Exhibit 99.85

 

BITZERO HOLDINGS INC.
(FORMERLY WBM CAPITAL CORP.)

 

Interim Condensed Consolidated Financial Statements
For the three-month 

period ended December 31, 2025 and December 31, 2024
(expressed in United States Dollars, unless otherwise stated)

 

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Table of Contents 

For the three-month period ended December 31, 2025 and December 31, 2024 

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

Interim Condensed Consolidated Statements of Loss and Comprehensive Loss 3

 

Interim Condensed Consolidated Statements of Financial Position 4

 

Interim Condensed Consolidated Statements of Changes in Shareholder's Equity 5

 

Interim Condensed Consolidated Statements of Cash Flows 6

 

Notes to the Consolidated Financial Statements 7-37

  

 

 

Page 2 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Interim condensed consolidated statement of loss and comprehensive loss 

For the three-month period ended December 31, 2025 and December 31, 2024 

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

   Note  2025   2024 
        $    $ 
               
Revenue from digital assets mined   6   7,495,738    4,926,371 
Direct costs   7   (6,924,878)   (6,062,803)
        570,860    (1,136,432)
               
Administrative expenses   8   1,149,879    1,286,096 
Finance costs   9   3,499,824    127,520 
l'v1arketing expenses   10   451,013    275,209 
        5,100,716    1,688,825 
               
Operating loss before other items       (4,529,856)   (2,825,257)
               
Share-based expenses
   11   12,708,387    50,000 
Foreign exchange (gain) loss       (846,805)   4,524,063 
Realized loss (gain) from sale of digital currency   12   21,298    (1,286,430)
Loss on contract settlement            50,440 
Gain on derivative financial instruments   21(c),21(d)   (4,328,146)     
        7,554,734    3,338,073 
               
Loss before income taxes      (12,084,590)   (6,163,330)
               
Income tax    13          
Net loss       (12,084,590)   (6,163,330)
               
Revaluation loss (gains) on digital currency
   12   328,261    (1,061,402)
(Gain) loss on translation of foreign operations       (316,084)   1,465,752 
        12,177    404,350 
               
Total comprehensive loss       (12,096,767)   (6,567,680)
               

Loss per share

              
Basic   13   (0.28)   (0.18)
Diluted   13   (0.28)   (0.18)

 

 

 

The accompanying notes form an integral part of these consolidated financial statements Page 3 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Interim condensed consolidated statement of financial position

As at December 31, 2025 and September 30, 2025 

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

  

      December 31,   September 30, 
   Note  2025   2025 
        $    $ 
ASSETS              
Non-current              
Property, plant and equipment   18   27,734,514    28,556,661 
Construction in progress   16, 18   3,183,568    3,377,689 
Right-of-use assets   19   2,937,024      
Restricted cash   21(c)   2,000,000    2,000,000 
Prepaids and deposits, non-current portion       1,569,524    1,590,551 
        37,424,630    35,524,901 
Current
Indirect taxes recoverable   17   1,033,369    534,992 
Prepaids and deposits       6,234,821    72,035 
Accounts receivable   22        380,093 
Digital currency   12   1,474,415    753,211 
Cash held in trust       2,336,631    2,973,500 
Cash and cash equivalents       8,121,992    2,501,986 
        19,201,228    7,215,817 
               
TOTAL ASSETS       56,625,858    42,740,718 
               

EQUITY AND LIABILITIES 

              
Equity
Share capital   23   114,390,263    101,014,316 
Contributed surplus   12,21(c),21(d)   18,956,519    6,840,775 
Debenture reserve   20(c)   54,733    54,733 
Accumulated other comprehensive loss       (13,491,462)   (13,479,285)
Accumulated losses       (93,664,418)   (81,579,828)
Total equity       26,245,635    12,850,711 
               

Non-current liabilities 

              
Settlement liability, non-current portion   21(a)   1,276,411    1,641,501 
Loans payable, non-current portion   21(c)   6,523,619    14,682,013 
Lease liability, non-current portion   21(b)   2,176,446      
Convertible promissory note   21(d)   2,556,408      
        12,532,884    16,323,514 
Current liabilities
Accounts and other payables   20(a),21(a)   7,643,632    7,309,701 
Contingent consideration payable   14   1,760,547    1,760,547 
Settlement liability, current portion   21(a)   1,218,679    1,222,364 
Loans payable, current portion   21(c)   1,865,524    1,554,867 
Related party advances   20(a)   148,800    150,794 
Convertible debentures   20(c)   1,630,463    1,568,220 
Derivative liability   21(b),21(d)   3,579,694      
        17,847,339    13,566,493 
               
Total liabilities        30,380,223    29,890,007 
               
TOTAL EQUITY AND LIABILITIES       56,625,858    42,740,718 

                 

GOING CONCERN 

   

2(b)

             
CONTINGENT LIABILITIES     24              
SUBSEQUENT EVENTS     27              
                     
APPROVED ON BEHALF OF THE BOARD                    

 

 

Mohammed Sa/ah S. Bakhashwain

 

 

 

The accompanying notes form an integral part of these consolidated financial statements Page 4 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Interim condensed consolidated statement of changes in shareholders' equity

For the three-month periods ended December 31, 2025 and December 31, 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

   Note   Share
capital
   Contributed
surplus
   Debenture
reserve
   Accumulated other comp-rehensive
loss
   Accumulated
losses
     Total
equity
 
        $    $    $    $    $     $  
                                     
Balance at September 30, 2024       81,662,446    8,193,421    54,733    (11,054,084)   (65,031,486)    13,825,030  
                                     
Subscriptions  23(a)   4,703,000                        

4,703,000

 
Exercised RSUs  11(a)   657,491    (657,491)                       
Share based expenses  11    50,000                         50,000  
Total comprehensive loss for the year                      404,350    (6,163,330)    (5,758,980)  
Balance, at December 31, 2024       87,072,937    7,535,930    54,733    (10,649,734)   (71,194,816)    12,819,050  
                                     
Balance, at September 30, 2025       101,014,316    6,840,775    54,733    (13,479,285)   (81,579,828)    12,850,711  
Share based expenses  11, 20(a)         12,708,387                    12,708,387  
Exercised RSUs  11, 23(b)    11,453,464    (11,453,464)                       
Exercised warrants  20(c),21(d)   195,873                         195,873  
Exercised convertible debt  20(d)   264,018                         264,018  
Shares issued for services  11, 23(b)    854,885    (842,902)                   11,983  
Subscriptions  23(a)   607,707                         607,707  
Issuance of warrants  20(c),20(d),23(d)        11,703,723                    11,703,723  
Total comprehensive loss for the year                      (12,177)   (12,084,590)    (12,096,767)  
Balance, at December 31, 2025       114,390,263    18,956,519    54,733    (13,491,462)   (93,664,418)    26,245,635  

 

 

 

The accompanying notes form an integral part of these consolidated financial statements Page 5 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Interim condensed consolidated statement of cash flows  

For the three-month periods ended December 31, 2025 and December 31, 2024    

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

    2025    2024 
      $    $ 
             
CASH FROM (USED IN) OPERATING ACTIVITIES          
Net loss for the period    (12,084,590)   (6,163,330)
Adjustment for non-cash items:          
Share-based expenses    12,708,387    50,000 
Depreciation of property, plant and equipment   2,347,226    3,031,085 
Amortization of right-of-use assets    72,218    214,642 
Shares issued for services rendered    11,983      
Recognition of ROU asset    (3,009,242)     
Recognition of lease liability    3,916,032      
Interest on long-term debt    3,071,976      
Interest on settlement liability    231,223      
Interest on convertible debt    62,243    51,002 
Equity classification of loan proceeds   (3,332,850)     
Interest on lease liability   53,947      
Operating cash flow before changes in non-cash working capital    4,048,553    (2,816,601)
           
Adjustment for non-cash oorking capital:          
Indirect taxes recoverable   (498,377)   (766,432)
Prepaids and deposits   (6,141,758)   (1,020,851)
Accounts receivable    380,093    (298,389)
Digital currencies   (7,591,018)   (8,063,461)
Accounts and other payables   333,931    (125,000)
Settlement liability, current portion        594,101 
    (9,468,576)   (12,496,633)
           

CASH (USED IN) FROM INVESTING ACTIVITIES

          
Purchase of property, plant, and equipment   (1,330,958)   (2,873,792)
Proceeds on sale of digital assets    6,541,553    7,618,905 
    5,210,595    4,745,113 
           

