Tenet Fintech Group Inc.CSE: PKK

Condensed Interim Consolidated Financial Statements (Unaudited) June 30, 2025, and 2024

· Issued by Tenet Fintech Group Inc.
Tenet Fintech Group Inc. Condensed Interim Consolidated Financial Statements (Unaudited) For the three and six-month periods ended June 30, 2025, and 2024


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 6-35

TENET FINTECH GROUP INC. Condensed Interim Consolidated Statements of Comprehensive Profit and Loss

For the three and six-month periods ended June 30, 2025, and 2024 (In Canadian dollars, except weighted average number of outstanding shares) (Unaudited)

Three-month periods ended Six-month periods ended

June 30 June 30

Note

2025

2024

2025

2024

Revenues

433,570

713,943

612,731

1,479,578

Expenses

Cost of service

128,311

22,144

128,311

31,546

Software delivery services

5,755

2,506

13,580

5,963

Salaries and fringe benefits

1,405,817

1,720,159

2,795,602

3,391,212

Service fees

8,434

28,727

26,079

275,434

Board remuneration

37,500

37,500

75,000

75,000

Consulting fees

11,478

736,340

265,816

883,846

Outsourced services, software and maintenance

(181,146)

705,489

77,068

1,161,369

Professional fees

407,113

279,937

610,161

867,397

Marketing, public relations and press releases

26,305

34,038

49,542

161,723

Office supplies, software and hardware

123,168

146,913

237,043

276,607

Lease expenses

97,198

117,466

194,432

206,781

Insurance

132,567

202,889

264,346

415,645

Finance costs

22.4

412,551

684,510

937,413

1,015,516

Expected credit loss Travel and entertainment

Stock exchange and transfer agent costs

4-5

(7,497)

6,029

17,899

7,509,385

18,063

46,852

56,852

33,287

27,440

7,563,508

47,071

64,188

Translation cost and others

47,490

25,228

56,169

33,867

Depreciation of property and equipment

7

22,158

34,251

52,613

69,517

Depreciation of right-of-use assets

7

55,078

95,344

113,870

203,955

Amortization of intangible assets

10

227,298

1,913,438

481,202

3,831,621

Amortization of financing issuance costs

13

16,307

37,904

33,889

61,084

Change in fair value of contingent consideration payable

-

(199,500)

-

(383,064)

Change in fair value of debentures conversion options

-

(22,790)

-

(75,010)

Gain on investment in controlled subsidiary

3.3

(528,020)

-

(528,020)

-

Forgiveness of CEBA loan

15

-

-

-

(20,000)

Loss on sublease

9

-

-

-

158,203

Gain on disposition of property and equipment

7

(68,801)

-

(68,801)

(12,797)

(Gain) Loss on foreign exchange

(119,639)

(12,348)

(97,783)

26,016

2,283,353

14,164,445

5,835,111

20,336,198

Loss before income taxes

(1,849,783)

(13,450,502)

(5,222,380)

(18,856,620)

Income taxes

(6,914)

1,045

(6,914)

9,044

Net loss

(1,842,869)

(13,451,547)

(5,215,466)

(18,865,664)

Net loss attributable to :

Non-controlling interest

25

(96,333)

(776,318)

(217,121)

(1,001,329)

Owners of the parent

(1,746,536)

(12,675,229)

(4,998,345)

(17,864,335)

(1,842,869)

(13,451,547)

(5,215,466)

(18,865,664)

Item that will be reclassified subsequently to profit or loss

Currency translation adjustment

(387,937)

207,907

(424,907)

(369,750)

Total comprehensive loss

(2,230,806)

(13,243,640)

(5,640,373)

(19,235,414)

Total comprehensive loss attributable to:

Non-controlling interest

25

(218,256)

(758,371)

(297,889)

(1,144,067)

Owners of the parent

(2,012,550)

(12,485,269)

(5,342,484)

(18,091,347)

(2,230,806)

(13,243,640)

(5,640,373)

(19,235,414)

Weighted average number of outstanding shares

325,140,867

144,179,544

294,795,660

143,660,990

Basic and diluted loss per share

(0.005)

(0.088)

(0.017)

(0.124)

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 six-month periods ended June 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

-

(301,972)

-

-

-

-

-

(301,972)

-

(301,972)

Issuance of broker compensation warrants

19.2

-

-

-

34,472

-

-

-

34,472

-

34,472

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

232,485,856

181,661

31,941,474

678,880

(828,085)

(268,313,810)

(3,854,024)

13,144,317

9,290,293

Net loss

-

-

-

-

-

-

(4,998,345)

(4,998,345)

(217,121)

(5,215,466)

Other comprehensive loss

-

-

-

-

-

(344,139)

-

(344,139)

(80,768)

(424,907)

Total comprehensive loss for the period

-

-

-

-

-

(344,139)

(4,998,345)

(5,342,484)

(297,889)

(5,640,373)

Balance as at June 30, 2025

325,140,867

232,485,856

181,661

31,941,474

678,880

(1,172,224)

(273,312,155)

(9,196,508)

12,846,428

3,649,920

Capital stock

Number of

Equity to

Contributed

Equity component

of convertible

Accumulated other

comprehensive

Total

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

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

23,366,667

4,193,007

-

-

(468,861)

