Exhibit 4.5

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.) 

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

Cizzle Brands Corporation

 

(Formerly 1348512 B.C. Ltd.)

 

Condensed Consolidated Interim Financial Statements

 

For the three months ended October 31, 2025, and 2024

 

 

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.) 

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

   Notes  As at
October 31, 2025
   As at
July 31, 2025
 
ASSETS             
Current Assets             
Cash     $451,798   $3,137,254 
Trade Receivables  6   2,467,516    3,732,330 
Current Prepaids and Other Assets  7   2,424,867    1,863,991 
Inventory  8   5,115,542    4,512,687 
Total Current Assets      10,459,723    13,246,262 
              
Non Current Assets             
Property and Equipment  9   214,093    273,678 
Prepaids and Other Assets  7   861,271    130,865 
Right of Use Assets  13   72,398    86,878 
Intangible Asset  10   4,142,599    4,269,661 
TOTAL ASSETS     $15,750,084   $18,007,344 
              
LIABILITIES             
 Accounts Payable and Accrued Liabilities  11  $7,150,736   $6,707,799 
Short Term Loans  12   1,518,914   $1,227,997 
Current Portion of Lease Liabilities  13   70,406    66,537 
Total Current Liabilities      8,740,057    8,002,333 
              
Non-Current Liabilities             
 Lease Liabilities  13   13,169    32,187 
Total Liabilities      8,753,226    8,034,520 
              
Shareholders' Equity             
Common Shares  15   21,792,060    21,775,344 
Warrant Reserve  15,16   3,601,132    3,601,132 
Contributed Surplus  17   3,766,341    3,012,670 
Accumulated Deficit      (22,162,675)   (18,416,322)
Total Shareholders' Equity      6,996,858    9,972,824 
 TOTAL LIABILITIES & EQUITY     $15,750,084   $18,007,344 

 

Going concern (Note 2A)

Subsequent Events (Note 22)

 

Approved by the Board of Directors

 

/s/   /s/
Name     Name  
Director     Director  

 

2

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.) 

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

   Notes  For the three
months ended
October 31, 2025
   For the three
months ended
October 31, 2024
 
Net Sales     $3,300,153   $2,790,934 
Cost of Sales      (1,534,047)   (1,040,653)
Gross Profit      1,766,106    1,750,281 
              
Expenses             
Marketing      1,485,704    1,366,047 
Selling, General and Administrative  18   3,148,554    2,684,802 
Share Based Compensation  17   770,387    370,388 
Foreign Exchange Loss      15,701    882 
Depreciation and Amortization      158,109    198,185 
Total Expenses      (5,578,455)   (4,620,304)
              
Other Expense/(Income)      (125,601)   6,773 
Finance costs (net)      59,605    - 
Loss before taxes      (3,746,353)   (2,863,250)
              
Loss and Comprehensive Loss      (3,746,353)   (2,863,250)
              
LOSS PER SHARE              
Loss per share, basic and diluted     $(0.02)  $(0.02)
Weighted average number of shares outstanding (basic and diluted)      211,954,795    181,258,236 

 

3

 

         

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.) 

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity

For the three months ended October 31, 2025, and October 31, 2024 

(expressed in Canadian Dollars)

 

      Common Shares   Warrants   Contributed   Accumulated   Total Equity 
   Notes  Number   Dollar   Reserve   Surplus   Deficit   (Deficiency) 
Balance as at July 31, 2024      176,639,270   $12,888,852   $1,598,790   $793,058   $(4,557,491)   10,723,209 
Proceeds from Private Placement  3, 15, 16   29,899,124    7,254,181    2,090,852    -         9,345,033 
Share Issuance Costs  15 ,16   403,486    (239,120)   29,671    -    -    (209,449)
Effect of RTO  15   1,666,666    500,000    -    -    -    500,000 
Exercise of warrants  15 ,16   2,725,000    1,188,181    (118,181)   -    -    1,070,000 
Shares issued for Service  15   595,645    183,250    -    -    -    183,250 
Share Based Compensation  17   -    -    -    2,219,612    -    2,219,612 
Net Loss and Comprehensive Loss      -    -    -    -    (13,858,831)   (13,858,831)
Balance as at July, 31, 2025      211,929,191   $21,775,344   $3,601,132   $3,012,670   $(18,416,322)  $9,972,824 
Share Based Compensation                     770,387         770,387 
Exercise of Stock Options      75,985    16,716    -    (16,716)   -    - 
Net Loss and Comprehensive Loss      -    -    -    -    (3,746,353)   (3,746,353)
Balance as at October, 31, 2025      212,005,176   $21,792,060   $3,601,132   $3,766,341   $(22,162,675)  $6,996,858 

 

      Common Shares   Warrants   Contributed   Accumulated   Total Equity 
   Notes  Number   Dollar   Reserve   Surplus   Deficit   (Deficiency) 
Balance as at July 31, 2024      176,942,770   $12,888,852   $1,598,790   $793,058   $(4,557,491)  $10,723,209 
Proceeds from Capital Raise  15   10,517,057    2,697,572    -    -         2,697,572 
Warrants  15,16   -    -    84,246    -    -    84,246 
Share Issuance Costs  15   -    (13,341)   -    -    -    (13,341)
Share Based Compensation  17   -    -    -    370,388    -    370,388 
Net Loss and Comprehensive Loss      -    -    -    -    (2,863,250)   (2,863,250)
Balance as at October, 31, 2024      187,459,827   $15,573,083   $1,683,036   $1,163,446   $(7,420,741)  $(2,863,250)

 

4

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.)

