Bitzero Holdings Inc. (the “Company” or “Bitzero”), previously named WBM Capital Corp., was incorporated under the Canada Business Corporations Act on August 26, 2006 and continued into British Columbia under the Business Corporations Act (British Columbia) on June 4, 2024. The Company’s head and registered office is located at Suite 1100, One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia V7X 1M5.

The Company’s voting common shares trade on the Canadian Securities Exchange under the symbol “AIBZ.U”, on the Nasdaq Capital Market under the symbol “AIBZ”, and on the Frankfurt Stock Exchange under the symbol “000”. The Company’s common shares commenced trading on Nasdaq and under the new CSE symbol on June 9, 2026.

Bitzero develops and operates data-centre infrastructure and conducts Bitcoin mining activities. Its current Bitcoin mining operations are conducted in Norway through Exanorth AS, a wholly owned subsidiary that owns and operates the Company’s Namsskogan data centre.

In connection with the reverse takeover completed on November 19, 2025, the Company completed a 10-for-1 consolidation of its common shares. All share and per-share information presented for periods preceding the consolidation is to be adjusted retrospectively to reflect the consolidation.

These unaudited interim condensed consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting, using accounting policies consistent with IFRS Accounting Standards as issued by the International Accounting Standards Board. They do not include all of the information required for annual consolidated financial statements and should be read together with the Company’s audited consolidated financial statements for the year ended September 30, 2025.

These interim condensed consolidated financial statements were authorized for issue by the Board of Directors on August 13, 2026.

These interim condensed consolidated financial statements have been prepared on the historical-cost basis, except for digital currency and derivative financial instruments, which are measured at fair value, and other balances for which IFRS requires a different measurement basis.

These interim condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries. Intercompany balances, transactions, income and expenses are eliminated on consolidation.

The Company’s subsidiaries and ownership interests were unchanged from September 30, 2025: Bitzero Blockchain Inc. (Canada), Exanorth AS and Zetanorth AS (Norway), Bitzero Inc. (Barbados), Bitzero ND I, LLC and Bitzero ND II, LLC (United States), and Bitzero Finland Oy (Finland), each wholly owned.

These interim condensed consolidated financial statements are presented in United States dollars, which is the functional currency of the Company. The functional currency of all subsidiaries is the United States dollar, except for Exanorth AS and Zetanorth AS, whose functional currency is the Norwegian krone, and Bitzero Finland Oy, whose functional currency is the euro.

These interim condensed consolidated financial statements have been prepared on a going-concern basis, which assumes that the Company will continue to realize its assets and discharge its liabilities in the normal course of business.

At June 30, 2026, the Company had cash and cash equivalents of $2,453,673, cash held in trust of $493,384, restricted cash of $2,000,000 and digital currency of $2,462,683. The Company incurred a net loss of $39,421,781 for the nine months ended June 30, 2026 and had accumulated losses of $121,001,609 and total liabilities of $44,676,366 at June 30, 2026.

The Company remains dependent on generating sufficient operating cash flows, maintaining compliance with financing covenants, completing planned financing and refinancing activities, and obtaining additional financing when required to fund its operations, growth plans and obligations as they become due. Subsequent to period end, the Company completed the special-warrant financing for gross proceeds of $24,770,454 and, on August 6, 2026, repaid the JGB senior secured loan in full (Note 26).

These events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. These interim condensed consolidated financial statements do not include adjustments to the carrying amounts and classification of assets and liabilities that would be necessary if the going-concern basis were not appropriate.

The accounting policies and methods of computation applied in these interim condensed consolidated financial statements are consistent with those applied in the Company’s audited consolidated financial statements for the year ended September 30, 2025, except for the new or revised policies described below. Accounting policy information disclosed in the annual consolidated financial statements has not been repeated unless it is necessary to understand a material transaction or change during the current interim period.

On November 19, 2025, WBM Capital Corp. completed a reverse takeover transaction pursuant to an amalgamation agreement dated November 3, 2025 among WBM Capital Corp., 1555476 B.C. Ltd., a wholly owned subsidiary of WBM Capital Corp., and Bitzero Blockchain Inc. Bitzero Blockchain Inc. amalgamated with 1555476 B.C. Ltd. and the amalgamated entity became a wholly owned subsidiary of WBM Capital Corp. Concurrently, WBM Capital Corp. changed its name to Bitzero Holdings Inc.

Although Bitzero Holdings Inc. is the legal parent, Bitzero Blockchain Inc. was identified as the accounting acquirer because its former shareholders obtained control of the combined entity. The consolidated financial statements are therefore presented as a continuation of Bitzero Blockchain Inc., and the comparative information is that of Bitzero Blockchain Inc. and its subsidiaries.

WBM Capital Corp. did not meet the definition of a business at the transaction date. Accordingly, the transaction was accounted for as an equity-settled share-based payment under IFRS 2 rather than as a business combination under IFRS 3. The difference between the fair value of the deemed shares issued by Bitzero Blockchain Inc. and the fair value of the identifiable net assets acquired was recognized as a listing expense.

