e. the amount of rewards would be based on the portion of the rewards generated by the reward pools in which the Company's liquidity pool tokens are deposited in comparison to the all reward pools on the platform).

As the liquidity pool simultaneously receives and consumes the benefits provided by the Company's liquidity pool tokens, the Company has determined that its performance obligation is satisfied over time. Depositing and holding liquidity pool tokens in a reward pool represents a single performance obligation that represents a promise to transfer to the customer a series of distinct goods that are substantially the same and that have the same pattern of transfer to the customer.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price relating to revenue from liquidity mining, the Company considered the effects of all of the following:

  • Variable consideration,

  • Constraining estimates of variable consideration,

  • The existence of a significant financing component in the contract, and

  • Non-cash consideration.

The consideration is all variable because rewards earned will be proportional to the total number of liquidity pool tokens staked. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the Company is able to resolve the variable consideration, which occurs at the end of each contract term. Revenue from rewards earned from providing liquidity in liquidity pools is recognized over time (measured at the beginning of each contract term). The transaction consideration the Company receives, is non-cash consideration, which the Company measures at fair value by reference to the quoted market price of the rewards from providing liquidity and pair of tokens representing proportionate share in trading fees at the beginning of each hour (i.e. inception of the contract).

Staking revenue

Staking is the act of posting digital assets as collateral to a proof-of-stake ("PoS") blockchain network either as (1) a validator or (2) a delegator.

A validator is a blockchain participant (e.g., an individual or entity) that verifies transactions on a PoS blockchain as part of the blockchain's consensus mechanism. Validators generally must be node operators to sign blocks of transactions as valid.

2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION

(continued)

Revenue recognition (continued)

Staking revenue (continued)

A delegator is an individual or entity that stakes its digital assets with a trusted validator instead of operating a node and validating blockchain transactions itself.

Validator in staking activity

As a validator, the Company earns income from staking in which the Company participates in networks with PoS consensus algorithms, through creating or validating blocks on the network. In exchange for participating in the consensus mechanism of these networks, the Company earns rewards in the form of the native token of the network. Each block creation or validation is a performance obligation. Rewards are recognized at the point when the block creation or validation is complete and the rewards are available for transfer. Other income is measured based on the number of tokens earned and the fair value of the token when it was earned.

Staking income from running a validator node is not significant during the six months ended February 28, 2025 and February 29, 2024.

Delegator in staking activity

As a delegator, the Company secures the network by delegating its stake to validator nodes. The Company earns a portion of the rewards generated by validators by securing the network and producing blocks per respective period/epoch/era (varies based on the platform or the chain).

When the Company elects to de-stake digital assets acting either as delegator or validator, an unbonding period may apply. During this period, the Company typically no longer earns staking rewards on the de-staked digital assets and is subject to slashing, but it cannot sell (or otherwise transfer) those digital assets. The unbonding period varies based on the platform or the chain.

The performance obligation is the delegation of the Company's tokens to a validator node for certain contract term (which varies from one chain to another) plus the unbonding period. In determining the contract term, the Company considered the length of time during which the Company can monitor and can decide whether to exit from the reward pool and whether the Company has reasonable ability to do so. Every contract term the Company will decide on whether to unbond its position from the staking pool without additional cost or penalty. Since the smart contract will renew without additional cost under the same terms, there is not a material right associated with the evergreen renewal clause. Therefore, the Company assessed that there are no material rights for future services granted under the contract.

The Company assessed that each contract renewal is considered as a contract modification. The Company further assessed that the contract modification is a separate contract because the modification results in a promise to deliver additional services that are distinct (i.e. delegating tokens to a delegation pool); and an increase in the price of the contract by an amount of consideration that reflects the Company's stand-alone selling price for those services (i.e. pro-rata share of rewards based on the proportion of the Company's delegated assets relative to the total of other delegated assets and the validator's own assets less any commissions charged by the validator).

  1. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION

    (continued)

    Revenue recognition (continued)

    Staking revenue (continued)

    The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price relating to rewards from staking, the Company considered the effects of all of the following:

    • Variable consideration,

    • Constraining estimates of variable consideration,

    • The existence of a significant financing component in the contract, and

    • Non-cash consideration.

The consideration is all variable because staking rewards earned will be proportional to the total number of delegated assets staked and network's inflation rate. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the Company is able to resolve the variable consideration, which occurs at the end of each contract term. Revenue is recognized over time, which is measured at the beginning of each contract term. The transaction consideration the Company receives is non-cash consideration, which the Company measures at fair value by reference to the quoted market price of the rewards at the beginning of each day (i.e. inception of the contract).

Interest income from digital currencies related to lending activities and from digital currency balances held in exchanges and lending platforms

From time to time, the Company loans out digital currencies to earn interest on these digital currencies prior to them being used to purchase mining machines or funding other asset acquisitions. The loans are in both open and closed terms at varying interest rates. Interest rates are based on a percentage of the digital currencies loaned and are denominated in the related digital currencies.

The Company also earns interest income from digital currency balances held in an exchange and lending platform based on contractual interest rates.

Interest income from digital currencies loaned is presented as part of other income as management deems this as part of its ancillary operations.

Interest income from loans receivable classified as at amortized cost and from loans receivable classified as at FVTPL

From time to time, the Company loans out cash to earn interest. The loans classified as at amortized cost are in both open and closed terms at varying interest rates. Interest rates are based on a percentage of cash loaned and are denominated in cash. The loans classified as at FVTPL are in closed terms with term borrow fees classified as interest income received at the commencement of the loan.

Interest income from loans receivable is presented as part of other income as management deems this as part of its ancillary operations.

2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION

(continued)

Current and non-current classification

Assets and liabilities are presented in the consolidated statement of financial position based on current and non-current classification.

An asset is classified as current when: it is either expected to be realized or intended to be sold or consumed in the Company's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Digital currencies

The Company has classified digital currencies as either intangible assets under IAS 38 or inventories under IAS 2, depending on facts and circumstances.

Digital currencies - intangible assets

Digital currencies that are expected to be realized within 12 months of the reporting period are recorded as current assets on the consolidated statement of financial position. All other digital currencies are classified as non-current.

Management of the Company views each digital currency that are not purchased with the intent to resell in the near future, generating a profit from margins or from fluctuations in prices, as an intangible asset as it is an identifiable non-monetary asset without physical substance and accordingly the Company uses the revaluation model, as permitted under IAS 38 to measure its digital currencies. Initially, the digital currencies are measured at cost. For purposes of revaluation, fair value is determined by reference to the volume weighted average price from https://www.cryptocompare.com at 7:00 am UTC.

If the carrying amount of a digital currency is increased as a result of a revaluation, the increase is recognized in other comprehensive income and accumulated in equity under the heading of revaluation surplus. However, the increase is recognized in profit or loss to the extent that it reverses a revaluation decrease of the same asset previously recognized in profit or loss.

If the carrying amount of a digital currency is decreased as a result of a revaluation, the decrease is recognized in profit or loss. However, the decrease is recognized in other comprehensive income to the extent of any credit balance in the revaluation surplus in respect to that digital currency and reduces the amount accumulated in equity under the heading of revaluation surplus.

2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION

(continued)

Digital currencies (continued)

Digital currencies - intangible assets (continued)

The Company does not transfer the cumulative revaluation surplus included in equity directly to retained earnings when the surplus is realized.

The Company has assessed that the digital currencies have an indefinite useful life because there is no foreseeable limit to the period over which the assets are expected to generated cash inflows for the Company.

Purchases of digital currencies by the Company are included within investing activities on the consolidated statement of cash flows, while digital currencies awarded to the Company through its mining activities are included within operating activities on the consolidated statement of cash flows. The sales of digital currencies are included within investing activities on the consolidated statement of cash flows and any realized gains or losses from such sales are included as an item under other items on the consolidated statement of income and comprehensive income.

Digital currencies that are used in lending activities do not meet the derecognition criteria under IAS 38 and are presented as digital currencies related to lending activities on the consolidated statement of financial position. When a digital currency is transferred to digital currencies related to lending activities, both the revalued amount and the corresponding cost of the digital currency are transferred to that category.

The Company's realized gain or loss on digital currencies is calculated as the proceeds received from the sale of digital currencies less their cost, which is determined on a First-in, First-out basis.

Digital currencies - inventories

Certain digital assets are transacted in decentralized platforms and are purchased with the intent to resell in the near future, generating a profit from margins or from the fluctuations in prices. The Company applies the inventory treatment of a broker-trader under IAS 2 to these digital assets. Under IAS 2, the digital assets are measured at fair value less cost to sell, with change in fair value recognized in the consolidated statement of profit or loss. Costs are determined on a First-in, First-out basis and realized gains or losses when digital assets are sold.