-

-

3,724,146

-

3,724,146

Share-based compensation

20

-

-

-

8,375

-

-

-

8,375

-

8,375

Payment of contingent consideration

4.1

269,814

539,628

(539,628)

-

-

-

-

-

-

-

Transactions with owners

147,398,226

222,658,717

181,661

27,801,824

933,711

(1,606,808)

(210,359,682)

39,609,423

13,656,428

53,265,851

Net loss

-

-

-

-

-

-

(17,864,335)

(17,864,335)

(1,001,329)

(18,865,664)

Other comprehensive loss

-

-

-

-

-

(227,012)

-

(227,012)

(142,738)

(369,750)

Total comprehensive loss for the period

-

-

-

-

-

(227,012)

(17,864,335)

(18,091,347)

(1,144,067)

(19,235,414)

Balance as at June 30, 2024

147,398,226

222,658,717

181,661

27,801,824

933,711

(1,833,820)

(228,224,017)

21,518,076

12,512,361

34,030,437

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

3

Condensed Interim Consolidated Statements of Cash Flows

For the three and six-month periods ended June 30, 2025, and 2024

(In Canadian dollars) (Unaudited)

Three-month periods ended Six-month periods ended

June 30 June 30

Note

2025

2024

2025

2024

OPERATING ACTIVITIES

Net loss

(1,842,869)

(13,451,547)

(5,215,466)

(18,865,664)

Non-cash items

Expected credit loss

4-5

(7,497)

7,509,385

56,852

7,563,508

Depreciation of property and equipment

7

22,158

34,251

52,613

69,517

Depreciation of right-of-use assets

7

55,078

95,344

113,870

203,955

Amortization of intangible assets

10

227,298

1,913,438

481,202

3,831,621

Amortization of financing issuance costs

13

16,307

37,904

33,889

61,084

Accretion on debentures and bonds

13

167,263

251,576

338,170

435,247

Accretion of lease interest

12

50,427

72,766

104,124

146,627

Interest income on deposit

(1,351)

(1,274)

(2,684)

(2,529)

Change in fair value of contingent consideration payable

-

(199,500)

-

(383,064)

Change in fair value of debentures conversion options

-

(22,790)

-

(75,010)

Share-based compensation

20

-

3,641

258

8,375

Forgiveness of CEBA loan

15

-

-

-

(20,000)

Loss on sublease

9

-

-

-

158,203

Gain on disposition of property and equipment

7

(68,801)

-

(68,801)

(12,797)

Gain on investment in controlled subsidiary

(528,020)

-

(528,020)

-

Loans receivable maturing in more than 12 months

4

37,394

(46,347)

2,106

(78,520)

Deposits made for transactions on platforms, long term

5.2

-

(850,229)

-

(912,489)

Net changes in working capital items

Restricted cash

-

(5,817)

-

(13,484)

Income tax payable

(165,105)

(12,873)

(165,445)

(28,056)

Accounts receivable

5.1

169,280

(492,633)

166,323

(684,714)

Deposits made for transactions on platforms, short term

5.2

-

772,847

-

692,667

Finance lease receivable

9

8,627

2,404

17,148

3,617

Prepayments to third party subcontractors

5.1

52,394

52,246

(14,269)

(30,457)

Other debtors

5.1

(150,075)

112,191

(197,510)

168,311

Loans receivable maturing in less than 12 months

4

717,417

85,646

679,290

(340,299)

Assets held for sale

-

(796)

-

(2,387)

Other prepaid expenses

235,749

220,542

372,987

407,079

Trade accounts payable and accruals

11

3,560

2,111,935

1,038,630

5,131,816

Interest payable on debentures

11

159,493

275,475

511,938

237,317

Advances from third-party customers

11

9,903

1,038

10,500

1,336

Contract liabilities with third-party customers

11

2,442

(109,453)

174,770

63,641

Cash flows from operating activities

(828,928)

(1,640,630)

(2,037,525)

(2,265,549)

INVESTING ACTIVITIES

Property and equipment - Disposals

7

79,227

-

79,227

33,962

Intangible assets - disposals(additions)

10

10,454

(75,040)

10,454

(478,595)

Cash flows from investing activities

89,681

(75,040)

89,681

(444,633)

FINANCING ACTIVITIES

Advances received from a company owned by a Director

11-23

7,616

-

7,616

235,890

Repayment of lease liabilities

12

(217,360)

(155,096)

(322,128)

(218,664)

Promissory note payable

16

-

790,000

50,000

790,000

Repayment of loan payable

17

(91,198)

(139,930)

(131,552)

(270,967)

Repayment of CEBA loan

15

-

-

-

(66,800)

Repayment of Bond

14

(15,000)

-

(15,000)

-

Repayment of credit facility

18

(45,000)

-

(45,000)

-

Proceeds from the issuance of shares and warrants

19

327,420

-

1,467,363

-

Proceeds from the issuance of convertible debentures and warrants

13

1,090,491

1,336,300

1,090,491

2,036,035

Cash flows from financing activities

1,056,969

1,831,274

2,101,790

2,505,494

IMPACT OF FOREIGN EXCHANGE

(407,763)

144,836

(452,101)

(563,990)

Net increase(decrease) in cash

(90,041)

260,440

(298,155)

(768,678)

