Qyou Media, Inc.TSXV: QYOU

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025 and 2024

· Issued by Qyou Media, Inc.
QYOU Media Inc. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2025 and 2024 [unaudited] [expressed in Canadian dollars]

NOTICE OF NO AUDITOR REVIEW OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Under Part 4, subsection 4.3(3)(a) of National Instrument 51-102 - Continuous Disclosure Obligations, if an auditor has not performed a review of the condensed consolidated interim financial statements, they must be accompanied by a notice indicating that the condensed consolidated interim financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed consolidated interim financial statements of QYOU Media Inc. [the "Company"] have been prepared by and are the responsibility of the Company's management.

The Company's independent auditor has not performed a review of these condensed consolidated interim financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity's auditor.

Condensed consolidated interim statements of financial position

[unaudited] [expressed in Canadian dollars]

As at

September 30, 2025

$

December 31, 2024

$

Assets

Current assets

Cash

4,130,530

946,784

Trade receivables [note 18]

6,910,952

6,716,131

Other receivables

1,647,069

2,084,873

Prepaid expenses

2,356,467

1,233,803

15,045,018

10,981,591

Non-current assets

Property and equipment [note 4]

80,234

113,825

Capitalized programming asset, net [note 5]

-

335,932

Right-of-use assets, net [note 7]

41,596

89,131

Security deposit

81,264

84,882

Intangible assets, net [note 6]

665,183

729,643

15,913,295

12,335,004

Liabilities

Current liabilities

Trade and other payables

10,730,928

10,647,230

Advanced proceeds from subsidiary IPO [note 20]

2,275,080

-

Contingent consideration [note 10]

198,142

714,461

Deferred revenue

745,836

103,370

Lease liabilities [note 8]

52,732

67,866

Borrowings [note 9]

1,020,072

1,959,042

15,022,790

13,491,969

Non-current liabilities

Lease liabilities [note 8]

-

38,535

Borrowings [note 9]

47,915

53,298

15,070,705

13,583,802

Shareholders' equity (deficiency)

Share capital [note 11]

57,650,554

55,095,379

Warrants [note 11]

4,847,300

4,432,938

Share-based payment reserve [note 11]

12,067,227

12,850,195

Foreign exchange translation reserve

82,222

121,817

Accumulated deficit

(73,915,118)

(72,731,028)

Deficiency attributable to shareholders' of the Company

732,185

(230,699)

Non-controlling interests [note 13]

110,405

(1,018,099)

842,590

(1,248,798)

15,913,295

12,335,004

Going concern [Note 1]

Contingencies [Note 16]

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

On behalf of the Board:

"Signed" "Signed"

Condensed consolidated interim statements of financial position

[unaudited] [expressed in Canadian dollars]

For the three and nine months months ended September 30,

2025

2024

2025

2024

$

$

$

$

REVENUE [note 15]

9,615,540

6,687,820

21,055,596

20,014,434

OPERATING EXPENSES

Content and productions costs

4,699,697

3,447,878

10,483,432

9,719,411

Sales and marketing

649,275

451,612

1,138,515

2,051,494

Legal and consulting

164,619

207,685

311,576

518,102

Salaries and benefits

2,234,411

982,794

6,723,019

4,406,251

Share-based compensation [note 12]

42,218

290,206

350,504

724,655

General and administrative

424,579

131,884

1,110,407

1,031,374

Depreciation and amortization

21,720

9,327

58,656

175,262

Foreign exchange loss

(5,173)

(48,736)

6,524

19,467

Interest and other expense

103,196

49,661

139,156

148,667

Total operating expenses

8,334,542

5,522,311

20,321,789

18,794,683

Income before income taxes

1,280,998

1,165,509

733,807

1,219,751

Income tax expense

538,996

162,312

703,964

150,528

NET INCOME FROM CONTINUING OPERATIONS

742,002

1,003,197

29,843

1,069,223

Other comprehensive income (loss)

Item that may be reclassified subsequently to income:

Exchange gain (loss) on translation of foreign operations

390,073

3,465

(39,595)

102,207

Total other comprehensive income (loss)

390,073

3,465

(39,595)

102,207

Net loss from discontinued operations [note 14]

(3,689)

(1,826,306)

(1,384,368)

(3,794,518)

Gain from sale of business [note 14]

-

-

217,029

-

COMPREHENSIVE INCOME (LOSS)

1,128,386

(819,644)

(1,177,091)

(2,623,088)

Net loss attributable to:

Equity owners of the Company

490,063

(270,291)

(1,184,090)

(1,403,242)

Non-controliling interests [note 13]

248,250

(552,818)

46,594

(1,322,053)

738,313

(823,109)

(1,137,496)

(2,725,295)

Net gain (loss) per share - basic and diluted

Continuing operations

0.02

0.02

0.00

0.03

Discontinued operations

0.00

(0.04)

(0.03)

(0.09)

Weighted average number of shares outstanding

- basic and diluted

45,079,298

43,490,042

47,961,477

43,051,212

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

QYOU Media Inc.

Condensed consolidated interim statements of changes in shareholders' equity

For the three months ended March 31, 2025 and 2024 [unaudited] [expressed in Canadian dollars]

Common shares #

Share capital

$

Warrants

$

Share-based payment reserve

$

Non-controlling interests

$

Foreign exchange translation reserve

$

Accumulated deficit

$

Total

$

Balance, December 31, 2023

40,759,025

52,310,553

4,464,929

12,507,047

(919,269)

(34,310)

(66,444,074)

1,884,876

Issuance of common shares and warrants, net of issuance costs

[note 11]

2,191,631

1,198,432

392,058

41,026

-

-

-

1,631,516

Share-based compensation [note 12]

-

-

-

2,285,234

-

-

-

2,285,234

Restricted share units redeemed [note 12]

463,888

1,586,394

-

(1,586,394)

-

-

-

-

Compensation options and warrants expired [note 12]

-

-

(424,049)

424,049

-

-

-

-

Divesture of Chatterbox Shares [note 13]

-

-

-

(820,767)

1,568,037

-

-

747,270

Comprehensive loss

-

-

-

-

(1,666,867)

156,127

(6,286,954)

(7,797,694)

Balance, December 31 2024

43,414,544

55,095,379

4,432,938

12,850,195

(1,018,099.00)

