Exhibit 99.44

No securities regulatory authority has expressed an opinion about these securities, and it is an offence to claim otherwise.

BITZERO HOLDINGS INC.

CSE FORM 2A

LISTING STATEMENT

In connection with the listing of Bitzero Holdings Inc., the entity resulting from the reverse takeover of WBM Capital Corp.

Dated as of November 19, 2025

TABLE OF CONTENTS

1.   GLOSSARY OF TERMS

The following is a glossary of certain general terms used in this Listing Statement including the summary hereof. Terms and abbreviations used in the financial statements included in or appended to this Listing Statement are defined separately and the terms and abbreviations defined below are not used therein, except where otherwise indicated. Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders.

“Aadnevik Consulting Agreement” has the meaning ascribed it under Section 4 – General Development of the Business;

“Aadnevik Invest” means Aadnevik Invest AS, organization number 921 091 834, being a company incorporated under the laws of Norway and wholly-owned by Frank Aadnevik;

“Active Capacity” means useable or immediately available capacity of a system, measured in MW;

“Affiliate” has the meaning ascribed to it in the BCBCA;

“Arcane Servers” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Arcane” means Arcane Green Data Services AS, org. nr. 925401749, a company incorporated under the laws of Norway;

“ASIC” application-specific integrated circuits;

“Associate” has the meaning ascribed to it in the BCBCA;

“Barbadian Subsidiary” means “Bitzero Inc.” a wholly-owned subsidiary of Bitzero incorporated under the laws of Barbados;

“Barbadian-Exanorth Data Services Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“BCBCA” means the Business Corporations Act (British Columbia);

“Bitcoin” is a cryptocurrency that operates on a decentralized ledger system called a Blockchain;

“Bitzero 2024 Financing” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Bitzero 2025 Financing” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Bitzero Board” means the board of directors of Bitzero;

“Bitzero Convertible Note Financing” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Bitzero Convertible Note” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Bitzero Finland” means Bitzero Finland Oy, a wholly-owned subsidiary of Bitzero incorporated under the laws of Finland;

“Bitzero Non-Voting Shares” means non-voting shares in the capital of Bitzero;

“Bitzero Options” means options to purchase Bitzero Shares;

“Bitzero Shares” means the common shares in the capital of Bitzero;

“Bitzero” means Bitzero Blockchain Inc.;

“Block Reward” is the total amount of Bitcoins awarded to the miner or pool that found a given Bitcoin block, and consists of a combination of Block Subsidy and Transaction Fees;

“Block Subsidy” is the amount of newly minted Bitcoins in each block as fixed by the Bitcoin protocol;

“Blockchain” means a decentralized digital ledger that enables secure, transparent, and immutable transactions;

“Business Day” means a day, other than a Saturday or Sunday, on which Canadian chartered banks are open for the transaction of business in Toronto, Ontario and Vancouver, British Columbia;

“C&W Agency Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Cashless Exercise” has the meaning ascribed to it under Section 10 – Options and Other Rights to Purchase Securities;

“Cavalier County Job Development Authority” means the economic development agency for Cavalier County in North Dakota;

“Chamandy Litigation” has the meaning ascribed to it under Section 19 – Legal Proceedings;

“Chamandy Loan” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Chamandy” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Closing” means the closing of the Transaction on the Effective Date;

“Commencement Date” has the meaning ascribed to it under Section 10 – Options and Other Rights to Purchase Securities;

“Effective Date” means the closing date of the Transaction;

“Effective Time” means the time on the Effective Date that the Transaction becomes effective;

“Energy Provider Power Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Energy Provider” means a company providing energy solutions in the Nordics;

“Escrowed Securities” has the meaning ascribed to it under Section 15 – Escrow Securities and Securities Subject to Contractual Restrictions on Transfer;

“Escrowed Securityholders” means certain securityholders of the Resulting Issuer subject to the Security Escrow Agreement;

“ESG” means environmental, social and governance;

“Exakraft” means Exakraft AS, a Norwegian private limited company;

“Exanorth Master Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Exanorth Option” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Exanorth Shares” means common shares in the capital of Exanorth;

“Exanorth SPA” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Exanorth” means Exanorth AS, a Norwegian private limited company, being a wholly-owned subsidiary of Bitzero;

“Exanorth-Arcane Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Exanorth-Arcane Settlement Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Exchange” means the Canadian Securities Exchange;

“FAR” has the meaning ascribed to it under Section 4 – General Development of the Business;

“FAR Conditions” has the meaning ascribed to it under Section 4 – General Development of the Business;

“FAR Convertible Note” has the meaning ascribed to it under Section 4 – General Development of the Business;

“FAR Transformer Sales Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“FinCo Shares” means common shares in the capital of WBM FinCo;

“Finland Option Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Finland Preliminary Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Finland Purchase Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Finland Real Estate I” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Finland Real Estate II” means the 95,000 square meters of land in Kokemäki, Finland;

“Finland Real Estate III” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Finder Shares” has the meaning ascribed to it under Section 4 – General Development of the Business;

“First Norway Property Declaration of Transport” has the meaning ascribed to it under Section 4 – General Development of the Business;

“First Norway Property” means the 43,000 square meters of land on Kjelmo Statskog in Namsskogan, Norway that is owned by Exanorth;

“Flexibility Provider” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Flexibility Services Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Floor” has the meaning ascribed to it under Section 4 – General Development of the Business;

“FOFI” has the meaning ascribed to it under “Future-Oriented Information and Financial Outlook Information”;

“Forward-looking information” has the meaning ascribed to it under the subheading titled “Cautionary Note Regarding Forward-Looking Information”;

“G75 Management Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Gaudenzi Employment Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Hashrate” refers to the measure of the overall computing power that miners use to produce new digital coins on a cryptocurrency network;

“HPC” means high-performance computing, a technology that uses clusters of powerful processes that work in parallel to process multidimensional data sets and solve complex problems at high speeds;

“Inactive Capacity” means the portion of MW that are available but is not currently being utilized or is unavailable for use;

“Incumbent Board” has the meaning ascribed to it under Section 10 – Options and Other Rights to Purchase Securities;

“IT” means information technology;

“JGB First Draw Conversion Amount” has the meaning ascribed to it under Section 4 – General Development of the Business;

“JGB First Draw” has the meaning ascribed to it under Section 4 – General Development of the Business;

“JGB First Ratchet Issuance” has the meaning ascribed to it under Section 4 – General Development of the Business;

“JGB First Warrants” has the meaning ascribed to it under Section 4 – General Development of the Business;

“JGB Loan Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“JGB Second Draw Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“JGB Second Draw” has the meaning ascribed to it under Section 4 – General Development of the Business;

“JGB Second Ratchet Issuance” has the meaning ascribed to it under Section 4 – General Development of the Business;

“JGB Second Warrants” has the meaning ascribed to it under Section 4 – General Development of the Business;

“JGB Warrants” means the JGB First Warrants and the JGB Second Warrants;

“K&P Services Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“K33 Markets TCA” has the meaning ascribed to it under Section 4 – General Development of the Business;

“K33 Markets” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Key Bitzero Shareholders” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Kilmacloud SPA” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Klimacloud” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Letter Agreement” has the meaning ascribed to it in Section 4.2 – The Transaction;

“Listing Date” means the first date upon which any security of the Resulting Issuer is listed by the Exchange;

“Listing Statement” means this Listing Statement dated November 19, 2025, together with the schedules hereto;

“Luxor Mining Pool” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Luxor Services Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Luxor Software” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Luxor” means Luxor Technology Corporation, a company incorporated under the laws of the State of Delaware;

“Market Price” has the meaning ascribed to it under Section 10 – Options and Other Rights to Purchase Securities;

“Mining Pool” means a joint group of cryptocurrency miners who combine their computational resources over a network. Individually, participants in a mining pool contribute their processing power toward the effort of finding a block. This does not include Hashrate based exchanges or Hashrate contracts;

“MW” means a megawatt;

“Name Change” the change of WBM’s name to “Bitzero Holdings Inc.”;

“ND I, Limited Option Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“ND I, LLC” means Bitzero ND I, LLC corporation formed under the laws of North Dakota, USA, being a wholly-owned subsidiary of Bitzero;

“ND II, LLC” means Bitzero ND II, LLC, a corporation formed under the laws of North Dakota, USA, being a wholly-owned subsidiary of Bitzero;

“Nekoma Pyramid” means the Stanley R. Mickelson Safeguard Complex, renamed the Nekoma Pyramid, a non-operational data center located on the North Dakota Property;

“NEOs” has the meaning ascribed to it under Section 14 – Executive Compensation;

“NI 52-110” means National Instrument 52-110 – Audit Committees;

“NI 62-104” means National Instrument 62-104 – Take Over Bids and Issuer Bids;

“NO4” means a northern Norway bidding area;

“NOK” means the Norwegian Krone;

“North Dakota Property Ancillaries” has the meaning ascribed to it under Section 4 – General Development of the Business;

“North Dakota Property Purchase Agreement” has the meaning ascribed to it under Section 5 – Narrative Description of the Business;

“North Dakota Property” means, the piece of land located on 81^st Street, Nekoma, County of Cavalier, and State of North Dakota;

“Norway Data Center” means the data center located on the First Norway Property;

“OBCA” means the Business Corporations Act (Ontario);

“OKAG Investment” has the meaning ascribed to it under Section 4 – General Development of the Business;

“OKAG Investor Rights Agreement” has the meaning ascribed it under Section 4 – General Development of the Business;

“OKAG Letter Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“OKAG Pre-Emptive Rights Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“OKAG Voting Agreement” has the meaning ascribed it under Section 4 – General Development of the Business;

“OKAG” means Omar Kassem Alesayi Holding Group;

“Omnibus Incentive Plan” has the meaning ascribed to it under Section 10 – Options and Other Rights to Purchase Securities;

“Original Exanorth Hosting Agreements” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Person” means any individual, corporation, company, partnership, unincorporated association, trust, joint venture, governmental body or any other legal entity whatsoever;

“Phoenix Asset Purchase Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Phoenix Commitment Letter” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Phoenix” means Phoenix World Electronics LLC;

“PSU Service Year” has the meaning ascribed to it under Section 10 – Options and Other Rights to Purchase Securities;

“Resulting Issuer Board Nominees” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Resulting Issuer Board” means the board of directors of the Resulting Issuer;

“Resulting Issuer Convertible Securities” has the meaning ascribed to it under Section 11 – Description of the Securities;

“Resulting Issuer DSUs” has the meaning ascribed to it under Section 10 – Options and Other Rights to Purchase Securities;

“Resulting Issuer Escrow Agent” means Odyssey Trust Company;

“Resulting Issuer Non-Voting Share Conversion Notice” has the meaning ascribed to it under Section 11 – Description of the Securities;

“Resulting Issuer Non-Voting Share Ownership Limitation” has the meaning ascribed to it under Section 11 – Description of the Securities;

“Resulting Issuer Non-Voting Shares Conversion Rights” has the meaning ascribed to it under Section 11 – Description of the Securities;

“Resulting Issuer Non-Voting Shares” means the non-voting convertible securities in the capital of the Resulting Issuer;

“Resulting Issuer Options” has the meaning ascribed to it under Section 10 – Options and Other Rights to Purchase Securities;

“Resulting Issuer PSUs” has the meaning ascribed to it under Section 10 – Options and Other Rights to Purchase Securities;

“Resulting Issuer Recapitalization” has the meaning ascribed to it under Section 11 – Description of the Securities;

“Resulting Issuer RSUs” has the meaning ascribed to it under Section 10 – Options and Other Rights to Purchase Securities;

“Resulting Issuer Shareholders” means holders of Resulting Issuer Shares;

“Resulting Issuer Shares” means collectively, Resulting Issuer Voting Shares and Resulting Issuer Non-Voting Shares;

“Resulting Issuer Voting Share” means a common share in the capital of the Resulting Issuer;

“Resulting Issuer” means WBM, following the completion of the Transaction and in the case of references to matters undertaken by a predecessor in interest to the Resulting Issuer or its subsidiaries, includes each of the predecessors in interest, unless the context otherwise requires after giving effect to the Transaction;

“Rights Plan” means the shareholder rights plan that was adopted on November 19, 2025, a fully copy of which is attached as Schedule “H” hereto;

“RSU Service Year” has the meaning ascribed to it under Section 10 – Options and Other Rights to Purchase Securities;

“RSU” means a restricted stock unit;

“Second Exanorth Option” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Second Norway Property LTA” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Second Norway Property Option and Lease Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Second Norway Property” means the 10-acre property in Røyrvik that Exanorth has leased;

“Security Escrow Agreement” means the security escrow agreement among the Resulting Issuer Escrow Agent, the Resulting Issuer, and the Escrowed Shareholders;

“SEDAR+” means the System for Electronic Document Analysis and Retrieval +;

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator;

“Sowrer Equipment Lease” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Sowrer Hosting and Maintenance Services Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Sowrer Leased Area” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Sowrer LTGA” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Sowrer Option Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Sowrer” means Sowrer AS, a Norwegian private company;

“Sowrer-Exanorth Lease Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Sowrer-Exanorth Power Agreement” has the meaning ascribed to it under Section 4 – General Development of the Business;

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by JGB Collateral LLC, as administrative agent and collateral agent for the lenders under the JGB Loan Agreement, in its reasonable discretion;

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR;

“Term SOFR” means the Term SOFR Reference Rate for a tenor comparable to the applicable interest period on the day (such day, the “Periodic Term SOFR Determination Day”) that is twelve (12) U.S. Government Securities Business Days prior to the first day of such interest period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a date to be chosen by JGB Collateral LLC (subject to certain conditions), with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding Business Day is not more than ten (10) Business Days prior to such Periodic Term SOFR Determination Day;

“Total Capacity” means the total amount of capacity available at a property or data center, as applicable, adding the Active Capacity and Inactive Capacity;

“Total Miner Reward” means the Block Reward and Transaction Fees combined;

“Transaction Fees” these are the fees paid by users of the Bitcoin network to have their transactions included in the current block. These fees are aggregated per block and typically paid out to the miner who solved the block by being combined with the Block Subsidy into one transaction output;

“Transaction” has the meaning ascribed to it under Section 2 – Summary;

“TSXV” means the TSX Venture Exchange;

“USA” means the United States of America;

“VAT” means value added tax;

“Wallet” has the meaning ascribed to it under Section 5.7 – Custody of Crypto Assets;

“WBM Adjusted Common Shares” means the common shares in the capital of WBM following the WBM Adjustment;

“WBM Adjustment” means the share split of the WBM Common Shares on a basis of 250,000 post-WBM Common Shares for every one (1) pre-WBM Common Share such that the number of post-WBM Common Shares is 250,000;

“WBM Board” means the board of directors of WBM prior to the Transaction;

“WBM Common Shares” means the common shares in the capital of WBM prior to the WBM Adjustment;

“WBM FinCo Debt Settlement” means WBM will settle certain debt owing to it via issuing WBM FinCo Shares to settle aggregate indebtedness of C$205,647.70 at a price of C$0.05 per WBM FinCo Share which shall result in the issuance of 4,112,954 WBM FinCo Shares;

“WBM FinCo” means 1001344965 Ontario Inc., incorporated under the OBCA and being a wholly-owned subsidiary of WBM, formed to complete the WBM FinCo Debt Settlement;

“WBM Meeting” means the special meeting of the holders of WBM Common Shares held on August 25, 2025;

“WBM SubCo 1” means 1001346623 Ontario Inc., incorporated under the OBCA and being a wholly-owned subsidiary of WBM;

“WBM SubCo 2” means 1555476 B.C. Ltd., incorporated under the BCBCA and a wholly-owned subsidiary of WBM;

“WBM SubCo 3” means Bitzero Holdings Inc., incorporated under the BCBCA and a wholly-owned subsidiary of WBM;

“WBM Warrants” means warrants in the capital of WBM to acquire WBM Common Shares;

“WBM” means WBM Capital Corp., a corporation existing under the BCBCA;

“XBit” means XBit GmbH, a Swiss private limited liability company; and

“Zetanorth” means Zetanorth AS, a wholly-owned subsidiary of Bitzero incorporated under the laws of Norway.

Exchange Rate Information

Unless otherwise specified, all monetary amounts are in USD, all references to “$”, “US$”, “U.S. Dollars” and “dollars” means USD. All references to “CAD$” and “Canadian dollars” mean Canadian dollars. All references to “NOK” mean Norwegian Krone. The exchange rates for the averages of the indicative rates during the period and at the end of period for the Canadian dollar in terms of USD and NOK as reported by the Bank of Canada were as follows for each of the years ended December 31, 2024, and 2023. Exchange rates are expressed as 1 unit of the foreign currency converted into Canadian dollars.

NOK to CAD

USD to CAD

Cautionary Note Regarding Forward-Looking Information

This Listing Statement contains forward-looking information (collectively, “forward-looking information”). Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “does not expect”, “estimates”, “intends”, “anticipates”, “does not anticipate”, “believes” or variations of such words and phrases or states that certain actions, events or results “may” “could”, “would”, “might” or “will” be taken to occur or be achieved.

Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Resulting Issuer to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Although the Resulting Issuer has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that causes actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results, and future events could differ materially from those anticipated in such statements.

Without limitation, this Listing Statement contains forward-looking statements pertaining to the following:

With respect to forward-looking information contained in this Listing Statement, numerous assumptions have been made regarding, among other things:

Although, management of the Resulting Issuer believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. The Resulting Issuer cannot guarantee future results, level of activity, performance, or achievements. Some of the risks, and other factors, some of which are beyond the control of the Resulting Issuer, which could cause results to differ materially from those expressed in the forward-looking information in this Listing Statement include, but are not limited to:

This list is not exhaustive of the factors that may affect any of the forward-looking information regarding the Resulting Issuer. Forward-looking information are statements about the future and are inherently uncertain. Actual events or results could differ materially from those projects in the forward-looking information including as a result of the matters set out in this Listing Statement generally and certain economic and business factors, some of which may be beyond the control of Resulting Issuer. Some of the important risks and uncertainties that could affect forward-looking information are described in detail, as set forth in “Section 17– Risk Factors.” Neither Bitzero or the Resulting Issuer intends, and neither assumes any obligation, to update any of the forward-looking information after the date of this Listing Statement so as to conform such statements to actual results or to actual results or to changes in the expectations of the Resulting Issuer, other than as required by applicable securities law. For all these reasons, readers should not place undue reliance on the forward-looking information contained herein, as the Resulting Issuer’s actual results, performance or achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking information if known or unknown risks, uncertainties, or other factors affect the Resulting Issuer’s business, or if the Resulting Issuer’s estimates or assumptions prove inaccurate. The forward-looking information contained in this Listing Statement are expressly qualified by this cautionary statement.

Future-Oriented Information and Financial Outlook Information

Select financial information included in this Listing Statement is unaudited. There is a material risk that the audited financial results will differ significantly from the unaudited financial information presented herein. This Listing Statement also contains future-oriented financial information and financial outlook information (collectively, “FOFI”) including, without limitation:

●

revenue projections for the 12 months following the date of this Listing Statement.

In addition to the same estimates, assumptions, limitations, and qualifications as set forth in the above paragraphs, the FOFI contained herein is based on the following assumptions:

In addition to the risk factors as set forth in the above paragraphs, the FOFI contained herein involves a variety of known and unknown risks, uncertainties and other factors which may cause its actual plans, intentions, activities, results, performance or achievements to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such FOFI. Forward looking statements and future oriented financial information presented in this Listing Statement may prove inaccurate. Such additional risks include, without limitation:

FOFI contained in this Listing Statement was made as of the date of this Listing Statement and was provided for the purpose of describing the anticipated effects of the expected revenue and proceeds of the Resulting Issuer’s business operations on its business objectives. The Resulting Issuer disclaims any intention or obligation to update or revise any FOFI contained in this Listing Statement, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this Listing Statement should not be used for purposes other than for which it is disclosed herein.

Market and Industry Data

This Listing Statement includes market and industry data that has been obtained from third party sources, including industry publications. The Resulting Issuer believes that its industry data is accurate and that its estimates and assumptions are reasonable, but there is no assurance as to the accuracy or completeness of this data. Third party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there is no assurance as to the accuracy or completeness of included information. Although the data is believed to be reliable, the Resulting Issuer has not independently verified any of the data from third party sources referred to in this Listing Statement or ascertained the underlying economic assumptions relied upon by such sources.

2.   SUMMARY

The following is a summary of information relating to WBM, Bitzero, and the Resulting Issuer (following completion of the Transaction) and should be read together with more detailed information and financial data and statements contained elsewhere in this Listing Statement. Bitzero’s financial statements are audited for the years ended September 30, 2024, and 2023. WBM’s financial statements are audited for the years ended October 31, 2024, 2023, and 2022. All information provided in this summary and Listing Statement is current as of November 19, 2025, unless stated otherwise.

Notes:

3.   CORPORATE STRUCTURE

Following completion of the Transaction, the full corporate name of the Resulting Issuer is “Bitzero Holdings Inc.” The head and registered office is located at 1100 One Bentall Centre, 505 Burrard St, Suite 1100, Vancouver, BC V7X 1M5. The Resulting Issuer will be governed by the BCBCA.

WBM

The full corporate name of WBM is “WBM Capital Corp.” (formerly, Tiidal Gaming Group Corp.) The head office, principal address, registered address and records office of WBM is located at 300 – 10991 Shellbridge Way, Vancouver, British Columbia V6X 3C6.

WBM was incorporated on August 26, 2006, pursuant to the provisions of the Canada Business Corporations Act and was continued to British Columbia on June 4, 2024. On June 7, 2024, WBM voluntarily delisted trading of the WBM Common Shares from the Exchange. On July 10, 2024, WBM changed its name from Tiidal Gaming Group Corp. to WBM Capital Corp.

WBM became a reporting issuer on August 31, 2007, and is currently a reporting issuer in good standing in Alberta, British Columbia, and Ontario. WBM’s principal regulator is the British Columbia Securities Commission. The Resulting Issuer will continue being a reporting issuer in these jurisdictions.

Bitzero

Bitzero was incorporated pursuant to the provisions of the BCBCA on April 16, 2021, under the name “1300647 B.C. Ltd.” Bitzero filed amendments to its Notice of Articles and Articles of Incorporation to change its name from “1300647 B.C. Ltd.” to “Bitzero Blockchain Inc.” effective May 14, 2021. The year end of Bitzero is September 30^th and this is the year end of the Resulting Issuer upon completion of the Transaction.

Intercorporate Relationships

Set forth below are the organization charts of WBM and Bitzero immediately prior to the completion of the Transaction and the Resulting Issuer following the completion of the Transaction.

The Barbadian Subsidiary’s full name is “Bitzero Inc.,” it was incorporated under the Companies Act of Barbados on December 23, 2021. The Barbadian Subsidiary’s registered and head office is located at the Grove, 21 Pine Road, Belleville, St. Michael BB11113, Barbados. The authorized share structure of the Barbadian Subsidiary consists of an unlimited number of common shares, of which 100 common shares were issued to Bitzero for US$100.00 on December 23, 2021.

The Barbadian Subsidiary’s current director and officers are as follows:

The Barbadian Subsidiary is a holding corporation incorporated to take advantage of the bilateral tax treaties between (i) Norway and Barbados and (ii) Barbados and Canada. All Bitcoin mined in the Norway Sata Centre is owned by the Barbadian Subsidiary pursuant to the Barbadian-Exanorth Data Services Agreement. See “Section 4 – General Development of the Business – the Barbadian Subsidiary” for further information.

ND I, LLC is a limited liability company formed under the laws of the North Dakota May 16, 2022. ND I, LLC’s principal address is 1100 One Bentall Centre, 505 Burrard St, Suite 1100, Vancouver, BC V7X 1M5. It is the owner of the North Dakota Property.

Bitzero is the sole member of ND I, LLC. Its current governor is Mohammed Bakhashwain.

ND II, LLC is a limited liability company formed under the laws of North Dakota on May 16, 2022, with a registered address at 1100 One Bentall Centre, 505 Burrard St, Suite 1100, Vancouver, BC V7X 1M5. ND II, LLC is the operating entity for real estate owned by ND I, LLC.

Bitzero is the sole member of ND II, LLC. Its current governor is Mohammed Bakhashwain.

Exanorth is a private limited liability company formed under the laws of Norway on April 4, 2018. Exanorth’s registered address is Tunnsjødalsveien 178, 7892 Trones, c/o Pluss-Okonomi AS, Postboks 2583, 4678 Kristiansand S, Norway. Exanorth has an authorized share capital of NOK 10,883,100 consisting of 300 fully paid shares, each with a nominal value of NOK 36,277. Exanorth is the owner and the operator of the First Norway Property, the Norway Data Center, and the Second Norway Property.

Exanorth’s current directors and officers are as follows:

Zetanorth is company formed under the laws of Norway on October 23, 2024. Zetanorth’s registered address is Norway, it has an authorized share capital of NOK 30,000, consisting of 1,000 fully paid shares, each with a nominal value of NOK 30.

Zetanorth’s current directors and officers are as follows:

Bitzero Finland is a company formed under the laws of Finland. On January 23, 2025, Bitzero purchased all the issued and outstanding shares of Bitzero Finland from a third-party.

Bitzero Finland’s current directors and officers are as follows:

4.   GENERAL DEVELOPMENT OF THE BUSINESS

WBM does not currently have any active operations.

On September 20, 2022, WBM closed a non-brokered financing of 5,619,051 units for gross proceeds of C$561,905. Each unit is comprised of one WBM Common Share and one WBM Warrant, with each WBM Warrant entitling the holder thereof to acquire one WBM Common Share at a price of C$0.15 per WBM Common Share for a period of 36 months following the closing date.

On October 11, 2022, WBM closed a non-brokered private placement and issued an aggregate of 1,331,550 WBM Common Shares at C$0.10 per WBM Common Share for gross proceeds of C$133,155.

On June 9, 2023, WBM sold its wholly-owned subsidiary, Tiidal Gaming NZ Limited to Entain Holdings (UK) Limited for gross proceeds of C$13,250,000. In connection with closing of the transaction, WBM granted 2,500,000 restricted share units to the WBM’s CEO pursuant to the terms of his employment agreement dated effective January 3, 2022 which were immediately vested into 2,500,000 WBM Common Shares in accordance with his employment agreement and issued WBM Common Shares to Entain Holdings (UK) Limited in satisfaction of the earn out entitlements achieved pursuant to the asset purchase agreement dated December 14, 2020, as amended September 24, 2021.

On December 15, 2023, WBM completed a substantial issuer bid and purchased for cancellation 83,256,650 pre-consolidation WBM Common Shares at a price of $0.1225 per pre-consolidation WBM Common Share for an aggregate purchase price of C$10,198,940. The WBM Common Shares purchased under the substantial issuer bid represented approximately 95% of the total issued and outstanding WBM Common Shares.

On February 16, 2024, WBM issued an aggregate of 800,000 WBM Common Shares at a deemed price of C$0.05 per WBM Common as full and final payment of debt in the aggregate amount of C$40,000.

On June 5, 2024, WBM completed a continuance to the Province of British Columbia under the BCBCA from the Canada Business Corporations Act.

On June 7, 2024, WBM completed a voluntary delisting from the Exchange.

On July 10, 2024, WBM completed a private placement and raised aggregate gross proceeds of C$30,000 and issued 6,000,000 WBM Common Shares at a price of C$0.005 per WBM Common Share. Effective the same date, Tiidal Gaming Group Corp. was renamed to WBM Capital Corp.

On October 4, 2024, WBM completed a share consolidation on the basis of 6,000,000 pre-consolidation WBM Common Shares to 1 post-consolidation WBM Common Share.

On October 21, 2024, WBM incorporated four wholly-owned subsidiaries: 1507651 B.C. Ltd., 1507652 B.C. Ltd., 1507653 B.C. Ltd. and 1507655 B.C. Ltd.

On November 6, 2024, WBM incorporated three wholly-owned subsidiaries: 1510435 B.C. Ltd., 1510441 B.C. Ltd. and 1510450 B.C. Ltd.

On December 18, 2024, WBM completed a plan of arrangement whereby the sole shareholder of WBM, Triforce Ventures SA, holds all of the issued and outstanding common shares in the following former subsidiaries; 1507651 B.C. Ltd., 1507652 B.C. Ltd., 1507653 B.C. Ltd., 1507655 B.C. Ltd., 1510450 B.C. Ltd., 1510441 B.C. Ltd., and 1510435 B.C. Ltd. Each of these former subsidiaries are now an unlisted reporting issuer in the provinces of British Columbia and Alberta.

On April 2, 2025, WBM entered into a business combination agreement with Wappier Inc. pursuant to which WBM and Wappier Inc. were to complete a transaction which would result in the reverse takeover of WBM by Wappier Inc. On June 27, 2025, WBM and Wappier Inc. entered into a termination agreement, thereby ending the business combination agreement.

On July 24, 2025, WBM completed the WBM Adjustment by completing a share split of the WBM Common Shares on a basis of 250,000 post-WBM Common Shares for every one (1) pre-WBM Common Share such that the number of post-WBM Common Shares is 250,000.

