Financial Statements
Condensed Interim Consolidated Statements of Comprehensive Profit and Loss 2
Condensed Interim Consolidated Statements of Changes in Equity 3
Condensed Interim Consolidated Statements of Cash Flows 4
Condensed Interim Consolidated Statements of Financial Position 5
Notes to Condensed Interim Consolidated Financial Statements 6-33
TENET FINTECH GROUP INC. Condensed Interim Consolidated Statements of Comprehensive Profit and LossFor the three and nine-month periods ended September 30, 2025, and 2024
(In Canadian dollars, except weighted average number of outstanding shares) (Unaudited)
Three-month periods ended Nine-month periods ended
September 30 September 30
Note | 2025 | 2024 | 2025 | 2024 | ||
Revenues | 237,350 | 205,582 | 850,081 | 1,685,160 | ||
Expenses | ||||||
Cost of service | 152,708 | - | 281,019 | 31,546 | ||
Software delivery services | 7,403 | 2,090 | 20,983 | 8,053 | ||
Salaries and fringe benefits | 857,057 | 1,692,683 | 3,652,659 | 5,083,895 | ||
Service fees | 250 | 29,753 | 26,329 | 305,187 | ||
Board remuneration | 37,500 | 37,500 | 112,500 | 112,500 | ||
Consulting fees | 511,532 | 861,039 | 777,348 | 1,744,885 | ||
Outsourced services, software and maintenance | 203,783 | 373,139 | 280,851 | 1,534,508 | ||
Professional fees | 355,525 | 250,952 | 965,686 | 1,118,349 | ||
Marketing, public relations and press releases | 47,000 | 221,762 | 96,542 | 383,485 | ||
Office supplies, software and hardware | 113,698 | 139,694 | 350,741 | 416,301 | ||
Lease expenses | 92,072 | 113,820 | 286,504 | 320,601 | ||
Insurance | 112,611 | 202,500 | 376,957 | 618,145 | ||
Finance costs | 22.4 | 456,172 | 708,891 | 1,393,585 | 1,724,407 | |
Expected credit loss Travel and entertainment Stock exchange and transfer agent costs | 4-5 | 36,138 15,018 92,678 | 18,715,423 17,884 47,054 | 92,990 48,305 120,118 | 26,278,931 64,955 111,242 | |
Translation cost and others | 13,754 | 10,826 | 69,923 | 44,693 | ||
Depreciation of property and equipment | 7 | 20,251 | 33,589 | 72,864 | 103,106 | |
Depreciation of right-of-use assets | 7 | 52,108 | 81,481 | 165,978 | 285,436 | |
Amortization of intangible assets | 10 | 201,288 | 1,499,444 | 682,490 | 5,331,065 | |
Amortization of financing issuance costs | 13 | 16,308 | 36,014 | 50,197 | 97,098 | |
Change in fair value of contingent consideration payable | - | (154,080) | - | (537,144) | ||
Change in fair value of debentures conversion options | - | (2,300) | - | (77,310) | ||
Gain on investment in controlled subsidiary | 3.3 | - | - | (528,020) | - | |
Forgiveness of CEBA loan | 15 | - | - | - | (20,000) | |
Loss on sublease | 9 | - | - | - | 158,203 | |
(Gain) Loss on disposition of property and equipment | 7 | 327 | 2,715 | (68,474) | (10,082) | |
(Gain) Loss on foreign exchange | 421,688 | (24,066) | 323,905 | 1,950 | ||
3,816,869 | 24,897,807 | 9,651,980 | 45,234,005 | |||
Loss before income taxes | (3,579,519) | (24,692,225) | (8,801,899) | (43,548,845) | ||
Income taxes | 5,660 | - | (1,254) | 9,044 | ||
Net loss | (3,585,179) | (24,692,225) | (8,800,645) | (43,557,889) | ||
Net loss attributable to : | ||||||
Non-controlling interest | 25 | (142,510) | (631,971) | (359,631) | (1,633,300) | |
Owners of the parent | (3,442,669) | (24,060,254) | (8,441,014) | (41,924,589) | ||
(3,585,179) | (24,692,225) | (8,800,645) | (43,557,889) | |||
Item that will be reclassified subsequently to profit or loss Currency translation adjustment | 287,186 | 628,754 | (137,721) | 259,004 | ||
Total comprehensive loss | (3,297,993) | (24,063,471) | (8,938,366) | (43,298,885) | ||
Total comprehensive loss attributable to: | ||||||
Non-controlling interest | 25 | (34,316) | (547,625) | (332,205) | (1,691,692) | |
Owners of the parent | (3,263,677) | (23,515,846) | (8,606,161) | (41,607,193) | ||
(3,297,993) | (24,063,471) | (8,938,366) | (43,298,885) | |||
Weighted average number of outstanding shares | 325,140,867 | 173,006,906 | 305,312,410 | 153,831,416 | ||
Basic and diluted loss per share | (0.011) | (0.139) | (0.028) | (0.273) | ||
Going concern uncertainty (note 2) Subsequent events (note 28)
The accompanying notes are an integral part of these condensed interim condensed interim consolidated financial statements.
2
TENET FINTECH GROUP INC.
Condensed Interim Consolidated Statements of Changes in Equity
For the nine-month periods ended September 30, 2025, and 2024
(In Canadian dollars) (Unaudited)
Note | Capital Number of common shares | stock | Amount | Equity to issue | Contributed surplus | Equity component of convertible debentures | Accumulated other comprehensive income (loss) | Deficit | Total attributable to owners of parent | Non controlling interest (note 25) | Shareholders' equity | |
Balance as at January 1, 2025 | 238,066,559 | 228,003,528 | 181,661 | 30,629,280 | 899,351 | (828,085) | (268,313,810) | (9,428,075) | 13,144,317 | 3,716,242 | ||
Issuance of shares and warrants | 19.2-19.4 | 75,074,308 | 2,521,003 | - | 1,277,464 | - | - | - | 3,798,467 | - | 3,798,467 | |
Issuance costs - shares and warrants | 19.2 | - | (344,270) | - | - | - | - | - | (344,270) | - | (344,270) | |
Issuance of broker compensation warrants | 19.2 | - | - | - | 55,970 | - | - | - | 55,970 | - | 55,970 | |
Conversion of debentures | 13-19.2 | 12,000,000 | 2,263,297 | - | - | (220,471) | - | - | 2,042,826 | - | 2,042,826 | |
Share-based compensation | 20 | - | - | - | 258 | - | - | - | 258 | - | 258 | |
Transactions with owners | 325,140,867 | 232,443,558 | 181,661 | 31,962,972 | 678,880 | (828,085) | (268,313,810) | (3,874,824) | 13,144,317 | 9,269,493 | ||
Net loss | - | - | - | - | - | - | (8,441,014) | (8,441,014) | (359,631) | (8,800,645) | ||
Other comprehensive income (loss) | - | - | - | - | - | (165,147) | - | (165,147) | 27,426 | (137,721) | ||
Total comprehensive loss for the period | - | - | - | - | - | (165,147) | (8,441,014) | (8,606,161) | (332,205) | (8,938,366) | ||
Balance as at September 30, 2025 | 325,140,867 | 232,443,558 | 181,661 | 31,962,972 | 678,880 | (993,232) | (276,754,824) | (12,480,985) | 12,812,112 | 331,127 | ||
Capital stock | ||||||||||||||||||||
Equity component | Accumulated other | Total | ||||||||||||||||||
Number of | Equity to | Contributed | of convertible | comprehensive | attributable to | Non controlling | Shareholders' | |||||||||||||
Note | common shares | Amount | issue | surplus | debentures | income (loss) | Deficit | owners of parent | interest (note 25) | equity | ||||||||||
Balance as at January 1, 2024 | 123,761,745 | 217,926,082 | 721,289 | 26,432,640 | 1,112,072 | (1,606,808) | (210,359,682) | 34,225,593 | 13,656,428 | 47,882,021 | ||||||||||
Issuance of shares and warrants | 19.3-19.4 56,075,000 | 2,015,159 | 100,000 | 2,892,341 | - | - - 5,007,500 | - | 5,007,500 | ||||||||||||
Issuance costs - shares and warrants | 19.3 | - | (395,031) | - | - | - | - - (395,031) | - | (395,031) | |||||||||||
Issuance of broker compensation warrants | 19.3 | - | - | - | 156,031 | - | - - 156,031 | - | 156,031 | |||||||||||
Equity component of convertible debentures | 13 | - | - | - | 1,396,505 | 327,577 | - - 1,724,082 | - | 1,724,082 | |||||||||||
Issuance costs - equity component of convertible debentures | 13 | - | - | - | (171,640) | (37,077) | - - (208,717) | - | (208,717) | |||||||||||
Issuance of non-transferable broker warrants | 13 | - | - | - | 135,944 | - | - - 135,944 | - | 135,944 | |||||||||||
Conversion of debentures | 13-19.3 | 26,200,000 | 4,473,601 | - | - | (498,262) | - - 3,975,339 | - | 3,975,339 | |||||||||||
Share-based compensation | 20 | - | - | - | 11,108 | - | - - 11,108 | - | 11,108 | |||||||||||
Subscription for shares by non-controlling interests | - | - | - | - | - | - - - | 750,400 | 750,400 | ||||||||||||
Payment of contingent consideration | 269,814 | 539,628 | (539,628) | - | - | - | - | - | - | - | ||||||||||
Transactions with owners | 206,306,559 | 224,559,439 | 281,661 | 30,852,929 | 904,310 | (1,606,808) | (210,359,682) | 44,631,849 | 14,406,828 | 59,038,677 | ||||||||||
Net loss | - - - - - - | (41,924,589) | (41,924,589) | (1,633,300) | (43,557,889) | |||||
Other comprehensive income (loss) | - - - - - 317,396 | - | 317,396 | (58,392) | 259,004 | |||||
Total comprehensive loss for the period | - | - | - | - | - | 317,396 | (41,924,589) | (41,607,193) | (1,691,692) | (43,298,885) |
Balance as at September 30, 2024 | 206,306,559 | 224,559,439 | 281,661 | 30,852,929 | 904,310 | (1,289,412) | (252,284,271) | 3,024,656 | 12,715,136 | 15,739,792 |
The accompanying notes are an integral part of these condensed interim condensed interim consolidated financial statements.
3
Condensed Interim Consolidated Statements of Cash FlowsFor the three and nine-month periods ended September 30, 2025, and 2024
(In Canadian dollars) (Unaudited)
Three-month periods ended Nine-month periods ended
September 30 September 30
Note | 2025 | 2024 | 2025 | 2024 | |
OPERATING ACTIVITIES | |||||
Net loss | (3,585,179) | (24,692,225) | (8,800,645) | (43,557,889) | |
Non-cash items | |||||
Expected credit loss | 4-5 | 36,138 | 18,715,423 | 92,990 | 26,278,931 |
Depreciation of property and equipment | 7 | 20,251 | 33,589 | 72,864 | 103,106 |
Depreciation of right-of-use assets | 7 | 52,108 | 81,481 | 165,978 | 285,436 |
Amortization of intangible assets | 10 | 201,288 | 1,499,444 | 682,490 | 5,331,065 |
Amortization of financing issuance costs | 13 | 16,308 | 36,014 | 50,197 | 97,098 |
Accretion on debentures and bonds | 13 | 178,854 | 268,439 | 517,024 | 703,686 |
Accretion of lease interest | 12 | 50,492 | 61,811 | 154,616 | 208,438 |
Interest income on deposit | (1,377) | (1,294) | (4,061) | (3,823) | |
Change in fair value of contingent consideration payable | - | (154,080) | - | (537,144) | |
Change in fair value of debentures conversion options | - | (2,300) | - | (77,310) | |
Share-based compensation | 20 | - | 2,733 | 258 | 11,108 |
Forgiveness of CEBA loan | 15 | - | - | - | (20,000) |
Loss on sublease | 9 | - | - | - | 158,203 |
(Gain) Loss on disposition of property and equipment | 7 | 327 | 2,715 | (68,474) | (10,082) |
Gain on investment in controlled subsidiary | 3.3 | - | - | (528,020) | - |
Loans receivable maturing in more than 12 months | 4 | (36,138) | 11,793 | (34,032) | (66,727) |
Deposits made for transactions on platforms, long term | 5.2 | - | (7,856,174) | - | (8,768,663) |
Net changes in working capital items | |||||
Restricted cash | 417 | 13,484 | 417 | - | |
Income tax payable | 46,824 | 36,176 | (118,621) | 8,120 | |
Accounts receivable | 5.1 | (51,938) | (109,680) | 114,385 | (794,394) |
Deposits made for transactions on platforms, short term | 5.2 | - | 7,758,052 | - | 8,450,719 |
Finance lease receivable | 9 | 8,736 | 2,435 | 25,884 | 6,052 |
Prepayments to third party subcontractors | 5.1 | (58,323) | (202,999) | (72,592) | (233,456) |
Other debtors | 5.1 | 28,339 | (16,694) | (169,171) | 151,617 |
Loans receivable maturing in less than 12 months | 4 | (212,406) | (338,881) | 466,884 | (679,180) |
Assets held for sale | - | (2,506) | - | (4,893) | |
Other prepaid expenses | 11,327 | 198,596 | 384,314 | 605,675 | |
Trade accounts payable and accruals | 11 | (2,511,514) | 1,919,476 | (1,472,884) | 7,051,292 |
Interest payable on debentures | 11 | (176,849) | 218,450 | 335,089 | 455,767 |
Advances from third-party customers | 11 | (9,938) | 3,069 | 562 | 4,405 |
Contract liabilities with third-party customers | 11 | 219,749 | 45,331 | 394,519 | 108,972 |
Cash flows from operating activities | (5,772,504) | (2,468,322) | (7,810,029) | (4,733,871) | |
INVESTING ACTIVITIES | |||||
Property and equipment - Disposals | 7 | 39,702 | 1,600 | 118,929 | 35,562 |
Intangible assets - Disposals (additions) | 10 | - | (127,842) | 10,454 | (606,437) |
Cash flows from investing activities | 39,702 | (126,242) | 129,383 | (570,875) | |
FINANCING ACTIVITIES | |||||
Advances received from a company owned by a Director | 11-23 | 239,488 | - | 247,104 | 235,890 |
Repayment of lease liabilities | 12 | (96,743) | (214,045) | (418,871) | (432,709) |
Promissory note payable | 16 | - | 710,000 | 50,000 | 1,500,000 |
Repayment of loan payable | 17 | (168,229) | (265,097) | (299,781) | (536,064) |
Repayment of CEBA loan | 15 | - | - | - | (66,800) |
Repayment of Bond | 14 | (71,250) | - | (86,250) | - |
Repayment of credit facility | 18 | - | 600,000 | (45,000) | 600,000 |
Repayment of debentures | 13 | (90,000) | - | (90,000) | - |
Proceeds from the issuance of shares and warrants | 19 | - | 1,237,894 | 1,467,363 | 1,237,894 |
Re-allocation of capital from proceeds of previous financings | 6 | 6,642,683 | - | 7,733,174 | 2,036,035 |
Cash flows from financing activities | 6,455,949 | 2,068,752 | 8,557,739 | 4,574,246 | |
IMPACT OF FOREIGN EXCHANGE | 225,440 | 1,141,493 | (226,661) | 577,503 | |
Net increase(decrease) in cash | 948,587 | 615,681 | 650,432 | (152,997) | |
Cash, beginning of the period | 591,930 | 422,880 | 890,085 | 1,191,558 | |
Cash, end of the period | 1,540,517 | 1,038,561 | 1,540,517 | 1,038,561 | |
The accompanying notes are an integral part of these condensed interim condensed interim consolidated financial statements.