CASH FROM (USED IN) FINANCING ACTIVITIES

          
Issuance of common shares    607,707    4,703,000 
Payment of settlement liability    (650,000)     
Repayment on long term debt    (350,000)     
Loan proceeds received, net    8,245,000      
Advance (repayment) of related party balances    (1,994)   131,940 
Repayment of lease liability   (1,793,533)   (30,172)
Cash interest paid   (1,111,137)     
Convertible promissory note proceeds    3,928,990    917,075 
    8,875,033    5,721,843 
           
Net change in cash and cash equivalents    4,617,052    (2,029,677)
           
Cash held in trust, beginning of period    2,973,500      
Cash and cash equivalents, beginning of period    2,501,986    687,226 
Effects of exchange rate changes on cash and cash equivalents    366,085    1,726,147 
    10,458,623    383,696 
Cash held in trust, end of period    2,336,631      
Cash and cash equivalents, end of period    8,121,992    383,696 

 

 

 

The accompanying notes form an integral part of these consolidated financial statements Page 6 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

1.GENERAL INFORMATION

 

Bitzero Holdings Inc. (the "Company" or "Bitzero") was incorporated under the Canada Business Corporations Act on August 26, 2006 and was continued into British Columbia under the Business Corporations Act (British Columbia) on June 4, 2024. The Company's head and registered office is located at Suite 1100, One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia V7X 1M5.

 

Bitzero has cryptocurrency mining activities in Norway, solely focused on the mining of Bitcoin. The business of Bitcoin mining focuses on the utilization of specialized equipment to solve complex computational problems to validate transactions on the Bitcoin blockchain and receiving Bitcoin in return for successful services.

 

These mining activities are conducted by Exanorth AS ("Exanorth"), a Norwegian limited liability entity that is a wholly owned subsidiary of Bitzero Holdings Inc., which holds a data center in Norway (the "Data Center") for the provision of data processing services for the mining of digital currency.

 

(a)Reverse takeover

 

On November 19, the Company completed a reverse takeover transaction pursuant to the terms of an amalgamation agreement dated November 3, 2025, among WBM Capital Corp. ("WBM"), 1555476 B.C. Ltd. ("155 BC"), a wholly owned subsidiary of WBM, and Bitzero Blockchain Inc. ("Blockchain"). Under the transaction, Blockchain amalgamated with 155 BC to form an amalgamated corporation that become a wholly owned subsidiary of WBM. In connection with the transaction, WBM changed its corporate name to "Bitzero Holdings Inc." and the Company completed a 10-for-1 common share consolidation. All share and per share information presented in these condensed interim financial statements have been adjusted retrospectively to reflect the share consolidation.

 

2.BASIS OF PREPARATION

 

(a)Statement of compliance

 

The interim condensed consolidated financial statements of the Company have been prepared in accordance with International Accounting Standards ("IAS") 34 - Interim Financial Reporting prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee ("IFRIC"). These interim condensed consolidated financial statements do not include all of the information required for full annual consolidated financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended September 30, 2025. These interim condensed consolidated financial statements were approved by the Board of Directors on February 24, 2026.

 

(b)Going concern

 

The directors have, at the time of approving the interim condensed consolidated financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the consolidated financial statements.

 

 

 

  Page 7 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

2.BASIS OF PREPARATION (CONT'D)

 

(b)Going concern (cont'd)

 

As at December 31, 2025, the Company had an accumulated deficit of $93,664,418 (2025 - $81,579,828) and has working capital surplus of $1,353,889 (2025 - deficit of $6,350,676). Whether and when the Company can generate sufficient cash flows to pay for its expenditures and settle its obligations as they fall due is uncertain.

 

To address the going concern risk, the Company continues to seek equity financing alternatives to support ongoing operations, monitor general and administrative expenses compared to budget, and optimize its operating processes. Further details regarding subsequent equity raises are provided in Note 25.

 

(c)Basis of consolidation

 

These interim condensed consolidated financial statements include the accounts of the Company and subsidiaries. Subsidiaries are entities controlled by the Company. The financial transactions of subsidiaries are included in the consolidated financial statements from the date control is obtained. Control occurs when the Company is exposed to, or has the right to, variable returns from its involvement with an investee and has the ability to affect those returns through its power over the investee.

 

lntercompany balances, transactions, income, and expense are eliminated and gains or losses on intercompany transactions are eliminated. Where the Company does not own 100% of the subsidiary or associate, non-controlling interest is classified as a component of equity.

 

The accounting policies of subsidiaries are the same as those of the Company.

 

Subsidiary

Ownership at 31-Dec-25

Ownership at 30-Sep-25

Country of incorporation

Bitzero Blockchain Inc. 100% 100% Canada
Exanorth AS 100% 100% Norway
Bitzero Inc. 100% 100% Barbados
Bitzero ND I 100% 100% United States
Bitzero ND II 100% 100% United States
Zetanorth AS 100% 100% Norway
Bitzero Finland Oy 100% 100% Finland

 

(d)Presentation and functional currency

 

These interim condensed consolidated financial statements are presented in United States Dollars ("$"), which is the Company's functional currency. Foreign operations are included in accordance with the policies set out in Note 5. The functional currency of all subsidiaries is the United States Dollar except for Exanorth and Zetanorth AS, whose functional currency is the Norwegian Krone ("kr") and Bitzero Finland Oy, whose functional currency is the Euro ("€").

 

 

 

Page 8 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

3.MATERIAL ACCOUNTING POLICY INFORMATION

 

(a)New and revised IFRS Accounting Standards in issue but not yet effective

 

At the date of authorisation of these consolidated financial statements, the Company has not applied the following new and revised IFRS Accounting Standards that have been issued but are not yet effective for the Company's consolidated financial statements for the periods presented:

 

IFRS 18: Presentation and Disclosure in Financial Statements

 

IFRS 18 is a comprehensive new standard on presentation and disclosure that will modify the structure and content of the primary consolidated financial statements and related notes. It is expected to affect presentation and disaggregation, including new defined subtotals in the statement of profit or loss.

 

Application for IFRS 18 is required for annual reporting periods beginning on or after January 1, 2027. The Company does not intend to early apply IFRS 18 and plans to apply it starting on October 1, 2027.

 

The Company is in the process of reviewing the impact of IFRS 18 on its consolidated financial statements in future periods.

 

4.REVERSE TAKEOVER

 

On November 19, 2025, the Company completed a reverse takeover transaction (the "Reverse Takeover") pursuant to the terms of an amalgamation agreement dated November 3, 2025, among WBM, 155 BC, a wholly owned subsidiary of WBM, and Blockchain. The Reverse Takeover was completed by way of a triangular amalgamation under the Business Corporations Act (British Columbia) whereby Blockchain amalgamated with 155 BC to form the amalgamated corporation, which became a wholly owned subsidiary of WBM.

 

(a)Accounting for the Reverse Takeover

 

Although WBM is the legal parent, Blockchain is the accounting acquirer because the former shareholders of Blockchain obtained control of the combine entity following completion of the Reverse Takeover. Accordingly, these condensed consolidated interim financial statements are presented as a continuation of Blockchain, and the comparative figures presented are those of Blockchain and its subsidiaries.

 

The Company determined that WBM did not meet the definition of a business for accounting purposes. As a result, the Reverse Takeover is not accounted for as a business combination. Instead, the transaction is accounted for as a share-based payment in accordance with IFRS 2, whereby Blockchain is deemed to have issued equity instruments in exchange for (i) the identifiable net assets of WBM and (ii) the service of obtaining WBM's public listing status. The excess of the fair value of the deemed equity instruments issued over the fair value of the identifiable net assets acquired is recognized as a listing expense in profit or loss.

 

As part of the Reverse Takeover, the Company completed a 10-for-1 common share consolidation. All share and per share information presented in these condensed consolidated interim financial statements has been adjusted retrospectively to reflect the share consolidation.

 

 

 

Page 9 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

4.REVERSE TAKEOVER (CONT'D)

 

(b)Deemed consideration and listing expense

 

For purposes of accounting for the Reverse Takeover, the fair value of the consideration deemed transferred was measured by reference to the fair value of WBM common shares held by WBM's pre-transaction shareholders immediately following completion of the Reverse Takeover. WBM had 250,000 common shares issued and outstanding immediately prior to the Reverse Takeover and issued an additional 4,112,954 common shares prior to completion of the Reverse Takeover to settle indebtedness, resulting in 4,362,954 WBM common shares outstanding.

