| Schedule of changes in share capital |
Reconciliation of the Company’s share capital
is as follows:
| | |
| | |
| | |
Class A shares | | |
| | |
| | |
| | |
| |
| | |
Class A shares | | |
To be issued | | |
Class B shares | | |
Warrants | |
| | |
# | | |
$ | | |
# | | |
$ | | |
# | | |
$ | | |
# | | |
$ | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance, December 31, 2024 | |
| 12 | | |
| 151,701 | | |
| — | | |
| | | |
| 2,299,502 | | |
| 150,318,624 | | |
| 210,370 | | |
| 1,997,759 | |
| Shares issued - convertible debentures [a] | |
| — | | |
| — | | |
| — | | |
| — | | |
| 984,792 | | |
| 8,192,245 | | |
| — | | |
| — | |
| Exercise of options [b] | |
| — | | |
| — | | |
| — | | |
| — | | |
| 37,192 | | |
| 232,444 | | |
| — | | |
| — | |
| Warrants issued [c] | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 346,806 | | |
| — | |
| Warrants expired [d] | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (55,942 | ) | |
| (968,979 | ) |
| Exercise of warrants [e] | |
| — | | |
| — | | |
| — | | |
| — | | |
| 8,500 | | |
| 99,588 | | |
| (8,500 | ) | |
| — | |
| Exercise of RSUs [f] | |
| — | | |
| — | | |
| — | | |
| — | | |
| 92,690 | | |
| 515,625 | | |
| — | | |
| — | |
| Shares issued for debt [g] | |
| — | | |
| — | | |
| — | | |
| — | | |
| 46,003 | | |
| 451,743 | | |
| — | | |
| — | |
| Shares to be issued [h] | |
| — | | |
| — | | |
| 12 | | |
| 439 | | |
| — | | |
| — | | |
| — | | |
| — | |
| Balance, June 30, 2025 | |
| 12 | | |
| 151,701 | | |
| 12 | | |
| 439 | | |
| 3,468,679 | | |
| 159,810,269 | | |
| 492,734 | | |
| 1,028,780 | |
| | |
Class A shares | | |
Class B shares | | |
Warrants | |
| | |
# | | |
$ | | |
# | | |
$ | | |
# | | |
$ | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance, December 31, 2025 | |
| 42 | | |
| 152,247 | | |
| 3,887,729 | | |
| 169,551,044 | | |
| 32 | | |
| 10,009 | |
| Shares issued - convertible Debentures [i] | |
| — | | |
| — | | |
| 794,176 | | |
| 4,906,760 | | |
| — | | |
| — | |
| Warrants issued [j] | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,249,984 | | |
| — | |
| Exercise of RSUs [k] | |
| — | | |
| — | | |
| 44,415 | | |
| 1,458,141 | | |
| — | | |
| — | |
| Shares issued for debt [l] | |
| — | | |
| — | | |
| 370,457 | | |
| 839,896 | | |
| — | | |
| — | |
| Shares issued [m] | |
| — | | |
| — | | |
| 2,127,794 | | |
| 7,876,531 | | |
| — | | |
| — | |
| Warrants expired [n] | |
| — | | |
| — | | |
| — | | |
| — | | |
| (32 | ) | |
| (10,009 | ) |
| Warrants exercised [o] | |
| — | | |
| — | | |
| 352,549 | | |
| 3,239,724 | | |
| (529,994 | ) | |
| — | |
| Balance, June 30, 2026 | |
| 42 | | |
| 152,247 | | |
| 7,577,120 | | |
| 187,872,096 | | |
| 719,990 | | |
| — | |
| [a] | On February 7, 2025, a partial amount of the December 2024 Debentures (Tranche 3) was converted into an
aggregate of 152,577 Class B Subordinate Voting Shares (Note 11). On February 26, 2025, the remaining amount was converted into an aggregate
of 221,237 Class B Subordinate Voting Shares (Note 11). Thus, the total number of Class B Subordinate Voting Shares issued upon conversion
of the December 2024 Debentures (Tranche 3) was 373,814 with a total value of $2,372,839 transferred to share capital. |
| [b] | During the six months ended June 30, 2025, the Company issued an aggregate of 37,192 Class B Subordinate
Voting Shares upon the exercise of 37,192 share options with exercise price ranging from C$5.25 to C$6.60 for total gross proceeds of
$148,086. Total amount of $232,444 was transferred to share capital. The market prices on the dates of option exercise ranged between
C$18 to C$38 per Class B Subordinate Voting Share. |
| [c] | During the six months ended June 30, 2025, 152,577 warrants of the Company were issued as part of the
issuance of December 2022 Debentures (Tranche 3) (Note 11). |
| [d] | During the six months ended June 30, 2025, 55,942 warrants expired unexercised. |
| [e] | During the six months ended June 30, 2025, 8,500 warrants were exercised into cash proceeds of $43,257.
