What changed in this filing

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Item 1. Business

2025-12-03 compared with 2024-12-20 · 518 added, 635 removed, 268 unchanged (81% of the section changed)

We are a Canadian-based mortgage technology and brokerage company that provides mortgage brokerage services and technology solutions to

Financial is a Canadian mortgage technology and brokerage company.

We provide mortgage brokerage services and technology solutions to

Canadian mortgage agents, brokers, sub-brokers, brokerages and consumers.

Through data-driven systems together with cloud-based tools,

we believe we offer competitive advantages in the Canadian mortgage industry relative to alternative mortgage broker arrangements.

provide back office services, together with pre-underwriting support services (collectively the “Brokerage Services”) to Canadian

mortgage brokerages (the “Brokerages”).

In connection with the provision of the Brokerage Services, we employ and engage several

licensed mortgage brokers and agents (collectively, “Field Agents”).

We have a total of full-time employed staff of 55.

addition, we also enter into affiliation agreements with certain licensed mortgage brokers (collectively, “Affiliate Brokers”

and, together with Field Agents and Brokerages, the “Users”), pursuant to which the Company and the Affiliate Broker enter

into an affiliation relationship with the intention of jointly marketing mortgage brokerage and other financial services as affiliated

entities, sometimes referred to as “white labelling”, which allows the Affiliate Broker to sell a mortgage that is branded

with its company name to its own client base.

Our services distribution and fee structure for each stream is detailed hereunder:

The fee for the subscription

service revenue stream is $117 for use of our platforms by our agents to complete the mortgage deal from initiation to funding by the

lender partner and is about 3% of total gross revenue.

Our pre-risk assessment services

revenue is about 1.3% of our total gross revenue and the structure for this service is $390 per deal for a mortgage funded amount of

$390,000 and over.

For a mortgage funded amount under $390,000 the fee is $273.

The balance of our total

gross revenue at 95% comes from our lender partner service commissions and the structure varies by rate and amount based on the season,

special promotions at that particular time, bonus applicable, funded volume, etc.

The lender partners comprise of banks, trust companies,

mortgage loan companies, building societies and other lending financial institutions, including but not limited to the Bank of Nova

Scotia (Scotiabank), Manulife Bank of Canada, Toronto-Dominion Bank (TD Bank), The Mortgage Alliance Company of Canada Inc.

First National Financial LP, Home Trust Company, The Equitable Trust Company (Equitable Bank), ICICI Bank Canada and Desjardins Mortgage

Financing Services.

We currently operate exclusively in Canada, specifically in the provinces

of Ontario, Newfoundland and Labrador, New Brunswick, Nova Scotia, British Columbia, Prince Edward Island, Manitoba and Alberta.

our first brokerage in Ontario in November 2016.

We have been approved by each of the applicable provincial mortgage regulators to operate

in 11 provinces and territories namely Alberta, British Columbia, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova

Scotia, Nunavut, Prince Edward Island, Quebec, and Yukon, and 1 provinces to follow is Saskatchewan.

We launched our first brokerage office

in Alberta on July 1, 2021.

We also launched our first brokerage office in Newfoundland and Labrador, Nova Scotia, New Brunswick, and

Prince Edward Island on May 4, 2022.

We launched our first British Columbia brokerage office in 2024.

We provide our Brokerage Services

to both residential and commercial mortgage opportunities and, in each case, through a proprietary technology called MyPineapple, as discussed

in further detail below.

Through data-driven systems and cloud-based tools, we believe

we offer competitive advantages in the Canadian mortgage industry relative to traditional broker arrangements.

also provide back-office and pre-underwriting support services (together, the “Brokerage Services”) to Canadian mortgage

brokerages (the “Brokerages”).

In connection with the provision of the Brokerage Services, we employ and engage licensed

mortgage brokers and agents (collectively, “Field Agents”).

As of the date of this filing, we have 39 full-time employees.

In addition, we enter into affiliation agreements with certain licensed mortgage brokers (“Affiliate Brokers” and, together

with Field Agents and Brokerages, the “Users”) under which we jointly market mortgage brokerage and other financial services

as affiliated entities.

This “white-label” model allows Affiliate Brokers to offer mortgages under their own brand to their

client base while operating on our platform and within our controls.

offer Brokerage Services for both residential and commercial mortgage opportunities through our proprietary technology platform, Pineapple+

[and related tools, together, the “Platform”].

The Platform supports the mortgage life cycle from lead intake and pre-qualification

through underwriting support, documentation, compliance, and funded-deal analytics.

revenue model is diversified across platform subscriptions, pre-risk assessment services and lender partner commissions.

below are approximate and subject to period-to-period variation.

1.Subscription

Agents who use the Platform to manage the life cycle of a mortgage from initiation to funding pay subscription fees of $141.50

This stream represents approximately 3% of total gross revenue.

assessment services.

We charge a per-deal fee for pre-underwriting support and documentation preparation.

For mortgages with a funded

amount of $390,000 and over, the fee is $390 per deal.

For mortgages under $390,000, the fee is $273 per deal.

This stream represents

approximately 1.3% of total gross revenue.

partner service commissions.

The balance of total gross revenue, approximately 95%, is derived from commissions and volume-based compensation

from lender partners.

Commission structures vary by rate, amount, promotional programs, bonus eligibility and funded volume.

partners include banks, trust companies, mortgage finance companies and other financial institutions, including but not limited to;

of Nova Scotia (Scotiabank), Manulife Bank of Canada, Toronto-Dominion Bank, MCAP, First National Financial LP, Home Trust Company, Equitable

Bank, Community Trust, Bank of Montreal (BMO) and Desjardins Mortgage Financing Services.

Footprint and Licensing

currently operate in Canada, with active brokerage operations in Ontario, Newfoundland and Labrador, New Brunswick, Nova Scotia, British

Columbia, Prince Edward Island, Manitoba and Alberta.

We launched our first brokerage in Ontario in November 2016, opened our Alberta

office on July 1, 2021, expanded into Newfoundland and Labrador, Nova Scotia, New Brunswick and Prince Edward Island on May 4, 2022,

and opened our first British Columbia brokerage office in 2024.

We have been approved by applicable provincial mortgage regulators to

operate in the following provinces and territories:

Alberta, British Columbia, New Brunswick, Newfoundland and Labrador, Northwest Territories,

Nova Scotia, Nunavut, Prince Edward Island, Quebec and Yukon, and we are pursuing additional licensing in Saskatchewan.

Platform integrates lead routing, CRM, document collection, compliance workflows, lender connectivity and analytics.

By centralizing

workflow and data, we aim to improve agent productivity, reduce turnaround times and enhance compliance monitoring.

The Platform is cloud-hosted

with role-based access controls, audit trails and data security protocols that are designed to meet or exceed applicable regulatory expectations.

Asset Treasury Strategy

fiscal 2025, we established a digital asset treasury strategy (the “Treasury Strategy”) as a component of our corporate

treasury and strategic partnership program.

The Treasury Strategy permits the Company, subject to internal policies, board oversight

and applicable law, to hold a capped allocation of liquid digital assets to support research and development, ecosystem partnerships

and potential future integrations with our mortgage technology stack.

As of the date of this filing, the Treasury Strategy is managed

separately from brokerage operations.

The Treasury Strategy is subject to strict custody, risk, accounting and compliance policies, including

segregation of assets, volatility limits, impairment monitoring and disclosure controls.

Mortgage Development

are conducting research and development to explore the application of distributed ledger and smart-contract technologies to selected

elements of the mortgage lifecycle (“On-Chain Mortgage Development”).

Areas of exploration include, among others, identity

and document attestations, collateral and lien data registries, payment and remittance workflows, servicing data integrity, and potential

future pathways for asset issuance and investor reporting.

These initiatives are currently in development and do not contribute material

Any commercial deployment will require successful technical validation, market acceptance, appropriate regulatory permissions

and the establishment of robust compliance, privacy and security controls.

We may pursue pilot programs with ecosystem partners and service

providers to evaluate feasibility and cost-benefit outcomes.

and Regulatory

brokerage activities are subject to provincial mortgage brokerage laws and regulations, consumer protection requirements, anti-money

laundering and anti-terrorist financing obligations, privacy and data protection laws and related guidance.

We maintain policies, procedures,

training and supervision designed to promote compliance, including for third-party affiliates who operate on our Platform.

Strategy and On-Chain Mortgage Development are subject to additional legal, accounting, tax and regulatory considerations.

these programs with external legal counsel and advisors and implement governance, risk and control frameworks that we believe are appropriate

for their scope and scale.

the heart of our Brokerage Services is an innovative technology system, MyPineapple, that provides real time data management and reporting,

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MyPineapple integrates directly with

Salesforce, Equifax, OneSpan, G Suite and Filogix and manages Users’ day-to-day business through automated triggers and tasks,

ensuring nothing falls through the cracks.

Backed by Salesforce, pursuant to the Salesforce Agreement (defined herein), and built with

proprietary code deep data analytics, MyPineapple syncs up with Users’ calendar and emails, produces robust reporting, advanced

analytics, and real-time notifications on marketing communications, and more.

MyPineapple is a sophisticated and fundamental tool for

revenue growth and relationship development.

It plays a significant role in what we believe makes our Brokerage Services distinct and

cutting-edge.

Equifax, OneSpan, G Suite and Filogix and manages Users’ day-to-day business through automated triggers and tasks, ensuring nothing

falls through the cracks.

MyPineapple syncs up with Users’ calendar and emails, produces robust reporting, advanced analytics,

and real-time notifications on marketing communications, and more.

MyPineapple is a sophisticated and fundamental tool for revenue growth

and relationship development.

It plays a significant role in what we believe makes our Brokerage Services distinct and cutting-edge.

was created to address key issues within the mortgage brokerage industry.