At February 28, 2025 and August 31, 2024 the Company did not have any digital currencies classified as inventories because the Company did not purchase any digital currencies that would be used in liquidity service arrangement.

Digital currencies receivable from centralized exchanges

The digital currencies receivables from centralized exchanges represent a hybrid instrument with a debt host contract and embedded derivatives linked to the fair value of digital currencies. The Company accounts for this right as a financial asset (host contract) with an embedded derivative (the fair value of the digital currencies) given the value of the asset is driven by the price change of the digital currencies. The embedded derivative is not required to be bifurcated under IFRS 9 because the host contract is a financial asset. The instrument is measured at FVTPL in its entirety, because the contractual cash flows characteristics are not solely for payment of principal and interest. The change in fair value is recorded under "Change in fair value of digital assets receivable from centralized platforms" in the consolidated statement of income or loss and comprehensive income or loss.

2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION

(continued)

Receivables from decentralized platforms relating to liquidity pool tokens

Receivables from decentralized platforms relating to liquidity pool tokens represent the fair value of digital assets held in blockchain-based liquidity pools and decentralized exchanges for peer-to-peer trading of such digital assets. These receivables are considered a right to receive digital assets that arises as a result of the liquidity service arrangement entered into by the Company as a liquidity provider with certain liquidity pools. The Company accounts for this right as a non-financial asset (host contract) with an embedded derivative (the difference between pro-rata share and fair value of underlying digital assets) given the value of the asset is driven by the price change of the digital assets underlying the liquidity pool tokens that could be redeemed for at the end of reporting period. The host contract is measured at cost and the embedded derivative is measured at fair value with change in fair value recorded under "Change in fair value of receivables from decentralized platforms relating to digital currencies deposited in liquidity pools" in the consolidated statement of income or loss and comprehensive income or loss.

Upon redemption of the liquidity pool tokens, realized gain or loss is determined based on the initial cost of liquidity pool tokens and the fair value of the embedded derivative. This is included within "Changes in fair value of receivables from decentralized platforms relating to liquidity pool tokens" in the consolidated statement of income or loss and comprehensive income or loss.

The Company's accounting policy is to present the host and embedded derivative as one line item on the consolidated statements of financial position. The Company classifies the asset as current or non-current depending on the cash flows of the whole hybrid arrangement because the embedded derivative cannot be settled separately from the host contract.

Share-based payments

Share-based payments include option and stock grants granted to directors, employees and consultants. The Company accounts for share-based compensation using a fair value-based method with respect to all share-based payments measured and recognized, to directors, employees and consultants. For directors and employees, the fair value of the options and stock grants is measured at the date of grant. For consultants, the fair value of the options and stock are measured at the fair value of the goods or services received or the fair value of the equity instruments issued, if it is determined that the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. For directors, employees and consultants, the fair value of the options and stock grants is accrued and charged to operations, with the offsetting credit to share based payment reserve for options, and commitment to issue shares for stock grants over the vesting period. If and when the stock options are exercised, the applicable amounts are transferred from share-based payment reserve to share capital. When the stock grants are issued, the applicable fair value is transferred from commitment to issue shares to share capital. Option based compensation awards are calculated using the Black-Scholes option pricing model while stock grants are valued at the fair value on the date of grant.

The Company has granted certain directors and consultants restricted share units ("RSUs") to be settled in shares of the Company. The fair value of the estimated number of RSUs that will eventually vest, determined at the date of grant, is recognized as share-based compensation expense over the vesting period, with a corresponding amount recorded as equity. The fair value of the RSUs is estimated using the market value of the underlying shares as well as assumptions related to the market and non-market conditions at the grant date.

2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION

(continued)

Income taxes

The income tax expense or credit for the period is the tax payable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current taxation is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries the Company and its subsidiary operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax assets and liabilities are recognized for deferred income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs. To the extent that the Company does not consider it probable that a deferred income tax asset will be recovered, the deferred income tax asset is not recognized. Deferred income tax assets and liabilities are offset only if a legally enforceable right exists to offset current tax assets against liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity.

Provisions

Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount can be made. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

Earnings (loss) per share

Basic earnings (loss) per share is computed by dividing the net earnings (loss) available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the weighted average share outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods.

Financial instruments

(i) Financial assets

Initial recognition and measurement

Financial assets are classified as either financial assets at FVTPL, amortized cost, or fair value through other comprehensive income. The Company determines the classification of its financial assets at initial recognition.