On August 21, 2025, WBM entered into a non-binding Letter Agreement, setting out the terms of the Transaction. On November 18, 2025, the Letter Agreement became binding, pursuant to which, WBM acquired the issued and outstanding equity securities of Bitzero.

On November 18, 2025, WBM obtained shareholder approval through written consent of: a (i) the WBM Adjustment; (ii) the Name Change; (iii) the Rights Plan; and (iv) the Omnibus Incentive Plan via written resolution.

On August 25, 2025, WBM held a special meeting (the “WBM Meeting”) whereby shareholders approved certain corporate matters, including the adoption of new articles that create a new class of shares, being the Resulting Issuer Non-Voting Shares.

On November 19, 2025, WBM completed the WBM FinCo Debt Settlement to settle aggregate indebtedness of C$205,647.70, at a price of C$0.05 per FinCo Share in satisfaction of outstanding professional service fees, which resulted in the issuance of 4,112,954 FinCo Shares. The FinCo Shares were exchanged for Resulting Issuer Voting Shares on a 1:1 basis pursuant to the Transaction.

After the WBM Meeting, WBM completed the WBM Adjustment, Name Change, and created the new class of Resulting Issuer Non-Voting Shares and adopted the Rights Plan and the Omnibus Incentive Plan.

On March 11, 2022, Bitzero completed a private placement conducted in 2022 (the “Spring 2022 Private Placement”), pursuant to which it issued an aggregate of 111,798,813 Bitzero Shares at a price of US$0.40 per Bitzero Share for aggregate gross proceeds of US$44,719,525.20; this amount includes the 42,531,812 Bitzero Shares with a deemed value of US$0.40 per Bitzero Share for total consideration valued at US$17,012,725 that was issued to Phoenix pursuant to the Phoenix Asset Purchase Agreement. Additionally, in connection with the brokered portion of the Spring 2022 Private Placement, on March 11, 2022, Bitzero issued an additional 2,872,500 Bitzero Shares at a price of US$0.40 per Bitzero Share as consideration to certain agents that assisted with the financing.

On May 16, 2022, Bitzero added to the Spring 2022 Private Placement, pursuant to which it issued an aggregate of 8,033,750 Bitzero Shares at a price of $0.40 per Bitzero Share for aggregate gross proceeds of US$3,213,500.

From September 11, 2024, to July 31, 2025, certain private accredited investors purchased 35,515,000 Bitzero Shares at a price of US$0.20 per Bitzero Share for aggregate gross proceeds of US$7,103,000 (the “Bitzero 2024 Financing”).

From August 1, 2025 to October 14, 2025, certain private accredited investors purchased an aggregate of 4,771,750 Bitzero Shares at a price of US$0.40 per Bitzero Share for total gross proceeds of US$1,908,700, and one lead subscriber that subscribed for gross proceeds of US$1,500,000 was also issued 3,750,000 warrants, each exercisable for the purchase of one Bitzero Share at a price of US$0.40 per share for a period of 24 months (the “Bitzero 2025 Financing”).

From October 6, 2025 to October 10, 2025, certain private accredited investors purchased convertible notes (the “Bitzero Convertible Notes”) for aggregate gross proceeds of US$1,075,000 (the “Bitzero Convertible Note Financing”). The Bitzero Convertible Notes accrue interest at 15%, compounded annually and mature 36 months from the issue date. The holder of each Bitzero Convertible Note may convert the outstanding principal and accrued interest into Bitzero Shares at a conversion price of US$0.40 per Bitzero Share at any time prior to the maturity date, and each holder receives warrants to purchase Bitzero Shares equal to the principal amount divided by the conversion price, at an exercise price of US$0.50 per Bitzero Share, exercisable for two years from the issuance date, being an aggregate of 2,687,500 warrants. Additionally, the Bitzero Convertible Notes are subordinate to senior debt and may be converted or redeemed under specific conditions, including if Bitzero completes a new share issuance raising at least US$5,000,000 (excluding conversion of the Bitzero Convertible Notes and other convertible debt), or if not repaid or converted before maturity, holders may convert the outstanding amount into Bitzero Shares at the same conversion price.

On July 22, 2021, Bitzero entered into a consulting agreement with a company owned by Gregory Harley Chamandy (“Chamandy”), through which Chamandy served as Chief Executive Officer of Bitzero. Pursuant to the consulting agreement, Chamandy was entitled to receive US$1.00 per year for Chamandy’s services. The term of the agreement was 12 months and was to be automatically renewed thereafter, subject to Bitzero Board approval. On August 10, 2021, Bitzero issued 20,450,000 Bitzero Shares at a deemed price of US$0.32 per Bitzero Share pursuant to the consulting agreement with Chamandy. On February 25th, 2022, Bitzero terminated Chamandy for cause and all Bitzero Options that were granted to Chamandy were cancelled. Bitzero appointed Akbar Shamji as the replacement CEO of Bitzero effective the same date. See “Section 19 – Legal Proceedings” for details on the Chamandy Litigation.

On November 24, 2021, Joshua Lebovic was appointed as the Chief Financial Officer and Executive Vice President of Bitzero.

Effective January 26, 2022, Bitzero entered into a service agreement with First House AS (org. nr. 994575775) to assist it with the successful launch of the First Norway Property. Specifically, First House AS provided press release and communication services and stakeholder engagement and Bitzero provided First House AS NOK 200,000 per month (exclusive of VAT). The agreement ran for one year.

On February 1^st, 2022, Bitzero entered into a consulting agreement with Jon Lee to engage Mr. Lee as a consultant to Bitzero. Mr. Lee provides consulting services to assist with custody accounts and advises on Blockchain and product development for Bitzero. In exchange for services rendered, Bitzero granted Mr. Lee 1,500,000 Bitzero Options to purchase Bitzero Shares, at a deemed price of $0.05 per Bitzero Share, vesting equally over a period of three years (500,000 Bitzero Options per year). No cash consideration is provided pursuant to the agreement and its term is 36 months from the execution date, unless terminated earlier under the provisions of the contract.

Effective May 1, 2022, Bitzero entered into a consulting agreement with Adrian Gut, pursuant to which Mr. Gut provided assistance in connection with matters relating to the sale of cryptocurrencies on Bitzero’s behalf for a term of one month. In connection with the consulting agreement, Bitzero entered into a share repurchase agreement effective the same date with Adrian Gut, pursuant to which Adrian Gut transferred 5,000,000 of the 6,500,000 Bitzero Shares he owned to Bitzero in exchange for 22.07 Bitcoins.

On May 31, 2022, Bitzero entered into a consulting agreement with 1282484 B.C. Ltd. pursuant to which Jason Smart provides consulting services to Bitzero through 128484 B.C. Ltd. in areas relating to management, strategy and developing strategic relationships. As consideration for the consulting agreement, 128484 B.C. Ltd. was entitled to receive US$200,000 for services rendered. The agreement was terminated in 2024.

On August 11, 2022, Bitzero entered into an executive employment agreement with Giovanni Gaudenzi, through which Giovanni Gaudenzi is employed as Bitzero’s Chief Financial Analyst (the “Gaudenzi Employment Agreement”). Among other responsibilities, pursuant to the Gaudenzi Employment Agreement, Giovanni assists in financial planning and strategy development, conducing financial modeling and risk assessment, and analyzing financial data and market conditions for Bitzero and its subsidiaries. Giovanni receives US$360,000 per year and was granted 3,000,000 Bitzero restricted share units. For further information, see “Section 14 – Executive Compensation.”

On September 28, 2022, Mohammed was appointed as Bitzero’s Chief Strategy Officer.

On September 30, 2022, Bitzero and Joshua Lebovic entered into a mutual resignation and release agreement, under which Joshua Lebovic resigned as an officer of Bitzero.

On September 18, 2023, Akbar Shamji resigned as CEO and Bitzero appointed Carl Agren as interim CEO who then resigned effective June 1, 2024.

On January 2, 2024, Aadnevik Invest entered into a consulting agreement with Exanorth (the “Aadnevik Consulting Agreement”). Pursuant to the Aadnevik Consulting Agreement, Mr. Aadnevik, through Aadnevik Invest shall be compensated for services rendered as CEO of Exanorth with a monthly fee of US$25,000, exclusive of VAT per month. Aadnevik Invest is to oversee Exanorth’s business activities in Norway, focusing on regulatory compliance, handle reservation of grid capacity and procurement negotiations with suppliers, supervise regulatory compliance, including property acquisitions and licensing processes, and coordinate electrical and mechanical infrastructure development, among other responsibilities.

On February 17, 2024, Bitzero entered into a master services agreement with Native Ads Inc., a Delaware corporation based in New York. Pursuant to the master services agreement, Native Ads Inc. provides Bitzero with strategic digital media services, marketing and data analytics services, along with one or more specific work orders as set out in the agreement. The contract began in Q1 2025 with a total campaign budget of US$225,000.

On March 21, 2024, Bitzero entered into a services agreement with K&P CPAs, Professional Corporation in connection with the provision of CFO, investor relations, finance, and accounting support (the “K&P Services Agreement”). Pursuant to the K&P Services Agreement, Bitzero shall pay K&P CPAs, Professional Corporation C$12,750 per month as compensation, K&P CPAs, Professional Corporation is entitled to compensation if a change of control occurs, and after twelve months from the effective date, K&P CPAs, Professional Corporation may increase the monthly fee by providing sixty days prior written notice.

On December 11, 2024, Bitzero entered into a content and online marketing agreement with Maximus Strategic Consulting Inc., whereby Maximus Strategic Consulting Inc. provides services including the production, editing, and distribution of a corporate video featuring Bitzero’s CEO and Chairman, as well as the dissemination of Bitzero’s news releases via PinnacleDigest’s weekly email newsletter. The agreement covers a four-month term from January 15, 2024 to May 15, 2025. As consideration, Bitzero paid Maximus two installments of C$75,000.

On December 11, 2024, Bitzero entered into an advisory agreement with Aldo Bernardi whereby Mr. Bernardi is to advise management of Bitzero in North America, including periodic consultation with, and advice to, management with respect to Bitzero’s development of in North America. As consideration for the advisory services provided, Mr. Bernardi received 250,000 Bitzero Shares from Bitzero at a deemed price of US$0.20 per Bitzero Share. The agreement expires on December 11, 2025, and Bitzero may terminate the agreement without prior notice if Mr. Bernardi does not perform the advisory services as intended.

On February 20, 2025, Bitzero entered into an advisory agreement with Mohammed Aref Muhawesh, whereby Mr. Muhawesh is to advise management of Bitzero in North America, including periodic consultation with, and advice to, management with respect to Bitzero’s development of markets in Saudi Arabia and the Gulf region. As consideration for the advisory services provided, Mr. Muhawesh received 500,000 Bitzero Shares from Bitzero at a deemed price of US$0.20 per Bitzero Share. The agreement expires on February 20, 2026, and Bitzero may terminate the advisory agreement without prior notice if Mr. Muhawesh does not perform the advisory services as intended.

On August 10, 2021, Bitzero entered into a loan agreement with Life Partners Capital (Cayman) Inc., a company controlled by Chamandy, through which Bitzero borrowed the principal amount of US$1,000,000 from Life Partners Capital Cayment (Inc.), bearing no interest prior to the maturity date (the “Chamandy Loan”). The Chamandy Loan was due upon the earliest occurrence of the following events: (i) Bitzero receiving gross funds from investors participating in a first round of financing that was anticipated to occur in August 21, 2021, totaling US$10,000,000 or more, (ii) Bitzero having a market capitalization on a recognized public Canadian stock exchange of at least US$50,000,000, or (iii) Chamandy ceasing to be the chief executive officer and chairman of Bitzero, for reasons other than his voluntary resignation. As and from the maturity date of the Chamandy Loan, any outstanding balance of the loan bears interest at an annual rate of 15% per annum, compounded semiannually. After the maturity date, Bitzero could elect to convert the amount of the loan in whole or in part into Bitzero Shares at a price of US$0.40 per Bitzero Share.

On August 28, 2024, Exanorth entered into a settlement agreement with K33 Markets As, org. nr. 919 578 998 (“K33 Markets”) and Arcane (the “Exanorth-Arcane Settlement Agreement”). Pursuant to the Exanorth-Arcane Settlement Agreement, Arcane settled outstanding debt of NOK 3 278 899,91 (inclusive of VAT) that it owed to Exanorth under the Exanorth-Arcane Agreement, in accordance with the following material terms:

On August 28, 2024, Exanorth entered into a trading cost credit agreement with K33 Markets (the “K33 Markets TCA”) whereby K33 Markets issues to Exanorth a credit in the amount of NOK 1,343,165.18 for use towards trading margins on the K33 Markets trading platform, markets.k33.com. Pursuant to the K33 Markets TCA, the credit allows Exanorth to conduct trades on the K33 Markets trading platform at cost, with zero margin accruing to K33 Markets. The K33 Markets TCA is valid up until the earlier of: (i) December 31^st, 2025; or (ii) the complete depletion of the credit issued.

On June 27, 2025, Bitzero and its subsidiaries entered into a secured loan and guarantee agreement (the “JGB Loan Agreement”) with the following arm’s length third parties: JGB Capital, LP, JGB Partners, LP, and Deepdale Investors, LLC, as lenders, and JGB Collateral LLC, as administrative agent and collateral agent for the lenders. Pursuant to the terms of the JGB Loan Agreement, Bitzero and its subsidiaries will receive an initial term loan in the principal amount of US$17,510,000 (subject to a US$510,000 original issue discount) (the “JGB First Draw”), as well as access to a delayed draw term loan facility of up to US$8,240,000 (subject to a US$240,000 original issue discount), each secured by collateral and guaranteed by Bitzero’s subsidiaries, subject to lender approval. The loans mature on June 27, 2028, and principal amortization payments commence six months after closing, with adjustments if the delayed draw facility is utilized. The outstanding principal amount under the JGB Loan Agreement accrues interest at the applicable rate, which is the greater of (i) 14% per annum (the “Floor”) and (ii) a fluctuating per annum interest rate equal to the Term SOFR, or its replacement benchmark, plus 11%. Consequently, the interest rate on the loan may fluctuate over time according to changes in the benchmark rate but will never be less than the Floor. Interest is calculated on a 360-day year and is payable monthly in arrears. Interest payments will be approximately US$315,000 per month. The JGB Loan Agreement includes financial covenants requiring minimum levels of cash and revenue, and includes fallback provisions for the benchmark rate, administrative rights to make conforming changes, and other customary representations, warranties, and covenants. The JGB Loan Agreement contains customary provisions surrounding default, including payment default, breach of covenants, material adverse change to the business, insolvency, and misrepresentation, amongst others. Upon the occurrence of an event of default under the JGB Loan Agreement, the lenders have rights to exercise remedies under the agreement, which include acceleration of all amounts owing and enforcement of security. The JGB Loan Agreement allows for a 15 day cure period for certain defaults, which may be extended by another 15 days if cure is diligently pursued.