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primary objectives and goals include, but are not limited to, the following:

our mortgage broker distribution channel to gain further market share and consumer adoption, including increasing organic (non-acquisition

Grow our mortgage broker distribution channel to gain further market share and consumer adoption, including increasing organic (non-acquisition

related) market share and to achieve growth on the number of mortgages funded annually;

the go-to mortgage experience platform for mortgage agents, lenders and homebuyers;

Pineapple Insurance to provide an insurance option for all our mortgage approvals;

ensure that we are providing a well-rounded and custom-tailored approach to insurance solutions that may best suit the clients’

leverage the power of our growing database and brand recognition to open further insurance opportunity channel;

Become the go-to mortgage experience platform for mortgage agents, lenders and homebuyers;

For Pineapple Insurance to provide an insurance option for all our mortgage approvals;

To ensure that we are providing a well-rounded and custom-tailored approach to insurance solutions that may best suit the clients’

To leverage the power of our growing database and brand recognition to open further insurance opportunity channel;

the insurance approval and application process for mortgage clients using technology.

and Products Brokerage Services

following is a detailed description of the Brokerages Services that we offer:

Mortgage Brokering:

We employ and engage a number of licensed Field Agents who originate clients, provide mortgage consultation services,

advise clients on the various mortgage products offered by financial institutions in Canada, offer clients access to rate information

and mortgage options from a range of lenders, including major banks and lending institutions and assist clients in selecting the

most appropriate and effective mortgage solution for their particular needs.

MyPineapple is a full spectrum, robust and comprehensive technology system, which allows Users to conduct their brokerage services

more effectively and efficiently.

Amongst other things, MyPineapple syncs up with Users’ calendar and emails, produces robust

reporting, advanced analytics, and real-time notifications for email opens, and link clicks.

and mortgage options from a range of lenders, including major banks and lending institutions and assist clients in selecting the most

appropriate and effective mortgage solution for their particular needs.

MyPineapple is a full spectrum, robust and comprehensive technology system, which allows Users to conduct their brokerage

services more effectively and efficiently.

Amongst other things, MyPineapple syncs up with Users’ calendar and emails, produces

robust reporting, advanced analytics, and real-time notifications for email opens, and link clicks.

MyPineapple also provides Users with

cloud storage.

We also provide marketing support to Users in order to systematically manage the marketing process, segmentation and

client conversions.

We also provide marketing support to Users in order to systematically manage the marketing process, segmentation and client

We ensure that all clients stay well informed with highly relevant information;

it also increases the conversion

ratios and engagement metric for its Users.

This provides Users the ability to focus on higher probability clients and deliver a

high level of value and service while the system manages the relationship with others.

Office Support Services:

it also increases the conversion ratios

and engagement metric for its Users.

This provides Users the ability to focus on higher probability clients and deliver a high level

of value and service while the system manages the relationship with others.

Back Office Support Services:

Through MyPineapple, we offer our Users back office support services, including digital and automated onboarding

and set up, loan packaging and processing, digital document collection and client portals, loan maintenance activities, payroll,

lender communication, reporting requirements for regulators and business management, cloud services, expense collections, document

preparation, compliance, training, administration and marketing.

Pre-Underwriting

Technology enabled and together with back-office support, we offer our Users pre-underwriting support services that establish

appropriate qualifying processes in a mortgage application, providing borrowers a digital environment ensuring mortgage agents has

the necessary data and providing borrowers with an instant pre-qualification.

We use our diverse exposure to the mortgage industry

to save Users from spending valuable resources on mortgage applications that have fewer chances of reaching approval.

and set up, loan packaging and processing, digital document collection and client portals, loan maintenance activities, payroll, lender

communication, reporting requirements for regulators and business management, cloud services, expense collections, document preparation,

compliance, training, administration and marketing.

Pre-Underwriting Support:

Technology enabled and together with back-office support, we offer our Users pre-underwriting support services

that establish appropriate qualifying processes in a mortgage application, providing borrowers a digital environment ensuring mortgage

agents has the necessary data and providing borrowers with an instant pre-qualification.

We use our diverse exposure to the mortgage

industry to save Users from spending valuable resources on mortgage applications that have fewer chances of reaching approval.

In particular,

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make accurate decisions:

Credit Review:

We verify all information that is supplied by the client in vital loan documents and other personal information.

we meticulously review client credit records and tax return documents to ensure the client has the required financial stability to

make monthly payments for the mortgage.

we meticulously review client credit records and tax return documents to ensure the client has the required financial stability to make

monthly payments for the mortgage.

We follow checklist-based system to ensure that all the critical aspects pertaining to underwriting

Data Validation:

Our pre-underwriting support services include recording and digitizing our findings in the data validation process.

digitizing these vital information sets about the client, we are able to establish the accuracy and speed needed to expedite the

underwriting process.

Analysis and Compliance:

By digitizing these vital information sets about the client, we are able to establish the accuracy and speed needed to expedite the underwriting

Fraud Analysis and Compliance:

We pride ourselves in diligently checking for identity fraud and ensuring that applications are compliant

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Our mortgage experts have the experience and acumen to spot missing or mala fide information.

obviates the need for the underwriter to send client files back for incomplete information and thereby speeds up the underwriting

obviates the need for the underwriter to send client files back for incomplete information and thereby speeds up the underwriting process.

Our fraud analysis encompasses all aspects of the client file review process including running third-party reports.

ensures the underwriter has to focus only on decision-making.

Ordering and Review:

We take charge of title ordering and dispatching verified property information to the appraiser to boost the

turnaround times of the appraisal process.

This ensures the

underwriter has to focus only on decision-making.

Appraisal Ordering and Review:

We take charge of title ordering and dispatching verified property information to the appraiser to boost

the turnaround times of the appraisal process.

Once the appraisal is over, we carefully review the appraisal report to ensure that the

process has been completed in a fair and error-free manner.

Data Analytics:

Through MyPineapple, we are able to use data to analyze customer benefit opportunities as they become available.

In particular,

MyPineapple allows us to utilize the data that has been acquired through the mortgage approval process along with real time real

estate and credit data to thereby reduce costs and overall debt process timelines.

Pineapple Insurance Inc.

is a wholly owned

subsidiary of Pineapple Financial Inc.

This entity is to serve the insurance needs of our brand mortgage brokers and agents across

Pineapple Insurance is to act as an Managing General Agent (MGA) supported by Industrial Alliance.

This entity will create

both a revenue channel and retention strategy for borrowers that live within our database.

This will also allow a growth opportunity

and an overall holistic financial services opportunity for us.

We are currently in the early stages of development of Pineapple

MyPineapple allows us to utilize the data that has been acquired through the mortgage approval process along with real time real estate

and credit data to thereby reduce costs and overall debt process timelines.

Insurance Inc.

is a wholly owned subsidiary of Pineapple Financial Inc.

This entity is to serve the insurance needs of our brand mortgage

brokers and agents across Canada.

Pineapple Insurance is to act as a Managing General Agent (MGA) supported by Industrial Alliance.

entity will create both a revenue channel and retention strategy for borrowers that live within our database.

This will also allow a

growth opportunity and an overall holistic financial services opportunity for us.

We are currently in the early stages of development

of Pineapple Insurance Inc.

Operational infrastructure and a budget has been prepared alongside technology modifications to our MyPineapple

system in order to manage the delivery of this product.

We have also created a sales and marketing plan alongside assets and

materials, which will be used for initial launch.

Our next steps are staffing and human capital requirements in order to execute on

the business plan and goals of developing Pineapple Insurance.

We have also created a sales and marketing plan alongside assets and materials,

which will be used for initial launch.

Our next steps are staffing and human capital requirements in order to execute on the business

plan and goals of developing Pineapple Insurance.

Insurance provides the following services:

will complete a needs analysis on each client to ensure the most suitable product to meet both their needs and their goals.

product suite, we will offer term life insurance which will provide a low-cost coverage at a fixed rate of payments for a limited

period of time for the life of the mortgage.

The goal of this product is to ensure that in the event of the insurer’s untimely

death with their term policy their beneficiaries will be covered in the amount of the policy during the life of the term.

will be paid to the beneficiary should the insured pass away after the end of the term or if the insured did not make the required

Life Insurance is a life insurance policy which is guaranteed to remain in force for the insured’s entire lifetime, provided

We will complete a needs analysis on each client to ensure the most suitable product to meet both their needs and their goals.

product suite, we will offer term life insurance which will provide a low-cost coverage at a fixed rate of payments for a limited period

of time for the life of the mortgage.

The goal of this product is to ensure that in the event of the insurer’s untimely death with

their term policy their beneficiaries will be covered in the amount of the policy during the life of the term.

No insurance will be paid

to the beneficiary should the insured pass away after the end of the term or if the insured did not make the required payments.

Whole Life Insurance is a life insurance policy which is guaranteed to remain in force for the insured’s entire lifetime, provided

required premiums are paid, or to the maturity date.

In addition to paying a death benefit, whole life insurance also contains a

savings component in which cash value may accumulate on a tax-advantaged basis.

The policies can be leveraged as collateral or an

asset with our lenders through the Company.

both our personal and our business clients, we offer permanent life insurance policies, which offer a death benefit and cash value.

In addition to paying a death benefit, whole life insurance also contains a savings

component in which cash value may accumulate on a tax-advantaged basis.

The policies can be leveraged as collateral or an asset with

our lenders through the Company.

For both our personal and our business clients, we offer permanent life insurance policies, which offer a death benefit and cash value.

The death benefit is money that is paid to your beneficiaries when you pass away.

Cash value is a separate savings component that

you may be able to access while you are still alive.

Cash value is a separate savings component that you

may be able to access while you are still alive.

Permanent insurance can help cover the business owner for their entire life.

And unlike term insurance, it includes the potential for a cash accumulation fund.

Investments in the fund are tax-preferred, including

at death when the tax-free death benefit is paid out to a named beneficiary.

An additional benefit of permanent life insurance is

that allocating funds in a corporation away from taxable investments to a permanent life insurance policy can help reduce overall

annual taxable investment income.

Permanent life insurance lasts from the time you buy a policy to the time you pass away, as long

as you pay the required premiums.

term insurance, it includes the potential for a cash accumulation fund.