Condensed Interim Consolidated Statements of Financial PositionAs at September 30, 2025 and December 31, 2024
(In Canadian dollars) (Unaudited)
As at | As at | |||
September 30, | December 31, | |||
Note | 2025 | 2024 | ||
ASSETS | ||||
Current | ||||
Cash | 1,540,517 | 890,085 | ||
Restricted cash | 3,423 | 3,840 | ||
Loans receivable | 4 | 17,720,044 | 18,186,928 | |
Assets held for sale | 127,051 | 128,091 | ||
Debtors | 5.1 | 5,311,071 | 5,428,616 | |
Finance lease receivable | 9 | 40,625 | 34,729 | |
Prepaid expenses | 471,235 | 789,116 | ||
Other current assets | 6 | - | 7,733,174 | |
25,213,966 | 33,194,579 | |||
Loans receivable | 4 | - | 58,958 | |
Finance lease receivable | 9 | 25,955 | 57,735 | |
Deposit | 228,288 | 86,442 | ||
Property and equipment | 7 | 1,877,402 | 2,219,578 | |
Investments | 8 | 977,500 | 985,500 | |
Intangible assets | 10 | 1,273,967 | 1,992,479 | |
29,597,078 | 38,595,271 | |||
LIABILITIES | ||||
Current | ||||
Accounts payable, advances and accrued liabilities | 11 | 20,185,962 | 21,924,936 | |
Lease liabilities | 12 | 139,022 | 203,426 | |
Bonds | 14 | 143,750 | 230,000 | |
CEBA Loan | 15 | 13,200 | 13,200 | |
Promissory note payable | 16 | - | 1,188,500 | |
Loan payable | 17 | 182,667 | 470,654 | |
Debentures | 13 | 3,658,629 | 664,737 | |
Current tax liabilities | 1,765,443 | 1,884,064 | ||
26,088,673 | 26,579,517 | |||
Debentures | 13 | 1,722,240 | 6,311,738 | |
Lease liabilities | 12 | 1,455,038 | 1,692,348 | |
Credit facility | 18 | - | 295,426 | |
29,265,951 | 34,879,029 | |||
SHAREHOLDERS' EQUITY | ||||
Capital stock | 19 | 232,443,558 | 228,003,528 | |
Shares to be issued | 181,661 | 181,661 | ||
Contributed surplus | 31,962,972 | 30,629,280 | ||
Equity component of convertible debentures | 13 | 678,880 | 899,351 | |
Accumulated other comprehensive loss | (993,232) | (828,085) | ||
Deficit | (276,754,824) | (268,313,810) | ||
Shareholders' equity attributable to owners of the parent | (12,480,985) | (9,428,075) | ||
Non-controlling interest | 25 | 12,812,112 | 13,144,317 | |
Total shareholders' equity | 331,127 | 3,716,242 | ||
29,597,078 | 38,595,271 | |||
Going concern uncertainty (note 2) Subsequent events (note 28)
The accompanying notes are an integral part of these condensed interim condensed interim consolidated financial statements. On behalf of the Board,
/S/ Johnson Joseph /S/ Yves C. Renaud
Director Director
- GOVERNING STATUTES, NATURE OF OPERATIONS AND GENERAL INFORMATION
Tenet Fintech Group Inc. (hereinafter "Tenet'' or the "Company") was incorporated pursuant to the provisions of the Business Corporations Act (Alberta) on May 13, 2008, and continued under the Canada Business Corporations Act on April 4, 2011. Tenet Fintech Group Inc.'s head office is located at 82 Richmond St. E. Toronto ON M5C 1P1. Its shares are traded on the Canadian Stock Exchange (CSE) under the symbol "PKK". Its shares are quoted on the "OTCPK Venture Market in the U.S." under the symbol ''PKKFF''.
Tenet is the parent company of a group of innovative financial technology (Fintech) and artificial intelligence (AI) companies. Tenet's subsidiaries offer various analytics and AI-based products and services to businesses, capital markets professionals, government agencies and financial institutions either through or by leveraging data gathered by the Cubeler® Business Hub, a global ecosystem where analytics and AI are used to create opportunities and facilitate B2B transactions among its members.
- GOING CONCERN UNCERTAINTY
These condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in operation and be able to realize its assets and discharge its liabilities in the normal course of operations. In assessing whether the going concern assumption is appropriate, management considers all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. The use of these principles may not be appropriate.
The level of cash flows from operating activities currently being generated is not presently sufficient to meet the Company's working capital requirements and business growth initiatives. The Company's ability to continue as a going concern depends upon its ability to raise additional financing. Even if the Company has been successful in the past in doing so, including a series of private placements during 2024 and in March 2025, there is no assurance that it will manage to obtain additional financing in the future. In addition, the repatriation of any profits of funds raised by the Company in China, which the Company might want to repatriate from China to Canada, is subject to the rules and regulations established by the Chinese government that restrict the flow of funds between China and foreign jurisdictions.
Consequently, the Company may therefore not be able to repatriate profits or transfer funds from its Chinese holding or operating subsidiaries to its head office in Canada. Also, the Company incurred a net loss of $8,800,645 for the nine-month period ended September 30, 2025 (compared to a net loss of $43,557,889 for the nine-month period ended September 30, 2024), it has an accumulated deficit of $276,754,824 as at September 30, 2025 (accumulated deficit was $268,313,810 as at December 31, 2024) and it has not yet generated positive cash flows from operations on a regular basis. Until that happens, the company will continue to assess its working capital needs and undertake whatever initiatives it deems necessary to ensure that it continues to be in a position to meet its financial obligations. These material uncertainties may cast significant doubt regarding the Company's ability to continue as a going concern.
These condensed interim consolidated financial statements do not include any adjustments or disclosures that may be necessary should the Company not be able to continue as a going concern. If this were the case, these adjustments could be material.
- SUMMARY OF MATERIAL ACCOUNTING POLICIES
Statement of compliance with IFRS
These condensed interim consolidated financial statements for the nine-month period ended September 30, 2025, have been prepared in accordance with IAS 34 "Interim Financial Reporting". Since they are condensed financial statements, certain information and note disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (''IFRS''), as issued by the International Accounting Standards Board (''IASB''), have been voluntarily omitted or summarized.
The preparation of financial statements in accordance with IAS 34 requires the use of certain accounting estimates and requires management to exercise judgment in applying the Company's accounting policies. The areas involving a higher degree of judgment or complexity or areas where assumptions and estimates are significant to the financial statements have been set out in note 5 of the Company's consolidated financial statements for the year ended December 31, 2024. There have not been any significant changes in judgments, estimates or assumptions since then. These condensed interim consolidated financial statements should be read in conjunction with the Company's consolidated financial statements for the year ended December 31, 2024.
The same accounting policies and methods of computation were used in the preparation of these condensed interim consolidated financial statements as were followed in the preparation of the consolidated financial statements for the year ended December 31, 2024 except for new standards and interpretations effective January 1, 2025.
These condensed interim consolidated financial statements for the nine-month periods ended September 30, 2025, and 2024 were approved and authorized for the issue by the Board of Directors on November 28, 2025.
Basis of measurement
These condensed interim consolidated financial statements are prepared on an accrual basis using the historical cost method.
Basis of Consolidation
These condensed interim consolidated financial statements include the accounts of Tenet and all of its subsidiaries. The Company attributes the total comprehensive profit or loss of the subsidiaries between the owners of the parent company and the non-controlling interests based on their respective ownership interests.
3 - SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)
The following entities have been consolidated within these condensed interim consolidated financial statements:
Entities
Registered
% of ownership
and voting right
Principal activity
Functional
Currency
Tenet Fintech Group Inc.
Canada
Holding and parent company
Canadian dollar
Cubeler Inc.
Canada
100%
Technology based product developer and procurement facilitator
Canadian dollar
Cubeler Inc. (U.S.)
United States
100%
Technology based product developer and procurement facilitator
US dollar
Tenoris 3 Inc.
Canada
100%
Technology based product developer and procurement facilitator
Canadian dollar
Asia Synergy Limited ("ASL")
Hong Kong
100%
Holding
US dollar
Asia Synergy Holdings Ltd. ("ASH")
China
100%
Holding
Renminbi
Asia Synergy Technologies Ltd. ("AST")
China
100%
Technology based product procurement facilitator
Renminbi
Asia Synergy Supply Chain Ltd. ("ASSC")
China
51%
Technology based product procurement facilitator
Renminbi
Zhejiang Xinjiupin - Oil & Gas Management Co. ("AJP")
China
100%
Technology based product procurement facilitator
Renminbi
Asia Synergy Data Solutions Ltd. ("ASDS")
China
100%
Fintech
Renminbi
Asia Synergy Credit Solutions Ltd. ("ASCS")
China
100%
Credit outsourcing services
Renminbi
Asia Synergy Supply-chain Technologies Ltd. ("ASST")
China
100%
Supply chain services
Renminbi
Beijing Xinxiangtaike Technologies Service Co.,Ltd. ("ASSI")
China
100%
Fintech
Renminbi
Wuxi Aorong Ltd. ("AORONG")
China
100%
Holding
Renminbi
Asia Synergy Financial Capital Ltd. ("ASFC")
China
51%
Financial institution
Renminbi
Huike Internet Technology Co., Ltd. ("HUIKE")
China
100%
Technology based product facilitator
Renminbi
Kailifeng New Energy Technology Co., Ltd. ("KALIFENG")
China
42.5%
Technology based clean energy trading platform facilitator
Renminbi
Shanghai Xinhuizhi Supply Chain Management Ltd. ("ASAC")
China
51%
Technology based product procurement facilitator
Renminbi
Jiangsu Supairui IOT Technology Co., Ltd. ("ASTH")
China
80%
Technology based product procurement facilitator
Renminbi
Wuxi Suyetong Supply Chain Management Co., Ltd. ("SST")
China
80%
Technology based product procurement facilitator
Renminbi
Jiangsu Steel Chain Technology Co., Ltd. ("STEELCHAIN")
China
100%
Technology based steel trading platform facilitator
Renminbi
The Company's subsidiaries each have an annual reporting date of December 31 and are incorporated in either Canada, United States,Hong Kong or China. All intercompany transactions and accounts were eliminated upon consolidation, including unrealized gains or losses on intercompany transactions. Where unrealized losses on intercompany asset sales are reversed upon consolidation, the underlying asset is also tested for impairment from the Company's perspective. Accounting policies of subsidiaries have been adjusted to ensure consistency with the policies adopted by the Company.
On April 3, 2025, the Company signed an agreement regarding the share transfer of its subsidiary Wechain (Nanjing) Technology Service Co., Ltd. ("WECHAIN"). The Company agreed to transfer 12.59% WECHAIN's shares to its non-controlling shareholder Nanjing Zhongke Ruanzhi Information Technology Co., Ltd. at $Nil consideration. The subsidiary completed all the filings and registrations of the transfer on April 14, 2025. After the transfer, the Company lost its controllership to WECHAIN, representing 38.41% of its shares.
On April 1, 2025, the Company has incorporated a new wholly-owned subsidiary to conduct business in the U.S. ahead of the Company's planned expansion of the Business Hub to that market in the future quarter of 2025. The new entity, incorporated in the state of Delaware, will be conducting business under the name Cubeler Inc. (U.S.) and will have legal and operational rights related to the Business Hub in the United States.
Profit or loss of subsidiaries acquired or disposed of during the year are recognized from the effective date of acquisition, or up to the effective date of disposal, as applicable.
Foreign currency translation Functional and presentation currency
The condensed interim consolidated financial statements are presented in Canadian dollars, which is also the functional currency of the parent company.
- LOANS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES
One of the Company's subsidiaries in China, Asia Synergy Financial Capital ("ASFC"), provides various financial services to small and medium-sized enterprises.
