What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-12-03 compared with 2024-12-20 · 1030 added, 816 removed, 1094 unchanged (63% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

are transitioning to and will maintain disclosure controls and procedures that are designed to ensure that information required to be

disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and timely reported as provided

in SEC rules and forms and that such information is accumulated and communicated to our management, as appropriate, to allow for timely

decisions regarding required disclosure.

We will periodically review the design and effectiveness of our disclosure controls and procedures,

including compliance with various laws and regulations that apply to our operations.

We will make modifications to improve the design

and effectiveness of our disclosure controls and procedures and may take other corrective action if our reviews identify a need for such

modifications or actions.

In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures,

no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and we will

apply judgment in evaluating the cost-benefit relationship of possible controls and procedures.

In addition, the design of any system

of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that

any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate

because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations

in a control system, misstatements due to error or fraud may occur and not be detected.

of August 31, 2025, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management

conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e)

and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”).

Based on this evaluation, management concluded that these disclosure controls and procedures were effective as of that date in ensuring

that information required to be disclosed in reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized,

and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management,

including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Company continues to strengthen its control environment by periodically reviewing the design and effectiveness of its disclosure controls,

updating procedures for regulatory compliance, and implementing improvements as appropriate.

While management believes these controls

are effective, it recognizes that any control system can provide only reasonable assurance, not absolute assurance, that all control

objectives will be met due to inherent limitations, including human error, cost-benefit considerations, and potential changes in operating

Report on Internal Control over Financial Reporting

to Section 404 of the Sarbanes-Oxley Act of 2002, the Company’s management is responsible for establishing and maintaining adequate

internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

The Company’s

internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with US GAAP.

internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective

can provide only reasonable assurance with respect to financial statement preparation and presentation.

Because of the inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to

future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

of August 31, 2024, management assessed the effectiveness of the Company’s internal control over financial reporting based on the

criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO).

Based on its assessment using those criteria, management concluded that the Company maintained effective internal

control over financial reporting as of August 31, 2024.

Changes in Internal Control Over Financial Reporting

have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”), as defined in

Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

ICFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements in conformity with U.S.

has assessed the effectiveness of the Company’s ICFR as of August 31, 2025, using the criteria set forth in the Internal Control,

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of

August 31, 2025.

management believes the Company’s ICFR is effective, any control system—no matter how well designed and operated, has inherent

Therefore, even effective controls can provide only reasonable, not absolute, assurance that material misstatements will

be prevented or detected.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may

become inadequate due to changes in conditions or that compliance with established policies or procedures may deteriorate.

in Internal Control over Financial Reporting

the fiscal year ended August 31, 2025, there were no changes in the Company’s internal control over financial reporting that have

materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management continues to implement ongoing improvements, including enhanced documentation, independent review procedures, and segregation

of duties, to maintain a robust control environment.

Report of Independent Registered Public Accounting Firm

Annual Report does not include an attestation report of our registered independent public accounting firm regarding internal control

over financial reporting due to an exemption established by the JOBS Act for “emerging growth companies.”

over financial reporting, pursuant to the exemption provided to emerging growth companies under Section 103(a)(3)(C) of the Jumpstart

Our Business Startups (JOBS) Act.

on Effectiveness of Controls

does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent or detect all errors

or acts of fraud.

Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance

of achieving its objectives.

The design of a control system must reflect the fact that there are resource constraints and that management

must apply judgment in evaluating the cost-benefit relationship of possible controls and procedures.

of the inherent limitations in any system of internal control, misstatements due to error or fraud may occur and not be detected.

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because

of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Management remains committed

to maintaining a strong control environment and to continuously enhancing its systems and oversight to safeguard the integrity of the

Company’s financial reporting.

OTHER INFORMATION.

officer, as defined in Rule 16a-1(f), or director adopted

and/or terminated

a “Rule 10b5-1 trading arrangement”

or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the fourth fiscal quarter of

the fourth fiscal quarter of 2025, no officer or director of Pineapple Financial Inc.

(as defined in Rule 16a-1(f) under the Securities

Exchange Act of 1934) adopted , modified , or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as

those terms are defined in Item 408(a) of Regulation S-K.

than the matters previously disclosed in this Annual Report on Form 10-K, there is no additional information required to be reported

pursuant to Item 9B of Form 10-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

4 unchanged sentences

Financial Officer

Strategy Officer

COO, and Director

39 unchanged sentences

Habib has been the Chief Financial Officer of the Company since April 10, 2023.

Mitchell , Chief Strategy Officer

established professional in the mortgage industry, Christa has more than 15 years of experience in sales, technology, and executive management.

In previous roles at Mortgage Alliance, she succeeded in growing and managing a 90-members independently owned affiliate brokerage network

and championing the company’s enterprise technology platform, where she was responsible for sales, education and the support team.

While Vice President of Operations at her previous position, she directed corporate administration, payroll systems, broker recognition

and networking events.

In 2020, she was recognized in the Canadian Mortgage Professional’s annual ‘Women of Influence’,

which highlights female leaders who have been breaking down barriers in the mortgage industry and making it more inclusive.

Christa brings

over 15 years of sales, technology, and administrative experience in the mortgage industry.

Most recently Christa excelled as the company’s

Vice President of Operations where she directed corporate administration, payroll systems, broker recognition and networking events.

Mitchell has been the Chief Strategy Officer of the Company since April 2020.

From April 1, 2020 to September 5, 2024, Ms.

Mitchel served

as a member of our board of directors.

Before that, Ms.

Mitchell was the Vice President of Operations and Vice President of Sales, Service

and User Experience of Mortgage Alliance between September 2005 and March 2020.

Marin , President, Chief Operating Officer and Director

69 unchanged sentences

since August 2004.

Besharat , Director

currently serves as Director of Investment Banking at Gravitas Securities Inc., a Canadian leading full-service investment dealer where

he helps with the advisory, restructuring, corporate finance, and mergers and acquisitions mandates across the firm’s platform.

Gravitas Securities Inc.

is a full-service investment dealer platform registered with Investment Industry Regulatory Organization of

Canada (IIROC) and a member of Canadian Investor Protection Fund.

Nima has experience in wealth management and asset management at Scotiabank

BNS) and TD Bank Group (TSX:

holds a Bachelor of Arts in Economics and History from Western University, a Bachelor of Laws (Hons.) from the University of Sheffield,

a Master of Laws in International Business Law from King’s College London, University of London (Dr.

Peter Dyne Scholar), and a

Postgraduate Diploma in Legal Practice (Corporate Finance) from the University of Law (UK).

Nima was called to the bar in Ontario in

He has completed the Canadian Securities Course, Conduct and Practices Handbook Course, Chief Compliance Officers Qualifying Exam

and the Partners, Directors and Senior Officers Course through the Canadian Securities Institute.

Nima was nominated for the Investment

Industry Association of Canada (IIAC) Top 40 Under 40 Award in 2020, recognizing professionals whose accomplishments have brought distinction

to the investment/financial industry.

Directorships

4 unchanged sentences

Issuers (or the Equivalent)

EMERGE Commerce Ltd.

American Aires Inc.

Real Luck Group Ltd.

Parvis Invest Inc.

Gravitas III Capital Corp.

Commerce Ltd.

Capital Fund.

Board has determined that these inter-locking directorships do not adversely impact the effectiveness of these directors on the Board

112 unchanged sentences

with all Section 16(a) filing requirements.

Board adopted the Clawback Policy (the “Clawback Policy”), providing for the recovery of certain

incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate

any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued

financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected

in the current period.

adopted the Clawback Policy (the “Clawback Policy”), providing for the recovery of certain incentive-based compensation from

current and former executive officers of the Company in the event the Company is required to restate any of its financial statements

filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued financial statements,

or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current

A copy of the Clawback Policy has been filed herewith, as exhibit 97.1.

7 unchanged sentences

last two fiscal years:

Name and Principal Position

Shubha Dasgupta,

Chief Executive Officer

Rupen Shah (1),

and Principal Position

Stock Units($)

Executive Officer

and Chief Operating Officer

Chief Financial Officer

Christa Mitchell,

Chief Strategy Officer

Kendall Marin,

President and Chief Operating Officer

Sarfraz Habib Chief Financial Officer

Shah resigned as CFO of the Company in January 2023.

Equity Awards at 2025 Fiscal Year-End

1 unchanged sentence

year ended August 31, 2025.

Principal Position

Units of Stock

Option Awards

Restricted Stock Units

Name and Principal Position

or Units of Stock

Stock As on August 31, 2025

Shubha Dasgupta,

June 14, 2026

July 16, 2035

Chief Executive Officer and Director

1 unchanged sentence

June 14, 2026

July 16, 2035

June 14, 2026

July 16, 2035

Chairman of the Board

1 unchanged sentence

June 14, 2026

July 16, 2035

President, Chief Operating Officer, and Director

Christa Mitchell,

June 14, 2026

Chief Strategy Officer and Director

June 14, 2026

Nima Besharat,

June 14, 2026

Company has not been a reporting issuer during any financial period to date.

The significant elements of future compensation to be awarded

or paid to the Company’s directors and/or executive officers, including NEOs, once the Company becomes a reporting issuer is expected

to consist primarily of management fees, stock options and cash bonuses.

The amount to be paid for each element of compensation will

not be based on any formula or specific objective criteria but is expected to be the result of a subjective determination of the Board

in consideration of a number of factors, including, but not limited to:

the overall financial and operating performance of the Company,

each NEO’s individual performance and contribution towards meeting corporate objectives, each NEO’s level of responsibility,

each NEO’s length of service, industry comparable and the Company’s ability to pay compensation.

Payments may be made from

time to time to executive officers, including Named Executive Officers, or companies they control for the provision of consulting or

management services.

Such services are paid for by the Company at competitive industry rates for work of a similar nature by reputable

arm’s length services providers.

Following the date of Listing, the Company expects to pay fees for management services pursuant

to the terms of the agreement summarized under “ Employment, Consulting and Management Agreements ” below.

the Stock Option Plan, the Company has not established any other long-term incentive plan.

Other than 565,689 Options under the Stock

Option Plan, the Company has no stock options or other incentive securities outstanding ;

however, the Company may issue more stock

options pursuant to its Stock Option Plan.

See “ Stock Option Plan ” below and “ Options to Purchase Securities ”.

In addition, it is anticipated that the Board may award bonuses, in its sole discretion, to executive officers, including NEOs, from

time to time.

assessing the compensation of its directors and executive officers, including the NEOs, the Company does not have in place any formal

objectives, criteria or analysis.

The general objectives of our compensation strategy are to:

(a) compensate management in a manner that

encourages and rewards a high level of performance and outstanding results with a view to increasing long term shareholder value;

align management’s interests with the long term interests of shareholders;

with other companies to enable us to attract and retain talent;

and (d) ensure that the total compensation package is designed in a manner

that takes into account the Company’s financial condition and long term interests.

payable to executive officers and directors is currently reviewed and recommended by the Board, on an annual basis.

See “ Statement

of Corporate Governance - Compensation ”.

The Company has not established any specific performance criteria or goals to which

total compensation or any significant element of total compensation to be paid to any NEO is dependent.

Specifically, in the most recently

completed financial year, no compensation was directly tied to a specific performance goal such as a milestone or the completion of a

transaction, no significant events occurred that significantly affected compensation, and no peer group was formally used to determine

compensation.

NEOs’ performance is reviewed in light of the Company’s objectives from time to time and such officers’

compensation is also compared to that of executive officers of companies of similar size and stage of development in the Company’s

Though the Company does not have pre-existing performance criteria, objectives or goals, it is anticipated that, once the Company

becomes a reporting issuer, the Board will review all compensation arrangements and policies in place and consider the adoption of formal

compensation guidelines.

July 16, 2035

the Company’s initial public offering in November 2023, Pineapple Financial Inc.

(the “Company”) became a reporting

issuer under the Securities Exchange Act of 1934.

The Company’s executive compensation program is designed to attract, retain,

and motivate highly qualified executives and directors who can drive sustained value creation for shareholders.

The program emphasizes

pay-for-performance alignment, prudent governance, and competitiveness within the Canadian mortgage brokerage and financial-technology

Philosophy and Objectives

principal objectives of the Company’s compensation strategy are to:

management’s interests with those of shareholders by linking long-term compensation

to performance and value creation;

superior individual and corporate performance through balanced short- and long-term incentives;

competitive compensation opportunities relative to peer companies of comparable size and

stage of development;

affordability and fiscal discipline, considering the Company’s financial condition,

growth trajectory, and market conditions.

significant elements of compensation for directors, executive officers, and Named Executive Officers (“NEOs”) include:

salary or management fees, reflecting scope of responsibility, experience, and individual

● Equity-based

incentives, primarily restricted share units (“RSUs”) and stock options granted

under the Company’s 2021 Stock Option Plan and 2022 Omnibus Equity Plan, to promote long-term alignment with

shareholders;

● Performance-based

cash bonuses, awarded at the discretion of the Board of Directors (the “Board”)

based on achievement of strategic and financial objectives.

element of compensation is determined according to a fixed formula;

rather, the Board considers a range of qualitative and quantitative

factors including overall corporate performance, market competitiveness, and the Company’s ability to sustain compensation levels

Determination

and Oversight

Board, upon recommendation from management, reviews executive compensation annually.

Independent directors provide oversight of the process

to ensure fairness, transparency, and alignment with shareholder interests.

While no formal peer-group benchmarking study was performed

for fiscal 2025, the Board considered market data from comparable Canadian mortgage and financial-services companies when determining

appropriate compensation ranges.

In fiscal 2025, we established a Treasury Strategy as a component of our corporate treasury and strategic partnership program.

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

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.

fiscal 2025, the Company issued restricted share units and stock options to its directors, officers, and employees under the 2021

Stock Option Plan and 2022 Omnibus Equity Incentive Plan, representing a continuation of its long-term incentive program designed to

attract and retain key talent.

These grants were made in accordance with ASC 718, Compensation, Stock Compensation, and are expensed

over the respective vesting periods.

new long-term cash-based incentive plans or supplemental retirement arrangements were implemented during the year.

The Company intends

to periodically review its compensation framework as it matures as a public company and to consider the adoption of formal performance

metrics and peer benchmarking guidelines.

date, we have not compensated our directors for their service to the Company, except that Drew Green receives monthly compensation of

6 unchanged sentences

Options and Other Compensation Securities

of the date of this prospectus, the Company has granted 628,510 Options under the Stock Option Plan to directors and/or NEOs of the Company,

62,820 of which were subsequently forfeited, and no other compensation securities were granted or issued to any director and/or NEO for

services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

the year ended August 31, 2024 there was no exercise of Options granted under the Stock Option Plan or other rights to acquire securities

of the Company by NEOs or directors of the Company.

of August 31, 2025, Pineapple Financial Inc.

(the “Company”) had an aggregate of 73,701 stock options and 46,437 restricted

share units (RSUs) issued during the fiscal year under the Company’s 2021 Stock Option Plan and 2022 Omnibus Equity Incentive Plan.

These awards were granted to directors,

executive officers, and employees as part of the Company’s long-term incentive program designed to align management performance

with shareholder value creation and to retain key personnel.

Company had 28,285 stock options outstanding as of August 31, 2024.

After giving effect to current-year issuances and normal vesting,

the total number of stock options outstanding as of August 31, 2025 was 101,986.

The stock options are exercisable for an equivalent

number of common shares of the Company in accordance with their respective vesting schedules and expiry provisions.

The RSUs vest based

on continued service or performance conditions as determined by the Board of Directors.

stock options or RSUs were exercised by directors, executive officers, or Named Executive Officers during the fiscal year ended August

31, 2025, and no other equity-based compensation securities were granted outside of the 2021 Stock Option Plan and 2022 Omnibus Equity Incentive Plan.

Option Plan and

June 14, 2021 the Board approved our 2487269 Ontario Ltd.

Stock Option Plan (the “Stock Option Plan”).

As of the date, there are 565,689 options outstanding under the Stock Option Plan.

Stock Option Plan (the “Stock Option Plan”) and in year 2022, Omnibus Equity Incentive plan.

As of the date,

there are 169,969 options outstanding under the Stock Option Plan.

purpose of the Stock Option Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified directors,

2 unchanged sentences

The material features

of the Stock Option Plan are reflected in the disclosure below.

of the Stock Option Plan and Omnibus Equity Plan are reflected in the disclosure below.

Administration

Stock Option Plan is administered by the Board, or such director or other senior officer of the Company as may be designated as administrator

by the Board.

The Board or such committee may make, amend and repeal at any time, and from time to time, such regulations not inconsistent

with the Stock Option Plan.

Stock Option Plan & Omnibus Equity Plan is administered by the Board, or such director or other senior officer of the Company as

may be designated as administrator by the Board.

The Board or such committee may make, amend and repeal at any time, and from time

to time, such regulations not inconsistent with the Stock Option Plan.

of Common Shares

1 unchanged sentence

outstanding as of each date on which the Board grants the Option (the “ Award Date ”) with certain limits on grants

to Optionees (as defined in the Stock Option Plan), Optionees who are Insiders (as defined in the Stock Option Plan), Eligible Employees

(as defined in the Stock Option Plan) and Optionees conducting Investor Relations Activities (as defined in the Stock Option Plan).

The number of Common Shares underlying Options that have been cancelled, that have expired without being exercised in full, and that

have been issued upon exercise of Options shall not reduce the number of Common Shares issuable under the Stock Option Plan and shall

again be available for issuance thereunder.

to Optionees (as defined in the Stock Option Plan and Omnibus Equity Plan), Optionees who are Insiders (as defined in the Stock Option Plan), Eligible

Employees (as defined in the Stock Option Plan) and Optionees conducting Investor Relations Activities (as defined in the Stock

Option Plan).

The number of Common Shares underlying Options that have been cancelled, that have expired without being exercised in

full, and that have been issued upon exercise of Options shall not reduce the number of Common Shares issuable under the Stock

Option Plan and shall again be available for issuance thereunder.

Option entitles the holder thereof (an “ Option Holder ”) to purchase one Common Share at an exercise price determined

11 unchanged sentences

of Employment

to certain limitations, in the event that an Option Holder ceases to be a director of the Company or ceases to be employed by the

Company, other than by reason of death, the Expiry Date of the Option will be 90 days after the date of such termination, except

as otherwise provided in any employment contract.

Notwithstanding the foregoing or any employment contract, in no event shall such

right be extended beyond the Option Period or one year from the date of termination.

to certain limitations, in the event that an Option Holder ceases to be a director of the

Company or ceases to be employed by the Company, other than by reason of death, the Expiry

Date of the Option will be 90 days after the date of such termination, except as otherwise

provided in any employment contract.

Notwithstanding the foregoing or any employment contract,

in no event shall such right be extended beyond the Option Period or one year from the date

of termination.

the event that an Option Holder should die while he or she is still director, senior officer, management company, employee or consultant

of the Company, the Expiry Date will be 12 months from the date of death of the Option Holder.

a third party makes a bona fide formal offer to the Company or its shareholders which would constitute an acceleration event, the

Board may (i) permit the Option Holders to exercise their Options, as to all or any of such Options that have not previously been

exercised (regardless of any vesting restrictions), but in no event later than the Expiry Date of the Option, so that the Option

Holders may participate in such transaction;

and (ii) require the acceleration of the time for the exercise of the Options and of

the time for the fulfilment of any conditions or restrictions on such exercise.

a third party makes a bona fide formal offer to the Company or its shareholders which would

constitute an acceleration event, the Board may (i) permit the Option Holders to exercise

their Options, as to all or any of such Options that have not previously been exercised (regardless

of any vesting restrictions), but in no event later than the Expiry Date of the Option, so

that the Option Holders may participate in such transaction;

and (ii) require the acceleration

of the time for the exercise of the Options and of the time for the fulfilment of any conditions

or restrictions on such exercise.

Notwithstanding

2 unchanged sentences

proposed acceleration of vesting provisions is subject to the policies and necessary approvals of the TSXV, if applicable.

maximum number of Common Shares which may be issued, within any one-year period, to Insiders under the Stock Option Plan, together

with any other share-based compensation arrangements of the Company, will be 10% of the total number of Common Shares issued and

The total number of Options awarded to any one individual in any twelve-month period will not exceed 5% of the issued

and outstanding Common Shares of the Company at the Award Date unless the Company has obtained disinterested shareholder approval..

maximum number of Common Shares which may be issued, within any one-year period, to Insiders

under the Stock Option Plan and Omnibus Equity Plan, together with any other share-based compensation arrangements

of the Company, will be 10% each of the total number of Common Shares issued and outstanding.

The total number of Options awarded to any one individual in any twelve-month period will

not exceed 5% of the issued and outstanding Common Shares of the Company at the Award Date

unless the Company has obtained disinterested shareholder approval..

total number of Options awarded to any one consultant of the Company in any twelve-month period will not exceed 2% of the issued

6 unchanged sentences

Board may from time to time, subject to applicable law and to the prior approval, if required, of the shareholders, relevant stock

exchanges or any other regulatory body having authority over the Company or the Stock Option Plan, suspend, terminate or discontinue

the Stock Option Plan at any time, or amend or revise the terms of the Stock Option Plan or of any Option granted under the Stock

Option Plan and the Option Agreement relating thereto, provided that no such amendment, revision, suspension, termination or discontinuance

shall in any manner adversely affect any Option previously granted to an Optionee under the Stock Option Plan without the consent

of that Optionee.

exchanges or any other regulatory body having authority over the Company or the Stock Option Plan and Omnibus Equity Plan, suspend,

terminate or discontinue the Stock Option Plan at any time, or amend or revise the terms of the Stock Option Plan or of any Option

granted under the Stock Option Plan and Omnibus Equity Plan and the Option Agreement relating thereto, provided that no such

amendment, revision, suspension, termination or discontinuance shall in any manner adversely affect any Option previously granted to

an Optionee under the Stock Option Plan and Omnibus Equity Plan without the consent of that Optionee.

Consulting and Management Agreements

2 unchanged sentences

involuntary or constructive), resignation, retirement, a change in control of the Company or a change in a director or NEO’s responsibilities.

April 10, 2023, the Company entered into an executive employment agreement with Sarfraz Habib (the “Sarfraz Employment Agreement”)

pursuant to which Mr.

April 4, 2023, the Company entered into an executive employment agreement with Sarfraz Habib pursuant to which Mr.

Habib agreed to serve as the Company’s Chief Financial Officer.

1 unchanged sentence

Habib, the Company agreed to pay a base salary of $128,952 per annum.

March 1, 2022, we entered into a Consulting Services Agreement with Kia Besharat, pursuant to which we pay a fee of $3,943 per month

for broad financial and securities advisory services.

have also entered into an agreement with Drew Green for board fees, pursuant to which we pay a fee of $7,164 per month.

3 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information regarding beneficial ownership of shares of our common shares as of December 19, 2024

following table sets forth certain information regarding beneficial ownership of shares of our common shares as of November 25, 2025

by (i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of

3 unchanged sentences

property laws, where applicable .

Beneficial Owner

Directors and Named Executive Officers

Shubha Dasgupta(2)

and Named Executive Officers

Sarfraz Habib(3)

Kendall Marin(4)

Drew Green (4)

Paul Baron (5)

Tasis Giannoukakis (6)

Nima Besharat (7)

All Directors and Officers as a group (7 persons)

5% Stockholders

Prodigy Capital Corp.

Giannoukakis (7)

Directors and Officers as a group (6 persons)

beneficial ownership of less than 1%.

on 1,345,941 common shares outstanding.

126,652 options at an exercise price of $3.60 and 25,641 warrants to purchase common shares at an exercise price of CAD$2.93.

securities beneficially owned by Shubha Dasgupta are directly held by 5032771 Ontario Inc., an entity controlled by Mr.

126,652 options at an exercise price of $3.60 and 25,651 warrants to purchase common shares at an exercise price of CAD$2.93.

102,138 options at an exercise price of $3.60 and 25,651 warrants to purchase common shares at an exercise price of CAD$2.93.The

securities beneficially owned by Drew Green are directly held by DREWGREEN.CA INC., an entity controlled by Mr.

Includes 10,214 options at an exercise price of $3.60.

6,333 options at an exercise price of $72.00.

157,136 options at an exercise price of $3.60 and 25,651 warrants to purchase common shares at an exercise price of CAD$2.93.

shares beneficially owned by Nima Besharat are directly held by Break Point Ventures Ltd., an entity controlled by Mr.

38,262 warrants to purchase common shares at an exercise price of CAD$2.93.

Kia Besharat, principal of Prodigy Capital Corp., has

the power to vote or dispose of the shares held of record by Prodigy Capital Corp., and may be deemed to beneficially own those shares.

The securities beneficially owned by Shubha Dasgupta are directly held by 5032771 Ontario

Inc., an entity controlled by Mr.

It also include 20,000 stock options at an exercise price of $1.30 and 12,638 Restricted

Stock Units (RSUs) at his own name.

11,046 Stock Options at an exercise price of $1.30 and 5,023 Restricted Stock Units.

6,333 options at an exercise price of $72.00 and 20,000 stock options at an exercise price of $1.30 and 12,638 Restricted Stock Units

5,107 options at an exercise price of $72.00 60 and 10,000 stock options at an exercise price of $1.30 and 5,107 Restricted Stock

Units (RSUs).e directly held by DREWGREEN.CA INC., an entity controlled by Mr.

511 options at an exercise price of $72.00 and 2,500 stock options at an exercise price of $1.30 and 2,523 Restricted Stock Units

10,214 options at an exercise price of $3.60 and 2,500 stock options at an exercise price of $1.30 and 2,523 Restricted Stock Units

Authorized for Issuance Under Equity Compensation Plans

following table summarizes information about our equity compensation plans as of August 31, 2025.