Investments in the fund are tax-preferred, including at death

when the tax-free death benefit is paid out to a named beneficiary.

An additional benefit of permanent life insurance is that allocating

funds in a corporation away from taxable investments to a permanent life insurance policy can help reduce overall annual taxable investment

Permanent life insurance lasts from the time you buy a policy to the time you pass away, as long as you pay the required premiums.

The policies can be leveraged as collateral or an asset with our lenders through the Company.

Illness Insurance provides additional coverage for medical emergencies like heart attacks, strokes, or cancer.

Because these emergencies

or illnesses often incur greater-than-average medical costs, these policies pay out cash to help cover those overruns where traditional

health insurance may fall short and help cover living expenses while the client recovers.

These policies come at a relatively low

Critical Illness Insurance provides additional coverage for medical emergencies like heart attacks, strokes, or cancer.

Because these

emergencies or illnesses often incur greater-than-average medical costs, these policies pay out cash to help cover those overruns where

traditional health insurance may fall short and help cover living expenses while the client recovers.

These policies come at a relatively

However, the instances that they will cover are generally limited to a few illnesses or emergencies.

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ensure that the mortgagor does not fall behind in their mortgage payments.

Insurance is a type of life insurance that can cover the remaining amount of your loan in the event of your death.

Credit Insurance is a type of life insurance that can cover the remaining amount of your loan in the event of your death.

Your insurance

company will use the death benefit to pay down or pay off the remaining balance on the loan, up to a maximum amount outlined in the

certificate of insurance.

company will use the death benefit to pay down or pay off the remaining balance on the loan, up to a maximum amount outlined in the certificate

of insurance.

The money from your death benefit will go to your creditor.

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insurance company.

believe the material steps for Pineapple Insurance to grow form its early stages of development are as follow:

introduce the services offered by Industrial Alliance and to serve the Users on our platform, MyPineapple, is to market these services,

believe the material steps for Pineapple Insurance to grow form its early stages of development are as follows:

To introduce the services offered by Industrial Alliance and to serve the Users on our platform, MyPineapple, is to market these services,

create a knowledge base for them to understand and pass on the learning to their customers, create a support structure for both Users

and Users’ customers.

up an internal infrastructure for the management and offering of these services i.e.

Set up an internal infrastructure for the management and offering of these services, i.e.

hire a senior management person to manage the

operational affairs and thereafter additional personnel, as needed when the business grows.

The additional personnel will be mostly

sales commissionable personnel with a retainer.

The additional personnel will be mostly sales

commissionable personnel with a retainer.

Insurance officially launched in October 2024, marking a significant milestone in Pineapple Financial’s diversification strategy.

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client experiences and operational efficiency.

We estimate that approximately 15% of the proceeds from the shares offering will be allocated

to support the continued growth and scaling of this business vertical.

growth timeline for Pineapple Insurance is projected at 12 to 24 months post-launch, reflecting strong initial demand and the effectiveness

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aim to gain further market share and consumer adoption by focusing on the following areas of growth:

Agent Revenue From Optimized Analytics:

Increase Agent Revenue From Optimized Analytics:

We will continue to analyze past borrower data to determine opportunities to beneficially

re-service them in the future, potentially creating revenue generating activities and significantly enhancing the borrower experience.

Product Suite - Insurance.

Added Product Suite - Insurance.

As discussed above, we are establishing an insurance channel that provides borrowers with a full suite

of insurance products, which we believe will increase revenue.

We expect to continue to expand our business and operations into current jurisdictions along with new provinces such as

British Colombia and Quebec.

Borrower-Facing

We believe MyPineapple will be a marketplace where clients can select from a variety of mortgage products that will suit

their individual needs while tracking the progress and status of the transaction for the life of the mortgage and beyond.

National Expansion:

We expect to continue to expand our business and operations into current jurisdictions along with new provinces such

as British Colombia and Quebec.

Borrower-Facing Technology.

We believe MyPineapple will be a marketplace where clients can select from a variety of mortgage products

that will suit their individual needs while tracking the progress and status of the transaction for the life of the mortgage and beyond.

order to achieve our objectives and goals, Pineapple Insurance will focus on four main areas:

originations:

Insurance originations:

Our files will be obtained exclusively through the Pineapple Financial referral network.

This will be achieved through

technology integration where Pineapple Insurance agents are immediately notified of a mortgage approval which requires an insurance

This will be achieved

through technology integration where Pineapple Insurance agents are immediately notified of a mortgage approval which requires an insurance

Our agents will be highly trained in an effort to service the growth of our referral network.

Consistency in service level

and approach is key to building our brand.

Servicing our clients, maintaining relationships, ongoing and continued support, education and training, ongoing lines

of communication between mortgage agent and insurance agent and ensuring a smooth and efficient closing process.

We expect our agents

to conduct themselves with the highest level of professionalism and carry out the fundamental and core values of Pineapple Insurance

Consistency in service level and

approach is key to building our brand.

Emphasizing core values:

Servicing our clients, maintaining relationships, ongoing and continued support, education and training, ongoing

lines of communication between mortgage agent and insurance agent and ensuring a smooth and efficient closing process.

We expect our

agents to conduct themselves with the highest level of professionalism and carry out the fundamental and core values of Pineapple Insurance

at all times.

and training insurance agents:

Hiring and training insurance agents:

We will follow and adhere to strict hiring and training policies as set out in our training manuals.

Development of education and training programs working in conjunction with our partners.

Ensuring that we are consistently working

on recruiting top performing insurance agents that will be able to meet the growth and scale of the needs of the Company.

and relationship management tools:

We will be replicating and customizing our robust MyPineapple system for data transfer and client

Ensuring that we are consistently working on

recruiting top performing insurance agents that will be able to meet the growth and scale of the needs of the Company.

Technologies and relationship management tools:

We will be replicating and customizing our robust MyPineapple system for data transfer

and client management.

This will be broken into the following areas:

Operational Excellence:

notifying insurance agents at the optimal time to increase conversion metrics and customer satisfaction.

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Visibility of status and automations of workflow and requirements;

Relationship Management (CRM):

Advancing client relationships towards application indication, application completion and client retention;

Client Relationship Management (CRM):

Advancing client relationships towards application indication, application completion and client

marketing funnels to leverage the overall database and identity opportunities from older missed opportunities.

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interest rates.

Although our business may be negatively impacted, we believe our multiple channels of revenue helps to mitigate any such

In alignment with the Canadian government’s

commitment to improving housing affordability and accessibility, several new housing measures have been introduced to support homeowners

and first-time buyers.

These include enabling homeowners to refinance their mortgages to construct secondary rental suites and borrowing

up to 90% of their home’s value with a 30-year amortization period.

Additionally, the mortgage insurance price limit has been increased

to $2 million, ensuring broader access to financing across Canada’s diverse housing markets.

The government has also proposed consultations on

taxing vacant land to encourage development and incentivize landowners to build homes.

Collaboration with provinces, territories, and

municipalities is underway to implement these measures effectively.

Starting December 15, 2024, two key rules will further aid affordability:

30-year mortgage amortizations will become available to all first-time homebuyers and buyers of new-build properties, and the price cap

for insured mortgages will rise to $1.5 million from $1 million.

Moreover, the federal government has expanded the

Canada Public Land Bank by adding 14 underused federal properties, bringing the total to 70.

These properties across major cities are

slated for affordable housing developments.

This initiative supports the government’s broader plan to unlock public lands for housing

and address the growing demand for homes while strengthening Canadian communities.

These measures, alongside the influx of new immigrants

and the rising demand for home renovations, refurbishments, and innovative financing solutions, create a favorable environment for Pineapple

Financial Inc.

to continue expanding its offerings and capitalizing on these growth opportunities.

Although our business may be negatively impacted, we believe our multiple channels of revenue help to mitigate any such

alignment with the Canadian government’s commitment to improving housing affordability and accessibility, several new housing measures

have been introduced to support homeowners and first-time buyers.

These include enabling homeowners to refinance their mortgages to construct

secondary rental suites and borrowing up to 90% of their home’s value with a 30-year amortization period.

Additionally, the mortgage

insurance price limit has been increased to $2 million, ensuring broader access to financing across Canada’s diverse housing markets.

government has also proposed consultations on taxing vacant land to encourage development and incentivize landowners to build homes.

Collaboration with provinces, territories, and municipalities is underway to implement these measures effectively.

Starting December

15, 2024, two key rules will further aid affordability:

30-year mortgage amortizations will become available to all first-time homebuyers

and buyers of new-build properties, and the price cap for insured mortgages will rise to $1.5 million from $1 million.

the federal government has expanded the Canada Public Land Bank by adding 14 underused federal properties, bringing the total to 70.

These properties across major cities are slated for affordable housing developments.

This initiative supports the government’s

broader plan to unlock public lands for housing and address the growing demand for homes while strengthening Canadian communities.

measures, alongside the influx of new immigrants and the rising demand for home renovations, refurbishments, and innovative financing

solutions, create a favorable environment for Pineapple Financial Inc.

to continue expanding its offerings and capitalizing on these

growth opportunities.

insurance market for Pineapple Insurance is focused around growth in the Canadian mortgage landscape as well as market share growth for

Pineapple Financial.

estate investors:

Real estate investors:

we are able to consolidate multiple mortgage amounts into one insurance policy to help minimize risk if an investor

has multiple properties.

Home purchase:

with Canadian housing prices hitting all-time highs, we will help clients provide insurance to fill the gap between

their current coverage and the mortgage amount

Residential Home purchase:

with Canadian housing prices hitting all-time highs, we will help clients provide insurance to fill the gap

between their current coverage and the mortgage amount

can help clients reduce existing coverage or apply/consolidate if they require additional coverage.

these clients can use the income from the reverse mortgage to help plan their final expense through insurance as well as

enrich their retirement years.

Reverse Mortgage:

these clients can use the income from the reverse mortgage to help plan their final expense through insurance as well

as enrich their retirement years.

transferring to another lender at renewal.

The insurance we offer is not tied to the lender directly and can assist clients in locking

in their rates long term when they can still qualify for insurance

and construction:

Clients will be able to access their cash values in their permanent insurance policies to help fund their renovations

and construction projects.

The insurance we offer is not tied to the lender directly and can assist clients in

locking in their rates long term when they can still qualify for insurance

Renovation and construction:

Clients will be able to access their cash values in their permanent insurance policies to help fund their

renovations and construction projects.

If additional financing is required, we can provide the added insurance coverage needed.

Self-Employed:

As large numbers of Canadians move into business for themselves, we have found a great need for an insurance product that can suit

their needs since they generally do not have a company benefits plan.

Income protection will also be a key component of our business

We can provide the proper insurance to clients for the right amount of coverage and timeline for one or multiple investors.

As large numbers of Canadians move into business for themselves, we have found a great need for an insurance product that

can suit their needs since they generally do not have a company benefits plan.

Income protection will also be a key component of our

business here.

Commercial Mortgages:

We can provide the proper insurance to clients for the right amount of coverage and timeline for one or multiple

Coverages can go up to $20 million.

Private Lending:

Customized insurance can be provided to private lenders who may have a different set of circumstances in terms of investment

type and timeline horizon.

Risk Health & Uninsurable:

High Risk Health & Uninsurable:

We can offer guaranteed issue insurance to clients who may have declining health or were previously

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trends currently influencing the market include:

Over 30% of Canadian mortgages are expected to renew within the next 12 months,

a significant driver of market activity.

A growing population, combined with limited housing supply, has led to increased

pressure on the market, with demand consistently outstripping available inventory.

Recent adjustments, such as the introduction of a 30-year amortization period

for insured mortgages and incentives for affordable housing, have bolstered consumer

confidence and created new opportunities.

Improved confidence, spurred by rate cuts and stabilizing economic conditions,

has increased buyer activity despite affordability challenges.

Platforms like MyPineapple are transforming the brokerage landscape

by streamlining processes and providing brokers with data-driven tools to enhance efficiency

and client satisfaction.

Renewals Surge:

Over 30% of Canadian mortgages are expected to renew within the next 12 months, a significant driver of market activity.

Housing Shortages:

A growing population, combined with limited housing supply, has led to increased pressure on the market, with demand

consistently outstripping available inventory.

Government Policies:

Recent adjustments, such as the introduction of a 30-year amortization period for insured mortgages and incentives

for affordable housing, have bolstered consumer confidence and created new opportunities.

Consumer Sentiment:

Improved confidence, spurred by rate cuts and stabilizing economic conditions, has increased buyer activity despite

affordability challenges.

Technology Adoption:

Platforms like MyPineapple are transforming the brokerage landscape by streamlining processes and providing brokers

with data-driven tools to enhance efficiency and client satisfaction.

Growth Strategy

growth strategy focuses on organic expansion, targeting increased market share through:

We have successfully recruited a significant number of Field Agents and Users ,

driving a growth rate higher than many competitors.

By leveraging detailed insights into

competitive models, we have tailored our value proposition to attract and retain top talent.

Technological

Our proprietary platform, MyPineapple , empowers brokers with tools

to increase sales volume, productivity, and efficiency.

This system also supports the seamless

integration of complementary services, such as insurance products , creating additional

We have successfully recruited a significant number of Field Agents and Users, driving a growth rate higher than

many competitors.

By leveraging detailed insights into competitive models, we have tailored our value proposition to attract and retain

Technological Integration :

Our proprietary platform, MyPineapple, empowers brokers with tools to increase sales volume, productivity,

and efficiency.

This system also supports the seamless integration of complementary services, such as insurance products, creating additional

revenue streams and enhancing the overall client experience.

By aligning our offerings with government initiatives to support housing affordability

and address shortages, we have positioned ourselves as a key player in addressing critical

market needs.

on Renewals and Refinances:

With a large portion of the mortgage market up for renewal

in the next year, we have tailored solutions to help brokers optimize their client retention

and capitalize on refinancing opportunities.

Policy Alignment :

By aligning our offerings with government initiatives to support housing affordability and address shortages,

we have positioned ourselves as a key player in addressing critical market needs.

Focus on Renewals and Refinances :

With a large portion of the mortgage market up for renewal in the next year, we have tailored

solutions to help brokers optimize their client retention and capitalize on refinancing opportunities.

strategy is underpinned by a commitment to delivering superior value, leveraging data and insights to support broker success, and maintaining

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This approach ensures we remain a leader in the Canadian mortgage and brokerage industry.

May 10, 2024, the Company entered into an equity purchase agreement (the “EPA”) with Brown Stone Capital Ltd., a corporation

organized under the laws of England and Wales (the “Selling Shareholder”) pursuant to which the Company shall issue and sell

to the Selling Shareholder, from time to time as provided herein, and the Selling Shareholder shall purchase up to Fifteen Million Dollars

($15,000,000.00) of the Company’s common shares and issue 200,000 Company’s common shares as a commitment fee under the EPA

to the Selling Shareholder (collectively as the “EPA Shares”) at purchase price to be determined as per the terms and conditions

The Company shall have the right, but not the obligation, to direct the Selling Shareholder, by its delivery to the Selling

Shareholder of a put notice from time to time, to purchase the EPA Shares (i) in a minimum amount not less than $10,000.00 and (ii) in

a maximum amount up to the lesser of (a) $1,000,000 or (b) 150% of the average trading volume of the Company’s common shares on

the NYSE American during the five (5) Trading Days immediately preceding the respective put notice date multiplied by the lowest daily

volume weighted average price of the Company’s common shares on the NYSE American during the five (5) trading days immediately

preceding the respective put notice date.

The Company’s right to issue a put notice for the EPA Shares is subject to general terms

and conditions as stipulated under the EPA, including there being an effective registration statement covering the EPA Shares.

to the EPA, we may issue and sell up to $15 million of Common Shares to the Selling Shareholder.

The price at which we may issue and

sell shares will be 95% of the lowest daily volume weighted average price of the Company’s Common Shares on the NYSE American during

the five (5) trading days immediately preceding the respective put notice date, in each case as reported by Quotestream or other reputable

source designated by the Selling Shareholder (the “Market Price”).

Assuming that (a) we issue and sell the full $15 million

of Common Shares under the EPA to the Selling Shareholder, (b) no beneficial ownership limitations, and (c) purchase price for such sales

is $0.40 or $0.50 per share, such additional issuances would represent in the aggregate approximately 37,500,000 or 30,000,000 additional

Common Shares, respectively, or approximately 81% or 77% of the total number of Common Shares outstanding as of the date hereof, after

giving effect to such issuance.

If the beneficial ownership limitation is not waived, we may issue approximately 269,480 Common Shares,

or approximately 19.99% of the total number of Common Shares outstanding as of the date hereof.

Market Price of our Common Shares on December 13, 2024, was $0.45.

Assuming this is the Market Price used as a basis for the

calculations for the put notice under the EPA, the price per share for sales to the Selling Shareholder would be $0.43 (95% of the

Market Price), and we would be able to sell 269,480 shares to the Selling Shareholder (with beneficial ownership limit), and receive

gross proceeds of $115,876 such number of shares would comprise approximately 19.99% of our issued and outstanding Common

Shares, which would result in additional dilution of our shareholders.

relation to the EPA Shares the Company has entered into a registration rights agreement dated May 10, 2024 (the “RRA”) with

the Selling Shareholder, requiring the Company to register the EPA Shares issued under the EPA.

Pursuant to the RRA, the Company has

agreed to file one or more registration statements with the Securities and Exchange Commission covering the registration of the EPA Shares.

Concurrently,

on May 10, 2024, the Company entered into a securities purchase agreement (the “SPA” and together with the EPA and the RRA

as the “Agreements”) with the Selling Shareholder, pursuant to which the Company has agreed to sell to the Selling Shareholder

a convertible promissory note (the “Note”) in the aggregate principal amount of $300,000, with an 8% per annum interest rate

and a maturity date of twenty four (24) months from the date of the issuance.

The Note is convertible into the Company’s common

shares, no par value, subject to the terms and conditions therein, and a conversion price of equal 75% of the VWAP on the trading day

immediately preceding the respective conversion date, subject to adjustment as provided in the Note.

The issuance of the Note is subject

to general terms and conditions as stipulated under the SPA, including the requirement of getting shareholder approval for any issuance

of common shares beyond the beneficial ownership limit of 19.99%.

an incentive to buy the Note, the Company had agreed to issue warrants to purchase 1,000,000 common shares (the “2024 Warrants”),

with an exercise price of $5 per share and term of nine (9) months from the date of issuance.

As per terms of the agreement, issuer of convertible debt exercise their right and the total principal portion $300,000 plus the interest

accrued thoron $4,437 was converted into common shares by issuing 501,874 common shares.

equity line of credit has had no immediate impact on our business.

However, it positions us to draw capital for growth initiatives as

our share price increases, enhancing our ability to fund strategic investments and operational expansions.

No assurances can be given

that the stock price will increase.