Notes to the Condensed Consolidated Interim Statement of Cashflow

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

   Notes  For the three months
ended October 31, 2025
   For the three months
ended October 31, 2024
 
Cashflow from Operating Activities           
Net Loss     $(3,746,353)  $(2,863,250)
Depreciation of property and equipment      16,567    13,615 
Amortization of right of use assets  13   14,480    59,569 
Amortization of intangible asset  10   127,063    125,000 
Interest expense and financing fee  12, 13   126,014    - 
Share based compensation  17   770,387    370,388 
Changes in working capital             
Trade receivables  6   1,264,814    (603,605)
Prepaids and other assets  7   157,786    208,497 
Inventory  8   (602,855)   (1,107,936)
Accounts payable and accrued liabilities  11   442,937    2,022,386 
Other long term assets      (730,406)   - 
Net cash flows used in by operating activities      (2,159,566)   (1,775,336)
              
Cashflow from Financing Activities             
Issuance of shares, units, and warrants net of issuance costs   3,15, 16   -    2,768,477 
Short term loans, net of interest and repayment  12   168,914    - 
Deferred financing costs      (718,662)   - 
Lease payments  12   (19,161)   (33,195)
Net cash flows provided by financing activities      (568,909)   2,735,282 
              
Cashflow from Investing Activities             
Purchase and disposal of property and equipment  9   43,019    (8,047)
Net Cash Flows used in by Investing Activities      43,019    (8,047)
              
Net increase (decrease) in cash      (2,685,456)   951,899 
Cash, beginning of period      3,137,254    1,519,516 
Cash, end of period     $451,798   $2,471,415 

 

5

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.) 

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

1.NATURE OF OPERATIONS

 

Cizzle Brands Corporation (“Cizzle Brands” or the “Company”), (formerly 1348512 B.C. Ltd.) was incorporated on February 16, 2022, in the province of British Columbia. The Company is committed to health and wellness through sale of innovative beverage and nutrition products.

 

On December 19, 2024, 1348512 B.C. Ltd. completed the reverse take over (‘RTO’) of Cizzle Brands Limited ("CBL”) and changed its name to Cizzle Brands Corporation. The Company commenced trading of its common shares on the Cboe Stock Exchange (“CBOE”) under the symbol “CZZL”.

 

The address of the Company’s corporate office is 35 McCleary Court, Unit 21, Concord, ON, L4K 3Y9.

 

2.BASIS OF PRESENTATION

 

a.Going concern

 

These condensed consolidated interim financial statements (the “financial statements”) have been prepared on a going concern basis, which assumes that Company will continue to operate for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. During the three months ended October 31, 2025, the Company incurred a comprehensive loss of $3,746,353, (October 31, 2024 - $2,863,250) and had negative cash flows from operations of $2,159,566 (October 31, 2024 was $1,775,336). The Company also had an accumulated deficit of $22,162,675 (July 31, 2025 - $18,416,322).

 

There remains a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. These condensed consolidated interim financial statements do not include adjustments to the recoverability and classification of recorded assets and liabilities and related expenses that might be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business at amounts different from those in the accompanying consolidated financial statements. Such adjustments could be material.

 

The Company’s ability to continue as a going concern is highly dependent upon the Company’s ability to obtain the ongoing support of its creditors, lenders and investors, obtain profitable operations, generate significant sales and/or raise additional capital. These condensed consolidated interim financial statements do not reflect adjustments in the carrying values of assets and liabilities, the reported revenues and expenses, and the statement of financial position classifications used that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments would be material.

 

6

 

 

b.Statement of Compliance

 

The condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standard 34 Interim Financial Reporting (“IAS 34”) as issued by the International Accounting Standards Board ("IASB"). These condensed consolidated interim financial statements do not include all of the disclosures required for annual condensed consolidated interim financial statements prepared in accordance with IFRS® Accounting Standards (“IFRS”) and should be read in conjunction with the annual audited condensed consolidated interim financial statements of Cizzle Brands Corporation. for the year ended to July 31, 2025.

 

The condensed consolidated interim financial statements were authorized for the issuance by the Board of Directors on December 12, 2025.

 

c.Basis of Measurement

 

These condensed consolidated interim financial statements have been prepared on a historical cost basis and are presented in Canadian dollars, which is the functional and presentation currency of the Company and its subsidiaries. The functional currency for Cizzle Brands USA Inc. is US dollars.