Plan Category

securities to

be issued upon

of outstanding

Weighted average

exercise price of

Number of securities

available for future

issuance under

equity compensation

(excluding securities

Equity compensation plans approved by security holder

Equity compensation plans not approved by security holder

of securities

compensation plans approved by security holder

compensation plans not approved by security holder

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

45 unchanged sentences

in carrying out the responsibilities of a director.

The Board has determined that Paul Baron, Tasis Giannoukakis, Drew Green and Nima

Besharat are considered to be independent.

Our Board currently consists of seven directors, four of whom are independent.

The Board has determined that Paul Baron, Tasis Giannoukakis and Drew Green are considered

to be independent.

Our Board currently consists of five directors, three of whom are independent.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

following table sets forth the aggregate fees billed by MNP LLP as described below:

Audit Related Fees

All Other Fees

Policies and Procedures

12 unchanged sentences

333-268636) filed with the Securities and Exchange Commission on September 28, 2023.

Form of Warrant *

Form of Securities Purchase Agreement, dated as of September 2, 2025, between Pineapple Financial Inc.

and each Purchaser (incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on September 10, 2025)

Form of Registration Rights Agreement, dated as of September 2, 2025, between Pineapple Financial Inc.

and each Holder (incorporated by reference to Exhibit 10.2 to our Form 8-K filed with the SEC on September 10, 2025)

First Amendment to Securities Purchase Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.3 to our Form 8-K filed with the SEC on September 10, 2025)

Subscription Receipt Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.4 to our Form 8-K filed with the SEC on September 10, 2025)

Asset Management Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.5 to our Form 8-K filed with the SEC on September 10, 2025)

Trading Advisory Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.6 to our Form 8-K filed with the SEC on September 10, 2025)

ELOC Purchase Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.7 to our Form 8-K filed with the SEC on September 10, 2025)

Placement Agency Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.8 to our Form 8-K filed with the SEC on September 10, 2025)

Voting Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.9 to our Form 8-K filed with the SEC on September 10, 2025)

Lock-up Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.10 to our Form 8-K filed with the SEC on September 10, 2025)

Letter Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.11 to our Form 8-K filed with the SEC on September 10, 2025)

International Swaps and Derivatives Association 2002 ISDA Master Agreement, dated as of September 30, 2025, by and between FalconX Bravo, Inc.

and Pineapple Financial Inc.(incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on October 6, 2025)

International Swaps and Derivatives Association Schedule to the 2002 ISDA Master Agreement, dated as of September 30, 2025, between FalconX Bravo, Inc.

and Pineapple Financial Inc.

(incorporated by reference to Exhibit 10.2 to our Form 8-K filed with the SEC on October 6, 2025)

Credit Support Annex to the Schedule to the ISDA 2002 Master Agreement, dated as of September 30, 2025, by and between FalconX Bravo, Inc.

and Pineapple Financial Inc.

(incorporated by reference to Exhibit 10.3 to our Form 8-K filed with the SEC on October 6, 2025)

Second Amendment to Securities Purchase Agreement, dated as of November 3, 2025 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on November 4, 2025)

Stock Option Plan incorporated by reference to Exhibit 10.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No.

333-268636) filed with the Securities and Exchange Commission on September 28, 2023.

Salesforce Agreement, between the Company and Salesforce.com, dated December 1, 2020, incorporated by reference to Exhibit 10.2 to the Company’s Amendment to the Registration Statement on Form S-1 (No.

333-268636) filed with the Securities and Exchange Commission on September 28, 2023.

Employment Agreement, dated April 4, 2023 between the Company and Sarfraz Habib incorporated by reference to Exhibit 10.3 to the Company’s Amendment to the Registration Statement on Form S-1 (No.

18 unchanged sentences

Nominating and Corporate Governance Committee Charter+

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension

Schema Document

Inline XBRL Taxonomy Extension

Calculation Document

Inline XBRL Taxonomy Extension

Definition Linkbase Document

Inline XBRL Taxonomy Extension

Label Linkbase Document

Inline XBRL Taxonomy Extension

Presentation Linkbase Document

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 16, 2024 (File No.

Incorporated by reference to the Company’s Registration Statement on Form S-1, filed with the SEC on December 1, 2022, as amended

Page Interactive Data File (embedded within the Inline XBRL document)

FORM 10-K SUMMARY

Financial Inc.

Consolidated Financial

the years ended August 31, 2024 and 2023

in US Dollars)

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Shareholders of Pineapple Financial Inc.

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Pineapple Financial Inc.

(the “Company”) as at August 31, 2024

and 2023, and the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for

each of the years in the two-year period ended August 31, 2024, and the related notes (collectively referred to as the “consolidated

financial statements”).

our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the

Company as at August 31, 2024 and 2023, and the results of its consolidated operations and its consolidated cash flows for each of the

years in the two-year period ended August 31, 2024, in conformity with accounting principles generally accepted in the United States

the Board of Directors and Stockholders of Pineapple Financial Inc.

on the Financial Statements

have audited the accompanying balance sheets of Pineapple Financial Inc.

(the Company) as of August 31, 2025 and 2024, and the related

consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for each of the years

in the two-year period ended August 31, 2025, and the related notes (collectively referred to as the financial statements).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2025 and 2024

and the results of its operations and its cash flows for each of the years in the two-year period ended August 31, 2025, in conformity

with accounting principles generally accepted in the United States of America.

Uncertainty Related to Going Concern

2 unchanged sentences

from operating activities which raise substantial doubt about its ability to continue as a going concern.

Management’s plans in

regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

Management’s plans in regard

to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Professional Accountants

Public Accountants

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Professional Accountants Licensed Public Accountants

have served as the Company’s auditor since 2020.

Suite 900, 50

Burnhamthorpe Road W, Mississauga ON, L5B 3C2

Financial Inc.

Balance Sheets

As at August 31, 2024 and 2023

at August 31, 2025 and 2024

in US Dollars)

3 unchanged sentences

Total current assets

Right-of-use asset

Property and equipment

Intangible assets

Right-of-use asset - net

Property and equipment - net

Intangible assets - net

Liabilities and Shareholders’ Equity

2 unchanged sentences

Deferred revenue

Loan from directors

Current portion of lease liability

4 unchanged sentences

Shareholders’ Equity

Common shares, no par value;

unlimited authorized;

8,425,353 issued and outstanding shares as of August 31, 2024 and 6,306,979 as at August 31, 2023.

Common shares (*) , no

1,340,941 issued and outstanding

shares as of August 31, 2025 and 421,342

as at August 31, 2024.

Common shares to be issued

Additional paid-in capital

5 unchanged sentences

LIABILITIES AND STOCKHOLDERS’ EQUITY

of business (note 1)

Contingencies

and commitments (note 15)

events (note 20)

on behalf of Board of Directors

Description of business (note 1)

Going concern (note 1)

Contingencies and commitments (note 15)

Subsequent events (note 21)

(*) On July 16, 2025,

the Company effected a 1-for-20 reverse stock split of its issued and outstanding common shares.

All share and per-share information

in the consolidated financial statements and accompanying notes has been retroactively adjusted to reflect the reverse split.

stock split did not affect the Company’s total shareholders’ equity.

Approved on behalf of Board of Directors

“Shuba Dasgupta”

accompanying notes are an integral part of these consolidated financial statements

11 unchanged sentences

Government incentive

Loss on derecognition of right of use of asset

Total expenses

2 unchanged sentences

( 3,824,737 )

Write down of investment

(Loss) on extinguishment of liability

2 unchanged sentences

Gain on change in fair value of conversion feature liability

Financing cost – warrant issuance

Accretion expense

Loss before income taxes

( 3,638,465 )

( 4,102,659 )

( 2,809,037 )

Foreign currency translation adjustment

2 unchanged sentences

( 4,093,442 )

Loss per share - basic and diluted

Weighted average number of common shares outstanding - basic and diluted

Net loss per share - basic and diluted

Weighted average number of common shares (*) outstanding - basic and diluted (numbers)

(*) On July 16, 2025, the Company effected a 20-for-1 reverse stock split of its issued and outstanding

common shares.

All share and per-share information presented in the consolidated financial statements, including weighted-average shares

outstanding, EPS, and disclosures related to stock options, RSUs, and warrants, have been retroactively adjusted to reflect the reverse

stock split for all periods presented .

accompanying notes are an integral part of these consolidated financial statements

8 unchanged sentences

( 5,655,315 )

Share-based compensation

Shares issued on Initial Public offering on November 3, 2023

Shares issued against convertible note

Shares issued against equity purchase agreement

Warrants issued related to Initial Public Offering

Foreign exchange translation

4 unchanged sentences

( 9,757,974 )

Shares issued on Initial Public offering on November 3, 2023

Shares issued against convertible note

Shares issued against equity purchase agreement

Warrants issued related to Initial Public Offering

Shares issued on follow up public offering

Shares issued against warrants exercise

Shares against Directors and Employees Stock options and restricted share units

Shares issue cost

Foreign exchange translation

4 unchanged sentences

( 13,396,439 )

The accompanying notes are an integral part of

these consolidated financial statements

accompanying notes are an integral part of these consolidated financial statements

Financial Inc.

Consolidated Statements of Cash Flow

Statements of Cash Flow

the years ended August 31, 2025 and 2024

1 unchanged sentence

For the year ended:

August 31, 2025

August 31, 2024

Cash provided by (used for) the following activities

7 unchanged sentences

Depreciation on right of use asset

Bad debts written off

Interest expense on lease liability

Share-based compensation

Write down of investment

in fair value of warrant liability

Loss on derecognition of right of use of asset

Change in fair value of warrant liability

Accretion expense

1 unchanged sentence

Gain (loss) on change in fair value of the conversion feature liability

exchange gain (loss)

Derecognition of right of use of assets

Unrealized foreign exchange gain (loss)

Net changes in non-cash working capital balances:

4 unchanged sentences

Deferred revenue

Income taxes receivable

used in operating activities

( 1,708,261 )

( 2,116,105 )

Financing activities

Share capital issuance

Loan from directors

Exercise of share warrants

Warrant liability allocation on share capital issuance

Share issue cost

Proceed from conversion note

Proceed from equity purchase agreement

Proceed from SRED loan

Repayment of SRED loan

Proceed from scientific research and development loan

Repayment of scientific research and development loan

Repayment of lease obligations

3 unchanged sentences

( 1,112,399 )

( 1,300,225 )

Additions to property and equipment

1 unchanged sentence

( 1,117,390 )

( 1,362,298 )

Net change in cash

( 3,129,395 )

Effect of changes in foreign exchange rates

10 unchanged sentences

Description of business

Financial Inc.

(the” Company”) is a leader in the Canadian mortgage industry, breaking the mould by focusing on both the long-term

success of agents and brokerages, as well as the overall experience of homeowners.

With over 600 brokers within the network, the Company

utilizes cutting-edge cloud-based tools and AI-driven systems to enable its brokers to help Canadians realize their ultimate dream, owning

Pineapple Financial Incorporation, (“the

Company”) was incorporated in 2006, under the Ontario Business Corporations Act.

The Company’s head office is located at 200-111

Gordon Baker Road, Toronto, Ontario, M2H 3R1 Canada and its securities are publicly listed on the New York Stock Exchange American (NYSEAmerican)

under ticker “PAPL”.

The Company completed an Initial Public Offering on October 31, 2023 for gross proceeds of $ 3,500,000

and the first day of trading was November 1, 2023.

Later the company was registered under Canadian

Business Corp.

The Company’s head office is located at 200-111 Gordon Baker Road, Toronto, Ontario, M2H 3R1 Canada and its

securities are publicly listed on the New York Stock Exchange American (NYSEAmerican) under ticker “PAPL”.

from the global inflationary pressures leading to higher interest rates

the first quarter of 2024, due to inflationary pressures that were felt around the globe, central banks all over the world increased

interest rates steadily to reduce these pressures.

The impact on the real estate market has been to reduce the price wars, bidding, and

control over the runaway prices.

This has led to modifications in all businesses associated with real estate including the Company.

the interest rates increases which reduces prices has led to reduced volume for the Company.

It is unknown how long the increased interest

rates will last.

The Company determined that there were no material expectations of increased credit losses, and no material indicators

of impairment of long-term assets.

Going Concern

The Company continues to focus its efforts

predominantly on research and development activities.

During this process, it has incurred significant operating losses, a trend expected

to persist for the foreseeable future.

As of August 31, 2024, the Company reported an accumulated deficit of $ 9,757,974 , compared to $ 5,655,315

as of August 31, 2023.

Negative cash flows from operating activities amounted to $ 1,708,261 during the fiscal year ended August 31, 2024,

down from $ 2,116,105 in the prior year.

To sustain its operations, the

Company plans to explore additional capital and financing sources while managing existing working capital resources.

Company’s ability to continue as a going concern is subject to its capacity to achieve future profitability and secure the

necessary funding to meet obligations as they arise.

The uncertainty surrounding its ability to raise financial capital and generate

profitable operations raises substantial doubt about its ability to continue as a going concern.

These consolidated financial statements

do not include adjustments that might be necessary should the Company be unable to continue as a going concern.

