NOTE 10. STOCK-BASED COMPENSATION

Common Share Purchase Warrants

As of June 30, 2026, there are 4,100,393,999 (September 30, 2025 - 3,888,393,999) outstanding share purchase warrants to be exercised.

The following table summarizes the Company’s warrant transactions:

SCHEDULE OF STOCK WARRANT TRANSACTIONS

The following table summarizes the share purchase warrants outstanding at June 30, 2026:

SCHEDULE OF PURCHASE WARRANTS OUTSTANDING

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

June 30, 2026

NOTE 10. STOCK-BASED COMPENSATION (CONT’D)

Common Share Purchase Warrants (cont’d)

During the nine-month period ended June 30, 2026, on June 19, 2026, the Company issued 30,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.46%, expected life of 10 years, annualized historical volatility of 158.61% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.010. During the nine-month period ended June 30, 2026, share-based compensation expenses of $309,943 (2025 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the nine-month period ended June 30, 2026, on June 16, 2026, the Company issued 50,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.43%, expected life of 10 years, annualized historical volatility of 145.23% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.009. During the nine-month period ended June 30, 2026, share-based compensation expenses of $469,149 (2025 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the nine-month period ended June 30, 2026, on June 10, 2026, the Company issued 5,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.55%, expected life of 10 years, annualized historical volatility of 158.33% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.008. During the nine-month period ended June 30, 2026, share-based compensation expenses of $40,691 (2025 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the nine-month period ended June 30, 2026, on March 13, 2026, the Company issued 21,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.28%, expected life of 10 years, annualized historical volatility of 156.05% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.011. During the nine-month period ended June 30, 2026, share-based compensation expenses of $239,795 (2025 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the nine-month period ended June 30, 2026, on March 9, 2026, the Company issued 55,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its consultants. On April 17, 2026, the Company canceled 10,000,000 warrants to purchase common shares. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.12%, expected life of 10 years, annualized historical volatility of 155.79% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.010. During the nine-month period ended June 30, 2026, share-based compensation expenses of $573,132 (2025 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the nine-month period ended June 30, 2026, on February 19, 2026, the Company issued 5,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.08%, expected life of 10 years, annualized historical volatility of 155.52% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.0097. During the nine-month period ended June 30, 2026, share-based compensation expenses of $48,610 (2025 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the nine-month period ended June 30, 2026, on February 12, 2026, the Company issued 56,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.04%, expected life of 10 years, annualized historical volatility of 155.39% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.011. During the nine-month period ended June 30, 2026, share-based compensation expenses of $639,259 (2025 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

June 30, 2026

NOTE 10. STOCK-BASED COMPENSATION (CONT’D)

Common Share Purchase Warrants (cont’d)

During the nine-month period ended June 30, 2026, on December 30, 2025, the Company issued 5,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.14%, expected life of 10 years, annualized historical volatility of 154.54% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.008. During the nine-month period ended June 30, 2026, share-based compensation expenses of $42,120 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the nine-month period ended June 30, 2026, on December 22, 2025, the Company issued 23,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.17%, expected life of 10 years, annualized historical volatility of 154.36% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.009. During the nine-month period ended June 30, 2026, share-based compensation expenses of $207,486 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the nine-month period ended June 30, 2026, 2026, on November 3, 2025, the Company issued 10,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.13%, expected life of 10 years, annualized historical volatility of 154.22% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.008. During the nine-month period ended June 30, 2026, share-based compensation expenses of $79,251 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the nine-month period ended June 30, 2026, on October 6, 2025, the Company issued 11,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.18%, expected life of 10 years, annualized historical volatility of 153.30% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.012. During the nine-month period ended June 30, 2026, share-based compensation expenses of $128,776 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the year ended September 30, 2025, on September 24, 2025, the Company issued 2,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.16%, expected life of 10 years, annualized historical volatility of 114.23% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.013. During the year ended September 30, 2025, share-based compensation of $26,498 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the year ended September 30, 2025, on August 23, 2025, the Company issued 5,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.28%, expected life of 9.9 years, annualized historical volatility of 143.07% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.006. During the year ended September 30, 2025, share-based compensation of $35,415 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

June 30, 2026

NOTE 10. STOCK-BASED COMPENSATION (CONT’D)

Common Share Purchase Warrants (cont’d)

During the year ended September 30, 2025, on July 16, 2025, the Company issued 622,500,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.46%, expected life of 10 years, annualized historical volatility of 143.05% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.006. During the year ended September 30, 2025, share-based compensation of $3,917,813 (2024 - $nil) was recorded within the additional paid-in capital account, which $1,479,014 was included as “executive officer compensation” and $2,438,799 was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the year ended September 30, 2025, on February 14, 2025, the Company issued 21,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.33%, expected life of 5 years, annualized historical volatility of 143.28% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.013. During the year ended September 30, 2025, share-based compensation of $279,697 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss. On May 9, 2025, the Company amended the period of the warrants from 5 years to 10 years resulting in additional share-based compensation of $12,808.

