2024 – Q4 Financial Statements

Financial Statements

For the Years Ended December 31, 2024 and 2023 (Expressed in United States Dollars)

April 25, 2025

Baker Tilly WM LLP

900 - 400 Burrard Street Vancouver, British Columbia Canada V6C 3B7

T: +1 604.684.6212

F: +1 604.688.3497

vancouver@bakertilly.ca

https://www.bakertilly.ca

To the Shareholders of Yangaroo Inc.:

Opinion

We have audited the financial statements of Yangaroo Inc. (the "Company"), which comprise the statements of financial position as at December 31, 2024 and 2023, and the statements of net income (loss) and comprehensive income (loss), statements of changes in equity and statements of cash flows for the years then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 2 in the financial statements, which describes the conditions indicating that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Material Uncertainty Related to Going Concern section of our auditor's report, we have determined the matters described below to be the key audit matters to be communicated in our report.

Baker Tilly WM LLP is a member of Baker Tilly Canada Cooperative, which is a member of the global network of Baker Tilly International Limited. All members of Baker Tilly Canada Cooperative and Baker Tilly International Limited are separate and independent legal entities.

Other Information

Management is responsible for the other information. The other information comprises the information included in the Management's Discussion and Analysis filed with the relevant Canadian securities commissions.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit and remain alert for indications that the other information appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Anna C. Moreton.

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, B.C.

April 25, 2025

For the years ended December 31, 2024 and 2023 (Expressed in United States dollars)

Shares Share Capital

1. Nature of Operations

   YANGAROO Inc. ("YANGAROO" or "the Company") is a software company that is the provider of workflow management solutions within the media and entertainment ecosystem. The Company's Digital Media Distribution System (DMDS) platform is a patented cloud-based technology that provides customers with a fully integrated workflow and broadcaster connected managed network for digital content delivery and related data management across the advertising, music, and entertainment award show markets.

   YANGAROO Inc. is a publicly listed company incorporated on July 28, 1999 under the laws of Ontario as Musicrypt.com Inc. and changed to its present name on July 17, 2007. YANGAROO trades on the TSX Venture Exchange (TSX-V) under the symbol YOO and in the U.S. under OTCPK: YOOIF.

   The address of the Company's corporate office and principal place of business is 360 Dufferin Street, Suite 203, Toronto, Ontario, M6K 3G1.

2. Basis of Preparation
   1. Basis of compliance

      These financial statements of the Company have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and with interpretations of the IFRS Interpretations Committee ("IFRIC"), as issued by the International Accounting Standards Board ("IASB"). The accounting policies applied in these financial statements are based on IFRS issued and outstanding as of December 31, 2024.

      These financial statements were authorized for issue by the Board of Directors on April 25, 2025.

   2. Basis of measurement

      The financial statements have been prepared on the historical cost basis except certain financial instruments measured at fair value and on an accrual basis except for cash flow information.

      The financial statements are presented in US dollars, which is also the Company's functional currency.

      The financial statements were prepared on a going concern basis, which assumes that YANGAROO will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

      The Company has generated net and comprehensive income of $536,413 and positive cash flows from operations of $1,647,984 for the year ended December 31, 2024, and has a working capital deficit of

      $1,841,495 as at December 31, 2024.The Company's ability to continue as a going concern is dependent upon the Company's ability to successfully refinance the term loan of $1,197,822, which is expected to mature on June 26, 2025, or to repay the term loan through equity financing, debt financing, or rights offerings from existing shareholders. There is no assurance that the Company will successfully raise sufficient funds through equity financing. As a result of these conditions, there is material uncertainty that may cast

      significant doubt regarding the Company's ability to continue as a going concern. These financial statements do not reflect the adjustments that might be necessary to the carrying amount of reported assets, liabilities, revenue, and expenses and the statement of financial position classification used if the Company was unable to continue operations in accordance with this assumption. Such adjustments could be material.

   3. Significant accounting judgements and sources of estimation uncertainty

      The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the reported amounts and the valuation of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the period reported.

      The most significant judgements and estimates made by management in preparing the Company's financial statements are described as follows:

      Judgements

      The Company applied judgement for the following accounting policies.

      1. Revenue recognition

         To the extent a contract includes multiple performance obligations, the Company applies judgement to determine whether these performance obligations are capable of being distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation. Additionally, recognition of revenue requires significant judgement to determine if revenue is recognized at a point in time or over time.

      2. Investment tax credits

         The Company uses judgement to determine the reasonable assurance of collection and estimates the valuation of investment tax credits to be accrued.

      3. Collectability of accounts receivable

         The Company applies judgement to measure estimated credit loss on accounts receivable at an amount equal to the lifetime expected credit loss ("ECL"). The Company applies judgement to evaluate each receivable at year end based on factors such as the age of the receivable, payment risk, and credit risk.

      4. Share-based payments

         Share-based payments which include stock options and Restricted Share Units ("RSU") granted to employees, officers and directors and warrants granted to agents and debenture holders, to the extent that they are not measured at the fair value of the services received, are based on the fair value at the date of the award. Stock options are valued using the Black-Scholes option pricing model, which includes inputs that require management's estimates and assumptions, and judgement with respect to the expected forfeiture rate.

      5. Capitalized software development costs

         The Company uses judgement to determine when internally generated software development costs are available for intended use and to assess if expenditures meet the criteria for capitalization under IAS 38.

      6. Functional and Presentation Currency

   These financial statements are presented in US dollars, which is the functional currency of the Company. Transactions in foreign currencies are translated to the respective functional currencies of the Company at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency using the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency using the exchange rate at the date that the fair value was determined. Revenues and expenses are measured using the actual exchange rates prevailing on the dates of the transactions. Gains and losses resulting from re-measurement are recorded in the Company's profit or loss as Foreign exchange (loss) gain.

   Estimates

   The Company applied estimates for the following accounting policies.

   1. Business combinations

      On initial recognition, the assets and liabilities of the acquired business and consideration paid for them are included in the statement of financial position at their fair value. In measuring fair value, management uses estimates of future cash flows and discount rates.

   2. Contingent consideration

      The Company measures the contingent consideration payable in a business combination at the estimated fair value at each reporting date. The fair value is estimated using a probability weighted approach, which includes inputs that require management's estimates and assumptions. The Company applies judgement annually at every anniversary of the acquisition to remeasure the contingent consideration based on the revenue history of the related Millenia3 customers.

3. Material Accounting Policy Information

   The accounting policies set below have been applied consistently to all years presented in these financial statements, except as otherwise noted.

   1. Cash

      Cash in the statements of financial position is comprised of cash on deposit at banks.

   2. Financial instruments

      1. Recognition

         The Company recognizes a financial asset or financial liability on the statement of financial position when it becomes party to the contractual provisions of the financial instrument, except for trade receivables and debt securities which are initially recognized when they are originated. Financial assets are initially measured at fair value, and are derecognized either when the Company has transferred substantially all the risks and rewards of ownership of the financial asset, or when cash flows expire. Financial liabilities are initially measured at fair value and are derecognized when the obligation specified in the contract is discharged, cancelled or expired.

         A write-off of a financial asset (or a portion thereof) constitutes a derecognition event. Write- off occurs when the Company has no reasonable expectations of recovering the contractual cash flows on a financial asset.

         Classification and Measurement

         The Company determines the classification of its financial instruments at initial recognition. Financial assets and financial liabilities are classified according to the following measurement categories:

         • those to be measured subsequently at fair value, either through profit or loss ("FVTPL") or through other comprehensive income ("FVTOCI"); and,

         • those to be measured subsequently at amortized cost.

           The classification and measurement of financial assets after initial recognition at fair value depends on the business model for managing the financial asset and the contractual terms of the cash flows. Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding, are generally measured at amortized cost at each subsequent reporting period. Interest income and expense are recognized using the effective interest rate (EIR) method. The EIR is the rate that discounts estimated future cash payments or receipts over the expected life of the financial instrument, or a shorter period where appropriate, to the gross carrying amount of the financial asset or to the amortized cost of the financial liability. All other financial assets are measured at their fair values at each subsequent reporting period, with any changes recorded through profit or loss or through other comprehensive income (which designation is made as an irrevocable election at the time of recognition).

           After initial recognition at fair value, financial liabilities are classified and measured at either:

         • amortized cost;

         • FVTPL, if the Company has made an irrevocable election at the time of recognition, or when required (for items such as instruments held for trading or derivatives); or,

         • FVTOCI, when the change in fair value is attributable to changes in the Company's credit risk.

           The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

           Transaction costs that are directly attributable to the acquisition or issuance of a financial asset or financial liability classified as subsequently measured at amortized cost or at FVTOCI are included in the fair value of the instrument on initial recognition. Transaction costs for financial assets and financial liabilities classified at FVTPL are expensed in profit or loss.