Precedent to the Right of the Company to Deliver a Put Notice

Shareholders’ obligation to accept Put Notices that are timely delivered by us under the EPA and to purchase of our Common Shares

under the EPA, are subject to satisfaction of the conditions precedent thereto set forth in the EPA, all of which are entirely outside

of Selling Shareholders’ control, which conditions include the following:

accuracy in all material respects of the representations and warranties of the Company included in the EPA as of the Put Date;

Company having paid the cash commitment fee or issued the Commitment Shares to an account designated by Selling Shareholder;

registration statement that includes this prospectus (and any one or more additional registration statements filed with the SEC that

include Common Shares that may be issued and sold by the Company to Selling Shareholder under the EPA) having been declared effective

under the Securities Act by the SEC, and Selling Shareholder being able to utilize this prospectus (and the prospectus included in

any one or more additional registration statements filed with the SEC under the RRA) to resell all of the Common Shares included

in this prospectus (and included in any such additional prospectuses);

Company obtaining all permits and qualifications required by any applicable state for the offer and sale of all Common Shares issuable

pursuant to such Put Notice, or will have the availability of exemptions therefrom;

Board of Directors approving the transactions contemplated by the EPA and RRA, which approval will remain in full force;

will not have occurred any event and there will not exist any condition or state of facts, which makes any statement of a material

fact made in the registration statement that includes this prospectus (or in any one or more additional registration statements filed

with the SEC that include Common Shares that may be issued and sold by the Company to Selling Shareholder under the EPA) untrue or

which requires the making of any additions to or changes to the statements contained therein in order to state a material fact required

by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of this prospectus

or the prospectus included in any one or more additional registration statements filed with the SEC under the RRA, in the light of

the circumstances under which they were made) not misleading;

Company performing, satisfying and complying in all material respects with all covenants, agreements and conditions required by the

absence of any statute, regulation, order, decree, writ, ruling or injunction by any court or governmental authority of competent

jurisdiction which prohibits the consummation of or that would materially modify or delay any of the transactions contemplated by

the EPA or the RRA;

in the Common Shares will not have been suspended by the SEC, Nasdaq or FINRA, the Company will not have received any final and non-appealable

notice that the listing or quotation of the Common Shares on Nasdaq will be terminated on a date certain (unless, prior to such date,

the Common Shares is listed or quoted on any other Principal Market, as such term is defined in the EPA), and there will be no suspension

of, or restriction on, accepting additional deposits of the Common Shares, electronic trading or book-entry services by The Depository

Trust Company with respect to the Common Shares;

Company will have authorized all of the Common Shares issuable pursuant to the applicable Put Notice by all necessary corporate action

of the Company;

accuracy in all material respects of the representations and warranties of the Company included in the applicable Put Notice as of

the applicable Put Date.

Short-Selling or Hedging by Selling Shareholder

Shareholder has agreed that none of Selling Shareholder, its sole member, any of their respective officers, or any entity managed or

controlled by Selling Shareholder or its sole member will engage in or effect, directly or indirectly, for its own account or for the

account of any other of such persons or entities, any short sales of the Common Shares or hedging transaction that establishes a net

short position in the Common Shares during the term of the EPA.

of Sales of our Common Shares under the EPA on our Shareholders

Commitment Shares that we issued, and the EPA Shares to be issued or sold by us, to the Selling Shareholder under the EPA that are being

registered under the Securities Act for resale by the Selling Shareholder in this offering are expected to be freely tradable.

by the Selling Shareholder of a significant amount of shares registered for resale in this offering at any given time, or the perception

that these sales may occur, could cause the market price of our Common Shares to decline and to be highly volatile.

Sales of our Common

Shares, if any, to the Selling Shareholder under the EPA will depend upon market conditions and other factors to be determined by us.

and when we do sell Common Shares to the Selling Shareholder pursuant to the EPA, after the Selling Shareholder has acquired such shares,

the Selling Shareholder may resell all, some or none of such shares at any time or from time to time in its discretion and at different

As a result, investors who purchase the shares from the Selling Shareholder in this offering at different times will likely pay

different prices for those shares, and so may experience different levels of dilution, and in some cases substantial dilution, and different

outcomes in their investment results.

Investors may experience a decline in the value of the shares they purchase from the Selling Shareholder

in this offering as a result of future sales made by us to the Selling Shareholder at prices lower than the prices such investors paid

for their shares in this offering.

In addition, if we sell a substantial number of Common Shares to the Selling Shareholder under the

EPA, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with the Selling

Shareholder may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that

we might otherwise wish to effect such sales.

the per share purchase price that the Selling Shareholder will pay for the EPA Shares in any put notice that we may elect to effect pursuant

to the EPA will be determined by reference to the VWAP during the applicable commitment period on the applicable put date for such put

notice, as of the date of this prospectus, it is not possible for us to predict the number of Common Shares that we will sell to the

Selling Shareholder under the EPA, the actual purchase price per share to be paid by the Selling Shareholder for those shares, or the

actual gross proceeds to be raised by us from those sales, if any.

of August 31, 2024, there were 8,425,352 Common Shares outstanding.

Company has already issued 741,499 shares against

EPA out of the total 13,910,991 shares only 13,169,492 shares can further be offered.

If all of the 13,169,492 shares offered

for resale by the Selling Shareholder under this prospectus were issued and outstanding, such shares would represent approximately

150% of the total number of outstanding Common Shares and approximately 249% of the total number of outstanding Common

Shares held by non-affiliates of our company, in each case as of August 31, 2024.

the EPA provides that we may sell up to $15.0 million of our Common Shares to the Selling Shareholder, only 13,910,991 shares (which

includes the 200,000 Commitment Shares, for which we have not and will not receive any cash consideration) are being registered under

the Securities Act for resale by the Selling Shareholder under the registration statement that includes this prospectus.

If we were to

issue and sell all of such 13,910,991 shares to the Selling Shareholder at an assumed purchase price per share of $0.97 (without taking

into account the 19.99% Exchange Cap limitation), representing the closing sale price of our Common Shares on Nasdaq on June 18, 2024,

we would only receive approximately $13.4 million in aggregate gross proceeds from the sale of such EPA Shares to the Selling Shareholder

under the EPA.

Depending on the market prices of our Common Shares on the put dates on which we elect to sell such EPA Shares to the

Selling Shareholder under the EPA, we may need to register under the Securities Act additional Common Shares for resale by the Selling

Shareholder in order for us to receive aggregate proceeds equal to the Selling Shareholders’ $15.0 million maximum aggregate purchase

commitment available to us under the EPA.

we elect to issue and sell to the Selling Shareholder more Common Shares than the amount being registered, we must file with the SEC

one or more additional registration statements to register such additional shares, which the SEC must declare effective, in each case

before we may elect to sell any additional shares to the Selling Shareholder.

For example, if the market price of our Common Shares falls

below $0.97, assuming no beneficial ownership limitations, we will be required to issue more shares than are currently being registered,

necessitating the filing of a new registration statement.

issuance of our Common Shares to the Selling Shareholder pursuant to the EPA will not affect the rights or privileges of our existing

shareholders, except that the economic and voting interests of each of our existing shareholders will be diluted.

Although the number

of Common Shares that our existing shareholders own will not decrease, the Common Shares owned by our existing shareholder will represent

a smaller percentage of our total outstanding Common Shares after any such issuance.

following table sets forth the amount of gross proceeds we would receive from the Selling Shareholder from our sale of Common Shares

to the Selling Shareholder under the EPA at varying purchase prices and subject to the limitation of the number of shares being registered

at this time:

Purchase Price

Registered Shares

to be Issued if

Full Purchase (1)

Percentage of

Outstanding Shares

After Giving Effect

to the Issuance to

Selling Shareholder (2)

Gross Proceeds

from the Sale of

Selling Shareholder

Under the EPA

the EPA provides that we may sell up to $15,000,000 of our Common Shares to the Selling Shareholder, we only registered 13,910,991

shares under the registration statement that includes this prospectus, which may or may not cover all of the shares we ultimately

sell to the Selling Shareholder under the EPA.

The number of shares to be issued as set forth in this column is without regard to

the Exchange Cap or Beneficial Ownership Limitation, but is limited to the actual number of shares being registered at this time.

Company already issued 741,499 shares under EPA during August 2024 and this includes 200,000 Commitment Shares

we issued to the Selling Shareholder only 13,169,492 shares can further be issued.

denominator is based on 8,807,019 Common Shares outstanding as of December 19, 2024 (which, for these purposes, includes the 200,000

Commitment Shares we issued to the Selling Shareholder and 541,499 shares issued during August 2024), adjusted to include the issuance of the number of shares set forth in the

adjacent column that we would have sold to the Selling Shareholder, assuming the average purchase price in the first column.

numerator is based on the number of shares issuable under the EPA at the corresponding assumed average purchase price set forth in

the first column.

closing sale price of our Common Shares on NYSE American on August 31, 2024.

November 13, 2024 the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional

investor, pursuant to which the Company issued and sold to the investor in a registered direct offering, 382,667 (the “RD Shares”)

of the Common Shares at a price of $0.60 per share, and pre-funded warrants to purchase up to 1,284,000 Common Shares at a price of $0.5999

per share and an exercise price of $0.0001 per Common Share.

securities to be issued in the registered direct offering were offered pursuant to the Company’s shelf registration statement on

Form S-3 (File No.

333-282629), initially filed by the Company with the Commission on October 15, 2024, as amended on October 25, 2024,

and declared effective on October 29, 2024.

The offering closed on November 14, 2024 for approximately $1.0 million in gross proceeds.

Canadian Mortgage and Mortgage Brokerage Industry

to the Bank of Canada, as of May 1, 2022 , Canada’s chartered banks held over $1.523 trillion of residential mortgages

(which amount does not include mortgages held by provincially regulated entities such as credit unions or mortgage investment corporations).

Mortgage lenders typically offer a range of products, with options for fixed or variable rates, varying terms and amortization periods,

as well as differing ancillary terms for pre-payment, incentives or other matters.

Interest rates are typically renegotiated every three

While mortgage lenders post both fixed and variable interest rates at which the lender offers mortgages of varying terms,

typically most lenders are willing to negotiate interest rates lower than those posted, a practice referred to as “discounting”.

The practice began in Canada in the early 1990s and is considered the norm in today’s mortgage market.

The practice of discounting

permits mortgage lenders to improve their ability to price discriminate and offer different rates to different borrowers based on their

willingness to pay.

Price discrimination allows lenders to increase their profits through negotiating different rates with individual

borrowers instead of offering a blanket reduction in rates.

The advent of price discrimination in the Canadian mortgage market has increased

the importance of the mortgage broker in the lending negotiation process.