121,817

(72,731,028)

(1,248,798)

Issuance of common shares and warrants, net of issuance costs

[note 11]

7,165,556

1,691,309

414,362

51,681

-

-

-

2,157,352

Share-based compensation [note 12]

-

-

-

350,504

-

-

-

350,504

Restricted share units redeemed [note 12]

1,323,610

863,866

-

(863,866)

-

-

-

-

Divesture of Chatterbox Shares [note 13]

-

-

-

(321,287)

1,081,910

-

-

760,623

Comprehensive loss

-

-

-

-

46,594

(39,595)

(1,184,090)

(1,177,091)

Balance, September 30, 2025

51,903,710

57,650,554

4,847,300

12,067,227

110,405

82,222

(73,915,118)

842,590

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

- 3 -

Condensed consolidated interim statements of cash flows

[unaudited] [expressed in Canadian dollars]

For the nine months ended September 30,

2025

$

2024

$

Operating activities

Net income from continuing operations

29,843

1,069,223

Adjustments to reconcile net loss to net cash used in operating activities:

Unrealized foreign exchange gain (loss)

7,670

(313,353)

Depreciation and amortization

58,656

175,262

Share-based compensation

350,504

724,655

Income tax expense

703,964

150,528

Interest expense

139,156

148,667

Accrued and accretion interest from borrowings [note 9]

9,025

-

1,298,818

1,954,982

Changes in non-cash working capital items

Trade receivables

(194,821)

(3,010,274)

Other receivables

(74,489)

845,061

Prepaid expenses

(1,122,664)

(140,502)

Security deposit

3,618

(2,601)

Trade and other payables

83,698

1,672,887

Deferred revenue

642,466

73,140

Cash provided by (used in) operating activities

636,626

1,392,693

Investing activities

Capitalized programming asset [note 5]

(69,825)

(219,682)

Purchase of property and equipment [note 4]

(2,150)

(33,520)

Capitalized intangible asset [note 6]

-

(742,634)

Contingent consideration payment [note 10]

(516,319)

(241,346)

Gross proceeds from sale of subsidiary shares

760,623

-

Gross proceeds from sale of business [note 14]

512,293

-

Cash provided by (used in) investing activities

684,622

(1,237,182)

Financing activities

Advanced proceeds from subsidiary IPO [note 20]

2,275,080

-

Repayment of lease obligation [note 8]

(55,299)

(180,714)

Proceeds from borrowings [note 9]

721,964

933,027

Repayment of borrowings [note 9]

(1,653,271)

(1,558)

Interest payments from borrowings [note 9]

(424,808)

-

Proceeds from Revolving credit facility

-

5,002,203

Repayment of Revolving credit facility

-

(4,913,726)

Issuance of shares and warrants, net of issuance costs [note 11]

2,157,352

1,700,761

Cash provided by financing activities

3,021,018

2,539,993

Cash from continuing operations

4,342,266

2,695,504

Cash used in discontinued operations

(1,183,225)

(2,558,330)

Effect of foreign exchange on cash

24,705

480

Cash, beginning of year

946,784

736,713

Cash, end of year

4,130,530

874,367

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

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

[unaudited] [expressed in Canadian dollars, unless otherwise noted]

  1. BUSINESS AND ORGANIZATION

    QYOU Media Inc. ("QYOU" or the "Company") was incorporated pursuant to the Business Corporations Act (Alberta) on July 30, 1993 under the name "575161 Alberta Inc.". The registered and head office of the Company is 154 University Avenue, Suite 601, Toronto, ON M5H 3Y9. The Company is a global media company that, through its subsidiaries, curate, produce and distributes content created by social media stars and digital content creators.

    The Company has the following subsidiaries:

    Ownership percentage

    Ownership percentage

    Entity name

    Country

    September 30, 2025

    December 31, 2024

    %

    %

    QYOU Media Inc.

    Canada

    100

    100

    QYOU Productions Inc.

    Canada

    100

    100

    QYOU Limited

    Ireland

    100

    100

    QYOUTV International Limited

    Ireland

    100

    100

    QYOU USA Inc.

    USA

    100

    100

    QYOU Media India Private Ltd.

    India

    88

    88

    Chatterbox Technologies Ltd.

    India

    68

    81

    Maxamtech Digital Ventures Private Limited

    India

    51

    51

    During the nine months ended September 30, 2025, the Company sold the channel business of QYOU Media India Private Ltd. ("QYOU India") including the brand associated with its main QYOU India channel. The Company retained ownership of the QYOU India legal entity and its digital channels.

    As QYOU India's channel business and the Maxamtech subsidiary represented separate major lines of business, the results of the discontinued operations have been presented separately from continuing operations in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. See Note 14 for additional information.

    2025 Reverse Stock Split (applied retrospectively)

    On November 24, 2025, QYOU Media Inc. effected a twelve-for-one (12-for-1) reverse stock split of its common shares (the "2025 Reverse Split"). Accordingly, all shareholders of record at the opening of business on November 24, 2025, received one used and outstanding common share of QYOU Media Inc. in exchange for twelve outstanding common shares. No fractional shares were issued in connection with the 2025 Reverse Split. Any fractional shares resulting from the 2025 Reverse Split were rounded to the nearest whole number of common shares, with any fractional interest of 0.5 or greater rounded up to one whole common share.

    Effective on the date of the 2025 Reverse Split, the exercise price and number of common shares issuable upon the exercise of outstanding stock options, warrants, and other convertible securities were proportionately adjusted to reflect the reverse split. All information with respect to outstanding common shares and other securities of QYOU Media Inc., including earnings (loss) per share, in the current and comparative periods presented herein gives effect to the 2025 Reverse Split.