Bitzero and its subsidiaries shall use the proceeds of the loans governed by the JGB Loan Agreement for working capital and general corporate purposes, including the purchase of additional Bitcoin miners. As consideration for entering into the JGB Loan Agreement, Bitzero issued to the lenders warrants to purchase 4% of the issued and outstanding Bitzero Shares (on a fully diluted basis), being 19,559,862 warrants, at a purchase price of US$0.01 per Bitzero Share as of June 27, 2025, subject to certain terms and conditions for a period of 5 years following the completion of the Transaction (the “JGB First Warrants”). Specifically, if Bitzero issues or sells any Bitzero Shares, convertible securities or Bitzero Options after June 27, 2025 (the “JGB First Ratchet Issuance”), then the number of Bitzero Shares issuable upon the exercise of the JGB First Warrants shall be increased such that after giving effect to the JGB Ratchet Issuance, the holder’s ownership on a fully-diluted basis shall not be less than 4% of Bitzero Shares, provided such JGB Ratchet Issuance occurs at a price per share less than the fair market value on June 27, 2025 and excluding issuances under Bitzero’s equity incentive plans or strategic transactions approved by its board of directors.

The loans mature on June 27, 2028, and principal amortization payments of US$350,000 per month on the JGB First Draw commence six months after closing of the JGB First Draw, with adjustments if the delayed draw facility is utilized. The outstanding principal amount under the JGB Loan Agreement accrues interest at the applicable rate, which is the greater of (i) 14% per annum (the “Floor”) and (ii) a fluctuating per annum interest rate equal to the Term SOFR, or its replacement benchmark, plus 11%. Consequently, the interest rate on the loan may fluctuate over time according to changes in the benchmark rate but will never be less than the Floor. Interest is calculated on a 360-day year and is payable monthly in arrears. The JGB Loan Agreement includes financial covenants requiring minimum levels of cash and revenue, and includes fallback provisions for the benchmark rate, administrative rights to make conforming changes, and other customary representations, warranties, and covenants.

On October 20, 2025, Bitzero, Bitzero’s subsidiaries, and WBM entered into a Joinder, Delayed Draw Advance and Second Amendment to Loan and Guaranty Agreement (“JGB Second Draw Agreement”) with JGB Capital, LP, JGB Partners, LP, and Deepdale Investors, LLC, as lenders, and JGB Collateral LLC, as administrative agent and collateral agent for the lenders, which amended the JGB Loan Agreement.

Pursuant to the terms of the JGB Second Draw Agreement, the lenders agreed to provide a delayed draw advance in the aggregate principal amount of US$8,245,000 (inclusive of a US$245,000 original issue discount, resulting in US$8,000,000 of actual availability) (the “JGB Second Draw”), to be funded within two business days following the date of the JGB Second Draw Agreement, and which were deposited in escrow pending completion of the Transaction and were therefore released on the Effective Date. The delayed draw advance was subject to certain conditions precedent, including amendments to Norwegian security documents and related registrations, which have been satisfied. Monthly principal amortization payments will increase to US$515,000, commencing with the first payment date after the JGB Second Draw Agreement, which is six months following the date of the JGB Second Draw Agreement, and may be reduced proportionally in the event of conversion of any portion of the JGB Second Draw and a US$2,000,000 portion of the JGB First Draw (the “JGB First Draw Conversion Amount”). The JGB Second Draw Agreement also provides for voluntary conversion rights, allowing each lender, at its option, to convert the outstanding principal and accrued interest of the JGB Second Draw and the JGB First Draw Conversion Amount into Bitzero Shares at a conversion price of US$0.40 per share, subject to adjustment and beneficial ownership limitations. As consideration for entering into the JGB Loan Agreement, Bitzero issued to the lenders warrants to purchase 1% of the issued and outstanding Resulting Issuer Shares (on a fully diluted basis and as calculated as of the Effective Time), being 5,974,930 warrants, at a purchase price of US$0.01 per Bitzero Share as of October 20, 2025 for a period of five years following the completion of the Transaction, subject to certain terms and conditions (the “JGB Second Warrants”). If Bitzero issues or sells any Bitzero Shares or convertible securities after October 20, 2025 (the “JGB Second Ratchet Issuance”), then the number of Bitzero Shares issuable upon the exercise of the JGB Second Warrants shall be increased such that after giving effect to the JGB Second Ratchet Issuance, the holder’s ownership on a fully-diluted basis shall not be less than 1% of the Bitzero Shares, provided such JGB Second Ratchet Issuance occurs at a price per share less than the fair market value on October 20, 2025 and excluding issuances under Bitzero’s equity incentive plans or strategic transactions approved by its board of directors.

After implementing the Transaction, there are 2,553,479 JGB Warrants outstanding, each warrant entitles the holder thereof to purchase one Resulting Issuer Voting Share at a price of US$0.10 per Resulting Issuer Voting Share. Bitzero agreed to issue the JGB Warrants as an inducement to provide the credit facilities described above to Bitzero. The parties had initially proposed granting JGB a number of Bitzero Shares equal to the Bitzero Shares underlying the JGB Warrants; however, JGB determined that it was preferable for its own tax planning purposes for it to receive warrants with a nominal exercise price rather than shares. Additionally, the JGB Second Draw and the JGB First Draw Conversion Amount carry a principal amount of US$10,245,000 and may be converted into Resulting Issuer Voting Shares a conversion price of US$4.00 per Resulting Issuer Voting Share for a period of 5 years. This is equivalent to 2,561,250 Resulting Issuer Voting Shares.

On April 4, 2022, as amended on May 13, 2022, Bitzero and OKAG entered into a letter of intent, in respect of an investment by OKAG or its nominee of US$11,000,000 in Bitzero for consideration of 27,500,000 Bitzero Shares at a price of US$0.40 per Bitzero Share (the “OKAG Investment”) and the transfer by certain shareholders of Bitzero of 9,166,667 Bitzero Shares to OKAG or its nominee for nominal consideration. Simultaneously, Bitzero and OKAG entered into various agreements, as described below.

On May 16, 2022, Bitzero issued an aggregate of 27,500,000 Bitzero Shares at a price of $0.40 per Bitzero Share for aggregate gross proceeds of US$11,000,000 to OKAG, in connection with the OKAG Investment. Furthermore, each of: (i) Akbar Shamji transferred 3,055,556 Bitzero Shares to OKAG; (ii) Fairfax Capital B.V. transferred 3,055,556 Bitzero Shares to OKAG; (iii) and Mohammed Bakhashwain transferred 3,055,556 Bitzero Shares to OKAG for nominal consideration.

On May 16, 2022, OKAG, Akbar Shamji, Mohammed Bakhashwain, and MNA Alliance AG, a company controlled by Mohammed Bakhashwain (MNA Alliance AG, together with Akbar Shamji and Mohammed Bakhashwain are the “Key Bitzero Shareholders”) entered into a letter agreement (the “OKAG Letter Agreement”).

The OKAG Letter Agreement contains, inter alia, tag-along rights, restrictive covenants and other rights in the event of the dissolution of Bitzero. The tag-along right describes certain situations involving a private sale by Key Bitzero Shareholders. The restrictive covenants describe certain situations that might affect the transfer of the Bitzero Shares owned by the Key Bitzero Shareholders and the dividends on these shares for a certain period of time. Finally, the OKAG Letter Agreement contains certain provisions relating to the liquidation proceeds received by the Key Bitzero Shareholders.

On May 16, 2022, the Key Bitzero Shareholders and OKAG entered into a voting agreement (the “OKAG Voting Agreement”) under which OKAG agrees to vote its Bitzero Shares or any shares of a successor corporation following a going public transaction, in the manner recommended by the Key Bitzero Shareholders under certain terms and conditions.

On May 16, 2022, OKAG and Bitzero entered into a pre-emptive rights agreement (the “OKAG Pre-Emptive Rights Agreement”), under which OKAG has certain pre-emptive rights in respect of the issuance of securities of Bitzero. Specifically, Bitzero cannot issue or agree to issue new Bitzero Shares or convertible securities exchangeable for Bitzero Shares to any person for: (i) cash, (ii) crypto mining equipment, or (iii) other assets, if such other assets are being transferred to Bitzero as in-kind consideration for Bitzero Shares and are transferred as part of a larger financing completed by Bitzero, unless Bitzero first offers OKAG or its nominee the opportunity to purchase a proportional amount of those securities. The proportion is based on OKAG’s shareholdings at the time of the offer, capped at 36,666,667 Bitzero Shares for calculation purposes. These pre-emptive rights do not apply to any distributions in the following circumstances:

The OKAG Pre-Emptive Rights Agreement automatically terminates, without any further action of the parties on the date that is the later of (i) 24 months after the effective date of the OKAG Pre-Emptive Rights Agreement and (ii) the date on which OKAG or its nominees holds less than 3% of the Bitzero Shares.

On May 16, 2022, Bitzero, OKAG, Akbar Shamji, and Mohammed Bakhashwain entered into an investor rights agreement (the “OKAG Investor Rights Agreement”). Pursuant to the OKAG Investor Rights Agreement, and subject to certain conditions being met, OKAG may be entitled to designate one (1) nominee to serve as a director on the Bitzero Board; and one nominee entitled to receive notice of and to attend and observe meetings of the Bitzero Board and Bitzero audit committee.

On February 2, 2022, as amended on February 9, 2022, Bitzero completed an arm’s length transaction and entered into an asset purchase agreement (the “Phoenix Asset Purchase Agreement”) with Phoenix. Phoenix sold cryptocurrency mining machines to Bitzero, specifically, it sold “Bitmain ASIC miners” to Bitzero. Pursuant to the terms of the Phoenix Asset Purchase Agreement, Bitzero acquired 2,939 miners with a total computing power of 288,450 terra Hash per second (TH/s) at an average price of $100/TH. As consideration, Bitzero paid Phoenix an aggregate purchase price equal to 72,377,813 Bitzero Shares, issued at US$0.40 per Bitzero Share. Pursuant to the Phoenix Commitment Letter (as described below), some of Phoenix Bitzero Shares were exchanged for Bitzero Non-Voting Shares. The Phoenix Asset Purchase Agreement provides for certain first refusal, pre-emptive and nomination rights. The right of first refusal deals with rights to acquire and sell mining machines. The pre-emptive right provides certain rights to Phoenix in the event of the issuance of securities by Bitzero in certain circumstances. Phoenix may have nomination rights on Bitzero Board in certain circumstances.

On October 30, 2024, Phoenix entered into a commitment letter with Bitzero to conduct a share exchange (the “Phoenix Commitment Letter”). Pursuant to the Phoenix Commitment Letter, Phoenix agreed that immediately before the consummation of the Transaction pursuant to the Letter Agreement, it shall exchange (the “Phoenix Share Exchange”) a certain number of its Bitzero Shares for (i) Bitzero Non-Voting Shares and (ii) Resulting Issuer Non-Voting Shares. Pursuant to the Phoenix Commitment Letter, Phoenix shall complete the Phoenix Share Exchange, such that the following occur: Phoenix shall receive, in respect of its Bitzero Shares, a number of Resulting Issuer Voting Shares equal to the number of Resulting Issuer Voting Shares that Phoenix would have received under the Transaction had the Phoenix Share Exchange not occurred (the “Phoenix Default Share Total”), provided that the number of Resulting Issuer Voting Shares so received shall not exceed 9.99% of the issued and outstanding Resulting Issuer Voting Shares, as constituted immediately following the Transaction (the number of Resulting Issuer Voting Shares so received, the “Phoenix Common Share Total”); and (ii) secondly, Phoenix shall receive, in respect of its Bitzero Non-Voting Shares, a number of Resulting Issuer Non-Voting Shares equal to the difference between the Phoenix Default Share Total and the Phoenix Common Share Total. The total number of Resulting Issuer Voting Shares and Resulting Issuer Non-Voting Shares that Phoenix will hold after the Transaction is outlined in “Section 12 – Principal Securityholders.”

On October 30, 2025, Bitzero entered into a sales and purchase agreement (the “FAR Transformer Sales Agreement”) with FAR Holdings Bermuda Ltd. (“FAR”), an arm’s length third party. FAR agreed to supply Bitzero with electrical equipment for data center expansion, specifically, two new 60 megavolt-ampere phase station class power transformers and thirty-one 3,600 kilovolt-ampere phase distributor transformers. Pursuant to the terms of the FAR Transformer Sales Agreement, Bitzero will acquire the equipment for an aggregate purchase price of US$5,965,980, consisting of US$3,111,990 in cash and US$2,853,990 by way of a convertible note issued to FAR (the “FAR Convertible Note”). Bitzero will make payments in two tranches: i) US$428,098.50 to FAR upon closing; and (ii) US$2,683,891.50 of the cash consideration to FAR within five calendar days of the test and inspection report provided by the Equipment Manufacturer in compliance with the process described in the FAR Transformer Sales Agreement. The FAR Convertible Note will also be terminated if Bitzero has fully complied with its obligations under the FAR Transformer Sales Agreement and the following conditions have been satisfied (i) JY Transformer Co. Ltd (the “Equipment Manufacturer”) has successfully completed the inspection and testing process described in the FAR Transformer Sales Agreement for all of the equipment, (ii) a certificate by an independent international surveying company has been issued and accepted by Bitzero and (iii) the equipment has been made available for pickup at the Equipment Manufacturer’s premises in accordance with the ex works delivery term (collectively, the “FAR Conditions”) by April 22, 2026. The FAR Transformer Sales Agreement provides for delivery on an ex works basis at the manufacturer’s premises, with production completed within approximately 90 days of final drawing approval. The equipment is warranted for 36 months from installation, and the Equipment Manufacturer will provide technical support and spare parts for ten years from commissioning.

On October 30, 2025, Bitzero issued the FAR Convertible Note to FAR, as partial consideration under the FAR Transformer Sales Agreement. The FAR Convertible Note was issued in the principal amount of US$2,853,990, accrues interest at 10% per annum (12% upon default), and matures 18 months from the issue date. The holder may convert the outstanding principal and accrued interest into Bitzero Shares at a conversion price of US$0.40 per share at any time prior to maturity, subject to customary conversion mechanics and anti-dilution protections. All rights granted to FAR pursuant to the FAR Convertible Note are conditional upon the FAR Conditions being satisfied, including FAR’s right to convert the FAR Convertible Note into Bitzero Shares or to redeem the FAR Convertible Note, and the FAR Convertible Note shall be deemed null and void if the FAR Conditions have not been satisfied by April 22, 2026. The FAR Convertible Note is subordinate to senior debt.

