11. Debentures and Secured Promissory Notes

On September 17, 2025, the Company entered into a securities purchase agreement with Yorkville to issue a debenture with the principal amount of $8,000,000 issued at a discount of $633,707 for proceeds of approximately $7,366,293. Interest accrued on the outstanding principal amount of the debenture at an annual rate of 8%, subject to a potential increase to 18% per annum upon the occurrence of certain events of default. The debenture had a maturity date of September 17, 2026, and was to be repaid using proceeds from the SEPA; however, on May 27, 2026, the Company used part of the proceeds from the issuance of the Secured Promissory Notes (as defined herein) to repay and extinguish the outstanding balance and accrued interest owing on the debenture.

The debenture was initially recorded at fair value, based on the discounted proceeds. Subsequently, the Company accounted for the debenture at amortized cost using the effective interest rate method, resulting in accretion expense of $374,712 for the six months ended June 30, 2026. The effective interest rate calculated was 32.75% as of June 30, 2026. On May 27, 2026, the Company repaid the outstanding principal balance of $2,343,778 related to the Yorkville debenture, together with accrued interest of $135,664, using proceeds received from the issuance of the Secured Promissory Notes.

On May 27, 2026, the Company entered into a Note Purchase Agreement with Streeterville Capital, LLC ("Streeterville"), pursuant to which the Company issued two secured promissory notes with aggregate principal amounts of $22,864,225. The first promissory note ("Note A") was issued with a face value of $12,864,225 and a purchase price of $12,000,000, resulting in an issue discount of $864,225. The second promissory note ("Note B") was issued with a principal amount of $10,000,000. Note A bears interest at 8.75% per annum compounded daily and Note B bears interest at 5.0% per annum compounded daily. Both promissory notes mature on November 27, 2027.

The Secured Promissory Notes are secured by a first-ranking security interest over substantially all assets of the Company. Guarantees are provided by the Company's subsidiaries.

The Company evaluated the transaction under ASC 470-50, Debt Modifications and Extinguishments, and determined that the issuance of the Streeterville promissory notes and repayment of the Yorkville debenture should be accounted for as an extinguishment of debt. Accordingly, the carrying amount of the Yorkville debenture was derecognized upon settlement, and the newly issued promissory notes were recognized as new debt instruments.

The Company initially recorded the Note A and Note B ("promissory notes") at fair value based on the proceeds received, net of directly attributable debt issuance costs. Subsequently, the Company accounts for the promissory notes at amortized cost using the effective interest method. Debt issuance costs are amortized over the contractual life of the respective promissory notes. The Company incurred $615,000 in debt issuance cost related to the promissory notes.

The Note A permits the lender to require monthly redemptions beginning on the seventh month following the issuance, subject to the terms of the agreement. Beginning on the seventh month following the issuance date, the lender has the right to require monthly redemptions of up to $500,000 per month plus make-whole interest calculated as if the redeemed amount had remained outstanding until maturity. If the Company fails to satisfy a redemption notice within the required period, the outstanding balance is increased by 20% of the applicable redemption amount. In addition, beginning on the sixth month following the issuance date, both Note A and Note B permit the lender to require limited redemptions of up to 5% of the cumulative daily dollar trading volume during specified redemption windows when the Company's common shares trade at least 15% above the defined Minimum Price per the agreement. Such limited redemptions are payable at 110% of the applicable redemption amount.

Both Note A and Note B contain customary trigger event and event of default provisions, including payment defaults, insolvency events, delisting determinations and specified corporate transactions.  Upon the occurrence of such trigger events, the lender may increase the outstanding balance by 5% for certain minor trigger events or 15% for certain major trigger events, as more fully described in Note A and Note B, subject to contractual limitations. Following an event of default, the lender may accelerate repayment and default interest may accrue at a rate of up to 18% per annum, subject to applicable law.

As at June 30, 2026, the Company was in compliance with the terms and covenants of both notes.

In connection with Note B, $10,000,000 of the proceeds were deposited into a restricted deposit account maintained pursuant to a Deposit Account Control Agreement. The lender has control rights over the account upon the occurrence of specified trigger events and may direct the disposition of funds in the account. Under certain circumstances, amounts outstanding under Note B may be exchanged into additional Note A borrowings. Specifically, for each $2.0 million of Note A principal repaid, up to $1.0 million of the outstanding Note B balance may be exchanged into a new Note A advance, subject to the conditions set out in the financing agreements.

The Company evaluated the embedded features contained within the promissory notes and concluded that certain features would require bifurcation under ASC 815; however, the fair value of such features was determined to be de minimis. Accordingly, no embedded derivative liability was recorded as of June 30, 2026.