In return for a fee (paid by the lending institution), the

mortgage broker is typically able to negotiate a better rate than the consumer, or to efficiently reduce the time and effort required

to be applied by the consumer to achieve similar results.

Mortgage brokers are provincially regulated and subject to training and licensing

requirements.

See “Regulatory Environment” for details.

However, there are relatively few barriers to entry in the mortgage

brokerage market.

Nevertheless, the ability of a given mortgage broker to erode lender price discrimination and secure rates at the lower

end of the range at which lenders are prepared to lend is dependent upon a number of factors.

While experience and negotiating ability

are relevant factors, a key factor in the potential success of a mortgage broker in securing advantageous rates is the bargaining power

of the mortgage broker, which varies directly with the volume of mortgages the broker is able to place with lenders.

Growth Strategy

overall aim has been to increase market share through organic (non-acquisition related) means and to achieve growth on the number of

mortgages funded annually.

In an effort to accomplish our growth goals, we maintain a consistent, focus on recruiting Field Agents and

overall Users.

We have employed a significant number of recruiters which has resulted in growth rate than most of our competitors.

with ongoing concentrated efforts towards recruiting, it has allowed us to gain a strong understanding of the competitive models that

exist and also to continually enhance our offerings in the most effective way to recruit and retain qualified Field Agents.

Additionally,

through MyPineapple, we are able to support Field Agents growth in sales volume, productivity and efficiency in delivering mortgage solutions

and increasing corporate revenue.

Our aim has always been to have the leading model on which to recruit and support Field Agents, based

on offering them a superior value-proposition.

Brokerage Market Conditions

January 1, 2018, the Office of the Superintendent of Financial Institutions Canada (“OSFI”) adopted Guideline B-20 - Residential

Mortgage Underwriting Practices and Procedures (the “Guideline B-20”).

The revised Guideline B-20 applies to all federally

regulated financial institutions.

The changes to Guideline B-20 reinforce OSFI’s expectation that federally regulated mortgage

lenders remain vigilant in their mortgage underwriting practices.

As Guideline B-20 made mortgage borrowing more difficult for many Canadians,

management believes more Canadians may have turned to mortgage brokers to help navigate the complex rules.

Management expects that mortgage

brokers will increase their market share in the coming years due to the following factors:

Mortgage regulations have become more stringent in recent years, affecting the number of individuals that can qualify

for conventional bank mortgages.

As a result, these individuals are turned away from banks and seek out mortgage brokers for assistance

in obtaining a mortgage.

With new products to offer, mortgage brokers will tend to appeal to a larger demographic/population base and also retain

clients more effectively.

Twenty years ago, only a minimal percentage of the Canadian population used mortgage brokers, as brokers were viewed

generally as a last resort to obtaining a mortgage.

Over the years, this perception has shifted, and Canadians are now using mortgage

brokers to obtain better mortgage rates and to save money.

The generation that was reaching a home-buying age when brokers had little

or no market share is aging and continually being replaced by younger, mortgage broker friendly Canadians.

of Mortgages:

Many consumers are not sufficiently financially literate to ask the right questions when applying for a loan at a bank.

As financial products become more complicated, more Canadians seek assistance to understand the complexities and alternatives.

Broker Business Sophistication:

As mortgage broker business sophistication increases, the Company expects the volume of renewal business

funded by mortgage brokers to increase.

Rates May Increase:

As interest rates have been at historical lows for a significant period, many believe that interest rates will

increase in years to come.

In a higher interest rate environment, the Company anticipates that a growing proportion of consumers

will likely shop for the best mortgage opportunities, driving the more conservative “single-bank” mortgage consumers

to use mortgage brokers.

By utilizing MyPineapple and other available technologies, mortgage brokers have the ability to access client demographic and credit

information and quickly and efficiently disseminate credit applications to various lenders across Canada.

Technology provides the

mortgage broker and clients with the ability to efficiently access home specific and third-party data such as appraisals, credit

reports and related credit application information in a highly efficient and cost-effective manner.

primary competitors consist of the following 3 categories:

to August 31, 2025, the Company entered into several material financing and digital-asset transactions.

Management has evaluated

these events in accordance with ASC 855, Subsequent Events , and determined that they represent non-recognized subsequent

events require ing disclosure but no adjustment to the consolidated financial statements as of and for the year ended August 31,

Digital Asset Treasury Initiative

September 2, 2025, the Company entered into a Securities Purchase Agreement with certain accredited investors to issue 24,642,700

subscription receipts at an offering price of US $3.80 per subscription receipt, with respect to certain purchasers, and US $4.16

per subscription receipt, with respect to certain purchasers.

private placement closed on September 4, 2025, raising approximately US $100 million in aggregate proceeds consisting of cash and

Injective (INJ) tokens, all of which are held in escrow pending satisfaction of specified escrow release conditions under the

Subscription Receipt Agreement.

October 31, 2025, shareholders approved the issuance of the underlying common shares.

The Company is preparing a registration statement

on Form S-1 to register the resale of approximately 25.7 million shares, including those issuable upon exercise of associated warrants.

Escrowed funds will be released upon SEC effectiveness of the registration statement and NYSE American approval of listing of the underlying

Loan Facility

September 15, 2025, the Company executed a Master Loan and Security Agreement with Voltedge Finance Inc., providing for a revolving credit

facility of up to US $15.0 million.

As of November 2025, US $11.4 million had been drawn under the facility and invested in INJ tokens

as part of the Company’s digital-asset treasury strategy.

The facility is secured by a corporate guarantee from Cooppers Financial

Group and pledges over certain digital-asset holdings.

Lion Equity Line of Credit (ELOC)

September 4, 2025, the Company entered into a Common Stock Purchase Agreement with White Lion Capital LLC, establishing an equity

line of credit of up to US $250 million.

The agreement allows the Company, at its discretion, to issue and sell common shares over a

24-month period, subject to volume and pricing limitations.

As of the date of issuance of these financial statements, no shares have

been issued, and the arrangement has not yet been registered with the SEC.

concluded that these transactions occurred after year-end and therefore did not require adjustment to the accompanying consolidated financial

The Company will continue to monitor subsequent developments related to the escrow releases, SEC registration processes,

and loan facility utilization for disclosure in future filings.

The Canadian Mortgage and Mortgage Brokerage Industry

Canadian mortgage market represents one of the largest and most stable segments of the national financial system, with residential mortgage

credit exceeding $1.8 trillion as of 2025, according to data from the Bank of Canada.

This total does not include mortgages held by provincially

regulated entities such as credit unions or mortgage investment corporations.

lenders in Canada offer a broad range of products featuring fixed or variable interest rates, varying terms and amortization periods,

and differing provisions for pre-payments, rate holds, and other features.

Interest rates are typically renegotiated every three to five

While lenders post benchmark rates, actual mortgage pricing is widely negotiated—a practice referred to as “discounting”—which

has become an established norm across the industry.

This approach enables lenders to offer customized pricing based on borrower risk

profiles and market conditions.

environment has elevated the role of the independent mortgage broker as a key intermediary between borrowers and lenders.

Brokers leverage

their lender relationships and market insight to secure competitive rates and terms for their clients.

In return for a fee, typically

paid by the lender, brokers help borrowers navigate an increasingly complex rate and qualification environment.

Mortgage brokers are

provincially regulated and must meet licensing and continuing-education standards.

Although barriers to entry remain modest, a broker’s

ability to negotiate advantageous terms is closely tied to their volume, reputation, and lender relationships.

Market Position and Growth Strategy

growth strategy focuses on expanding market share organically by increasing the number of mortgages funded annually and strengthening

our network of mortgage professionals.

Our approach emphasizes recruitment, retention, and empowerment of high-performing Field Agents

through superior technology, marketing support, and operational efficiency.

proprietary platform, MyPineapple, is designed to enhance agent productivity and client service through advanced deal management tools,

marketing automation, and real-time data analytics.

This digital infrastructure allows our agents to process applications more efficiently,

improve client conversion, and increase overall sales volume.

continue to invest in recruitment and training initiatives that have positioned Pineapple among the fastest-growing mortgage brokerages

By maintaining a deep understanding of competing brokerage models, we continually refine our value proposition to attract

and retain top-performing agents.

long-term vision is to establish Pineapple as Canada’s leading digital-first mortgage platform, connecting brokers, lenders, and

consumers through a unified ecosystem built on transparency, technology, and trust.

Through innovation and scale, we aim to strengthen

our competitive position and create sustained value for our stakeholders.

Regulatory backdrop.

Guideline B-20 has governed residential mortgage underwriting for federally regulated lenders since January 1, 2018 1 .

November 2024, OSFI exempted uninsured “straight-switch” renewals between federally regulated lenders from the

prescribed minimum qualifying rate (MQR) when the loan amount and amortization 2 do not increase 3 Separately,

the federal government introduced policy changes effective in 2024–2025, including permitting 30-year amortizations for

insured mortgages for first-time buyers of newly built homes (effective August 1, 2024) increasing the Home Buyers’ Plan (HBP)

withdrawal limit to $60,000 (for withdrawals after April 16, 2024) .

In this environment, consumers continue to seek broker guidance

to navigate product terms, renewals, and rate complexity;

CMHC’s Mortgage Consumer Surveys highlight sustained demand for

professional advice across buying, renewing, and refinancing cohorts.

drivers of broker usage.

Underwriting stringency and evolving supervisory expectations sustain demand for broker intermediation and alternative product access.

Product complexity and segmented borrower profiles heighten the value of multi-lender comparison and advice.

Renewals and switches remain an important activity channel for brokers, aided by the 2024 MQR change for uninsured straight

Digital expectations favor platforms that centralize documents, credit data, and lender connectivity for faster turn times.

1.Traditional

mortgage brokerages.

These mortgage companies provide clients a more traditional way of obtaining mortgages by sourcing business

through referrals while processing loan applications with limited access to technology and face-to-face meetings.

As many of these

organizations have been operating for decades, they have had time to cultivate relationships and build strong portfolios of customers.

They access Canada’s leading lenders for their products and services.

