NEPTUNE DIGITAL ASSETS CORP. MANAGEMENT DISCUSSION AND ANALYSIS For the three months ended November 30, 2025 Containing information up to and including January 29, 2026 Form 51-102F1 Management's Discussion & Analysis for NEPTUNE DIGITAL ASSETS CORP. (the "Company")
Containing information up to and including January 29, 2026
NOTICE
This Management Discussion and Analysis ("MD&A") is intended to help the reader understand the consolidated financial statements of Neptune Digital Assets Corp. ("Neptune"), formerly known as Neptune Dash Technologies Corp., and includes its wholly owned subsidiary Neptune Digital USA Corp. The information provided herein should be read in conjunction with the Company's condensed consolidated interim financial statements for the three months ended November 30, 2025 and consolidated audited financial statements for the year ended August 31, 2025 (the "Financial Statements").
Subsequent to the issuance of the consolidated financial statements for the year ended August 31, 2024, errors were discovered with respect to the remeasurement of fair value less an applicable discount for lack of marketability ("DLOM") of the Company's investment in a private investment fund designed to acquire Solana tokens from a bankrupt estate that is included in the Company's investments in equity instruments at FVTPL. Accordingly, the consolidated financial statements for the year ended August 31, 2024, and previously reported metrics in this MD&A have been restated to reflect adjustments made as a result of this correction of error. Refer to "Correction of Error" section of this MD&A.
The following comments may contain estimates of anticipated future trends, activities or results made by management of the Company ("Management"). These are not a guarantee of future performance since actual results could change based on other factors and variables beyond the control of Management.
Management is responsible for the preparation and integrity of the Financial Statements, including the maintenance of appropriate information systems, procedures and internal controls and to ensure that information used internally or disclosed externally, including the Financial Statements and MD&A, is complete and reliable. The Company's Board of Directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders.
All currency amounts are expressed in Canadian dollars unless otherwise noted.
Additional information related to the Company is available for viewing on SEDAR+ and on the Company's website at https://www.neptunedigitalassets.com/.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This MD&A contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. These statements relate to future events or the future activities or performance of the Company. All statements, other than statements of historical fact are forward-looking statements. Forward-looking statements are typically identified by words such as: "believe", "expect", "anticipate", "intend", "estimate", "postulate" and similar expressions, or which by their nature refer to future events. These forward-looking statements include, but are not limited to, statements concerning:
the Company's strategies and objectives, both generally and in respect of its digital currency assets;
the Company's future cash requirements;
general business and economic conditions;
the Company's ability to meet its financial obligations as they come due, and to be able to raise the necessary funds to continue operations;
the timing and pricing of proposed financings, if applicable;
the anticipated completion of financings;
the anticipated receipt of regulatory approval or acceptance of financings;
the anticipated use of the proceeds from the financings;
Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Inherent in forward-looking statements are risks and uncertainties beyond the Company's ability to predict or control, including, but not limited to, risks related to the Company's inability to predict future cryptocurrency asset pricing, the ability to determine the results of voting decisions made by cryptocurrency networks to determine how these blockchains perform network upgrades over time, and other variables that are disclosed under "Risk Factors".
The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance and that actual results are likely to differ, and may differ materially, from those expressed or implied by forward-looking statements contained in this MD&A. Such statements are based on a number of assumptions which may prove incorrect, including, but not limited to, assumptions about:
the level and volatility of the prices for cryptocurrencies, specifically the Bitcoin, Solana, Cosmos ATOM, Sonic (previously Fantom), Polkadot, Graph, Ethereum, and Dash blockchain networks;
the reliability, solvency, and security of third-party exchanges and other cryptocurrency service providers;
the economics of mining cryptocurrencies and decentralized finance projects;
general business and economic conditions;
the timing and amount of staking, DeFi, mining, and node rewards earned over time from blockchain networks;
conditions in the financial and cryptocurrency markets generally, and with respect to the prospects for the supply and demand of Bitcoin, Solana, Cosmos ATOM, Sonic, Polkadot, Graph, Ethereum, and Dash cryptocurrencies specifically;
the security and reliability of smart contracts for different blockchains and decentralized financial protocols;
the hashing power and general integrity of blockchain networks, specifically the Bitcoin, Solana, Cosmos ATOM, Sonic, Polkadot, Graph, Ethereum, and Dash blockchain networks with respect to vulnerability from a malicious third party, or 51% attack;
regulatory developments within Canada and internationally that affect cryptocurrencies as an asset class both directly and indirectly;
tax developments directed at cryptocurrency assets that may be enacted into legislation over time;
governance decisions made by the blockchain network operators that affect the rewards payout allocation.
These forward-looking statements are made as of the date hereof and the Company does not intend and does not assume any obligation, to update these forward-looking statements, except as required by applicable law. For
the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.
Historical results of operations and trends that may be inferred from the following discussion and analysis may not necessarily indicate future results from operations. In particular, the current state of the cryptocurrency markets and global securities markets may cause significant reductions in the price of the Company's securities and render it difficult or impossible for the Company to raise the funds necessary to continue operations. See "Risk Factors - Insufficient Financial Resources".
BUSINESS SUMMARY
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 OTCQX Market under the symbol NPPTF.
The head office, registered, and records office of the Company are located in Vancouver, BC, Canada.
The Company's primary objective is to accumulate growth assets and to grow large-scale revenue-generating blockchain projects including, but not limited to, Bitcoin mining, blockchain staking and node management to earn digital currency staking rewards and engaging in Decentralized Finance ("DeFi") activities.
