| Schedule of Ordinary Shares Outstanding |
Movements in the number of the Company’s
ordinary shares outstanding are as follows (Unit: thousand shares):
| | |
Note | |
2023 | | |
2024 | | |
2025 | |
| At January 1 | |
| |
| 460 | | |
| 1,210 | | |
| 1,307 | |
| Issuance of ordinary shares | |
a, i | |
| 3 | | |
| - | | |
| 189 | |
| Share-based payments | |
Note 18 | |
| 3 | | |
| 2 | | |
| - | |
| Preferred shares conversion | |
b | |
| 198 | | |
| - | | |
| - | |
| Acquisition of subsidiaries | |
c | |
| 504 | | |
| - | | |
| - | |
| Changes in non-controlling interests | |
d | |
| 42 | | |
| - | | |
| - | |
| Restricted stock vested | |
Note 18 | |
| - | | |
| - | | |
| 4 | |
| Conversion from non-controlling shareholders | |
e | |
| - | | |
| 3 | | |
| - | |
| Conversion of convertible promissory notes | |
e, j | |
| - | | |
| 16 | | |
| 500 | |
| Conversion of November PIPE convertible notes | |
e | |
| - | | |
| 73 | | |
| - | |
| Issuance of ordinary shares to Blue Ocean shareholders | |
g | |
| - | | |
| 3 | | |
| - | |
| Issuance of ordinary shares to Green Quest shareholders | |
k | |
| - | | |
| - | | |
| 28 | |
| Issuance of ordinary shares to Tumim ELOC SPA | |
l | |
| - | | |
| - | | |
| 400 | |
| Equity Compensation for consulting services agreements | |
m | |
| - | | |
| - | | |
| 17 | |
| Issuance of ordinary shares to settle subsidiary’s debt | |
n | |
| - | | |
| - | | |
| 111 | |
| At December 31 | |
| |
| 1,210 | | |
| 1,307 | | |
| 2,556 | |
| a) | In 2022, the Company raise additional capital through private placement by issuing 1,662 shares at a subscription price of $180.345095
per share for a total of $299,814, the alteration registration was completed on May 21, 2023. |
In 2023, the Company raise additional capital through private
placement by issuing 1,226 shares at a subscription price of $180.346180 per share and 709 shares at subscription price of $112.886414
per share for a total of $221,134 and $80,069, respectively, and the alteration registration was completed on May 21, and June 2, 2023,
respectively.
| b) | On May 22, 2023, all series of preferred shares had been converted
to ordinary shares at a 1:1 conversion ratio amounted to $26,911,070. Please refer to Note 13 c) for details. |
| c) | In 2023, the Company issued 1,861 and 501,789 shares as equity consideration
to acquire SC and MG, respectively. Please refer to Note 13 b) and Note 32 for details. |
| d) | In 2023, the Company issued 12 and 30 thousand shares to acquire interests of POLYDICE and AD2, respectively, from non-controlling
interests. |
| e) | In connection with the closing of the Merger with Blue Ocean, the Company issued 95 thousand ordinary shares upon recapitalization,
the following table illustrates the reconciliation of the number of shares and capital surplus due to issuance of Company’s ordinary
shares upon recapitalization: |
| f) | On November 22, 2024, in connection with the merger with Blue Ocean, the Company entered certain convertible note purchase agreements
and issued subordinated unsecured convertible promissory notes at 10% per annum in aggregate principal amount of $4,355,000 (the “November
PIPE Convertible Notes”) to certain third-party investors as well as certain members of Blue Ocean’s board of directors, management
team and advisory board and other shareholders of Blue Ocean. The November PIPE Convertible Notes had a maturity date on December 7, 2024,
with the following conversion terms: |
Effective immediately prior to and contingent upon the
closing of the Merger, the 2024 PIPE Convertible Notes shall automatically be converted into a number of the Company’s ordinary
shares equal to the sum of (i) the quotient of (A) the then outstanding principal amount and accrued interest under each 2024 PIPE Convertible
Note divided by (B) $3.50 and (ii) the product of (A) 240,397 and (B) the quotient of (x) the outstanding principal amount of each PIPE
Convertible Note divided by (y) $5,000,000.