  1. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION

    (continued)

    Financial instruments (continued)
    1. Financial assets (continued)

      FVTPL - financial assets are classified as fair value through profit or loss if they do not meet the criteria of amortized cost or fair value through other comprehensive income. Changes in fair value are recognized in profit and loss.

      Amortized cost - financial assets are classified as measured at amortized cost if both of the following criteria are met and the financial assets are not designated as FVTPL: 1) The objective of the Company's business model for these financial assets is to collect their contractual cash flows; and 2) the assets contractual cash flow represents solely payments of principal and interest.

      Subsequent measurement - financial assets at amortized cost

      After initial recognition, financial assets measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate ("EIR") method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR.

      Derecognition

      A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, its carrying value is written off.

    2. Financial liabilities

Initial recognition and measurement

The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was incurred. The Company's accounting policy for each category is as follows:

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL, as is the case with derivative instruments and, or the Company has opted to measure the financial liability at FVTPL. All financial liabilities are recognized initially at fair value, and where applicable net of directly attributable transaction costs.

Subsequent measurement - financial liabilities at amortized cost

After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the EIR method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged, cancelled, or expires with any associated gain or loss recognized in other income or expense in the statement for profit or loss.

2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION

(continued)

Financial instruments (continued)

(ii) Financial liabilities (continued)

Embedded derivatives

An embedded derivative is a component of a hybrid contract that also includes a non-derivative host - with the effect that some of the cash flows of the combined instrument vary in a way similar to a stand-alone derivative.

Derivatives embedded in hybrid contracts with a financial asset host within the scope of IFRS 9 are not separated. The entire hybrid contract is classified and subsequently measured as either amortized cost or fair value as appropriate.

Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS 9 (e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.

If the hybrid contract is a quoted financial liability, instead of separating the embedded derivative, the Company generally designates the whole hybrid contract at FVTPL.

An embedded derivative is presented as a non-current asset or non-current liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12 months and is not expected to be realized or settled within 12 months.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

The Company's financial instruments are classified as follows:

Classification

IFRS 9

Cash and cash equivalents

Amortized cost

Short-term investments

Amortized cost

Loans receivable with put option

FVTPL

Investments in equity instruments

FVTPL

Accounts payable and accrued liabilities

Amortized cost

Loan payable

Amortized cost

Impairment

(i) Non-financial assets

The carrying amounts of the Company's non-financial assets, other than deferred income tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the assets' recoverable amount is estimated. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or group of assets (the "cash-generating unit").

  1. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION

    (continued)

    Impairment (continued)
    1. Non-financial assets (continued)

      An impairment loss is recognized if the carrying amount of a cash-generating unit exceeds its estimated recoverable amount. The recoverable amount of an asset or a cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cost flows are discounted to their present value using a pre-tax discount rate that reflects current market assessment of the time value of money and the risks specific to the assets. Impairment losses are recognized in net income (loss).

      Impairment losses recognized in prior years are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, if no impairment loss has been recognized.

    2. Financial assets

The Company assesses all information available, including on a forward-looking basis, the expected credit losses ("ECL") associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as the reporting date, with the risk of default as at the date of initial recognition, based on all information available, and reasonable and supportive forward-looking information.

The Company recognizes lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECL. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

Property and equipment

Property and equipment are recorded at historical cost less accumulated depreciation and accumulated impairment losses. The Company provides for depreciation using a straight-line basis of 40 years for building, the declining balance at 20% per year for furniture, and the declining balance at 50% per year for all mining equipment.

Unit share issuances

For unit share issuances consisting of common shares and warrants, the Company uses the fair value of common shares as the more reliably measurable instrument. The proceeds from the issuance of units are first allocated to the share capital and the residual amount, being the difference between the proceeds from issuance and the fair value of the common shares, is allocated to warrants.

  1. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION

    (continued)

    Comprehensive income

    Comprehensive income is the change in the Company's net assets that results from transactions, events and circumstances from sources other than the Company's shareholders and includes items that are not included in net profit. Other comprehensive income consists of changes to unrealized gains and losses on digital currencies that are measured at revalued amounts during the period. Comprehensive income measures net earnings for the period plus other comprehensive income. Amounts reported as other comprehensive income are accumulated in a separate component of shareholders' equity as revaluation surplus.

    New standards, interpretations and amendments adopted

    There were no new standards, interpretations, or amendments adopted for the period ended February 28, 2025.