The Company accumulates, holds, and generates returns on fiat currency, cryptocurrency, and other assets which it deems as potentially valuable over the long term. The Company also actively evaluates technology companies and projects within the blockchain ecosystem and other highly innovative markets, with the intention of acquiring, investing in or building new technology.
OVERALL PERFORMANCE AND DISCUSSION OF OPERATIONS
Highlights for the three months ended November 30, 2025 and up to January 29, 2026On December 11, 2025, through its subsidiary, Neptune USA, invested USD 300,000 in a series of equity interest in a US private company. The purpose of the series is to acquire shares of xAI, an artificial intelligence company, with the mission to advance scientific discovery and deepen collective understanding of the universe.
On December 9, 2025, issued 1,300,000 stock options to certain directors and officers of the Company. These stock options vest immediately, will entitle the holder to acquire one common share at an exercise price of $0.70 and are to expire on December 9, 2035.
On October 2, 2025, issued 570,000 common shares on the exercises of 375,000 stock options at a price per share of $0.20, 75,000 stock options at a price per share of $0.23, and 120,000 stock options at a price per share of $0.335 for gross proceeds of $132,450.
On September 3, 2025, issued 620,000 common shares on the exercises of 380,000 stock options at a price per share of $0.20, 200,000 stock options at a price per share of $0.23, and 40,000 stock options at a price per share of $0.335 for gross proceeds of $135,400.
SUMMARY OF QUARTERLY RESULTS
The tables below set out the quarterly results from the last two years.
Financial Results | Quarter Ended November 30, 2025 | Quarter Ended August 31, 2025 | Quarter Ended May 31, 2025(4) | Quarter Ended February 28, 2025(4) |
Revenue(1) | $390,755 | $387,769 | $367,708 | $573,740 |
Other and finance income(2) | $- | $55,254 | $21,794 | $203,286 |
Operating expenses(3) | ($890,688) | ($2,479,983) | ($705,409) | ($993,582) |
Net loss | ($3,709,839) | ($1,353,954) | ($485,736) | ($1,808,789) |
Net comprehensive income (loss) for the period | ($10,777,854) | ($2,006,999) | $7,403,536 | ($8,647,781) |
Net income (loss) per share - basic | ($0.03) | ($0.01) | ($0.00) | ($0.01) |
Net income (loss) per share - diluted | ($0.03) | ($0.01) | ($0.00) | ($0.01) |
Total Assets | $74,644,377 | $87,169,194 | $82,415,577 | $72,196,049 |
Total Long-term Liabilities | $955,814 | $4,454,445 | - | - |
Weighted average shares outstanding for the period - basic | 128,060,217 | 127,091,096 | 127,091,096 | 127,036,429 |
Weighted average shares outstanding for the period - diluted | 128,060,217 | 127,091,096 | 127,091,096 | 127,036,429 |
Cash dividends declared | - | - | - | - |
Financial Results | Quarter Ended November 30, 2024(4) | Quarter Ended August 31, 2024(4) | Quarter Ended May 31, 2024(4) | Quarter Ended February 29, 2024 |
Revenue(1) | $452,403 | $449,940 | $449,940 | $449,940 |
Other and finance income(2) | $179,336 | $133,603 | $133,603 | $133,603 |
Operating expenses(3) | ($802,321) | ($1,569,516) | ($1,569,516) | ($1,569,516) |
Net income (loss) | $4,016,051 | ($1,801,844) | ($1,801,844) | ($1,801,844) |
Net comprehensive income (loss) for the period | $26,002,884 | ($7,402,696) | ($7,402,696) | ($7,402,696) |
Net income (loss) per share - basic | $0.03 | ($0.01) | ($0.01) | ($0.01) |
Net income (loss) per share - diluted | $0.03 | ($0.01) | ($0.01) | ($0.01) |
Total Assets | $75,987,316 | $49,818,652 | $49,818,652 | $49,818,652 |
Total Long-term Liabilities | - | - | - | - |
Weighted average shares outstanding for the period - basic | 127,166,827 | 127,298,629 | 127,298,629 | 127,298,629 |
Weighted average shares outstanding for the period - diluted | 133,489,236 | 127,298,629 | 127,298,629 | 127,298,629 |
Cash dividends declared | - | - | - | - |
Consists of mining revenue and staking revenue.
Consists of interest earned on digital currency, digital currency receivable, and digital currency loans, and interest income from loans receivable, short term investments, and bank interest.
Consists of consulting fees, cost of mining revenue, depreciation, directors fees, foreign exchange recovery (loss), impairment loss on financial assets, marketing, office and miscellaneous, professional fees, unrecoverable sales tax, and shared-based compensation.
Certain previously reported amounts have been restated to reflect the correction of error for the remeasurement of fair value less an
applicable DLOM of the Company's investment in a private investment fund designed to acquire Solana tokens from a bankrupt estate. For further detail, refer to Note 16 of the Financial Statements and "Correction of Error" section below.
DISCUSSION OF RESULTS
Results for the three months ended November 30, 2025 compared to the three months ended November 30, 2024
The following analysis discusses the Company's operating results.
During the three months ended November 30, 2025, the Company mined 1 (2024 - 2) Bitcoin and recognized $146,758 (2024 - $224,761) to revenue. Mining expenses incurred during the three months ended November 30, 2025 totalled $163,737 (2024 - $268,003) and comprised of hashrate management fees of $1,597 (2024 - $2,445), operating and maintenance costs of $151,017 (2024 - $243,312), and depreciation of mining equipment of $11,123 (2024 - $22,246).