           The Company's financial assets consist of cash, which is classified and measured at FVTPL, with realized and unrealized gains or losses related to changes in fair value reported in profit or loss, and accounts and other receivables which are classified and measured at amortized cost. The Company's financial liabilities consist of trade and other payables, revolving credit facility, convertible debentures, and the term loan facility which are classified and measured at amortized cost using the effective interest method, the embedded derivative liability and the contingent consideration are classified and measured at FVTPL. Interest expense is reported in profit or loss.

           Impairment

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

      2. Fair value

         The Company's accounting policies and disclosures may require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

         In establishing fair value, the Company uses a fair value hierarchy based on the levels as defined below:

         • Level 1 fair value measurements are based on unadjusted quoted market prices.

         • Level 2 fair value measurements are based on valuation models and techniques where the significant inputs are derived from quoted indices.

         • Level 3 fair value measurements are those with inputs for the asset or liability that are not based on observable market data.

           The recorded amounts for accounts receivables and trade and other payables approximate their fair value due to their short-term nature. The fair value of cash is measured using Level 1. The fair value of the embedded derivative liability (note 14) and contingent consideration (note 6) are measured using Level 3.

           There were no transfers of fair value measurements between level 1, 2 and level 3 of the fair value hierarchy in the year ended December 31, 2024 and 2023.

   3. Property and equipment

      1. Recognition and measurement

         Items of property and equipment are measured initially at cost and subsequently at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset.

         When parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment.

         Gains and losses on disposal of an item of property and equipment are determined by comparing the proceeds from disposal with the carrying amount of property and equipment and are recognized net within general and administrative expenses in profit or loss.

      2. Subsequent costs

         The cost of replacing a part of an item of property and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company, and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in the profit or loss as incurred.

      3. Depreciation

         Depreciation is calculated based on the cost of the asset less its estimated residual value.

         Depreciation is recognized in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the assets.

         The estimated useful lives are as follows:

         • Office equipment - 5 years

         • Computer equipment - 3 years

         • Computer software - 3 years

         • Leasehold improvements - 5 years or the term of lease

         • Right of use assets - duration of underlying lease agreement

           Depreciation methods, useful lives and residual values are reviewed at financial year end and adjusted on a prospective basis if appropriate. Fully depreciated assets no longer in use are written off.

   4. Impairment

      1. Financial assets

         The Company prospectively estimates the ECL associated with the financial assets accounted for at amortized cost. The impairment depends on whether there is a significant increase in the credit risk. For accounts receivable, the Company measures loss allowances at an amount equal to the lifetime ECL and judgement using historical data. The Company recognizes in profit or loss the amount of expected credit losses (or reversal thereof) that is required to adjust the loss allowance at the reporting date to the required amount.

      2. Non-financial assets

         Other non-financial assets, comprised of property and equipment, intangible assets and goodwill, are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable, goodwill is tested annually. Where the carrying value of an asset exceeds its recoverable amount, which is the higher of its value in use and fair value less costs of disposal, the asset is written down to its recoverable amount.

         Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset's cash-generating unit, which is the lowest group of assets in which the asset belongs for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets. The Company has one cash-generating unit for which impairment testing is performed.

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

   5. Goodwill and other intangible assets

      1. Goodwill/Intangible Assets

         Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value at the date of acquisition. Acquisition related transaction costs are expensed as incurred. Identifiable assets and liabilities, including intangible assets, of acquired businesses are recorded at their fair value at the date of acquisition. When the Company acquires control of a business, any previously held equity interest also is re-measured to fair value. The excess of the purchase consideration and any previously held equity interest over the fair value of identifiable net assets acquired is goodwill. If the fair value of identifiable net assets acquired exceeds the purchase consideration and any previously held equity interest, the difference is recognized in profit or loss as a gain on bargain purchase.

         Contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not

         remeasured and settlement is accounted for within equity. Otherwise, contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.

      2. Research and Development

         Expenditure on research activities is recognized in profit or loss when incurred. Development expenditure on internally generated software is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, and once available for use, software development expenditure is measured at cost less accumulated amortization and any accumulated impairment losses.

         Subsequent expenditure

         Subsequent expenditure on internally generated software is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognized in profit or loss.

         Other intangible assets

         Other intangible assets, including customer relationships and brand that are acquired by the Company and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.

         Amortization

         Amortization is calculated using the straight-line method over their estimated useful lives and is recognized in profit or loss. Goodwill is not amortized.

         The estimated useful lives are as follows:

         • Brand and trademarks - 3 years

         • Customer relationships - 3 years

         • Internally generated software development costs - 3 years

           Amortization methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate.