 

The fair value of the deemed consideration was calculated as 4,362,954 WBM common shares multiplied by an estimated fair value per share of approximately $0.0355 (USD), resulting in total deemed consideration of $154,886. The Company acquired cash of $11,984 as the identifiable net assets of WBM. WBM accounts payable of $94,068 was settled as part of the transaction steps and was not assumed at the Reverse Takeover date. The excess of the deemed consideration over the identifiable net assets acquired was recognized as a listing expense.

 

A summary of the consideration and net assets acquired is as follows:

 

   Amount 
    $ 
      
Fair value of deemed consideration (WBM shares)   154,886 
      
Fair value of consideration acquired Cash   11,984 
Excess of deemed consideration over net assets acquired   142,902 

 

(c)Equity presentation

 

For equity presentation purposes, the consolidated share capital structure reflects that of WBM as the legal parent, while the retained earnings (accumulated deficit) and other reserves reflect those of Blockchain immediately prior to the Reverse Takeover. WBM's pre-combination equity balances do not carry forward in the consolidated financial statements.

 

5.OPERATING SEGMENTS

 

In measuring its performance, the Company does not distinguish or group its operations on a geographical or any other basis and accordingly has a single reportable operating segment. Management has applied judgment by aggregating its operating segments into one single reportable segment for disclosure purposes. Such judgment considers the nature of the operations and an expectation of operating segments within a reportable segment with similar long-term economic characteristics.

 

The Company's Chief Executive Officer is the chief operating decision-maker and regularly reviews the Company's operations and performance on an aggregate basis. The Company does not have any significant customers or any significant groups of customers.

 

 
 
Page 10 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

5.OPERATING SEGMENTS (CONT'D)

 

For the periods ended December 31, 2025 and 2024, the Company presents one reportable operating segment as the entirety of the Company's non-current assets are domiciled in Norway and the entirety of the Company's revenue is generated from its operations in Norway.

 

While non-operating liabilities and equity financing activities are primarily located in North America, this geographic distinction does not alter the conclusion that the Company has a single reportable segment.

 

6.REVENUE

 

The Company derives its revenue from contracts with customers for the transfer of services. The provision of digital asset mining services are recognized over time.

 

7.DIRECT COSTS

 

   For the 3 months ended 31-Dec-25   For the 3 months ended 31-Dec-24 
    $    $ 
           
Utilities   3,352,155    2,687,450 
Depreciation of property, plant and equipment   2,347,226    3,031,085 
Amortization of right-of-use assets   997,039    214,642 
Salaries and wages   128,746    65,163 
Remote monitoring and support services   72,218    29,388 
Small equipment rental   27,494    35,075 
    6,924,878    6,062,803 

 

 

 

Page 11 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

8.ADMINISTRATIVE EXPENSES

 

         
   For the 3 months
ended
   For the 3 months
ended
 
   31-Dec-25   31-Dec-24 
    $    $ 
           
Legal fees   557,247    594,714 
Consulting fees   201,737    387,555 
Occupancy costs   117,323    22,037 
Travel   110,001    60,032 
Professional fees   91,161    111,059 
Insurance   36,724    19,256 
Subcontracts   21,590    21,247 
Office and general   14,096    11,770 
Settlements and penalties        58,426 
    1,149,879    1,286,096 

 

9.FINANCE COSTS

 

         
   For the 3 months
ended
   For the 3 months
ended
 
   31-Dec-25   31-Dec-24 
    $    $ 
           
Interest on loans and other payables   3,157,902    54,495 
Bank charges   288,899    2,407 
Interest on lease liabilities   53,947    72,172 
Finance income   (924)   (1,554)
    3,499,824    127,520 

 

10.MARKETING EXPENSES

 

           
    

For the 3 months

ended

    

For the 3 months

ended

 
    31-Dec-25    31-Dec-24 
    $    $ 
           
Public relations   390,701      
rv1arketing and promotion   37,673    250,000 
Other   22,639    16,404 
Advertising        8,805 
    451,013    275,209 

 

 

 

Page 12 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

11.SHARE-BASED EXPENSES

 

             
       For the 3 months   For the 3 months 
       ended   ended 
   Note   31-Dec-25   31-Dec-24 
        $    $ 
               
Restricted stock units  (a)    11,344,063      
Stock options  23(c)   521,422      
Shares issued for services  4, 21(b)    842,902    50,000 
        12,708,387    50,000 

 

(a)Restricted stock units

 

The Company's 2022 Restricted Share Unit Plan (the "RSU Plan") allows the Company to award restricted share units to officers, employees, directors and consultants of the Company upon such conditions as the Board may establish, including the attainment of performance goals recommended by the Company's compensation committee. RSUs are equity-settled and, upon vesting, are settled through the issuance of common shares of the Company, net of any statutory withholdings, where applicable.

 

The purchase price for common shares of the Company issuable under each Restricted Share Unit (''RSU") award, if any, shall be established by the Board at its discretion. Common shares issued pursuant to any RSU award may be made subject to vesting conditions based upon the satisfaction of service requirements, conditions, restrictions, time periods or performance goals established by the Board.

 

The RSUs are recognized as share-based compensation expense over the vesting period which is the lesser of: (i) the occurrence of one of the pre-defined liquidity events in the RSU notice, and (ii) 5 years after the grant date.

 

In connection with the reverse takeover transaction completed during the period, outstanding RSUs were adjusted to represent rights to receive common shares of the legal parent and were subject to the 10-for-1 consolidation in accordance with the transaction terms.

 

 

 

Page 13 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

11.SHARE-BASED EXPENSES (CONT'D)

 

(a)Restricted stock units (cont'd)

 

A continuity of RSUs is as follows:

 

    RSUs   RSUs     
    Granted   Vested   Amount 
     #    #    $ 
                 
September 30, 2024    34,596,100    12,571,233    12,842,332 
Issued                
Vested                

Exercised 

    (3,000,000)   (3,000,000)   (657,491)
     31,596,100    9,571,233    12,184,841 
Share consolidation ratio    0.10    0.10    1.00 
December 31, 2024    3,159,610    957,123    12,184,841 
                 

September 30, 2025

    48,476,100    9,571,233    17,255,001 

Issued 

    1,000,000         400,000 
Vested         35,654,867      
Exercised    (45,226,100)   (45,226,100)   (11,453,464)
     4,250,000         6,201,537 
Share consolidation ratio    0.10    0.10    1.00 
December 31, 2025    425,000         6,201,538 

 

During the period ended December 31, 2025, share-based compensation expense for the Company's RSUs was $11,344,064 (2024 - nil). The fair value of each share-based payment transactions was estimated on the date of the grant, based on the present value of the underlying equity, with the following weighted-average assumptions:

 

   Oct 14, 2025 
      
Estimated stock price at time of grant  $0.40 
Number of periods to exercise, in years   0.10 
Compounded risk-free rate   n/a 
Dividend yield   0.00%
Exercise price  $ 
Volatility   115%
Discount for lack of marketability   0.00%

 

As at December 31, 2025 a total of 425,000 had vested and were outstanding (2024 - 9,571,233 RSUs on a pre-consolidation basis, equivalent to 957,123 on a post-consolidation basis).

 

12.DIGITAL CURRENCY

 

The Company holds digital currencies, consisting of Bitcoin cryptocurrency, which are accounted for as intangible assets with an indefinite useful life in accordance with IAS 38. The digital currencies are initially recognized at cost and subsequently measured at fair value.

 

 

 

Page 14 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

12.DIGITAL CURRENCY (CON'TD)

 

The Company revalues its digital currencies at the end of each reporting period based on their fair value. The fair value is determined using the quoted price in an active market at the reporting date. Any revaluation gain or loss arising from changes in the fair value is recognized in the consolidated statements of loss and comprehensive loss.