The deemed consideration was $154,886, based on 4,362,954 common shares held by the pre-transaction shareholders of WBM Capital Corp. and an estimated fair value of approximately $0.0355 per share. The identifiable net assets acquired consisted of cash of $43, resulting in a listing expense of $154,842. Accounts payable of WBM Capital Corp. of $94,068 were settled before completion and were not assumed in the transaction.

For equity presentation purposes, the issued share capital reflects the legal capital structure of Bitzero Holdings Inc., while accumulated losses and other reserves reflect those of Bitzero Blockchain Inc. immediately before completion of the reverse takeover.

The Company has one reportable operating segment. The Chief Executive Officer, who is the chief operating decision-maker, reviews the Company’s operations and performance on an aggregate basis.

For the three- and nine-month periods ended June 30, 2026 and June 30, 2025, substantially all revenue was generated from Bitcoin mining conducted in Norway through Exanorth AS. Non-current assets are located primarily in Norway, with smaller balances relating to development properties and projects in the United States and Finland.

The Company recognizes Bitcoin mining revenue when the mining reward and transaction fees are received and control of the digital currency transfers to the Company. Revenue is measured at the fair value of the Bitcoin received at that time. 

Refunds and other adjustments were $9,812 for each of the three and nine months ended June 30, 2026 and were presented as reductions of revenue.

Marketing expenses were $486,449 for the three months ended June 30, 2026 and $1,372,305 for the nine months ended June 30, 2026 (three and nine months ended June 30, 2025 - $101,772 and $564,840, respectively). The current three-month period includes investor-awareness and capital-markets activities incurred in connection with the Company’s public-market development and Nasdaq listing.

Share-based expenses were $4,931,500 for the three months ended June 30, 2026 and $20,014,769 for the nine months ended June 30, 2026 (three and nine months ended June 30, 2025 - $5,700,000 and $10,200,000, respectively). The nine-month amount includes $154,842 recognized under IFRS 2 in connection with the reverse takeover described in Note 4.

During the three months ended June 30, 2026, the Company granted 775,000 restricted share units that vested immediately. The awards comprised 425,000 restricted share units with a grant-date fair value of $8.96 per unit and 350,000 restricted share units with a grant-date fair value of $3.21 per unit. The aggregate grant-date fair value of $4,931,500 was recognized as share-based compensation expense. All 775,000 awards were vested and outstanding at June 30, 2026. The 425,000 awards granted on June 22, 2026 were settled in common shares after period end, on July 6, 2026.

Separately, 898,280 restricted share units were granted and settled in common shares in connection with FAR Holdings financing and settlement arrangements. The Company also granted FAR Holdings 454,546 stock options exercisable at $5.55 per share. 227,273 of those options were exercised on June 16, 2026. No separate grant-date amount was recognized for the FAR Holdings options in the share-based compensation expense described above.

Digital currency consists of Bitcoin and is measured at fair value using a quoted price in an active market at the reporting date. Revaluation changes are recognized in other comprehensive income to the extent required by the IAS 38 revaluation model, with any applicable reversals of prior decreases recognized in profit or loss.

During the three and nine months ended June 30, 2026, the Company recognized realized losses on dispositions of digital currency of $1,189,073 and $1,422,737, respectively, and revaluation gains in other comprehensive income of $1,220,259 and $348,928, respectively. The digital-currency balance decreased from $3,916,235 at March 31, 2026 because dispositions exceeded additions and mining receipts retained during the three-month period.

At June 30, 2026, digital currency with a fair value of $1,518,921, representing approximately 25.31 BTC, was held in an account administered by Luxor. The Company retained beneficial ownership and could withdraw or use the Bitcoin without contractual restriction. The balance was not pledged or held in escrow.

Basic loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted-average number of voting and participating non-voting common shares outstanding during the period. Diluted loss per share is calculated by adjusting the weighted-average number of shares for potentially dilutive instruments. Because the Company incurred losses, potentially dilutive instruments are excluded when their effect would be anti-dilutive.

Because the Company reported a loss for each period presented, the effect of outstanding potential common shares was anti-dilutive. Accordingly, 727,273 stock options, 975,000 restricted share units and 2,347,229 warrants outstanding at June 30, 2026 were excluded from diluted loss per share.

Construction in progress comprises buildings, power infrastructure, equipment and development costs for assets not yet available for their intended use. These assets are not depreciated until they are available for use.

Construction in progress increased to $9,205,124 at June 30, 2026 from $3,377,689 at September 30, 2025. The increase of $1,427,773 during the three months ended June 30, 2026 related principally to development expenditures for the Company’s Finland expansion project.

Indirect taxes recoverable were $1,022,208 at June 30, 2026 (September 30, 2025 - $534,992) and consisted principally of Norwegian value-added tax recoverable by Exanorth AS and Canadian GST/HST recoverable by Canadian group entities. The increase from $141,252 at March 31, 2026 reflected the timing of the periodic Norwegian value-added tax return.

Property, plant and equipment is carried at cost less accumulated depreciation and impairment losses. Depreciation is recognized on a straight-line basis over estimated useful lives of 25 years for buildings and private utilities, 15 years for technology infrastructure, and 3 years for mining equipment. Land and construction in progress are not depreciated.