 

d.Basis of Consolidation

 

The condensed consolidated interim financial statements of the Company and its wholly owned subsidiaries have been prepared using the same basis of presentation, accounting policies and methods of computation as those of the audited condensed consolidated interim financial statements for the three months end October 31, 2025. The chart below summarizes the entities included in the condensed consolidated interim financial statements as at October 31, 2025.

 

Entity Name

Place of
Incorporation

Ownership

Functional Currency

Cizzle Brands Corporation

(formerly 1348512 B.C. Ltd.)

British Columbia, Canada

Parent

Canadian Dollars

Cizzle Brands Inc.

(On Aug 1, 2025, Cizzle Brands Inc. amalgamated with Cizzle Brands Ltd.)

Ontario, Canada Wholly owned subsidiary of Cizzle Brands Corp Canadian Dollars
Cizzle Brands USA Inc. Delaware, USA Wholly owned subsidiary of Cizzle Brands Inc.

United States Dollars

 

7

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.) 

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

e.Functional currency and foreign currency translation

 

These condensed consolidated interim financial statements are presented in Canadian dollars. Transactions in foreign currencies are translated into the functional currency of the relevant parent/subsidiary company using the exchange rate in effect on the transaction date. Foreign exchange gains and losses resulting from the settlement of such transactions and the remeasurement of monetary items at the reporting date exchange rate are recognized in a net loss. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction. The functional currency of the subsidiary remains unchanged during the reporting period. As of October 31, 2025, there have been no transactions in Cizzle Brands USA Inc.

 

3.MATERIAL ACCOUNTING POLICIES

 

The accounting policies applied in these unaudited financial statements are consistent with those disclosed in Note 3 to the annual consolidated financial statements for the year ended July 31, 2025.

 

4.REVERSE TAKEOVER TRANSACTION

 

On December 19, 2024, Cizzle Brands Corporation (“CBC” or the “Company”) completed a Qualifying Acquisition (the “Transaction”) with Cizzle Brands Limited (“CBL”) by way of a three- cornered amalgamation, resulting in the reverse take-over of CBC by the former shareholders of CBL.

 

The Transaction was completed pursuant to the terms of a definitive amalgamation agreement among Cizzle Brands Corporation (“CBC” or the “Company”), Cizzle Brands Ltd. (“CBL”), and CBC Acquisition SubCo (“SubCo”), a wholly owned subsidiary of the Company.

 

Prior to completion of the Transaction, the Company consolidated all of its issued and outstanding common shares on a 1.80-for-1 basis.

 

In consideration for the Transaction, the Company issued 194,506,598 common shares to the former shareholders of CBL. The acquisition-date fair value of the consideration is based on the number of equity interests CBL would have had to issue to give the owners of CBC the same percentage equity interest in the combined entity that results from the reverse acquisition. Each share was measured at the market price of $0.30, representing total consideration of approximately $500,000.

 

8

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.)

 Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

Immediately after completion of the Transaction, the former shareholders of CBL owned approximately 99% of the issued and outstanding common shares of the Company, and the existing shareholders of the Company owned approximately 1%. As a result, the Transaction constituted a reverse take-over (“RTO”) of the Company by the former shareholders of CBL.

 

These condensed consolidated interim financial statements represent a continuation of the financial position, results of operations, and cash flows of CBL, together with the equity structure of CBC.

 

Transaction-related costs of approximately $380,920, consisting primarily of professional and regulatory fees, were incurred by CBL in connection with the RTO and are included in general and administrative expenses in the consolidated statements of loss and comprehensive loss.

 

In conjunction with the Qualifying Acquisition, CBL completed a private placement of common shares for gross proceeds of $1,037,682, through the issuance of 3,458,940 common shares at a price of $0.30 per share.

 

Equity Consideration of Cizzle Brands Ltd:     
Total common shares outstanding of CBC at merger   1,666,666 
Per share value  $0.30 
   $500,000 
      
Fair Value of net assets (liabilities) assumed  $- 
      
Listing Expense  $500,000 
Total Expense  $500,000 

 

5.ESTIMATES AND JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

 

In the application of the Company’s accounting policies, the directors and management are required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

9

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.) 

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

The critical accounting judgements and key sources of estimation uncertainty applicable to these condensed consolidated interim financial statements are the same as those described in CBL’s audited consolidated financial statements for the year ended July 31, 2025.

 

6.TRADE RECEIVABLES

 

   As at
October 31, 2025
   As at
July 31, 2025
 
Trade receivables  $2,591,049   $3,823,232 
Expected credit losses   (123,533)   (90,902)
Trade receivables  $2,467,516   $3,732,330 

     

   As at
October 31, 2025
   As at
July 31, 2025
 
Current  $1,938,502   $3,145,320 
31-60 Days   121,880    251,819 
61-90 Days   293,762    152,086 
91-120 Days   144,428    129,888 
Over 120 Days   92,477    144,119 
Total aged trade receivables   $2,591,049   $3,823,232 

  

7.PREPAIDS AND OTHER ASSETS

 

  

As at

October 31, 2025

  

As at

July 31, 2025

 
Deposits of inventory  $821,336   $576,689 
Marketing and promotion   585,548    563,221 
Deposits   26,266    117,342 
IT subscriptions   176,193    208,045 
Insurance   61,268    87,330 
Transportation   2,794    5,716 
Professional fees   144,300    136,925 
Deferred financing costs   718,662    - 
Sales tax receivable   543,303    - 
Other assets   206,467    299,589 
Total prepaids  $3,286,137   $1,994,856 

 

The above table includes both current and non-current prepaids and other assets.