For further details, see

Note 20, which discusses a $ 1.00 million offering completed in November 2024 and a $ 0.525 million short term loan in October 2024.

fiscal 2024, global inflationary pressures resulted in central banks, including the Bank of Canada, increasing benchmark interest rates

to mitigate inflation.

The resulting higher borrowing costs led to a slowdown in real-estate activity, reduced pricing pressures, and

lower transaction volumes across the housing market.

fiscal 2025, the Bank of Canada began to gradually reduce interest rates as inflationary trends moderated and economic conditions softened.

While these decreases are expected to improve housing affordability and support market recovery over time, the full impact on the real-estate

sector and related businesses remains uncertain as of August 31, 2025.

The Company continues to incur

significant operating losses and negative operating cash flows, a trend expected to persist in the near term.

For the year ended

August 31, 2025, the Company incurred a net loss of $ 3,638,465

(2024 - $ 4,102,659 ) and

reported negative cash flows from operating activities of $ 946,820

(2024 - $ 1,708,261 ).

As at August 31, 2025, the Company had an accumulated deficit of $ 13,396,439

(2024 – $ 9,757,974 )

and a working capital deficit of $ 682,096

(2024 - $ 505,415 ),

indicating that current assets are not sufficient to discharge existing liabilities as they become due.

These conditions raise

substantial doubt about the Company’s ability to continue as a going concern.

ability to sustain operations depends on realizing assets and managing obligations as they come due, as well as securing additional financial

Subsequent to year-end, the Company entered into the Injective Digital Asset Treasury Initiative, pursuant to which the Company

expects to receive approximately $ 2.1 million upon the timely filing of its Form S-1.

In addition, the Company completed an investment

of $ 11.4 million in Injective tokens, which management anticipates may generate future economic benefits through potential fair-value

appreciation.

plans to address these conditions include:

the proceeds expected under the Injective initiative,

additional capital and financing arrangements, and

further cost-containment and working capital measures.

plans are discussed further in Note 21, Subsequent Events.

There is no assurance that these initiatives will be achieved as planned.

Accordingly, substantial doubt remains regarding the Company’s ability to continue as a going concern.

Significant accounting policies

1 unchanged sentence

consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“US

consolidated financial statements were authorized for issue by the Board of Directors on December 1 9 , 2024.

consolidated financial statements were authorized for issue by the Board of Directors on November ___, 2025.

of preparation, functional and presentation currency

consolidated financial statements have been prepared in accordance with US GAAP applicable to a going concern, which contemplates

the realization of assets and the satisfaction of liabilities in the normal course of business on the historical cost basis except

for certain financial instruments that are measured at fair value, as explained in the accounting policies below.

Historical cost is

generally based on the fair value of the consideration given in exchange for assets.

All financial information is in US Dollars

(“USD”) as the Company’s presentation currency and transactions are conducted in the functional currency of

Canadian dollars (“CAD”).

consolidated financial statements have been prepared in accordance with US GAAP applicable to a going concern, which contemplates the

realization of assets and the satisfaction of liabilities in the normal course of business on the historical cost basis except for certain

financial instruments that are measured at fair value, as explained in the accounting policies below.

Historical cost is generally based

on the fair value of the consideration given in exchange for assets.

All financial information is in US Dollars (“USD”) as

the Company’s presentation currency and transactions are conducted in the functional currency of Canadian dollars (“CAD”).

for Reverse Stock Split

July 2023, the Board approved a 1-for-3.9 reverse stock split , or the Reverse Split, which was implemented on July 14, 2023.

Consequently,

all the share numbers, shares prices, and exercise prices have been retroactively adjusted in these consolidated financial statements

for all periods presented.

July 2023, the Board of Directors approved a 1-for-3.9 reverse stock split (the “2023 Reverse Split”), which became effective

on July 14, 2023.

On July 16, 2025, the Company effected

a 1-for-20 reverse stock split of its issued and outstanding common shares.

The reverse split did not affect the total shareholders’

equity of the Company or the par value of the common shares.

All share, option, warrant and restricted share unit (“RSU”)

amounts, as well as all per-share information presented in these consolidated financial statements, have been retroactively adjusted to

reflect the reverse stock split for all periods presented.

Company determines its reporting units in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards

10 unchanged sentences

in US Dollars)

accounting policies (continued from previous page)

Significant accounting

policies (continued from previous page)

of consolidation

21 unchanged sentences

the present value of the remaining lease payments, discounted using the Company’s estimated incremental borrowing rate at the date

of initial application, estimated to be 6 %.

Right-of-use assets were measured at an amount equal to the lease liability, adjusted

by the amount of any prepaid or accrued lease payments relating to that lease recognized in the consolidated statement of financial position

of initial application.

Right-of-use assets were measured at an amount equal to the lease liability, adjusted by

the amount of any prepaid or accrued lease payments relating to that lease recognized in the consolidated statement of financial position

immediately before the date of initial application.

2 unchanged sentences

Classification:

and other receivables

payable and accrued liabilities

Trade and other receivables

Amortized cost

Accounts payable and accrued liabilities

Amortized cost

Warrant liability

10 unchanged sentences

in US Dollars)

accounting policies (continued from previous page)

Significant accounting

policies (continued from previous page)

Classification

6 unchanged sentences

assets are classified as follows:

cost - Assets that are held for collection of contractual cash flows where those cash flows are solely payments of principal and

interest are measured at amortized cost.

Interest revenue is calculated using the effective interest method and gains or losses arising

from impairment, foreign exchange and derecognition are recognized in profit or loss.

Financial assets measured at amortized cost

are comprised of trade and other receivables.

value through other comprehensive income - Assets that are held for collection of contractual cash flows and for selling the financial

assets, and for which the contractual cash flows are solely payments of principal and interest, are measured at fair value through

other comprehensive income.

Interest income calculated using the effective interest method and gains or losses arising from impairment

and foreign exchange are recognized in profit or loss.

All other changes in the carrying amount of the financial assets are recognized

in other comprehensive income.

Upon derecognition, the cumulative gain or loss previously recognized in other comprehensive income

is reclassified to profit or loss.

The Company does not hold any financial assets measured at fair value through other comprehensive

at fair value through profit or loss - Assets that do not meet the criteria to be measured at amortized cost, or fair value through

other comprehensive income, are measured at fair value through profit or loss.

All interest income and changes in the financial assets’

carrying amount are recognized in profit or loss.

Financial assets mandatorily measured at fair value through profit or loss are

comprised of cash and investments.

at fair value through profit or loss – On initial recognition, the Company may irrevocably designate a financial asset to be

measured at fair value through profit or loss in order to eliminate or significantly reduce an accounting mismatch that would otherwise

arise from measuring assets or liabilities, or recognizing the gains and losses on them, on different bases.

All interest income

and changes in the financial assets’ carrying amount are recognized in profit or loss.

The Company does not hold any financial

assets designated to be measured at fair value through profit or loss.

Amortized cost - Assets

that are held for collection of contractual cash flows where those cash flows are solely payments of principal and interest are measured

at amortized cost.

Interest revenue is calculated using the effective interest method and gains or losses arising from impairment,

foreign exchange and derecognition are recognized in profit or loss.

Financial assets measured at amortized cost are comprised of

trade and other receivables.

Fair value through other

comprehensive income - Assets that are held for collection of contractual cash flows and for selling the financial assets, and for

which the contractual cash flows are solely payments of principal and interest, are measured at fair value through other comprehensive

Interest income calculated using the effective interest method and gains or losses arising from impairment and foreign exchange

are recognized in profit or loss.

All other changes in the carrying amount of the financial assets are recognized in other comprehensive

Upon derecognition, the cumulative gain or loss previously recognized in other comprehensive income is reclassified to profit

The Company does not hold any financial assets measured at fair value through other comprehensive income.

Mandatorily at fair value

through profit or loss - Assets that do not meet the criteria to be measured at amortized cost, or fair value through other comprehensive

income, are measured at fair value through profit or loss.

All interest income and changes in the financial assets’ carrying

amount are recognized in profit or loss.

Financial assets mandatorily measured at fair value through profit or loss are comprised

of cash and investments.

Designated at fair value

through profit or loss – On initial recognition, the Company may irrevocably designate a financial asset to be measured at

fair value through profit or loss in order to eliminate or significantly reduce an accounting mismatch that would otherwise arise

from measuring assets or liabilities, or recognizing the gains and losses on them, on different bases.

All interest income and changes

in the financial assets’ carrying amount are recognized in profit or loss.

The Company does not hold any financial assets designated

to be measured at fair value through profit or loss.

cash flow assessment

10 unchanged sentences

in US Dollars)

accounting policies (continued from previous page)

Significant accounting policies (continued from

previous page)

instruments (continued from previous page)

37 unchanged sentences

in US Dollars)

accounting policies (continued from previous page)

Significant accounting policies (continued from

previous page)

instruments (continued from previous page)

of non-financial assets

and equipment, and intangible assets (other than goodwill) are tested for impairment when events or changes in circumstances indicate

the carrying value may not be recoverable.

When an indication of impairment is identified, the carrying value of the asset or group of

assets is measured against the recoverable amount.

The Company evaluates impairments losses, other than goodwill impairment, for potential

reversals when events or circumstances warrant such consideration.

and liabilities carried at fair value must be classified using a three-level hierarchy that reflects the significance and transparency

of the inputs used in making the fair value measurements.

are unadjusted quoted prices of identical instruments in active markets;

other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly;

that are not based on observable market data (unobservable data).

inputs are unadjusted quoted

prices of identical instruments in active markets;

inputs other than quoted

prices included in Level 1 that are observable for the asset or liability, either directly or indirectly;

inputs that are not based

on observable market data (unobservable data).

Determination

of fair value and the resulting hierarchy requires the use of observable market data whenever available.

The classification of a

financial instrument in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value.

Cash is recorded at fair value using level 1 inputs and investments are recorded at fair value using level 3 inputs and warrant liability is measured using level 2 inputs.

year, there were no transfers between the levels of fair value.

liability method is used in accounting for income taxes.

Deferred tax assets and liabilities are recorded for temporary differences between

the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements using the statutory tax rates

in effect for the year in which the differences are expected to reverse.

The effect on deferred tax assets and liabilities of a change

in tax laws or rates is recorded in the results of operations in the period that includes the enactment date under the law.

establish valuation allowances for deferred tax assets based on a more likely than not standard.

Deferred income tax assets are evaluated

quarterly to determine if valuation allowances are required or should be adjusted.

The ability to realize deferred tax assets depends

on the ability to generate sufficient taxable income within the carryback or carryforward periods provided for in the tax law for each

applicable tax jurisdiction.

The assessment regarding whether a valuation allowance is required or should be adjusted also considers

all available positive and negative evidence factors.

It is difficult to conclude a valuation allowance is not required when there is

significant objective and verifiable negative evidence, such as cumulative losses in recent years.

We utilize a rolling three years of

actual and current year results as the primary measure of cumulative losses in recent years.

tax expense (benefit) for the year is allocated between continuing operations and other categories of income such as Other comprehensive

income (loss).

In periods in which there is a pre-tax loss from continuing operations and pre-tax income in another income category,

the tax benefit allocated to continuing operations is determined by taking into account the pre-tax income of other categories.

Global Intangible Low Tax Income (GILTI) as a current period expense when incurred.

record uncertain tax positions on the basis of a two-step process whereby we determine whether it is more likely than not that the tax

positions will be sustained based on the technical merits of the position, and for those tax positions that meet the more likely than

not criteria, we recognize the largest amount of tax benefit that is greater than 50 % likely to be realized upon ultimate settlement

with the related tax authority.

We record interest and penalties on uncertain tax positions in Income tax expense (benefit).

The classification of a financial

instrument in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value.

Cash is recorded

at fair value using level 1 inputs and investments are recorded at fair value using level 3 inputs and warrant liability is measured

using level 2 inputs.

During the year, there were no transfers between the levels of fair value.

tax expense includes U.S.

and international income taxes, and interest and penalties on uncertain tax positions.

Certain income and expenses

are not reported in tax returns and financial statements in the same year.

The tax effect of such temporary differences is reported as

deferred income taxes.

Deferred tax assets are reported net of a valuation allowance when it is more likely than not that a tax benefit

will not be realized.

All deferred income taxes are classified as long-term in our consolidated balance sheets.

In December 2023, the FASB issued

a new standard to improve income tax disclosures.

The guidance requires disclosure of disaggregated income taxes paid, prescribes standardized

categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures.

will be effective for us beginning with our annual reporting for fiscal year 2026, with early adoption permitted.

We are currently evaluating

the impact of this standard on our income tax disclosures.

shares are classified as equity.

Incremental costs directly attributable to the issuance of shares are recognized as a deduction from

shareholders’ equity.

Financial Inc.

2 unchanged sentences

in US Dollars)

accounting policies (continued from previous page)

shares are classified as equity.

Incremental costs directly attributable to the issuance of shares are recognized as a deduction from

shareholders’ equity.

Company calculates basic earnings per share amounts for earnings attributable to common shareholders.