Total amount transferred to share capital is $99,588, which includes the reversal of warrant liability of $56,331. The warrants were issued
as part of the issuance of March 28, 2025 Debentures (Note 9). |
| [f] | During the six months ended June 30, 2025, 32,690 RSUs were exercised into 32,690 Class B Subordinate
Voting Shares. Total of $137,625 was transferred to share capital. |
| [g] | During the six months ended June 30, 2025, the Company settled an aggregate of $451,743 of amounts owing
to various arm’s length creditors through the issuance of 46,003 Class B Subordinate Voting Shares at prices ranging between $7.21
to $29.99 per Class B Subordinate Voting Share. The Company incurred a net gain on settlement of debt of $74,863 for the six months ended
June 30, 2025. This net gain resulted from a significant gain on the settlement of one debt obligation, which fully offset losses recognized
on other debt settlements during the period. |
| [h] | During the six months ended June 30, 2025, the Company received total proceeds of $439 (C$600) for 12
Class A Multiple Voting Shares at a price of C$50 per share, which are set to be issued subsequent to period end and classified as shares
to be issued as at June 30, 2025. |
| [i] | During the six months ended June 30, 2026, a partial amount of the March 2026 Debentures was converted
into an aggregate of 794,176 Class B Subordinate Voting Shares with a total value of $4,906,760 transferred to share capital (Note 11). |
| | | |
| [j] | During the six months ended June 30, 2026, 1,249,984 warrants of the Company were issued as part of the
issuance of March 2026 Debentures (Note 11). |
| | | |
| [k] | During the six months ended June 30, 2026, 96,000 RSUs were exercised into 44,415 Class B Subordinate
Voting Shares, which were issued to non-arm’s length parties (Note 19). Total of $1,458,141 was transferred to share capital. |
| | | |
| | [l] | During the six months ended June 30, 2026, the Company settled an aggregate of $839,896 amounts owing to various creditors, through the issuance of 370,457 Class B Subordinate Voting Shares at price of $2.27 (C$3.11) per Class B Subordinate Voting Share. Of the total shares issued, 300,000 Class B Subordinate Voting Shares valued at $680,157 were issued to settle a bonus accrual of $645,570 owing to management of the Company (Note 19). The Company incurred a net loss on settlement of debt of $35,802 during the six months ended June 30, 2026. The net gain on settlement of debt for the six months ended June 30, 2026, also includes $452,741 related to Unbuzzd. The common shares of Unbuzzd were issued to its former CEO as consideration per settlement agreement, which had a lower fair value than the outstanding payable owing resulting in a gain on settlement of debt. |
| | | |
| [m] | During the six months ended June 30, 2026, under its at-the-market offering agreement with Rodman and
Renshaw LLC, as sales agent, the Company issued 2,127,794 common shares for a total increase in share capital of $7,876,531, of which
gross proceeds of $8,105,022 were received. A total cash commission of $202,625 based on 2.50% of the aggregate gross proceeds, plus other
trading expenses of $25,866 resulted in total share issuance costs of $228,491. |
| | | |
| [n] | During the six months ended June 30, 2026, 32 warrants expired unexercised. |
| | | |
| [o] | During the six months ended June 30, 2026, 529,994 warrants were exercised, pursuant to the March 2026
Debentures, into 352,549 Class B Subordinate Voting Shares, of which 311,818 Class B Subordinate Voting Shares were issued to an entity,
which is owned by a family member of the CFO of the Company (Note 19). Total of $3,239,724 was transferred to share capital. |
|