 

10

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.) 

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

8.INVENTORY

 

   As at
October 31, 2025
   As at
July 31, 2025
 
Finished Goods  $4,019,383   $4,117,204 
Raw Materials   1,096,159    395,483 
Total Inventory  $5,115,542   $4,512,687 

 

Raw materials comprise materials and supplies to be consumed in the production process, as well as beverages in the process of production for sale that amounted to $1,096,159 as at October 31, 2025 ($395,484 as at July 31, 2025).

 

As of October 31, 2025, an obsolete inventory provisions of $15,413.04 has been recorded in cost of sales. The total amount of inventory reflected in the cost of sales was $1,450,185 (2024 -$968,735) for the year quarter ended October 31, 2025.

 

9.PROPERTY AND EQUIPMENT

 

Cost  Office Equipment
and Furniture
   Marketing
Equipment
   Computer
Equipment
   Leasehold
Improvements
   Total 
As at January 10, 2024 (date of incorporation)  $-   $-   $-   $-   $- 
Additions   112,672    -    13,352    41,623    167,647 
As at July 31, 2024   112,672    -    13,352    41,623    167,647 
Additions   125    132,020    43,675    -    175,820 
As at July, 31, 2025  $112,797   $132,020   $57,027   $41,623   $343,467 
Additions   -    5,196    7,656    -    12,852 
Disposals   -    (65,730)   -    -    (65,730)
As at October, 31, 2025  $112,797   $71,486   $64,683   $41,623   $290,589 
                          
Accumulated Depreciation As at January 10, 2024 (date of incorporation)  $-   $-   $-   $-   $- 
Additions   3,158    -    503    4,651    8,312 
As at July 31, 2024   3,158    -    503    4,651    8,312 
Additions   22,549    16,783    12,785    8,325    60,442 
Adjustments   1,878    -    212    (1,055)   1,035 
As at July, 31, 2025  $27,585   $16,783   $13,500   $11,920   $69,789 
Additions   5,640    3,575    5,271    2,081    16,567 
Disposals   -    (9,860)   -    -    (9,860)
As at October, 31, 2025  $33,225   $10,499   $18,770   $14,001   $76,496 
                          
Net Book Value                         
As at July 31, 2024  $109,514   $-   $12,849   $36,972   $159,335 
As at October 31, 2025  $79,572   $60,987   $45,912   $27,621   $214,093 

 

11

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.) 

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

10.INTANGIBLE ASSETS

 

Costs  Intellectual Property   Website   Total 
As at July, 31, 2025   5,000,000    24,750    5,024,750 
As at October, 31, 2025  $5,000,000    24,750   $5,024,750 
                
Accumulated Amortizaiton               
As at January 10, 2024 (date of incorporation)   $-   $-   $- 
Additions   250,000   $-   $250,000 
As at July, 31, 2025   750,000    5,089    755,089 
Additions   125,000    2,063    127,063 
As at October, 31, 2025  $875,000   $7,151   $882,151 
                
Net Book Value               
 As at July, 31, 2025  $4,750,000   $-   $4,750,000 
As at October, 31, 2025  $4,125,000   $17,599   $4,142,599 

 

  11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES  

 

   As at
October 31, 2025
   As at
July 31, 2025
 
Accounts payable  $5,249,427   $5,202,773 
Accrued liabilities   1,901,309    1,505,026 
Total accounts payable and accrued liabilities  $7,150,736   $6,707,799 

 

12.SHORT TERM LOANS

 

During the year ended July 31, 2025, the Company entered into two merchant cash advance financing arrangements which provided the Company with working capital in exchange for a fixed repayment amount, remitted as a percentage of the Company’s sales.

 

Under the first arrangement, the Company received CAD $215,000 and was required to repay a fixed amount of CAD $228,545, to be remitted at a rate of 24 % of daily sales. As at October 31, 2025 the company had fully repaid the balance of the note. For the three months ending October 31, 2025, the Company made total repayments of interest and principal of $150,932.

 

Under the second arrangement, the Company received USD $70,000 (CAD $102,448) and was required to repay a fixed amount of USD $74,690 (CAD $109,312), to be remitted at a rate of 22% of daily sales. As at October 31, 2025, the note was fully repaid. For the three months ended October 31, 2025, the Company made total repayments of interest and principal of $77,065.

 

12

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.) 

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

On May 20, 2025, the Company entered into a short-term loan agreement with a related party, comprising of a close family member of one of the Company’s directors. Under the terms of the agreement, the related party advanced $1,000,000 to the Company. The loan was unsecured and repayable on demand. An arrangement fee of $55,000 was paid to the lender on the date of the loan advance. The loan was interest-free for the first 90 days following the advance of the principal amount, after which it bears interest at 20% per annum until repayment. The transaction was conducted on terms and conditions agreed by the related party and the Company and was approved by the Board of Directors in accordance with the Company’s related party transaction policy. During the three months ending October 31, 2025, no principal or interest repayments were made.