   6. Investment tax credits

      Investment tax credits ("ITCs") arising from research and development are recognized when their realization is reasonably assured and are recorded in prepaid and sundry assets on the statement of financial position. ITCs earned with respect to current expenditures for qualified research and development activities are included in profit or loss as a reduction of research and development costs. ITCs associated with capital expenditures are reflected as reductions in the carrying amounts of the assets.

   7. Leases

      The Company recognizes a right of use asset and a lease liability at the lease commencement date. The lease liability is measured at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company's incremental borrowing rate is used instead. The right of use asset is initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment losses and adjusted for certain remeasurement of the lease liability. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized in interest expense in profit or loss. See additional information regarding leases in these financial statements in note 12.

   8. Compound financial instruments

      Compound financial instruments are instruments that contain both a financial liability (such as an obligation to make payments of principal and interest) and an equity component (such as an equity conversion feature). Compound financial instruments are accounted for by the issuer separately by their components based on the substance of the instrument. If the equity conversion feature results in the issuance of a fixed number of an entity's own equity instruments (the "fixed-for-fixed" criteria), the equity conversion feature will be treated as equity. If the fixed-for-fixed criteria is not met, the equity conversion feature is an embedded derivative and is measured at FVTPL.

   9. Share capital - common shares

      Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares are recognized as a deduction from equity, net of any tax effects. When the Company issues equity units, the proceeds are allocated among equity components using the residual method. The residual method helps determine the value of common shares issued, especially in situations where the fair value of those shares is not directly observable or reliably measurable.

   10. Share-based payments

       The grant date fair value of options awarded to employees, directors, and service providers who perform employee-like services is measured using the Black-Scholes option pricing model and recognized in profit or loss, with a corresponding increase in share-based payments reserve over the vesting period. A forfeiture rate is estimated on the grant date and is adjusted to reflect the actual number of options that vest. Upon exercise of the option, consideration received, together with the amount previously recognized in share-based payments reserve, is recorded as an increase to share capital. If share options are cancelled or expire unexercised on maturity, the applicable fair value remains in share-based payment reserve.

   11. Revenue

       Identification of the contract, or contracts, with the customer

       The Company considers the terms and conditions of written contracts and its customary business practices in identifying its contracts under IFRS 15 - Revenue from Contracts with Customers. In general, contract terms will be reflected in a written document that is signed by both parties.

       Identification of the performance obligations in the contract

       Performance obligations are promises in a contract to transfer distinct products or services to a customer and is the unit of account under IFRS 15. A contract's transaction price is allocated to each distinct performance obligation and revenue is recognized when the performance obligation is satisfied. A product or service is a distinct performance obligation if the customer can both benefit from the product or service either on its own or together with other resources that are readily available to the customer, and it is separately identifiable from other items within the context of the contract. Performance obligations are satisfied by transferring control of the product or service to the customer. Control of the product or service is transferred either at a point in time or over time depending on the performance obligation.

       The Company generates revenue primarily from pay-per-use and monthly subscription fees for the Com-pany's platform service. These fees are generally recognized as they are billed based on volume and size of distribution services provided in a given month. The Company's other performance obligations include maintenance services, email and phone support, and unspecified software updates released when, and if, available.

       Hosting is considered a separate performance obligation which is satisfied over time; however, such activities are immaterial at any given point in time.

       Determination of the transaction price

       The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for providing services to the customer. Usage fees have fixed pricing. A significant financing component generally does not exist under the Company's standard contracting and billing practices.

       Recognition of revenue when, or as, the Company satisfies a performance obligation

       The Company recognizes revenue when the services are delivered to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company is principally responsible for the satisfaction of its distinct performance obligations, which are satisfied either at a point in time or over a period of time.

       Performance obligations satisfied at a point in time Usage Fees - Advertising and Entertainment (Music)

       Distribution and production of media comprise two distinct performance obligations that are satisfied at a

       point in time, and revenue is recognized at the point in which the distribution and production service has been delivered to the end user.

       Performance obligations satisfied over a period of time

       Awards Management - Entertainment

       Customization, support and maintenance, and hosting comprise a bundle of performance obligations that are satisfied over a period of time. These performance obligations are not distinct in the context of each contract. Any hosting and support and maintenance activities are provided concurrent with the performance of customization within the billing period and are not considered material. Revenue is recognized over time, based on milestones of the awards management contract.

       Contract Costs

       Contract costs consist of customer acquisition costs to fulfill a contract. Customer acquisition costs are capitalized only if the costs are incrementally incurred to obtain a customer contract and may consist of sales commissions paid to sales personnel or third-party resellers. The Company elected the practical expedient approach and records the costs of obtaining a contract when incurred into profit or loss for contracts of less than 12 months.

       Contract modifications may create new, or change existing, enforceable rights and obligations of the parties to the contract. The Company generally modifies an existing contract using an addendum or signed change order. A contract modification is accounted for as a new contract if it reflects an increase in scope that is regarded as distinct from the original contract and is priced in-line with the standalone selling price for the related product or services obligated. If a contract modification is not considered a new contract, the modification is combined with the original contract and the impact on the revenue recognition profile depends on whether the remaining products and services are distinct from the original contract. If the remaining goods or services are distinct from those in the original contract, all remaining performance obligations will be accounted for on a prospective basis with unrecognized consideration allocated to the remaining performance obligations. If the remaining goods or services are not distinct, the modification will be treated as if it were a part of the existing contract, and the effect that the contract modification has on the transaction price, and on our measure of progress toward satisfaction of the performance obligations, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) at the date of the contract modification on a cumulative catch-up basis.

       Contract assets and contract liabilities

       Agreements with Award Show customers have billing cycles which differ from the Company's revenue recognition policies. For services that have been performed and not yet billed, the Company recognizes a contract asset. For services that have been billed and not yet performed, the Company recognizes a contract liability. Since the work for award shows are billed and revenues recognized are in short cycles of one year or less, it is expected that amounts in contract assets and liabilities would flow into the profit or loss within the next fiscal year.

       Remaining performance obligations

       The Company's contracts are for delivery of goods or services within the next following 12 months of a con-tract's execution; therefore, the Company uses the practical expedient allowed in Paragraph 121(a) of IFRS

       15. Following Paragraph 121(a), the Company does not disclose the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied as of the end of the reporting period.

   12. Income taxes

       Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except for items recognized directly in equity or in other comprehensive loss.

       Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect of previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

       Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of an asset or

       liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit nor loss. Deferred tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in statutory tax rates is recognized in profit or loss in the year of change. Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting year the Company reassesses unrecognized deferred tax assets. The Company recognizes a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

   13. Income (loss) per share

       Basic income (loss) per share is computed by dividing the net income (loss) applicable to common shares of the Company by the weighted average number of common shares for the year. Diluted income (loss) per share is computed by dividing the net income (loss) applicable to common shares by the sum of the weighted average number of common shares issued and outstanding and all additional common shares that would have been outstanding, if potentially dilutive instruments were converted. When there is a loss, no potential shares are included in the computation as they are anti-dilutive.

   14. Adoption of new and revised international financial reporting standards

   The Company adopted the following amendment to IFRS Accounting Standards that are mandatorily effective for accounting periods beginning on or after January 1, 2024. Their adoption has not had a material impact on disclosures or amounts reported in these financial statements.

   Amendments to IAS 1 - Presentation of Financial Statements (IAS 1) - In October 2022, the IASB issued amendments to IAS 1, Presentation of Financial Statements titled non-current liabilities with covenants. These amendments sought to improve the information that an entity provides when its right to defer settlement of a liability is subject to compliance with covenants within 12 months after the reporting period. These amendments to IAS 1 override but incorporate the previous amendments, Classification of liabilities as current or noncurrent, issued in January 2020, which clarified that liabilities are classified as either current or non-current depending on the rights that exist at the end of the reporting period. Liabilities should be classified as non-current if an entity has a substantive right to defer settlement for at least 12 months at the end of the reporting period.

   The Company has not yet adopted certain new standards, amendments and interpretations to existing standards as outlined below, which have been published but are only effective for accounting periods beginning on or after January 1, 2025 or later periods. The Company is currently in the process of assessing the impact of the amendments on the financial statements and notes to the financial statements.

   New requirements for lack of exchangeability (Amendments to IAS 21, The Effects of Changes in Foreign Exchange Rates) clarifying the exchange rate to use when exchangeability is lacking.

   Amendments to classification and measurement of financial instruments (Amendments to IFRS 9, Financial Instruments & IFRS 7, Financial Instruments: Disclosures) improving the clarity of the guidance on

   derecognition of financial assets and liabilities, and disclosures for certain types of financial instruments.

   New standard on financial statement presentation and disclosure (IFRS 18, Presentation and Disclosure in Financial Statements, replacing IAS 1, Presentation of Financial Statements, as primary source of requirements for financial statement presentation) focusing on improving labelling, aggregation and disaggregation of information in financial statements, particularly on the statement of profit or loss.