Cash, beginning of the period

681,971

162,440

890,085

1,191,558

Cash, end of the period

591,930

422,880

591,930

422,880

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

Condensed Interim Consolidated Statements of Financial Position

As at June 30, 2025 and December 31, 2024

(In Canadian dollars) (Unaudited)

As at

As at

June 30,

December 31,

Note

2025

2024

ASSETS

Current

Cash

591,930

890,085

Restricted cash

3,649

3,840

Loans receivable

4

17,507,638

18,186,928

Assets held for sale

123,737

128,091

Debtors

5.1

5,229,151

5,428,616

Finance lease receivable

9

38,635

34,729

Prepaid expenses

416,129

789,116

Other current assets

6

6,642,683

7,733,174

30,553,552

33,194,579

Loans receivable

4

-

58,958

Finance lease receivable

9

36,681

57,735

Deposit

89,126

86,442

Property and equipment

7

1,952,247

2,219,578

Investments

8

952,000

985,500

Intangible assets

10

1,454,885

1,992,479

35,038,491

38,595,271

LIABILITIES

Current

Accounts payable, advances and accrued liabilities

11

22,312,583

21,924,936

Lease liabilities

12

131,312

203,426

Bonds

14

215,000

230,000

CEBA Loan

15

13,200

13,200

Promissory note payable

16

-

1,188,500

Loan payable

17

284,464

470,654

Debentures

13

524,998

664,737

Current tax liabilities

1,718,619

1,884,064

25,200,176

26,579,517

Debentures

13

4,685,710

6,311,738

Lease liabilities

12

1,502,685

1,692,348

Credit facility

18

-

295,426

31,388,571

34,879,029

SHAREHOLDERS' EQUITY

Capital stock

19

232,485,856

228,003,528

Shares to be issued

181,661

181,661

Contributed surplus

31,941,474

30,629,280

Equity component of convertible debentures

13

678,880

899,351

Accumulated other comprehensive loss

(1,172,224)

(828,085)

Deficit

(273,312,155)

(268,313,810)

Shareholders' equity attributable to owners of the parent

(9,196,508)

(9,428,075)

Non-controlling interest

25

12,846,428

13,144,317

Total shareholders' equity

3,649,920

3,716,242

35,038,491

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

  1. - 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 "OTCQB 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.

  2. - 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 $5,215,466 for the six-month period ended June 30, 2025 (June 30, 2024 - $18,865,664), it has an accumulated deficit of $273,312,155 as at June 30, 2025 (year ended December 31, 2024 - $268,313,810) 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. For the six-month period ended June 30, 2025, the Company secured $2,101,790 from financing activities (June 30, 2024 - $2,505,494). This amount is primarily attributable to private placement from equity and promissory notes payable. The Company expects to maintain a similar level of investor commitment over the next twelve months.

    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.

  3. - SUMMARY OF MATERIAL ACCOUNTING POLICIES

    1. Statement of compliance with IFRS

      These condensed interim consolidated financial statements for the six-month period ended June 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 six-month periods ended June 30, 2025, and 2024 were approved and authorized for the issue by the Board of Directors on October 3, 2025

    2. Basis of measurement

      These condensed interim consolidated financial statements are prepared on an accrual basis using the historical cost method.

    3. 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

      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

      Tianjin Wodatong Technology Co., Ltd. ("ASB")

      China

      100%

      Fintech

      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, 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.

    4. 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.

  4. - 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

June 30

2024

December 31

18,990,938

(745,052)

18,308,401

(800,763)

Loans receivable net

Loans receivable maturing in less than 12 months Loans receivable maturing in more than 12 months

17,507,638

17,507,638

-

18,245,886

18,186,928

58,958

17,507,638

18,245,886

For the majority of loans granted, principal and interest are 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 June 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%

83.4%

1.0%

2.0%

Gross Carrying

Allowance for

Net Carrying

June 30, 2025

%

Amount

Credit Loss

Amount

Stage 1: Not overdue <= 30 Days

94.3%

17,273,837

(3,453)

17,270,384

Stage 2: Overdue 30-90 days

0.0%

-

-

-

Stage 3: Overdue> 90 days

5.7%

1,034,564

(797,310)

237,254

100.0%

18,308,401 (800,763) 17,507,638

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

  1. - LOANS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES (CONTINUED)

    The loss allowance for loans to customers as at June 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

    -

    - 4,592

    4,592

    Net remeasurement

    -

    - 52,820

    52,820

    Foreign exchange and other

    -

    - (971)

    (971)

    Loss allowance as at June 30, 2025

    -

    - 796,516

    796,516

    Loss allowance as at January 1, 2025

    Originations net of repayments and other derecognitions Foreign exchange and other

    4

    (1)

    (1)

    Product Type - Residential property

    Total ECL

    Stage 1

    Stage 2 Stage 3

    - 1,400

    - (558)

    - (48)

    1,404

    (559)

    (49)

    Loss allowance as at June 30, 2025

    2

    -

    794

    796

    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

    (1)

    (121)

    -

    -

    -

    -

    -

    -

    3,573

    (1)

    (121)