 

As of August 2025, the Company fully repaid and closed related party loans.

 

On August 19, 2025, the Company entered into a revolving credit facility with Canadian and United States dollar borrowing limits of $4,000,000 and $850,000 respectively. Canadian borrowings bear interest at the Canadian Prime Rate plus 4.75 percent, subject to a minimum rate equal to the greater of 1.5 percent or the Canadian Overnight Repo Rate Average (CORRA). United States borrowings bear interest at Term Secured Overnight Financing Rate (SOFR) plus 5 percent, subject to a minimum rate equal to the greater of 1.5 percent or SOFR. Availability is determined through a borrowing base that includes 85 percent of Eligible Accounts, which consist of trade receivables that meet the lender’s criteria for collectability and aging and are calculated as the value of invoiced amounts that fall within eligibility periods and are not excluded by concentration limits or other lender-defined restrictions. Availability also includes, for Canadian borrowings, up to 85 percent of the net orderly liquidation value of Eligible Inventory. This value is determined by applying a lender-determined appraisal discount to the estimated recoverable amount of inventory in an orderly sale scenario. A minimum tangible net work (“TNW”) of $1,000,000 CAD is to be tested monthly. The TNW shall be calculated as the sum of the book equity and any Subordinated Debt minus the sum of the General Intangibles and prepaid expenses.

 

The facility matures 36 months after August 19, 2025. As at October 31, 2025, the outstanding balance under the facility was $1,518,914, which is recorded as a current liability.

 

   As at
October 31, 2025
 
Opening Balance  $- 
Withdraws   4,910,108 
Repayments   (3,516,196)
Interest Expense   40,158 
Fees    84,845 
Balance as of October 31, 2025  $1,518,914 

 

13

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.) 

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

13.RIGHT OF USE ASSETS AND LEASE LIABILITIES

 

   Total 
Right of use assets, as at July 31, 2024   182,361 
Right of use assets as at July 31, 2025  $182,361 
Right of use assets as at October 31, 2025  $182,361 
      
Accumulated Amortization     
As at January 10, 2024 (date of incorporation)  $- 
Amortization Expense   28,167 
Accumulated amortization as at July 31, 2024   28,167 
Amortization Expense   67,316 
Accumulated amortization as at July 31, 2025   95,483 
Amortization Expense   14,480 
Accumulated amortization as at October 31, 2025  $109,963 
      
As at July 31, 2025  $86,878 
As at October 31, 2025  $72,398 

 

   Total 
Total lease liabilities as at July 31, 2024   151,456 
Interest Expense   22,447 
Lease Payments   (75,180)
Lease liabilities as at July 31, 2025  $98,724 
Interest Expense   4,011 
Lease Payments   (19,161)
Lease liabilities as at October 31, 2025  $83,575 
      
Total lease liabilities as at July 31, 2025     
Current  $70,406 
Long term  $13,169 
Total  $83,575 

 

There have been no changes to the Company’s lease liability’s structure during period ending July 31, 2025.

 

The following table provides a maturity analysis of the Company’s lease liabilities. The amounts disclosed in the maturity analysis are the contractual undiscounted cashflow before deducting interest or finance charges.

 

14

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.) 

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

   Total 
Income statement     
Interest expense  $4,011 
Amortizaiton expense  $14,480 
      
Balance sheet     
Lease liabilities   83,575 
Right of use assets   72,398 
      
Contractual lease obligation     
Minimum payments under finance leases     
Within 1 year   79,366 
2 to 3 years   13,269 
4 to 5 years   - 
    92,635 
Effect of discounting   (9,060)
    83,574 
Less: Current portion   70,406 
Non-current portion   13,169 

 

14.RELATED PARTY TRANSACTIONS

 

During the three months ended October 31, 2025, and 2024, key management personnel are defined as those individuals having authority and responsibility for planning, directing, and controlling the activities of the Company. The Company considers its Executive Chairman and Chief Executive Officer (“EC&CEO”), its Co-President & Chief Revenue Officer, its Co-President & Chief Marketing Officer, its Chief Operating Office (“COO”), and its Chief Financial Officer and Corporate Secretary (“CFO”), to be its key management personnel, in addition to its board of directors. Compensation of key management is included in the consolidated statements of loss and comprehensive loss as follows:

 

   For the three
months ended
   For the three
months ended
 
   October 31, 2025   October 31, 2024 
Salaries, consulting fees, bonus and benefits  $935,087   $185,108 
Share-based payments   357,128    - 
Total  $1,292,215   $185,108 

 

Salaries, consulting fees, bonus and benefits have been included in selling, general and administrative expenses in the condensed consolidated interim statements of loss and comprehensive loss.

 

15

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.) 