During the three months ended November 30, 2025, the Company earned $243,997 (2024 - $227,642) in staking and DeFi rewards recognized in revenue. Staking income is comprised of $171,167 (2024 -
$153,194) earned in Solana, $52,107 (2024 - $51,787) earned in ATOM, $7,157 (2024 - $12,815) earned in Polkadot, $5,029 (2024 - $3,754) earned in Ethereum, $4,604 (2024 - $4,525) earned in Graph, $2,259 (2024 - $1,177) earned in Dash, $1,674 (2024 - $nil) earned in Sonic, and $nil (2024 - $390) earned in JUNO.
Included in investments in equity instruments at fair value through profit and loss are investments in two private US companies whose sole purpose is to invest in a US spacecraft manufacturer, spacecraft launcher, and satellite communications provider. During the year ended August 31, 2025, the Company invested an additional $1,434,320 (2024 - $nil) in one of the private US companies. During the three months ended November 30, 2025, the Company recognized unrealized gain of $144,050 (2024 -
$155,315) on these investments in equity instruments at FVTPL.
Also included in investments in equity instruments at fair value through profit and loss is an investment in a private investment fund designed to acquire Solana tokens from a bankrupt estate. The initial investment of $2,331,732 was made by the Company through a subsidiary during the year ended August 31, 2024. The Company's investment represents an acquisition of 26,964 Solana at US$64 per Solana. The Solana acquired by the Company will be locked and staked, earning staking rewards during the lock period and will become distributable on the same unlocking schedule as the Solana. 80% of the Solana will be released linearly monthly until January 2028 and 20% of the Solana was released in March 2025. The fair value of the investment is remeasured based on quarterly valuation reports provided to the Company by the investment fund administrator less an applicable DLOM. During the three months ended November 30, 2025, the Company recognized unrealized loss of $1,284,527 (2024
- unrealized gain of $2,000,805) on this investment in equity instrument at FVTPL.
During the three months ended November 30, 2025, the Company recognized as finance income, $nil (2024 - $179,336) on the Company's short-term investments, loans receivable, and cash.
During the three months ended November 30, 2025, the Company recognized an unrealized loss of
$13,019,996 (2024 - unrealized gain of $22,914,730) within income or loss and other comprehensive income or loss related to changes to the fair valuation of its digital currencies - intangible assets. As at November 30, 2025, the fair value of the Company's digital currencies - intangible assets was
$58,934,837 (August 31, 2025 - $70,177,330).
The Company's operating expenditures excluding mining expenses, for the three months ended November 30, 2025, totalled $726,951 (2024 - $534,318) of which $23,099 (2024 - $23,623) was related to depreciation, with $486,395 (2024 - $551,049) representing cash expenses and foreign exchange gain of $499 (2024 - $40,354).
LIQUIDITY AND CAPITAL RESOURCES
As at November 30, 2025 the Company has delegated 36,227 Solana (13,396 Solana locked and included in equity investments at FVTPL), 175,000 ATOM, 138 Ethereum, 56,675 Polkadot, 525,138 Sonic, 1,457,373 Graph, 49,990 Juno, and held two Dash masternodes which earn staking reward income. The Company commenced earning revenues in November 2017, therefore has limited history and no assurances that historical performance will be indicative of future performance. The Company's ability to continue as a going concern is dependent on the Company's ability to earn digital tokens, and if necessary, liquidate digital tokens, or on its ability to raise external financing.
As at November 30, 2025 the Company had a negative working capital balance of $2,084,839. Significant items included cash of $354,039 and investments in equity instruments at fair value through profit or loss of $9,544,815 net of accounts payable and accrued liabilities of $380,269, income taxes payable of $90,864, and loan payable of $12,079,012. The Company currently has sufficient cash and access to a credit facility to meet its current operating and administrative costs for the next 12 months.
The net change and use of proceeds for the Company during the three months ended November 30, 2025, is as follows:
Net cash used in operating activities was $1,647,272 (2024 - $1,188,204). The majority of this was used to fund Bitcoin mining expenses, office costs, consulting costs, professional fees, listing/filing fees, and maintain IT infrastructure.
Net cash used in investing activities was $1,013,113 (2024 net cash from investing activities -
$1,326,529). The cash received was: $nil (2024 - $1,528,378) from redemption of short-term investments and $nil (2024 - $2,744,961) from settlement of loans receivable. The cash used was: $nil (2024 - $2,716,175) to issue loans receivable and $1,013,113 (2024 - $230,635) to purchase digital currencies - intangible assets.
Net cash from financing activities was $2,508,680 (2024 net cash used in financing activities -
$139,966). The cash received was $2,240,830 (2024 - $nil) from proceeds of loan payable and $267,850 (2024 - $nil) from stock options exercised. The cash used was $nil (2024 - $139,966200,125) to repurchase and cancel common shares. As at November 30, 2025, subscriptions receivable totalled
$448,889 (August 31, 2025 - $448,889) from common shares issued on the exercise of warrants.
The Company has no commitments for capital expenditures at the date of this report.