4. Capital Risk Management

   The Company includes equity comprised of share capital, share-based payments reserve, foreign currency translation reserve and deficit, in the definition of capital. At December 31, 2024, the amount of equity was

   $1,031,079 (2023 - $494,666). The Company's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to further develop and market platform services, and to maintain its ongoing operations. To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity and warrants, debt or by securing strategic partners.

   The Company has covenants in relation to the Term Loan facility (see note 13). During the year ended December 31, 2024, the Company was not in compliance with the covenants and the bank waived compliance with certain covenants after June 26, 2025, the maturity of the Term Loan facility.

5. Risk Management Financial Instruments and Risk Management

   The Company is exposed to a variety of financial risks by virtue of its activities: market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on financial performance.

   Risk management is carried out by management under policies approved by the Board of Directors. Management is charged with the responsibility of establishing controls and procedures to ensure that financial risks are mitigated in accordance with the approved policies. The Company's exposure to financial instrument related risks and the methods used to manage those risks have not changed significantly over the last year.

   1. Market risk:

      Market risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in the market prices. Market risk is comprised of three types of risk such as foreign currency risk, interest rate risk and other price risk. Two types of risk are applicable to the Company:

      (i) Currency risk:

      The Company operates internationally, and the US dollar ("USD") is the presentation currency. The Company, however, does have revenues, expenses, assets, and liabilities denominated in currencies other than USD, primarily Canadian dollar ("CAD"). The principal foreign currency risk as at

      December 31, 2024 is therefore the CAD.

      A 5% change in exchange rates would result in a $144,900 impact on profit or loss. Financial instruments and lease obligations in CAD currency at December 31, 2024 are as follows:

      		USD
      	Cash	$26,312
      	Accounts receivable	167,199
      	Total assets	$193,511
      	Trade and other payables	586,175
      	Revolving credit facility	729,750
      	Convertible debentures	361,775
      	Term loan	1,159,680
      	Lease obligation	254,290
      	Total liabilities	$3,091,670
      	Net liability exposure	$2,898,159
      (ii) Interest rate risk:

      Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Interest rate risk is limited to potential decreases on the interest rate offered on cash held with chartered Canadian financial institutions and potential increases on the prime rate applied on the revolving credit facility available to the Company. The Com-pany's revolving credit facility, term loan and convertible debt are floating interest rate facilities. A 100 bps or 1% increase in the floating rate would result in a $22,249 impact on profit or loss assuming all other factors are kept stable.

   2. Credit risk:

      Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments which are potentially subject to credit risk for the Company consists primarily of non-payment of accounts receivable.

      The Company mitigates this risk by monitoring the credit worthiness of its customers and by offering the platform service to numerous smaller customers. As at and during the year ended December 31, 2024, approximately 20% (2023 - 16%) of accounts receivable and 18% (2023 - 20%) of revenue are from two customers, respectively.

      The definition of items that are past due is determined by reference to payment terms agreed to with individual customers, which are normally within 30 to 90 days.

      Aging of trade receivables are as follows:
      	December 31	December 31
      	2024	2023
      0 to 30 days	$1,097,142	$1,071,374
      31 to 60 days	105,355	238,260
      Over 60 days	293,978	377,709
      Total	$1,496,475	$1,687,343
      Continuity of estimated credit losses:
      	December 31 2024	December 31 2023
      Balance, beginning of year	$179,684	$214,170
      Accounts written off	-	144,777
      Remeasurement of loss allowance	22,914	(179,263)
      Balance, end of year	$202,598	$179,684

      The Company's allowance for doubtful accounts as of December 31, 2024, is $202,598 (December 31, 2023 - $179,684).

   3. Liquidity risk:

   Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company's policy is to ensure that it will have sufficient cash to allow it to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

   The Company manages its liquidity risk by forecasting cash flows from operations and anticipating investing and financing activities. Senior management is also actively involved in the review and approval of planned expenditures.

   Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses. To achieve this objective, the Company prepares annual capital expenditure budgets, which are regularly monitored and updated as considered necessary.

   The Company manages liquidity risk on the basis of expected maturity dates.

   The following tables analyze financial liabilities and lease obligations by remaining contractual maturity (contractual and undiscounted cash flows).