During the year ended September 30, 2025, on January 22, 2025, the Company issued 13,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to a consultant for professional services received. Exercisability of the warrants is contingent on the occurrence of certain events. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.60%, expected life of 10 years, annualized historical volatility of 143.44% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.008. During the year ended September 30, 2025, management assessed that the probability that the condition will be met is approximately 2%, accordingly, share-based compensation of $2,102 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the year ended September 30, 2025, on January 19, 2025, the Company issued 7,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its consultants for professional services received. Exercisability of the warrants is contingent on the occurrence of certain events. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.61%, expected life of 10 years, annualized historical volatility of 143.01% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.007. During the year ended September 30, 2025, management assessed that the probability that the condition will be met is approximately 2%, accordingly, share-based compensation of $923 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the year ended September 30, 2025, on January 16, 2025, the Company issued 55,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its consultants for professional services received. Exercisability of the warrants is contingent on the occurrence of certain events. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.61%, expected life of 10 years, annualized historical volatility of 143.01% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.008. During the year ended September 30, 2025, management assessed that the probability that the condition will be met is approximately 2%, accordingly, share-based compensation of $8,562 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the year ended September 30, 2025, on January 2, 2025, the Company issued 6,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 2.94%, expected life of 5 years, annualized historical volatility of 119.63% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.007. During the year ended September 30, 2025, share-based compensation of $41,155 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

June 30, 2026

NOTE 10. STOCK-BASED COMPENSATION (CONT’D)

Common Share Purchase Warrants (cont’d)

During the year ended September 30, 2025, on December 20, 2024, the Company issued 3,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.04%, expected life of 5 years, annualized historical volatility of 118.43% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.006. During the year ended September 30, 2025, share-based compensation of $16,862 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the year ended September 30, 2025, on December 2, 2024, the Company issued 1,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 2.92%, expected life of 5 years, annualized historical volatility of 119.69% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.006. During the year ended September 30, 2025, share-based compensation of $5,642 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the year ended September 30, 2025, on November 13, 2024, the Company issued 5,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.12%, expected life of 5 years, annualized historical volatility of 120.79% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.007. During the year ended September 30, 2025, share-based compensation of $32,558 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the year ended September 30, 2025, on October 29, 2024, the Company issued 3,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.02%, expected life of 5 years, annualized historical volatility of 122.87% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.007. During the year ended September 30, 2025, share-based compensation of $19,649 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the year ended September 30, 2025, as of October 9, 2024, the Company issued 357,865,449 common share purchase warrants to purchase 357,865,449 common shares of the Company at a price of $0.001 per share, to be issued to the Seller of Digifonica pursuant to the Anti-Dilution Clause of the amended SPA. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.27%, expected life of 10 years, annualized historical volatility of 126.80% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.01. During the year ended September 30, 2025, $3,577,476 (2024 - $nil) was recorded as share based compensation and as a share issuance cost, resulting in a nil effect, within the additional paid-in capital account.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

June 30, 2026

NOTE 10. STOCK-BASED COMPENSATION (CONT’D)

Common Share Purchase Options

In order to provide incentive to directors, officers, management, employees, consultants and others who provide services to the Company or any subsidiary (the “Service Providers”) to act in the best interests of the Company, and to retain such Service Providers, the Company has in place an incentive Stock Option Plan (the “Plan”) whereby the Company is authorized to issue up to 10% of its issued and outstanding share capital in options to purchase common shares of the Company. The maximum term of options granted under the Plan cannot exceed ten years, with vesting terms determined at the discretion of the Board of Directors.

The following table summarizes the Company’s stock option transactions:

 SCHEDULE OF STOCK OPTIONS TRANSACTIONS 

The following table summarizes the stock options outstanding at June 30, 2026:

 SCHEDULE OF STOCK OPTIONS OUTSTANDING 

During the nine-month period ended June 30, 2026, no options in the capital stock of the Company were issued, and 5,000,000 options were exercised.

During the nine-month period ended June 30, 2026:

During the year ended September 30, 2025, no options in the capital stock of the Company were issued, and 5,000,000 options were exercised.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

June 30, 2026

NOTE 10. STOCK-BASED COMPENSATION (CONT’D)

Preferred Share

During the nine-month period ended June 30, 2026, no series A preferred shares were issued pursuant to the Anti-Dilution Clause of the SPA (Note 4). During the nine-month period ended June 30, 2026, share issued cost of $nil was charged against income from preferred shares issued.

During the year ended September 30, 2025, 138,522 series A preferred shares were issued pursuant to the Anti-Dilution Clause of the SPA (Note 4) with a value of $1,385 in order to bring total series A preferred share ownership to 926,438. During the year ended September 30, 2025, share issued cost of $nil was charged against income from preferred shares issued

During the year ended September 30, 2024, 52,885 series A preferred shares were issued pursuant to the Anti-Dilution Clause of the SPA (Note 4) with a value of $529 in order to bring total series A preferred share ownership to 787,916. During the year ended September 30, 2024, share issued cost of $476 was charged against income from preferred shares issued.

During the nine-month period ended June 30, 2026, total stock-based compensation cost of $2,819,213 (2025 - $981,129) was charged against income from all options issued and vested, including the incremental cost resulting from the option modifications.

As at June 30, 2026, the aggregate intrinsic value of the Company’s stock options is $1,198,050 (September 30, 2025 - $2,113,650), and the total intrinsic value of options exercised during the period ended June 30, 2026 was $24,500 (September 30, 2025 - $38,500).

As at June 30, 2026, the aggregate intrinsic value of the Company’s common share purchase warrants outstanding is $27,883,507 (September 30, 2025 - $37,732,210), the aggregate intrinsic value of the common share purchase warrants exercisable is $25,276,707 (September 30, 2025 - $33,635,810), and the total intrinsic value of common share purchase warrants exercised during the nine-month period ended June 30, 2026 was $122,500 (September 30, 2025 - $58,500).