On the grant date, in accordance with
IFRS 2, the excess of the fair value of equity instruments granted and the proceeds received was recognized as a finance cost totaled
$7,734,993.
The 2024 Sponsor PIPE were converted
into 72,730 ordinary shares on December 5, 2024, immediately prior to the closing of de-SPAC transaction, and the difference between the
ordinary shares and the sum of principal amount and the finance cost is recognized in capital surplus amounted to $12,089,847.
| g) | At the closing of the Merger, the Company shall issue a total of 139 thousand ordinary shares to the public (3 thousand shares) and
sponsor (136 thousand shares) shareholders of Blue Ocean, of which the Founder Shares in Blue Ocean agreed in the Sponsor Lock-up and
Support Agreement to defer receiving 136 thousand shares from the Company. As of December 31, 2024, only 3 thousand shares were issued
to the public shareholders of Blue Ocean at closing. Please refer to Note 35 for details. |
| h) | In accordance with IAS 32, the incremental costs directly attributable to the equity transaction that otherwise would have been avoided
are accounted for as a deduction from equity. In relation to the Merger, the transactions costs including legal, accounting and other
professional fees are allocated as the deduction of capital surplus based on the amount of Company’s ordinary shares to be issued
to Blue Ocean’s shareholders over the sum of i) total ordinary shares issued and outstanding at the closing of the Merger and ii)
ordinary shares to be issued to Blue Ocean’s shareholders. |
| i) | In 2025, the Company raise additional capital through private placement by issuing 113,636 shares at a subscription price of $8.8
per share and 75,781 shares at subscription price of $6.598 per share for a total of $1,000,000 and $500,000, respectively, and the alteration
registration was completed on August 29, and October 17, 2025, respectively. |
| j) | As of December 31, 2025, the 3i Promissory Note were converted into
500,111 ordinary shares. Please refer to Note 13 d) iii) for details. |
| k) | In connection with the acquisition of Green Quest in September 2024, the Company issued 27,934 shares on May 7, 2025, for total equity
consideration in Q2 2025. Please refer to Note 32 for details. |
| l) | On November 25, 2024, the Company entered an Agreement with Tumim (the “Tumim ELOC SPA”) for an equity line of credit
up to $30 million (the “Total Commitment”). Pursuant to the Agreement, if the Company, in its sole discretion, drawn down
any amount of this line of credit, the Company shall issue TNL Mediagene ordinary shares to settle the drawn down amount and is subject
to the terms and conditions as follows: |
| i) | Maturity date: The Agreement shall terminate automatically on the earliest to occur of (i) 24-month anniversary of the signing date,
and (ii) the date on which the investor shall have received the Total Commitment worth of Shares pursuant to this Agreement. |
| ii) | Price per share: the product obtained by multiplying (i) the lowest daily dollar volume-weighted average price on the trading market
during the applicable valuation period by (ii) 0.97. |
| iii) | Prohibition: The Agreement prohibits the Company from issuing shares to Tumim if such issuance would cause Tumim’s beneficial ownership to exceed the 4.99% limitation. |
Apart from the equity line of credit, at the signing date
of the Agreement, the Company also became obligated to issue a number of the Company’s ordinary shares (the “Commitment Shares”)
to Tumim as consideration for its irrevocable commitment for the equity line of credit to the Company. The Commitment Shares is calculated
by dividing (i) $450,000, by (ii) the lower of (A) the NASDAQ official closing price of the TNL Mediagene ordinary shares
and (B) the average NASDAQ official closing price of the TNL Mediagene ordinary shares for the 5 consecutive trading days,
immediately prior to the filing of the initial registration statement by the Company with the commission.
The Company accounted for this equity line of credit as
a loan commitment, as the Company has not drawn down any amount as of December 31, 2024, no obligation has been established for the Company
to deliver its own equity instruments. In addition, the Company is obligated to issue a number of Commitment Shares at inception in exchange
for services. The Commitment Shares was accounted under IFRS 2 in equity and first capitalized as a pre-payment for services and amortized
over the 24-month contract period from the date of the Agreement.
On February 26, 2025, 5,952 shares were issued for the Commitment
Shares. During 2025, pursuant to the Agreement, the Company issue 400 thousand shares to settle the drawn down amount.
| m) | The Company entered into two business consulting services agreements with Sagara Group, LLC (“Sagara”). During the term
of this Agreement, the Company shall pay to Sagara each month a payment of $18,000 cash and each month a payment of 17,000 ordinary shares
of TNL Mediagene until terminated. |
| n) | In 2025, for the purpose of settling accounts payable, the Company raised additional capital through a private placement by issuing
110,936 shares at a subscription price of $5.91 per share, for a total of $655,630. The registration of the alteration was completed on
October 30, 2025. |
|
| Schedule of Number of Shares and Capital Surplus |
the following table illustrates the reconciliation of the number of shares and capital surplus due to issuance of Company’s ordinary
shares upon recapitalization:
| | |
Note | |
Number of
shares
(thousand
shares) | | |
Capital surplus | |
| Conversion from non-controlling shareholders | |
Note 14 c) | |
| 3 | | |
$ | 434,277 | |
| Conversion of convertible promissory notes | |
Note 13 d) | |
| 16 | | |
| 3,022,549 | |
| Conversion of November PIPE Convertible Notes | |
f | |
| 73 | | |
| 12,089,847 | |
| Issuance of ordinary shares to Blue Ocean shareholders | |
g | |
| 3 | | |
| 685,040 | |
| Deferred issuance of ordinary share to Blue Ocean sponsors | |
g | |
| - | | |
| 29,227,201 | |
| Capitalized expenses for new shares issuance | |
h | |
| - | | |
| (398,687 | ) |
| | |
| |
| | | |
$ | 45,060,227 | |
| f) | On November 22, 2024, in connection with the merger with Blue Ocean, the Company entered certain convertible note purchase agreements
and issued subordinated unsecured convertible promissory notes at 10% per annum in aggregate principal amount of $4,355,000 (the “November
PIPE Convertible Notes”) to certain third-party investors as well as certain members of Blue Ocean’s board of directors, management
team and advisory board and other shareholders of Blue Ocean. The November PIPE Convertible Notes had a maturity date on December 7, 2024,
with the following conversion terms: |
Effective immediately prior to and contingent upon the
closing of the Merger, the 2024 PIPE Convertible Notes shall automatically be converted into a number of the Company’s ordinary
shares equal to the sum of (i) the quotient of (A) the then outstanding principal amount and accrued interest under each 2024 PIPE Convertible
Note divided by (B) $3.50 and (ii) the product of (A) 240,397 and (B) the quotient of (x) the outstanding principal amount of each PIPE
Convertible Note divided by (y) $5,000,000.
On the grant date, in accordance with
IFRS 2, the excess of the fair value of equity instruments granted and the proceeds received was recognized as a finance cost totaled
$7,734,993.
The 2024 Sponsor PIPE were converted
into 72,730 ordinary shares on December 5, 2024, immediately prior to the closing of de-SPAC transaction, and the difference between the
ordinary shares and the sum of principal amount and the finance cost is recognized in capital surplus amounted to $12,089,847.
| g) | At the closing of the Merger, the Company shall issue a total of 139 thousand ordinary shares to the public (3 thousand shares) and
sponsor (136 thousand shares) shareholders of Blue Ocean, of which the Founder Shares in Blue Ocean agreed in the Sponsor Lock-up and
Support Agreement to defer receiving 136 thousand shares from the Company. As of December 31, 2024, only 3 thousand shares were issued
to the public shareholders of Blue Ocean at closing. Please refer to Note 35 for details. |
| h) | In accordance with IAS 32, the incremental costs directly attributable to the equity transaction that otherwise would have been avoided
are accounted for as a deduction from equity. In relation to the Merger, the transactions costs including legal, accounting and other
professional fees are allocated as the deduction of capital surplus based on the amount of Company’s ordinary shares to be issued
to Blue Ocean’s shareholders over the sum of i) total ordinary shares issued and outstanding at the closing of the Merger and ii)
ordinary shares to be issued to Blue Ocean’s shareholders. |
|