ASFC provides loans that are either guaranteed by a third party, collateral assets or a combination of both. The loans secured with collateral are either secured by second-hand vehicles or by the residential property of the borrower. Loans not guaranteed by collateral assets are guaranteed by a third party.
Loans guaranteed by second-hand vehicles
The second-hand vehicles are valued by the company's credit department before approving a loan. The loan value at inception typically represents between 40% to 80% of the collateral value. The second-hand vehicles' collateral values are evaluated at the beginning of the loan and periodically during the life of the loan, based on an industry-recognized used car guide validated by company personnel, their knowledge, experience and the inspection process before approval of the loan.
Loans guaranteed by second rank mortgage on residential property
Before approving a loan, the Company's credit department will assess the value of any other mortgages taken out on the residential property and put it as collateral by the prospective borrower. The loan value at inception typically represents between 25% and 50% of the collateral value exceeding the first-rank mortgage taken by the borrower. The value of the residential property is evaluated at the beginning of the loan and periodically during the life of the loan based on a residential broker site, which is validated by the Company's personnel, their knowledge, experience and inspection process before approval of the loan.
All the loans secured by collateral assets are registered on the appropriate government-regulated system.
4 - LOANS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES (CONTINUED)
Credit loans guaranteed by a third party
The Company makes loans to small and medium enterprises in the technology sector. Before approving a loan, the Company performs an initial credit evaluation of the borrower. The credit evaluation includes the review of the borrower company's credit profile, operating performance, financial statements, tax payments & receipt records, shareholders' structure and their individual credit rating. Based on this initial evaluation, the Company will then proceed to sign a loan agreement with the SME borrowers. To mitigate the default risk in the case of any overdue situation incurred regarding these credit loans, a letter of guarantee must also be signed before the loan is finally granted to SME borrowers. Accordingly, a third party must agree to provide a full guarantee to cover any overdue principal and interest on behalf of the borrowers. The company will also perform ongoing monitoring of SME borrowers in the tech industry through visits, phone calls and followup on business model developments.
Principal balance loans receivable Less expected credit loss (ECL) | 2025 September 30 | 2024 December 31 18,990,938 (745,052) |
18,558,998 (838,954) | ||
Loans receivable net Loans receivable maturing in less than 12 months Loans receivable maturing in more than 12 months | 17,720,044 17,720,044 - | 18,245,886 18,186,928 58,958 |
17,720,044 | 18,245,886 |
For the majority of loans granted, interest is payable by the borrower every month. Loans receivable are summarized as follows:
Impaired loans and allowances for credit loss
The Company performed a three-stage forward-looking impairment approach to its loan portfolio to measure the expected credit loss as described in detail in the summary of significant accounting policies.
Credit quality of loans
The following table presents the gross carrying amount of loans receivable as at September 30, 2025, and December 31, 2024, according to credit quality and ECL impairment stages.
ECL is calculated at the end of the year on loans that are not insured by a third party with an assumption of a credit loss allocation provision applied as follows:
Credit Loss Allocation Applied | ||||
Credit and Supply | ||||
Residential | Chain Finance | |||
Autos | Property | Credit | ||
Stage 1 : 1% | 1.0% | 1.0% | 2.0% | |
Stage 2: 30% | 6.8% | 1.0% | 2.0% | |
Stage 3: 100% | 85.5% | 1.0% | 2.0% | |
Gross Carrying | Allowance for | Net Carrying | ||
September 30, 2025 | % | Amount | Credit Loss | Amount |
Stage 1: Not overdue <= 30 Days | 94.4% | 17,520,311 | (3,502) | 17,516,809 |
Stage 2: Overdue 30-90 days | 0.0% | - | - | - |
Stage 3: Overdue> 90 days | 5.6% | 1,038,687 | (835,452) | 203,235 |
100.0% | 18,558,998 (838,954) 17,720,044 | |||
December 31, 2024 | % | Gross Carrying Amount | Allowance for Credit Loss | Net Carrying Amount | ||
Stage 1: Not overdue <= 30 Days | 94.3% | 17,900,472 | (3,577) | 17,896,895 | ||
Stage 2: Overdue 30-90 days | 0.0% | - | - | - | ||
Stage 3: Overdue> 90 days | 5.7% | 1,090,466 | (741,475) | 348,991 | ||
100.0% | 18,990,938 | (745,052) | 18,245,886 |
- LOANS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES (CONTINUED)
The loss allowance for loans to customers as at September 30, 2025, broken down by product type, reconciles to the opening loss allowance for that provision as follows:
Product Type - Autos
Stage 1
Stage 2 Stage 3
Total ECL
Loss allowance as at January 1, 2025
-
- 740,075
740,075
Originations net of repayments and other derecognitions
-
- 19,035
19,035
Net remeasurement
-
- 74,763
74,763
Foreign exchange and other
-
- 953
953
Loss allowance as at September 30, 2025
-
- 834,826
834,826
Loss allowance as at January 1, 2025
Originations net of repayments and other derecognitions Foreign exchange and other
4
(2) -
Product Type - Residential property
Total ECL
Stage 1
Stage 2 Stage 3
- 1,400
- (763)
- (11)
1,404
(765)
(11)
Loss allowance as at September 30, 2025
2
-
626
628
Product Type - Credit & Supply Chain Finance Credit
Stage 1 Stage 2 Stage 3 Total ECL
Loss allowance as at January 1, 2025
Originations net of repayments and other derecognitions Foreign exchange and other
3,573
(43)
(30)
-
-
-
-
-
-
3,573
(43)
(30)
Loss allowance as at September 30, 2025
3,500
-
-
3,500
The loss allowance for loans to customers as at December 31, 2024, broken down by product type, reconciles to the opening loss allowance for that provision as follows:
Product Type - Autos
Stage 1
Stage 2
Stage 3
Total ECL
Loss allowance as at January 1, 2024
- -
553,828
553,828
Originations net of repayments and other derecognitions
- -
(11,674)
(11,674)
Net remeasurement
- -
191,740
191,740
Foreign exchange and other
- -
6,181
6,181
Loss allowance as at December 31, 2024
- -
740,075
740,075
Product Type - Residential property
Stage 1
Stage 2
Stage 3
Total ECL
Loss allowance as at January 1, 2024
15
-
1,268
1,283
Originations net of repayments and other derecognitions
(7)
-
(444)
(451)
Net remeasurement Transfers
- to lifetime ECL credit-impaired
-
(5)
-
-
497
5
497
-
Foreign exchange and other
1
-
74
75
Loss allowance as at December 31, 2024
4
-
1,400
1,404
Product Type - Credit & Supply Chain Finance Credit
Stage 1
Stage 2
Stage 3
Total ECL
Loss allowance as at January 1, 2024
3,220
-
-
3,220
Originations net of repayments and other derecognitions
166
-
-
166
Foreign exchange and other
187
-
-
187
Loss allowance as at December 31, 2024
3,573
-
-
3,573
- DEBTORS AND DEPOSITS MADE FOR TRANSACTIONS ON PLATFORMS
Debtors
2025
2024
September 30
December 31
Sales tax receivable
1,009,184
1,010,176
Advances to companies
434,649
264,487
Accounts receivable (1)
273,145
387,530
Subscriptions receivable from non-controlling interests
1,358,387
1,303,309
Other receivable
-
300,000
Prepayments to third party subcontractors (2)
2,235,706
2,163,114
5,311,071
5,428,616
The Company reassesses the recoverability of each debtor categorized by type of supply chain activity and by customer. During the nine-month period ended September 30, 2025, an expense of $Nil (December 31, 2024 - an expense of $10,320,481) was recorded as expected credit loss in the condensed interim consolidated statements of comprehensive profit and loss.
Accounts receivable before expected credit loss Less expected credit loss (ECL)
2025
September 30
2024
December 31
14,789,788
(14,402,258)
14,466,581
(14,193,436)
Accounts receivable after expected credit loss
273,145
387,530
Subsidiaries of the Company active in supply chain activity made prepayments to suppliers to support operational supply chain processes. These prepayments will be reverted to Company's subsidiaries when services or merchandise transactions are executed.
Deposits made for transactions on platforms
2025
2024
September 30
December 31
Deposits made for transactions on platforms with guarantee (1)
27,656,690
27,895,379
Deposits made for transactions on platforms before expected credit loss
27,656,690
27,895,379
Less expected credit loss (ECL)
(27,656,690)
(27,895,379)
Deposits made for transactions on platforms after expected credit loss
-
-
(1) As per agreements signed with third parties, subsidiaries of the Company have provided deposits to facilitate capital support from a financial institution in mainland China.
The financial institution provides financing solutions to the Company's customers to fund transactions on the GoldRiver platform and operational expenses related to the expansion and set-up of their supply chain network.
All depending on the nature of the transaction, as collateral and in the event of default, the Company obtains a contractual right to claim 10% to 20% of the majority of the merchandise transacted on the platform or a guarantee on the pool of accounts receivable balances from downstream corporate operators and distributors that are related to business transactions on the GoldRiver platform.
The deposits made for transactions on plateforms are provided as security and collateral to the financial institution that provides financing solutions to the Company's customers.
The Company classifes the deposits made for transaction on platforms as long term when it expects to recover the deposits twelve months after the reporting period.
Deposits made for transactions on platforms' amounts are presented on the condensed interim consolidated statements of financial position net of the allowance for expected credit loss. When measuring the expected credit losses, other debtors, advances to companies, accounts receivable, subscriptions receivable of convertible debentures, subscriptions receivable from non-controlling interests, promissory notes, prepayment to third party subcontractors, and deposits made for transactions on platforms are assessed individually due to the low number of accounts. The expected loss rates are based on the payment profile of debtors taking into consideration third party guarantees on payment and any reasonable expectation of recovery.
Debtors and deposits made for transactions on platforms are written off (i.e. de-recognized) when there is no reasonable expectation of recovery. Failure to make payments within 180 days from the invoice date and failure to engage with the Issuer on alternative payment arrangements, amongst other things, are considered as potential indicators of no reasonable expectation of recovery. During the nine-month period ended September 30, 2025, an expense of $Nil (December 31, 2024 -an expense of $21,894,046) was recorded as expected credit loss in the condensed interim consolidated statements of comprehensive profit and loss.
- OTHER CURRENT ASSETS
Other current assets (1)
2025
September 30
2024
December 31
7,733,174
-
-
7,733,174
(1) In 2023, the Company conducted a series of private placement financings of convertible debentures of which total proceeds of $7,733,174, including $2,500,000 from related parties (see Note 23), was initially reserved and allocated to the Company's Chinese operations and recorded under the caption "other current assets" as at December 31, 2024. Following an assessment of the capital needs of its Chinese operations, the Company eventually reallocated the entire
$7,733,174 to its Canadian operations, using $1,090,491 of the amount in the second quarter of 2025 and the remaining balance of $6,642,683 during the third quarter of 2025, bringing the balance of other current assets to $0 as at September 30, 2025.
- PROPERTY AND EQUIPMENT
Gross carrying amount
Balance as at January 1, 2025 Disposals
Right-of-Use
Assets
3,985,776
(344,047)
IT & Office Equipment
680,716
(39,529)
Leasehold Improvement
405,059
-
Vehicles & Other
Equipment
191,393
(191,393)
Total
5,262,944
(574,969)
Balance as at September 30, 2025
3,641,729
641,187
405,059
-
4,687,975
Accumulated amortization
Balance as at January 1, 2025
2,451,506
343,500
66,978
181,382
3,043,366
Depreciation
165,978
75,732
28,705
(31,573)
238,842
Disposals
(265,806)
(30,578)
-
(149,889)
(446,273)
Exchange differences
5,860
(31,302)
-
80
(25,362)
Balance as at September 30, 2025
2,357,538
357,352
95,683
-
2,810,573
Net carrying amount as at September 30, 2025
1,284,191
283,835
309,376
-
1,877,402
Gross carrying amount
Balance as at January 1, 2024
5,371,610
696,923
405,059
215,463
6,689,055
Disposals
(1,385,834)
(16,207)
-
(24,070)
(1,426,111)
Balance as at December 31, 2024
3,985,776
680,716
405,059
191,393
5,262,944
Accumulated amortization
Balance as at January 1, 2024
2,703,747
256,500
28,705
190,779
3,179,731
Depreciation
355,991
96,025
38,273
624
490,913
Disposals
(556,102)
(8,072)
-
(9,986)
(574,160)
Exchange differences
(52,130)
(953)
-
(35)
(53,118)
Balance as at December 31, 2024
2,451,506
343,500
66,978
181,382
3,043,366
Net carrying amount as at December 31, 2024
1,534,270
337,216
338,081
10,011
2,219,578
During the nine-month period ended September 30, 2025, the Company disposed IT & Office Equipment and Vehicules & Other Equipment having a combined net book value of $50,455 for a total net proceeds of $46,389. Consequently, a loss on disposition of property and equipment of $4,066 (September 30, 2024 - a gain of
$12,879) was recorded in the consolidated statement of comprehensive profit and loss.
During the nine-month period ended September 30, 2025, due to the loss of controllership of WECHAIN, the Company derecognised the Right-of-Use Assets having a combined net book value of $78,240 which represented a non-cash transaction. In addition, the lease payment of the Company's subsidiary ASST was forgiven for an amount of $72,540. Consequently, a gain on disposition of property and equipment of $72,540 (September 30, 2024 - a loss of $2,797) was recorded in the consolidated statement of comprehensive profit and loss.
- INVESTMENTS
Other equity investments (1)
2025
September 30
2024
December 31
985,500
977,500
977,500
985,500
(1) The Company holds, through its ASFC subsidiary, a 5% equity interest in Wuxi Xincheng Venture Capital Partnership ("AVC"), a China-registered investment partnership. The fair market value of the equity investment is $977,500 as at September 30, 2025 (December 31, 2024 - $985,500).