OUTSTANDING SHARE DATA
As at November 30, 2025, the Company's share capital was $57,250,014 representing 128,281,096 common shares without par value. The comprehensive loss for the three months ended November 30, 2025, was
$11,147,3395 and total shareholders equity as at November 30, 2025 was $60,768,933. As at January 29, 2026, the Company's equity structure is disclosed below:
# of Shares | Exercise Price | Expiry Date (Vest Date) | |
Issued and Outstanding Common Shares | 128,281,096 | ||
5,000,000 | $0.20 | January 21, 2031 | |
4,200,000 | $1.03 | April 28, 2031 | |
1,700,000 | $0.23 | September 21, 2032 | |
570,000 | $0.335 | March 21, 2034 | |
Stock Options | 1,300,000 | $0.70 | December 9, 2035 |
Fully Diluted as at January 29, 2026 | 141,051,096 |
RISK FACTORS
The Company is in the business of the acquisition, construction, and operation of blockchain infrastructure assets and projects. Due to the high growth of, and maturing marketplace around, blockchain technologies and cryptocurrency markets in general, and the nature of the Company's proposed business plan, the following risk factors, among others, will apply:
Volatility and Speculation in Cryptocurrency Markets: The Company's operations involving cryptocurrency, blockchain nodes, and mining are inherently linked to the volatile and speculative nature of cryptocurrency markets. This volatility affects the pricing, hashing power, and block rewards, making it challenging to predict the future net asset value of blockchain assets and the potential earnings from block rewards. Cryptocurrency technology is still in the early stages of development, with assets being difficult to acquire, secure, and not fully regulated, further contributing to price instability. These factors can significantly influence the value of the Company's assets, the economics of the Company's mining operations, and the expected yield from rewards over time.
Blockchain Technology: Blockchain network technology is a development stage ecosystem with many stakeholders including miners, stakers, investors, nodes and/or masternodes and/or delegators, and other ecosystem participants. Due to the decentralised and development stage nature of blockchains, the Company cannot forecast what changes will occur to the structure of these blockchains over time, and how protocol upgrades will affect the valuation of the Company's hardware infrastructure assets and underlying cryptocurrencies.
Collusion and Third-Party Attacks: By its very nature, blockchain technologies are decentralized and subject to possible manipulation. This includes the risk of a 51% attack on a blockchain's mining network hashing power, where a malicious third party is able to reverse transactions on the blockchain through centralized control of an entire blockchain's mining power. Although considered remote, a 51% attack, and other malicious attempts to control, attack, or manipulate a particular blockchain is outside of the Management's control.
Counterparty Risk: Counterparty risk is the risk of an unexpected loss if a third party fails to meet its contractual obligations or maintain a business in good standing. The Company is exposed to counterparty risk primarily through its significant deposits it places with cryptocurrency custodial service providers. The risk of
a cryptocurrency custodial service provider failing to meet its contractual obligations, maintain adequate levels of security, or maintain a business in good standing may result in lost cryptocurrency.
Security Risks: Given the immutable nature of blockchain technologies, a risk exists that a malicious third party could attempt to hack or steal the Company's cryptocurrencies or tokens or other digital assets and the Company or its custodial partners may be unable to recover them. See safeguarding of crypto assets for further discussion of security protocols.
Financing Risks: The Company has limited financial resources, has limited source of operating cash flow and has no assurance that additional funding will be available for it to invest and purchase blockchain infrastructure assets. Failure to raise additional financing could result in a delay or indefinite postponement of further technological investment in the blockchain ecosystem.
Insufficient Financial Resources: The Company may not have sufficient financial resources or crypto revenues to pay operating expenses.
Dilution to the Company's Existing Shareholders: The Company may require additional equity financing to be raised in the future. The Company may issue securities at less than favorable terms to raise sufficient capital to fund its business plan. Any transaction involving the issuance of Common Shares or securities convertible into Common Shares would result in dilution, possibly substantial, to present and prospective holders of Common Shares.
Increased Costs: Management anticipates the costs of tokens and mining equipment could increase over time if demand for cryptocurrency and tokens increases. This will result in increased capital costs to purchase sufficient blockchain assets or mining equipment.
Government Regulation: Blockchain technology assets are a new and emerging asset class of which the regulatory and taxation policies related to the purchase, sale, trading, and ownership of digital tokens may change over time, and as result may have a direct impact on the Company's assets and operating cashflows.
No Assurance of Profitability: The Company has limited history of positive operating earnings and, due to the nature of its business there can be no assurance that the Company will be profitable. The Company has not paid dividends on its Common Shares since incorporation and does not anticipate doing so in the foreseeable future. The only present source of funds available to the Company is from the sale of its Common Shares or, possibly, from the sale of its cryptocurrency assets. The Company is highly dependent on Bitcoin, Solana, ATOM, Fantom and other tokens maintaining their price at current levels and not materially declining over time.
Uninsured or Uninsurable Risks: The Company's blockchain assets are uninsured and are susceptible to total loss in the event of a theft, security breach, employee error or IT malfunction. The Company takes every available precaution to reduce the risk of blockchain asset losses due to theft, security breach, employee error or IT malfunction. See safeguarding of crypto assets for further discussion of security protocols.
SAFEGUARDING OF CRYPTO AND TOKEN ASSETS
As at November 30, 2025 the Company had crypto assets, totalling $58,934,837 held in cold storage, hot wallets, and on platforms or exchanges.
All crypto assets are not insured. That said, given the nascent nature of this business, there are no insurance products yet available which are affordable and available to the Company. The Company continues to assess the ability to eventually insure any crypto assets held in the treasury.
Cold Storage
Cold storage wallets are crypto wallets held offline on a physical device. The Company holds a variety of assets in cold storage which include Atom, Bitcoin, Dash, Ethereum, Polkadot, Solana, and others. Cold storage is the most secure method of storage and the Company holds both the cold storage wallets and the partial keys in separate locations. All cold storage wallets are held in secure vaulted locations with an identical backup cold storage wallet held in a separate city to minimize geographical risk. The keys are separated in half with each half being stored with a second and third location to eliminate risk of theft of full key for any individual location. These assets can only be accessed by two directors or officers of the Company attending the location and signing in.