 

The table below reconciles the opening and ending balances of digital assets in USD:

 

   Coins   Amount 
    #    $ 
           
Balance, as at September 30, 2024   38.01    2,490,936 
           

Cryptocurrency mined, net of pool mining fees

   256.76    25,073,401 
Sold   (284.40)   (27,836,486)
Other1   (2.76)   (1,254,048)
Foreign exchange adjustment        (3,580)
Realized gain        1,593,273 
Revaluation gain        689,715 
Balance, as at September 30, 2025   7.61    753,211 
Cryptocurrency mined, net of pool mining fees   75.71    7,495,738 
Sold   (70.01)   (6,541,553)
Other   4.40    112,983 
Foreign exchange adjustment        3,595 
Realized gain        (21,298)
Revaluation gain        (328,261)
Balance, as at December 31, 2025   17.71    1,474,415 

 

1In December 2024, a lender paid $917,075 in the form of 9.21 BTC to a supplier on behalf of the Company. In June 2025, the Company repaid the lender $1,254,048 in the form of 11.97 BTC which included interest of $336,973.

 

13.INCOME TAX

 

The Company has assessed its tax position as at September 30, 2025, and for the year then ended. Based on this assessment, the Company has determined that there is no income tax expense for the current reporting period.

 

The reconciliation of the Canadian statutory income tax rate to the effective tax rate is as follows:

 

   2025   2024 
Net loss before income taxes   (12,084,590)   (6,163,330)
Statutory tax rate   26.5%   26.5%
Statutory income tax recovery   (3,202,416)   (1,633,282)
Non-deductible expenses          
Non-taxable income          
Tax loss carry forward   (3,202,416)   (1,633,282)
Non-recognition of income tax recovery on losses   3,202,416    1,633,282 
Income tax expense          

 

 

 

Page 15 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

13.INCOME TAX (CONT'D)

 

The Company performs its income tax reconciliation using the effective income tax rate of the parent, which is 26.5%. The Company's operating subsidiary's effective income tax rate is 22%. A continuity of losses at the parent level is as follows:

Year of losses   Year of expiry   Amount 
        $ 
          
2021   2041    4,251,671 
2022   2042    10,096,810 
2023   2043    3,235,798 
2024   2044    1,633,282 
2025   2045    4,385,311 
2026   2046    3,202,416 
         26,805,289 

The Company recognizes a valuation allowance in the full amount of the tax loss carry forward as at December 31, 2025 and 2024.

 

In accordance with IAS 12, Income Taxes, the Company recognizes deferred tax assets only when it is probable that sufficient taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits can be utilized. As of the reporting date, the Company concluded that such criteria were not met. Due to the uncertainty regarding the realization of deferred tax assets in future periods, the Company has not recognized any deferred tax assets in the consolidated financial statements.

 

14.ACQUISITIONS

 

(a)Exanorth AS

 

On August 6, 2021, the Company entered into an arrangement with a third party to acquire call options on the issued and outstanding shares of Exanorth AS, along with various rights to lease real estate property on which Exanorth AS conducted its operations, for aggregate consideration of $12,556,913. The Company used the Black-Scholes option pricing model to determine the fair value of the call options as follows: exercise prices of €15,504 to €65,804 (15,192 USD to 64,481 USD) per share; the expected volatility of its common shares was set at 20 to 42% using historical volatility of comparable public companies; the risk-free interest rate was set at -0.04 to 0.54% based on the yield available on government benchmark bonds; the expected life was set at 1.1577 to 1.1761 years; and the dividend yield was set at 0%.

 

Call options on 66% of Exanorth AS were exercised in conjunction with a Share Purchase Agreement and its subsequent amendments dated October 22, 2021 and included transfers of common shares of the Company, deferred cash consideration, settlement of pre-existing loans, and transaction costs, totaling $8,457,415 in aggregate fair market value.

 

The remaining 34% was acquired by way of execution of a call option on the remaining 102 shares in Exanorth AS on October 29, 2021 which required the Company to pay $2,547,160 prior to February 25, 2022. Considering the short amount of time before execution of the option and the payment of consideration, no discount was applied.

 

 

 

Page 16 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

14.ACQUISITIONS (CONT'D)

 

(a)Exanorth AS (cont'd)

 

As part of consideration in the acquisition of the 34%, contingent consideration, dependent on future performance of the Company in the public market, was included and presented as a liability. As the contingent consideration would only result in additional cash consideration to be paid in such an event, management concluded that the acquisition of Exanorth AS had completed.

 

Its fair value was determined to be $1,552,338 based on a third-party valuation report along with management's best estimate of the likelihood of occurrence of said future performance at the reporting date. The contingent consideration was revalued during 2023 to $1,760,547 resulting in a gain of $139,453.

 

As at December 31, 2025 (2024 - nil), there has been no further change to the fair value of the contingent consideration, as there have been no changes in the underlying circumstances affecting management's previous estimate of fair value.

 

(b)Bitzero Finland Oy

 

On January 23, 2025, the Company purchased 100 shares of Bitzero Finland Oy (formerly Ahold XVIII Oy), domiciled in Finland, representing 100% of issued share capital of the acquiree. The Company's intent is to expand its operations into Finland at a later date.

 

15.LOSS PER SHARE

 

   2025   2024 
    $    $ 
           
Basic net loss per share          
Numerator          
Net loss attributable to shareholders   (12,084,590)   (6,163,330)
Denominator          
Weighted-average common shares outstanding   43,777,831    33,850,540 
Basic net loss per share attributable to shareholders   (0.28)   (0.18)
Diluted net loss per share attributable to shareholders   (0.28)   (0.18)

 

All per share amounts and weighted-average common shares outstanding have been adjusted retrospectively to reflect the 10-for-1 share consolidation effected during the period.

 

16.CONSTRUCTION IN PROGRESS

 

Construction in progress consists of buildings, utilities and other infrastructure which is in the process of being constructed for use in continuing operations. As at and for the period ended December 31, 2025, these assets have not yet been deployed in the active business, and as such have not been amortized.

 

Refer to Note 18 for these details.

 

 

 

Page 17 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

17.INDIRECT TAXES RECOVERABLE

 

Indirect taxes recoverable consists of all accounts tracking value-added taxes payable and recoverable

 

   December 31,   September 30, 
   2025   2025 
    $    $ 
           
VAT recoverable   775,523    227,282 
GST/HST recoverable   273,055    322,550 
Advance tax withholding   (15,209)   (14,840)
    1,033,369    534,992 

 

The VAT recoverable was derived from the business operations of Exanorth. The GST/HST recoverable is derived from the portion of sales taxes paid by Bitzero Blockchain Inc. that are eligible for recovery in connection with its role as a management company providing services to the Company during the period ended December 31, 2025 and 2024.

 

 

 

Page 18 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

18.PROPERTY, PLANT AND EQUIPMENT

 

   Land   Buildings   Private utilities   Technology infrastructure   Mining Equipment   Sub-total   Construction-in-progress   Total 
    $    $    $    $    $    $    $    $ 
                                         
COST                                        
Balance, September 30, 2024   452,000    1,399,019    9,478,650    1,155,866    35,960,697    48,446,232    5,100,145    53,546,377 
Additions (Note (a))   145,334    184,172    1,237,353    14,297    18,444,624    20,025,780    (1,360,740)   18,665,040 
Translation adjustments   38,633    19,717    328,916    3,800    4,903,001    5,294,067    (361,716)   4,932,351 
Balance, September 30, 2025   635,967    1,602,908    11,044,919    1,173,963    59,308,322    73,766,079    3,377,689    77,143,768 
Additions   1,068,943    64,813    78,525    13,776         1,226,057    (153,356)   1,072,701 
Disposals                       (432,184)   (432,184)        (432,184)
Translation adjustments   284,150    17,229    20,874    3,662    (114,884)   211,031    (40,765)   170,266 
Balance, December 31, 2025   1,989,060    1,684,950    11,144,318    1,191,401    58,761,254    74,770,983    3,183,568    77,954,551 
                                         
ACCUMULATED AMORTIZATION                                        
Balance, September 30, 2024        575,353    1,334,178    125,978    26,844,237    28,879,746         28,879,746 
Additions        74,205    654,719    71,893    10,669,942    11,470,759         11,470,759 
Translation adjustments        15,733    138,814    15,243    2,262,249    2,432,039         2,432,039 
Balance, September 30, 2025        665,291    2,127,711    213,114    39,776,428    42,782,544         42,782,544 
Additions        21,440    211,284    3,800    2,110,702    2,347,226         2,347,226 
Translation adjustments        (4,240)   (48,446)   16,484    (483,973)   (520,175)        (520,175)
Balance, December 31, 2025        682,491    2,290,549    233,398    41,403,157    44,609,595         44,609,595 
                                         
ACCUMULATED IMPAIRMENT                                        
Balance, September 30, 2024        60    217,698    7,835    2,201,281    2,426,874         2,426,874 
Balance, September 30, 2025        60    217,698    7,835    2,201,281    2,426,874         2,426,874 
Balance, December 31, 2025        60    217,698    7,835    2,201,281    2,426,874         2,426,874 
                                         
NET BOOK VALUE                                        
Balance, September 30, 2024   452,000    823,606    7,926,774    1,022,053    6,915,179    17,139,612    5,100,145    22,239,757 
Balance, September 30, 2025   635,967    937,557    8,699,510    953,014    17,330,613    28,556,661    3,377,689    31,934,350 
Balance, December 31, 2025   1,989,060    1,002,399    8,636,071    950,168    15,156,816    27,734,514    3,183,568    30,918,082 

 

 

 

Page 19 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

19.RIGHT-OF-USE ASSETS

 

Exanorth AS previously held a right-of-use asset arises from a contract to lease equipment to be deployed and utilized at the data mining center. This right-of-use asset was depreciated using straight-line method from the commencement date of the lease to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, which is 34 months. This lease was cancelled as part of the settlement agreement with the customer during the period ended September 30, 2025.