On May 26, 2021, as amended on June 7, 2021, and June 11, 2021, Exakraft, Exanorth, and a third-party company, XBit, entered into a master agreement (the “Exanorth Master Agreement”). Pursuant to the Exanorth Master Agreement, Exanorth, being the owner of and having title to the First Norway Property agreed to lease the First Norway Property to XBit, so XBit could establish a data center thereon. The material terms of the Exanorth Master Agreement are as follows:

On June 17, 2021, XBit, Bitzero, Exanorth, and Exakraft entered into a declaration of transport, whereby the parties agreed to a transfer of XBit’s position, including all rights and obligations, under the Exanorth Master Agreement to Bitzero (the “First Norway Property Declaration of Transport”). Consequently, by execution of the First Norway Property Declaration of Transport, the parties to the Exanorth Master Agreement were Bitzero, Exanorth, and Exakraft.

On August 6, 2021, an addendum to the Exanorth Master Agreement was entered into between Bitzero, Exanorth, and Exakraft. The material terms of the addendum are as follows:

On October 22, 2021, Bitzero and Exakraft entered into a share purchase agreement, as amended on November 10, 2021, January 14, 2022, January 31, 2022, February 10, 2022, and March 1, 2022 (together, the “Exanorth SPA”) through which Bitzero exercised the Exanorth Option. Pursuant to the Exanorth SPA, Bitzero exercised the Exanorth Option as set out in the Exanorth Master Agreement and purchased 66% of the Exanorth Shares held by Exakraft on October 21, 2021. As consideration, Bitzero: (i) issued 5,000,000 Bitzero Shares; and (ii) was to pay €1,188,000 (excluding VAT) by December 15, 2021 (the “Exanorth Deferred Consideration”). Under the Exanorth SPA, if the Exanorth Deferred Consideration was not paid by December 15, 2021, the Exanorth Deferred Consideration was to incur an interest rate in accordance with the Norwegian Interest on Late Payment Act. Additionally, pursuant to the Exanorth SPA, Bitzero was granted the ability to acquire the remaining 34% of Exanorth Shares from Exakraft (the “Second Exanorth Option”). The consideration for the Second Exanorth Option was:

(collectively, the “Second Exanorth Option Consideration”).

On June 10, 2022, in connection with the Exanorth SPA and Exanorth Master Agreement, Bitzero entered into a side letter with Exakraft. Pursuant to the side letter, Bitzero purchased the remaining Exanorth Shares from Exakraft. Bitzero and Exakraft agreed that upon Bitzero transferring €2,400,000 to Exakraft, the following payments to Exakraft were considered settled:

On June 17, 2024, Exanorth entered into a settlement agreement with Exakraft (the “Exanorth-Exakraft Settlement Agreement”) pursuant to which Exanorth settled outstanding debt of NOK 4,360,895 owing to Exakraft under the Exanorth Master Agreement. The debt related to overage fees for energy consumed. Pursuant to the Exanorth-Exakraft Settlement Agreement, the parties agreed as follows:

On August 28, 2024, Exakraft, Exanorth, and Klimacloud entered into the Klimacloud SPA. Pursuant to the Klimacloud SPA, Exakraft agreed to sell Klimacloud to Exanorth for consideration of NOK 2,000,000 and the 1,000,000 Bitzero Shares acquired pursuant to the Exanorth-Exakraft Settlement Agreement. As of the date hereof, the 1,000,000 Bitzero Shares have been transferred to Exakraft and NOK 300,000 has been paid to Exakraft. Upon Exanorth paying the balance of NOK 1,700,000 to Exakraft, the shares of Klimacloud will be transferred to Exanorth.

On January 12, 2024, Aadnevik Invest entered into an option and lease agreement with Liv Tømmermo-Reitan, a Norwegian company that owns the Second Norway Property (the “Second Norway Property Option and Lease Agreement”). The material terms of the Second Norway Property Option and Lease Agreement are as follows:

On July 12, 2024, Aadnevik Invest transferred all of its interests, rights, and obligations under the Second Norway Property Option and Lease Agreement to Exanorth (the “Second Norway Property LTA”).

On July 18, 2022, ND I, LLC and Cavalier County Job Development Authority entered into a purchase and sale agreement (the “North Dakota Property Purchase Agreement”). Pursuant to the North Dakota Property Agreement, ND I, LLC purchased North Dakota Property from Cavalier County Job Development Authority, as well as:

(collectively, the “North Dakota Property Ancillaries”).

As consideration for the purchase of the North Dakota Property and the North Dakota Property Ancillaries, ND I, LLC paid Cavalier County Job Development Authority a purchase price of US$250,000.

On July 18, 2022, in connection with the North Dakota Property Purchase Agreement, ND I, LLC and Cavalier County Job Development Authority entered into a limited option agreement (the “ND I, Limited Option Agreement”), pursuant to which ND I, LLC grants Cavalier County Job Development Authority a limited, exclusive option to purchase the North Dakota Property including the North Dakota Property Ancillaries (the “North Dakota Property Option”). The ND I, Limited Option Agreement provides that in the event that ND I, LLC fails to construct a 10MW data center on the North Dakota Property by July 1, 2027, Cavalier Country Job Development Authority shall have the right to purchase the North Dakota Property including the North Dakota Ancillaries from ND I, LLC. In the event that ND I, LLC constructs the data center on the North Dakota Property before July 1, 2027, the North Dakota Property Option shall automatically terminate. In the event that ND I, LLC fails to develop the North Dakota Property in the manner stipulated under the ND I, LLC Option Agreement, the term of the North Dakota Property Option shall commence on July 2, 2027, and automatically terminate on October 1, 2027.

On December 29, 2022, ND I, LLC and Cavalier County Job Development Authority entered into a memorandum of right of first refusal (the “ND I, ROFR”) under which ND I, LLC has granted Cavalier County Job Development Authority the right of first refusal to purchase the North Dakota Property. The ND I, ROFR expires on October 31, 2027.

On September 12, 2022, ND I, LLC entered into a lease agreement with 1026 NP Avenue Master Tenant LLC, a North Dakota limited liability company. Pursuant to the lease agreement, ND I, LLC leased 2,156 square feet of a building owned by 1026 NP Avenue Master Tenant LLC and ND I, LLC was to use the premises as its office, paying annual base rent of US$42,720.00. The term of the lease was 60 months. ND I, LLC and 1026 NP Avenue Master Tenant LLC are in the process of terminating the agreement. On November 8, 2024, ND I, LLC and 1026 NP Avenue Master Tenant LLC terminated the lease agreement by entering into a settlement agreement. ND I, LLC paid 1026 NP Avenue Master Tenant LLC US$33,000 and will make an additional payment of US$42,000 by no later than January 31, 2025.

On August 1, 2024, Bitzero, ND I, LLC, entered into an agency agreement with Cushman & Wakefield U.S., Inc. (the “C&W Agency Agreement”). Pursuant to the C&W Agency Agreement, Cushman & Wakefield U.S. Inc., is granted the exclusive right to sell, lease or negotiate the real global real estate for the North Dakota Property. Specifically, Cushman & Wakefield U.S. Inc. will use its best efforts to obtain a satisfactory developer partner, lessee, or purchaser for the North Dakota Property on terms that are acceptable to Bitzero and ND I, LLC. The C&W Agency Agreement expires on January 31, 2025, and if during the term of the agreement, Bitzero or ND I, LLC leases or negotiates a developer partnership agreement in any interest in the North Dakota Property, they will pay Cushman & Wakefield U.S., Inc. a commission as set out in the C&W Agency Agreement.

On May 14, 2025, ACCT, Inc. filed a lawsuit in Cavalier County District Court, North Dakota (Case No. 10-2025-CV-00024) against ND I, LLC, seeking to enforce a construction lien and recover payment for asbestos removal and restoration work performed on the Nekoma Pyramid. The amount claimed by ACCT, Inc. is US$131,544.91, based on invoices dated December 5, 2022. Prior to filing the lawsuit, ACCT, Inc. issued a notice of intent to lien on December 3, 2024, recorded a construction lien on February 6, 2025, and served a notice of intent to enforce the lien on April 15, 2025. On October 29, 2025, ACCT, Inc. and ND I, LLC entered into a mutual release and settlement of claims, pursuant to which the parties settled the dispute in consideration for the payment by ND I, LLC of US$110,000 to ACCT, Inc., which amount has been paid as of the date hereof.

On January 23, 2025, Bitzero entered into a share purchase agreement with a third party to purchase all of the issued and outstanding shares of Bitzero Finland. As consideration, Bitzero paid €2,000 and Bitzero Finland became a wholly-owned subsidiary of Bitzero.

On February 10, 2025, Bitzero Finland entered into three agreements with the city of Kokemäki, Finland being: (i) a preliminary agreement on purchase of certain real estate (the “Finland Preliminary Agreement”); (ii) a real estate purchase agreement (the “Finland Real Estate Purchase Agreement”); and (iii) an agreement on the reservation and option to buy real estates (the “Finland Option Agreement”, together with the Finland Preliminary Agreement and the Finland Real Estate Purchase Agreement the “Finland Property Agreements”). Pursuant to the Finland Property Agreements, Bitzero Finland has paid aggregate consideration of €746,200 to the city of Kokemäki, Finland, to date.

Pursuant to the Finland Preliminary Agreement, the city of Kokemäki, Finland must sell certain real estate to Bitzero Finland if certain conditions precedent are met. There are two pieces of real estate contemplated under the Finland Preliminary Agreement: (i) a building plot located in Kokemäki, Finland having a total area of 54,000m² (inclusive of the build plot and unseparated piece of land) (“Finland Real Estate I”); and (ii)  an unseparated piece of land having a total area of 73,000m² (“Finland Real Estate III”). A summary of the terms pertaining to Finland Real Estate I and Finland Real Estate III are set out below:

Finland Real Estate I

Finland Real Estate III

Pursuant to the Finland Real Estate Purchase Agreement, Bitzero Finland purchased the Finland Real Estate II for aggregate consideration of €570,000. Bitzero Finland has an obligation to build pursuant to the Finland Real Estate Purchase Agreement; it must (i) procure an aggregate power supply of not less than 40MW at Finland Real Estate II; and (ii) build and install a data center on Finland Real Estate II with the aggregate installed power consumption of not less than 40MW within two years after a power supply of 40MW has become available on Finland Real Estate II. Additionally, Bitzero Finland shall not sell the or otherwise transfer the Finland Real Estate II until the building obligations described above are fulfilled.

Pursuant to the Finland Option Agreement, Bitzero Finland paid a reservation fee of €100,000 to reserve a land area of 700,000m² and was granted an option to purchase the reserved area through written notice to the city of Kokemäki, Finland. If Bitzero Finland chooses to exercise the option, it shall purchase the reserved area for €6/ m.² Once the option is exercised, Bitzero Finland must fulfil a number of obligations including but not limited to procuring an aggregate power supply of 500MW-1000MW at the reserved area and building and installing a data center with the aggregate installed power consumption of 500MW-1000MW.

On May 26, 2022, Bitzero and Luxor entered into a services agreement (the “Luxor Services Agreement”) pursuant to which Bitzero engaged Luxor to set up a Mining Pool (the “Luxor Mining Pool”) and provide maintenance of the Luxor Mining Pool on a cloud host that Luxor and Bitzero have access to. Pursuant to the Luxor Services Agreement, Luxor also shall provide maintenance of the software underlying the Luxor Mining Pool, that has the specifications of a commercially standard cryptocurrency Mining Pool (the “Luxor Software”), which is licensed by Luxor to Bitzero. The Luxor Software includes any other software intentionally delivered to Bitzero, such as any updates delivered pursuant to maintenance and support services and/or hosting services provided by Luxor. Luxor and Bitzero both understand that nothing in the Luxor Services Agreement creates any responsibility on Luxor to manage any Bitzero cryptocurrency wallets, which are the sole responsibility of Bitzero. For clarity, the parties agreed that all cryptocurrencies created by the Luxor Software are the property of Bitzero and its customers and any cryptocurrency related to Luxor wallets are Luxor’s responsibility.

The material terms of the Luxor Services Agreement are as follows:

On February 28, 2024, Bitzero and Luxor entered into a developer fee addendum agreement, which provides for updates to the terms of the end use license agreement that governs Bitzero’s use of Luxor’s software. Under the agreement, Bitzero pays Luxor a fee equal to 2.80% of the Hashrate which is taken directly from ASICs connected to the Luxor Operating System. For clarity, this means that Luxor is entitled to use 2.80% of the Hashrate generated by Bitzero. The term of the agreement is one year, and the agreement shall automatically renew thereafter unless Bitzero provides a notice of non-renewal 60 days prior to the expiration.

Previous Agreements with Sowrer

On September 16, 2022, as amended on March 14, 2023, Exanorth and Sowrer entered into a hosting and maintenance services agreement, (the “Sowrer Hosting and Maintenance Services Agreement”). Pursuant to the Sowrer Hosting and Maintenance Services Agreement, Sowrer engaged Exanorth to host its digital asset mining equipment, and Exanorth provides the deployment, hosting and maintenance services. The Hosting and Maintenance Services Agreement was fixed for a term of 32 months, extendable to 34 months under certain conditions and is to be automatically terminated if Exanorth exercised its option to purchase the Sowrer Equipment pursuant to the Sowrer Option Agreement.

On September 16, 2022, as amended on March 14, 2023, Exanorth and Sowrer entered into a lease agreement whereby the certain equipment owned by Sowrer was leased to Exanorth for use at the Norway Data Center (the “Sowrer Equipment Lease”). The equipment leased by Sowrer pursuant to the Sowrer Equipment Lease includes: (i) 15 containers consisting of goldingen containers, 312 miners capacity, access control, fire alarms, and CCTV; (ii) 6 high voltage housing transformers; and (iii) 6 high voltage transformers (collectively, the “Sowrer Equipment”). The material terms of the Sowrer Equipment Lease were as follows:

On September 16, 2022, with an effective date of November 1, 2022, as amended on March 14, 2023, Exanorth and Sowrer entered into a call option agreement (the “Sowrer Option Agreement”). Under the Sowrer Option Agreement, Exanorth has an option to buy the Sowrer Equipment, by providing Sowrer with written notice. The option can be exercised during the term of the Sowrer Equipment Lease.

The Sowrer Hosting and Maintenance Services Agreement, Sowrer Equipment Lease, and Sowrer Option Agreement have been replaced by the Sowrer LTGA, as disclosed under “New Sowrer – Exanorth Agreements” below.