    Loss allowance as at June 30, 2025

    3,451

    -

    -

    3,451

    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

  2. - DEBTORS AND DEPOSITS MADE FOR TRANSACTIONS ON PLATFORMS

    1. Debtors

      2025

      2024

      June 30

      December 31

      Sales tax receivable

      961,531

      1,010,176

      Advances to companies

      510,644

      264,487

      Accounts receivable (1)

      221,207

      387,530

      Subscriptions receivable from non-controlling interests

      1,358,386

      1,303,309

      Subscriptions receivable of shares and warrants

      -

      300,000

      Prepayments to third party subcontractors (2)

      2,177,383

      2,163,114

      5,229,151

      5,428,616

      1. The Company reassesses the recoverability of each debtor categorized by type of supply chain activity and by customer. The Company identified new indicators of specific deterioration in supply chain activities related to business transactions on the GoldRiver platform. During the six-month period ended June 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

        June 30

        2024

        December 31

        14,789,788

        (14,402,258)

        14,044,379

        (13,823,172)

        Accounts receivable after expected credit loss

        221,207

        387,530

      2. 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.

    2. Deposits made for transactions on platforms

      2025

      2024

      June 30

      December 31

      Deposits made for transactions on platforms with guarantee (1)

      26,935,211

      27,895,379

      Deposits made for transactions on platforms before expected credit loss

      26,935,211

      27,895,379

      Less expected credit loss (ECL)

      (26,935,211)

      (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 six-month period ended June 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.

  3. - OTHER CURRENT ASSETS

    Other current assets (1)

    2025

    June 30

    2024

    December 31

    7,733,174

    6,642,683

    6,642,683

    7,733,174

    (1) Of the total amount closed through the combined private placements of August 1st, 2023, August 18th, 2023 and September 8th, 2023, as described in the note 13, the Company had funds from convertible debentures recorded in other current assets amounting to $7,733,174 as at December 31, 2024. The funds from convertible debentures were still in process of being transferred to the Company from a bank account in China owned by a Director and officer of the Company and were under the control of a Company's holding subsidiary as at December 31, 2024. During the six-month period ended June 30, 2025, the Company was able to allocate $1,090,491 to its North American operations which reduced the balance of other current assets.

  4. - PROPERTY AND EQUIPMENT

    Gross carrying amount

    Balance as at January 1, 2025 Disposals

    Right-of-Use

    Assets

    3,985,776

    (90,506)

    IT & Office Equipment

    680,716

    (38,780)

    Leasehold Improvement

    405,059

    -

    Vehicles & Other

    Equipment

    191,393

    (32,368)

    Total

    5,262,944

    (161,654)

    Balance as at June 30, 2025

    3,895,270

    641,936

    405,059

    159,025

    5,101,290

    Accumulated amortization

    Balance as at January 1, 2024

    2,451,506

    343,500

    66,978

    181,382

    3,043,366

    Depreciation

    113,870

    33,476

    19,137

    -

    166,483

    Disposals

    (12,266)

    (29,972)

    -

    (30,750)

    (72,988)

    Exchange differences

    11,728

    115

    -

    339

    12,182

    Balance as at June 30, 2025

    2,564,838

    347,119

    86,115

    150,971

    3,149,043

    Net carrying amount as at June 30, 2025

    1,330,432

    294,817

    318,944

    8,054

    1,952,247

    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 six-month period ended June 30, 2025, the Company disposed IT & Office Equipment and Vehicules & Other Equipment having a combined net book value of $10,426 for a total net proceeds of $6,425. Consequently, a loss on disposition of property and equipment of $4,001 ((June 30, 2024 - a gain of $12,797) was recorded in the consolidated statement of comprehensive profit and loss.

    During the six-month period ended June 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 $72,803. Consequently, a gain on disposition of property and equipment of $72,803 was recorded in the consolidated statement of comprehensive profit and loss.

  5. - INVESTMENTS

    Other equity investments (1)

    2025

    June 30

    2024

    December 31

    985,500

    952,000

    952,000

    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 $952,000 as at June 30, 2025 (December 31, 2024 - $985,500).

    The movement during the six-month period ended June 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

    June 30

    2024

    December 31

    1,183,005

    (266,085)

    68,580

    985,500

    -(33,500)

    Balance at the end of the period

    952,000

    985,500

  6. - FINANCE LEASE RECEIVABLE

    2025

    2024

    June 30

    December 31

    Balance at the beginning of the year

    92,464

    -

    Additions

    -

    100,980

    Rental payments received

    (17,148)

    (8,516)

    Balance at the end of the period

    75,316

    92,464

    Current Portion

    38,635

    34,729

    Non-current Portion

    36,681

    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, Ontario 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 June 30, 2025 were as follows:

    As at June 30, 2025 Payments to be received by period

    1 year 2 - 5 years Beyond 5 years Total

    Lease payments to be received 41,555 37,530 -

    79,085

    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 $3,769 as at June 30, 2025 ($8,277 - June 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 six-month period ended June 30, 2025.