 

The Company's right-of-use assets also includes office leases entered into by Bitzero ND I, LLC and Bitzero ND 11, LLC. These office leases are for the North Dakota office space locations which have been leased for a period of 60 months. The lease for Bitzero ND 11, LLC was cancelled during the year ended September 30, 2024. The lease for Bitzero ND I LLC was cancelled during the year ended September 30, 2025, resulting in a loss of $113,089.

 

The following tables summarize the Company's right-of-use assets:

 

   Opening   Additions   Closing 
December 31, 2025  balance   (dispositions)   balance 
    $    $    $ 
                
COST        3,916,032    3,916,032.00 
Mining equipment               
Transformer housing and container for Exanorth               
Office space for ND I               
Office space for ND II               
         3,916,032    3,916,032 
                
ACCUMULATED AMORTIZATION               
Mining equipment        (979,008)   (979,008)
Transformer housing and container for Exanorth               
Office space for ND I               
Office space for ND II               
         (979,008)   (979,008)
                
NET BOOK VALUE               
Mining equipment        2,937,024    2,937,024 
Transformer housing and container for Exanorth               
Office space for ND I               
Office space for ND II               
         2,937,024    2,937,024 

 

 

 

Page 20 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

19.RIGHT-OF-USE ASSETS (CONT'D)

  

     Opening   Additions   Closing 
  September 30, 2025  balance   (dispositions)   balance 
      $    $    $ 
                  
  COST               
  Transformer housing and container for Exanorth   2,485,297    (2,485,297)     
  Office space for ND I   289,133    (289,133)     
  Office space for ND II               
      2,774,430    (2,774,430)     
                  
  ACCUMULATED AMORTIZATION               
  Transformer housing and container for Exanorth   1,719,554    (1,719,554)     
  Office space for ND I   118,217    (118,217)     
  Office space for ND II               
      1,837,771    (1,837,771)     
                  
  NET BOOK VALUE               
  Transformer housing and container for Exanorth   765,743    (765,743)     
  Office space for ND I   170,916    (170,916)     
  Office space for ND II               
      936,659    (936,659)     

 

20.RELATED PARTY DISCLOSURES

 

(a)Key management personnel transactions

 

Key management includes the Company's directors, officers and any consultants with the authority and responsibility for planning, directing, and controlling the activities of an entity, directly or indirectly, and includes Chief Executive Officer, Chief Financial Officer, Chief Technical Officer. Amounts owing to related parties consists of amounts due to key management.

 

During the periods ended December 31, 2025 and 2024, key management personnel compensation consisted of short-term and long-term benefits and remuneration, and was classified as follows:

 

         
   For the 3 months   For the 3 months 
   ended   ended 
   31-Dec-25   31-Dec-24 
         
Total compensation paid to key management   166,433    123,888 
Share-based payments   7,776,463      
    7,942,896    123,888 

 

 

 

Page 21 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

20.RELATED PARTY DISCLOSURES (CONT'D)

 

(a)Key management personnel transactions (cont'd)

 

As of December 31, 2025 and September 30, 2025, amounts due to related parties consisted of the following:

 

   December 31,
2025
   September 30,
2025
 
    $    $ 
           
Balances included in accounts and other payables        95,758 
Related party advances   148,800    150,794 

 

The balances are unsecured, due on demand and bear no interest, unless otherwise disclosed.

 

(b)Key management dispute

 

The Company filed a lawsuit against its former CEO, for employment-related matters. The former CEO has filed a countersuit for damages against the Company. The likelihood and magnitude of the amounts in dispute are not determinable as at the date of these consolidated financial statements and, as such, no provision has been recorded thereon.

 

(c)Convertible debentures

 

On August 10, 2021, the Company obtained an unsecured convertible loan from the Company's CEO, ("CEO Loan"), in the principal amount of $1,000,000. The CEO Loan shall bear no interest prior to the maturity date. As and from the maturity date, any outstanding balance of the loan shall bear interest at an annual rate of 15% per annum, compounded semi-annually. The Company must repay the loan immediately upon the earliest of the date (the "Maturity Date") of the occurrence of the following events: (i) the Company receiving gross funds from investors participating in the Company's current round of equity financing totaling $10,000,000 or more, or (ii) the Company having public market value/capitalization on a recognized Canadian stock exchange of at least $50,000,000 or (iii) CEO ceasing to be the Chairman and CEO of the Company for any reason whatsoever, other than his voluntary resignation.

 

After the Maturity Date, the Company may also elect, at its sole discretion, to convert the amount of the loan in whole or in part into common shares of the Company at a price of CAD $0.40 per common share.

 

The Company allocated the proceeds of $1,000,000 as follows: first to liability component for $945,267, with the residual value to the equity component for $54,733. The debenture has not been converted or repaid subsequent to the period end.

 

During the period-ended December 31, 2025, interest expense of $57,471 (2024 - $51,002) was recorded on this balance.

 

 

 

Page 22 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

21.BORROWINGS AND PAYABLES

 

(a)Accounts and other payables

 

   December 31,
2025
   September 30,
2025
 
    $    $ 
           
Trade payable   6,001,453    4,818,584 
Accrued liabilities   1,594,828    2,456,989 
Wages and remittances payable   47,351    34,128 
Settlement amount due, current portion   1,218,679    1,222,364 
Settlement amount due, non-current portion   1,276,411    1,641,501 

 

The Company entered into a settlement agreement with a customer, for hosting services, relating to deposits received in advance amounting to $5.1 million approximately. The deposit related to increase in megawatt supply and related services. The Company has paid $500,000 in March 2025, $561,680 upon receipt of deposits from the Company's energy provider, and the remaining amount in 27 monthly installments of $150,000 until July 2027; the impact of discounting amounting to $1,252,663 (2025 - nil) is presented in statement of loss and comprehensive loss as a separate line item (see Note 22 for other terms of settlement).

  

The undiscounted payment schedule, discounted value, and segregation between current and non-current portions of the settlement amount are as follows:

 

Year   Amount 
    $ 
      
2026    1,650,000 
2027    1,000,000 
2028    590,688 
Settlement value, undiscounted    3,240,688 
       

Discount rate

    20%
Settlement value, discounted    2,495,090 
       

Current portion

    1,218,679 
Non-current portion    1,276,411 

 

 

 

Page 23 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

21.BORROWINGS AND PAYABLES (CONT'D)

 

(b)Lease liabilities

 

The Company has entered into several lease agreements in accordance with IFRS 16, Leases, pertaining to its right-of-use assets (Note 19). As of December 31, 2025, the liabilities arising from these leases were assessed as follows:

 

   December 31,   September 30, 
   2025   2025 
    $    $ 
           
Opening aggregate lease liability        2,117,539 
Recognition of lease liability   3,916,032      
Cancellations        (2,159,539)
Interest   53,947    72,172 
Repaid during the year   (1,793,533)   (30,172)
Closing aggregate lease liability   2,176,446      
           
Current portion          
Non-current portion   2,176,446      

 

The weighted average incremental rates during the period ended December 31, 2025 is 15% (2024 - 15%) per annum.

 

(c)Senior secured loan

 

In June 2025, Bitzero Blockchain Inc. entered into a senior secured loan and guaranty agreement with a syndicate of lenders providing for up to $25 million in debt financing, to be advanced in two tranches. The initial tranche of $17,510,000 was approved and net proceeds of $16,190,944 were received on August 1, 2025, after deducting the original issue discount and professional fees.

 

The delayed draw advance of $8,245,000 was funded on November 24, 2025. The lenders were not obligated to fund the delayed draw, and the advance was subject to (i) timely delivery of a borrowing notice, (ii) total delayed draw borrowings not exceeding the available capacity, (iii) completion of due diligence, site visits and underwriting and receipt of credit approval, and (iv) the absence of any default or event of default at the time of funding.

 

In connection with the financing, the Company issued warrants to the lenders to purchase common shares. The warrants issued in connection with the initial tranche provide for the purchase of 4% of the Company's shares on a fully diluted basis at an exercise price of $0.10 per share. The warrants issued in connection with the delayed draw advance provide for the purchase of 1% of the Company's shares on a fully diluted basis at an exercise price of $0.10 per share. The warrants are exercisable for a period of 5 years following the completion of the reverse takeover. In December 2025, 50,000 of these warrants were exercised. The warrants issued in connection with the first and second draw were classified as equity instruments on initial recognition and are not subsequently remeasured (see Note 23(d)).

 

In addition, under the terms of the loan agreement, $10,245,000 of the principal loan balance is convertible into common shares at a conversion price of $4.00 per share. The conversion feature embedded in the loan is accounted for as a derivative liability and is measured at fair value through profit or loss at each reporting date.

 

 

 

Page 24 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

21.BORROWINGS AND PAYABLES (CONT'D)

 

(c)Senior secured loan (cont'd)

 

The loan bears interest at the greater of (i) Term SOFR plus 11% per annum and (ii) 14% per annum, payable monthly in arrears. It matures 36 months from closing, with principal amortization commencing six months after the initial funding date.

 

The loan agreement requires the Company to maintain, at all times, a minimum cash balance of $2,000,000 in one or more bank accounts that are subject to account control arrangements specified by the lenders. At the reporting date, the Company held $2,000,000 as cash in trust to satisfy this covenant. This amount is shown as restricted cash on the statement of financial position and is not available for general corporate purposes because its use would cause a breach of the covenant.

 

No portion of the required minimum balance was held in Bitcoin at the reporting date. The requirement to maintain this balance will continue for so long as the loan remains outstanding or until the covenant is amended or waived.

 

The loan is secured by a pledge of the $2,000,000 cash minimum in a lender controlled deposit account, account control agreements over specified deposit accounts, a blanket first priority lien on substantially all assets of the Company and certain subsidiaries, first priority pledges of 100 percent of the equity interests in Exanorth AS and Zetanorth AS, first priority fixed charges over Exanorth AS assets including a mortgage over real estate in Namsskogan, Norway, and a mortgage over North Dakota real estate owned by Bitzero ND I, LLC.

 

   Amount 
   $ 
     
Balance, September 30, 2024    
Proceeds   16,190,944 
Interest   715,410 
Accretion   45,936 
Principal repayment     
Interest payments   (715,410)
Balance, September 30, 2025   16,236,880 
Proceeds   8,245,000 
Interest   1,111,137 
Accretion   1,960,839 
Principal repayment   (350,000)
Interest payments   (1,111,137)
Classification of equity components   (17,703,576)
Balance, December 31, 2025   8,389,143 
      
Current portion   1,865,524 
Non-current portion   6,523,619 

 

 

 

Page 25 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

21.BORROWINGS AND PAYABLES (CONT'D)

 

(c)Senior secured loan (cont'd)

 

    Amount 
    $ 
Loan balance, undiscounted, September 30, 2024     
Additions    17,510,000 
Payments      
Loan balance, undiscounted, September 30, 2025    17,510,000 
Delated draw    8,245,000 
Payments    (350,000)
Loan balance, undiscounted, December 31, 2025    25,405,000 
       
2026    3,622,200 
2027    7,244,400 
2028    14,538,400 
Loan balance, undiscounted, December 31, 2025    25,405,000 

 

(d)Convertible promissory note

 

During the period ended December 31, 2025, the Company issued a subordinated convertible promissory note with a principal of $2,853,990, bearing interest at 10% per annum and maturing 18 months after issuance. At the holder's option, the note is convertible into the Company's common shares at a conversion price of $4.00 per share, based on the outstanding amount (principal and accrued interest). Interest is contractually intended to be settled via equity at maturity.

 

During the period ended December 31, 2025, the Company issued convertible promissory notes in the aggregate principal amount of $1,075,000, with a 36-month term, convertible into common shares at a conversion price of $4.00 per share, and bearing interest at 15% per annum. Each promissory note was issued with an associated warrant allowing the lender to acquire such number of common shares as is equal to the note's principal amount divided by the $5.00 exercise price per share.

 

22.ACCOUNTS RECEIVABLE

 

In March 2025, Exanorth entered into a settlement agreement with a customer, as described in Note 21(a). Under this agreement, an amount of $3,064,555, corresponding to the invoiced amounts excluded VAT, was written off as a provision for settlement in fiscal 2024. As part of the terms of the settlement, Exanorth received equipment valued at $678,138 in March 2025.

 

The remaining balance of $831,187, relating to VAT previously charged, was recognized as a receivable as at September 30, 2024, and was fully collected by September 30, 2025.

 

 

 

Page 26 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

22.ACCOUNTS RECEIVABLE (CONT'D)

 

For the year ended September 30, 2025, the Company recognized trade receivables of $993,579. Included in trade receivables was $766,857, of which $613,486 was recognized in change in provision for uncollectible receivables. The remaining balance was collected during the period ended December 31, 2025.

 

   Amount 
    $ 
      
Total outstanding invoiced balance (incl. VAT)   4,149,719 
Allocated to mining assets and VAT recoverable   (119,000)
Loss on settlement   (134,977)
Provision for settlement   (2,386,417)
Balance as at September 30, 2024   1,509,325 
Receipt of equipment   (678,138)
Collection of VAT receivable   (831,187)
Trade receivable   993,579 
Provision for uncollectible receivables   (613,486)
Balance as at September 30, 2025   380,093 
Collection of VAT receivable   (380,093)
Balance as at December 31, 2025     

 

23.EQUITY

 

(a)Authorized share capital

 

The Company is authorized to issue an unlimited number of common shares, with no par values.

 

Share issuances  Shares   Share capital 
    #    $ 
           
Balance, pre-Reverse Takeover   479,522,030    113,775,486 
Share consolidation ratio   0.10    1.00 
Balance, post-Reverse Takeover   47,952,203    113,775,486 
           
November 19, 2025   4,362,954    154,886 
December 1, 2025   38,434    58,107 
December 15, 2025   127,773    205,911 
December 16, 2025   50,000    195,873 
Balance, December 31, 2025   52,531,364    114,390,263 

 

(b)Issued and outstanding share capital

 

During the period ended December 31, 2025, the Company completed a brokered private placement of 375,000 units for gross proceeds of $1,500,000. Each unit comprised one common share and one common share purchase warrant, with each warrant exercisable to acquire one common share at an exercise price of $4.00 for two years from the date of issuance.

 

 

 

Page 27 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

23.EQUITY (CONT'D)

 

(b)Issued and outstanding share capital (cont'd)

 

Proceeds were allocated between the common shares and warrants based on their relative fair values, with $892,293 allocated to the warrant component and $607,707 allocated to share capital

 

During the period, the Company issued 4,522,610 common shares upon the settlement of vested RSUs for a non-cash increase in share capital of $11,453,464, representing the reclassification of amounts recognized in equity for share-based compensation. The Company also issued 175,000 common shares as a finder's fee, increasing share capital by $700,000.

 

In November 2025, the Company completed a go-public transaction in Canada structured as a triangular amalgamation under the Business Corporations Act (British Columbia) with WBM Capital Corp. ("WBM") and its wholly owned subsidiary, 1555476 B.C. Ltd, pursuant to an amalgamation agreement dated November 3, 2025. In connection with the transaction, the Company effected a 10-for1 consolidation of its common shares, resulting in a decrease in the number of issued and outstanding shares from 477,295,923 to 47,702,203, with no impact on total share capital.

 

Immediately prior to the transaction, WBM had 250,000 common shares issued and outstanding and issued an additional 4,112,954 common shares to settle indebtedness, resulting in 4,362,954 WBM common shares outstanding. Upon completion of the transaction, the consolidated share capital reflects the legal share capital of WBM.

 

Following the transaction, the Company issued 166,207 common shares upon the conversion of debt and 50,000 common shares upon the exercise of warrants, increasing share capital by $264,018 and $195,873, respectively.

 

As at December 31, 2025, the Company had 50,691,121 (2024 - 35,972,665) common shares issued and outstanding with total share capital of $110,450,642 (2024 - $87,072,937).

 

Details regarding the Q1 2026 shares issuances are as follows:

 

   Shares   Price   Proceeds   Share capital 
    #    $    $    $ 
                     
Subscriptions   375,000    1.62    607,500    607,707 
Exercised RSUs   4,522,610    2.53    n/a    11,453,464 
Advisory shares   175,000    4.00    n/a    700,000 
Shares issued for services   4,362,955    0.04    n/a    154,885 
Excerised convertible debt   166,207    4.00    664,828    264,018 
Excerised warrants   50,000    0.10    5,000    195,873 
    9,651,772         1,277,328    13,375,947 

 

(c)Options

 

The Company has a stock option plan (the "Stock Option Plan") under which the Board of Directors may grant to directors, officers, employees and technical consultants to the Company non-transferable options to purchase common shares, exercisable for periods of 3 to 5 years from the date of the grant.

 

 

 

Page 28 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

23.EQUITY (CONT'D)

 

(c)Options (cont'd)

 

In connection with the reverse takeover transaction completed during the period, outstanding options were adjusted to represent rights to acquire common shares of the legal parent and were further adjusted to reflect the 10-for-1 common share consolidation. Accordingly, the number of options outstanding and the related weighted-average exercise prices presented below are shown on a post-consolidated basis. Comparative information is adjusted for the consolidation for comparability.

 

A summary of the stock options is as follows: 

 

   Number   Weighted-average exercise price   Amount 
    #    $    $ 
                
Balance, September 30, 2024   11,063,935    0.16    2,904,388 
Exercised   (1,983,602)   0.05    (695,155)
Balance, September 30, 2025   9,080,333    0.16    2,209,233 
Granted, November 19, 2025   1,600,000    0.40    521,422 
Balance, pre-Reverse Takeover   10,680,333    0.22    2,730,655 
Share consolidation ratio   0.10         0.10 
Balance, December 31, 2025   1,068,033    2.21    273,066 
Exercisable   1,018,033    2.22    2,621,408 

 

December 31, 2025
Vesting Conditions
   Options outstanding    Weighted-average exercise price    Weighted-average remaining life 
    #    $    $ 
                
Immediately   553,033    2.65    0.97 
1/3 per year from grant date   305,000    0.50    0.35 
Subsidiary reaches revenue of EUR 4 million   50,000    2.00    3.44 
Date of the corporation's RTO   160,000    4.00    4.89 
Outstanding, December 31, 2025   1,068,033    2.21    1.50 
Exercisable, December 31, 2025   1,018,033    2.22    1.40 

 

September 30, 2025
Vesting Conditions
   Options outstanding    Weighted-average exercise price    Weighted-average remaining life 
    #    $    $ 
                
Immediately   553,033    2.65    1.47 
1/3 per year from grant date   305,000    0.50    0.85 
Subsidiary reaches revenue of EUR 4 million   50,000    2.00    3.94 
Outstanding, September 30, 2025   908,033    1.89    1.40 
Exercisable, September 30, 2025   858,033    1.89    1.25 

 

 

 

Page 29 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

23.EQUITY (CONT'D)

 

(c)Options (cont'd)

 

The fair value of each share-based payment transaction was estimated on the date of the grant, as determined by using the Black-Scholes option pricing model with the following weighted average assumptions:

 

   19-Nov-25 
     
Estimated stock price at time of grant  $4.00 
Exercise price of the option  $4.00 
Number of period to exercise, in year   5.00 
Compounded risk-free rate   2.73%
Expected volatility   115%
Dividend yield   0%

 

(d)Warrants

 

The Company issued warrants in connection with the senior secured loan discussed in Note 21(c) and the convertible promissory notes described in Note 21(d). The warrants issued in connection with the convertible promissory notes were classified as a derivative liability and were revalued as at December 31, 2025.

 

In connection with the reverse takeover transaction completed during the period, outstanding warrants were adjusted to represent rights to acquire common shares of the legal parent and were further adjusted to reflect the 10-for-1 common share consolidation. Accordingly, the number of options outstanding and the related weighted-average exercise prices presented below are shown on a post-consolidated basis.

 

A summary of warrants is as follows:    
     
       Weighted-
average exercise
     
   Number   price   Amount 
  #   $   $ 
Balance, September 30, 2025            
Granted   32,934,800    0.09    11,376,391 
Balance, pre-Reverse Takeover   32,934,800    0.09    11,376,391 
Share consolidation ratio   0.10    0.10    1.00 
Balance, post-Reverse Takeover   3,293,480    0.86    11,376,391 
Exercised   (50,000)   0.10    195,873 
Fair value changes             (252,132)
Balance, December 31, 2025   3,243,480    0.88    11,320,132 
Exercisable   3,243,480    0.88    11,320,132 

 

 

 

Page 30 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

23.EQUITY (CONT'D)

 

(d)Warrants (cont'd)

 

The fair value of the warrants were estimated on the date of the grant, as determined by using the Black-Scholes option pricing model with the following weighted average assumptions:

 

   Warrants,
Equity
   Warrants,
Derivative liability
 
         
Estimated stock price at time of grant  $4.00   $4.00 
Exercise price of the warrant  $0.10   $5.00 
Number of period to exercise, in year   5.00    3.00 
Compounded risk-free rate   2.86%   3.01%
Expected volatility   115%   83%
Dividend yield   0%   0%

 

The fair value of the warrants classified as a derivative liability were estimated as at December 31, 2025, as determined by using the Black-Scholes option pricing model with the following weighted average assumptions:

 

   Warrants, 
   Derivative liability 
Stock price at reporting date  $2.35 
Exercise price of the warrant  $5.00 
Number of period to exercise, in year   2.77 
Compounded risk-free rate   2.90%
Expected volatility   83%
Dividend yield   0%

 

24.CONTINGENT LIABILITIES

 

In addition to the matter outlined in Note 20, the Company is involved in the following legal proceedings:

 

The Company filed a lawsuit against its former CEO, for employment-related matters. The Company seeks to cancel the issuance of shares and other equity instruments in the Company. The former CEO has filed a countersuit for damages against the Company. The likelihood and magnitude of the amounts in dispute are not determinable as at the date of these consolidated financial statements and, as such, no provision has been recorded thereon.

 

On February 7, 2024, a lawsuit was filed in North Dakota against the Company alleging breach of an unsigned employment contract, with claims totaling $1,258,567 plus interest and costs. The Company is contesting the matter, and the outcome cannot presently be determined.

 

On May 14, 2025, a construction lien dispute was filed in North Dakota seeking $131,545 for work performed prior to the Company's property acquisition. The claim has since been settled, pursuant to an agreement signed on October 29, 2025. For further details, refer to Note 27.

 

 

 

Page 31 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

24.CONTINGENT LIABILITIES (CONT'D)

 

Management has concluded that the outcome of these proceedings, with the exception of the matter settled on October 29, 2025, cannot be determined and no provisions have been recorded.

 

25.FINANCIAL INSTRUMENTS

 

(a)Classes and categories of financial instruments and their fair values

 

The following table combines information about: (i) Classes of financial instruments based on their nature and characteristics, (ii) The carrying amounts of financial instruments, (iii) Fair values of financial instruments, and (iv) Fair value hierarchy levels of financial assets and financial liabilities for which fair value was disclosed.