Basic earnings per share is calculated

by dividing earnings attributable to common shareholders (the numerator) by the weighted average number of common shares outstanding

(the denominator) during the year.

the purpose of calculating diluted earnings per share, the Company adjusts the earnings attributable to common shareholders, and the

weighted average number of common shares outstanding during the year, for the effects of all dilutive potential common shares.

common shares are treated as dilutive when, and only when, their conversion to common shares would decrease earnings per share or increase

earnings per share from continuing operations.

Significant accounting policies (continued from

previous page)

Company computes basic and diluted earnings per share (“EPS”) in accordance with ASC 260, Earnings per Share.

Basic EPS is calculated by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares

outstanding during the reporting period.

EPS is calculated by adjusting both the numerator and the denominator of the basic EPS calculation for the effects of all potential common

shares that are dilutive.

Potential common shares include stock options, warrants, and restricted share units (RSUs).

These instruments

are considered dilutive only when their assumed conversion or exercise would decrease earnings per share or increase loss per share from

continuing operations.

the years presented, potential common shares were anti-dilutive due to net losses and therefore were excluded from the diluted EPS calculation.

Accordingly, basic and diluted loss per share are the same for all periods.

share and per-share information has been retroactively adjusted to reflect the Company’s 20-for-1 reverse stock split , which was

approved by the Board of Directors and implemented in July 16 th , 2025.

The reverse stock split did not affect the total shareholders’

equity or par value of the common shares.

payment arrangements

17 unchanged sentences

Schedule of estimated useful life of property and equipment

Straight Line

Leasehold Improvement

Straight Line

item of equipment is derecognized upon disposal or when no future economic benefits are expected from its use.

6 unchanged sentences

in US Dollars)

accounting policies (continued from previous page)

Significant accounting policies (continued from

previous page)

assets acquired separately are measured on initial recognition at cost.

4 unchanged sentences

costs for internally-generated intangible assets are capitalized when all of the following conditions are met:

costs attributable to the asset can be measured reliably.

is probable that the intangible asset will generate future economic benefits.

Company can demonstrate the control and ability to use the intangible asset.

The costs attributable

to the asset can be measured reliably.

It is probable that the

intangible asset will generate future economic benefits.

The Company can demonstrate

the control and ability to use the intangible asset.

amount initially recognized for internally-generated intangible assets is the sum of the expenditures incurred from the date when the

19 unchanged sentences

the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of operations and comprehensive

assets are recorded at cost, net of accumulated amortization and accumulated impairment losses, if any.

Cost includes all expenditures

2 unchanged sentences

Schedule of estimated useful life of intangible assets

intangible asset is derecognized upon disposal or termination.

Any gain or loss arising on derecognition of the asset (calculated as

the difference between the net disposal proceeds and the carrying value of the asset) is included in profit or loss in the year the asset

is derecognized.

Straight Line

Company generates its revenue by charging commissions on mortgages that are applied for through the automation and digitalization process

4 unchanged sentences

in US Dollars)

accounting policies (continued from previous page)

Significant accounting policies (continued from

previous page)

recognition (continued)

9 unchanged sentences

good or services to a customer.

The standard requires entities to exercise judgement, taking into consideration all of the relevant facts

The standard requires entities to exercise Judgment, taking into consideration all of the relevant facts

and circumstances when applying each step of the model to contracts with customers.

3 unchanged sentences

goods or services to a customer.

of services – The Company hosts an online website, using Salesforce, that brokers and agents can utilize to close out deals.

of services – The Company hosts an online website, that brokers and agents can utilize to close out deals.

Company’s subsidiary, Pineapple Insurance Inc., generates its revenue by charging commission on for insurance policies and services.

5 unchanged sentences

insurance company whose products and services it provides to the end consumer.

Company has four revenue streams:

Company has five revenue streams:

Revenue is commission collected from financial institutions with whom it has contracts in place.

The Company earns revenue based

on a percentage of mortgage amount funded between individual referred by the Company and financial institutions funding the mortgage.

We are an agent in these deals as we provide the platform for other parties to provide services to the end-user.

For each contract

with a customer, the Company identifies the contract with a customer;

The company earns revenue based on

a percentage of mortgage amount funded between individual referred by the company and financial institutions funding the mortgage.

Financial Inc.

acts as agent in these deals as we provide the platform for other parties to provide services to the end-user.

contract with a customer, the company identifies the contract with a customer;

identifies the performance obligations in the contract;

the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct

good or service to be delivered;

and recognizes revenue when or as each performance obligation is satisfied in a manner that depicts

the transfer to the customer of the goods or services promised.

determines the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each

distinct good or service to be delivered;

and recognizes revenue when or as each performance obligation is satisfied in a manner that

depicts the transfer to the customer of the goods or services promised.

The company recognizes revenue when:

a contract exists with a lender

party and an agent broker, the contract identifies the use of the platform service to close a mortgage deal, the mortgage deal has

been closed with the lending financial institution, and commissions paid by the lending financial institution based on various criteria

a contract exists with

a lender party and an agent broker, the contract identifies the use of the platform service to close a mortgage deal, the mortgage deal

has been closed with the lending financial institution, and commissions paid by the lending financial institution based on various criteria

of the mortgage deal including but not limited to interest rates available at that time, term, seasonality, collateral, income, purpose,

1 unchanged sentence

provided in the normal course of business.

Revenue is recognized at the end of the deal upon completion of all the actions listed

Revenue is recognized at the end of the deal upon completion of all the actions listed above.

A typical transaction attracts a commission fee payable to Pineapple Financial Inc.

Revenue is a flat fee that is charged to the brokers and agents for use of the platform.

Subscription Revenue is

a flat fee that is charged to the brokers and agents for use of the platform.

Revenue is recognized over the service period.

Revenue is a flat fee charged for risk pre-assessment of the deal before it is submitted to the Lender Partner for funding.

fee is based on the amount of funded volume being financed in the deal.

Revenue is recognized at the end of the deal upon completion

of the actions listed in a).

Sponsorship revenue is received from lenders to promote their brands at company events.

Company received the revenue

in advance and any unused sponsorship revenue is treated as Deferred Revenue.

Underwriting Revenue is

a flat fee charged for risk pre-assessment of the deal before it is submitted to the Lender Partner for funding.

The flat fee is

based on the amount of funded volume being financed in the deal.

Revenue is recognized at the end of the deal upon completion of

the actions listed in a).

Sponsorship revenue is

received from lenders to promote their brands at company events.

Company received the revenue in advance and any unused sponsorship

revenue is treated as deferred revenue.

Company earns insurance commission revenue through its Pineapple Insurance division, which

facilitates the placement of insurance policies with third-party carriers.

In evaluating

whether the Company acts as a principal or an agent in these arrangements, management considered

who controls the insurance product and which party is primarily responsible for fulfilling

the policy obligation.

The Company concluded that it acts as an agent in these transactions.

Insurance carriers determine the premium, underwriting criteria, coverage terms, and assume

all associated insurance and claims risk.

Pineapple’s role is limited to connecting

customers with the insurance provider, collecting required information, and facilitating

the policy application process.

Because the Company does not control the insurance product

before it is transferred to the customer, revenue is recognized on a net basis, representing

only the commission retained by the Company after remitting any applicable referral or agent-related

Financial Inc.

2 unchanged sentences

in US Dollars)

accounting policies (continued from previous page)

Significant accounting policies (continued from

previous page)

Impairment of non-financial

and equipment, and intangible assets (other than goodwill) are tested for impairment when events or changes in circumstances indicate

the carrying value may not be recoverable.

When an indication of impairment is identified, the carrying value of the asset or group of

assets is measured against the recoverable amount.

The Company evaluates impairments losses, other than goodwill impairment, for potential

reversals when events or circumstances warrant such consideration.

versus Agent considerations

12 unchanged sentences

homeowner as such the Company is an agent.

Basic and diluted net loss per Share :

Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average

number of shares of ordinary shares outstanding for the period, without consideration of potentially dilutive securities.

net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury

share method or the if-converted method based on the nature of such securities.

Diluted net loss per share is the same as basic net loss

per share in periods when the effects of potentially dilutive ordinary shares are anti-dilutive.

Recently issued and adopted accounting standards :

an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay

adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to

private companies.

The Company has elected to use this extended transition period under the JOBS Act.

The adoption dates discussed below

reflects this election.

July 2023, the FASB issued 2023-03 — Presentation of Financial Statements (Topic 205), Income Statement — Reporting Comprehensive

Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation — Stock Compensation

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

120, SEC Staff Announcement at the March

24, 2022, EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 — General Revision of Regulation

Income or Loss Applicable to Common Stock (SEC Update).

The adoption of this standard on August 1, 2023, did not result in amended

disclosures in the Company’s consolidated financial statements, nor did this standard have a material impact the Company’s

results of operations.

March 2024, the FASB issued ASU 2023-07 — Segment Reporting (Topic 280):

to Reportable Segment Disclosures.

The update enhances disclosures by requiring entities

to provide more detailed information about significant segment expenses, other segment items,

and measures of segment profit or loss used by the chief operating decision maker (CODM).

The guidance also requires qualitative descriptions of the methods used to determine segment

profit/loss and asset measurement.

The adoption of this standard did not have a material

impact on the Company’s consolidated financial statements but resulted in expanded

disclosures within the segment reporting footnotes.

For insurance-related commissions, the Company also assessed whether it acts as a principal or an agent in transactions with third-party

insurance providers.

The insurance providers control the key aspects of the insurance product, including the underwriting criteria, pricing

of premiums, policy terms, and assumption of all associated risk.

The Company’s role is limited to facilitating the referral of

clients to the licensed insurance providers and assisting brokers in gathering and transmitting the information required to complete

the insurance application process.

Because the Company does not control the insurance service before it is transferred to the customer

and does not bear underwriting or pricing risk, the Company concluded that it is acting as an agent in these transactions.

insurance commissions are presented on a net basis .

provision is recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that

an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated.

The amount of a provision is the best estimate of the consideration at the end of the reporting period.

Provisions measured using estimated

cash flows required to settle the obligation are determined by discounting the expected future cash flows at a pre-tax rate that reflects

current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the

unavoidable cost of meeting its obligations under the contract.

The Company had no material provisions as at August 31, 2025 and 2024.

government grant

Government grants are recognized when there is reasonable assurance that the grants will be received and the company

will comply with the conditions.

The grants is deferred and recognized as a liability and is recognized in the statement of operations

and compressive loss over the useful life of the intangible asset.

issued and adopted accounting standards :

an “emerging growth company,” as defined under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),

the Company is permitted to delay adoption of new or revised accounting pronouncements applicable to public business entities until such

pronouncements are made applicable to private companies.

The Company has elected to use this extended transition period provided under

the JOBS Act.

Accordingly, the adoption dates discussed below reflect this election.

December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic 740):

24 unchanged sentences

the impact of this standard on its financial statements and disclosures.

provision is recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that

an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated.

The amount of a provision is the best estimate of the consideration at the end of the reporting period.

Provisions measured using estimated

cash flows required to settle the obligation are determined by discounting the expected future cash flows at a pre-tax rate that reflects

current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than

the unavoidable cost of meeting its obligations under the contract.

The Company had no material provisions as at August 31, 2024 and

government grant

grants are recognized when there is reasonable assurance that the grants will be received and the company will comply with the conditions.

The grants is deferred and recognized as a liability and is recognized in the statement of operations and compressive loss over the useful

life of the intangible asset.

January 2025, the FASB issued ASU 2025-01 - Income Statement — Reporting Comprehensive Income — Expense Disaggregation

Disclosures (Subtopic 220-40):

Clarifying the Effective Date.

This standard amends the guidance issued in 2024 to confirm that all

public business entities must present the required expense-disaggregation disclosures in annual periods beginning after December

15, 2026, and interim periods within annual periods beginning after December 15, 2027.

The ASU is effective for years beginning after

those dates, but early adoption is permitted.

This ASU should be applied on a prospective basis, although retrospective application

is permitted.

Because the amendment only affects disclosure timing, the Company does not expect this standard to have a material

impact on its financial statements and disclosures.

June 2025, the FASB issued ASU 2025-03 - Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting

Acquirer in a Variable-Interest Entity.

This standard clarifies that when a business combination is effected primarily by exchanging

equity interests and the legal acquiree is a variable-interest entity (“VIE”) that meets the definition of a business,

entities must identify the accounting acquirer using the factors in ASC 805-10-55-12 through 55-15, rather than relying solely on

the VIE consolidation model.

The ASU is effective for years beginning after December 15, 2026, but early adoption is permitted.

ASU should be applied on a prospective basis, although retrospective application is permitted.

The Company is currently evaluating

the impact of this standard on its financial statements and disclosures.

Financial Inc.

3 unchanged sentences

Significant accounting judgments, estimates and assumptions

preparation of consolidated financial statements requires the directors and management to make judgments, estimates and assumptions

that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses.

Actual results may

differ from these estimates.

preparation of consolidated financial statements requires the directors and management to make judgments, estimates and assumptions that

affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses.

Actual results may differ

from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis.

Revisions to accounting

estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of

the revision and future periods if the revision affects both current and future periods.

following are the critical estimates and judgments applied by management that most significantly affect the Company’s

consolidated financial statements.