Hot Wallets
Hot wallets are wallets that are connected through the internet and accessed through either a website or an app, such as MetaMask. The Company stores some of their crypto assets in hot wallets in order to transact in the decentralized finance space and other blockchain projects. Hot wallets have additional exposure over cold wallets as they are always connected to the internet, therefore risks include hacking, phishing, collusion, third party risk of loss and other malicious thwarting to security. The Company takes security seriously and as such uses all available security protocols such as 2FA, PINs and passwords only available to the Company CEO and COO, whitelisting of addresses and HODL modes where available on accounts so that tokens requested to be moved require a delay and multiple authorizations. Further details below.
USE OF CRYPTO TRADING PLATFORMS AND EXCHANGES
Neptune periodically acquires cryptocurrency and other crypto-related assets. To do so, the Company uses a crypto trading platform such as Amber Group or Galaxy Digital. The Company does not intend to store material sums of crypto assets on crypto trading platforms as a wallet and generally uses an exchange to purchase assets and then move assets to either hot wallets or cold storage once a transaction is complete. In order to move funds from the bank to a crypto trading platform, both the CEO and COO are required to release payments. Additionally, crypto trading platforms incorporate passwords for login and 2FA in order to access the websites. Specific risks of loss when using crypto trading platforms would be sending to the incorrect wallet address after a purchase is made, this risk is mitigated by a multiple review process by two officers and whitelisting specific regularly used addresses of both cold storage and hot wallets.
OFF-BALANCE SHEET ARRANGEMENTS
As at November 30, 2025 and as at the date of this report the Company does not have any off-balance sheet arrangements.
TRANSACTIONS WITH RELATED PARTIES
The Company has entered into certain transactions with related parties during the three months ended November 30, 2025. All transactions with related parties have occurred in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed upon by the related parties.
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and corporate officers.
A description of the transactions with Key Management Personnel are:
Name | Name | Relationship | Purpose of Transaction | Amount |
Spartan Pacific Financial Ltd. | Cale Moodie | CEO & Director | Consulting Fees(1) | $115,000 |
Major Big Consulting Corp. | Kalle Radage | COO & Director | Consulting Fees(2) | $83,000 |
Carmen To Consulting Corp. | Carmen To | CFO & Director | Consulting Fees(3) | $42,500 |
The Company has a consulting agreement (the "Spartan Agreement") with Spartan Pacific Financial Ltd. ("Spartan"), a company owned by Cale Moodie, the Chief Executive Officer, pursuant to which Spartan agreed to provide management consulting services to the Company. The Company will pay Spartan a monthly fee of $38,333 per month plus an annual bonus up to 100% of the Spartan Fees measured against performance milestones. The Company has the right to terminate the Spartan Agreement by providing 24 months' notice or paying the equivalent of 24 months in fees.
The Company has a consulting agreement (the "Major Big Agreement") with Major Big Consulting Corp. ("Major Big"), a company owned by Kalle Radage, the Chief Operating Officer, pursuant to which Major Big agreed to provide consulting services to the Company. The Company will pay Major Big $27,667 per month plus an annual bonus up to 100% of the Major Big Fees measured against performance milestones. The Company has the right to terminate the Major Big Agreement by providing 24 months' notice or paying the equivalent of 24 months in fees.
The Company has a consulting agreement (the "To Consulting Agreement") with Carmen To Consulting Corp. ("To Consulting"), a company owned by Carmen To, the Chief Financial Officer, pursuant to which To Consulting agreed to provide consulting services to the Company. The Company will pay To Consulting $14,167 per month plus an annual bonus up to 100% of the To Consulting Fees measured against performance milestones. The Company has the right to terminate the To Consulting Agreement by providing 24 months' notice or paying the equivalent of 24 months in fees.
In addition to the transactions above:
The Company paid or accrued director fees during the three months ended November 30, 2025, $30,000 (2024 - $29,380) to independent directors.
As at November 30, 2025, there is $172,761 (August 31, 2025 - $925,710) due to directors and officers of the Company included in accounts payable and accrued liabilities. The balances to related parties are unsecured, non-interest bearing and without fixed repayment terms.
As at November 30, 2025, there is $448,889 (August 31, 2025 - $448,889) of subscription receivable from two private Canadian companies where the Company's CEO is the majority owner. This amount is included in subscriptions and other receivables. The balance is a result of common shares issued on the exercise of warrants.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Significant accounting judgments and estimatesThe preparation of the consolidated financial statements in conformity with IFRS Accounting 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, 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.
Significant judgments:Critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements include the evaluation of the Company's ability to continue as a going concern and the following:
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.
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 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.
Digital currency transactions and balances:
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.
Accounting for mining revenue and staking rewards
There is currently no specific definitive guidance in IFRS or alternative accounting frameworks for accounting for mining of digital assets and 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.
Staking rewards are measured at fair value by reference to the quoted market price of the rewards at the beginning of the contract. 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.
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.
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 non-controlling investments in two US private companies and 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 less a discount for lack of marketability. 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.
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 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 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:Valuation of digital currencies
Digital currencies are revalued to their fair value determined based on volume weighted average price from https://www.cryptocompare.com at 7:00 am UTC. 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.
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.
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.
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.
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 three months ended November 30, 2025 and 2024 is the Full Pay Per Share ("FPPS") model.
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 contract allows 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.
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.
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.
As a validator in staking activity, 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 three months ended November 30, 2025 and 2024.
As a delegator in staking activity, 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).
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 liquidity 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 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.
Current and non-current classificationAssets 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 equivalentsCash and cash equivalents include cash on hand, deposits held at call with financial institutions, 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 currenciesThe 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 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 at 7:00 am UTC from https://www.cryptocompare.com, an independent third-party pricing aggregator and management expects any variance between these prices and the principal market to be immaterial.
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 other comprehensive income in respect to that digital currency.
The Company does not transfer the cumulative revaluation surplus included in equity directly to retained earnings when the surplus is realized. The whole surplus may be realized on the disposal of the asset.