The movement during the nine-month period ended September 30, 2025 and twelve-month period ended December 31, 2024, relating to the other equity investments, were as follows:
Balance at the beginning of the year Impairment (AXS)
Foreign exchange
2025
September 30
2024
December 31
1,183,005
(266,085)
68,580
985,500
-(8,000)
Balance at the end of the period
977,500
985,500
- FINANCE LEASE RECEIVABLE
2025
2024
September 30
December 31
Balance at the beginning of the year
92,464
-
Additions
-
100,980
Rental payments received
(25,884)
(8,516)
Balance at the end of the period
66,580
92,464
Current Portion
40,625
34,729
Non-current Portion
25,955
57,735
As a sublessor, the Company classifies its subleases as either operating or finance leases. In order to do so, the Company assesses whether it transfers substantially all the risks and rewards of ownership. Those assets that transfer substantially all the risks and rewards are classified as finance leases and the opposite as operating leases.
Since March 1, 2024, the Company changed its head office location from 119 Spadina Avenue, Suite 705, Toronto, ON to 82 Richmond St. E. Toronto, ON M5C 1P1. Consequently, the Company subleased its prior office space for the residual duration of the initial lease and entered into a new short-term lease. As part of the sublease, the Company recognized a finance lease receivable of $100,980, derecognized the residual value of the right-of-use asset having a net book value of
$259,183 and recorded a loss on sublease of $158,203 in the consolidated statement of comprehensive profit an loss for the year ending December 31, 2024.
The Company's undiscounted lease payment to be received as at September 30, 2025 were as follows:
As at September 30, 2025 Payments to be received by period
1 year 2 - 5 years Beyond 5 years Total
Lease payments to be received 43,055 26,391 -
69,446
As at December 31, 2024 Payments to be received by period
1 year 2 - 5 years Beyond 5 years Total
Lease payments to be received 38,555 59,807 - 98,362
The total unearned finance income up to the end of the sublease term is $2,866 as at September 30, 2025 ($7,073 - September 30, 2024).
The total other rental income collected from the subtenant relating to additional rent (operating expenses recovery) is recorded as revenues in the condensed interim consolidated statement of comprehensive profit and loss for the nine-month period ended September 30, 2025.
TENET FINTECH GROUP INC. Notes to Condensed Interim Consolidated Financial StatementsFor the nine-month periods ended September 30, 2025, and 2024
(In Canadian dollars) (Unaudited)
- INTANGIBLE ASSETS
The carrying value of the intangible assets as at September 30, 2025 and December 31, 2024, were as follows:
Gross carrying amount
Balance as at January 1, 2025 Addition
Loan Servicing Agreement
1,430,000
-
Gold River Platform
19,508,201
-
System Integration
Platform
(Formerly called Cubeler
Interface)
2,708,222
-
Cubeler Platform
24,924,238
-
Other ERP Platforms
6,877,035
(10,454)
Heartbeat Platform
10,254,843
-
Tradenames
5,287,000
-
Total intangible
assets
70,989,539
(10,454)
Balance as at September 30, 2025
1,430,000
19,508,201
2,708,222
24,924,238
6,866,581
10,254,843
5,287,000
70,979,085
Accumulated amortization and impairment loss
Balance as at January 1, 2025
858,000
19,508,201
2,708,222
24,924,238
5,458,888
10,254,843
5,284,668
68,997,060
Amortization
107,250
-
-
-
574,865
-
375
682,490
Exchange differences
-
-
-
-
25,568
-
-
25,568
Balance as at September 30, 2025
965,250
19,508,201
2,708,222
24,924,238
6,059,321
10,254,843
5,285,043
69,705,118
Net carrying amount as at September 30, 2025
464,750
-
-
-
807,260
-
1,957
1,273,967
Gross carrying amount
Balance as at January 1, 2024
1,430,000
19,114,001
2,597,846
24,924,238
6,477,629
10,501,156
5,287,000
70,331,870
Addition
-
394,200
110,376
-
399,406
(246,313)
-
657,669
Balance as at December 31, 2024
1,430,000
19,508,201
2,708,222
24,924,238
6,877,035
10,254,843
5,287,000
70,989,539
Accumulated amortization and impairment loss
Balance as at January 1, 2024
715,000
9,823,803
1,692,598
24,924,238
3,744,424
9,459,156
5,284,168
55,643,387
Amortization
143,000
4,263,145
499,715
-
1,614,927
463,706
500
6,984,993
Impairment loss on intangible
-
5,712,051
570,241
-
251,953
392,387
-
6,926,632
Exchange differences
-
(290,798)
(54,332)
-
(152,416)
(60,406)
-
(557,952)
Balance as at December 31, 2024
858,000
19,508,201
2,708,222
24,924,238
5,458,888
10,254,843
5,284,668
68,997,060
Net carrying amount as at December 31, 2024
572,000
-
-
-
1,418,147
-
2,332
1,992,479
13
- ACCOUNTS PAYABLE, ADVANCES AND ACCRUED LIABILITIES
2025
2024
September 30
December 31
Trade accounts payable and accruals
14,297,072
16,867,812
Advances received from a company owned by a Director, no interest (1)
962,438
720,983
Advances from third-party customers, no interest
46,269
45,707
Contract liabilities with third-party customers, no interest (2,3)
2,558,890
2,164,371
Interest payable on debentures (note 13)
525,773
209,383
Provision for legal settlement (4)
1,670,520
1,726,680
Advances from third-party
125,000
190,000
20,185,962
21,924,936
During the nine-month period ended September 30, 2025, a Company owned by a Director of the Company, made a series of short-term loans totally approximately $247,104 to Asia Synergy Holding Inc. ("ASH"), a wholly owned subsidiary of the Company. The balance of the net advances received from a Company owned by a Director at no interest as at September 30, 2025 is $962,438 (December 31, 2024 - $720,983). A foreign exchange gain of $5,649 was recognized.
Advance from downstream corporate clients for supply chain bundle service fee.
The table below summarizes the significant changes in contract liabilities with third-party customers.
2025
2024
September 30
December 31
Balance at the beginning of the year
2,164,371
2,019,404
Increase in contract liabilities during the period
1,061,776
131,419
Revenue recognized for balances included in Contract liabilities Balance at the beginning of the year
-
(87,175)
Revenue recognized for balances included in Contract liabilities Balance in previous years
(12,959)
(15,083)
Revenue recognized for Contract liabilities originated during the period
(615,235)
(1,422)
Other
(21,806)
-
Exchange differences
(17,258)
117,228
Balance at the end of the period
2,558,890
2,164,371
On April 8th, 2024, an agreement was signed to settle a class action lawsuit that was brought against Tenet and two of its executives on November 19, 2021 in the United States District Court for the Eastern District of New York. Despite the fact that the settlement does not include any admission of liability or wrongdoing on the part of the Company or any defendant, the parties have agreed to a settlement of approximately $1,632,000 ($1,200,000 USD) payable in five instalments between April 30, 2024, and December 31, 2024. Consequently, a loss on legal settlement totalling $1,632,000 was initially recorded in the condensed statements of comprehensive profit and loss for the year ended December 31, 2023 and a provision for legal settlement for the same amount was booked, in accounts payable, advances and accrued liabilities within the consolidated statements of financial position as at December 31, 2023. The balance recorded in accounts payable, advances and accrued liabilities is revalued into Canadian dollars at the foreign exchange rate as at the end of each reporting period with the resulting difference recorded as a foreign exchange expense within the condensed interim consolidated statement of comprehensive profit and loss. During the nine-month period ended September 30, 2025, the Company recorded a foreign exchange gain of $56,160 related to this revaluation. As a result, the balance recorded in accounts payable, advances and accrued liabilities as at September 30, 2025 is $1,670,520.
- LEASE LIABILITIES
2025
2024
September 30
December 31
Balance at the beginning of the year
1,895,774
2,787,836
Adjustment
-
(591,303)
Accretion interest
154,616
264,794
Lease payments
(418,871)
(546,425)
Effect of exchange rate change on obligation
(37,459)
(19,128)
Balance at the end of the period
1,594,060
1,895,774
Current Portion
139,022
203,426
Non-current Portion
1,455,038
1,692,348
The Company's obligations regarding lease payments as at September 30, 2025, and December 31, 2024, were as follows:
As at September 30, 2025 Payments due by period
1 year 2 - 5 years Beyond 5 years Total
Lease payments 499,623 1,595,715 1,109,327
3,204,665
As at December 31, 2024 Payments due by period
1 year 2 - 5 years Beyond 5 years Total
Lease payments 579,484 1,682,142 1,392,635 3,654,261
- DEBENTURES
The carrying value of the debentures as at September 30, 2025 and 2024, was as follows:
2025
2024
September 30
December 31
Debenture issuance of December 23, 2022 (note 13.1)
450,000
450,000
Debenture issuance of January 31, 2023 (note 13.2)
50,000
214,737
Debenture issuance of August 1, 2023 (note 13.3)
2,230,014
2,001,270
Debenture issuance of August 18, 2023 (note 13.4)
324,028
2,039,815
Debenture issuance of September 8, 2023 (note 13.5)
604,586
544,405
Debenture issuance of Februaty 2, 2024 (note 13.6)
740,807
863,944
Debenture issuance of Februaty 27, 2024 (note 13.7)
375,637
326,979
Debenture issuance of April 16, 2024 (note 13.8)
605,797
535,325
Debentures
5,380,869
6,976,475
Debentures, short-term
Debentures, long-term
3,658,629
1,722,240
664,737
6,311,738
5,380,869
6,976,475
As at September 30, 2025, $525,773 of interest payable on debentures is recorded in accounts payable, advances and accrued liabilities (December 31, 2024 -
$209,383).
Total issuance costs recorded in the condensed interim consolidated statements of changes in equity related to convertible debentures issued during the nine-month periods ended September 30, 2025 and 2024 were respectively $Nil and $208,717.
Debenture issuance of December 23, 2022
On December 23, 2022, the Company issued 308 units of convertible debentures for gross contractual proceeds of $3,080,000 (net proceeds of $2,864,400 after related expenses). Each unit sold comprised of $10,000 face value debentures, maturing on December 23, 2024, bearing interest at a nominal rate of 10% payable monthly, plus 10,000 purchase warrants, for a total of 3,080,000 purchase warrants, exercisable into Company common shares at $2.00 per share for a period of 24 months from the date of issuance.
The debentures, at issuance, allowed their subscribers to convert them into common shares of the Company at any time prior to maturity, subject to certain terms and conditions, at $1.00 per common share.
On April 19, 2023, the Company amended the conversion terms of the convertible debentures to allow the holders thereof to convert the face value of the Debentures into Debentures Shares at the price to be determined under the next transaction or series of directly related transactions in the course of which the Corporation issues and sells common shares or units for aggregate net proceeds of not less than $5,000,000, the whole in accordance with the terms and conditions set forth in an amending agreement with each of the Holders. As such, subsequenty to the debenture issuance of August 18, 2023 (refer to note 13.4), the debentures are convertible at a price of $0.25 per common share.
On December 23, 2024, convertible debentures with nominal value of $680,000 were expired. $230,000 of that amount was repaid from the proceeds of the private placement closed on November 29, 2024, resulting in a remaining balance of $450,000 as at December 31, 2024. The Company is in the process of negotiating an extension with the holders. Interest expense has been accrued in accordance with the original terms of the convertible debentures for the nine-month period ended September 30, 2025.
The movement during the nine-month period ended September 30, 2025 and twelve-month period ended December 31, 2024, relating to those debentures, was as follows:
2025
2024
September 30
December 31
Balance at the beginning of the year
450,000
563,388
Maturity repayment
-
(230,000)
Interest and accretion of debentures
-
94,939
Amortization of financing issuance costs
-
21,673
Balance at the end of the period
450,000
450,000
As at September 30, 2025, $9,437 of interest payable on debenture is recorded in accounts payable, advances and accrued liabilities (December 31, 2024 -
$21,834).
Debenture issuance of January 31, 2023
On January 31, 2023, the Company issued 351 units of convertible debentures for gross contractual proceeds of $3,510,000 (net proceeds of $3,280,350 after related expenses). Each unit sold comprised of $10,000 face value debentures, maturing on January 31, 2025, bearing interest at a nominal rate of 10% payable monthly, plus 10,000 purchase warrants, for a total of 3,510,000 purchase warrants, exercisable into Company common shares at $2.00 per share for a period of 24 months from the date of issuance.
The debentures, at issuance, allowed their subscribers to convert them into common shares of the Company at any time prior to maturity, subject to certain terms and conditions, at $1.00 per common share.
13 - DEBENTURES (CONTINUED)
On April 19, 2023, the Company amended the conversion terms of the convertible debentures to allow the holders thereof to convert the face value of the Debentures into Debentures Shares at the price to be determined under the next transaction or series of directly related transactions in the course of which the Corporation issues and sells common shares or units for aggregate net proceeds of not less than $5,000,000, the whole in accordance with the terms and conditions set forth in an amending agreement with each of the Holders. As such, subsequenty to the debenture issuance of August 18, 2023 (refer to note 13.4), the debentures are convertible at a price of $0.25 per common share.
On December 19, 2024, convertible debentures having a nominal value of $250,000 were converted into common shares of the Company. At the date of conversion, these debentures had an amortized cost totalling $238,104. The Company issued 3,366,667 common shares to the debenture holders and recorded
$238,104 in share capital.
On January 3, 2025, $50,000 of convertible debentures were converted into common shares of the Company. At the date of conversion, these debentures has an amortized cost totalling $48,804. The Company issued 500,000 common shares to the debenture holders and recorded $48,804 in share capital.