    TENET FINTECH GROUP INC. Notes to Condensed Interim Consolidated Financial Statements

    For the six-month periods ended June 30, 2025, and 2024

    (In Canadian dollars) (Unaudited)

  7. - INTANGIBLE ASSETS

    The carrying value of the intangible assets as at June 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 June 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

    71,500

    -

    -

    -

    409,452

    -

    250

    481,202

    Exchange differences

    -

    -

    -

    -

    45,938

    -

    -

    45,938

    Balance as at June 30, 2025

    929,500

    19,508,201

    2,708,222

    24,924,238

    5,914,278

    10,254,843

    5,284,918

    69,524,200

    Net carrying amount as at June 30, 2025

    500,500

    -

    -

    -

    952,303

    -

    2,082

    1,454,885

    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

  8. - ACCOUNTS PAYABLE, ADVANCES AND ACCRUED LIABILITIES

    2025

    2024

    June 30

    December 31

    Trade accounts payable and accruals

    16,683,362

    16,867,812

    Advances received from a company owned by a Director, no interest (1)

    704,091

    720,983

    Advances from third-party customers, no interest

    56,207

    45,707

    Contract liabilities with third-party customers, no interest (2,3)

    2,339,141

    2,164,371

    Interest payable on debentures (note 13)

    702,622

    209,383

    Provision for legal settlement (4)

    1,637,160

    1,726,680

    Advances from third-party

    190,000

    190,000

    22,312,583

    21,924,936

    1. During the six-month period ended June 30, 2025, a Company owned by a Director of the Company, made a series of short-term loans totally approximately

      $7,616 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 June 30, 2025 is $704,091 (December 31, 2024 - $720,983). The foreign exchange impact was a gain of $24,508.

    2. Advance from downstream corporate clients for supply chain bundle service fee.

    3. The table below summarizes the significant changes in contract liabilities with third-party customers.

      2025

      2024

      June 30

      December 31

      Balance at the beginning of the year

      2,164,371

      2,019,404

      Increase in contract liabilities during the period

      714,598

      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

      (9,337)

      (15,083)

      Revenue recognized for Contract liabilities originated during the period

      (428,772)

      (1,422)

      Other

      (21,806)

      -

      Exchange differences

      (79,914)

      117,228

      Balance at the end of the period

      2,339,141

      2,164,371

    4. 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 Dcember 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 Canadians 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 six-month period ended June 30, 2025, the Company recorded a foreign exchange gain of $89,520 related to this revaluation. As a result, the balance recorded in accounts payable, advances and accrued liabilities as at June 30, 2025 is $1,637,160.

  9. - LEASE LIABILITIES

    2025

    2024

    June 30

    December 31

    Balance at the beginning of the year

    1,895,774

    2,787,836

    Adjustment

    -

    (591,303)

    Accretion interest

    104,124

    264,794

    Lease payments

    (322,128)

    (546,425)

    Effect of exchange rate change on obligation

    (43,773)

    (19,128)

    Balance at the end of the period

    1,633,997

    1,895,774

    Current Portion

    131,312

    203,426

    Non-current Portion

    1,502,685

    1,692,348

    The Company's obligations regarding lease payments as at June 30, 2025, and December 31, 2024, were as follows:

    As at June 30, 2025 Payments due by period

    1 year 2 - 5 years Beyond 5 years Total

    Lease payments 496,786 1,588,693 1,217,751

    3,303,230

    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

  10. - DEBENTURES

    The carrying value of the debentures as at June 30, 2025 and 2024, was as follows:

    2025

    2024

    June 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)

    75,000

    214,737

    Debenture issuance of August 1, 2023 (note 13.3)

    2,148,814

    2,001,270

    Debenture issuance of August 18, 2023 (note 13.4)

    312,432

    2,039,815

    Debenture issuance of September 8, 2023 (note 13.5)

    583,196

    544,405

    Debenture issuance of Februaty 2, 2024 (note 13.6)

    701,974

    863,944

    Debenture issuance of Februaty 27, 2024 (note 13.7)

    358,474

    326,979

    Debenture issuance of April 16, 2024 (note 13.8)

    580,819

    535,325

    Debentures

    5,210,710

    6,976,475

    Debentures, short-term

    Debentures, long-term

    524,998

    4,685,710

    664,737

    6,311,738

    5,210,708

    6,976,475

    As at June 30, 2025, $702,622 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 six-month periods ended June 30, 2025 and 2024 were respectively $Nil and $208,717.

    1. 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.

      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 $1.50 or more for three consecutive trading days.

      Tenet also granted 179,900 finder's compensation warrants to eligible persons who helped place the debenture units entitling them to purchase a number of Tenet common shares equal to 7% of the value of debentures they help place, at a price of $2.00 per common share for a 24-month period following the closing date.

      The Company used the residual value method to allocate the principal amount of the debentures between the liability, the conversion component of the debentures and the warrants. Under this method, an amount of $319,209 and $465,825 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 $2,093,772 was computed as the present value of future principal and interests, discounted at a rate of 29%, net of the prorated share of transaction costs.

      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 April 24, 2023, $2,000,000 of convertible debentures were converted into common shares of the Company. At the date of conversion, these debentures had an amortized cost totalling $1,443,894. The Company issued 2,816,901 common shares to the debenture holder and recorded $1,443,894 in share capital.

      Subsequently during the year of 2023, an additional 5,183,099 common shares were issued to the same debenture holder, for a total of 8,000,000 common shares, to bring down the overall conversion price average of the $2,000,000 convertible debentures to 0.25$ per share.

      On October 24, 2023, $400,000 of convertible debentures were converted into common shares of the Company. At the date of conversion, these debentures had an amortized cost totalling $316,463. The Company issued 1,600,000 common shares to the debenture holder and recorded $316,463 in share capital.