Examples are:

Dominion Lending Centres (TSX:

DLCG), Verico,

Mortgage Alliance and Centum.

National networks and franchise systems with established lender relationships and scale (e.g., Dominion Lending

Centres, Verico, Mortgage Alliance, Centum).

mortgage companies.

A fairly new breed of mortgage company that is sprouting from the digital evolution currently taking place in

our landscape.

These companies are focused on a direct-to-consumer model by offering a digital mortgage experience, however, they

are still using a more traditional structure in the back office to fund mortgage solutions through Canada’s largest lenders.

Examples are:

Nesto, Homewise and Motus Bank.

Direct-to-consumer offerings emphasizing online origination while funding through major lenders or captive entities

(e.g., Nesto, Homewise).

technology providers.

These are companies that provide software and technology solutions to some of the traditional mortgage brokerages

and companies that have not invested or developed their own technology solutions.

The providers are typically focused on specific

problems and providing solutions to segments of mortgage workflow.

They can be expensive and difficult for traditional companies

to implement.

Examples are:

Finmo, Lenders and Lender Spotlight.

compete with a number of mortgage brokerage companies.

However, we offer competitive advantages relative to alternative mortgage broker

arrangements as a result of the following:

Consolidation:

As personal debt levels continue to grow, we offer a unique opportunity of allowing potential borrowers access to

their home equity to consolidate debts at lower interest rates.

Interest only payments will provide lower and more flexible payment

terms which will free clients cash flow for savings and help them establish better control over their personal finances.

Home Purchase:

With access to Canada’s top lenders, we can help our clients find a mortgage solution best suited for their

individual needs.

Our Field Agents are trained at finding a mortgage solution that fits into a client’s overall wealth plan

and helps the client obtain the lowest overall cost of borrowing.

We will encourage and assist clients to either take equity out of their homes or refinance into lower interest rates.

We allow clients to easily transfer to another lender upon renewal.

and Construction:

With homebuyers seeing historic appreciation in home values the market has seen the “move up” buyer

decide to stay and renovate existing property with the equity they have quickly grown.

This has provided an opportunity for us to

focus on providing the short-term financing required for such home renovation projects, while the major banks have slowly pulled

out or limited their exposure in this area with government regulations changes to the home equity line of credit program.

As large numbers of Canadians move into business for self, we have found an increase demand for a mortgage product that

can suit their needs.

Typically these borrowers have good credit ratings and assets but can’t verify their income through traditional

means such as tax filings and pay stubs.

Damaged or challenged credit files are something that needs a financing solution.

We take a holistic approach in determining

the risk as it maps out a solution.

Mortgages for these types of clients will need to improve their situation either by increasing

cash flow, reducing debt load or increasing income potential.

We will ask referring brokers to maintain close relationships with

these clients to work on rehabilitation.

With exclusive access and expertise in private lending, we can ensure clients have knowledge of all available resources

in the market.

We are able to provide advanced technology solutions to differentiate us from our competitors, including:

Analytics - Optimized Retention - Enhanced Customer Experience:

As a data driven mortgage company MyPineapple harnesses the power

of data which we acquire through the mortgage process and use it to help make meaningful decisions which save the client money, time

and improve the customer experience.

Customer Profiling - Optimized Retention:

Using a proprietary scoring and profiling process, we are able to uniquely segment clients

and provide most televant information and resources to them at a meaningful point in the mortgage process.

Processing Centre - Focused Team - Increased Productivity:

Having an internal underwriting and mortgage processing center allows

us increased conversion, higher funding ratio’s and maximize productivity of our Field Agents.

Signals - Marketing Efforts - Focused Engagement:

Driving real-time signals to our Field Agents when conversion opportunities present

Transfer - Increased Accuracy - Performance:

Comprehensive education technologies platform allows us to align the right product to

the right lender and client.

Integrity - Optimized Decision Making:

We have built safeguards to ensure data integrity and accuracy.

Generation and Market Segmentation:

MyPineapple quickly segments leads for personalized marketing.

It then markets on behalf of the

agent, turning cold leads into warm leads for faster customer acquisition.

Field Agents receive real-time notifications for email,

as well as reminders and scripts to ensure nothing is missed.

Triggers and Enhanced Workflow —MyPineapple directly syncs to calendars and emails.

Tasks can easily be inputted into the system

and email reminders ensure Field Agents remember to follow up.

Intuitive automation then kicks in to guide Field Agents and all stakeholders

through the entire process.

Community via Chatter:

MyPineapple connects Field Agents directly to the underwriting team, as well as other agents throughout the

organization.

This creates a support network, sense of work community and ultimately accelerates the response time.

database of educational tools known as KNOWLEDGE - This online information resource is an online library with over 2000 resources,

containing training videos that cover everything, from lender guidelines, sales and marketing tips, to deals training and more.

Analytics and Reporting Features that turn data into actionable insights - This maximizes opportunity and creates lifetime customer

value which lowers acquisition costs and significantly increases revenue.

Point-solution vendors for specific workflow steps (document intake, pricing, underwriting support) that require

integration by legacy firms.

Broad panel access across banks, trust companies, and mortgage finance companies enables product fit for purchase, refinance,

switch, and alternative-credit scenarios;

Field Agents are trained to align recommendations with client objectives and total cost of

PineappleONE centralizes lead routing, CRM, document collection, compliance workflows, lender connectivity, and funded-deal

Data models segment clients and surface retention/cross-sell opportunities via actionable signals and automated reminders.

Education and knowledge resources support file quality, lender fit, and compliance.

Role-based access controls and audit trails are designed

to strengthen data integrity and reporting.

Centralized pre-underwriting and processing support can improve conversion and funding ratios while allowing Field Agents to focus on

acquisition and advice.

Marketing automation and segmented communications reduce acquisition costs and enhance lifetime value.

Asset Treasury Strategy (Treasury Strategy) and On-Chain Development

Asset Treasury (Treasury Strategy).

We have established the board-supervised Treasury Strategy program to support research, ecosystem

partnerships, and technology experimentation.

The Treasury Strategy is segregated from core brokerage operations and is governed by policies

addressing custody, valuation, financial reporting, volatility limits, and disclosure.

The Treasury Strategy does not involve customer

OSFI — Final Revised Guideline B-20 (effective Jan.

https://www.osfi-bsif.gc.ca/en/guidance/guidance-library/final-revised-guideline-b-20-residential-mortgage-underwriting-practices-procedures.

OSFI — Exemption of MQR for uninsured “straight-switch” renewals (announcement, Nov.

https://www.osfi-bsif.gc.ca/en/guidance/guidance-library/osfi-exempts-uninsured-mortgage-straight-switches-prescribed-mqr-implements-portfolio-lti-limits.

OSFI — Exemption of MQR for uninsured “straight-switch” renewals (announcement, Nov.

https://www.osfi-bsif.gc.ca/en/guidance/guidance-library/osfi-exempts-uninsured-mortgage-straight-switches-prescribed-mqr-implements-portfolio-lti-limits.

mortgage development.

We are conducting R&D on using distributed-ledger technologies for discrete mortgage-lifecycle elements

(e.g., identity/document attestations, collateral and lien registries, servicing data integrity, investor reporting).

These initiatives

are exploratory and non-revenue-generating;

any deployment will require successful technical validation, market acceptance, appropriate

regulatory permissions, and robust privacy, security, and compliance controls.

competitive set.

mortgage technology evolves, we expect competition from fintechs, infrastructure providers, and financial institutions pursuing tokenization,

data-sharing standards, or real-time settlement use cases.

We believe our combination of active brokerage distribution, proprietary workflow

software, and compliance infrastructure positions us to evaluate and selectively pilot on-chain capabilities while maintaining client

and regulatory safeguards.

Skill and Knowledge

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in the operation and management of our business.

business is substantially dependent on our proprietary technology platform, MyPineapple, which it licenses from Salesforce.

Company has not registered any intellectual property rights with respect to MyPineapple, it relies on trade secrets to protect the applicable

proprietary information.

Additionally, MyPineapple has been built through various development partners, such that no single developer

has access to the complete technological architecture.

See “Business — Material Contracts” for more information on

the Salesforce Agreement

Additionally,

we rely on confidentiality agreements with its employees, consultants and advisors to protect its trade secrets and other proprietary

Nonetheless, these agreements may not effectively prevent disclosure of confidential information and may not provide an

adequate remedy in the event of unauthorized disclosure of confidential information.

If we are not able to adequately prevent disclosure

of trade secrets and other proprietary information, the value of its business could be significantly diminished.

connection with the development of MyPineapple, we entered into a licensing agreement with Salesforce.com, Inc.

CRM) December

1, 2020 (the “Salesforce Agreement”) and expires on March 31 2025.

Salesforce is a cloud-based software company headquartered

in San Francisco, California.

It provides customer relationship management software and applications focused on sales, customer service,

marketing automation, analytics, and application development.

Pursuant to the Salesforce Agreement, we are licensed to use the Salesforce

software as the platform or infrastructure on which we build the various applications such as MyPineapple.

The applications we develop

on this platform are the core that drive the operational software and applications used by Field Agents to initiate and process mortgage

originations, which is the primary basis of our revenue generation.

The Company is billed annually at a rate of $807,435 per year, which

was during the year ended August 31, 2024

Our business relies heavily on the continued development,

functionality, and security of our proprietary technology platform, Pineapple Plus, which is now fully developed and maintained in-house.

The Company no longer utilizes the Salesforce platform and has transitioned entirely to internally controlled systems and infrastructure.

Pineapple Plus has been architected through a combination of internal development resources and multiple specialized third-party development

however, no single developer or vendor has access to the platform’s complete source code or architecture.

This diversified

development structure enhances system security and reduces reliance on any single external contributor.

We protect the proprietary components

of Pineapple Plus primarily through trade secrets, internal controls, and contractual confidentiality obligations, rather than registered

intellectual property rights.

All employees, consultants, and advisors with access to our platform or related information are subject

to confidentiality and non-disclosure agreements designed to protect our technology assets and other proprietary information.

these protections, confidentiality agreements may not always prevent unauthorized use or disclosure of sensitive information, and the

remedies available in the event of a breach may be inadequate.

If we are unable to effectively safeguard our proprietary technology and

trade secrets, our competitive position and the value of our platform could be materially impacted .

enter into affiliation agreements with Affiliate Brokers, pursuant to which we and the Affiliate Broker enter into an affiliation relationship

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an indefinite term and may be terminated by either party upon thirty days written notice.

Management Agreement

to the Securities Purchase Agreement, on September 4, 2025, the Company entered into an Asset Management Agreement (the “Asset

Management Agreement”) with Canary Capital Group LLC (the “Asset Manager”).

Under the Asset Management Agreement, the

Asset Manager has been appointed to provide certain asset management services with respect to cryptocurrency assets acquired by the Company

in connection with the Private Placement (the “Account Assets”) maintained with one or more custodians or cryptocurrency

wallet providers acceptable to the Asset Manager.

Such asset management services will commence when the Subscription Receipt Agent has

(i) notified the INJ Escrow Agent that all Escrow Release Conditions have been satisfied or waived and (ii) has instructed the INJ Escrow

Agent to deem that title to the INJ proceeds of the Private Placement be transferred to the Company, with 30% of such assets to be managed

by the Asset Manager and 70% of the assets to be managed by the Advisor as a sub-advisor under the Asset Management Agreement.

consideration for the Asset Manager’s services, the Company will pay an asset-based fee equal to 1% per annum of the Account Assets,

which shall be calculated and paid at the end of each quarter, as determined by the Asset Manager in a commercially reasonable manner

based on available prices on Coinmarketcap.com.

The Company may make no more than one withdrawal from the Account Assets per calendar

quarter, and each such withdrawal shall not exceed $10,000 in value of INJ during the first year.

Thereafter, more frequent withdrawals

of more than $10,000 can be made for legitimate business purposes if such withdrawal is pre-approved by the independent members of the

Board, provided that the Company cannot make a withdrawal of more than 50.1% of the Account Assets without the prior approval of a majority

of the stockholders of the Company.

The Asset Management Agreement continues in effect until terminated for cause by the Company upon

thirty (30) days’ prior written notice or terminated for cause by the Asset Manager upon thirty (60) days’ prior written

The Asset Management Agreement contains customary representations, indemnification provisions, confidentiality obligations, and

a non-exclusivity clause.

The Asset Management Agreement limits the liability of the Asset Manager to the Company for losses arising

under the agreement to cases of willful misconduct, gross negligence, fraud or material breach of contract.

Advisory Agreement

September 4, 2025, the Company entered into a Trading Advisory Agreement (the “Trading Advisory Agreement”) with Monarq Asset

Management LLC (the “Advisor”).

Under the Trading Advisory Agreement, the Company appoints the Advisor to manage the investment

of all digital assets, digital asset derivatives, cash and other assets contained in the Account (as defined in the Trading Advisory

Agreement) established by the Company with Bitgo Trust Company, Inc.

The Trading Advisory Agreement continues in effect until the earlier

(i) termination by either party for upon the occurrence of a material breach that is not cured within fifteen days of notice from

the non-breaching party, or (ii) the third anniversary of the Trading Advisory Agreement, provided that the Trading Advisory Agreement

will be automatically renewed for successive one-year periods unless either party provides written notice of its intention not to renew

at least thirty days prior to the expiration of such term.

The Company may make no more than one withdrawal from the Account Assets per

calendar quarter, and each such withdrawal shall not exceed $10,000 in value of INJ during the first year.

Thereafter, more frequent

withdrawals of more than $10,000 can be made for legitimate business purposes if such withdrawal is pre-approved by the independent members

of the Board, provided that the Company cannot make a withdrawal of more than 50.1% of the Account Assets without the prior approval

of a majority of the stockholders of the Company.

services of the Advisor under the Trading Advisory Agreement will commence when the Subscription Receipt Agent has (i) notified the INJ

Escrow Agent that all Escrow Release Conditions have been satisfied or waived and (ii) has instructed the INJ Escrow Agent to deem that

title to the INJ proceeds of the Private Placement be transferred to the Company, with such assets to be managed by the Asset Manager

and the Advisor.

consideration for the Advisor’s services, the Company will pay to the Advisor a quarterly management fee equal to 0.25% (a 1.0%

annual rate) of the Account Equity (as defined in the Trading Advisory Agreement) as of the beginning of each calendar quarter regardless

of whether there are realized or unrealized profits with respect to the account.

The Trading Advisory Agreement includes customary representations

and warranties and confidentiality provisions, as and provides for indemnification of the Advisor by the Company subject to exclusions

for bad faith, gross negligence or willful misconduct by the Advisor.

Stock Purchase Agreement

September 4, 2025, the Company entered into a Common Stock Purchase Agreement (the “ELOC Purchase Agreement”) with White

Lion Capital, LLC (“White Lion”), whereby the Company has the right, but not the obligation, to sell to White Lion, and White

Lion is obligated to purchase, up to an aggregate of $250,000,000 (the “Commitment Amount”) Common Shares.

Company does not have a right to commence any sales of Common Shares to White Lion under the ELOC Purchase Agreement until all conditions

to the Company’s right to commence sales, as set forth in the ELOC Purchase Agreement, have been satisfied, including that a registration

statement covering the resale of such shares is declared effective by the Commission.

No such registration statement has been filed and,

as a result, the Company does not have right to commence the sale of Common Shares to White Lion.

During the twenty four (24) months

following the effective date of the ELOC Purchase Agreement, we are prohibited from entering into any other “equity line”

or substantially similar facility in which an investor is obligated to purchase our securities over time at prices based on the then-current

market price without White Lion’s prior written consent, except for at-the-market offerings through a registered broker-dealer

and issuances upon conversion or exercise of existing derivative securities.

ELOC Purchase Agreement contemplates that the purchase price for Common Shares sold to White Lion will be market-based and determined

by the type of Purchase Notice (as defined in the ELOC Purchase Agreement) issued:

under rapid purchase notices the price will be tied

to the lowest traded market price at specified times (with one rapid option effectively at market and the other at a 1% discount), and

under regular purchase notices the price will be a discounted percentage of the lowest daily volume-weighted average price during the

valuation period (approximately a 2.5%–3% discount based on the Company’s cumulative investment level as set forth in the

ELOC Purchase Agreement).

trading in our common shares is suspended, halted, or our shares are delisted during an active Purchase Notice under the ELOC Purchase

Agreement, White Lion will purchase the shares subject to that notice at a price of $0.01 per share.

ELOC Purchase Agreement prohibits the Company from directing White Lion to purchase any Common Shares if those shares, when aggregated

with all other Common Shares then beneficially owned by White Lion (as calculated pursuant to Section 13(d) of the Securities Exchange

Act of 1934, as amended), would result in White Lion beneficially owning more than 4.99% of the outstanding Common Shares (the “Beneficial

Ownership Limitation”), which may be increased to 9.99% at White Lion’s discretion upon 61 days’ prior written notice.

consideration for White Lion’s execution and delivery of, and agreement to perform under the ELOC Purchase Agreement, the Company

sent to White Lion a number of Injective Tokens (INJ) equal to $1,500,000 divided by the lowest trade price of the token seen on Coinbase

three (3) hours prior to delivery of the token (the “Commitment Fee”).

with the ELOC Purchase Agreement, the Company and White Lion entered into the Registration Rights Agreement.

Company does not expect its business to be affected in the current financial year by renegotiation or termination of contracts or sub-contracts.

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Incorporation

Company was incorporated under the OBCA on October 16, 2015 under the name “2487269 Ontario Limited” (doing business under

Company was incorporated under the Business Corporations Act (Ontario) on October 16, 2015 under the name “2487269 Ontario Limited” (doing business under

the name of Capital Lending Centre).

On June 16, 2021, the Company changed its name to “Pineapple Financial Inc.” and on February 14, 2023, the Company continued out of the

jurisdiction of Ontario under the Business Corporations Act (Ontario) and into the federal jurisdiction of Canada under the Canada Business

Corporations Act.

The Company’s head office is located at Unit 200, 111 Gordon Baker Road, North York, Ontario

M2H 3R1 and its registered and records office is located at 67 Mowat Avenue Suite 122, Toronto, Ontario M6K 3E3.

On June 16, 2021, the

Company changed its name to “Pineapple Financial Inc.”

Company has two wholly owned subsidiaries:

1 unchanged sentence

(“Pineapple Insurance”) and Pineapple National Inc.

Pineapple Insurance was incorporated under the OBCA on December 14, 2016, under the name “CLC Insurance Inc.”

and changed its name to Pineapple Insurance Inc.

on July 12, 2021.

Pineapple Insurance has a registered and records office located at

Suite 200, 111 Gordon Baker Road, Suite 200, North York, Ontario M2H 3R1.

Pineapple National was incorporated under the Canada Business

Corporations Act on November 9, 2021, with a registered and records office located at 10th Floor, 595 Howe Street, Vancouver, British

Columbia V6C 2T5.

(“Pineapple National”).

Pineapple Insurance was incorporated under the Business Corporations Act (Ontario) on December

14, 2016, under the name “CLC Insurance Inc.” and on July 12, 2021, changed its name to “Pineapple Insurance

Pineapple Insurance has a registered and records office located at Suite 200, 111 Gordon Baker Road, North York,

Ontario M2H 3R1.

Pineapple National Inc.

was incorporated under the Canada Business Corporations Act on November 9, 2021, with a

registered and records office located at 2600 – 1066 West Hastings Street, Vancouver, British Columbia V6C 2T5.

The Company also holds 5% of the issued and outstanding Class A Shares of 4313305 Canada Inc.

(doing business as MCommercial) and 5% of

the issued and outstanding shares of 7326904 Canada Inc.

(doing business as Mortgage Alliance Corporation).

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business