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

As of October 31, 2025, the Company has an outstanding balance of $137,661 (2025 -$874,671) payable on demand to the officers of the Company, related to outstanding remuneration, which is included in accounts payable and accrued liabilities.

 

On January 25, 2024, CBL purchased 100% of the shares of Cizzle Brands Inc. for cash consideration of $5,000,000. The acquisition was accounted as an asset acquisition, and the fair value of the asset acquired comprising of intellectual property, was determined based on the total consideration paid in cash. Cizzle Brands Inc. was a related party, which was previously owned by an officer of the Company. The transaction was conducted on terms and conditions agreed to by the related party and the Company and was approved by the Board of Directors in accordance with the Company’s related party transaction policy.

 

On May 20, 2025, the Company entered into a short-term loan agreement with a related party, as disclosed in Note 12.

 

During the July 2025 private placement, four officers of the Company received units valued at $545,206 in lieu of cash compensation.

 

During the three months ended October 31, 2025, Directors received share-based payments valued at $295,079.

 

15.SHARE CAPITAL

 

Authorized:

 

An unlimited number of common shares, no par value. There are no rights, preferences, or restrictions attached to that class.

 

   # of Shares   $ Shares 
As at July 31, 2024   176,639,270   $12,888,852 
Shares issued in Private Placement (unit) (1)   29,899,124    7,254,181 
Share Issuance Cost   403,486    (239,120)
Shares Issued in connection with RTO (2)   1,666,666    500,000 
Excercise of warrants (3)   2,725,000    1,188,181 
Shares issued for Service (4)   595,645    183,250 
As at July, 31, 2025   211,929,191   $21,775,344 
Exercise of stock options (5)   75,985    16,716 
As at October, 31, 2025   212,005,176   $21,792,060 

 

(1)In connection with the August 2024 offering, the Company incurred costs of $17,840, these issuance costs were allocated $14,075 to common shares and $3,765 to the warrant reserve.

 

16

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.) 

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

The allocation was made in the same proportion as how the proceeds from the issuance of the Units were allocated between common shares and warrants.

 

In connection with the October and November 2024 share issuances, the Company incurred costs of $75,493. Additionally, the Company issued 332,875 commission shares with a total fair value of $99,863 to finders.

 

In connection with the offering which occurred in conjunction with the go public transaction, the Company issued 239,781 broker warrants with a total fair value of $42,369. Each broker’ warrant is exercisable at a price of $0.30 and expires in November 2026.

 

In connection with the July 2025 private placement, the Company incurred costs of $20,088, these issuance costs were allocated $11,157 to common shares and $8,931 to warrant reserve. The allocation was made in the same proportion as how the proceeds from the issuance of the Units were allocated between common shares and warrants.

 

(2)The Company issued 1,666,666 common shares at a value of $0.30 to the shareholders of Cizzle Brands Corporation as part of the reverse takeover transaction (Note 3).

 

(3)During the year ended July 31, 2025, 2,625,000 warrants with an exercise price of $0.40 were exercised in exchange for 2,625,000 common shares. In addition, 100,000 broker units were exercised with an exercise price of $0.20 per unit in exchange for $20,000. As a result, 100,000 common shares and 50,000 warrants were issued.

 

(4)During the year ended July 31, 2025, the Company issued 595,645 common shares to settle debts of $183,250. The shares issued were valued using the Company’s stock price at the date of issuance.

 

(5)During the period, 133,333 stock options were exercised through a net-share settlement, resulting in the issuance of 75,986 common shares. The Company reclassified $16,719 from the share-based payment reserve to share capital in connection with this equity-settled exercise. The share price at the time of exercise was $0.465 per common share.

 

16.WARRANT RESERVE

 

The warrants issued were valued using the Black-Scholes Model. The following table presents information regarding warrants issued by the Company:

 

17

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.) 

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

   # of warrants  

Weighted Avg

Exercise Price

  

Weighted Avg

Remaining Life

   Expiry Date
As at July 31, 2024   37,371,385   $0.40    2.75    
Issuance of warrants (1) (4)   1,875,000   $0.40    2.75   August 1, 2028
Issuance of Broker warrants (2)   239,781   $0.30    1.26   November, 2026
Issuance of Broker warrants (6)   12,504,671   $0.44    2.75   July 2028
Exercise of Warrants (3)   (2,625,000)  $0.40         
As at July, 31, 2025   49,365,837   $0.40    2.06    
As at October, 31, 2025   49,365,837   $0.40    1.81    

 

       Weighted Avg   Weighted Avg    
   # of broker units   Exercise Price   Remaining Life   Expiry Date
As at July 31, 2024   303,500   $0.20    0.62   June 13, 2026
Exercise of broker units(4) (5)   (100,000)  $0.20         
As at July 31, 2025   203,500   $0.20    0.62   June 13, 2026
As at October 31, 2025   203,500   $0.20    0.62   June 13, 2026

 

(1)In August 2024, the Company issued 1,875,000 warrants in connection with the private placement of Units (Note 15). The warrants have an estimated fair value of $84,246 ($0.04 per warrant). Each warrant entitles the holder thereof to acquire one half common share of the Company for a price of $0.20 for a period of two years from the date of issuance.