   	Lease Obli- gations	Contract Liabilities	Term Loan Trade & Revolving Convertible Facility Other Paya- Credit Facil- Debentures Total bles ity
   < 1 year	$172,828	$129,437	$1,197,822	$1,138,063	$729,750	$ -	$3,367,900
   1- 3 years	330,880	-	-	-	-	361,775	692,655
   Balance at
   December 31, 2024	$503,708	$129,437	$1,197,822	$1,138,063	$729,750	$361,775	$4,060,555

   Lease Obli- gations Contract Liabilities Term Loan Facility Trade & Other Paya- bles Revolving Credit Facil- ity Convertible Total Debentures

   < 1 year	$87,797	$159,501	$1,749,822	$1,041,251	$850,597	$ -	$3,888,968
   1- 3 years	205,175	-	-	-	-	410,197	615,372
   Balance at
   December 31, 2023	$292,972	$159,501	$1,749,822	$1,041,251	$850,597	$410,197	$4,504,340

   At present, the Company expects to pay all liabilities at their contractual maturity. To meet these cash commitments, the Company anticipates generating sufficient cash inflows from operating activities and raising equity capital or obtaining the necessary financing to meet current and future obligations. Additionally, the Company utilizes a revolving credit facility to provide cash on an as-needed basis which is set to mature on June 25, 2025, and the Company is renegotiating the terms and covenants.

6. Business Combination

   On November 8, 2023 (the "Closing Date"), the Company closed its business acquisition of the Millenia3 Communication Inc. ("Millenia3"). The Company acquired Millenia3's customer lists and contracts, and trade name, computer hardware, along with a highly skilled team of employees located in the United States, pursuant to the Purchase Agreement dated November 8, 2023 (the "Asset Purchase Agreement"). The total purchase price consists of the following:

   1. Cash consideration of $100; and,

   2. Contingent consideration payable in cash.

      Based in Atlanta, Georgia, United States of America, Millenia3 is a specialized media trafficking and deployment services company for broadcast and digital advertising and a provider of content management solutions for global brands and business customers. It is the Company's strategic view that the transaction will enable its business services expansion by accessing Millennia3's customer list in the US market and acquiring the expertise of Millenia3's staff.

      The contingent consideration consists of additional cash payments calculated as follows:

      1. Fiscal 2023

         1. 5% of revenues if revenues for the months of November and December 2023 combined are

            less than $166,667; or

         2. 10% of revenues if revenues for the months of November and December 2023 combined are at least $166,667 and less than $250,000; or

         3. 15% of revenues if revenues for the months of November and December 2023 combined are at least $250,000

      2. Fiscal 2024 and 2025

      1. 5% of revenues if revenues for the applicable 12-month period are less than $1,000,000;

      2. 10% of revenues if revenues for the applicable 12-month period are at least $1,000,000 and less than $1,500,000; or

      3. 15% of revenues if revenues for the applicable 12-month period are at least $1,500,000

      Measurement periods: Annual periods ending on the 1st, 2nd, and 3rd of December 31, 2023, December 31, 2024 and December 31, 2025.

      The fair value as at the acquisition date was $211,400. The first earnout payment payable to the seller of Millenia 3 was calculated in January 2024, per the agreement. Based on the Company's calculations, the Company owed $56,506 with respect to the (a) of the earn-out contingent consideration as the gross revenue generated from Millenia 3's acquired business exceeded $250,000 in the month of November and December 2023. Payment of the balance of $43,323 (note 10) was made during the first quarter of fiscal year 2024.

      The second earnout payment payable to the seller of Millenia3 was calculated in February 2025, per the agreement. Based on the Company's calculations, the amount owed for calendar 2024 was $153,850 with respect to the earn-out contingent consideration as the gross revenue generated from Millenia 3's acquired business exceeded $1,000,000 for the twelve months ended December 31, 2024. The final installment related to the 2024 earnout of $86,642 (note 10) was made in February 2025 as per the agreement.

      The contingent consideration liability is classified as a financial liability and remeasured at fair value at each reporting date, with changes recognized as FVTPL. Changes due to the passage of time are recorded as financing expenses. Key unobservable inputs include projected revenues and the discount rate applied (11%). As at December 31, 2024, the fair value of the contingent consideration is $174,842, included in trade and other payables and contingent consideration on the statement of financial position, and the change in fair value of $61,750 (2023 - $20,856) has been recognized in profit or loss for the year.

      The following table presents the purchase price allocation at the acquisition date: Fair value of assets and liabilities recognized:

      Trade receivables	$45,439
      Computer hardware	2,100
      Customer relationships	129,000
      Brands and trademarks	8,000
      Fair value of net assets acquired	184,539
      Goodwill	26,961
      Total consideration	$211,500

      The fair value of the acquired receivables was $45,439, and $35,118 was collected subsequent to the acquisition date, with the remaining balance to be collected over the next 12 months.