    Accounting standards and amendments issued but not yet adopted

    There are no new standards or amendments issued but not yet adopted that are expected to have a material impact on the Company's condensed consolidated interim financial statements.

  2. DIGITAL CURRENCIES - INTANGIBLE ASSETS

    Digital currencies - intangible assets are recorded at their fair value on the acquisition date or when they are received as revenues and are revalued at their current market value at each reporting date. Fair value is determined based on volume weighted average price from https://www.cryptocompare.com at 7:00 am UTC. The Company believes any price difference amongst the principal market and an aggregated price to be immaterial.

    A summary of digital currencies - intangible assets balances as at February 28, 2025 and August 31, 2024 is as follows:

    Holdings, February 28, 2025

    Fair Value, February 28, 2025

    Holdings, August 31, 2024

    Fair Value, August 31, 2024

    Bitcoin

    391

    $

    47,723,294

    346

    $

    27,508,268

    Solana(1)(2)9,573 2,047,136 6,796 1,240,888

    Sonic (formerly

    1,664,501

    1,641,531

    462,632

    264,884

    Fantom)(1)

    ATOM(1)

    204,191

    1,366,154

    188,526

    1,159,790

    Ethereum(1)

    140

    453,456

    138

    466,927

    Polkadot(1)

    52,174

    354,872

    48,749

    280,103

    Dogecoin

    1,000,000

    291,214

    -

    -

    The Graph(1)

    1,318,151

    228,949

    1,247,605

    245,402

    Dash(1)

    2,224

    83,266

    2,152

    68,188

    Ocean

    55,452

    22,937

    55,452

    36,739

    Juno(1)

    61,543

    10,929

    56,386

    6,846

    LIF3

    2,000,338

    9,213

    2,000,338

    9,548

    Neo

    42

    583

    42

    560

    OMG Network

    77

    26

    77

    22

    Balance

    $ 54,233,560

    $ 31,288,165

    1. Digital currencies used for staking, of which 78% (August 31, 2024 - $94%) based on fair value are staked and subject to potential slashing.

    2. Solana holdings do not include Solana held within the Company's investment in an investment fund as discussed in Note 5.

3. DIGITAL CURRENCIES - INTANGIBLE ASSETS (continued)

The Company's digital currencies - intangible assets are remeasured as of the reporting date. The following summary shows the fair values and costs as at February 28, 2025 and August 31, 2024:

Fair Value, February 28, 2025

Cost, February 28, 2025

Fair Value, August 31, 2024

Cost, August 31, 2024

Bitcoin

$ 47,723,294

$ 16,579,219

$ 27,508,268

$ 10,585,947

Solana

2,047,136

1,496,842

1,240,888

745,684

Sonic (formerly

1,641,531

1,515,597

264,884

281,962

Fantom)

ATOM

1,366,154

2,320,092

1,159,790

2,193,108

Ethereum

453,456

527,752

466,927

519,369

Polkadot

354,872

359,474

280,103

332,533

Dogecoin

291,214

448,914

-

-

The Graph

228,949

231,427

245,402

211,485

Dash

83,266

251,707

68,188

289,461

Ocean

22,937

29,037

36,739

29,037

LIF3

10,929

49,326

9,548

49,326

Juno

9,213

40,899

6,846

39,732

Neo

583

3,101

560

3,101

OMG Network

26

1,157

22

1,157

Balance

$ 54,233,560

$ 23,854,544

$ 31,288,165

$ 15,281,902

The following is a reconciliation of digital currencies - intangible assets as at February 28, 2025 and August 31, 2024:

February 28, 2025

August 31, 2024

Balance, beginning of period

$ 31,288,165

$ 12,946,322

Bitcoin mining

495,338

1,759,107

Staking revenue

256,718

523,393

Purchase of digital currencies - intangible assets

4,515,112

681,917

Disposal of digital currencies - intangible assets

(88,894)

(194,580)

Digital currencies used to pay for expenses

(5,389)

(19,140)

Digital currencies received to settle loans receivable

2,670,938

1,016,324

Redemption of investment in equity instrument at FVTPL

772,449

531,895

Revaluation of digital currencies

14,329,123

14,042,927

Balance, end of period

$ 54,233,560

$ 31,288,165

Management considers the fair value of digital assets to be Level 2 under IFRS 13 Fair Value Measurement ("IFRS 13") fair value hierarchy as the volume weighted average price taken from https://www.cryptocompare.com uses the volumes of multiple digital currency exchanges. There has been no change in the valuation techniques during the period.