 

(2)In November 2024, the Company issued 239,781 broker the private placement of common shares (Note 15). The warrants have an estimated fair value of $42,369 ($0.18 per warrant). Each warrant entitles the holder thereof to acquire one common share of the Company for a price of $0.30 for a period of two years from the date of issuance.

 

(3)During the year ended July 31, 2025, 2,625,000 warrants were exercised at a price of $0.40 in exchange for 2,625,000 common shares.

 

(4)In addition, 100,000 broker warrants were exercised at a price of $0.20 per warrant in exchange for $20,000. As a result, 100,000 common shares and 50,000 warrants (Note 15) were issued.

 

(5)In prior reporting periods, broker units were included within the share capital and warrants reserve disclosure. To enhance transparency and provide greater clarity, broker units are now disclosed separately from other share and warrant instruments. This change in presentation does not impact previously reported financial figures but improves the granularity of information provided to users of the consolidated financial statements. Note 15 (3).

 

18

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.) 

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

(6)In July 2025, the Company issued 12,504,713 warrants in connection with the private placement of Units (Note 15). The warrants have an estimated fair value of $2,006,606 ($0.16 per warrant). Each Warrant entitles the holder thereof to purchase one common share of the Company for a price of $0.44 for a period of thirty-six months from the date of issuance.

 

The below inputs and assumptions were used in the fair value determination of the warrants:

 

    July 31, 2025    October 31, 2025 
Common share price   $0.20 - $0.30    $0.20 - $0.30 
Exercise price of warrants   $0.30 - $0.44    $0.30 - $0.44 
Expected life, in years   2.00 - 4.00    2.00 - 4.00 
Volatility   98% - 113%    98% - 113% 
Risk free interest rate   2.78% - 3.17%    2.78% - 3.17% 

 

There were no forfeitures of warrants were recorded during the year ended July 31, 2025 (nil- from January 10, 2024 (the date of incorporation) to July 31, 2024.)

 

17.SHARE BASED COMPENSATION

 

The stock option plan is applicable to employees and directors of the Company. The options are granted at the Company’s current fair market value of the common shares under terms and conditions determined by the Board. Under the terms of the plan, the options generally vest proportionately over a thee-year period and expire ten years from the date of the grant. There were 9,312,000 options issued during the year ending July 31, 2025 (19,120,000 for the period from January 10, 2024 (the date of incorporation) to July 31, 2024), to employees and contractors. The Company recognized a total of $ 2,712,828 of stock-based compensation for the year ended July 31, 2025 ($793,058 for period from January 10, 2024 (the date of incorporation) to July 31, 2024). Included in the total stock-based compensation expense is an amount of $493,216, which represents shares and warrants issued to officers of the Company (note 16). The Company may issue up to 15% of common shares outstanding as options under its stock- option plan.

 

During the three months ended October 31, 2025, there were 1,535,000 options issued to employees, contractors and directors. During the same period, 133,333 options were exercised for common shares in a cashless exercise in which only 75,985 common shares were issued.

 

Of the total options outstanding, there are 13,115,011 vested options, and 15,700,322 unvested options.

 

19

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.) 

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

   # of Options  

Weighted

Average Exercise
Price per Share
Option

   Expiry Date 

Weighted Avg

Remaining
Contractual life
(year)

 
As at July 31, 2024   19,120,000   $0.20   February 2034 to July 2034   7.77 
Granted (August 1, 2024 to October 31, 2024)   2,290,000   $0.21   May 2034 to October 2034   8.68 
Granted (November 1, 2024 to January 31, 2025)   5,145,000   $0.31   November 2034 to January 2035   9.09 
Granted (February 1, 2025 to April 30, 2025)   800,000   $0.40   February 2035 to April 2035   9.42 
Granted (May 1, 2025 to July 31, 2025)   1,077,000   $0.45   May 2035 to April 2035   9.56 
Forfeited   (968,334)  $0.21         
As at July, 31, 2025   27,463,666   $0.23       8.18 
Granted - August 1 to October 31, 2025   1,485,000   $0.42   August 2035   9.78 
Excercised - August 1 to October 31, 2025   (133,333)  $0.20         
As at October, 31, 2025   28,815,333   $0.24       8.26 

 

The Company uses the Black-Scholes method to calculate option values; the below assumptions were used for all options issues:

 

   October 31, 2025   July 31, 2025 
Common share price  $0.37 - $0.40   $0.20 - $0.44 
Weighted average exercise price per share option  $0.42 - $0.45   $0.20 - $0.45 
Expected life, in years   6.50    6.50 
Volatility   120%   98% - 120% 

 

The maximum term of the options is 10 years. The share price is the fair value of the shares based on the private placement share price on the day of the grant. The volatility is based on comparable public companies within comparable industries.