    Going Concern Uncertainty

    These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

    The application of the going concern assumption is dependent on the Company's ability to generate future profitable operations or obtain necessary financing. During the period, the Company completed a non-brokered private placement. Subsequent to the period, Chatterbox completed its initial public offering on October 3, 2025 to obtain additional funding. In addition, the Company completed the sale of the Channel business of QYOU India. See Note 14 for additional information

    NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

    [unaudited] [expressed in Canadian dollars, unless otherwise noted]

    The Company has achieved profitable operations, reporting net income from continuing operations of $742,002 for the three months ended September 30, 2025 and $29,843 year-to-date. As at September 30, 2025, the Company had an accumulated deficit of $73,915,118 (December 31, 2024 - deficit of $72,731,028). For the nine months ended September 30, 2025, the Company had a positive working capital of $22,228 (December 31, 2024 - deficit of

    $2,510,378). Despite recent profitability, the Company's ability to sustain positive cash flows from operations and continued profitability in future periods remains uncertain, which may cast significant doubt upon the Company's ability to continue as a going concern.

  2. BASIS OF PRESENTATION
    1. Statement of Compliance

      These unaudited condensed consolidated interim financial statements ("financial statements") have been prepared by management using the same accounting policies and methods as those used in the Company's audited consolidated financial statements for the years ended December 31, 2024 and 2023. These financial statements have been prepared in compliance with IAS 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB"). Accordingly, certain disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") have been omitted or condensed. These financial statements should be read in conjunction with the Company's audited consolidated financial statements for the years ended December 31, 2024 and 2023.

      The timely preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingencies, if any, as at the date of the financial statements, and the reported amounts of revenue and expenses during the nine months ended September 30, 2025. By their nature, estimates are subject to measurement uncertainty and changes in such estimates in future periods could require a material change in the financial statements.

      These financial statements were approved and authorized for issuance by the Board of Directors of the Company on November 24, 2025.

    2. Functional Currency and Presentation currency

      These financial statements are presented in Canadian dollars, which is the functional currency of QYOU Media Inc. The functional currencies of the Company's subsidiaries are as follows:

      Name of Subsidiary

      Jurisdiction of incorporation

      Functional currency

      QYOU Media Inc.

      Canada

      Canadian dollar

      QYOU Productions Inc.

      Canada

      Canadian dollar

      QYOU Limited

      Ireland

      Euro

      QYOUTV International Limited

      Ireland

      Euro

      QYOU USA Inc.

      USA

      US dollar

      QYOU Media India Private Ltd.

      India

      Indian rupee

      Chatterbox Technologies Ltd.

      India

      Indian rupee

      Maxamtech Digital Ventures Private Limited

      India

      Indian rupee

    3. Basis of Consolidation

      The interim financial statements incorporate the financial information of the Company and the subsidiaries over which the Company has control. An entity is controlled when the Company has the ability to direct the relevant activities of the entity, has exposure or rights to variable returns from its involvement with the entity and is able to use its power over the entity to affect its returns from the entity.

      The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control as prescribed by IFRS 10 - Consolidated Financial Statements. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the period are included in the unaudited consolidated interim statements of operations and comprehensive

      NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

      [unaudited] [expressed in Canadian dollars, unless otherwise noted]

      income from the date the Company gains control until the date when the Company ceases to control the subsidiary. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Company's accounting policies.

      All intercompany assets and liabilities, equity, income, expenses and cash flows are eliminated in full on consolidation.

      [d] Use of Estimates and Judgments

      The preparation of these financial statements in conformity with IFRS requires management to make estimates and judgments that affect the application of accounting policies and the reported amounts of assets and liabilities, consistent with those disclosed in the audited consolidated financial statements for the years ended December 31, 2024 and 2023 and described in these financial statements. Actual results could differ materially from the amounts included in the financial statements.

      Estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future. 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 future periods if the revision affects both current and future periods.

  3. SUMMARY OF MATERIAL ACCOUNTING POLICIES

    The material accounting policies used in preparing these financial statements are unchanged from those disclosed in the Company's audited consolidated financial statements for the years ended December 31, 2024 and 2023, and have been applied consistently to all periods presented in these financial statements.

    NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

    [unaudited] [expressed in Canadian dollars, unless otherwise noted]

  4. PROPERTY AND EQUIPMENT

    The Company's property and equipment are as follows:

    Computer hardware and equipment

    Furniture and

    fixtures

    Total

    Cost

    $

    $

    $

    As at December 31, 2023

    407,529

    379,834

    787,363

    Additions

    16,873

    42,540

    59,413

    Foreign exchange

    26,527

    10,061

    36,588

    As at December 31, 2024

    450,929

    432,435

    883,364

    Additions

    1,215

    935

    2,150

    Disposed on sale of business [note 14]

    (23,879)

    -

    (23,879)

    Foreign exchange

    (10,003)

    (11,764)

    (21,767)

    As at September 30, 2025

    418,262

    421,606

    839,868

    Accumulated depreciation

    Computer hardware and equipment

    $

    Furniture and

    fixtures

    $

    Total

    $

    As at December 31, 2023

    322,383

    302,853

    625,236

    Depreciation

    65,598

    51,601

    117,199

    Foreign exchange

    21,414

    5,690

    27,104

    As at December 31, 2024

    409,395

    360,144

    769,539

    Depreciation

    10,107

    8,249

    18,356

    Disposed on sale of business [note 14]

    (5,370)

    -

    (5,370)

    Foreign exchange

    (9,503)

    (13,388)

    (22,891)

    As at September 30, 2025

    404,629

    355,005

    759,634

    Net book value

    Computer hardware and equipment

    $

    Furniture and

    fixtures

    $

    Total

    $

    As at December 31, 2024

    41,534

    72,291

    113,825

    As at September 30, 2025

    13,633

    66,601

    80,234

    NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

    [unaudited] [expressed in Canadian dollars, unless otherwise noted]

  5. CAPITALIZED PROGRAMMING ASSET

    The Company's capitalized programming asset are as follows:

    Cost

    $

    As at December 31, 2023

    3,118,863

    Additions

    Original programming asset

    -

    Licensed content asset

    364,031

    Effects of foreign exchange

    254,738

    As at December 31, 2024

    3,737,632

    Additions

    Original programming asset

    62,986

    Licensed content asset

    6,839

    Disposed on sale of business [note 14]

    (3,807,457)

    Effects of foreign exchange

    -

    As at September 30, 2025

    -

    Accumulated amortization

    $

    As at December 31, 2023

    Amortization

    1,794,106

    Original programming asset

    611,249

    Licensed content asset

    819,489

    Effects of foreign exchange

    176,856

    As at December 31, 2024

    Amortization

    3,401,700

    Original programming asset

    87,349

    Licensed content asset

    149,744

    Disposed on sale of business [note 14]

    (3,638,793)

    Effects of foreign exchange

    -

    As at September 30, 2025

    -

    Net book value

    $

    As at December 31, 2024

    335,932

    As at September 30, 2025

    -

    NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

    [unaudited] [expressed in Canadian dollars, unless otherwise noted]

  6. INTANGIBLE ASSETS

    A summary of the Company's intangible assets are as follows:

    Brand Chatterbox

    $

    Customer relationships

    $

    Platform

    $

    Total

    $

    As at December 31, 2023

    594,024

    286,025

    389,633

    1,269,682

    Additions

    -

    -

    761,888

    761,888

    Effects of foreign exchange

    19,156

    9,224

    55,303

    83,683

    As at December 31, 2024

    613,180

    295,249

    1,206,824

    2,115,253

    Effects of foreign exchange

    (27,836)

    (13,403)

    (54,232)

    (95,471)

    As at September 30, 2025

    585,344

    281,846

    1,152,592

    2,019,782

    Brand Chatterbox

    Customer relationships

    Platform

    Total

    Accumulated amortization

    $

    $

    $

    $

    As at December 31, 2023

    -

    121,538

    25,987

    147,525

    Amortization

    -

    49,320

    235,503

    284,823

    Impairment of intangible asset

    -

    -

    976,768

    976,768

    Effects of foreign exchange

    -

    7,928

    (31,434)

    (23,506)

    As at December 31, 2024

    -

    178,786

    1,206,824

    1,385,610

    Amortization

    -

    35,118

    -

    35,118

    Effects of foreign exchange

    -

    (11,897)

    (54,232)

    (66,129)

    As at September 30, 2025

    -

    202,007

    1,152,592

    1,354,599

    Brand Chatterbox

    Customer

    Platform

    Total

    relationships

    Net book value

    $

    $

    $

    $

    As at December 31, 2024

    613,180

    116,463

    -

    729,643

    As at September 30, 2025

    585,344

    79,839

    -

    665,183

    NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

    [unaudited] [expressed in Canadian dollars, unless otherwise noted]

  7. RIGHT-OF-USE ASSETS

The Company has one office lease maturing in one year. The Company's right-of-use assets are as follows:

$

Balance - December 31, 2023

278,056

Depreciation

(199,477)

Effects of foreign exchange

10,552

Balance - December 31, 2024

89,131

Depreciation

(42,895)

Effects of foreign exchange

(4,639)

Balance - September 30, 2025

41,596

8. LEASE LIABILITIES

The Company's lease liabilities are as follows:

$

Balance - December 31, 2023

313,306

Add: Interest expense

23,131

Less: Lease payments

(242,081)

Effects of foreign exchange

12,045

Balance - December 31, 2024

106,401

Add: Interest expense

8,283

Less: Lease payments

(55,299)

Effects of foreign exchange

(6,653)

Balance - September 30, 2025

52,732

Current

52,732

Non-current

-

During the nine months ended September 30, 2025, the Company entered into no new lease agreements (2024 - two lease agreements).

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

[unaudited] [expressed in Canadian dollars, unless otherwise noted]

  1. BORROWINGS U.S. Small Business Administration Loan

    On May 20, 2020 ("date of advance"), the Company received a loan for gross proceeds of $206,700 (USD $150,000) from the U.S. Small Business Administration under the Economic Injury Disaster Loan program. The loan bears an annual interest rate of 3.75%. Monthly repayments of $996 (USD $731) commenced 12 months from the date of advance and the loan matures 30 years from the date of advance.

    The benefit of the government loan received at below market rate of interest is treated as a government grant. The loan was recognized at fair value of $58,955 using the Company's incremental borrowing rate of 17%. The difference between the initial carrying amount and proceeds received is the value of the grant of $147,745. The Company recognized in income the value of the grant as it incurred the related expenses for which the grant was intended to compensate. The full value of the grant had been recognized in income during the year ended June 30, 2020 as a deduction of the related operating expenses.

    Maximcash Commercial Loan

    On October 16, 2024 ("date of advance"), the Company received a commercial loan for gross proceeds of $1,279,712 ($970,000 USD) from Maxamcash Solutions. The loan bears an annual interest rate of 48.06%. The term of the loan is 12 months from the closing date. The facility was recognized as a financial liability at amortized cost. In addition, the Company incurred Facility Agreement costs of $40,565 ($30,000 USD) to obtain the facility.

    In April 2025, the Company received a second commercial loan from Maximcash Solutions for gross proceeds of

    $709,740 ($518,824 USD). This loan also bears an annual interest rate of 48.06% and has a term of 12 months. Financing fees of $44,938 ($32,850 USD) were incurred in connection with this facility.

    Shareholder Loans

    Between July 1 and September 23, 2024, the Company received loans for gross proceeds of $903,819 from shareholders. The loans bear a monthly interest rate of 1% of the principal amount in arrears and are due to be repaid in full between December 1, 2024 and March 1, 2025. During the period, the loans were repaid in full.

    The balance outstanding as at September 30, 2025 is as follows:

    U.S. Small Business Administration Loan

    $

    Maximcash Commercial Loan

    $

    Shareholder

    Loans

    $

    Total

    $

    Balance - December 31, 2023

    60,607

    -

    -

    60,607

    Additional borrowings

    -

    1,279,712

    903,819

    2,183,531

    Accrued interest

    12,697

    -

    -

    12,697

    Interest and accretion expense

    -

    142,508

    37,644

    180,152

    Principal repayments

    (20,030)

    (150,849)

    (244,767)

    (415,646)

    Interest repayments

    -

    (149,756)

    (37,644)

    (187,400)

    Effects of foreign exchange

    36,641

    81,130

    60,627

    178,398

    Balance - December 31, 2024

    89,915

    1,202,745

    719,679

    2,012,339

    Additional borrowings

    -

    721,964

    -

    721,964

    Accrued interest

    9,025

    -

    -

    9,025

    Interest and accretion expense

    -

    417,984

    17,226

    435,210

    Principal repayments

    (14,696)

    (933,795)

    (704,780)

    (1,653,271)

    Interest repayments

    -

    (407,582)

    (17,226)

    (424,808)

    Effects of foreign exchange

    8,243

    (25,817)

    (14,899)

    (32,473)

    Balance - September 30, 2025

    92,487

    975,499

    -

    1,067,986

    Current

    44,572

    975,499

    -

    1,020,071

    Non-current

    47,915

    -

    -

    47,915

    NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

    [unaudited] [expressed in Canadian dollars, unless otherwise noted]

  2. CONTINGENT CONSIDERATION

    During the nine months ended September 30, 2025, the Company paid $516,319 of the outstanding final contingent consideration of $714,461 (42,502,158 INR).

    The contingent consideration as at September 30, 2025:

    $

    Balance - December 31, 2023 1,029,912

    Loss on remeasurement of contingent consideration 224,957

    Payment of contingent consideration (540,408)

    Effects of foreign exchange -

    Balance - December 31, 2024 714,461

    Payment of contingent consideration (516,319)

    Effects of foreign exchange -

    Balance - September 30, 2025 198,142

    Current 198,142

    Non-current -

    11. SHARE CAPITAL

    Compensation options amount

    Common shares

    Share capital

    Warrants

    Warrants

    Compensation

    options

    within share-based

    payment reserve

    #

    $

    #

    $

    #

    $

    Balance, December 31, 2023

    40,759,025

    52,310,553

    45,640,000

    4,464,929

    306,489

    383,621

    Issuance of common shares and warrants, net of issuance costs [b]

    2,191,631

    1,198,432

    26,299,571

    392,058

    149,164

    41,026

    RSUs redeemed [a]

    463,888

    1,586,394

    -

    -

    -

    -

    Compensation options and warrants expired

    -

    -

    (15,640,000)

    (424,049)

    (165,192)

    (186,804)

    Balance, December 31, 2024

    43,414,544

    55,095,379

    56,299,571

    4,432,938

    290,461

    237,843

    Issuance of common shares and warrants, net of issuance costs [d] [e]

    7,165,556

    1,691,309

    64,490,001

    414,362

    241,767

    51,681

    RSUs redeemed [c]

    1,323,610

    863,866

    -

    -

    -

    -

    Balance, September 30, 2025

    51,903,710

    57,650,554

    120,789,572

    4,847,300

    532,228

    289,524

    1. During the year ended December 31, 2024, 463,888 restricted share units were redeemed for 463,888 common shares.

    2. On January 26, 2024, the Company completed a non-brokered private placement and issued a total of 2,191,631 units at a price of $0.07 per unit. The total gross proceeds from the issuance was $1,840,970. Each Unit is comprised of one common share of the Company and one common share at a price of $0.10 (a "10 Cent Warrant").

      Each 10 Cent Warrant is exercisable to purchase one common share in the capital of the Company at a price of

      $0.10 until January 26, 2026. The fair value of each 10 Cent Warrant is $0.02 per warrant, calculated using the Black-Scholes options pricing model with a market price per common share of $0.07 on the date of grant, a risk-free interest rate of 4.06%, an expected annualized volatility of 75.71% and expected dividend yield of 0%.

      Total transaction costs consisted of $37,584 in cash and issuance of 159,124 compensation options to the agents in connection with the transaction. Each compensation option is exercisable into one common share until January 26, 2026 at a price of $0.10. Total fair value of the compensation options was determined to be $41,026. The fair value of the compensation options was determined using the Black-Scholes options pricing model with a market price per common share of $0.07 on the date of grant, a risk-free interest rate of 4.06%, an expected annualized volatility of 75.71% and expected dividend yield of 0%.

      NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

      [unaudited] [expressed in Canadian dollars, unless otherwise noted]

    3. During the nine months ended September 30, 2025, 1,323,610 restricted share units were redeemed for 1,323,610 common shares.

    4. On March 19, 2025, the Company completed a non-brokered private placement and issued a total of 5,082,222 units at a price of $0.03 per unit. The total gross proceeds from the issuance was $1,829,600. Each Unit is comprised of one common share of the Company and three-quarters of one common share purchase warrant exercisable at a price of $0.06 (a "6 Cent Warrant").

      Each 6 Cent Warrant is exercisable to purchase three-quarters of one common share in the capital of the Company at a price of $0.06 until March 19, 2027. The fair value of each 6 Cent Warrant is $0.01 per warrant, calculated using the Black-Scholes options pricing model with a market price per common share of $0.03 on the date of grant, a risk-free interest rate of 2.61%, an expected annualized volatility of 102.96% and expected dividend yield of 0%.

      Total transaction costs consisted of $296,702 in cash and issuance of 159,124 compensation options to the agents in connection with the transaction. Each compensation option is exercisable into one common share until March 19, 2027 at a price of $0.06. Total fair value of the compensation options was determined to be $21,929 using the Black-Scholes options pricing model with a market price per common share of $0.03 on the date of grant, a risk-free interest rate of 2.61%, an expected annualized volatility of 102.96% and expected dividend yield of 0%.

    5. On September 12, 2025, the Company completed a non-brokered private placement and issued a total of 2,083,334units at a price of $0.03 per unit. The total gross proceeds from the issuance was $750,000. Each Unit is comprised of one common share of the Company and three-quarters of one common share purchase warrant exercisable at a price of $0.06 (a "6 Cent Warrant").

      Each 6 Cent Warrant is exercisable to purchase three-quarters of one common share in the capital of the Company at a price of $0.06 until September 12, 2027. The fair value of each 6 Cent Warrant is $0.01 per warrant, calculated using the Black-Scholes options pricing model with a market price per common share of $0.03 on the date of grant, a risk-free interest rate of 2.50%, an expected annualized volatility of 108.67% and expected dividend yield of 0%.

      Total transaction costs consisted of $201,132 in cash and issuance of 82,643 compensation options to the agents in connection with the transaction. Each compensation option is exercisable into one unit until September 12, 2027 at a price of $0.06. Total fair value of the compensation options was determined to be $29,751 using the Black-Scholes options pricing model with a market price per common share of $0.03 on the date of grant, a risk-free interest rate of 2.50%, an expected annualized volatility of 108.67% and expected dividend yield of 0%.

      The following is a summary of the Company's warrants outstanding as at September 30, 2025:

      Expiry Date

      Exercise Price

      Number Outstanding

      October 19, 2025

      $

      0.10

      #

      2,500,000

      January 26, 2026

      0.10

      2,191,631

      March 19, 2027

      0.06

      2,858,750

      September 12, 2027

      0.06

      1,171,875

      0.08

      8,722,256

      The following is a summary of the Company's warrants outstanding as at December 31, 2024:

      Expiry Date

      Exercise Price

      Number Outstanding

      October 19, 2025

      $

      0.10

      #

      2,500,000

      Janauary 26 2025

      0.10

      2,191,631

      0.10

      4,691,631

      NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

      [unaudited] [expressed in Canadian dollars, unless otherwise noted]

      The following is a summary of the Company's compensation options outstanding as at September 30, 2025:

      Expiry Date

      Exercise Price

      Number Outstanding

      October 19, 2025

      $

      0.10

      #

      141,297

      January 26, 2026

      0.10

      149,164

      March 19, 2027

      0.06

      159,124

      September 12, 2027*

      0.06

      82,643

      0.08

      532,228

      * The 82,643 compensation options issued on September 12, 2025 are exercisable into units, with each unit consisting of one common share and one 6 Cent Warrant, exercisable at $0.06 until September 12, 2027.

      The following is a summary of the Company's compensation options outstanding as at December 31, 2024:

      Expiry Date

      Exercise Price

      Number Outstanding

      October 19, 2025

      $

      0.10

      #

      141,297

      Janauary 26 2025

      0.10

      149,164

      0.10

      290,461

      12. SHARE-BASED COMPENSATION

      The Company has established a share option plan and restricted share unit ("RSU") plan for directors, officers, employees, and consultants of the Company. The Company's Board of Directors determines, among other things, the eligibility of individuals to participate in these plans and the term, vesting periods, and the exercise price of share options granted to individuals under the share option plan.

      Each share option converts into one common share of the Company on exercise and on receipt of exercise price. Each RSU converts into one common share of the Company on the date of vesting at $nil exercise price. Share options may be exercised at any time from the date of vesting to the date of their expiry.

      1. Share options

        Changes in the number of share options during the period ended September 30, 2025:

        Number of options

        Weighted average

        exercise price

        #

        $

        Outstanding as at December 31, 2023

        3,444,842

        0.18

        Granted

        59,167

        0.04

        Forfeited

        (27,447)

        0.12

        Expired

        (387,152)

        0.07

        Outstanding as at December 31, 2024

        3,089,409

        0.19

        Forfeited

        (10,417)

        0.18

        Expired

        (635,242)

        0.05

        Outstanding as at September 30, 2025

        2,443,750

        0.19

        Excercisble as at September 30, 2025

        2,140,746

        0.24

        NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

        [unaudited] [expressed in Canadian dollars, unless otherwise noted]

        The following table is a summary of the Company's share options outstanding as at September 30, 2025:

        Options outstanding Options exercisable

        Weighted average remaining

        price

        Number outstanding

        contractual life [years]

        Exercise price

        Number exercisable

        $

        #

        #

        $

        #

        0.04

        59,167

        3.84

        0.04

        17,262

        0.13

        686,667

        2.28

        0.13

        457,763

        0.18

        362,500

        0.32

        0.18

        362,500

        0.21

        145,833

        1.52

        0.21

        124,541

        0.28

        285,417

        1.15

        0.28

        274,514

        0.30

        712,500

        0.42

        0.30

        712,500

        0.36

        166,666

        0.70

        0.36

        166,666

        0.37

        25,000

        0.66

        0.37

        25,000

        0.19

        2,443,750

        1.18

        0.24

        2,140,746

        The following table is a summary of the Company's share options outstanding as at December 31, 2024:

        Options outstanding Options exercisable

        Weighted average remaining

        rcise price

        Number outstanding

        contractual life [years]

        Exercise price

        Number exercisable

        $

        #

        #

        $

        #

        0.04

        59,167

        4.84

        0.04

        6,169

        0.05

        635,242

        0.83

        0.05

        635,242

        0.13

        690,833

        3.28

        0.13

        331,014

        0.18

        362,500

        1.32

        0.18

        354,948

        0.21

        152,083

        2.52

        0.21

        101,368

        0.28

        285,417

        2.15

        0.28

        225,288

        0.30

        712,500

        1.42

        0.30

        682,594

        0.36

        166,667

        1.70

        0.36

        145,838

        0.37

        25,000

        1.66

        0.37

        22,396

        0.19

        3,089,409

        1.90

        0.19

        2,504,858

      2. RSUs

Changes in the number of RSUs during the period ended September 30, 2025 were as follows:

Number of RSUs

Number exercisable

#

#

Outstanding as at December 31, 2023

647,222

-

Vested

-

463,889

Granted

1,291,667

-

Redeemed

(463,889)

(463,889)

Outstanding as at December 31, 2024

1,475,000

-

Vested

-

1,323,610

Redeemed

(1,323,610)

(1,323,610)

Outstanding as at September 30, 2025

151,390

-

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

[unaudited] [expressed in Canadian dollars, unless otherwise noted]

During the periods ended September 30, 2025 and December 31, 2024, the Company recognized the share-based compensation expense associated with share options, RSUs issued under the share options and RSU plans and subsidiary shares to the Company Officer as follows:

For the three and nine months ended September 30,

2025

$

2024

$

2025

$

2024

$

Share options

17,966

114,336

79,582

436,196

RSUs

24,252

175,870

211,603

288,459

Subsidiary shares to related party

-

-

59,319

-

Share-based compensation expense

42,218

290,206

350,504

724,655

  1. NON-CONTROLLING INTEREST

    The Company has an 88% (December 31, 2024 - 88%) ownership interest in QYOU India, an 68% (December 31,

    2024 - 81%) ownership interest in Chatterbox and an 51% (December 31, 2024 - 51%) ownership interest in Maxamtech.

    Reconciliation of non-controlling interest is as follows:

    QYOU India

    $

    Maxamtech

    $

    Chatterbox

    $

    Total

    $

    Balance - December 31, 2023

    (755,197)

    (164,072)

    -

    (919,269)

    Share of net loss for the period

    (490,604)

    (1,176,263)

    -

    (1,666,867)

    Divesture of Chatterbox Shares

    -

    -

    1,568,037

    1,568,037

    Balance - December 31, 2024

    (1,245,801)

    (1,340,335)

    1,568,037

    (1,018,099)

    Share of net income (loss) for the period

    (218,733)

    (2,967)

    268,294

    46,594

    Divesture of Chatterbox Shares

    -

    -

    1,081,910

    1,081,910

    Balance - September 30, 2025

    (1,464,534)

    (1,343,302)

    2,918,241

    110,405

    The following is a summary of the stand-alone financial results for QYou India, Maxamtech and Chatterbox:

    As at September 30, 2025 As at December 31, 2024

    QYOU India

    $

    Maxamtech

    $

    Chatterbox

    $

    QYOU India

    $

    Maxamtech

    $

    Chatterbox

    $

    Current assets

    500,383

    142,589

    8,339,819

    2,286,878

    158,813

    4,033,439

    Non-current assets

    20,973

    15,352

    765,931

    548,074

    942,844

    109,355

    Current liabilities

    882,691

    302,969

    3,427,502

    2,096,369

    324,582

    2,279,678

    Non-Current liabilities

    -

    -

    72,552

    -

    -

    41,592

    Revenue (three months ended)

    -

    -

    3,281,672

    1,456,676

    60,809

    -

    Revenue (nine months ended)

    364,094

    -

    7,851,224

    2,864,922

    313,009

    -

    Net profit (loss) (three months ended)

    4,231

    -

    636,382

    (1,560,872)

    (314,393)

    -

    Net profit (loss) (nine months ended)

    (1,376,826)

    (5,994)

    780,354

    (2,299,187)

    (1,006,802)

    -

    NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

    [unaudited] [expressed in Canadian dollars, unless otherwise noted]

  2. DISCONTINUED OPERATIONS
QYOU India Channel Business

On March 31, 2025, the Company sold its QYOU India Channel Business, and the results of operations have been classified separately as discontinued operations.

Net loss from discontinued operations are as follows:

For the three and nine months months ended September 30,

2025

$

2024

$

2025

$

2024

$

REVENUE

-

1,015,302

364,094

3,880,224

OPERATING EXPENSES

Content and productions costs

(52,220)

1,055,887

991,086

3,405,404

Sales and marketing

-

(191,315)

(45,927)

-69,940

Legal and consulting

6,085

17,329

6,713

49,026

Salaries and benefits

-

1,039,547

463,172

1,710,527

General and administrative

41,001

190,799

138,430

317,729

Depreciation and amortization

560

295,096

201,143

988,250

Foreign exchange loss

-

26,438

16,848

9,235

Interest and other expense

343

25,056

(30,545)

18,439

Total operating expenses

(4,231)

2,458,837

1,740,920

6,428,670

Loss before income taxes

4,231

(1,443,535)

(1,376,826)

(2,548,446)

Income tax expense

-

-

-

12,037

NET LOSS FROM DISCONTINUED OPERATIONS

4,231

(1,443,535)

(1,376,826)

(2,560,483)

The effect of the disposal of the Channel Business as at September 30, 2025 is as follows:

$

Sale Consideration

755,981

Trade receivables

(256,429)

Other receivables

(838,157)

Property and equipment

(18,509)

Capitalized programming asset

(307,999)

Less: Assets disposed

(1,421,094)

Trade and other payables

882,142

Liabilities derecognized

882,142

Net assets disposed

(538,952)

Gain from sale of business

217,029

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

[unaudited] [expressed in Canadian dollars, unless otherwise noted]

During the nine months ended September 30, 2025, the Company received $512,293 of the total sale consideration of $755,981. As at September 30, 2025, the remaining balance of $246,688 is outstanding and is included in other receivables.

Net cash flows used in discontinued operations are as follows:

For the nine months ended September 30,

2025

$

2024

$

Cash used in operating activities

(1,177,231)

(1,324,295)

Cash used in investing activities

-

-

Cash from (used in) financing activities

-

-

Cash used in discontinued operations

(1,177,231)

(1,324,295)

Maxamtech

During the year ended December 31, 2024, the Company discontinued the operations of Maxamtech. The subsidiary was not sold nor classified as held for sale. Rather, the operations were formally ceased during the year as part of the Company's strategic realignment. Consequently, information presented for discontinued operations in 2024 includes results from January 1, 2024 to December 31, 2024 only.

Net loss from discontinued operations are as follows:

For the three and nine months months ended September 30,

2025

$

2024

$

2025

$

2024

$

REVENUE

-

15,392

-

328,402

OPERATING EXPENSES

Content and productions costs

-

4,721

-

(104,450)

Sales and marketing

-

45,513

-

948,685

Legal and consulting

-

-

-

3,664

Salaries and benefits

-

172,856

5,363

473,726

General and administrative

-

68,785

631

(10,056)

Depreciation and amortization

-

60,205

-

168,295

Foreign exchange loss

-

70,397

-

70,408

Interest and other expense

-

(34,781)

-

12,165

Total operating expenses

-

387,696

5,994

1,562,437

Loss before income taxes

-

(372,304)

(5,994)

(1,234,035)

Income tax expense

-

-

-

-

NET LOSS FROM DISCONTINUED OPERATIONS

-

(372,304)

(5,994)

(1,234,035)

COMPREHENSIVE LOSS

-

(372,304)

(5,994)

(1,234,035)

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

[unaudited] [expressed in Canadian dollars, unless otherwise noted]

Net cash flows used in discontinued operations are as follows:

For the nine months ended September 30,

2025

$

2024

$

Cash used in operating activities

(5,994)

(1,234,035)

Cash used in investing activities

-

-

Cash from (used in) financing activities

-

-

Cash used in discontinued operations

(5,994)

(1,234,035)

15. SEGMENT INFORMATION

Reportable segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, with appropriate aggregation. The chief operating decision maker is the CEO who is responsible for allocating resources, assessing the performance of the reportable segment and making key strategic decisions. The Company operates in a single segment, being the distribution of curated media content. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements.

The Company operates in three geographical areas, being Canada, United States of America, and India. Revenue and assets by geography are presented below:

As at and for three and nine months ended September, 2025

Canada USA India Total

Revenue (three months ending September 30, 2025)

201,782

6,132,086

3,281,672

9,615,540

Revenue (nine months ending September 30, 2025)

201,782

13,002,590

7,851,224

21,055,596

Current assets

349,029

5,713,198

8,982,791

15,045,018

Non-current assets

41,600

24,421

802,256

868,277

As at and for three and nine months ended September 30, 2024

Canada USA India Total

Revenue (three months ending September 30, 2024)

7,605

4,042,816

2,637,399

6,687,820

Revenue (nine months ending September 30, 2024)

94,712

13,467,632

6,452,090

20,014,434

Current assets

149,438

4,383,185

5,368,442

9,901,065

Non-current assets

2,353,795

25,664

645,871

3,025,330

As at September 30, 2025, one customer (September 30, 2024 - one customer) represented 10% or more of total revenue. As at September 30, 2025, one customer generated $4,246,533 or 20% of total revenue (September 30, 2024 - two customers generated $6,415,598 or 26%) and had outstanding $1,472,629 or 21% of total account receivables (September 30, 2024 - two customers had outstanding $2,151,779 or 33%).

  1. CONTINGENCIES

    In the ordinary course of business, from time to time the Company is involved in various claims related to operations, rights, commercial, employment or other claims. Although such matters cannot be predicted with certainty, management does not consider the Company's exposure to these claims to be material to these financial statements.

    NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

    [unaudited] [expressed in Canadian dollars, unless otherwise noted]

  2. RELATED PARTY TRANSACTIONS

    Key management personnel and directors include the Company's CEO, CFO, executives and members of the Board of Directors. The compensation paid or payable to key management and directors comprised of the following:

    For the nine months ended September 30,

    2025

    $

    2024

    $

    Salaries, benefits, commissions and consulting fees

    2,534,107

    2,141,729

    Share-based payments

    167,583

    297,430

    2,701,690

    2,439,159

    Included in trade and other payables is $315,963 (September 30, 2024 - $220,020) owing to executives for bonuses, expense reimbursement and sales commissions. The amounts owing to the executives are unsecured, non-interest bearing and due on demand.

  3. FINANCIAL INSTRUMENTS Credit risk

    Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from deposits with banks and outstanding receivables. The Company trades only with recognized, creditworthy third parties. The Company performs credit checks for all significant customers who wish to trade on credit terms. As at September 30, 2025, one customer represented 21% (December 31, 2024 - 2 customers represented 31%) of the outstanding trade receivable balance. As at September 30, 2025, the Company recorded a provision of $104,752 for expected credit loss (December 31, 2024 - $251,619).

    The Company does not hold any collateral as security but mitigates this risk by dealing only with what management

    believes to be financially sound counterparties non-performance.

    and,

    accordingly, does not anticipate

    significant loss for

    The aging of trade receivables is as follows:

    September 30, 2025

    December 31, 2024

    $

    $

    Current

    3,482,184

    2,670,017

    31 to 60 days

    1,360,234

    1,750,204

    61 to 90 days

    1,166,081

    1,370,425

    > 90 days

    1,007,205

    1,177,104

    7,015,704

    6,967,750

    Less: credit loss impairment

    104,752

    251,619

    Total trade receivables

    6,910,952

    6,716,131

    The movement in the allowance of impairment of trade receivables during the period is as follows:

    $

    As at December 31, 2023

    116,143

    Net remeasurement of loss allowance

    135,476

    As at December 31, 2024

    251,619

    Net remeasurement of loss allowance

    (146,867)

    As at September 30, 2025

    104,752

    NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

    [unaudited] [expressed in Canadian dollars, unless otherwise noted]

    Liquidity risk

    Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's exposure to liquidity risk is dependent on the Company's ability to raise additional financing to meet its commitments and sustain operations. The Company mitigates liquidity risk by managing working capital, cash flows and the issuance of share capital.

    The Company is obligated to the following contractual maturities of undiscounted cash flows as of September 30, 2025:

    Carrying amount

    Total contractual cash

    flows

    Year 1

    Year 2 - 4

    Year 5 and beyond

    $

    $

    $

    $

    $

    Trade and other payables

    10,730,928

    10,730,928

    10,730,928

    -

    -

    Lease liabilities

    52,732

    91,724

    72,653

    19,071

    -

    Contingent consideration

    198,142

    198,142

    198,142

    -

    -

    Borrowings

    1,067,987

    1,067,987

    975,499

    47,276

    45,212

    Market risk

    Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: foreign currency risk, interest rate risk and other price risk.

    Foreign currency risk

    Foreign currency risk arises on financial instruments that are denominated in a currency other than the functional currency in which they are measured. The Company's primary exposure with respect to foreign currencies is from USD and Indian Rupee denominated cash and other payables. A 1% change in the foreign exchange rates would change the valuation of foreign currency denominated cash and other payable as at September 30, 2025 by approximately

    $14,500 (December 31, 2024 - approximately $8,000).

    Interest rate risk

    Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to cash flow interest rate risk as at September 30, 2025 (December 31, 2024 - no significant impact with a 1% change).

  4. CAPITAL MANAGEMENT

    The Company defines its capital as shareholders' deficiency. The Company's objectives when managing capital are to build liquidity and shareholders' equity to ensure that strategic objectives are met. The Company makes every attempt to manage its liquidity to minimize shareholder dilution when possible.

    The Company policy on dividends is to retain cash to keep funds available to finance operations and growth. Capital structure is managed within guidelines approved by the Board of Directors. The Company makes adjustments to its capital structure based on changes in economic conditions and planned requirements. The Company has the ability to adjust its capital structure by issuing new equity or debt.

    NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

    [unaudited] [expressed in Canadian dollars, unless otherwise noted]

  5. SUBSEQUENT EVENTS

In October 2025, Chatterbox Technologies Ltd. completed its initial public offering on the BSE Limited SME platform following final approval of the Draft Red Herring Prospectus from the Registrar of Companies and the exchange. The Company received IPO proceeds of $2,275,080 on September 25, 2025, and the listing was completed on October 3, 2025.

The IPO proceeds of $2,275,080 received in advance of the listing did not represent a liability requiring settlement in cash. Subsequent to the period, the balance was reclassified to equity as part of non-controlling interests ("NCI") on completion of the IPO. The Company remains the majority shareholder of Chatterbox and will continue to consolidate Chatterbox in its financial statements.