  1. DIGITAL CURRENCIES - INTANGIBLE ASSETS (continued)

    Staking revenue for the three and six months ended February 28, 2025 and February 29, 2024 is comprised of the following:

    For the three months ended For the six months ended

    February 28,

    February 29,

    February 28,

    February 29,

    2025

    2024

    2025

    2024

    Solana earned(1)

    $ 188,497

    $ 9,735

    $ 341,691

    $ 12,247

    Atom earned

    75,202

    96,044

    126,989

    192,449

    Polkadot earned

    14,124

    17,461

    26,939

    27,739

    Graph earned

    15,417

    -

    19,942

    -

    Ethereum earned

    5,508

    669

    9,262

    1,541

    Dash earned

    2,038

    1,386

    3,215

    2,369

    Sonic (formerly Fantom)

    1,600

    -

    1,600

    -

    earned

    Juno earned

    777

    1,248

    1,167

    37,204

    Ocean earned

    -

    197

    -

    197

    Staking revenue

    $ 303,163

    $ 126,740

    $ 530,805

    $ 273,746

    1. Includes $147,956 and $274,087 for the three and six months, respectively, (2024 - $nil and $nil) earned on staked Solana within the Company's investment in an investment fund as discussed in Note 5.

      Bitcoin

      As at February 28, 2025, the Company has 391 (August 31, 2024 - 346) Bitcoin with a fair value of

      $47,723,294 (August 31, 2024 - $27,508,268). Included within net and comprehensive income for the period ended February 28, 2025, is $495,338 (2024 - $1,030,152) related to 4 (2024 - 21) Bitcoin mined during the period.

      A continuity for Bitcoin as at February 28, 2025 and August 31, 2024 is as follows:

      Number

      Amount

      Balance, August 31, 2023

      305

      $ 10,719,902

      Mining revenue

      29

      1,759,107

      Hashrate management fee

      -

      (19,140)

      Bitcoin received on settlement of loan receivable

      10

      563,509

      Bitcoin acquired

      2

      133,476

      Revaluation

      -

      14,351,414

      Balance, August 31, 2024

      346

      $ 27,508,268

      Mining revenue

      4

      495,338

      Hashrate management fee

      -

      (5,389)

      Bitcoin received on settlement of loan receivable

      10

      1,220,623

      Bitcoin acquired

      31

      4,284,478

      Revaluation

      -

      14,219,976

      Balance, February 28, 2025

      391

      $ 47,723,294

      All revenue from Bitcoin mining was generated from only one mining pool operator. Revenue from Bitcoin mining is recognized over time.

      As at February 28, 2025, the Company had 79 Bitcoin (December 31, 2024 - nil) pledged as collateral and deposited with a Swiss bank in regulated custody against a credit facility with the bank as discussed in Note 7.

  2. LOANS RECEIVABLE

Loans receivable classified as at FVTPL

During the year ended August 31, 2024, the Company entered into a series of loans whereby it loaned an aggregate of USD 7,086,000 and the loans were classified as at FVTPL because the contractual cash flows characteristics are not solely for payment of principal and interest.

Principal

(USD)