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 November 30 and August 31, 2025, 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.
Share-based paymentsShare-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 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.
Income taxesThe 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.
ProvisionsProvisions 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 shareBasic 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 instrumentsFinancial 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.
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.
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.
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 |
Investment in equity instruments | FVTPL |
Accounts payable and accrued liabilities | Amortized cost |
Loan payable | Amortized cost |
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").
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.
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 equipmentProperty 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 issuancesFor 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.
Comprehensive incomeComprehensive 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.
Accounting standards adoptedThere were no new accounting policies and standards adopted by the Company for the three months ended November 30, 2025 which had a material effect on its consolidated financial statements.
Accounting standards not yet adoptedCertain pronouncements were issued by the IASB or the IFRS IC that are mandatory for accounting periods commencing on or after December 1, 2025. Many are not applicable or do not have a significant impact to the Company and have been excluded. The following have not yet been adopted and are being evaluated to determine their impact on the Company.
In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments - Disclosures. The amendments clarify the derecognition of financial liabilities and introduce an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system. The amendments also clarify how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance ("ESG")-linked features and other similar contingent features and the treatment of non-recourse assets and contractually linked instruments ("CLIs"). Further, the amendments mandate additional disclosures in IFRS 7 for financial instruments with contingent features and equity
instruments classified at FVOCI. The amendments are effective for annual periods starting on or after January 1, 2026. Retrospective application is required and early adoption is permitted.
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements ("IFRS 18") to improve reporting of financial performance. The new standard replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new categories and required subtotals in the statement of profit and loss and requires disclosure of management-defined performance measures. It also includes new requirements for the location, aggregation and disaggregation of financial information. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements. Retrospective application is required and early adoption is permitted.
FINANCIAL INSTRUMENTS AND MANAGEMENT OF CAPITAL
Management of capital
The Company's objective when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders. The Company considers the items included in shareholders' equity as capital. The Company manages the capital structure and makes adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets. The Company's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to acquire more cryptocurrencies and fund the operations and investments of the Company. To secure the additional capital necessary to pursue these plans, the Company intends to raise additional funds through the equity or debt financing. The Company is not subject to any capital requirements imposed by a regulator.
Classification of financial instruments
November 30, 2025 August 31, 2025
Financial assets at amortized cost
Cash $ 354,039 $ 505,744
Financial assets at fair value through profit or loss
Investments in equity instruments at fair value through 10,629,306 11,819,721 profit or loss
Total $ 10,983,345 $ 12,325,465
November 30, 2025 | August 31, 2025 | |
Financial liabilities at amortized cost Accounts payable and accrued liabilities | $ 380,269 | $ 1,356,778 |
Loan payable | 12,079,012 | 9,620,226 |
Total | $ 12,459,281 | $ 10,977,004 |
The carrying amounts of cash, accounts payable and accrued liabilities, and loan payable approximate their fair values because of the short-term nature of these instruments.
Fair value measurement
The Company classifies its fair value measurements in accordance with an established hierarchy that prioritizes the inputs in valuation techniques used to measure fair value as follows:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3 - Inputs that are not based on observable market data for the asset or liability.
The following table sets forth the Company's assets measured at fair value by level within the fair value hierarchy as at November 30 and August 31, 2025.
November 30, 2025 | Level 1 | Level 2 | Level 3 |
Digital currencies and staked | $ - | $ 58,934,837 | $ - |
digital currencies - intangible assets | |||
Investments in equity instruments at FVTPL | - | 8,496,499 | 2,132,807 |
Total | $ - | $ 67,431,336 | $ 2,132,807 |
August 31, 2025 | Level 1 | Level 2 | Level 3 |
Digital currencies and staked | $ - | $ 70,177,330 | $ - |
digital currencies - intangible assets | |||
Investments in equity instruments at FVTPL | - 8,352,449 | 3,467,272 | |
Total | $ - $ 78,529,779 | $ 3,467,272 | |
The fair value of digital currencies and staked digital currencies - intangible assets is determined by reference to the volume average weighted price provided by https://www.cryptocompare.com, an independent third-party pricing aggregator that makes publicly available, for each relevant digital asset, volume weighted average price calculated from various exchanges, as well as price and volume data by exchange.
Investments in equity instruments at FVTPL consist of investments in US private companies within Level 2 and a private fund within Level 3. The fair values of the US private companies are based on the arm's length funding rounds of the investee or underlying investment. The fair value of the investment in the private fund is remeasured based on valuation reports provided to the Company by the investment fund administrator less a 17% DLOM. As at November 30, 2025, a +/- 5 percentage point change in the DLOM (resulting in a discount of 12% or 22%) would result in a +/- $128,482 (August 31, 2025 - $208,872) change in the fair value of the investment in the private fund. The unrealized gain (loss) is recognized in the statements of income (loss).
Financial risk management
Credit risk
Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to discharge an obligation. Financial instruments which are potentially subject to credit risk for the Company consist of primarily cash and cash equivalents, short-term investments, and loans receivable. The carrying amount of financial assets represents the maximum credit exposure. The Company has gross credit exposure at November 30, 2025, related to these assets of $354,039. All cash is held at Canadian chartered banks and U.S. Federal Deposit Insurance Corporation insured commercial banks in the United States, which minimizes credit risk. The Company's loans receivable are issued to arm's length parties with which it has previously issued loans. Credit risk is mitigated by loaning funds to companies based on the size, credit quality and reputation of these arm's length parties that are based and regulated in the United States.
Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company manages Company-wide cash projections centrally and regularly updates projections for changes in business and fluctuations caused in digital currency prices and exchange rates.