      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 as per the initial terms of the convertible debentures, up to the six-month period ended June 30, 2025.

      The movement during the six-month period ended June 30, 2025 and twelve-month period ended December 31, 2024, relating to those debentures, was as follows:

      2025

      2024

      June 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 June 30, 2025, $40,168 of interest payable on debenture is recorded in accounts payable, advances and accrued liabilities (December 31, 2024 - $21,834).

      The fair value of the 179,900 finder's warrants was calculated at $54,417 and recorded as issuance of broker compensation warrants in the condensed interim consolidated statements of changes in equity as at the date of issuance. The fair value was calculated using the Black & Scholes option pricing model with the following assumptions:

      Share price at the date of grant

      $0.77

      Expected life

      2 years

      Risk-free interest rate

      3.93%

      Expected volatility

      114%

      Dividend

      0%

      Exercise price at the date of grant

      The volatility was determined by using the Company's own historical volatility over a period corresponding to expected life of the share options.

      $2.00

    2. 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.

      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 $1.50 or more for three consecutive trading days.

      Tenet also granted 221,250 finder's compensation warrants to eligible persons who helped place the debenture units entitling them to purchase a number of Tenet common shares equal to approximately 7% of the value of debentures they help place, at a price of $2.00 per common share for a 24-month period following the closing date.

      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 $353,172 and $504,901 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 $2,419,765 was computed as the present value of future principal and interest, discounted at a rate of 29%, net of the prorated share of transaction costs.

      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 May 9, 2023, $3,040,000 of convertible debentures were converted into common shares of the Company. At the date of conversion, these debentures has an amortized cost totalling $2,162,311. The Company issued 3,040,000 common shares to the debenture holders and recorded $2,162,311 in share capital.

      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 $65,000 was repaid during the three-month period ended June 30, 2025, resulting in the remaining value of $75,000 as at June 30, 2025. The Company is in the process of negotiating an extension with the holders. Interest expense has been accrued as per the initial terms of the convertible debentures, up to the six-month period ended June 30, 2025.

      The movement during the six-month period ended June 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

      June 30

      2024

      December 31

      214,737

      (95,000)

      363,344

      -

      Balance at inception or beginning of the year

      119,737

      363,344

      Conversion of debentures

      (48,804)

      (238,104)

      Interest and accretion of debentures

      3,597

      74,642

      Amortization of financing issuance costs

      470

      14,855

      Balance at the end of the period

      75,000

      214,737

      As at June 30, 2025, $18,083 of interest payable on debenture is recorded in accounts payable, advances and accrued liabilities (December 31, 2024 - $18,043).

      The fair value of the 221,250 finder's warrants was calculated at $77,632 and recorded as issuance of broker compensation warrants in the condensed interim consolidated statements of changes in equity as at the date of issuance. The fair value was calculated using the Black & Scholes option pricing model with the following assumptions:

      Share price at the date of grant

      $0.89

      Expected life

      2 years

      Risk-free interest rate

      3.76%

      Expected volatility

      109%

      Dividend

      0%

      Exercise price at the date of grant

      The volatility was determined by using the Company's own historical volatility over a period corresponding to expected life of the share options.

      $2.00

    3. 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 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 $5.00 or more for three consecutive trading days.

      Tenet also granted 40,000 finder's compensation warrants to eligible persons who helped place the debenture units entitling them to purchase a number of Tenet common shares equal to approximately 5% of the value of debentures they help place, at a price of $0.50 per common share for a 24-month period following the closing date.

      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 $238,838 and $668,090 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 $1,673,174 was computed as the present value of future principal and interest, discounted at a rate of 30%, net of the prorated share of transaction costs.

      The movement during the six-month period ended June 30, 2025 and twelve-month period ended December 31, 2024, relating to those debentures, was as follows:

      2025

      2024

      June 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

      144,561

      237,987

      Amortization of financing issuance costs

      2,983

      5,966

      Balance at the end of the period

      2,148,814

      2,001,270

      As at June 30, 2025, $213,926 of interest payable on debenture is recorded in accounts payable, advances and accrued liabilities (December 31, 2025 - $24,250).

      The fair value of the 40,000 finder's warrants was calculated at $4,997 and recorded as issuance of broker compensation warrants in the condensed interim consolidated statements of changes in equity as at the date of issuance. The fair value was calculated using the Black & Scholes option pricing model with the following assumptions:

      Share price at the date of grant

      $0.24

      Expected life

      2 years

      Risk-free interest rate

      4.72%

      Expected volatility

      133%

      Dividend

      0%

      Exercise price at the date of grant

      The volatility was determined by using the Company's own historical volatility over a period corresponding to expected life of the share options.

      $0.50

    4. 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.

      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 $5.00 or more for three consecutive trading days.

      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 $666,241 and $1,952,366 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 $5,006,393 was computed as the present value of future principal and interest, discounted at a rate of 30%.

      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 six-month period ended June 30, 2025 and twelve-month period ended December 31, 2024, relating to those debentures, was as follows:

      2025

      2024

      June 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

      29,874

      242,352

      Balance at the end of the period

      312,432

      2,039,815

      As at June 30, 2025, $28,333 of interest payable on debentures is recorded in accounts payable, advances and accrued liabilities (December 31, 2024 - $16,250).