Agreements with Arcane

On June 10, 2022, Exanorth entered into a hosting agreement with Arcane (the “Exanorth-Arcane Agreement”), under which Exanorth arranges space and other equipment necessary to operate computers and related hardware for cloud computing at the Norway Data Center (the “Arcane Servers”). The Exanorth-Arcane Agreement will remain in effect until terminated. The parties may terminate the Exanorth-Arcane Agreement with 90 days written notice to the other party after the initial 12-month period. The Exanorth-Arcane Agreement is still in effect, but the Arcane Servers were taken over by Sowrer pursuant to the Sowrer LTGA; see below under “New Sowrer-Exanorth Agreement.”

New Sowrer – Exanorth Agreements

On April 13, 2024, Sowrer and Exanorth entered into three new agreements which replace the Sowrer Hosting and Maintenance Services Agreement, Sowrer Equipment Lease, Sowrer Option Agreement, and G75 Management Agreement (collectively, the “Original Exanorth Hosting Agreements”).

On April 13, 2024, Sowrer and Exanorth entered into a lease transfer and governance agreement (the “Sowrer LTGA”). Pursuant to the Sowrer LTGA, Sowrer assumed such rights, contracts and/or assets to (i) acquire power access rights and secure connection to 17MW of the Norway Data Center (the “Sowrer Leased Area”); (ii) continue to own and directly operate the Sowrer Equipment in a separate area of the Norway Data Center; (iii) a 15-year lease for a 17MW plot in the Norway Data Center; (iv) continue to benefit from the Energy Provider Power Agreement; and (v) replace Arcane in the Exanorth-Arcane Agreement. As consideration for termination of the Original Exanorth Hosting Agreements and for entering into the Sowrer LTGA, Sowrer Lease, and the Sowrer Grid Agreement, Sowrer paid the following consideration to Exanorth: (i) US$1,000,000 on April 13, 2024; (ii) US$3,500,000 on April 13, 2024; and (iii)  assume the recurring payments that need to be made pursuant to the Sowrer-Exanorth Lease Agreement and Sowrer-Exanorth Power Agreement. Additionally, pursuant to the Sowrer LTGA, Exanorth is entitled to exercise an option whereby, upon payment of US$16,000,000 to Sowrer, Exanorth will be entitled to the Sowrer Equipment. Following execution of the Sowrer LTGA, Sowrer was to deploy the (i) Sowrer Equipment with an initial capacity of 14MW; and (ii) Sowrer was to also host 2MW of the Arcane Servers at the Sowrer Leased Area, pursuant to the Exanorth-Arcane Agreement. As of the date of this Listing Statement, Sowrer has not paid US$3,500,000 owing under the Sowrer LTGA, consequently, Sowrer may only use 9.5MW of capacity and the remainder is under discussion.

On April 13, 2024, in connection with the Sowrer LTGA, Sowrer and Exanorth entered into a lease agreement in respect of the Sowrer Leased Area (the “Sowrer-Exanorth Lease Agreement”). The Sowrer-Exanorth Lease Agreement is for a fixed term of 15 years from the closing of the Sowrer LTGA and Sowrer shall pay US$120,000 in rent per year in respect of the Sowrer Leased Area. Additionally, pursuant to the Sowrer LTGA, if Exanorth wishes to sell or otherwise dispose of all or part of the First Norway Property, Sowrer has a right of first refusal to purchase the Sowrer Leased Area or parts of the First Norway Property being sold. If Sowrer transfers its right to lease to a third party or carries out a change of control, Exanorth has the right of first refusal to step in to Sowrer’s position at the same terms.

On April 13, 2024, in connection with the Sowrer LTGA, Sowrer and Exanorth entered into a grid, connection, maintenance and power supply agreement (the “Sowrer-Exanorth Power Agreement”). Pursuant to the Sowrer-Exanorth Power Agreement, Exanorth undertakes to ensure that grid connection/capacity and power supply for 17MW are available for Sowrer at the Sowrer Leased Area at all times to ensure that Sowrer can operate the Sowrer Equipment and fulfil its obligations under the Exanorth-Arcane Agreement. For clarify, the Sowrer-Exanorth Power Agreement is not a supply of grid services and power, but rather a confirmation that Exanorth shall ensure that sufficient power is distributed to the Sowrer Leased Area. Since the total consideration was not paid under this agreement, the available capacity for Sowrer to use was adjusted to 9.5MW on a pro rata basis.

On January 1, 2023, Exanorth and an Energy Provider entered into two power delivery agreements (the “Energy Provider Power Agreements”), whereby the Energy Provider provides physical power delivery and additional services to the First Norway Property.

On February 21, 2024, Exanorth entered into a flexibility services agreement (the “Flexibility Services Agreement”) incorporated under the laws of Sweden (“Flexibility Provider”). The Flexibility Services Agreement enables Exanorth to stabilize frequencies for the central grid at the First Norway Property. It provides that the Flexibility Provider is to assess the availability of the flexible capacity (MW), the value of flexible capacity (MW) and how to unlock the flexible capacity at the First Norway Property. The agreement is for a term of three years and there was a one-time payment made to the Flexibility Provider, in the amount of €500.00. Additionally, Exanorth pays the Flexibility Provider an additional monthly fee based on the number of resource types for operating the control system and the connection with the resources, for €100.00 per month.

On December 15, 2021, the Barbadian Subsidiary entered into a data services agreement with Exanorth (the “Barbadian-Exanorth Data Services Agreement”), under which Exanorth provides cryptocurrency mining services and mines cryptocurrency for the Barbadian Subsidiary. As consideration, the Barbadian Subsidiary pays Exanorth a monthly service fee equal to Exanorth’s costs plus an 11% margin. The term of the Barbadian-Exanorth Data Services Agreement is indefinite, but the parties may terminate the agreement within 90-day prior written notice.

On September 15, 2025, Bitzero entered into a consulting services agreement with Triomphe Holdings Ltd., whereby Triomphe Holdings Ltd. provides services relating to ongoing capital markets consultation, social media consultation, social sentiment reporting, social engagement reporting, dissemination of news releases, discussion forum monitoring and reporting, and corporate video dissemination. Bitzero’s agreement with Triomphe Holdings Ltd. is for an initial term of 6 months, for which Bitzero paid C$120,000 as consideration. Bitzero holds a renewal option under its agreement with with Triomphe Holdings Ltd. for an additional 6 months at a price of C$75,000.

On September 30, 2025, Bitzero entered into a service agreement with Bluehand Consulting AG, located in Switzerland, whereby Bluehand Consulting AG provides various digital marketing media services to Bitzero including: branding and content creation, introduction of Bitzero to various corporate and media partners, introduction to professionals in the Bitcoin mining industry, supporting developing corporate materials for presentations and strategic partners, preparing valuation materials, sourcing acquisition and investment targes, and any other services Bitzero may reasonably request. The agreement with Bluehand Consulting AG expires on the earlier of October 1, 2026 or when the budget in the agreement has been spent. Bitzero paid Bluehand Consulting AG an initial fee of EUR250,000 for services rendered under the agreement.

On September 30, 2025, Bitzero entered into a corporate marketing and investor awareness agreement with i2i Marketing Group, LLC, whereby i2i Marketing Group, LLC provides services including content creation management, author sourcing, project management, and media distribution. The agreement establishes an initial media budget of US$250,000, with subsequent monthly campaigns managed through supplemental insertion orders. Either party may terminate the agreement with 10 days’ written notice. The Resulting Issuer intends to issue a press release upon the commencement of the initial media campaign. No payments have been made yet under this agreement.

Effective June 1, 2023, ND ZCD CTC LLC was organized under the laws of North Dakota. Bitzero advanced €50,000 to ND ZCD CTC LLC and had a 20% interest in it, upon its formation. Pursuant to a memorandum of understanding entered into on June 12, 2024, Bitzero sold its membership interest in ND ZCD CTC LLC to a third party in exchange for €50,000.

On March 25^th, 2025, Bitzero entered into a letter of intent with Lista Renewable Energy Park Site, to form a new joint venture under the laws of Norway for the establishment of a data center on the Lista energy park situated in Vanse, Norway to be owned by the joint venture thereof. The joint venture is to be the asset manager of the property and the letter of intent provides that the parties would share in the profits and losses of the joint venture 50%-50%, among other terms. The parties are to negotiate and execute a mutually acceptable joint venture agreement and accessory agreements no later than August 1, 2025.

Under the letter of intent, Bitzero’s percentage of ownership in the joint venture will be increased to seventy-five percent (75%) if the joint venture concludes a financing of 600-650 million NOK for the construction of a high voltage infrastructure and an amount corresponding to twenty-five percent (25%) and an amount corresponding to twenty-five percent (25%) of the value of the Lista property shall be contributed by Bitzero. Simultaneously, the Lista property shall be transferred to the joint venture as a contribution by Lista.

On March 25, 2025, the parties extended the outside date to conclude all joint venture agreements and accessory agreements to December 31, 2025.

On August 21, 2025, Bitzero and WBM entered into a non-binding Letter Agreement (the “Letter Agreement”), which became the definitive agreement on November 18, 2025¸ when Bitzero confirmed its satisfaction with due diligence. The Letter Agreement outlines the terms and conditions upon which WBM acquired the issued and outstanding equity securities of Bitzero. The Transaction was completed on November 19, 2025 pursuant to which the Resulting Issuer assumed the business of Bitzero. The material terms of the Letter Agreement are set out below.

Representations, Warranties and Covenants

The Letter Agreement contains customary representations and warranties made by each of the parties in respect of the respective assets, liabilities, financial position, business and operations of Bitzero and WBM. Both Bitzero and WBM also provided covenants in favour of each other in the Letter Agreement which govern the conduct of the operations and affairs of each respective party prior to the Transaction.

Immediately prior to Closing, WBM had the following securities outstanding including convertible securities: (i) 250,000 WBM Common Shares issued and outstanding; and (ii) 97,927 WBM Warrants, each exercisable for the purchase of one WBM Common Share at a price of C$3.60 per WBM Common Share, expiring on November 30, 2025.

Terms of the Transaction

The terms of the Transaction were as follows:

The Rights Plan received shareholder approval via written resolution on November 18, 2025. On November 19, 2025, WBM adopted the Rights Plan. The following is a description of the key terms of the Rights Plan. However, the information related to the Rights Plan below is intended as a summary only and is qualified in its entirety by the full text of the Rights Plan, in the form attached as Schedule “H” attached to this Listing Statement. Capitalized terms used but not defined in the summary below have the meanings ascribed to them in the Rights Plan. The Rights Plan will be re-approved by the shareholders of the Resulting Issuer.

Objectives

The primary objectives of the Rights Plan are to:

Effective Date

The Rights Plan is effective as of November 19, 2025.

Term

This Rights Plan must be reconfirmed by a resolution passed by a majority of the votes cast by independent shareholders who vote in respect of such reconfirmation at every third annual meeting of the Resulting Issuer. If the Rights Plan is not so reconfirmed or is not presented for reconfirmation at such annual meeting, the Rights Plan and all outstanding rights shall terminate and be void and of no further force and effect on and from the date of termination of the applicable annual meeting; provided that termination shall not occur if a Flip-in Event has occurred (as defined below) (other than a Flip-in Event which has been waived pursuant to the Rights Plan), prior to the date upon which the Rights Plan would otherwise terminate.

Issue of Rights

One right to purchase Resulting Issuer Voting Shares (each, a “Right”) shall be issued on the Effective Date (being the date that the Rights Plan becomes effective, after the Transaction), in respect of each Resulting Issuer Voting Share issued or deemed at 5:00 p.m. (Toronto Time) on the Effective Date (the “Record Time”) and one Right shall be issued in respect of each Resulting Issuer Voting Share after the Record Time and prior to the earlier of the Separation Time (as defined in the Rights Plan) and the Expiration Time (as defined in the Rights Plan). Notwithstanding the foregoing, one Right in respect of each Resulting Issuer Voting Share issued after the Record Time upon the exercise of rights pursuant to convertible or exchangeable securities outstanding at the Share Acquisition Date (as defined in the Rights Plan) may be issued after the Separation Time but before the Expiration Time.

Certificates (or other evidence of book-entry or other uncertificated ownership) representing Resulting Issuer Voting Shares, including Resulting Issuer Voting Shares issued upon the exercise, conversion or exchange of Convertible Securities (any securities issued by the Resulting Issuer, including Resulting Issuer Non-Voting Shares, rights, warrants, convertible notes and options but excluding Rights), which are issued after the Record Time, but prior to the earlier of the Separation Time and the Expiration Time, shall evidence one Right for each Resulting Issuer Voting Shares represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a specific legend.

Certificates (or other evidence of book-entry or other uncertificated ownership) representing Resulting Issuer Voting Shares that are issued and outstanding as at the Record Time shall evidence one Right for each Resulting Issuer Voting Shares evidenced thereby, notwithstanding the absence of the foregoing legend until the earlier of the Separation Time and the Expiration Time.

Rights Exercise Privilege

Subject to adjustment, each Right will entitle the holder thereof, after the Separation Time and prior to the Expiration Time, to purchase one Resulting Issuer Voting Share for the Exercise Price (and the Exercise Price and number of Resulting Issuer Voting Shares are subject to adjustment as set forth herein). Notwithstanding any other provision of the Rights Plan, any Rights Beneficially Owned by the Corporation or any of its Subsidiaries shall be void.

Until the Separation Time:

From and after the Separation Time and prior to the Expiration Time:

In the event that if prior to the Expiration Time a Flip-in Event (as defined in the Rights Plan and described below) occurs, each Right shall constitute, effective from and after the later of its date of issue and at the close of business on the second Trading Day after the Share Acquisition Date (or such longer period as may be required to satisfy the requirements of any applicable securities laws or comparable legislation of each of the states of the United States of America and the provinces and territories of Canada and the regulations and rules thereunder), the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Resulting Issuer Voting Shares having an aggregate market price (based on the closing price of the Resulting Issuer Voting Shares on the 20 trading days immediately preceding the date that market price is determined) on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 of the Rights Plan, without duplication, in the event that after such date of consummation or occurrence, an event of a type analogous to any of the events described in Section 2.3 of the Rights Plan shall have occurred with respect to such Resulting Issuer Voting Shares).

A “Flip-in Event” means a transaction or other event in or pursuant to which any Person becomes an Acquiring Person.

A person is deemed an “Acquiring Person” if they acquire (as a Beneficial Owner) 20% or more of the Resulting Issuer Voting Shares (or Convertible Securities, including Resulting Issuer Non-Voting Shares, rights, warrants, convertible notes, and options, but excluding the Rights) either directly, through Affiliates or Associates (as each of such terms defined in the Rights Plan), or by acting jointly or in concert with others, including as disclosed in filings under applicable securities laws. Exceptions to this definition include a “Grandfather Person,” who held (as a Beneficial Owner) 20% or more of the Resulting Issuer Voting Shares as of the Record Time but will lose this status if they subsequently increase their ownership by more than 1%, except under specified circumstances.