Uncertainty about these assumptions and estimates could result in outcomes that require a

material adjustment to the carrying amount of assets or liabilities affected in future periods.

the fair values of financial assets and financial liabilities recorded on the consolidated statements of financial position, cannot

be derived from active markets, they are determined using a variety of valuation techniques.

The inputs to these models are derived

from observable market data where possible;

where observable market data is not available, Management’s judgment is required

to establish fair values.

Revisions to accounting estimates are

recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and

future periods if the revision affects both current and future periods.

following are the critical estimates and judgments applied by management that most significantly affect the Company’s consolidated

financial statements.

Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to

the carrying amount of assets or liabilities affected in future periods.

the fair values of financial assets and financial liabilities recorded on the consolidated statements of financial position, cannot be

derived from active markets, they are determined using a variety of valuation techniques.

The inputs to these models are derived from

observable market data where possible;

where observable market data is not available, Management’s judgment is required to establish

credit losses (ECL)

The Company applies the expected credit loss model to accounts receivable in accordance with ASC 326.

the allowance for expected credit losses requires management judgment in assessing historical collection trends, customer creditworthiness,

current economic conditions and forward-looking information.

Because these factors may change over time, the allowance involves a degree

of estimation uncertainty, and actual credit losses may differ from management’s estimates.

based compensation

is required to make certain estimates when determining the fair value of stock options awards, and the number of awards that are expected

These estimates affect the amount recognized as stock-based compensation in the statements of income and comprehensive income

based on estimates of volatility, forfeitures and expected lives of the underlying stock options which are at a maximum of 36 months

vesting period.

Company accounts for share-based compensation in accordance with ASC 718 — Compensation — Stock Compensation.

The Company’s

share-based awards include stock options and restricted stock units (“RSUs”) granted to directors, officers, and employees.

stock options granted in prior fiscal years contain a service-based vesting period of up to 36 months.

The fair value of these options

is determined on the grant date using the Black-Scholes option-pricing model, which incorporates assumptions regarding share-price volatility,

risk-free interest rates, expected dividend yields, and expected option life.

Compensation expense for these awards is recognized on

a straight-line basis over the vesting period.

the current fiscal year, the Company granted stock options to directors and employees for services previously rendered.

were fully vested at the grant date and therefore did not contain any service or performance vesting conditions.

The fair value of these

immediately vested options was determined using the Black-Scholes model as of the grant date, and the entire fair value was recognized

immediately as share-based compensation expense in the consolidated statements of income and comprehensive income.

stock units (RSUs)

granted during the current fiscal year were also issued in consideration of past services and were fully vested at the date of grant.

The fair value of RSUs is based on the market price of the Company’s common shares on the grant date, and the full fair value was

recognized as compensation expense immediately upon issuance.

Company records share-based compensation expense separately.

For awards that are fully vested upon grant, no estimates of forfeitures,

expected terms, or future service periods are required.

For any future awards subject to vesting, compensation expense will be recognized

on a straight-line basis over the requisite service period.

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

10 unchanged sentences

the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations and comprehensive loss.

warrants are not precluded from equity classification and are accounted for as such on the date of issuance and will be on each consolidated balance sheet date thereafter.

As the warrants are equity classified, they are initially measured at fair

value (or allocated value).

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements

of operations and comprehensive loss.

warrants are not precluded from equity classification and are accounted for as such on the date of issuance and will be on each consolidated

balance sheet date thereafter.

As the warrants are equity classified, they are initially measured at fair value (or allocated value).

financial instrument

1 unchanged sentence

derivatives in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”).

For derivative financial

instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date

and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated

statements of operations and comprehensive loss.

For derivative instruments that are classified as equity, the derivative instruments

are initially measured at fair value (or allocated value), and subsequent changes in fair value are not recognized as long as the contracts

continue to be classified in equity.

of estimates:

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates, judgments and assumptions that

affect the amounts reported in the consolidated financial statements and accompanying notes.

The Company’s management believes

that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made.

These estimates,

judgments and assumptions can affect the reported amounts of assets and liabilities at the dates of the consolidated financial statements,

and the reported amount of expenses during the reporting periods.

Actual results could differ from those estimates.

For derivative financial instruments

that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then

re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations and comprehensive

For derivative instruments that are classified as equity, the derivative instruments are initially measured at fair value (or allocated

value), and subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

of the consolidated financial statement on a going concern basis, which contemplates the realization of assets and payments of liabilities

6 unchanged sentences

in US Dollars)

Significant accounting judgments, estimates and assumptions (continued)

Significant accounting judgments, estimates and assumptions

life of Assets

judgement is involved in determination of useful life for the property plant and equipment and intangible assets.

Management assesses

the reasonability of the useful life on an annual basis to record the depreciation of the intangibles and property plant and equipment.

The intangible assets were

initially assigned a useful life of 5 years.

However, in June 2024, based on a reassessment of the software’s expected utility,

the Company revised its estimate of the useful life to 7 years.

This change in estimate has

been accounted for prospectively in accordance with ASC 250, Accounting Changes and Error Corrections .

The revision impacts

the future amortization of these intangible assets, aligning the amortization period with the updated estimate of their economic

In accordance with its policy, the Company reviews the estimated useful

lives of intangible assets on an ongoing basis.

This review indicated that the actual lives of certain intangible assets were longer than

the estimated useful lives used for amortization purposes in the Company’s consolidated financial statements.

As a result, effective

June 1, 2024, the Company changed its estimated useful life of intangible assets to better reflect the estimated periods during which

these assets will remain in service.

The estimated useful life of intangible assets was previously 5 years were increased to 7 years.

The effect of this change in estimate was to reduce the 2024 amortization expense by $41,740, decrease 2024 net loss by $41,740, and decrease

2024 basic and diluted loss per share by $0.01.

the year ended August 31, 2021, the Company purchased an investment in a private company.

The Company holds a 5 % interest with no significant

The investment is recorded at FVTPL using level 3 inputs.

As at August 31, 2024, the Company recognized a $ Nil change in fair value (2023-

Change in fair value during the current period due to foreign exchange translation.

plant and equipment

plant and equipment are recorded at cost, less accumulated depreciation and impairment losses, if any.

Depreciation is provided using

the straight-line method over the estimated useful lives of the assets.

Expenditures for maintenance and repairs are expensed as incurred,

while major renewals and improvements are capitalized.

Gains and losses on disposals are recognized in the consolidated statements of

operations and comprehensive loss when assets are retired or otherwise disposed of.

periodically reviews the estimated useful lives of property and equipment to ensure they reflect the assets’ expected economic

No changes in useful life estimates were made during the year ended August 31, 2025.

assets consist primarily of internally developed or acquired software and technology platforms used in the Company’s operations.

These assets are amortized on a straight-line basis over their estimated useful lives, which are currently seven years .

June 2024, the Company reassessed the expected economic benefit of certain software assets and increased their estimated useful life

from five years to seven years .

That change in estimate was accounted for prospectively in accordance with ASC 250 – Accounting

Changes and Error Corrections.

No further revisions to useful life estimates were made during the fiscal year ended August 31, 2025.

Company evaluates intangible assets for indicators of impairment whenever events or changes in circumstances indicate that their

carrying amounts may not be recoverable, in accordance with ASC 350 and ASC 360.

No indicators of impairment were identified during

Impairment of

Non-Current Assets

The Company reviews

its long-lived assets, including property and equipment and capitalized software development costs, for indicators of impairment in accordance

with ASC 360 - Property, Plant, and Equipment and ASC 350 - Intangibles

- Goodwill and Other .

Significant judgment is required in assessing whether

triggering events have occurred and in estimating the recoverable amount of these assets.

When indicators

of impairment are identified, the Company estimates the asset’s future undiscounted cash flows to determine whether the carrying

amount is recoverable.

If not recoverable, the impairment loss is measured as the excess of the carrying amount over fair value, which

is based on discounted cash flows or other valuation techniques.

These estimates require management to make assumptions regarding expected

future economic conditions, product performance, technology life cycles, and the useful lives of assets.

No impairment

charges were recognized during the years ended August 31, 2025 and 2024;

however, changes in underlying assumptions may result in material

impairment in future periods.

The fair value of the Company’s 5 % investment in a private company

is determined using Level 3 inputs under ASC 820.

Management assesses fair value annually using a market-approach valuation technique,

considering factors such as the investee’s financial performance, recent arm’s-length transactions, and comparable private-company

For the years ended August 31, 2025 and 2024, no observable changes in these inputs or in the investee’s financial condition

were identified;

accordingly, management concluded that the fair value remained unchanged.

Any translation differences are recorded through

Property and equipment

21 unchanged sentences

Intangible assets

During the current period, the Company capitalized

development costs related to internally generated software classified as intangible assets.

the current year, the Company capitalized development costs related to internally generated software classified as intangible assets.

Schedule of cost and accumulated depreciation

16 unchanged sentences

of amortization expense of definite lived intangible assets

ending August 31,

Year ending August 31,

Financial Inc.

6 unchanged sentences

Schedule of authorized share capital

Balance, August 31, 2022 and 2023

Balance, August 31, 2023

Issuance of common shares on initial public offering

4 unchanged sentences

Balance, August 31, 2024

November 3, 2023, the Company completed Initial Public Offering (IPO) and was listed on the New York Stock Exchange American (NYSEAmerican) under the

The Company issued 875,000

shares on the initial public offering and received gross proceeds of $ 3,500,000

on the closing of the public offering.

The Company incurred $ 796,346

in share issue costs related to underwriter fees and legal cost fees.

The share issue cost balance includes the fair value of $ 48,283

related to 26,250

representative warrants that were issued on November 3, 2023, to the underwriters for an exercise price of $ 4

and expiring on October

July and August 2024, the Company issued 501,875

common shares to Brownstone Corporation as part

of the conversion of a previously issued convertible note.

The conversion included a principal amount of $ 300,000

and accrued interest of $ 4,347

at an annual interest rate of 8.00 %,

as per Note 18.

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 “Investor”) pursuant to which the Company shall issue and sell to the

Investor, from time to time as provided herein, and the Investor 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 Investor (collectively

as the “EPA Shares”) at purchase price to be determined as per the terms and conditions of the EPA.

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

the Investors, requiring the Company to register the EPA Shares issued under the EPA.

In August 2024, the Company issued 741,499 common shares pursuant to a put notice with Brownstone Corporation, for a total price of $ 487,491 .

Issuance of common shares against S3

Issuance of common shares against prefunded warrants

Issuance of common share against S1

Issuance of common shares against warrants conversion

Share issuance costs

Balance, August 31, 2025

November 03, 2023 – Initial public

the prior fiscal year (2024), the Company completed its initial public offering on the NYSE American, issuing 43,750 common shares for

gross proceeds of approximately $ 3.5 million.

That offering established the Company’s public listing and provided the foundation

for the subsequent financings.

14, 2024 - Issuance under Form S-3 Offering

November 14, 2024, the Company issued 382,667 common shares (pre-reverse) at $ 0.60 per share, for total gross proceeds of approximately

the 1-for-20 reverse stock split implemented in July 2025, this issuance is presented as 19,133 common shares at $ 12.00 per share.

– May 2025 - Exercise of Prefunded Warrants

January 2025 and May 2025, holders of prefunded warrants exercised 1,284,000 warrants (pre-reverse), resulting in the issuance of 64,200

common shares (post-reverse) for value of $ 780,769 .

5, 2025 - Form S-1 Offering

May 5, 2025, the Company completed a registered public offering under Form S-1, issuing 10,000,000

common shares (pre-reverse) at $ 0.15

per share (or 500,000

common shares post-reverse) for gross proceeds of approximately

$ 1.5 million .

connection with this offering, the Company issued 10,000,000

detachable warrants pre reverse split ( 500,000 detachable warrants after reverse split) each exercisable for one common share at

per share pre-reverse, or $ 3.00

per share post-reverse.

These warrants were assessed under ASC 480 and ASC 815, Derivatives and Hedging and determined to require

liability classification, as certain settlement features are not indexed solely to the Company’s own stock.

warrant liability was initially recognized at fair value of $ 659,190 on the issuance date using the Black-Scholes option-pricing

model and is remeasured at each reporting date, with changes in fair value recognized in the consolidated statements of operations

and comprehensive loss.

proceeds of $ 834,000 were allocated to common stock within equity, net of issuance costs.

– August 2025 - Warrant Conversions

July and August 2025, a total of 336,266 warrants were exercised at an exercise price of $ 3.00 per share, resulting in the issuance of

336,266 common shares and valuing $ 1,701,398 .

Upon exercise, the related portion of the warrant liability was

reclassified to equity.

July 16, 2025, the Company effected a 20-for-1 reverse stock split of its issued and outstanding common shares (the “Reverse Split”).

As a result of the Reverse Split, every twenty (20) common shares issued and outstanding prior to the effective date were automatically

combined into one (1) common share.

No fractional shares were issued in connection with the Reverse Split;

any fractional entitlements

were rounded in accordance with the Company’s governing documents.