      The acquisition has been accounted for as a business combination under the purchase method. The results of the operations of the Millenia3 business since the date of the acquisition have been included in these financial statements.

      The goodwill is attributable mainly to the skills and technical talent of Millenia3's workforce and the business growth expected to be achieved from integrating Millenia3 into the Company's existing advertising business. The goodwill is not deductible for tax purposes.

      In connection with the Millenia3 acquisition, the Company incurred fees, including legal and professional costs, of $6,049 in 2023 that were recognized in profit or loss.

7. Property and Equipment

   Office		Computer	Computer Right-of-use Leasehold
   Equipment		Equipment	Software	erty	ments
   Cost	$	$	$	$	$	$
   Balance, December 31, 2022	32,502	726,797	416,087	1,265,660	45,619	2,486,665
   Additions	3,078	21,610	20,532	-	-	45,220
   Balance, December 31, 2023	35,580	748,407	436,619	1,265,660	45,619	2,531,885
   Additions	-	74,026	-	234,650	-	308,676
   Derecognition of -		(343,834)	(107,946)	(973,492)	-	(1,425,272)
   Balance, December 31, 2024	35,580	478,599	328,673	526,818	45,619	1,415,289
   Accumulated depreciation
   Balance, January 1, 2023	30,222	653,663	355,006	745,699	16,769	1,801,359
   Depreciation expense	1,078	57,314	32,797	264,931	7,114	363,234
   Balance, December 31, 2023	31,300	710,977	387,803	1,010,630	23,883	2,164,593
   Depreciation expense	1,294	30,228	47,955	140,218	7,114	226,809
   Derecognition of fully depreciated assets	-	(343,834)	(107,946)	(973,492)	-	(1,425,272)
   Balance, December 31, 2024	32,594	397,371	327,812	177,356	30,997	966,130
   Carrying amounts
   December 31, 2023	4,280	37,430	48,816	255,030	21,736	367,292
   December 31, 2024	2,986	81,228	861	349,462	14,622	449,159

   Office Prop- Improve- Total

   fully depreciated assets

   Included in property and equipment are computer equipment and computer software under leases with a cost of $96,870 (2023 - $419,636). Accumulated depreciation for these assets under leases is $22,531 (2023- $404,397).

8. Intangible Assets

   Brand Customer Rela-			Software Devel- Total
   		tionships	opment Costs
   Cost	$	$	$	$
   Balance, January 1, 2023	62,000	969,000	1,249,537	2,280,537
   Additions	8,000	129,000	563,756	700,756
   Balance, December 31, 2023	70,000	1,098,000	1,813,293	2,981,293
   Additions	-	-	647,830	647,830
   Balance, December 31, 2024	70,000	1,098,000	2,461,123	3,629,123
   Accumulated amortization
   Balance, January 1, 2023	32,724	511,417	78,842	622,983
   Amortization expense	21,109	330,166	206,362	557,637
   Balance, December 31, 2023	53,833	841,583	285,204	1,180,620
   Amortization expense	11,278	177,583	321,430	510,291
   Balance, December 31, 2024	65,111	1,019,166	606,634	1,690,911
   Carrying amounts
   December 31, 2023	16,167	256,417	1,528,089	1,800,673
   December 31, 2024	4,889	78,834	1,854,489	1,938,212

   During the year ended December 31, 2024, the Company capitalized internally generated software development costs of $647,830 (December 31, 2023 - $563,756). Depreciation expense of $321,430 (2023 -

   $206,362) was expensed during the year ended December 31, 2024. The Company initiated new software development projects that would generate probable future economic benefits for the analytics dashboard and the clearance platform. The costs capitalized include employee costs incurred on software development along with any relevant and appropriate overheads.. These project costs resulted in interface updates, improving visibility into traffic and occurrence data and incorporating additional advertising performance metrics from third-party providers. Additionally, these project costs resulted in updates to the submission and reporting components, streamlining the tracking of submissions and any ongoing substations of the Clearance platform.

9. Goodwill

The opening goodwill balance of $359,146 was recognized following the business acquisition of Digital Media Services ("DMS") in fiscal year 2021 and Millenia3 in fiscal 2023. The other intangible assets acquired as part of the DMS and Millenia3 acquisitions are wholly allocated to the Advertising cash generating unit ("CGU"). This is the CGU management has identified that is expected to benefit from the synergies from the combination. Since then, the Company tests goodwill for impairment on an annual basis or whenever there is an indication that the goodwill may be impaired. A total of three CGUs were identified: Advertising, Music, and Awards. All goodwill has been allocated to the Advertising CGU given DMS and Millenia3