On January 31, 2025, convertible debentures with nominal value of $170,000 were expired. $30,000 out of the remaining value was repaid from the proceeds of the private placement closed on November 29, 2024 and a total of $90,000 was repaid during the three-month period ended September 30, 2025, resulting in the remaining value of $50,000 as at September 30, 2025. The Company is in the process of negotiating an extension with the holders. Interest expense has been accrued in accordance with the original terms of the convertible debentures for the nine-month period ended September 30, 2025.
The movement during the nine-month period ended September 30, 2025 and twelve-month period ended December 31, 2024, relating to those debentures, was as follows:
Balance at the beginning of the year Maturity repayment
2025
September 30
2024
December 31
214,737
(120,000)
363,344
-
Balance at inception or beginning of the year
94,737
363,344
Conversion of debentures
(48,804)
(238,104)
Interest and accretion of debentures
3,601
74,642
Amortization of financing issuance costs
466
14,855
Balance at the end of the period
50,000
214,737
As at September 30, 2025, $2,802 of interest payable on debenture is recorded in accounts payable, advances and accrued liabilities (December 31, 2024 -
$18,043).
Debenture issuance of August 1, 2023
On August 1, 2023, the Company issued 2,598 units of convertible debentures (including 2,000 units to Insiders) for gross contractual proceeds of $2,598,000 (net proceeds of $2,575,500 after related expenses). Each unit sold comprised of $1,000 face value debentures, maturing on August 1, 2026, bearing interest at a nominal rate of 10% payable monthly, plus 4,000 purchase warrants, for a total of 10,392,000 purchase warrants, exercisable into Company common shares at $0.50 per share for a period of 24 months from the date of issuance.
The debentures, at issuance, allowed their subscribers to convert them into common shares of the Company at any time prior to maturity, subject to certain terms and conditions, at $0.25 per common share.
The movement during the nine-month period ended September 30, 2025 and twelve-month period ended December 31, 2024, relating to those debentures, was as follows:
2025
2024
September 30
December 31
Balance at the beginning of the year
2,001,270
1,757,317
Balance at inception or beginning of the year
2,001,270
1,757,317
Interest and accretion of debentures
224,269
237,987
Amortization of financing issuance costs
4,475
5,966
Balance at the end of the period
2,230,014
2,001,270
As at September 30, 2025, $190,360 of interest payable on debenture is recorded in accounts payable, advances and accrued liabilities (December 31, 2025 -
$24,250).
13 - DEBENTURES (CONTINUED)
Debenture issuance of August 18, 2023
On August 18, 2023, the Company issued 7,625 units of convertible debentures for gross contractual proceeds of $7,625,000 (net proceeds of $7,625,000 after related expenses). Each unit sold comprised of $1,000 face value debentures, maturing on August 18, 2026, bearing interest at a nominal rate of 10% payable monthly, for a total of 30,500,000 purchase warrants, exercisable into Company common shares at $0.50 per share for a period of 24 months from the date of issuance.
The debentures, at issuance, allowed their subscribers to convert them into common shares of the Company at any time prior to maturity, subject to certain terms and conditions, at $0.25 per common share.
During the beginning of the month of January 2024, convertible debentures having a nominal value of $5,000,000 were converted into common shares of the Company. At the date of conversion, these debentures had an amortized cost totalling $3,423,738. The Company issued 20,000,000 common shares to the debenture holders and recorded $3,860,618 in share capital which included the reclassification of the equity component of convertible debentures initally recorded at inception totalling $436,880.
During the month of January 2024, the holders of these above mentionned convertible debentures waived their right to receive the interest amounting $192,876 due to them by the Company up until the conversion dates that occurred between January 5 and 8, 2024. In addition, on December 31, 2024, the other holder waived the right to receive the interest amounting $315,323 due to them by the Company up until that day. In total, $508,199 of interests were relinquished and were recorded as a credit in finance costs with an equivalent amount that was reversed by the Company from accounts payable, advances and accrued liabilities as at December 31, 2024.
During the first quarter of 2025, convertible debentures having a nominal value of $2,250,000 were converted into common shares of the Company. At the date of conversion, these debentures had an amortized cost totalling $1,757,257. The Company issued 9,000,000 common shares to the debenture holders and recorded $1,953,853 in share capital which included the reclassification of the equity component of convertible debentures initally recorded at inception totalling $196,596.
The movement during the nine-month period ended September 30, 2025 and twelve-month period ended December 31, 2024, relating to those debentures, was as follows:
2025
2024
September 30
December 31
Balance at the beginning of the year
2,039,815
5,221,201
Balance at inception or beginning of the year
2,039,815
5,221,201
Conversion of debentures
(1,757,257)
(3,423,738)
Interest and accretion of debentures
41,470
242,352
Balance at the end of the period
324,028
2,039,815
As at September 30, 2025, $14,427 of interest payable on debentures is recorded in accounts payable, advances and accrued liabilities (December 31, 2024 -
$16,250).
Debenture issuance of September 8, 2023
On September 8, 2023, the Company issued 710 units of convertible debentures to Insiders for gross contractual proceeds of $710,000 (net proceeds of $710,000 after related expenses). Each unit sold comprised of $1,000 face value debentures, maturing on September8, 2026, bearing interest at a nominal rate of 10% payable monthly, for a total of 2,840,000 purchase warrants, exercisable into Company common shares at $0.50 per share for a period of 24 months from the date of issuance.
The debentures, at issuance, allowed their subscribers to convert them into common shares of the Company at any time prior to maturity, subject to certain terms and conditions, at $0.25 per common share.
The movement during the nine-month period ended September 30, 2025 and twelve-month period ended December 31, 2024, relating to those debentures, was as follows:
Balance at the beginning of the year Addition
2025
September 30
2024
December 31
-480,543
544,405
-
Balance at inception or beginning of the year
544,405
480,543
Interest and accretion of debentures
60,181
63,862
Balance at the end of the period
604,586
544,405
As at September 30, 2025, $144,910 of interest payable on debentures is recorded in accounts payable, advances and accrued liabilities (December 31, 2024 -
$500).
Debenture issuance of February 2, 2024
On February 2, 2024, the Company issued 1,610 units of convertible debentures for gross contractual proceeds of $1,610,000 (net proceeds of $1,373,335 after related expenses). Each unit sold comprised of $1,000 face value debentures, maturing on February 2, 2027, bearing interest at a nominal rate of 10% payable monthly, plus 6,666 purchase warrants, for a total of 10,732,260 purchase warrants, exercisable into Company common shares at $0.25 per share for a period of 24 months from the date of issuance.
Out of the total funds raised from the convertible debenture units issued on February 2nd, 2024, $150,000 worth of units were used to repay the secured corporate bonds (note 14). In addition, $1,110,000 worth of units were used to repay some of the promissory notes holders (note 16).
13 - DEBENTURES (CONTINUED)
The debentures, at issuance, allowed their subscribers to convert them into common shares of the Company at any time prior to maturity, subject to certain terms and conditions, at $0.15 per common share.
The units contain a "forced warrant conversion" feature under which the debenture will automatically be surrendered and converted into common shares of the Company should the shares of the Company trade at $2.50 or more for three consecutive trading days.
Tenet also granted 112.7 non-transferable broker warrants (the "CD Broker Warrants"), being such number of CD Broker Warrants as is equal to 7.0% of the number of CD Units sold pursuant to the offerings (1,610 units). Each CD Broker Warrant is exercisable to purchase one CD Unit at an exercise price of $1,000 for a period of two years from the date of its issuance.
The Company used the residual value method to allocate the principal amount of the debentures between the liability, the equity component of the debentures and the warrants. Under this method, an amount of $102,505 and $497,123 related to the conversion feature and the warrants issued were recorded in condensed interim consolidated statements of changes in equity as at the date of issuance. The fair value of the liability component of $823,488 was computed as the present value of future principal and interest, discounted at a rate of 32%, net of the prorated share of transaction costs.
On October 24, 2024, convertible debentures having a nominal value of $125,000 were converted into common shares of the Company. At the date of conversion, these debentures had an amortized cost totalling $73,843. The Company issued 833,333 common shares to the debenture holders and recorded
$81,802 in share capital which included the reclassification of the equity component of convertible debentures initially recorded at inception totalling $7,959.
On November 4, 2024, convertible debentures having a nominal value of $100,000 were converted into common shares of the Company. At the date of conversion, these debentures had an amortized cost totalling $60,158. The Company issued 666,667 common shares to the debenture holders and recorded
$66,525 in share capital which included the reclassification of the equity component of convertible debentures initally recorded at inception totalling $6,367.
During the first quarter of 2025, convertible debentures having a nominal value of $375,000 were converted into common shares of the Company. At the date of conversion, these debentures had an amortized cost totalling $236,765. The Company issued 2,500,000 common shares to the debenture holders and recorded $260,640 in share capital which included the reclassification of the equity component of convertible debentures initally recorded at inception totalling
$23,875.
The movement during the nine-month period ended September 30, 2025 and twelve-month period ended December 31, 2024, relating to those debentures, was as follows:
Balance at the beginning of the year Addition
Issuance costs allocated to the debenture component Conversion component of convertible debenture
Contributed surplus for the warrants
2025
September 30
2024
December 31
-1,610,000
(186,884)
(102,505)
(497,123)
863,944
-
-
-
-
Balance at inception or beginning of the year
863,944
823,488
Conversion of debentures
Interest and accretion of debentures Amortization of financing issuance costs
(236,765)
83,512
30,116
(134,001)
119,388
55,070
Balance at the end of the period
740,807
863,944
As at September 30, 2025, $61,130 of interest payable on debenture is recorded in accounts payable, advances and accrued liabilities (December 31, 2024 -
$80,787).
The fair value of the 112.7 non-transferable broker unit warrants was calculated at $61,129 and was recorded as issuance costs prorated between the equity and liability components of the convertible debentures. The equivalent opposite amount was recorded in contributed surplus within the condensed interim consolidated statements of changes in equity. The fair value was calculated using the Black & Scholes option pricing model with the following assumptions:
Share price at the date of grant
$0.125
Expected life
2 years
Risk-free interest rate
4.06%
Expected volatility
132.67%
Dividend
0%
Exercise price at the date of grant (1)
$0.15 and $0.25
Although the exerice price of the non-transferable broker unit warrants are at a nominal value of $1,000, the fair market value of the broker unit warrants was determined based on the underlying embedded conversion options and warrants of the convertible debentures units having a conversion/exercise price of $0.15 and $0.25 respectively. The fair market value of the liability component of the broker unit warrants was deemed as
$Nil because the 10% nominal interest rate of the debentures (exlusively without the conversion options and warrants) is below fair market value.
The volatility was determined by using the Company's own historical volatility over a period corresponding to expected life of the conversion options and warrants.
13 - DEBENTURES (CONTINUED)
Debenture issuance between February 21 and 26, 2024
Between February 21 and 26, 2024, the Company issued a combined 1,000 units of convertible debentures for gross contractual proceeds of $1,000,000 (net proceeds of $924,400 after related expenses). Each unit sold comprised of $1,000 face value debentures, maturing between February 21 and 26, 2027, bearing interest at a nominal rate of 10% payable monthly, plus 6,666 purchase warrants, for a total of 6,666,000 purchase warrants, exercisable into Company common shares at $0.25 per share for a period of 24 months from the date of issuance.
Out of the total funds raised from the convertible debenture units issued, $345,000 worth of units were used to repay for consulting services rendered by an investor to the Company between October 1, 2023 and January 31, 2024.
The debentures, at issuance, allowed their subscribers to convert them into common shares of the Company at any time prior to maturity, subject to certain terms and conditions, at $0.15 per common share.
The units contain a "forced warrant conversion" feature under which the debenture will automatically be surrendered and converted into common shares of the Company should the shares of the Company trade at $2.50 or more for three consecutive trading days.
Tenet also granted 70 non-transferable broker warrants (the "CD Broker Warrants"), being such number of CD Broker Warrants as is equal to 7.0% of the number of CD Units sold pursuant to the offerings (1,000 units). Each CD Broker Warrant is exercisable to purchase one CD Unit at an exercise price of $1,000 for a period of two years from the date of its issuance.
The Company used the residual value method to allocate the principal amount of the debentures between the liability, the equity component of the debentures and the warrants. Under this method, an amount of $63,329 and $301,143 related to the conversion feature and the warrants issued were recorded in condensed interim consolidated statements of changes in equity. The fair value of the liability component of $568,768 was computed as the present value of future principal and interest, discounted at a rate of 32%, net of the prorated share of transaction costs.
On June 27, 2024, convertible debentures having a nominal value of $505,000 were converted into common shares of the Company. At the date of conversion, these debentures had an amortized cost totalling $300,408. The Company issued 3,366,667 common shares to the debenture holders and recorded $332,389 in share capital which included the reclassification of the equity component of convertible debentures initally recorded at inception totalling $31,981.
In addition, during the month of December 2024, the holders of these above mentionned convertible debentures waived their right to receive the interest due to them by the Company up until the conversion dates that occurred on June 27, 2024. In total, $17,774 of interests were relinquished and were recorded as a credit in finance costs with an equivalent amount that was reversed by the Company from accounts payable, advances and accrued liabilities as at December 31, 2024.
The movement during the nine-month period ended September 30, 2025 and twelve-month period ended December 31, 2024, relating to those debentures, was as follows:
2025
2024
September 30
December 31
Balance at the beginning of the year
326,979
-
Addition
-
1,000,000
Issuance costs allocated to the debenture component
-
(66,760)
Conversion component of convertible debenture
-
(63,329)
Contributed surplus for the warrants
-
(301,143)
Balance at inception or beginning of the year
326,979
568,768
Conversion of debentures
-
(300,408)
Interest and accretion of debentures
40,396
46,438
Amortization of financing issuance costs
8,262
12,181
Balance at the end of the period
375,637
326,979
As at September 30, 2025, $21,656 of interest payable on debenture is recorded in accounts payable, advances and accrued liabilities (December 31, 2024 -
$24,750).