Initial Valuation

Term Borrow Fee (USD) Received at

Commencement

Principal Repayment Conditions Upon

Maturity

Maturity Date

Final Amount Received

USD 260,000

$353,080

USD 8,000

10 Bitcoin if ≤ USD 26,000 per Bitcoin

September 29, 2023

USD 260,000 valued at $351,520

USD 260,000

$353,080

USD 8,550

10 Bitcoin if ≤ USD 26,000 per Bitcoin

September 29, 2023

USD 260,000 valued at $351,520

USD 125,000

$169,763

USD 3,055

5 Bitcoin if ≤ USD 25,000 per Bitcoin

September 29, 2023

USD 125,000 valued at $169,000

USD 243,000

$333,712

USD 6,000

150 Ethereum if ≤ USD 1,620 per Ethereum

October 27, 2023

USD 243,000 valued at $336,725

USD 154,000

$209,486

USD 2,800

100 Ethereum if ≤ USD 1,540 per Ethereum

October 27, 2023

USD 154,000 valued at $213,398

USD 270,000

$367,281

USD 5,260

10 Bitcoin if ≤ USD 27,000 per Bitcoin

October 27, 2023

USD 270,000 valued at $374,139

USD 170,000

$235,807

USD 3,610

100 Ethereum if ≤ USD 1,700 per Ethereum

November 24, 2023

USD 170,000 valued at $231,591

USD 365,000

$495,743

USD 10,500

10 Bitcoin if ≤ USD 36,500 per Bitcoin

December 29, 2023

USD 365,000 valued at $482,749

USD 195,000

$264,849

USD 5,000

100 Ethereum if ≤ USD 1,950 per Ethereum

December 29, 2023

USD 195,000 valued at $257,907

USD 220,000

$298,936

USD 3,400

100 Ethereum if ≤ USD 2,200 per Ethereum

December 29, 2023

USD 220,000 valued at $290,972

USD 210,000

$280,476

USD 7,900

100 Ethereum if ≤ USD 2,100 per Ethereum

January 26, 2024

USD 210,000 valued at $282,429

USD 215,000

$287,111

USD 8,500

100 Ethereum if ≤ USD 2,150 per Ethereum

January 26, 2024

USD 215,000 valued at $289,154

USD 445,000

$595,900

USD 14,650

10 Bitcoin if ≤ USD 44,500 per Bitcoin

January 26, 2024

10 BTC valued at $563,509

USD 225,000

$302,445

USD 6,300

100 Ethereum if ≤ USD 2,250 per Ethereum

February 23, 2024

USD 225,000 valued at $303,615

USD 400,000

$536,160

USD 7,750

10 Bitcoin if ≤ USD 40,000 per Bitcoin

February 23, 2024

USD 400,000 valued at $539,760

USD 409,500

$553,071

USD 6,000

10 Bitcoin if ≤ USD 40,950 per Bitcoin

February 23, 2024

USD 409,500 valued at $552,579

USD 476,000

$640,220

USD 8,400

70,000 Polkadot if ≤ USD 6.80 per Polkadot

February 23, 2024

USD 476,000 valued at $642,314

USD 497,000

$670,652

USD 20,720

70,000 Polkadot if ≤ USD 7.10 per Polkadot

March 29, 2024

USD 497,000 valued at $673,435

USD 1,606,500

$2,171,185

USD 41,650

35 Bitcoin if ≤ USD 45,900 per Bitcoin

April 26, 2024

USD 1,606,500 valued at $2,195,764

USD 340,000

$467,534

USD 23,200

100 Ethereum if ≤ USD 3,400 per Ethereum

July 26, 2024

100 ETH valued at $452,815

  1. LOANS RECEIVABLE (continued)

    Loans receivable classified as at FVTPL (continued)

    During the six-month period ended February 28, 2025, the Company entered into a series of loans whereby it loaned an aggregate of USD 4,170,000 and the loans were classified as at FVTPL because the contractual cash flows characteristics are not solely for payment of principal and interest.

    Principal

    (USD)

    Initial Valuation

    Term Borrow Fee (USD) Received at Commencement

    Principal Repayment Conditions Upon

    Maturity

    Maturity Date

    Final Amount Received

    USD 580,000

    $782,478

    USD 16,900

    10 Bitcoin if ≤ USD 58,000 per Bitcoin

    October 25, 2024

    USD 580,000 valued at $804,576

    USD 680,000

    $946,288

    USD 28,500

    10 Bitcoin if ≤ USD 68,000 per Bitcoin

    November 29, 2024

    USD 680,000 valued at $952,680

    USD 380,000

    $533,026

    USD 29,300

    1,000,000 Dogecoin if ≤ USD 0.38 per Dogecoin

    November 29, 2024

    USD 380,000 valued at $532,380

    USD 325,000

    $454,383

    USD 11,000

    500,000 Fantom if ≤ USD 0.65 per Fantom

    November 29, 2024

    USD 325,000 valued at $455,325

    USD 500,000

    $702,800

    USD 50,000

    500,000 Fantom if ≤ USD 1.00 per Fantom

    December 27, 2024

    500,000 Fantom valued at $599,201

    USD 400,000

    $561,520

    USD 27,000

    1,000,000 Dogecoin if ≤ USD 0.40 per Dogecoin

    December 27, 2024

    1,000,000 Dogecoin valued at $448,914

    USD 400,000

    $574,600

    USD 35,500

    500,000 Fantom if ≤ USD 0.80 per Sonic

    January 31, 2025

    500,000 Fantom valued at $402,200

    USD 905,000

    $1,284,466

    USD 13,500

    (formerly Fantom) 10 Bitcoin if ≤ USD 90,500 per Bitcoin

    February 28, 2025

    10 Bitcoin valued at $1,220,623

    The Company considers the fair value hierarchy of the instrument as Level 2 under IFRS 13. A continuity for loans receivable as at February 28, 2025 and August 31, 2024 is as follows:

