v3.26.1
Derivative Liability
6 Months Ended
Jun. 30, 2026
Derivative Liability [Abstract]  
DERIVATIVE LIABILITY
11 DERIVATIVE LIABILITY

 

The convertible debt and warrants issued by the Company to Cavalry, Mercer, Quick Capital and certain of the 2025 Convertible Note holders, as described in Note 10 have variable priced conversion rights with no fixed floor price and will re-price dependent on the share price performance over varying periods of time and certain convertible notes and warrants have fundamental transaction clauses which might result in cash settlement, due to these factors, all convertible debt and any warrants attached thereto are valued and give rise to a derivative financial liability, which was initially valued at inception of the convertible debt using a Black-Scholes valuation model.

 

The expiration of the forbearance agreement with Cavalry and Mercer, disclosed in note 10 above resulted in a revaluation of the conversion feature of certain Cavalry and Mercer variable priced convertible notes on May 1, 2026, using a Black Scholes valuation model. This resulted in an additional derivative liability of $20,196,476 on May 1, 2026.

 

The net mark-to-market movement of the derivative liability for the three months ended June 30, 2026 was a net mark-to-market credit of $8,189,992 and for the six months ended June 30, 2026 was $9,208,075, determined by using a Black-Scholes valuation model.

 

The following assumptions were used in the Black-Scholes valuation model:

 

    Six months
ended
June 30,
2026
    Year ended
December 31,
2025
 
             
Conversion price   $ 0.0005 to 0.01     $ 0.0005 to 0.01  
Risk free interest rate     3.68 to 3.87 %     3.54 to 4.44 %
Expected life of derivative liability     1 to 3 months       3 to 29 months  
Expected volatility of underlying stock     114.40 to 189.60 %     189.8 to 443.26  
Expected dividend rate     0 %     0 %

 

The movement in derivative liability is as follows:

 

   Six months
ended
June 30,
2026
   Year ended
December 31,
2025
 
         
Opening balance  $1,581,520   $1,138,204 
Derivative financial liability arising from convertible notes and warrants   -    150,000 
Derivative liability arising on anti-dilutive convertible debt and warrants   20,196,476    13,220,310 
Fair value of derivative liability on cancelled warrants   -    (12,794,203)
Fair value adjustment to derivative liability   (9,208,075)   (132,791)
Closing balance  $12,569,921   $1,581,520 

Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As the stock price increases for each of the related derivative instruments, the value to the holder of the instrument generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the conversion price and changes in the stock price. Changes in the Company’s expected stock price volatility and movements in interest rates are less sensitive. A 10% change in volatilities and interest rate factors would not result in a material change in our Level 3 fair value.

 

   June 30, 2026 
   Level 1   Level 2   Level 3   Fair Value 
                 
Liabilities                    
Derivative liability  $
         -
   $
         -
   $12,569,921   $12,569,921 

 

   December 31, 2025 
   Level 1   Level 2   Level 3   Fair Value 
                 
Liabilities                    
Derivative liability  $
       -
   $
           -
   $1,581,520   $1,581,520