Reverse Split did not affect the total shareholders’ equity, the carrying amount of common shares, or the par value of the Company’s

common shares.

share, per-share, warrant, option, and RSU figures presented in these consolidated financial statements and accompanying notes have been

retroactively adjusted to reflect the Reverse Split for all periods presented.

of Share Capital

of August 31, 2025, the Company had 1,340,941 common shares issued and outstanding (August 31, 2024 – 421,342 ) and no preferred

shares outstanding.

Financial Inc.

2 unchanged sentences

in US Dollars)

Share purchase warrant

Schedule of authorized share capital

Common Share purchase warrant

Schedule of common share purchase warrant

Balance, August 31, 2023

1 unchanged sentence

Balance, August 31, 2024

As noted in Note 7 above on November 3, 2023, the

Company issued 26,250 warrants at an exercise price of $ 4 with an expiry date of October 31, 2028 and on May

10, 2024 the Company entered into a convertible debt transaction (Note 18) and also issued 1,000,000 warrants at an exercise

price of $ 5 with an expiry date of February 10, 2025 .

As per ASC 815 the instruments did not meet the criteria to be classified

as equity instruments as such were classified as a financial liability.

Share-based compensation expense

Balance, August 31, 2025

Warrant Liability

noted in Note 7 above on November 3, 2023, the Company issued 1,313 warrants at an exercise price of $ 80.00 with an expiry date of October

31, 2028 and on May 5, 2025 the Company issued 500,000 warrants at an exercise price of $ 3.00 with an expiry date of May 05, 2030 .

per ASC 815 the instruments did not meet the criteria to be classified as equity instruments as such were classified as a financial liability.

Below is the continuity of the warrant liability valuation.

The warrants issued on November 3, 2023 were

valued using the Black-Scholes method with the share price of $ 1.86 , exercise price of $ 4 , term of 5 years, risk free rate

of 3.79 % and volatility of 142 % at issuance and share price of $ 1.15 , exercise price of $ 4 , term of 4.42 years, risk

free rate of 3.79 % and volatility of 142 % as at August 31, 2024.

The warrants issued in May 2024 were valued using

the Black-Scholes method with the share price of $ 1.29 , exercise price of $ 5 , term of 6 months, risk free rate of 3.79 %, credit

spread of 31.46 % and volatility of 104 % at issuance and share price of $ 1.94 , exercise price of $ 4 , term of 6 months,

risk free rate of 4.79 %, credit spread of 31.55 % and volatility of 104 % as at August 31, 2024.

warrants issued on November 3, 2023 were valued using the Black-Scholes method with the share price of $ 37.20 , exercise price of $ 80 ,

term of 5 years, risk free rate of 3.79 % and volatility of 142 % at issuance and share price of $ 4.02 , exercise price of $ 80 , term of

3.17 years, risk free rate of 3.59 % and volatility of 189 % as at August 31, 2025.

warrants issued in May 2025, were valued using the Black-Scholes method with the share price of $ 2.54 ,

exercise price of $ 3.00

years, risk free rate of 3.95 %

and volatility of 170.38 %

at issuance and share price of $ 4.02 ,

exercise price of $ 3.00 ,

years, risk free rate of 3.97 %,

and volatility of 188.55 %

as at August 31, 2025.

Schedule of warrant liability

4 unchanged sentences

Fair Value of Warrants at August 31, 2024

Schedule of estimate fair value of

share options granted

average estimated fair value per common share

Change in fair value of expiration of warrants relating to conversion debt

Issuance of warrants against S1

Conversion of warrants into shares

Change in fair value of warrants liability

Translation adjustment

Fair Value of Warrants at August 31, 2025

Schedule of estimate fair value of warrant

August 31, 2025

August 31, 2024

Weighted average estimated fair value per common share

Weighted average exercise price of the warrant

Weighted average expected life of the warrant

As at August 31, 2024, the warrants have no intrinsic value (August 31,

2023 – nil ).

at August 31, 2025, the warrants had a weighted-average intrinsic value of $ 1.02 per warrant or total $ 167,008 (August 31, 2024 –

Pre-funded warrant

Schedule of pre-funded warrant

Pre-funded warrant issued November 13, 2024

Conversion of warrants into shares

Balance, August 31, 2025

purchase price of each Pre-Funded Warrant was $ 11.998

(Pre-reverse split $ 0.5999 ), which is equal to the price per share at which the Shares are being sold, minus $ 0.002

(Pre-reverse split $$ 0.0001 ), the exercise price of each Pre-Funded Warrant.

During the period, 64,200 (Pre-reverse split 1,284,000 )

pre-funded warrants were exercised and converted into the common shares of the Company.

During the fiscal year, the Company recorded $ 216,856

in expenses attributable to underwriter commissions and legal fees associated with the issuance of the prefunded warrants.

Financial Inc.

3 unchanged sentences

Share-based benefits reserve

Company has a share option plan (the “Plan”) to attract, retain and motivate qualified directors, officers, employees and

consultants whose present and future contributions are important to the success of the Company by offering them an opportunity to participate

in the Company’s future performance through the award of share options.

share option converts into one common share of the Company on exercise.

No amounts are paid or payable by the recipient on receipt of

The options carry neither rights to dividends nor voting rights.

Options may be exercised at any time from the date of vesting

to the date of their expiry.

2017, the Plan was amended such that the total number of common shares reserved and available for grant and issuance pursuant to the

Plan is to equal 10 % of the issued and outstanding common shares of the Company.

granted on June 14, 2021, vest

over a 2-year period whereby 25% of the options granted vested on the date of grant, and the remaining unvested options vest in

equal instalments every 6-months thereafter .

The fair value of stock options granted was $ 1,317,155 .

A total stock-based compensation expense was recognized of $ Nil

for year ended August 31, 2024 (August 31, 2023 - $ 57,340 ).

Chief Financial Officer was granted 63,821 Stock options on November 15, 2021 as part of his compensation package.

The options vest over

a 3 -year period whereby 8,974 of the options granted vested on the grant date and the remaining unvested options vest in equal instalments

every 6-months thereafter.

The fair value of the stock options granted was $ 141,885 .

The Chief Financial Officer options were forfeited

during the year ended August 31, 2023.

For year ended August 31, 2024, stock-based compensation expense of $ nil (August 31, 2023 -

$ Nil ) was recognized.

Company maintains two equity-based compensation plans, the 2021 Legacy Plan and the 2022 Omnibus Plan, designed to attract, retain, and

motivate qualified directors, officers, employees, and consultants whose contributions are important to the Company’s success by

offering them an opportunity to participate in the Company’s future performance through share-based awards.

stock option granted under the plans entitles the holder to acquire one common share of the Company upon exercise.

No amounts are payable

by the recipient on receipt of the option.

The options carry no dividend or voting rights and may be exercised at any time after vesting

and before their expiry date.

total number of common shares reserved for issuance under the plans is limited to 10 % of the Company’s issued and outstanding common

shares at any given time.

June 14, 2021, the Company granted stock options that vest over a two-year period, with 25% vesting on the grant date and the remaining

unvested options vesting in equal six-month instalments thereafter.

The fair value of these options at the grant date was $ 1,317,155 .

No stock-based compensation expense was recognized in relation to these grants for the years ended August 31, 2025 and August 31, 2024.

the year ended August 31, 2025, pursuant to a Board of Directors resolution dated July 16, 2025, the Company approved the issuance

Restricted Share Units (RSUs) for a value of $ 88,136 under the 2022 Omnibus Plan and 73,570

stock options for a value of $ 146,870 , under the 2021 Legacy Plan.

The options were granted with an exercise price equal to the fair

market value of the Company’s common shares on the grant date, $ 1.30

Company is in process of issuing 46,437 shares against the RSUs.

RSUs and options were granted in recognition of the recipients’ past performance and contributions and were therefore fully vested

upon grant, with no remaining service or vesting conditions.

The RSUs were valued at the market price of the Company’s common shares

on the grant date, and the stock options were valued using the Black-Scholes option-pricing model.

a result of these grants, the Company recognized a stock-based compensation expense of $ 235,006

during the year ended August 31, 2025, $ Nil during the year ended August 31, 2024.

following reconciles the options outstanding at the beginning and end of the period that were granted to eligible participants pursuant

7 unchanged sentences

Balance, beginning of year

Forfeited during the year

Granted during the year

Balance as at year end

Exercisable as at year end

As at August 31, 2024,

the options have no

intrinsic value (August 31, 2023 – nil ).

As at August 31, 2024, all options are exercisable with a weighted average remaining life of 1.8 years (August 31,

2023 – 2.8 years).

of August 31, 2025, all outstanding stock options were fully vested and exercisable, including those granted during the year with a contractual

term of ten ( 10 ) years from the grant date (expiring July 16, 2035 ).

The weighted-average remaining contractual life of all options outstanding

was approximately 7.35 years (August 31, 2024 – 1.8 years).

The aggregate intrinsic value of options outstanding at year-end was

approximately $ 200,110 , based on the closing market price of $ 4.02 per share.

Financial Inc.

3 unchanged sentences

Right-of-use asset and lease liability

Company leases all its office premises in Ontario and British Columbia, Canada.

The Company extended the current Ontario premises of

lease to January 1, 2030, and acquired additional premises of 8,368 square feet adjacent to the current office premises

with the same landlord.

The additional premises lease also expires on January 1, 2030.

The total area of use by the Company is 13,262

The Company acquired a 1,454 square feet premise lease in British Columbia commencing August 1, 2023 and expiring on July 31,

The Company recognized a right-of-use asset and corresponding lease liability in respect of this lease.

The lease liability was

measured at the present value of the remaining lease payments, discounted using the Company’s estimated incremental borrowing rate

as at September 1, 2017 (date of initial application), estimated to be 6%.

The right-of-use asset was measured at an amount equal to

the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the balance sheet immediately before the date of initial application .

Company leases all of its office premises in Ontario and British Columbia, Canada under non-cancellable operating lease arrangements

accounted for under ASC 842 — Leases.

Company’s head office premises in Ontario comprise approximately 4,894 square feet under a lease that was extended to January

In addition, during fiscal 2024 the Company acquired 8,368 square feet of adjacent space from the same landlord, with the

new lease also expiring on January

The combined total area occupied in Ontario is 13,262

For purposes of measuring the related lease liability and right-of-use asset under ASC 842, the Company applied an incremental borrowing

rate (“IBR”) of 6 %,

which reflects the Company’s estimated cost of borrowing on a secured basis over a similar term.

Columbia Office (Lease Surrender)

May 29, 2023, the Company entered into a lease for 1,454 square feet of office space located at Unit 601 – 2950 Glen Drive,

Coquitlam, British Columbia , for a 5 five-year term commencing August 1, 2023 and originally expiring July 31, 2028 .

Subsequently,

pursuant to a Lease Surrender Agreement with the landlord (RPMG Holdings Ltd.) dated August 21, 2025, the Company agreed to surrender

and terminate the lease effective July 31, 2025.

Under the terms of the agreement, the Company paid a surrender fee of $ 24,875 plus

GST, and the security deposit was forfeited to the landlord in full settlement of all obligations under the lease.

Surrender Agreement

surrender resulted in a derecognition (“deletion”) of the associated right-of-use asset and corresponding lease liability

in fiscal 2025, with no material gain or loss recognized.

following schedule shows the movement in the Company’s right-of-use asset:

4 unchanged sentences

Balance, August 31, 2024

Derecognition of asset

Translation adjustment

5 unchanged sentences

Balance, August 30, 2024

Derecognition of asset

Translation adjustment

13 unchanged sentences

Balance, beginning of year

Derecognition of lease

Interest Expense

15 unchanged sentences

August 31, 2024

August 31, 2023

Software Subscription

4 unchanged sentences

Lease expense

general and administrative

Selling, general and administrative

Related party transactions and balances

of key management personnel includes the CEO, COO, CSO, and CFO:

of key management personnel includes the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer:

Schedule of related party transactions

3 unchanged sentences

Share-based compensation

Strategy Officer resigned on March 07, 2025.

Financial Inc.

3 unchanged sentences

Deferred government grant

Company was eligible for the Government of Canada Scientific Research and Experimental Development (SRED) program up to November 3,

The Company has accrued $ 93,226

of SRED receivable as at August 31, 2024, which is recognized in trades and other receivables in the consolidated balance sheet.

portion of the funds received is related to costs that have been capitalized for the development of internally generated software

recognized as intangible asset in Note 6 as such $ 491,251

(August 31, 2023 – $699,627) of the balance received and accrued is recognized as deferred government incentive balance and will be

recognized as recovery in the consolidated statement of operations and comprehensive loss over the useful life of the intangible

As at August 31, 2024, $ 97,646 ,

(August 31, 2023 $ 591,480 )

was recognized as recovery of operating expenses in the consolidated statement of operations and comprehensive loss.

Government grants are recognized when there is reasonable

assurance that the grants will be received and the company will comply with the conditions.

The grants is deferred and recognized as a

liability and is recognized in the statement of operations and compressive loss over the useful life of the intangible asset.