    February 28, 2025

    August 31, 2024

    Balance, beginning of period

    $ -

    $ 351,806

    Additions

    5,839,561

    9,586,489

    Repayments

    (2,744,961)

    (8,890,091)

    Acquisition of digital currencies through exercise of option

    (2,670,938)

    (1,016,324)

    Interest and term borrow fees accrued

    297,604

    282,066

    Interest and term borrow fees received

    (297,604)

    (282,066)

    Gain (loss) on settlement of loans receivable classified as at FVTPL

    (423,662)

    (31,880)

    Balance, end of period

    $ -

    $ -

    As at February 28, 2025 and August 31, 2024 in determining the ECL, management has taken into account the historical default experience, the financial position of the counterparties as well as the future prospects of the crypto industry in estimating the probability of default of each loan occurring within their respective loss assessment time horizon, as well as the loss upon default in each case. There are $nil expected credit losses as at February 28, 2025 (August 31, 2024 - $nil).

    Neptune Digital Assets Corp.

    Notes to Condensed Consolidated Interim Financial Statements

    For the Three and Six Months Ended February 28, 2025 and February 29, 2024 (Expressed in Canadian Dollars)

    (Unaudited)

  2. INVESTMENTS IN EQUITY INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

During the year ended August 31, 2022, the Company through a subsidiary, invested $2,286,000 in a private US company whose sole purpose is to invest in a US spacecraft manufacturer, space launch provider, and satellite communications provider. During the year ended August 31, 2023, the Company through a subsidiary, invested $332,301 in another private US company whose sole purpose is to invest in a US spacecraft manufacturer, space launch provider, and satellite communications provider. The fair values of these investments are remeasured based on new rounds of financing of the private US companies or the US spacecraft manufacturer, space launch provider, and satellite communications provider. The Company will adjust the fair value of the investment when (i) there is a bona fide arm's length transaction which establishes a different value, or ii) where an investment experiences a material change in value, the valuation will be increased or decreased to the estimated fair value.

During the year ended August 31, 2023, the Company invested $135,400 in a private Canadian company focused on Web3 innovation and gaming and where an independent director of the Company is the Chairman and majority owner. The fair value of this investment is remeasured based on new rounds of financing of the private Canadian company. The Company will adjust the fair value of the investment when (i) there is a bona fide arm's length transaction which establishes a different value, or (ii) where an investment experiences a material change in value, the valuation will be increased or decreased to the estimated fair value. During the year ended August 31, 2024, the Company learned that the private Canadian company has no significant assets and is to be dissolved. The Company recognized an impairment loss of $135,310 on investment in equity instrument at FVTPL as a separate line on the consolidated statement of income or loss and comprehensive income or loss.

During the year ended August 31, 2024, the Company through a subsidiary, invested $2,331,732 in a private investment fund designed to acquire Solana tokens from a bankrupt estate. The Company's investment represents an acquisition of 26,964 Solana at USD 64 per Solana. The investment fund manager receives a monthly management fee equal to an annualized rate of 1% per annum on the Company's investment balance. This management fee is included in unrealized gain on investments in equity instruments at FVTPL. The Solana acquired by the Company will be locked and staked, earning staking rewards during the lock period. Staking commissions are set at 5% of the staking rewards and included within staking revenue. Staking rewards will accrue while the Solana is locked and will become distributable on the same unlocking schedule as the Solana. 80% of the Solana are released linearly monthly until January 2028 and 20% of the Solana will be released in March 2025. The investment in the investment fund is valued based on the latest available net asset value, as determined by the investment fund's administrator. The fair values of the investments are remeasured based on monthly valuation reports provided to the Company by the investment fund administrator.

These investments are accounted for as financial assets which are initially recognized at fair value and subsequently measured at fair value through profit or loss. A continuity for investments in equity instruments at fair value through profit or loss as at February 28, 2025 and August 31, 2024 is as follows:

February 28, 2025 August 31, 2024

Balance, beginning of period

$ 8,625,700

$ 3,074,157

Additions

-

2,331,732

Redemptions

(259,857)

(215,150)

Holdback on redemption released

-

(4,958)

Staking income

274,087

125,622

Impairment loss on a private Canadian company

-

(135,310)

Unrealized gain (loss)

3,338,373

3,449,607

Balance, end of period

$ 11,978,303

$ 8,625,700

29