Interest risk
Interest risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in market risk. The Company's exposure to interest rate risk is limited and only relates to its ability to earn interest income on cash balances at variable rates. Changes in short term interest rates will not have a significant effect on the fair value of the Company's cash account.
Price risk
Price risk is the risk that the value of a security or investment will decrease. The Company is exposed to price risk on its investments in equity instruments at FVTPL. A 10% fluctuation in the price of the investees would result in a change of $1,062,931 in the fair value of investments in equity instruments at FVTPL and the change would be recognized in income or loss.
Foreign currency risk
Currency risk relates to the risk that the fair values or future cash flows of the Company's financial instruments will fluctuate because of changes in foreign exchange rates. Exchange rate fluctuations may affect the costs that the Company incurs in the future in its operations as well as the currency in which the Company has historically raised capital. The Company is currently exposed to currency risk as certain cash and cash equivalents, short-term investments, loans receivable, and investments in equity instruments at FVTPL are denominated in US Dollars. A 10% fluctuation in the US Dollar would result in a change to profit or loss of $876,466.
Digital currency risks
Price risk related to digital currencies - intangible assets
Digital asset prices are volatile and affected by various factors including global supply and demand, interest rates, exchanges rates, inflation or deflation and the political and economic conditions. Supply and demand for
such assets rapidly change from time to time affecting by regulations and general economic trends. A decline in the market prices of digital assets could impact the Company's future operations. The management of the Company constantly monitors the exposure in response to the market conditions.
Digital assets that the Company deals within its operating and investing activities are various digital currencies which can be traded in a number of public exchanges or through over-the-counter market. The Company's exposure to price risk arises from digital currencies - intangible assets which are measured at revalued amounts.
At August 31, 2025, if the prices of digital currencies - intangible assets held by the Company had decreased by 15% (being a reasonably expected change determined based on average monthly price movements) in the principal markets with other variables held constant, the impact on revaluation surplus arising from changes in fair value of digital currencies - intangible assets would have been $8.8 million (August 31, 2025 - $10.5 million) lower. This decrease shall be recognized in income or loss. However, the decrease shall be recognized in revaluation surplus to the extent of any credit balance in the revaluation surplus in respect of that asset. Conversely, if the prices of digital currencies - intangible assets had been 15% higher and all other variables were held constant, other comprehensive income would increase by $8.8 million (August 31, 2025 - $10.5 million). This increase shall be recognized in other comprehensive income and accumulated in equity.
Loss of access risk
The loss of access to the private keys associated with the Company's digital asset holdings may be irreversible and could adversely affect the future operation. Digital assets are controllable only by an individual that possesses both the unique public key and private key or keys relating to the "digital wallet" in which the digital asset is held. To the extent a private key is lost, destroyed or otherwise compromised and no backup is accessible the Company may be unable to access the digital assets. It is the policy of the Company to conduct due diligence surrounding private key management performed by custodians as part of the onboarding process in order to mitigate this risk.
Irrevocability of transactions
Digital asset transactions are irrevocable and if stolen or incorrectly transferred digital assets may be irretrievable. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer or theft generally will not be reversible, and the Company may not be capable of seeking compensation. The Company seeks to mitigate risk by establishing policies and procedures to require a careful review of each transaction before execution.
Hard fork and air drop risks
When a proposed modification to the digital currency network is not accepted by the vast majority of miners and users but is nonetheless accepted by a substantial population of participants in the network, a "fork" in the blockchain occurs, resulting in two separate digital currency networks. A "hard fork" is a software upgrade that introduces a new rule to the network that is not compatible with the older software, while a "soft fork" is any change that is backward compatible. Holders of digital currency on the original digital currency network, at the time the block is mined and the fork occurs, can then also typically receive an identical amount of new tokens on the new network. Hard forks could affect the value and harm the sustainability of the affected digital currencies.
Air drops occur when the promoters of a new digital asset send amounts of the new digital asset to holders of another digital asset that they will be able to claim a certain amount of the new digital asset for free. The Company may not be able to realize the economic benefit of a hard fork or air drop, either immediately or ever, for various reasons. For instance, the Company may not have any systems in place to monitor or participate in hard forks or airdrops. Therefore, the Company may not receive any new digital assets created as a result of a hard fork or airdrop, thus losing any potential value from such digital assets.
For the three months years ended November 30 and August 31, 2025, there was no loss relating to a hard fork or airdrop.
Regulatory oversight risk
Regulatory changes or actions may restrict the use of digital assets or the operation of digital asset networks or exchanges in a manner that adversely affects investments held by the Company. The Company consistently engages with external legal counsels or regulatory advisors to understand any updates on the regulatory landscape which might have impacts on its businesses.
Cybersecurity risk
While the Company's security technology is designed to prevent, detect, and mitigate inappropriate access to its systems, it is possible that hackers, employees or service providers acting contrary to its policies, or others could circumvent these safeguards to improperly access its systems or documents, or the systems or documents of its business partners, agents, or service providers, and improperly access, obtain, misuse its digital currencies held in hot wallets.
Staking risk
Digital currency prices are volatile and can drop quickly. If any of the Company's staked assets suffer a large price drop, that could outweigh any staking income earned on them. Staking can require the Company to lock up its digital currencies for a minimum amount of time. Staking also exposes the Company to slashing. Slashing is a penalty enforced at the protocol level associated with a malicious attack against the network by a validator.
