Authorized share capital

Unlimited number of common shares without par value.

Issued share capital

During the six months ended June 30, 2026,

During the year ended December 31, 2025,

Stock Options

The Company has adopted an incentive share compensation plan, which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the CSE requirements, grant to directors, officers, employees, and technical consultants to the Company, non-transferable stock options to purchase common shares. The total number of common shares reserved and available for grant and issuance pursuant to this plan shall not exceed 15% (in the aggregate) of the issued and outstanding common shares from time to time. The number of options awarded and underlying vesting conditions are determined by the Board of Directors in its discretion.

As at June 30, 2026, the Company had the following options outstanding and exercisable:

 SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE

 SCHEDULE OF STOCK OPTIONS OUTSTANDING 

No options were granted by the Company during the six months ended June 30, 2026 (June 30, 2025 - nil).

Restricted Stock Units

The Company has adopted an incentive share compensation plan, which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees and technical consultants to the Company, restricted stock units (RSUs). The number of RSUs awarded and underlying vesting conditions are determined by the Board of Directors in its discretion. RSUs will have a vesting period determined by the board not to exceed 3 years following the award date. The total number of common shares reserved and available for grant and issuance pursuant to this plan, and the total number of Restricted Share Units that may be awarded pursuant to this plan, shall not exceed 15% (in the aggregate) of the issued and outstanding common shares from time to time.

The grant date fair value of the RSU’s generally approximates the cost of purchasing the shares in the open market.

As at June 30, 2026, the Company had the following RSUs outstanding:

 SCHEDULE OF CHANGES IN RESTRICTED STOCK UNITS

Each RSU is exercisable into one common share of the Company upon the vesting conditions being met for a period of eighteen months to 3 years from the grant date.

During the six months ended June 30, 2026 the Company issued 723,704 RSU’s with a fair value of $5,706,818 and 1,295,279 performance based RSU’s with a fair value of $2,905,278 (total RSU issuance of 2,018,983 RSUs with a value of $ 8,612,096) that vest over 1-3 years.

Of the total performance based RSUs granted, 1,270,113 performance based RSUs had a fair value of $2,699,672 and of the total non-performance based RSUs granted, 423,371 had a fair value of $3,458,941 that were issued to the CEO for a total grant of 1,693,484 RSUs with a total fair value of $6,158,613. The non-performance RSUs of 423,371, representing 25% of the total grant, vested on grant, with the remaining performance RSUs representing 75% of the grant, vesting 25% per anniversary over 3 years based on the following performance targets being met:

The first, second and third tranches vest only if all three of the noted targets are met at the end of fiscal 2026, 2027 and 2028 and will vest on March 1 of the year following the end of the respective fiscal years. If any one of the targets is missed, no vesting will occur for that tranche. A 50% probability was applied for estimated achievement of the performance targets based on historical payouts related to performance based compensation.

The fair value of the 1,270,113 performance based RSU’s issued to the CEO of $2,699,672 was calculated using a Monte Carlo simulation which utilized Geometric Brownian Motion to simulate share prices over the life of the RSU’s. During the six months ended June 30, 2026, the Company recognized $278,018 of the share based compensation on the future tranches. Estimates included in the Monte Carlo simulation are as follows:

SCHEDULE OF RESTRICTED STOCK UNITS ESTIMATES

The fair value of the 25,166 performance based RSU’s granted to non-CEO executives is $205,606. These did not contain any market conditions so were valued using the closing share prices from the date before grant and a 50% probability was applied for estimated achievement of the performance targets based on historical payouts related to performance based compensation.

During the three and six months ended June 30, 2026, the Company recorded share-based payment expense of $4,808,448 (2025 - $374,439) and $5,053,133 (2025 - $662,307) for RSUs. For the three and six months respectively, $4,530,430 and $4,775,115 for RSU’s valued based on the fair values of RSUs granted which were calculated using the closing price of the Company’s stock on the day prior to grant. For both the three and six months $278,018 was recorded for the immediate vest of the CEO RSU’s valued using the Monte Carlo simulation.

Warrants

During the three months ended June 30, 2026 the Company issued pre-funded warrants (“USD pre-funded Warrants”) where a portion of the funds related to the eventual exercise have already been received with the remaining exercise price in USD. As the pre-funded warrants have a cashless exercise option and were not issued in exchange for services, the value related to the future exercise price of the USD pre-funded Warrants are required to be recorded as a financial liability and not as equity. As a financial liability, the portion of the USD pre-funded Warrants related to the future exercise price will be revalued on a quarterly basis to fair market value with the change in fair value being recorded in profit or loss. The Company valued the prefunded warrants in relation to the Company’s share price as the exercise price of the prefunded warrants was nominal.

 SCHEDULE OF ISSUE DATE FAIR VALUE INPUTS OF WARRANTS

Warrant Derivative Liability

 SCHEDULE OF WARRANT DERIVATIVE LIABILITY

Details of these warrants and their fair values are as follows:

 SCHEDULE OF WARRANT AND FAIR VALUE OUTSTANDING 

The fair values of the warrants were estimated using the Black-Scholes Option Pricing Model with the following weighted average assumptions:

 SCHEDULE OF WEIGHTED AVERAGE ASSUMPTION FOR WARRANTS 

As at June 30, 2026, the Company had the following warrants outstanding:

 SCHEDULE OF WARRANTS OUTSTANDING

The weighted average remaining contractual life of warrants outstanding as of June 30, 2026, was 3.60 years (December 31, 2025 – 4.5 years).

Compensation warrants

On June 9, 2026 the Company closed the asset acquisition with Skip resulting in two tranches of warrants being issued to the two founders who are now employees of the Company. The terms are as follows:

The fair value of the first tranche of warrants was determined to be $2,143,389 CAD on grant date using a discount for lack of marketability as 90% of the shares will be released from escrow over a period of three years from the date of conversion. The Company recognized an expense of $115,767 CAD in the quarter.

The fair value of the second tranche of warrants was determined to be $2,236,343 CAD (cash portion - $576,322; share portion - $1,660,021) on grant date using a discount for lack of marketability as 90% of the shares will be released from escrow over a period of three years from the date of conversion. The Company did not record any expense in the quarter as it is not more likely than not that the revenue threshold will be met at this time. This will be re-evaluated at each reporting period. 

When the warrants convert on their respective anniversaries 10% of the shares will be released immediately and the remaining 90% of the shares will be placed in escrow to be released as follows: