Note 11 – Related Party Note Payable and Related Party Convertible Note Payable

In connection with the Fat Panda Acquisition on the Acquisition Date, the Company issued three notes payable to selling shareholders, one of whom is the President of Fat Panda, a current employee of the Company.

The first note payable was issued in the principal amount of $0.4 million ($0.5 million CAD) to certain selling shareholders of Fat Panda Inc. The note is interest free and repayable in full within 15 days following the date that Canada Revenue Agency issues a letter confirming that there is no tax liability in respect of an issue identified in the Purchase Agreement for acquisition of the Fat Panda group of companies. If the letter from Canada Revenue Agency indicates that there is a tax liability in respect of an issue identified in the Purchase Agreement, the amount of the loan repayment will be reduced, dollar for dollar, by the amount of any tax liability assessed.

The second note payable was issued as a promissory note in the principal amount of $0.7 million ($1.0 million CAD) to the President of Fat Panda, a former owner and current employee of the Company. The note bears interest at 7% per annum, with interest payable monthly. The note has a maturity date of November 30, 2026. Interest expense recognized for the period includes amounts related to this promissory note.

The third note payable, also issued to the President of Fat Panda, is a convertible promissory note with a principal amount of $0.7 million ($1.0 million CAD). The note bears interest at 7% per annum and is convertible, at the Lenders option, in shares of the Company’s common stock at a conversion price of $19.00 per share. If no conversion notice is submitted to the Company by the Lender before the due date of his intent to convert the principal amount, the entire principal plus interest shall become due on June 1, 2027. Interest expense recognized for the period includes amounts related to this convertible promissory note.

The table below represents the outstanding amount of promissory note and convertible promissory note as of January 31, 2026:

 Schedule of Promissory Note and Convertible Promissory Note