 

Fair value hierarchy levels 1 to 3 are based on the degree to which the fair value is observable: (i) Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities, (ii) Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices), and (iii) Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

Financial assets

 

       FVfPL-             
December 31,      mandatorily       FVOCl-   Amortized 
2025  Level   measured   FVOCI   designated   cost 
   #    $    $    $    $ 
Restricted cash  N/A                   2,000,000 
Accounts receivable  N/A                     
Cash held in trust  N/A                   2,336,631 
Cash and cash equivalents  N/A                   8,121,992 
                       12,458,623 

 

       FVfPL-             
September 30,      mandatorily       FVOCl-   Amortized 
2025  Level   measured   FVOCI   designated   cost 
   #    $    $    $    $ 
Restricted cash  N/A                   2,000,000 
Accounts receivable  N/A                   380,093 
Cash held in trust  N/A                   2,973,500 
Cash and cash equivalents  N/A                   2,501,986 
                       7,855,579 

 

 

 

Page 32 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

25.FINANCIAL INSTRUMENTS (CONT'D)

 

(a)Classes and categories of financial instruments and their fair values (cont'd)

 

Financial liabilities

 

           FVTPL-     
December 31,      FVTPL-   mandatorily   Amortized 
2025  Level   designated   measured   cost 
   #    $    $    $ 
                    
Accounts and other payables  N/A              7,643,632 
Settlement liability  N/A              2,495,090 
Contingent consideration payable  Level3         1,760,547      
Lease liability  N/A              2,176,446 
Related party advances  N/A              148,800 
Loans payable  N/A              8,389,143 
Convertible debentures  N/A              1,630,463 
Derivative liability  Level2              3,579,694 
             1,760,547    26,063,268 

 

           FVTPL-     
September 30,      FVTPL-   mandatorily   Amortized 
2025  Level   designated   measured   cost 
   #    $    $    $ 
                    
Accounts and other payables  N/A              7,309,701 
Settlement liability  N/A              2,863,865 
Contingent consideration payable  Level3         1,760,547      
Lease liability  N/A                
Related party advances  N/A              150,794 
Loans payable  N/A              16,236,880 
Convertible debentures  N/A              1,568,220 
             1,760,547    28,129,460 

 

(b)Transfers

 

There were no transfers between Level 1, 2 and 3 during the current or prior period.

 

(c)Financial risk management

 

The Company has exposure to credit risk, liquidity risk, and market risk arising from financial instruments. Management considers credit risk and market risk to be low.

 

Risk management framework

 

The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The board of directors has established the risk management committee, which is responsible for developing and monitoring the Company's risk management policies. The committee reports regularly to the board of directors on its activities.

 

 

 

Page 33 of 37

 

 

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

25.FINANCIAL INSTRUMENTS (CONT'D)

 

(c)Financial risk management (cont'd)

 

Risk management framework (cont'd)

 

The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

 

Liquidity risk

 

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

 

The Company aims to maintain the level of its cash and cash equivalents at an amount in excess of expected cash outflows on liabilities (other than trade payables) over the next 60 days.

 

The Company also monitors the level of expected cash inflows on trade and other receivables, together with the expected outflows on trade and other payables.

 

The Company's exposure to liquidity risk is $30,380,233 as at December 31, 2025 (2024 - $29,890,007), for which the Company has cash of $10,458,623 on hand to satisfy its liabilities (2024 - $5,475,486). There have been no changes to the method for managing liquidity risk.

 

Credit risk

 

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. In order to reduce its credit risk, the Company reviews a new customer's credit history before extending credit and conducts regular reviews of its existing customers' credit performance. Allowance for doubtful accounts of nil was recorded in the period ended December 31, 2025 (fiscal 2025 - $613,486) (see Note 22).

 

Cash and cash equivalents and restricted cash are held with reputable financial institutions. Counterparty exposure is monitored and considered low. Cash held in trust represents amounts held with the Company's lawyers which is restricted as per the loan agreement and are current in nature. Digital currencies are not financial assets and are outside expected credit loss measurement. Credit exposure is considered low as the Company extracts digital currencies from its mining pool on a daily basis.

 

 

 

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BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

25.FINANCIAL INSTRUMENTS (CONT'D)

 

(c)Financial risk management (cont'd)

 

Credit risk (cont'd)

 

Prepaids and deposits consist of advances to vendors and refundable deposits. Counterparties are assessed and monitored, and no loss allowance has been recognized.

 

Market risk

 

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency rate risk, interest rate risk and other price risk. The Company is mainly exposed to interest rate and currency risk.

 

Foreign currency risk

 

The Company is exposed to foreign currency risk primarily through its operations in multiple jurisdictions and transactions denominated in currencies other than its functional currency. Foreign currency risk arises from recognized assets and liabilities, as well as future commercial transactions that are denominated in a currency different from the functional currency of the Company entities. The Company monitors its exposure to foreign currency risk on an ongoing basis and uses derivative financial instruments, such as forward exchange contracts, to hedge significant foreign currency exposures when considered appropriate and as when required. The effectiveness of these hedging instruments is assessed regularly. However, the Company does not hedge all of its foreign currency exposures, and fluctuations in exchange rates could have a material impact on the Company's financial performance and position.

 

Interest rate risk

 

The Company's exposure to interest rate risk arises primarily from its variable-rate borrowings and lease liabilities. Changes in market interest rates can affect the Company's interest expense and the value of its financial liabilities. To manage interest rate risk, the Company may enter into interest rate swap agreements to convert variable-rate debt into fixed-rate debt, thereby reducing exposure to fluctuations in interest rates. Management regularly reviews the interest rate exposure and considers the potential impact of interest rate movements on its financial performance. However, there can be no assurance that these measures will fully mitigate the impact of interest rate fluctuations.

 

Digital currency risk

 

The Company is exposed to digital currency risk due to its holdings and transactions in cryptocurrencies. Digital currency risk arises from the volatility in the market prices of cryptocurrencies, which can fluctuate significantly due to various factors, including market demand, regulatory developments, and macroeconomic trends.

 

The Company manages its digital currency risk by monitoring market conditions and may engage in hedging activities, such as entering into derivative contracts, to mitigate the impact of adverse price movements. However, given the inherent volatility and the relatively nascent nature of digital currency markets, there remains a significant risk that the value of the Company's digital assets could experience substantial fluctuations, which could materially affect the Company's financial performance and position.

 

 

 

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BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

25.FINANCIAL INSTRUMENTS (CONT'D)

 

(c)Financial risk management (cont'd)

 

Custody risk

 

The Company mines digital assets through a pool and transfers rewards from the pool to Company-controlled private wallets on a daily basis, and safeguards these holdings through a tiered wallet structure. Transactions are subject to segregation of duties and role-based approvals. Private keys are generated in controlled environments with encrypted, geographically separated backups and periodically refreshed. The Company does not use a third-party custodian to hold digital assets and exposure to the pool is minimized through daily withdrawals and monitoring. Wallet activity is reconciled and reviewed by management.

 

Loss of access risk

 

The loss of access to the private keys associated with the Company's Bitcoin holdings may be irreversible and could adversely affect an investment. An amount of Bitcoin is spendable only by whoever possesses the private key associated with the address on which the Bitcoin is held. To the extent a private key is lost, destroyed, or otherwise compromised, and no backup is accessible, the Company may be unable to access the associated Bitcoin. To mitigate this, the wallets are designed such that no single key, device, or individual is critical, encrypted back-ups and/or key-share arrangements are maintained in secure locations to enable controlled recovery.

 

Management reviews recoverability regularly. As of December 31, 2025, 17.71 Bitcoin equivalent to $1,474,415 is held in private wallets (September 30, 2025- 7.61 Bitcoin equivalent to $753,211 )(Note 12).

 

26.CAPITAL MANAGEMENT

 

The Company defines capital as its equity. The Company's objective when managing capital is: (i) to safeguard the ability to continue as a going concern so that it can continue to provide returns to shareholders and benefits to other stakeholders; and (ii) to provide an adequate return to shareholders by obtaining an appropriate amount of financing commensurate with the level of risk. The Company sets the amount of capital in proportion to the risk. The Company manages its capital structure and adjusts in light of the changes in economic conditions and the characteristic risk of underlying assets.

 

To maintain or adjust the capital structure, the Company may repurchase shares, return capital to shareholders, issue new shares, or sell assets to reduce debt. The Company is not subject to any externally imposed capital requirements. The Company's objective is met by retaining adequate liquidity to provide for the possibility that cash flows from assets will not be sufficient to meet operational, investing, and financing requirements. There have been no changes to the Company's capital management policies during the periods ended December 31, 2025 and 2024.

 

 

 

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BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three-month periods ended December 31, 2025 and 2024

(Unaudited - Expressed in United States Dollars, unless otherwise noted)

 

 

 

27.SUBSEQUENT EVENTS

 

(a)Conversion of convertible promissory notes

 

In January 2026, a portion of the convertible notes described in Note 21(d) was converted into equity, resulting in the issuance of 51,971 common shares at a conversion price of $4.00 per share.

 

(b)Exercise of RSUs

 

On January 19, 2026, restricted share units vested and were settled through the issuance of 400,000 common shares.

 

 

 

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