Smart contract risk
DeFi, in several ways, substitutes custodial risk prevalent with centralized finance platforms with smart contract risk, allowing hackers and attackers to seize funds and tokens escrowed in smart contracts. Smart contracts are constantly exploited across the blockchain ecosystem, with hackers taking advantage of flaws in the code. DeFi smart contracts are managed using admin keys. These allow the key holder to make significant changes to the code, such as protocol upgrades. One way cyberattacks occur is when hackers gain control of private or admin keys, allowing them to deplete all or some of the liquidity within pools of certain projects, among others.
Reliance on Centralized Exchanges (CEXs)
The Company exchanges fiat and other forms of capital into digital assets that can then be used across various protocols and applications. The Company is reliant on these CEXs for the exchange of fiat/digital assets. Any change to the CEXs business models, practices, ability to custody assets, ability to send or receive payments, solvency, swap or exchange assets, or be subject to security breaches or hacks could have a meaningful impact on the Company's operations and potential loss of some or all of its assets.
Digital Currencies and Staked Digital Currencies - Intangible Assets Holdings:
Digital currencies and staked 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 and staked digital currencies - intangible assets balances is as follows:
Holdings, November 30, 2025 | Fair Value, November 30, 2025 | Holdings, August 31, 2025 | Fair Value, August 31, 2025 | |
Bitcoin(1) | 415 | $ 52,379,968 | 407 | $ 60,599,003 |
Solana(2)(3)22,831 4,260,443 20,841 5,747,073
ATOM(2) | 229,322 | 761,033 | 220,706 | 1,354,511 |
Ethereum(2) | 143 | 598,415 | 142 | 855,714 |
Sonic(2) | 1,682,734 | 246,520 | 1,676,892 | 715,281 |
Dogecoin | 989,977 | 202,048 | 989,977 | 290,723 |
Polkadot(2) | 56,675 | 175,087 | 55,169 | 283,770 |
Dash(1) | 2,332 | 174,101 | 2,298 | 74,630 |
The Graph(2) | 1,457,373 | 100,499 | 1,421,232 | 172,905 |
Ocean | 55,452 | 17,518 | 55,452 | 20,856 |
LIF3 | 2,000,338 | 14,398 | 2,000,338 | 56,132 |
Juno(2) | 66,246 | 4,547 | 66,246 | 6,327 |
Neo | 42 | 250 | 42 | 386 |
OMG Network | 77 | 10 | 77 | 19 |
Balance | $ 58,934,837 | $ 70,177,330 |
171 (August 31, 2025 - 107) Bitcoin valued at $21,606,507 (August 31, 2025 - $15,931,878) pledged as collateral and deposited with a Swiss bank in regulated custody against a credit facility with the bank.
Digital currencies used for staking, of which 94% (August 31, 2025 - $91%) based on fair value are staked and subject to potential slashing.
Solana holdings do not include Solana held within the Company's investment in an investment fund.
A summary of staked digital currencies - intangible assets balances is as follows:
Staked Holdings, | Fair Value, | Staked Holdings, | Fair Value, | |
November 30, 2025 | November 30, 2025 | August 31, 2025 | August 31, 2025 | |
Solana(1) | 22,831 | $ 4,260,491 | 20,840 | $ 5,746,797 |
ATOM | 175,000 | 580,762 | 175,000 | 1,074,005 |
Ethereum | 138 | 577,491 | 138 | 831,609 |
Polkadot | 56,675 | 175,087 | 55,169 | 283,770 |
Dash | 2,000 | 149,315 | 2,000 | 64,952 |
The Graph | 1,457,373 | 100,499 | 1,421,227 | 172,904 |
Sonic | 525,138 | 76,933 | 519,132 | 221,437 |
Juno | 49,990 | 3,431 | 49,990 | 4,774 |
Balance | $ 5,924,009 | $ 8,400,248 |
Solana holdings do not include Solana held within the Company's investment in an investment fund.
Correction of an Error:
Subsequent to the issuance of the consolidated financial statements for the year ended August 31, 2024 and the condensed consolidated interim financial statements for the three months ended November 30, 2024, errors were discovered with respect to the remeasurement of fair value less an applicable DLOM of the Company's investment in a private investment fund designed to acquire Solana tokens from a bankrupt estate that is included in the Company's investments in equity instruments at FVTPL. Accordingly, the consolidated financial statements for the year ended August 31, 2024 and the condensed consolidated interim financial statements for the three months ended November 30, 2024, have been restated to reflect adjustments made as a result of this correction of error.
The following is a summary of the impacts to the consolidated statement of financial position as at August 31, 2024 and the condensed consolidated interim statement of income and comprehensive income and the consolidated statement of cash flows for the three months ended November 30, 2024:
August 31, 2024 As previously reported | Adjustments | August 31, 2024 As restated |
Consolidated Statement of Financial Position | ||
Investments in equity instruments at FVTPL - current 6,121,947 | (396,083) | 5,725,864 |
Investments in equity instruments at FVTPL 2,503,753 | (475,712) | 2,028,041 |
Deficit (50,636,484) | (871,795) | (51,508,279) |
Three months ended November 30, 2024 | Three months ended | |
As previously reported | Adjustments | November 30, 2024 As restated |
Consolidated Statement of Income and Comprehensive Income | ||
Unrealized gain on investments in equity instruments 3,700,845 | (672,929) | 3,027,916 |
at FVTPL | ||
Net income 4,688,980 | (672,929) | 4,016,051 |
Comprehensive income 26,675,813 | (672,929) | 26,002,884 |
Income per common share (basic and diluted) 0.04 | (0.01) | 0.03 |
Three months ended November 30, 2024 | Three months ended | |
As previously reported | Adjustments | November 30, 2024 As restated |
Consolidated Statement of Cash Flows | ||
Unrealized gain on investments in equity instruments (3,700,845) | 672,929 | (3,027,916) |
at FVTPL