The fair value of the 70 non-transferable broker unit warrants was calculated at $35,047 and was recorded as issuance costs prorated between the equity and liability components of the convertible debentures. The equivalent opposite amount was recorded in contributed surplus within the condensed interim consolidated statements of changes in equity. The fair value was calculated using the Black & Scholes option pricing model with the following assumptions:
Share price at the date of grant (February 21 and 26, 2024)
$0.13 & $0.12
Expected life
2 years
Risk-free interest rate
4.23%
Expected volatility
129.45%
Dividend
0%
Exercise price at the date of grant (1)
$0.15 and $0.25
Although the exerice price of the non-transferable broker unit warrants are at a nominal value of $1,000, the fair market value of the broker unit warrants was determined based on the underlying embedded conversion options and warrants of the convertible debentures units having a conversion/exercise price of $0.15 and $0.25 respectively. The fair market value of the liability component of the broker unit warrants was deemed as
$Nil because the 10% nominal interest rate of the debentures (exlusively without the conversion options and warrants) is below fair market value.
The volatility was determined by using the Company's own historical volatility over a period corresponding to expected life of the conversion options and warrants.
13 - DEBENTURES (CONTINUED)
Debenture issuance of April 16, 2024
On April 16, 2024, the Company issued 2,015 units of convertible debentures for gross contractual proceeds of $2,015,000 (net proceeds of $1,897,700 after related expenses). Each unit sold comprised of $1,000 face value debentures, maturing on April 16, 2027, bearing interest at a nominal rate of 10% payable monthly, plus 6,666 purchase warrants, for a total of 12,165,640 purchase warrants, exercisable into Company common shares at $0.25 per share for a period of 24 months from the date of issuance. The financing includes 475 convertible debenture units sold to an Officer and Director of the Company with the same terms as the other subscribers except that each CD Unit sold to the officer of Tenet comes with only 4,000 Common Share purchase warrants (the "Insider Warrants") exercisable to acquire one Common Share at an exercise price of $0.50 instead of $0.25. In addition, the conversion price of the convertible debentures is at $0.25 instead of $0.15.
Out of the total funds raised from the convertible debenture units issued on April 16, 2024, $20,000 worth of units were used to repay a bond holder balance (refer to note 14). In addition, $475,000 worth of units were used to repay advances previously received from a company owned by an Officer and Director of the Company (refer to note 11).
The debentures, at issuance, allowed their subscribers to convert them into common shares of the Company at any time prior to maturity, subject to certain terms and conditions, at $0.15 per common share.
The units contain a "forced warrant conversion" feature under which the debenture will automatically be surrendered and converted into common shares of the Company should the shares of the Company trade at $2.50 or more for three consecutive trading days.
Tenet also granted 117.3 non-transferable broker warrants (the "CD Broker Warrants"), being such number of CD Broker Warrants as is equal to 7.0% of the number of CD Units sold pursuant to the offerings (at the exception for the CD units sold to insiders which were subject to a reduced commission of 2%). Each CD Broker Warrant is exercisable to purchase one CD Unit at an exercise price of $1,000 for a period of two years from the date of its issuance.
The Company used the residual value method to allocate the principal amount of the debentures between the liability, the equity component of the debentures and the warrants. Under this method, an amount of $161,743 and $598,239 related to the conversion feature and the warrants issued were recorded in condensed interim consolidated statements of changes in equity as at the date of issuance. The fair value of the liability component of $1,255,018 was computed as the present value of future principal and interest, discounted at a rate of 32%, net of the prorated share of transaction costs.
On August 19, 2024, convertible debentures having a nominal value of $425,000 were converted into common shares of the Company. At the date of conversion, these debentures had an amortized cost totalling $251,193. The Company issued 2,833,333 common shares to the debenture holders and recorded
$280,594 in share capital which included the reclassification of the equity component of convertible debentures initally recorded at inception totalling $29,401.
On October 15, 2024, convertible debentures having a nominal value of $780,000 were converted into common shares of the Company. At the date of conversion, these debentures had an amortized cost totalling $474,897. The Company issued 5,200,000 common shares to the debenture holders and recorded
$528,858 in share capital which included the reclassification of the equity component of convertible debentures initally recorded at inception totalling $53,961.
In addition, during the month of December 2024, the holders of these above mentionned convertible debentures waived their right to receive the interest due to them by the Company up until the conversion dates that occurred on August 19, 2024 and October 15, 2024 respectively. In total, $53,392 of interests were relinquished and were recorded as a credit in finance costs (note 22.4) with an equivalent amount that was reversed by the Company from accounts payable, advances and accrued liabilities (refer to note 11) as at December 31, 2024.
The movement during the nine-month period ended September 30, 2025 and twelve-month period ended December 31, 2024, relating to those debentures, was as follows:
2025 | 2024 | |
September 30 | December 31 | |
Balance at the beginning of the year | 535,325 | - |
Addition | - | 2,015,000 |
Issuance costs allocated to the debenture component | - | (97,549) |
Conversion component of convertible debenture | - | (161,743) |
Contributed surplus for the warrants | - | (598,239) |
Balance at inception or beginning of the year | 535,325 | 1,157,469 |
Conversion of debentures | - | (726,090) |
Interest and accretion of debentures | 63,595 | 88,123 |
Amortization of financing issuance costs | 6,877 | 15,823 |
Balance at the end of the period | 605,797 | 535,325 |
- DEBENTURES (CONTINUED)
As at September 30, 2025, $81,051 of interest payable on debenture is recorded in accounts payable, advances and accrued liabilities (December 31, 2024 -
$22,969).
The fair value of the 117.3 non-transferable broker unit warrants was calculated at $39,768 and was recorded as issuance costs prorated between the equity and liability components of the convertible debentures. The equivalent opposite amount was recorded in contributed surplus within the condensed interim consolidated statements of changes in equity. The fair value was calculated using the Black & Scholes option pricing model with the following assumptions:
Share price at the date of grant
$0.09
Expected life
2 years
Risk-free interest rate
4.21%
Expected volatility
129.74%
Dividend
0%
Exercise price at the date of grant (1)
$0.15 and $0.25
Although the exerice price of the non-transferable broker unit warrants are at a nominal value of $1,000, the fair market value of the broker unit warrants was determined based on the underlying embedded conversion options and warrants of the convertible debentures units having a conversion/exercise price of $0.15 and $0.25 respectively. The fair market value of the liability component of the broker unit warrants was deemed as
$Nil because the 10% nominal interest rate of the debentures (exlusively without the conversion options and warrants) is below fair market value.
The volatility was determined by using the Company's own historical volatility over a period corresponding to expected life of the conversion options and warrants.
- BONDS
On May 29, 2020, the Company issued 400 units of secured corporate bonds at $1,000 per unit. Each unit sold was comprised of a $1,000 face value bond, redeemable on June 10, 2023, bearing interest at a nominal rate of 10% payable monthly, plus 20 purchase warrants exercisable into Company common share at $2.00 per share for a period of 36 months from the date of issuance.
The Bonds are redeemable after 36 months from the date of issuance (the "Initial Maturity Date"). Each holder has a right (the "Initial Extension Right") at the end of the Initial Maturity Date to extend the Bond for another 12 months (the "Initial Extension Period") by giving written notice to that effect to the Company no later than sixty (60) days prior to the Initial Maturity Date. Any holder that has elected to exercise its Initial Extension Right will also have a further right at the end of the Initial Extension Period to extend its Bond for another 12 months (the "Second Extension Period") under the same notice conditions as stated in the Initial Extension.
If a holder elects to extend its Bonds, the Company may redeem such holder's Bonds at any time on payment of a 5% premium to redeem the Bonds ("Penalty").
Bonds are secured by a pledge on the aggregate assets of the Company, maturing on May 29, 2023. The Company used the residual value method to allocate the principal amount of the bond between the liability and the contributed surplus. Under this method, an amount of $64,896 (net of transaction costs) related to the warrants issued was applied to the contributed surplus as at the date of issuance. The fair value of the liability component was $227,569 computed as the present value of future principal and interest payments discounted at a rate of 22%.
As the bonds have expired, the Company is in the process of negotiating an extension with the bondholders. While the Company expects to be able to extend the maturity date of these bonds, there can be no assurances that it will be able to do so. Following discussions with bondholders during the quarter, the Company successfully negotiated a monthly repayment schedule with certain bondholders to ensure full repayment by the end of 2025. Interest expense has been accrued in accordance with the original terms of the bonds for the nine-month period ended September 30, 2025.
The movement during the nine-month period ended September 30, 2025 and twelve-month period ended December 31, 2024, relating to these bonds, were as follows:
Balance at the beginning of the year Payment
2025
September 30
2024
December 31
400,000
(170,000)
230,000
(86,250)
Balance at the end of the period
143,750
230,000
- CEBA LOAN (Canada Emergency Business Account)
On April 20, 2020, the Company applied for and received $40,000 under the Canada Emergency Business Account (CEBA). Further, on September 1, 2021, through its acquisition of Cubeler, the Company acquired an additional CEBA loan totaling $60,000. Under this program providing interest-free loans, repaying the balance of the loan on or before January 18, 2024, will result in loan forgiveness of approximately 30% ($30,000), which was the intention of the Company.
Subsequent to year-end 2021, the Government of Canada announced that the deadline to repay loans under the Canada Emergency Business Account program would be extended by one year (that is from December 31, 2022 to December 31, 2023). As at January 1, 2024, the loan balance bear interest at 5% and will be repayable on maturity on December 31, 2025. On January 17, 2024, the company repaid $66,800 of it's CEBA loan which resulted in a loan forgiveness of
$20,000. The balance outstanding of the CEBA loan as at September 30, 2025 was $13,200.
- PROMISSORY NOTES PAYABLE
During the nine-month period ended September 30, 2025, the Company entered into short term promissory note agreement with certain investor for a total amount of $50,000, with an annual interest rate of 10% and maturing on January 31, 2025. During the same period, a cumulative amount of $1,238,500 was repaid from the proceeds of the private placement closed on March 13, 2025. The balance outstanding of the promissory notes as at September 30, 2025 was
$Nil (December 31, 2024 - $1,188,500).
- LOAN PAYABLE
During the fourth quarter of 2024, the Company entered into a loan agreement with an insurance provider (Directors and Officers insurance) at an effective annual interest rate of 8.10% payable in ten instalments and maturing in October 1, 2025. The balance outstanding of the loan as at September 30, 2025 was
$182,667,464 (December 31, 2024 - $470,654).
- CREDIT FACILITY
On July 22, 2024, the Company announced that it has secured a credit facility of up to $5,000,000, allowing the Company drawdown up to $5,000,000 over a twelve-month period by sending drawdown notices to a lender. No drawdown notice can exceed $500,000 and there must be at least five business days between each drawdown notice. The Company will pay interest at an annual rate of 10% on any amount drawn from the Credit Facility and will have up to twenty-four months from the date of the drawdown notice to repay the amount advanced by a lender. The Credit Facility is guaranteed by assets pledged by a collection of the Company shareholders in a separate collateral agreement between a lender and the shareholders. As at December 31, 2024, the Company has received drawdown for a total of $600,000.
During the nine-month period ended September 30, 2025, a total of $295,426 was repaid on the outstanding credit facility. The balance outstanding of the credit facility as at September 30, 2025 was $Nil (December 31, 2024 - $295,426).
- SHAREHOLDERS' EQUITY
Authorized share capital
The share capital of the Company consists of an unlimited authorized number of common shares without par value.
Description of the shareholders' equity operations during the nine-month periods ended September 30, 2025
During the first quarter of 2025, the Company issued a total of 2,090,968 shares as payment to consultants and services providers for a total of $149,300 worth of debt.
During the first quarter of 2025 and as mentioned in note 13.2, 13.4 and 13.6, convertible debentures having a nominal value of $2,675,000 and an amortized costs of $2,042,826 were converted into 12,000,000 common shares. The Company recorded a total of $2,263,297 in share capital which represents the amortized cost of the debentures and the fair value of the related conversion option initially recorded at inception totalling $220,471.
On March 13, 2025, the Company issued 72,983,340 units of shares and warrants for gross contractual proceeds of $3,649,167 (net proceeds of
$3,381,667 after related expenses). Each unit sold comprised of one common share and one common share purchase warrant exercisable into Company common shares at $0.15 per share for a period of 24 months from the date of issuance. Consequently, $1,277,464 and $2,371,703 were credited to contributed surplus and capital stock respectively. The fair value of the 1,600,000 finder's warrants was calculated at $34,472 and recorded as issuance of broker compensation warrants in the condensed interim consolidated statements of changes in equity as at the date of issuance. Out of the total funds raised from the shares and warrants units issued on March 13, 2025, $1,238,500 worth of proceeds were used to repay a promissory note payable (refer to note 16), and $250,426 worth of proceeds were used to repay a credit facility (refer to note 18).
Description of the shareholders' equity operations during the nine-month periods ended September 30, 2024
On January 3, 2024, the Company issued 269,814 common shares to the business managers of the Company's subsidiary Steelchain, in accordance with the amended assets purchase and performance agreement of the Steelchain acquisition effective from October 1, 2022. The payment in shares was for the performance based compensation up to December 31, 2023 totalling $539,628 which was settled in common shares at the minimum price of $2 per share.