Company previously qualified for the Government of Canada Scientific Research and Experimental Development (“SR&ED”)

program, which provides refundable tax incentives for eligible research and development activities performed in Canada.

Company’s eligibility under the SR&ED program ceased on November 3, 2023.

All SR&ED claims and related receivables were

fully recognized in prior fiscal years, and no additional accruals, recoveries, or claims were recorded during the year ended August

disclosed in prior years, a portion of the SR&ED proceeds received related to expenditures that had been capitalized as internally

generated software.

Accordingly, the related government incentive continues to be recognized as deferred income and is amortized to income

over the useful life of the associated intangible assets in accordance with the Company’s accounting policy.

The Company does not expect

any further SR&ED recoveries in future periods.

Risk management arising from financial instruments

risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations.

The Company’s principal

financial assets that expose it to credit risk are cash and trade receivables.

The Company mitigates this risk by monitoring the credit

worthiness of its customers and holding cash at financial institutions.

maximum credit exposure at August 31, 2024 is the carrying amount of cash and trade receivables.

The Company’s exposure to credit

risk is considered to be low, given the size and nature of the various counterparties involved and their history of performance.

Company has not historically incurred any significant credit loss in respect of its trade receivables.

Based on consideration of all

possible default events over the assets’ contractual lifetime, the expected credit loss in respect of the Company’s trade

receivables was minimal as at August 31, 2024 and August 31, 2023.

Credit risk is the risk of financial

loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

The Company’s

primary exposure to credit risk arises from cash balances held with financial institutions and trade receivables, which consist almost

entirely of subscription fees billed to mortgage agents and brokerages.

The Company manages this risk

by holding cash only with major Canadian financial institutions and by monitoring the creditworthiness, payment history, and aging profile

of all subscription receivables.

Trade receivables are short-term in nature and generally collected within 30 to 60 days.

considers receivables past due when they exceed 60 days outstanding, and impaired when they exceed 90 days with no reasonable expectation

In accordance with ASC 326 –

Current Expected Credit Losses (“CECL”), the Company applies a lifetime expected credit loss model to trade receivables.

credit losses are estimated using a combination of historical loss rates, aging analysis, forward-looking information, and specific identification

of high-risk accounts.

Given the Company’s business model and the nature of subscription-based fees, historical credit losses have

been limited;

however, the Company recognized a material ECL provision and related write-offs during fiscal 2025, reflecting an increase

in past-due accounts and a more conservative application of the CECL model.

Accounts Receivable Aging

As of each reporting date, the

Company monitors the aging of trade receivables as follows:

Due (61–90 days)

of Accounts receivable Aging

Receivables $

Other receivable

Expected credit loss

Receivables $

Other receivables

Expected credit loss

The maximum exposure to credit

risk as of August 31, 2025 is the carrying amount of cash and trade receivables on the consolidated balance sheet.

Despite the increase

in ECL during the year, management believes overall credit risk remains moderate and manageable, given the Company’s diversified

customer base and the short-term nature of its receivables.

following table provides expected credit loss during the year:

Schedule of credit loss

August 31, 2025

August 31, 2024

Opening balance

Increased during the year

Closing balance at year end

Interest rate risk

rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest

The Company does not have any variable interest-bearing debt.

risk is the risk that the Company will not be able to meet its financial obligations as they become due.

The Company’s approach

in managing liquidity is to ensure, to the extent possible, that it will have sufficient liquidity to meet its liabilities when due,

by continuously monitoring actual and forecasted cash flows, refer to Going Concern in Note 1.

Liquidity risk

risk is the risk that the Company may be unable to meet its financial obligations as they become due.

The Company manages this risk by

monitoring actual and forecasted cash flows on an ongoing basis and assessing available sources of financing, as further described in

the Going Concern discussion in Note 1.

As at August 31, 2025, the Company’s

contractual payment obligations are as follows:

Schedule of contractual payment obligations

Lease payments

Accounts payable

Loan from directors

Warrant liability

believes that these obligations can be met through existing working-capital resources, expected operating cash flows, and planned financing

Management of capital

Company’s objective of managing capital, comprising of shareholders’ equity, is to ensure its continued ability to operate

6 unchanged sentences

capital management objectives, policies and processes have remained unchanged during the year ended August 31, 2025.

e) Foreign currency risk

Company’s operations and revenues are primarily denominated in Canadian dollars (“CAD”), which is also the functional

currency of all of its subsidiaries.

Accordingly, day-to-day operating exposure to foreign currencies is limited.

However, the Company

does incur foreign currency risk from certain USD-denominated transactions, including balances held in USD bank accounts and select vendor

payments made in USD.

These items can give rise to realized and unrealized foreign exchange gains or losses, which are recorded in the

consolidated statements of operations.

addition, the Company is required to translate its CAD-denominated financial statements into U.S.

dollars (“USD”) for SEC

This translation process may result in period-to-period fluctuations in reported assets, liabilities, revenues, and expenses

due to changes in the CAD-USD exchange rate.

These translation adjustments do not affect the Company’s underlying cash flows or

economic performance.

the Company’s limited operating exposure to foreign currencies, management does not currently utilize foreign exchange derivatives

to manage this risk.

Financial Inc.

10 unchanged sentences

note 10 related to lease commitments.

Disaggregation of revenue

Schedule of disaggregation of revenue

August 31, 2024

August 31, 2023

of deferred revenue

August 31, 2025

3 unchanged sentences

Subscription revenue

Other revenue

Sponsorship revenue

Underwriting revenue

Other revenue

Total revenue

Company entered into a loan on July 31, 2023, with a one-year

term and maturity date of July

The Company obtained a loan of $ 430,098

with an annual compounded interest rate of 12 %

The Company paid a 2 %

advance fee to obtain the loan as at August 31, 2023.

The Company received an additional advance of $ 87,369

related to the Loan during the year ended August 31, 2024.

The Company obtained the loan based on the qualified SRED amount to be

obtained for fiscal year 2023 and August 31, 2024, noted in Note 13.

The loan was settled in full during March 2024.

The interest on

loan is shown separately in consolidated statements of cash flow.

Company generates revenue primarily from mortgage brokerage activities, subscription fees, underwriting services, and ancillary technology-enabled

Revenue is disaggregated by geographic region based on the location of the customer.

the fiscal years ended August 31, 2025 and August 31, 2024, all revenue was earned in Canada, as the Company operates exclusively within

the Canadian mortgage market and has no foreign revenue-generating operations.

Loan from directors

the year ended August 31, 2025, the Company entered into unsecured loan agreements with its directors and shareholders, for total proceeds of $ 608,940 loans bear interest at 12 percent per annum, are non-compounding,

and are repayable after filling of S1 registration statement filling in December 2025.

The loans are unsecured and may be repaid at any time

without penalty.

Total interest during the year was $ 48,570 .

As of August 31, 2025, the outstanding principal and accrued interest are included in loans payable within current liabilities.

Management believes the terms of these loans are consistent with those available in arm’s-length commercial transactions.

Convertible loan

On May 10, 2024, the Company issued an unsecured convertible

debt (‘debt”) of $ 300,000 carrying a two -year term with interest on the outstanding principal amount from the date

of issuance accrued at the rate of 8 % per annum.

The Company also issued 1,000,000 warrants with exercise price of $ 5 in

On May 10, 2024, the Company issued

an unsecured convertible debt (‘debt”) of $ 300,000 carrying

a two 2 -year

term with interest on the outstanding principal amount from the date of issuance accrued at the rate of 8 %

The Company also issued 50,000 (pre-reverse split - 1,000,000 ) warrants

with exercise price of $ 5 in

connection with the convertible debt (Note 8).

The Company has an option to prepay the loan prior to the maturity date

subject to a prepayment fee of $ 75,000 .

The conversion price of the debt shall equal to 75 % of the volume

weighted average price (VWAP) on the trading day immediately preceding the conversion date.

The conversion feature of the note was not clearly and closely related

to the debt and should be recognized as a derivative liability.

The Company determined that the estimate fair value of the derivative

liability is $ 76,543 .

The prepayment option was not clearly and closely related to the debt and should be recognized a derivative

The Company has an option to prepay the

loan prior to the maturity date subject to a prepayment fee of $ 75,000 .

The conversion price of the debt shall

equal to 75 % of the volume weighted average price (VWAP) on the trading day immediately preceding the conversion date.

The conversion feature of the note was

not clearly and closely related to the debt and should be recognized as a derivative liability.

The Company determined that the estimate

fair value of the derivative liability is $ 76,543 .

The prepayment option was not clearly and closely related to the debt and should be

recognized a derivative liability.

The Company determined the estimated fair value of the prepayment option to be $ nil .

The Company incurred debt issuance cost of $ 94,687 which was applied

against the principal of the debt.

The debt component of the convertible debt was valued using the effective interest method, based on

an estimated effective interest of 46 %.

The Company incurred debt issuance cost

of $ 94,687 which was applied against the principal of the debt.

The debt component of the convertible debt was valued using the effective

interest method, based on an estimated effective interest of 46 %.

During the year ended August 31, 2024,

31, 2024, the Company incurred interest of $ 4,411

recognized in interest expense in the consolidated statement of operations and comprehensive loss accretion expense of $ 223,059 recognized

in the consolidated statement of operations and comprehensive loss.

The convertible note was converted into shares in July 2024.

Company issued

the Company incurred interest of $ 4,411 recognized in interest expense in the consolidated statement of operations and comprehensive loss

accretion expense of $ 223,059 recognized in the consolidated statement of operations and comprehensive loss.

The convertible note was converted

into shares in July 2024.

Company issued 25,094 (Pre-reverse split - 501,874 )

shares against the convertible note and the accrued interest thereon.

reconciliation of the combined federal and state income tax rate of 26.5% (2023 – 26.5%) to the effective tax rate is

Financial Inc.

to the Consolidated Financial Statements

the years ended August 31, 2025 and 2024

in US Dollars)

reconciliation of the combined federal and state income tax rate of 26.5% (202 4 – 26.5%) to the effective tax rate is as follows:

of federal and state income tax rate

16 unchanged sentences

Intangible assets

Property, plant and equipment

Finance lease liabilities

4 unchanged sentences

Charitable donations carryforward

Total deferred tax assets

Deferred income tax assets

Valuation allowance

5 unchanged sentences

Right of use assets

Intangible assets

Total deferred tax liabilities

Total deferred tax liability

Net deferred tax liability

The Canadian operating tax loss carry forward expire in 2044.

The remaining deductible temporary differences may be carried forward

indefinitely.

The Company has adopted the provisions of ASC 740-10, which clarifies the accounting for uncertain tax positions.

ASC 740-10 requires

that the Company recognize the impact of a tax position in its financial statements if the position is more likely than not to be sustained

upon examination based on the technical merits of the position.

For the year ended August 31, 2024, the Company had no material unrecognized

tax benefits, and based on the information currently available, no significant changes in unrecognized tax benefits are expected in the

next 12 months.

operating tax loss carry forward expire in 2045.

The remaining deductible temporary differences may be carried forward indefinitely.

The Company has adopted the provisions

of ASC 740-10, which clarifies the accounting for uncertain tax positions.

ASC 740-10 requires that the Company recognize the impact of

a tax position in its financial statements if the position is more likely than not to be sustained upon examination based on the technical

merits of the position.

For the year ended August 31, 2025, the Company had no material unrecognized tax benefits, and based on the information

currently available, no significant changes in unrecognized tax benefits are expected in the next 12 months.

Financial Inc.

to the Consolidated Financial Statements

the years ended August 31, 2025 and 2024

in US Dollars)

During the year, the Company recorded other income from the sale of certain insurance book assets, representing proceeds

received for transferring renewal rights and related customer relationships.

The Company has no ongoing obligations following the transfer.

Subsequent events

Company entered into a short term loan

agreement for $ 525,000 during the month of October 2024.

The loan has $ 25,000 adminstrative fee at the time of

disbursement.

November 14, 2024, Company issued 382,667 ordinary shares at the purchase price of $ 0.60 per share.

Further Company also issued 1,284,000

Pre-funded Warrants at the price of $ 0.5999 .

Total gross proceeds from offering was $ 999,871

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 requiring

disclosure but no adjustment to the consolidated financial statements as of and for the year ended August 31, 2025.

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 $ 3.80

per subscription receipt, with respect to certain purchasers,

per subscription receipt, with respect to certain purchasers.

private placement closed on September 4, 2025, raising approximately $ 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 $ 15.0

As of November 2025, $ 11.8

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 Coopers Financial Group and pledges over certain digital-asset

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 $ 250

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 consolidated financial statements, no shares have been issued,

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

Warrants Expiry

Subsequent to year-end, 82,650 warrants originally issued in connection with the Company’s prior financing

arrangements reached their contractual maturity date on November 3, 2025, which was two years following the defined liquidity event.

accordance with the terms of the warrant agreements, these warrants expired unexercised and are no longer outstanding as of that date.

No cash settlement or further obligation arose to the Company upon expiry.

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.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

16 unchanged sentences

Tasis Giannoukakis

Nima Besharat

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 9A. Controls and Procedures