The issue of the Rights is not initially dilutive. Upon a Flip-in Event occurring and the Rights separating from the Resulting Issuer Voting Shares, holders of Rights not exercising their Rights upon the occurrence of a Flip-in Event may suffer substantial dilution.

Lock-up Agreement

A bidder may enter into Lock-up Agreements with the Corporation’s shareholders (“Locked-up Persons”) whereby such shareholders agree to tender their Resulting Issuer Voting Shares to the take-over bid (the “Subject Bid”) without a Flip-in Event (as referred to above) occurring. Any such agreement must include a provision that permits the Locked-up Person to withdraw the Resulting Issuer Voting Shares to tender to another take-over bid or to support another transaction that will provide greater consideration to the shareholder than the Subject Bid. The Lock-up Agreement may require that the consideration under the other transaction exceed the consideration under the Subject Bid by a specified amount. The specified amount may not be greater than 7%. For greater certainty, a Lock-up Agreement may contain a right of first refusal or require a period of delay to give a bidder an opportunity to match a higher price in another transaction as long as the shareholder can accept another bid or tender to another transaction.

The Rights Plan requires that any Lock-up Agreement be made available to the Corporation and the public. Under a Lock-up Agreement, no “break up” fees, “top up” fees, penalties, expense reimbursements or other amounts that exceed in aggregate the greater of (i) 2.5% of the value payable under the Subject Bid, and (ii) 50% of the amount by which the value received by a Locked-up Person under another take-over bid or transaction exceeds what such Locked-up Person would have received under the Subject Bid, may be payable by such Locked-up Person if the Locked-up Person fails to deposit or tender Resulting Issuer Voting Shares to the Subject Bid or withdraws Resulting Issuer Voting Shares previously tendered thereto in order to deposit such Resulting Issuer Voting Shares to another take-over bid or support another transaction.

Permitted Bid Requirements

The requirements for a Permitted Bid include the following:

provided, however, that a Take-over Bid that qualified as a Permitted Bid shall cease to be a Permitted Bid at any time and as soon as when such Take-over Bid ceases to meet any or all of the provisions of this definition.

The Rights Plan allows for a competing Permitted Bid (a “Competing Permitted Bid”) to be made while a Permitted Bid is in existence. A Competing Permitted Bid must satisfy all the requirements of a Permitted Bid except that it may expire on the same date as the Permitted Bid, subject to the requirement that it be outstanding for a minimum period of 105 days.

Waiver

The Board, acting in good faith, may, prior to the occurrence of a Flip-in Event, waive the application of the Rights Plan to a particular Flip-in Event (an “Exempt Acquisition”) where the take-over bid is made by a take-over bid circular to all holders of Resulting Issuer Voting Shares. Where the Board exercises the waiver power for one take-over bid, the waiver will also apply to any other take-over bid for the Corporation made by a take-over bid circular to all holders of Resulting Issuer Voting Shares prior to the expiry of any other bid for which the Rights Plan has been waived.

The Board may also waive the application of the Rights Plan if the Acquiring Person reduces its Beneficial Ownership to less than 20% of all outstanding Resulting Issuer Voting Shares.

Redemption

The Board, with the approval of a majority of the votes of the holders of Resulting Issuer Voting Shares (or the holders of the Rights if the Separation Time has occurred) recorded (including any votes cast by proxy) at a meeting duly called for that purpose, may redeem the Rights at $0.00001 per Right. The Rights shall also be redeemed by the Board without such approval following completion of a Permitted Bid, Competing Permitted Bid or Exempt Acquisition.

Amendment

The Board may amend the Rights Plan with the approval of a majority vote of the votes cast by shareholders (or the holders of Rights if the Separation Time has occurred) voting in person or by proxy at a meeting duly called for that purpose. The directors without such approval may correct clerical or typographical errors and, subject to approval as noted above at the next meeting of the shareholders (or holders of Rights, as the case may be), may make amendments to the Rights Plan to maintain its validity due to changes in applicable legislation.

Exemptions for Institutional Investors

Generally, investment managers (for client accounts), trust companies (acting in their capacities as trustees and administrators), statutory bodies whose business includes the management of funds, administrators or trustees of registered pension plans or funds (as well as the pension plans or funds), and Crown agents or agencies acquiring greater than 20% of the Resulting Issuer Voting Shares are exempted from triggering a Flip-in Event, provided that they are not making, or are not part of a group making, a take-over bid.

5.   NARRATIVE DESCRIPTION OF THE BUSINESS

The Resulting Issuer will adopt the business of Bitzero.

Bitzero is a provider of IT energy infrastructure and high-efficiency power generation for data centers to support various activities including HPC and Blockchain mining. Bitzero currently focuses on three principal areas: (1) data center development; (2) Bitcoin mining; and (3) obtaining strategic data center hosting partnerships.

Data Center Development Overview

Data centers are physical facilities that are used to house computer systems and associated components, IT infrastructure, critical applications, and data for applications and services. Data centers can be used for a variety of purposes and support the needs of large-scale applications, including but not limited to Bitcoin mining, cloud computing, web hosting, processing large data sets, providing the foundation for artificial intelligence, machine learning, and more. Data center designs are based on computing and networking solutions and include components such as routers, switches, firewalls, storage systems, and more.

Bitcoin Mining Overview

Bitcoin mining is the process by which new Bitcoins are created and transactions are verified and added to the public ledger known as the Bitcoin Blockchain. Mining is conducted by miners using hardware and software to generate a cryptographic number that is equal to or less than a number set by the Bitcoin network’s algorithm.¹ Bitcoin self-mining refers to the process by which a miner validates Bitcoin transactions and adds them to the Blockchain ledger without relying on a trusted third party.

“Hashrate” is a measure of the computational power used in the mining process of cryptocurrencies, it indicates how many hash functions a miner can perform per second. Generally, the higher the Hashrate, the more attempts a miner can make to add new blocks to the Blockchain. Bitcoin Hashrates are generally measured through exahashes per second (E/Hs); one exahash equals 10¹⁸ hashes, which means E/Hs indicates how many quintillion Hash calculations can be performed in one second.² E/Hs represent high levels of computational power associated with large-scale mining operations or data centers.³

Hosting Partnerships Overview

Data center hosting is a service where companies and organizations store and manage their IT infrastructure in third-party data centers, enabling them to use the same the services, features, and capabilities of a data center without building their own infrastructure. Data center hosting comes in various forms, including the following:

Bitzero Overview

Bitzero was created to disrupt and innovate in the Blockchain and data center spaces to move markets away from unsustainable data and mining practices. It is engaged in the development and operation of data centers and related energy infrastructure, Bitcoin self-mining, and HPC hosting. Bitzero’s primary objective is to address the increasing demand for IT energy infrastructure driven by the growth of Blockchain technology and other HPC applications by leveraging advanced technology and energy-efficient solutions. By creating harmony with local authorities, investors, and customers, Bitzero aims to become a leader in Blockchain mining and HPC hosting in a sustainable fashion and set a new global standard for best practices in clean energy sourcing, heat capture, and sustainability within local communities.

Exanorth owns the First Norway Property. The First Norway Property is 50,000 square meters, powered 100% by hydroelectric energy, and is in the low-cost NO4 region where it benefits from cooler temperatures, proximity to network lines including polar cables, and on-site security. The First Norway Property has infrastructure optimized for very low carbon displacement, given that it powered by 100% hydro energy.

¹ How Does Bitcoin Mining Work? A Beginner's Guide (investopedia.com)

² What is Bitcoin Hash rate and why does it matter?

³ ExaHash - Explanation of terms

Additionally, through the Flexibility Services Agreement, Exanorth adjusts energy usage at the First Norway Property to stabilize the power grid. When Exanorth engages in stabilization efforts, it is compensated under the terms of the Flexibility Services Agreement while also supporting sustainability.

The First Norway Property provides Bitzero with an advantageous location for cryptocurrency mining for the following key reasons:

The First Norway Property had approximately 320MW Total Capacity. 40MW of Active Capacity at the First Norway Property is being used by the Norway Data Center, and there was approximately 3200MW of Inactive Capacity that could be accessed through development and grid updates. Exanorth intends to expand Active Capacity at the First Norway Property over the coming months and has approval to support expansion of 70MW adding up to the total of 110 MW.

In August 2024, Exanorth received approval from the Norwegian Water Resources and Energy Directorate to operates as a utility, which means that Exanorth can control the First Norway Property’s own electrical supply, and energy distribution and grid costs.

Norway Data Center

The Norway Data Center is 50,000 square meters and is located on the First Norway Property. Currently, the Norway Data Center operates as Bitzero’s self-mining revenue-generating operations and is the focal point of Bitzero’s operations. All the Bitcoin that is self-mined at the Norway Data Center is rewarded from the Luxor Mining Pool and owned by the Barbadian Subsidiary.

The Norway Data Center is powered by hydro energy and Bitcoin mining operations at the Norway Data Center have a Hashrate of 0.42 E/Hs. Currently, the site has 32 containers and 10,263 miners.

Pursuant to the Second Norway Property LTA, Aadnevik Invest transferred and assigned all rights, title, interest, and obligations it has under the Second Norway Property Option and Lease Agreement to Exanorth in 2024. Exanorth acquired the Second Norway Property Option and Lease Agreement to proactively support near-term growth and profitability objectives but has not yet finalized plans for it.

⁴ Norwegian data centres - sustainable, digital powerhouses - regjeringen.no

⁵ Data centres in Norway Rapid expansion and fundamental advantages | DLA Piper

ND I, LLC acquired the North Dakota Property in July 2022 pursuant to the North Dakota Property Purchase Agreement. The North Dakota Property is over 184 acres and benefits from a diversified energy mix including wind, natural gas, and grid sources, ensuring reliability and efficiency.

The North Dakota Property has Total Capacity of approximately 200MW-300MW. Currently, there is 2.5MW of Active Capacity that is immediately available but not currently being used, and further Inactive Capacity that can be accessed once studies are conducted, facilities are built, and investments in system upgrades are made. Additionally, on the North Dakota Property, there is an 80,000-gallon diesel tank and additional liquid storage tank, which can provide large-scale back-up power supplies, enabling the North Dakota Property to operate independently of other electrical suppliers.

The Nekoma Pyramid was initially built in the late 1960s with initial commissioning occurring in 1975 during the cold war. It consequently has desirable security characteristics well suited for storing highly sensitive information.⁶ The Nekoma Pyramid is located on the North Dakota Property and is currently non-operational.

The Nekoma Pyramid’s special features and competitive advantages are summarized below:

ND I, LLC and Bitzero are in the process of developing the North Dakota Property and planning the use of the Nekoma Pyramid for their operations. Pursuant to the C&W Agency Agreement, the North Dakota Property may be sold or leased to a third-party, or ND I, LLC may retain the North Dakota Property for its own use.

Development Plan

The North Dakota Property is expected to be developed in phases:

Another central component of Bitzero’s business model is Bitcoin mining. Bitzero is focused on Bitcoin mining because it is the most efficient way for Bitzero to convert energy into sustainable cash flows. This method is predictable, straightforward to manage, and not excessively capital-intensive, with relatively low upfront costs. It involves directly converting energy into cash flows through capital expenditure and infrastructural projects. Currently, all of Bitzero’s Bitcoin mining operations are conducted at the Norway Data Center. Bitzero and its subsidiaries do not mine any other cryptocurrency assets. Pursuant to the Barbadian-Exanorth Data Services Agreement, all Bitcoin that is self-mined at the Norway Data Center is owned by the Barbadian Subsidiary.

⁶ Stanley R. Mickelsen Safeguard Missile Site Radar (MSR) Complex — Cold War Tourist

The process by which cryptocurrency coins or tokens are created and transactions are verified is called mining. A user or miner operates a publicly distributed mining client, which turns the user’s computer into a “node” on the network that validates blocks. In order to add blocks to the Bitcoin Blockchain, a miner must map an input data set (i.e., the Blockchain plus a block of the most recent transactions and an arbitrary number called a “nonce”) to a desired output data set of a predetermined length using an algorithm. As more miners join the network and its processing power increases, the network adjusts the complexity of the block solving equation to maintain a pace of adding a new block to the Blockchain approximately every 10 minutes. Below is further disclosure on the specific steps taken in Bitcoin mining operations, including how Bitzero currently engages in Bitcoin mining.

At the Norway Data Center, substantiation construction took place which required building a 40MW substation to convert high-voltage grid power to low voltage. The necessary electrical cabling was installed and then contracts with the local energy grid providers were entered into to secure fixed energy prices for 5 years. All electricity and power supplied to the Norway Data Center is through the Energy Provider through the Energy Provider Power Agreement.

Currently, there are 32 containers and 10,263 miners at the Norway Data Center. Specifications of Exanorth’s containers are provided below:

In terms of equipment at the Norway Data Center, there are 10,263 miners used. Additionally, Bitzero is part of the Luxor Mining Pool, which employs the Luxor Software; See “Section 4 – General Development of the Business” for further details on the Luxor Software and Luxor Mining Pool.

Every 10 minutes, a new block is added to the Blockchain ledger by all the mining computing power existing in the world, comprising approximately 4,500 Bitcoin transactions. Every 10 minutes, the global Bitcoin network rewards miners with 3.125 Bitcoins. This results in a total daily reward of 450 Bitcoins for all miners combined. This reward amount halves approximately every four years (once the right block height is reached). The Bitcoin reward per unit of mining equipment is predictable at the time of purchase but varies over time based on market share. For example, if there are 9 equally powerful mining units globally and Bitzero adds one more, Bitzero would receive 10% of the daily 450 Bitcoin reward. Currently, the total network computing power is over 600 exahashes per second (EH/s), while the most efficient single miner operates at approximately 0.0002 EH/s.

Bitzero focuses on self-mining at the Norway Data Center and earns revenue through the amount of Bitcoin mined. Pursuant to the Luxor Services Agreement, Luxor receives 0.20% of each Total Miner Reward and Bitzero will receive the remaining 99.8% of each Total Miner Reward. Currently, the Block Subsidy of newly minted Bitcoins in each block is 6.25 Bitcoin/block.

Transaction Fees are a crucial component of the Bitcoin network's incentive structure, ensuring that miners prioritize certain transactions and continue to maintain the network even after Block Rewards diminish over time.

Miners receive Transaction Fees as an additional incentive, supplementing the Block Reward (the newly created Bitcoins given to the miner who finds a new block). Users can attach fees to their transactions to incentivize miners to prioritize their transactions over others. Higher Transaction Fees typically result in faster confirmation times. The total Transaction Fees paid depends on the transaction size in bytes and the fee rate set by the user.

Pursuant to the Sowrer LTGA, at the Norway Data Center, Exanorth is currently hosting 9.5MW Active Capacity for Sowrer for gross proceeds of approximately US$4.5 million up front (one-time payment) and US$120,000 annually plus maintenance costs. Pursuant to the Exanorth-Arcane Agreement (which was subsequently taken over by Sowrer through execution of the Sowrer LTGA) Sowrer operates the Arcane Servers for cloud computing at the Norway Data Center. In addition, Exanorth hosts the Sowrer Equipment for Sowrer’s cryptocurrency mining business.

Bitzero intends on leasing additional excess capacity at its properties to cloud service providers, other cryptocurrency miners, artificial intelligence companies and other businesses requiring data center infrastructure. For clarity, “excess capacity” means the MW that are not being used by Bitzero or its subsidiaries directly.

The demand for data centers is increasing across the globe among cryptocurrency miners, cloud service providers, and artificial intelligence companies.⁷ There has been a significant increase in governmental regulation around carbon emissions from high-energy consuming data centers, including in Norway which has become a popular destination for cryptocurrency miners.⁸ Additionally, security concerns are of a high degree of importance since data centers handle extremely sensitive, large volumes of information.⁹ With these considerations, identifying new data center opportunities for Bitzero’s ecosystem partners to provide efficient and low-cost energy solutions is a core part of its business model. While Bitzero currently has the Norway Data Center and the non-operational Nekoma Pyramid, it also is undergoing negotiations to expand its facilities in the North American and Scandinavian regions.

As of the date hereof, Bitzero has 8 employees, inclusive of all executive officers and employees working at Bitzero subsidiaries. For the purposes of this section, “employees” means any individuals who have entered into employment contracts with Bitzero or any of its subsidiaries. The following table sets out the employees by subsidiary and department:

Frank Aadnevik has significant experience in the cryptocurrency and data center space.

⁷ AI is poised to drive 160% increase in data center power demand | Goldman Sachs

⁸ Bitcoin Miners Face Pressure in Norway as New Legislation for Data Centers Implemented

⁹ Playing defense: today’s top data center security risks - Samsung Business Insights

Mr. Aadnevik has been engaged in innovative edge-, HPC- and hyper-scale data centers for the past 25 years. He has been the Executive Director, Exanorth since 2018. Additionally, he took the roles of Country Manager and CEO of Exanorth in 2021. Throughout his career, Mr. Aadnevik has been instrumental in securing key permits, high-voltage GRID connections, and fiber infrastructure, all essential for the successful deployment of energy-efficient facilities. His work supports high-demand computational environments, including cryptocurrency mining operations.

See “Section 13 – Directors and Officers” for further information.

There are many companies that compete in the Blockchain market, offering a range of products and services. Some examples of Blockchain mining companies include:

¹⁰ Argo Blockchain | Bitcoin Mining & Technology Company

¹¹ Bit Digital (BTBT) | Bitcoin Mining & AI Infrastructure Services (bit-digital.com)

¹² Bitfarms Ltd. (BITF.TO) Company Profile & Facts - Yahoo Finance; Company - Bitfarms Ltd. (BITF)

¹³ Cipher Mining Technologies Inc.

¹⁴ CleanSpark | Cryptocurrency & Blockchain | America's Bitcoin Miner

¹⁵ Core Scientific - A leader in bitcoin mining and digital infrastructure for emerging high-value compute.

¹⁶ Greenidge Generation Holdings Inc. (GREE) Stock Price, News, Quote & History - Yahoo Finance

¹⁷ Bitcoin Mining | ESG Driven Mining | Gryphon Digital Mining

Brand Positioning

Hundreds of startups are working on a plethora of HPC and Bitcoin mining companies. The cryptocurrency market is highly competitive, consolidated, and regulated. The competitive landscape for Bitcoin mining is shaped by several key factors, including technological advancements, energy costs, regulatory and market dynamics.

Every 10 minutes, 3.125 Bitcoin are rewarded to the global mining network. Such amount halves every 4 years. Market participants compete to secure the largest share of this reward by continuously investing in capital expenditures to expand and enhance their mining operations.²⁰

ASICs are specialized devices designed specifically for Bitcoin mining. They offer high efficiency and performance compared to general-purpose hardware like central processing units and graphics processing units. Additionally, continuous advancements in mining hardware led to increased Hash rates and energy efficiency. Market participants must regularly upgrade their equipment. Bitzero has adopted recent Application-Specific Integrated Circuits and leading technology to keep up with market competition.

Additionally, since mining is energy-intensive, regions with lower electricity costs are more attractive. Countries like Norway, Iceland, the United States and Kazakhstan have been popular due to lower costs of electricity. Although, there is a growing trend towards using renewable energy sources for mining to reduce costs and address environmental concerns. The environmental footprint of Blockchain mining operators can influence public perception and regulatory decisions and the environmental impact of Bitcoin mining has led to scrutiny and calls for more sustainable practices in general. Bitzero’s renewable hydroelectric power supply at the Norway Property represents the way-forward and adds a competitive advantage to its business, by sourcing green energy to fuel the facility.

¹⁸ HIVE Digital Technologies Ltd

¹⁹ About | Riot Platforms

²⁰ The Bitcoin Halving: Everything you need to know (coinbase.com)

Various jurisdictions have differing tax policies and regulatory requirements for cryptocurrency mining, impacting the profitability and feasibility of operations. Bitzero is headquartered in British Columbia, Canada. For disclosure on Canada’s regulatory environment around cryptocurrency, see “Regulatory Landscape” below.

To mitigate the inherent variance in rewards, Blockchain miners often join mining pools where they combine their Hash power and share the rewards proportionally. A few large mining pools such as AntPool, F2Pool, and Pooling²¹ dominate the network, making it challenging for new or smaller pools to compete.

Trends

Due to regulatory changes and electricity costs, there’s a constant shift in the geographical distribution of mining operations. Recent trends have seen miners moving from China to North America, Central Asia, and Europe. Bitzero is well-positioned because it has developed the Norway Property and will be focussing on either expanding the North Dakota Property or selling or leasing it in the near future.

The price of Bitcoin directly affects Blockchain mining profitability. In addition, as more miners join the network, it becomes increasingly difficult to engage in Blockchain mining because the market share of each participant is reduced. Cryptocurrency also undergoes periodic halving of Block Rewards every four years, which reduces the number of new Bitcoins awarded to miners, impacting revenue and profitability.

Bitzero and its subsidiaries do not have any registered intellectual property rights.

Bitzero’s crypto assets, which currently consist of Bitcoin only, are mined to one of two Trezor hardware wallets that are owned by Bitzero (the “Wallets”). Bitzero does not currently employ any third-party custodian services. Bitzero has adopted a Digital Asset Security Policy and Procedures guide relating to cryptocurrency topics, including key, wallet, and account generation.

The Digital Asset Security Policy and Procedures guide applies to all Bitzero employees, contractors, and consultants interacting with digital assets and wallet accessibility components. It establishes controls for digital asset security and covers wallet/key generation, access management, physical/virtual security, and incident response. The policy is applicable to all digital assets, systems, and related transaction activities owned or leased by Bitzero. The Digital Asset Security Policy and Procedures guide is governed by Mohammed Bakhashwain. It provides that no single party can access all wallet components or conduct transactions without third party oversight, including independent legal oversight by a notary or lawyer during wallet generation and storage. Additional key components are as follows:

²¹ Popular Bitcoin Mining Pools Compared (btcpeers.com) 

Bitzero is a provider of ESG focused IT energy infrastructure. It currently leverages its sustainable practices by operating the Norway Data Center completely through hydro energy.

The Resulting Issuer is expected to have approximately US$10,375,791 in working capital available to it following completion of the Transaction, together with approximately US$7,482,051 in projected cash flow per the table below. The total funds available to the Resulting Issuer are therefore anticipated to be approximately US$17,857,842 over the twelve months following the date of this Listing Statement. The Resulting Issuer is expected to use the funds available to it in furtherance of its stated business objectives for the 12 months following the Transaction which are summarized in the table in the Section titled “Principal Uses of Projected Available Funds” below. However, there may be situations where, due to changes in the Resulting Issuer’s circumstances, business outlook, and/or for other reasons, that a reallocation of funds is necessary in order for the Resulting Issuer to achieve its overall business objectives. The intended use of funds may vary based upon a number of factors and such variances may be material. The Resulting Issuer’s projections with respect to the funds available to it following the closing of the Transaction are based on management estimates, which are subject to a variety of known and unknown risks, uncertainties and other factors which may cause actual plans, intentions, activities, results, performance or achievements to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such projections

The Resulting Issuer currently generates revenue from its operating activities, however the Resulting Issuer has no assurances that it will generate revenue from operating activities in future periods. While management has made reasonable estimates regarding its projected operating cash flow following the Transaction, the actual amount of cash flow available to the Resulting Issuer may differ from the amount projected, or may the Resulting Issuer may have negative cash flow. As a result, the Resulting Issuer may rely on the issuance of securities or other sources of financing to generate sufficient funds to fund its working capital requirements and for corporate expenditures. See “Forward-Looking Information”, “Future-Oriented Information and Financial Outlook Information” and “Section 17– Risk Factors”.

The amounts shown in the table are estimates based upon the information available to management as of the date hereof.

Total Funds Available

Notes:

Operating Cash Flows

Management’s forecasted operating cash flows for the period of November 1, 2025 to October 31, 2026 are as follows:

Notes:

The following significant assumptions have been used in preparing the aforementioned cash flow estimates:

Principal Uses of Projected Available Funds

The total funds available to the Resulting Issuer are anticipated to be approximately US$17,857,842 over the twelve months following the date of this Listing Statement per the tables above. For further information see the tables titled “Total Funds Available” and “Operating Cash Flow” above.

It is the Resulting Issuer’s intention to use these funds to fund operations after the closing of the Transaction as follows:

Notes:

Notwithstanding the proposed uses of available funds described above, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary or prudent. It is difficult at this time to definitively project the total funds necessary to effect the planned activities of the Resulting Issuer. For these reasons, management of the Resulting Issuer considers it to be in the best interests of the Resulting Issuer and its shareholders to afford management a reasonable degree of flexibility as to how funds are applied towards the uses identified above, or for other purposes, as the need arises.

See “Section 17- Risk Factors” under the headings “Additional Financing” and “Negative cash flow from operations”.

The Resulting Issuer’s business will be the same as Bitzero’s business, which consists of cryptocurrency mining, data center operations, and establishing strategic hosting partnerships.

Enhancing the Norway Data Center:

The majority of funds currently available will be allocated to expanding and enhancing Bitzero’s cryptocurrency mining operations at the Norway Data Center. This includes significant investment in new, high-efficiency mining equipment to increase capacity and output. Additionally, a portion of the Resulting Issuer’s funds will be dedicated to improving operational efficiencies through advanced technology and infrastructure upgrades, aimed at optimizing the Resulting Issuer’s processes and reducing energy consumption. These initiatives are expected to bolster the Resulting Issuer’s competitive position in the market and drive long-term growth.

A significant portion of the Resulting Issuer’s available funds will be allocated toward the replacement of existing miners operating within the initial 40MW capacity at the Norway Data Center. This strategic upgrade is expected to substantially enhance mining hardware Hashrate performance and improve overall operational margins. Simultaneously, the Resulting Issuer anticipates actively advancing the groundwork for a planned 70MW expansion, which will bring the Norway Data Center’s total capacity to 110MW. While considerable progress has already been made and key infrastructure components have been procured, the Resulting Issuer’s working capital will be directed toward the acquisition and installation of new transformers required to support this next phase of development.

Finland Property Acquisition:

A portion of the funds available to the Resulting Issuer will be strategically allocated toward the acquisition of the final parcel of land required for the development of the sites located at Finland Real Estate III. This final land purchase represents a key milestone in securing the complete site footprint for the Resulting Issuer’s operations in the region. Once finalized, this acquisition will grant the Resulting Issuer full ownership and development rights over the entire project site, paving the way for the next phase of infrastructure planning and construction. The fully secured site will ultimately support a total power capacity of up to 1GW, enabling the deployment of scalable, high-efficiency data infrastructure aligned with the Resulting Issuer’s long-term growth strategy and commitment to sustainable energy use.

The Resulting Issuer expects to undertake the following initiatives with available funds to the Resulting Issuer with the expectation to achieve the milestones as outlined below, over approximately the next 12 months:

6.    SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth selected financial information for WBM for the years ended October 31, 2024, 2023 and 2022. Such information is derived from the financial statements of WBM and should be read in conjunction with such financial statements. All monetary references in the table below are in Canadian dollars. See Schedule “A” – Financial Statements of WBM.

The following table sets forth selected financial information for Bitzero for the financial years ended September 30, 2024, and 2023. Such information is derived from the financial statements of Bitzero and should be read in conjunction with such financial statements. All monetary references in the table below are in U.S. dollars. See Schedule “B” – Financial Statements of Bitzero.

Pro Forma Financial Information

The following table summarizes selected pro forma consolidated financial information for the Resulting Issuer as of July 31, 2025. All monetary references in the table below are in U.S. dollars. The information should be read in conjunction with the pro forma financial statements, which are attached hereto as Schedule “C” – Pro Forma Financial Statements.

Dividends

The future payment of dividends will be dependent upon the financial requirements of the Resulting Issuer to fund further growth, the financial condition of the Resulting Issuer and other factors which the Resulting Issuer Board may consider in the circumstances. It is not contemplated that any dividends will be paid in the immediate or foreseeable future, if at all.

7.     MANAGEMENT'S DISCUSSION AND ANALYSIS

WBM’s MD&A for the year ended October 31, 2024, 2023 and 2022, are attached to this Listing Statement as Schedule “D” - MD&A of WBM. Bitzero’s MD&A for the years ended September 30, 2024 and 2023, are attached hereto as Schedule “E” – MD&A of Bitzero.

8.     MARKET FOR SECURITIES

The Resulting Issuer Shares are currently unlisted.

9.      CONSOLIDATED CAPITALIZATION

Pro Forma Consolidated Capitalization

The following table sets forth the undiluted pro forma share capitalization of the Resulting Issuer, on a consolidated basis, following the Transaction. The holders of Bitzero Shares became holders of Resulting Issuer Shares on the basis of 10 Bitzero Shares for one Resulting Issuer Voting Share held and 10 Bitzero Non-Voting Shares for one Resulting Issuer Non-Voting Share held.

The information should be read in conjunction with the pro forma financial statements, which are attached hereto as Schedule “C” – Pro Forma Financial Statements, which provide additional information.

Fully Diluted Share Capital

The following table summarizes the expected fully diluted share capital of the Resulting Issuer following the Closing:

Notes: