12B. CONVERTlBLE DEBENTURES AND DERlVATlVES LlABlLlTlES

As at March 31, 2026, the unsecured convertible debentures and derivative liability consist of the following:

Schedule of Company’s Unsecured Debentures And Derivative Liability

On August 16, 2024, the Company issued unsecured convertible debentures in the principal amount of USD 2,194,772 (CAD 3,008,374) with an original issue discount equal to 25% of the purchase price. The debenture matures on August 16, 2026. Interest is accrued until the maturity date, at a rate of 15% per annum. The debenture value determined using the amortized cost using the effective interest method, with the carrying value accreted over time through interest expense was USD 1,594,729 (CAD 2,185,847). The principal amount is convertible, at the option of the debenture holder, into common shares of NuRAN at any time before the maturity date at a price of $67.50 per common share.

The fair value at December 31, 2025 was estimated at $nil, which was derived using a Black-Scholes option pricing model:

Schedule of Fair Value Measure Estimation Of Convertible Debenture

The fair value at March 31, 2026 was estimated at $nil, which was derived using a Black-Scholes option pricing model:

Schedule of Fair Value Measure Of Estimated Inputs Of Convertible Debenture

The Company measured the conversion feature of convertible debentures at FVTPL and the conversion feature was classified as a derivative financial liability for the loan, which was denominated in a currency other than the Company’s functional currency (and therefore its exercise price is not fixed in the Company’s functional currency) and is convertible into a variable number of both common shares and warrants. The embedded derivative did not qualify as an equity instrument due to not meeting the “fixed for fixed” criteria of IAS 32 Financial instruments: Presentation. Therefore, the Company separated the embedded derivative from the host contract and accounted for each element separately. The embedded derivative was initially recognized at its fair value. The amount of change in the fair value of the derivative is presented in profit or loss.