During the period ended September 30, 2024 and as mentioned in note 13.4, 13.7 and 13.8, convertible debentures having a nominal value of $5,930,000 and an amortized costs of $3,975,339 were converted into 26,200,000 common shares. The Company recorded a total of $4,473,601 in share capital which represents the amortized cost of the debentures and the fair value of the related conversion option initally recorded at inception totalling
$498,262.
19 - SHAREHOLDERS' EQUITY (CONTINUED)
On September 4, 2024, the Company issued 39,075,000 units of shares and warrants for gross contractual proceeds of $3,907,500 (net proceeds of
$3,668,500 after related expenses). Each unit sold comprised of one common share and one common share purchase warrant exercisable into Company common shares at $0.20 per share for a period of 36 months from the date of issuance. Consequently $2,892,341 and $915,159 were credited to contributed surplus and capital stock respectively, and $100,000 was recorded to equity to issue in the consolidated statement of changes in equity. The fair value of the 2,054,000 finder's warrants was calculated at $156,031 and recorded as issuance of broker compensation warrants in the condensed interim consolidated statements of changes in equity as at the date of issuance. Out of the total funds raised from the shares and warrants units issued on September 4, 2024, $710,000 worth of units were repaid to a promissory note payable (refer to note 16). In addition, $60,000 worth of units were repaid to short-term advances previously received from third party investor (refer to note 11).
Between July 22, 2024, and August 12, 2024, the Company issued a total of 18,000,000 shares as payment to consultants and services providers for a total of $1.100,000 worth of debt. Out of the total debt repaid by shares, an expenses of $900.000 have been recorded as consulting fees in the condensed interim consolidated statements of comprehensive profit and loss.
Warrants
The outstanding warrants movement as at September 30, 2025 and December 31, 2024 and the respective changes during the year, are summarized as follows:
Outstanding, beginning of year Granted
Expired
September 30, 2025
December 31, 2024
Weighted
Number of average
warrants exercise price
55,054,996 0.66
92,664,900 0.22
(3,259,900) 2.00
Number of warrants
Weighted
average exercise price
144,459,996
74,887,340
(51,795,096)
0.35
0.15
0.73
Outstanding and exercisable, end of period
167,552,240
0.19
144,459,996
0.35
As at September 30, 2025, and December 31, 2024, the number of outstanding warrants which could be exercised for an equivalent number of common shares.
September 30, 2025
December 31, 2024
Number
Exercise price
Number Exercise price
Expiration date
January, 2025
-
-
3,510,000 2.00
January, 2025
-
-
221,250 2.00
June, 2025
-
-
4,291,846 0.16
August, 2025
-
-
10,392,000 0.50
August, 2025
-
-
40,000 0.50
August, 2025
-
-
30,500,000 0.50
September, 2025
-
-
2,840,000 0.50
February, 2026
10,732,260
0.25
10,732,260 0.25
February, 2026
4,966,170
0.25
4,966,170 0.25
February, 2026
1,699,830
0.25
1,699,830 0.25
April, 2026
10,265,640
0.25
10,265,640 0.25
April, 2026
1,900,000
0.50
1,900,000 0.50
September, 2027
38,075,000
0.20
38,075,000 0.20
September, 2027
2,054,000
0.20
2,054,000 0.20
October, 2027
1,000,000
0.20
1,000,000 0.20
November, 2027
8,650,000
0.20
8,650,000 0.20
November, 2027
280,000
0.20
280,000 0.20
November, 2027
11,010,000
0.20
11,010,000 0.20
November, 2027
364,000
0.20
60,000 0.20
December, 2027
1,900,000
0.20
1,900,000 0.20
December, 2027
72,000
0.20
72,000 0.20
March, 2027
72,983,340
0.15
- -
March, 2027
1,600,000
0.15
- -
167,552,240
144,459,996
- SHARE-BASED PAYMENTS
The Company has adopted an incentive stock option plan which provides that the Board of Directors of the Company may, from time to time, at its discretion and in accordance with the Exchange regulations, grant to directors, officers, employees and others providing similar services to the Company, non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the issued and outstanding common shares exercisable for a period of up to 5 years from the date of grant. The options reserved for issuance to any individual director, officer, or employee will not exceed 5% of the issued and outstanding common shares, and the number of common shares reserved for issuance to others providing services will not exceed 2% of the issued and outstanding common shares. Options may be exercised as of the grant date for a period determined by the Board but shall not be greater than five years from the grant date and 90 days following cessation of the option holder position with the Company.
Provided that the cessation of office, directorships or employment or other similar service arrangement was by reason of death (in the case of an individual), the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option.
- SHARE-BASED PAYMENTS (CONTINUED)
The outstanding options movement as at September 30, 2025 and December 31, 2024, are summarized as follows:
Outstanding at the beginning of year Expired
Forfeited
September 30, 2025
December 31, 2024
Weighted
Number of average
options exercise price
3,379,098 2.04
(595,000) 1.01
(77,658) 2.27
Number of options
Weighted
average exercise price
2,706,440
(745,500)
(12,149)
2.26
1.00
4.38
Outstanding at the end of period
1,948,791
2.73
2,706,440
2.26
Exercisable at the end of period
1,948,791
2.73
2,697,849
2.26
The table below summarizes the information related to outstanding share options as at September 30, 2025.
Maturity date
Range of
exercise price
Number of
options
Weighted average remaining
contractual life (years)
October 28, 2025
1.50
1,075,000
1 month
November 6, 2025
2.70
50,000
1 month
March 22, 2026
5.50
55,000
5 months
July 7, 2026
4.10
700,000
12 months
October 28, 2026
11.50
25,000
1 years and 0 months
January 1, 2027
7.50
8,126
1 years and 3 months
April 1, 2027
4.16
5,000
1 years and 6 months
December 1, 2027
0.85
9,184
2 years and 2 months
February 1, 2028
0.95
21,481
2 years and 4 months
1,948,791
The table below summarizes the information related to outstanding share options as at December 31, 2024.
Maturity date
Range of
exercise price
Number of
options
Weighted average remaining
contractual life (years)
June 11, 2025
1.00
745,500
5 months
October 28, 2025
1.50
1,075,000
9 months
November 6, 2025
2.70
50,000
10 months
March 22, 2026
5.50
55,000
1 years and 2 months
July 7, 2026
4.10
700,000
1 years and 6 months
October 28, 2026
11.50
25,000
1 years and 9 months
January 1, 2027
7.50
9,312
2 years and 0 months
February 1, 2027
5.60
4,256
2 years and 1 months
April 1, 2027
4.16
8,865
2 years and 3 months
July 1, 2027
1.65
1,971
2 years and 6 months
December 1, 2027
0.85-1.32
10,055
2 years and 11 months
February 1, 2028
0.95
21,481
3 years and 1 months
2,706,440
During the nine-month period ended September 30, 2025, the Company recorded an $258 related to share-based payments (September 30, 2024 - $11,108) to the condensed interim consolidated statements of comprehensive profit and loss and contributed surplus.
- CAPITAL MANAGEMENT POLICIES AND PROCEDURES
The Company's capital management objectives are as follows:
To ensure the Company's ability to continue its development;
To provide an adequate return to shareholders.
The Company monitors capital based on the carrying amount of equity which represents $331,127 as at September 30, 2025 (December 31, 2024 - $3,716,242).
The Company manages its capital structure and makes adjustments to it to ensure it has sufficient liquidity and raises capital through stock markets to continue its development.
The Company is not subject to any externally imposed capital requirements.
- FINANCIAL INSTRUMENTS
Classification of financial instruments
As at September 30, 2025, the carrying amount of financial assets and financial liabilities were as follows:
September 30, 2025
Assets and
Assets and
liabilities
liabilities
carried at
carried at
Total
fair value
amortized cost
carrying value
Financial assets
Cash
-
1,540,517
1,540,517
Restricted Cash
-
3,423
3,423
Debtors
-
4,304,587
4,304,587
Loans receivable
-
17,720,044
17,720,044
Deposit
-
228,288
228,288
Other equity investments
977,500
-
977,500
977,500
23,796,859
24,774,359
Financial liabilities
Accounts payable, advances and accrued liabilities Bonds
CEBA Loan Debentures Loan payable
-
-
-
-
-
18,047,454
143,750
13,200
5,380,869
182,667
18,047,454
143,750
13,200
5,380,869
182,667
-
23,767,940
23,767,940
As at December 31, 2024, the carrying amount of financial assets and financial liabilities were as follows:
December 31, 2024
Assets and
Assets and
liabilities
liabilities
carried at
carried at
Total
fair value
amortized cost
carrying value
Financial assets
Cash
-
890,085
890,085
Restricted Cash
-
3,840
3,840
Debtors
-
4,418,440
4,418,440
Loans receivable
-
18,245,886
18,245,886
Deposit
-
86,442
86,442
Other equity investments
985,500
-
985,500
Other current assets
-
7,733,174
7,733,174
985,500
31,377,867
32,363,367
Financial liabilities
Accounts payable, advances and accrued liabilities
-
20,014,827
20,014,827
Bonds
-
230,000
230,000
CEBA Loan
-
13,200
13,200
Debentures
-
6,976,475
6,976,475
Promissory note payable
-
1,188,500
1,188,500
Loan payable
-
470,654
470,654
Credit facility
-
295,426
295,426
-
29,189,082
29,189,082
Financial risk management objectives and policies
The Company is exposed to various risks in relation to financial instruments. The main risks the Company is exposed to are credit risk, market risk and liquidity risk.
The Company does not actively engage in the trading of financial instruments for speculative purposes.
No changes were made in the objectives, policies and processes related to financial instrument risk management during the reporting years. The most significant financial risks to which the Company is exposed are described below.
22 - FINANCIAL INSTRUMENTS (CONTINUED)
Financial risks
Credit & Liquidity risk
Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failling to pay for its obligation. Credit risk for the Company is mostly on Loans receivable, Debtors and Deposits made for transactions on platforms (refer to note 4 & 5). The credit risk is not significant for other financial instruments.
The Company's exposure to credit risk arises primarily from trade receivables and contract assets recognized under IFRS 15. The Company applies the simplified approach under IFRS 9, recognizing lifetime expected credit losses (ECL) on trade receivables and contract assets at each reporting date. The Company maintains a general provisioning policy whereby balances outstanding for more than 180 days are considered indicators of no reasonable expectation of recovery. In addition, further indicators of credit impairment such as initiation of legal action, evidence of financial distress of counterparties, or significant delays in payment are considered in determining whether additional impairment is required.
The Company's impairment model incorporates:
Provision Matrix: Aging of receivables (current, 30-90 days, 91-180 days, and >180 days overdue).
Forward Looking Information: Adjustments to historical default rates based on macroeconomic conditions, industry trends, and customer specific risk factors.
Qualitative Indicators: Legal letters issued, deterioration in counterparties' financial condition, and other observable events indicating heightened credit risk.
This methodology ensures that impairment provisions reflect both historical experience and forward looking expectations, consistent with IFRS 9 requirements.
Specific to ASFC, the asset-backed loans "Loans Receivable" are secured by collateral provided by borrowers at initial recognition, primarily in the form of second-hand vehicles (auto collateral is conservatively valued at 65% of fair market value) and residential properties (typically maintaining a value above the outstanding loan balance). Collateral values are derived from transactional data sourced from regulatory reporting systems in China. The ECL model takes into consideration the natural decline in fair market value of second-hand vehicles. As the vehicles age over time, the collateral value decreases, resulting in a corresponding increase in expected credit loss rate. Credit enhancement structures for non-asset-backed loans remained unchanged. These loans are fully guaranteed by specific shareholders or other financial third parties, with no historical defaults or guarantor repayments recorded. Certain asset-backed loans, particularly those secured by residential properties, have not been assigned a loss allowance due to their over-collateralized nature and high recovery potential. Nonetheless, the Company applies a minimum 1% ECL to these exposures as a prudential measure.
As at September 30, 2025, the Company continued to monitor credit-impaired financial assets and determined that the existing provision remained appropriate under IFRS 9. During the quarter, evolving conditions were assessed with no significant changes in maximum exposure, and over the nine-month period no material deterioration was observed in collateral quality or credit enhancements.
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset.
Liquidity risk management serves to maintain a sufficient amount of cash and to ensure that the Company has financing sources for a sufficient amount. The Company's objective is to maintain a cash position sufficient to cover the next twelve-month obligations (note 2).
The Company's non-derivative financial liabilities have contractual maturities (including interest payments where applicable) as summarized below:
September 30, 2025
Current
Long-term
Within 6 months
6 to 12 months
More than 12 months
Accounts payable, advances and accrued liabilities
18,047,454
-
-
Bonds
143,750
-
-
CEBA loan
13,200
-
-
Debentures
500,000
3,683,000
2,315,000
Loan payable
182,667
-
-
19,108,071
3,683,000
2,315,000
December 31, 2024
Current
Long-term
Within 6 months
6 to 12 months
More than 12 months
Accounts payable, advances and accrued liabilities
20,014,827
-
-
Bonds
230,000
-
-
CEBA loan
13,200
-
-
Debentures
670,000
5,933,000
2,690,000
Promissory note payable
1,188,500
-
-
Loan payable
169,772
300,882
-
Credit facility
-
-
295,426
22,286,299
6,233,882
2,985,426
22 - FINANCIAL INSTRUMENTS (CONTINUED)
Finance costs
The breakdown of finance costs during the nine-month period ended September 30, 2025 and 2024 is as follows:
2025
2024
2025
2024
September 30
September 30
September 30
September 30
Three-month
Three-month
Nine-month
Nine-month
Interest on lease liabilities (note 12)
50,492
61,811
154,616
208,438
Interest on debentures and bonds
176,276
298,498
525,892
817,183
Interest on advances
-
10,280
53,250
16,032
Interest on credit facility
-
10,040
7,386
10,040
Interest on finance lease
(903)
(1,204)
(3,033)
(2,439)
Accretion on debentures and bonds
178,854
268,439
517,024
703,686
Interest on debentures relinquished
-
-
-
(192,876)
Interest, loan payable
5,802
4,657
18,528
27,545
Interest, promissory note payable
-
32,832
24,637
66,090
Total interest expense
410,521
685,353
1,298,300
1,653,699
Interest income
(1,615)
(4,319)
(4,655)
(15,910)
Miscellaneous
47,266
27,857
99,940
86,618
Total Finance costs
456,172
708,891
1,393,585
1,724,407
Fair value
The following methods and assumptions were used to determine the estimated fair value for each class of financial instruments:
The fair value of cash, restricted cash, short and long term loans receivable, debtors (except sales tax receivable), short and long term deposits made for transactions on platforms, deposits, other current assets, accounts payable, advances and accrued liabilities approximate their carrying amount, given the short-term maturity;
The fair value of the debentures and the bonds is estimated using a discounted cash flow approach and approximate their carrying amount. CEBA loan, promissory note payable and loan payable are recognized at its cost which approximate its fair value;
The fair value of contingent consideration payable related to the acquisition of Steelchain is estimated using a discounted cash flow method and reflects management's estimate that the contract's target level will be achieved;
The fair value of equity investments is based on the underlying fair market value estimate of the assets & liabilities as at the date of reporting.