    5. 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 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 $5.00 or more for three consecutive trading days.

      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 $64,915 and $181,218 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 $463,867 was computed as the present value of future principal and interest, discounted at a rate of 30%.

      The movement during the six-month period ended June 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

      June 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

      38,792

      63,862

      Balance at the end of the period

      583,196

      544,405

      As at June 30, 2025, $127,972 of interest payable on debentures is recorded in accounts payable, advances and accrued liabilities (December 31, 2024 - $500).

    6. 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).

      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 six-month period ended June 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

      June 30

      2025

      June 30

      -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)

      54,449

      20,346

      (134,001)

      119,388

      55,070

      Balance at the end of the period

      701,974

      863,944

      As at June 30, 2025, $131,956 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

      1. 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.

    7. 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 six-month period ended June 30, 2025 and twelve-month period ended December 31, 2024, relating to those debentures, was as follows:

      2025

      2025

      June 30

      June 30

      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

      25,987

      46,438

      Amortization of financing issuance costs

      5,508

      12,181

      Balance at the end of the period

      358,474

      326,979

      As at June 30, 2025, $49,500 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

      1. 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.

    8. 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 six-month period ended June 30, 2025 and twelve-month period ended December 31, 2024, relating to those debentures, was as follows:

      2025

      2025

      June 30

      June 30

      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

      40,910

      88,123

      Amortization of financing issuance costs

      4,584

      15,823

      Balance at the end of the period

      580,819

      535,325

      As at June 30, 2025, $92,684 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

      1. 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.

  11. - 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. Interest expense has been accrued as per the initial terms of the bonds, up to six-month period ended June 30, 2025.

The movement during the six-month period ended June 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

June 30

2024

December 31

400,000

(170,000)

230,000

(15,000)

Balance at the end of the period

215,000

230,000

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 June 30, 2025 was $13,200.

  1. - PROMISSORY NOTES PAYABLE

    During the six-month period ended June 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 June 30, 2025 was $Nil (December 31, 2024 -

    $1,188,500).

  2. - 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. This loan was a non-cash transaction, directly with the insurance provider. The balance outstanding of the loan as at June 30, 2025 was $284,464 (December 31, 2024 - $470,654).

  3. - 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 $5M 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 six-month period ended June 30, 2025, the amount totalling $295,426 was repaid from the previously outstanding balance of the credit facility outstanding. The balance outstanding of the credit facility as at June 30, 2025 was $Nil (December 31, 2024 - $295,426).

  4. - SHAREHOLDERS' EQUITY

    1. Authorized share capital

      The share capital of the Company consists of an unlimited authorized number of common shares without par value.

    2. Description of the shareholders' equity operations during the six-month periods ended June 30, 2025

      1. During the six-month period ended June 30, 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.

      2. During the six-month period ended June 30, 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.

      3. On March 13, 2025, the Company announced to issue 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).

    3. Description of the shareholders' equity operations during the six-month periods ended June 30, 2024

      1. 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.

      2. During the period ended June 30, 2024 and as mentioned in note 13.4 and 15.7, convertible debentures having a nominal value of $5,505,000 and an amortized costs of $3,724,146 were converted into 23,366,667 common shares. The Company recorded a total of $4,193,007 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 $468,861.

    4. Warrants

      The outstanding warrants movement as at June 30, 2025 and December 31, 2024 and the respective changes during the year, are summarized as follows:

      Outstanding, beginning of year Granted

      Expired

      June 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

      74,583,340

      (8,023,096)

      0.35

      0.15

      2.00

      Outstanding and exercisable, end of period

      211,020,240

      0.25

      144,459,996

      0.35

      As at June 30, 2025, and December 31, 2024, the number of outstanding warrants which could be exercised for an equivalent number of common shares.

      June 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

      10,392,000 0.50

      August, 2025

      40,000

      0.50

      40,000 0.50

      August, 2025

      30,500,000

      0.50

      30,500,000 0.50

      September, 2025

      2,840,000

      0.50

      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

      60,000

      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

      - -

      211,020,240

      144,459,996

  5. - 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.

  1. - SHARE-BASED PAYMENTS (CONTINUED)

    The outstanding options movement as at June 30, 2025 and December 31, 2024, are summarized as follows:

    Outstanding at the beginning of year Expired

    Forfeited

    June 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)

    -

    2.26

    1.00 -

    Outstanding at the end of period

    1,960,940

    2.74

    2,706,440

    2.26

    Exercisable at the end of period

    1,960,940

    2.74

    2,697,849

    2.26

    The table below summarizes the information related to outstanding share options as at June 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

    3 months

    November 6, 2025

    2.70

    50,000

    4 months

    March 22, 2026

    5.50

    55,000

    8 months

    July 7, 2026

    4.10

    700,000

    12 months

    October 28, 2026

    11.50

    25,000

    1 years and 3 months

    January 1, 2027

    7.50

    9,312

    1 years and 6 months

    February 1, 2027

    5.60

    4,256

    1 years and 7 months

    April 1, 2027

    4.16

    8,865

    1 years and 9 months

    July 1, 2027

    1.65

    1,971

    2 years and 0 months

    December 1, 2027

    0.85-1.32

    10,055

    2 years and 5 months

    February 1, 2028

    0.95

    21,481

    2 years and 7 months

    1,960,940

    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 six-month period ended June 30, 2025, the Company recorded an $258 related to share-based payments (June 30, 2024 - $8,375) to the condensed interim consolidated statements of comprehensive profit and loss and contributed surplus.

  2. - 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 $3,649,920 as at June 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.

  3. - FINANCIAL INSTRUMENTS

    1. Classification of financial instruments

      As at June 30, 2025, the carrying amount of financial assets and financial liabilities were as follows:

      June 30, 2025

      Assets and

      Assets and

      liabilities

      liabilities

      carried at

      carried at

      Total

      fair value

      amortized cost

      carrying value

      Financial assets

      Cash

      -

      591,930

      591,930

      Restricted Cash

      -

      3,649

      3,649

      Debtors

      -

      4,267,620

      4,267,620

      Loans receivable

      -

      17,507,638

      17,507,638

      Deposit

      -

      89,126

      89,126

      Other equity investments

      952,000

      -

      952,000

      Other current assets

      -

      6,642,683

      6,642,683

      952,000

      29,102,646

      30,054,646

      Financial liabilities

      Accounts payable, advances and accrued liabilities Bonds

      CEBA Loan Debentures

      Loan payable

      -

      -

      -

      -

      -

      20,239,991

      215,000

      13,200

      5,210,710

      284,464

      20,239,991

      215,000

      13,200

      5,210,710

      284,464

      -

      25,963,365

      25,963,365

      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

      22 - FINANCIAL INSTRUMENTS (CONTINUED)

    2. 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.

    3. Financial risks

      1. 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 plateform (refer to note 4 & 5.2). The credit risk is not significant for other financial instruments.

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:

June 30, 2025

Current

Long-term

Within 6 months

6 to 12 months

More than 12 months

Accounts payable, advances and accrued liabilities

20,239,991

-

-

Bonds

215,000

-

-

CEBA loan

13,200

-

-

Debentures

525,000

-

5,998,000

Loan payable

284,464

-

-

21,498,655

-

5,998,000

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

22.4 Finance costs

The breakdown of finance costs during the six-month period ended June 30, 2025 and 2024 is as follows:

2025

2024

2025

2024

June 30

June 30

June 30

June 30

Three-month

Three-month

Six-month

Six-month

Interest on lease liabilities (note 12)

50,427

72,766

104,124

146,627

Interest on debentures and bonds

172,465

96,831

349,616

325,809

Interest on advances

1,625

5,752

53,250

5,752

Interest on credit facility

-

-

7,386

-

Interest on finance lease

(1,012)

(1,235)

(2,130)

(1,235)

Accretion on debentures and bonds

167,263

251,576

338,170

435,247

Interest on debentures relinquished

-

192,876

-

-

Interest, loan payable

5,121

9,215

12,726

22,888

Interest, promissory note payable

-

17,106

24,637

33,258

Total interest expense

395,889

644,887

887,779

968,346

Interest income

(1,502)

(5,405)

(3,040)

(11,591)

Miscellaneous

18,164

45,028

52,674

58,761

Total Finance costs

412,551

684,510

937,413

1,015,516

22 - FINANCIAL INSTRUMENTS (CONTINUED)

22.5 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.

23 - 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 (started on January 1, 2025), 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

June 30

Three-month

2024

June 30

Three-month

467,746

2025

June 30

Six-month

2024

June 30

Six-month

935,461

405,385

810,770

405,385

467,746

810,770

935,461

These transactions occurred in the normal course of operations and have been measured at fair value.

As at June 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

June 30

2024

December 31

1,809

2,500,000

-2,500,000

Tatal amounts owed to the Company by related parties

2,500,000

2,501,809

Advances received from a company owned by a Director, no interest (2) Debentures , with interest (1)

Debentures, interest payable (3)

704,091

2,576,185

339,713

720,983

2,407,008

181,463

Total amount owed to related parties by the Company

3,619,989

3,309,454

  1. On August 1, 2023, the Company sold 2,598 units of convertible debentures (including 2,000 units to related parties at the time of the closing date) for gross proceeds of$2,598,000 (including $2,000,000 to related parties) as described in note 13.4. On September 8, 2023, the Company sold another 710 units of convertible debentures to related parties for gross proceeds of $710,000 as described in note 13.5. As at December 31, 2024, out of the total

    $2,710,000 of convertible debentures sold to related parties, $210,000 were collected by the Company in Canada and $2,500,000 are recorded in other current assets (note 6). On April 16, 2024, the Company sold 2,015 units of convertible debentures (including 475 units to related parties at the time of the closing date) for gross proceeds of $2,015,000 (including $475,000 to related parties) as described in note 13.8. The $475,000 worth of units were used to repay advances previously received from a company owned by a Officer and Director of the Company in order to partially repay the balance owed to him by the Company (refer to note 11). The amortized cost of the debentures due to related parties totalling $2,576,185 are recorded in Debentures (note 13).

  2. During the course of 2023 and 2024, 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 June 30, 2025 is $704,091 (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).

  3. As at June 30, 2025, $339,713 of debentures, interest payable due to related parties are recorded in accounts payable, advances and accrued liabilities (note 11).