The fair value of conversion options is determined using the Black & Scholes and Binomial pricing models.
The Company categorized its financial instruments based on the following three levels of inputs used for fair value measurements:
Level 1:
Level 2:
Level 3:
Quoted prices (unadjusted) in active markets for identical assets and liabilities;
Inputs other than quoted prices included in Level 1 that are observable for the assets and liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);
Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Equity investments, bonds, debentures, conversion option and contingent consideration payable are level 3 under the fair value hierarchy.
The fair value of the debentures and the bonds is estimated using a discounted cash flow approach with specific parameters including implied discounted rate between 19% and 32% taking into consideration base rate and spread from the Federal Reserve Economic Data and adding additional premium to consider the burn rate profile of the Company and the transaction cost. The fair value of conversion options is determined using the Black & Scholes model including implied discounted rate between 19% and 32% taking into consideration base rate and spread from the Federal Reserve Economic Data and adding additional premium to consider the burn rate profile of the Company and the transaction cost.
Regarding the equity investments, in the absence of observable market data and based on the analysis of the unobservable inputs specific to AVC, particularly the immateriality of the attributable loss, the positive net asset value, the ongoing investment activities, the absence of impairment indicators, and management's assertion regarding the portfolio value, it is concluded that the carrying amount of $977,500 (i.e. RMB ¥5,000,000), determined under the cost method, represents a reasonable approximation of the fair value of the investment in AVC as of September 30, 2025. Therefore, no adjustment to the carrying amount is deemed necessary.
Valuation processes are overseen by the Issuer's finance team in conjunction with external auditors' opinions. Fair value measurements are reviewed quarterly and approved by senior management. Sensitivity analysis is performed in accordance with an internal model based on scenarios analysis (i.e. a decrease or increase of 5% of the interest rate) at the measurement date and on a recurring basis, and accounts for any significant impact. The valuation methodology is consistent with prior periods and complies with IFRS 13 guidelines. Changes in assumptions or inputs are documented and assessed for material impact. Based on the sensitivity analysis, a 5% change in interest rates would result in an impact of approximately $11,265 and $31,229 respectively in the three and nine-month periods ended on September 30, 2025 which is not considered significant.
- RELATED PARTY TRANSACTIONS
The Company's related party transactions do not include, unless otherwise stated, special terms and conditions. No guarantees were given or received. Outstanding balances are usually settled in cash.
Transactions with key management personnel, officers and directors
The Company's key management personnel are, the CEO, the CFO, the COO, the CEO of the China operations and the members of the Board. Their remuneration includes the following expenses:
Salaries and fringe benefits
2025
September 30
Three-month
2024
September 30
Three-month
467,746
2025
September 30
Nine-month
2024
September 30
Nine-month
1,403,207
396,370
1,207,140
396,370
467,746
1,207,140
1,403,207
As at September 30, 2025 the accounts payable and accrued liabilities includes compensation of board of directors', salary, bonus and vacation payable to related parties amounting of $1,169,518 (December 31, 2024 - $1,022,497).
These transactions occurred in the normal course of operations and have been measured at fair value.
As at September 30, 2025, and 2024 the condensed interim consolidated statements of financial position includes the following amounts with related parties:
Advances paid to a Director, no interest Other current assets, no interest (1)
2025
September 30
2024
December 31
1,809
2,500,000
-
-
Tatal amounts owed to the Company by related parties
-
2,501,809
Advances received from a company owned by a Director, no interest (2)
Debentures , with interest (1) Debentures, interest payable (3)
962,438
2,673,582
384,088
720,983
2,407,008
181,463
Total amount owed to related parties by the Company
4,020,108
3,309,454
In 2023 and 2024 certain Directors and Officers of the Company subscribed to a total of 3,175 units of convertible debentures for gross proceeds of
$3,175,000 during a series of private placement financings conducted by the Company. That amount includes $2,500,000 that was recorded in other current assets (see Note 6) as of December 31, 2024. Over the course of the nine-month period ended September 30, 2025, the $2,500,000 previously allocated to the Company's Chinese operations and recorded under other current assets, was reallocated to the Company's Canadian operations and used for working capital purposes, bringing the other current assets balance to $0 as at September 30, 2025. As at September 30, 2025, the amortized cost of the debentures due to related parties totalling $2,673,582 was recorded in Debentures (see Note 13).
During the nine-month period ended September 30, 2025, a Company owned by a Director of the Company, made a series of short-term loans to Asia Synergy Holding Inc. ("ASH"), a wholly owned subsidiary of the Company. The balance of the net advances received from a Company owned by a Director at no interest as at September 30, 2025 is $962,438 (December 31, 2024 - $720,983) and bears no interest given the fact that only licensed lenders are allowed to charge interest on loans granted to corporative borrowers as per the laws in mainland China. The advances received from a company owned by a Director is recorded in accounts payable, advances and accrued liabilities (note 11).
As at September 30, 2025, $384,088 of debentures, interest payable due to related parties are recorded in accounts payable, advances and accrued liabilities (note 11).
- SEGMENT REPORTING
The Company has determined that it has two operating segments, which are defined below. For presentation purposes, other activities are grouped in the Other category. Each operating segment is distinguished by the type of products and services it offers and is managed separately as each requires different business processes, marketing approaches and resources. All inter-segment transfers are carried out at arm's length prices based on prices charged to unrelated customers in stand-alone sales of identical goods and services.
The Company operates several technology platforms in China. Each platform is connected to the Cubeler platform. The Cubeler platform is the main engine behind all the other platforms. That's the platform where the credit criteria and credit rules from the Company's financial institution partners are stored, and where the transactional, financial and accounting data on the Company's SME clients is stored and analyzed to see if it matches the credit criteria of the partnering financial institutions. Each of the other platforms helps facilitate a specific type of B2B transaction.
24 - SEGMENT REPORTING
The operating segments are detailed as follows:
Fintech Platform
The Fintech Platform segment comprises the procurement and distribution of products within supply chain or facilitating transactions in the commercial lending industry through technology platforms and the Canadian operating entities.
Within the Fintech Platform, under supply chain services revenues, the GoldRiver platform is the primary source of revenue. The GoldRiver platform is a product procurement and purchase order platform for various supply chain related products. By using the GoldRiver platform, clients who qualify for credit from the Company's financial institution partners can have their orders placed on GoldRiver financed. Clients may also request logistics, warehousing or other services through GoldRiver. The Company earns fees for the services thus provided through Cubeler and the other platforms. Additionally, the Company earns fees and sales through SaaS services provided on the Company's Heartbeat platform by the Company's Huike subsidiary and credit monitoring services provided on the Company's Cubeler platform by the Company's ASDS, AST and ASH subsidiaries. It is important to emphasize that Huike operates solely as a service provider to intermediaries within the insurance industry and is not itself engaged in insurance activities. The entity does not underwrite insurance risk, act as an agent for insurance contracts, or provide insurance-related services to end customers. Huike exclusively provides SaaS Platform Access and Custom Offline Services to insurance brokers.
Financial Services
The Financial Services segment encompasses providing commercial loans to entrepreneurs and SMEs and the activity of providing turn-key credit outsourcing services to banks and other lending institutions.
The Cubeler platform is also used by the Company's lending subsidiary, ASFC, to qualify SMEs for loans and by the Company's subsidiary, Asia Synergy Credit Solutions ("ASCS"), to provide credit monitoring services to some of the Company's financial institution partners.
The Fintech Platform segment operates in North America and China, and the Financial Services segment operates in China.
Other
The "Other" category includes the activity and unallocated portion of the Canadian parent company's services and all non-operating holdings registered in Hong Kong and China.
Elimination
The "Elimination" category includes charges from Asia Synergy Data Solutions Ltd. ("ASDS"), the strategic research and development entity in mainland China, to other operating entities within the segment "Fintech Platform" under Asia Synergy Supply-chain Technologies Ltd. ("ASST"), Zhejiang Xinjiupin - Oil & Gas Management Co. ("AJP"), and Asia Synergy Technologies Ltd. ("AST") for partial R&D work performed on supply chain-related IT modules. These intercompany sales, recognized and invoiced by ASDS on a quarterly basis, were subsequently netted against a re-invoiced inter-company management fee within the Company's subsidiaries' scope as part of the consolidation elimination process.
The segment information for the nine-month periods ended September 30, 2025, and 2024, are as follows:
Revenues Financial service revenue Fees and sales Other rental income from a sublease Inter-segment | Nine-month period ended September 30, 2025 Fintech Financial Platform Services Other Elimination Total | ||||
-616,014 - 493,132 | 113,404 81,522 - - | - -39,141 - | - - -(493,132) | 113,404 697,536 39,141 - | |
Total revenues | 1,109,146 | 194,926 | 39,141 | (493,132) | 850,081 |
Expenses | |||||
Depreciation and amortization | 709,928 | 57,821 | 203,780 | - | 971,529 |
Finance costs | 28,145 | 20,496 | 1,344,944 | - | 1,393,585 |
Expected credit loss | - | 92,990 | - | - | 92,990 |
Cost of service, supply chain | 281,019 | - | - | - | 281,019 |
All other expenses | 2,361,396 | 417,784 | 4,695,283 | (493,132) | 6,981,331 |
Total expenses | 3,312,014 | 589,091 | 6,244,007 | (493,132) | 9,651,980 |
Profit (loss) before tax Income tax (recovery) | (2,202,868) (1,254) | (394,165) - | (6,204,866) - | - - | (8,801,899) (1,254) |
Net profit (loss) | (2,201,614) | (394,165) | (6,204,866) | - | (8,800,645) |
Non-controlling interest | (251,367) | (108,263) | - | - | (359,631) |
Net profit (loss) attributable to: Owners of the parent | (1,950,247) | (285,902) | (6,204,866) | - | (8,441,014) |
Segmented assets | 9,771,908 | 18,939,316 | 885,854 | - | 29,597,078 |
24 - SEGMENT REPORTING (CONTINUED)
Nine-month period ended September 30, 2024
Fintech Platform | Financial Services | Other | Elimination | Total | |
Revenues | |||||
Financial service revenue | - | 263,623 | - | - | 263,623 |
Fees and sales | 853,804 | 312,548 | - | - | 1,166,352 |
Supply chain services | 225,177 | - | - | - | 225,177 |
Other rental income from a sublease | - | - | 30,008 | - | 30,008 |
Inter-segment | 3,530,378 | - | 535,059 | (4,065,437) | - |
Total revenues | 4,609,359 | 576,171 | 565,067 | (4,065,437) | 1,685,160 |
Expenses | |||||
Depreciation and amortization | 5,505,997 | 56,498 | 254,210 | - | 5,816,705 |
Finance costs | 72,917 | 20,832 | 1,630,658 | - | 1,724,407 |
Expected credit loss | 25,666,286 | 612,645 | - | - | 26,278,931 |
Change in fair value of contingent consideration | (537,144) | - | - | - | (537,144) |
Change in fair value of debentures conversion options | - | - | (77,310) | - | (77,310) |
Cost of service, supply chain | 31,546 | - - - | 31,546 | ||
Forgiveness of CEBA loan | (20,000) | - - - | (20,000) | ||
Loss on sublease | 158,203 | - - - | 158,203 | ||
Gain on disposition of property and equipment | (10,082) | - - - | (10,082) | ||
All other expenses | 7,525,294 | 640,653 | 7,768,239 | (4,065,437) | 11,868,749 |
Total expenses | 38,393,017 | 1,330,628 | 9,575,797 | (4,065,437) | 45,234,005 |
Profit (loss) before tax | (33,783,658) | (754,457) | (9,010,730) | - | (43,548,845) |
Income tax (recovery) | - | 9,044 | - | - | 9,044 |
Net profit (loss) | (33,783,658) | (763,501) | (9,010,730) | - | (43,557,889) |
Non-controlling interest | (1,565,115) | (68,186) | - | - | (1,633,300) |
Net profit (loss) attributable to: owners of the parent | (32,218,543) | (695,315) | (9,010,730) | - | (41,924,589) |
Segmented assets | 11,157,519 | 18,760,998 | 24,173,338 | - | 54,091,855 |
The Company's non-current assets are located in the following geographic regions:
China Canada | 2025 September 30 | 2024 December 31 Non-current Assets 3,413,212 1,987,480 |
Non-current Assets | ||
2,473,585 1,909,527 | ||
4,383,112 | 5,400,692 |