 

18.SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

 

The breakdown of Selling, General and Administrative Costs by nature are as follows:

 

   For the 3 months
ended
   For the 3 months
ended
 
   October 31, 2025   October 31, 2024 
Payroll and accrued bonus  $737,634   $1,003,503 
Transportation   546,499    293,690 
Professional fees   1,187,441    661,449 
Other selling, general and administrative expense   676,979    726,160 
Total Selling, general and administrative expense  $3,148,553   $2,684,802 

 

20

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

19.FINANCIAL INSTRUMENTS, RISKS AND CAPITAL MANAGEMENT

 

The Company has exposure to counterparty credit risk, liquidity risk, and market risk associated with its financial assets and liabilities. The Company’s risk management program seeks to minimize potential adverse effects on the Company’s financial performance and ultimately shareholder value. The Company manages its risks and risk exposures through a combination of insurance, a system of internal controls, and sound business practices.

 

The Company’s financial instruments and the nature of the risks to which they may be subject to are set out in the following table.

 

   Risks
         Market
         Foreign  Interest
   Credit  Liquidity  Exchange  Rate
Cash  Yes  -  Yes  -
Trade receivables  Yes  -  Yes  -
Accounts payable and accrued liabilities  -  Yes  -  -
Short term liabitilty  -  Yes  Yes  Yes

 

The carrying values of cash, trade receivables, accounts payable and accrued liabilities, approximate their fair values due to their relatively short periods to maturity.

 

Credit risk

 

Credit risk arises from cash held with banks and trade receivables and these financial assets are subject to the expected credit loss model. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses on financial assets. The Company minimizes the credit risk of cash by depositing with only reputable financial institutions and minimizes the credit risk of trade receivables by monitoring the counterparty’s creditworthiness and setting exposure limits.

 

21

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

The Company applies the simplified approach to provide for expected credit losses as prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables and contract assets. The expected credit loss provision is based on the Company’s historical collections and loss experience and incorporates forward-looking factors, where appropriate. The provision matrix below shows the expected credit loss rate for each aging category of trade receivables as at July 31, 2025.

 

October 31, 2025  Total   0 - 30 Days   31-60 Days   61-90 Days   91-120 Days   Over 120 Days 
Defaul rates        0.00%   0.00%   5.19%   10.94%   100.00%
Trade receivable  $2,591,049    1,938,502    121,880    293,762    144,428    92,477 
Expected credit loss   123,533    -    -    15,258    15,799    92,477 

 

Trade receivables with specific customers, each with 10% or more of total Company trade receivables are summarized as follows:

 

   As at   As at 
   October 31, 2025   July 31, 2025 
Customer 1  $398,571   $720,601 
Customer 2   302,946    - 
Customer 3   285,676    - 
Total aged trade receiva  $987,193   $720,601 

 

Sales with specific customers, each with 10% or more of total Company sales, are summarized as follows:

 

   For the three   For the three 
   months ended   months ended 
   October 31, 2025   October 31, 2024 
Customer 1  $691,418   $878,829 
Customer 2   -    502,364 
Total Sales  $691,418   $1,381,193 

 

Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk by continuously monitoring forecasts and actual cash flows and taking the necessary actions to maintain enough liquidity for operations and for growth objectives.

 

22

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

           Maturing in the 
   Carrying   Maturing in less   next 13 to 60 
As at October 31, 2025  amount   than 1 year   Months 
Accounts payable and accrued liabilities  $7,150,736   $7,150,736   $- 
Short term liabilities   1,518,914   $1,518,914   $- 
Lease liabilities   83,575    70,406    13,169 
Total  $8,753,226   $8,740,057   $13,169 

 

Market risk

 

Market risk is the risk that changes in market prices, such as foreign exchange rates will affect the fair value of a financial instrument or its future cash flows.

 

The Company operates internationally with a sales coming from United States and other countries. The Company is, therefore, subject to foreign currency risk. The Company reports its financial results in Canadian dollars. The Company incurs expenses in both Canadian and U.S. dollars. To date, the Company has not used foreign currency forward contracts or other hedging strategies to manage its foreign currency exposure.

 

As of July 31, 2025, the Canadian entities US-dollar net monetary assets totaled approximately US $(1,184,382). A 10% strengthening in the Canadian dollar against the United States dollar as at October 31, 2025, would have increased comprehensive income (loss) and decreased shareholder’s equity by $166,027. A 10% weakening would have had the equal but opposite effect. This analysis assumes that all other variables remain constant.

 

Capital management

 

The Company’s objective in managing capital is to ensure a sufficient liquidity position to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. The Company defines capital as equity and debt, comprised of issued common shares, warrants, contributed surplus, and accumulated deficit. The Company seeks to ensure that it has sufficient cash resources to maintain its ongoing operations and finance its research and development activities, corporate and administration expenses, working capital, and overall capital expenditures.

 

20.SEGEMENTED INFORMATION

 

For management purposes, the Company is organized into operating segments based on its location, and distribution methods. Two revenue streams and three location segments have been identified. These segments: the retail/wholesale segment, which distributes products to different businesses which are subsequently sold to consumers on to end; and the direct-to-consumer segment in which the Company sells its products directly to the consumer. The Company sells its product in Canada, the United States and Internationally.

 

23

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

The Company’s operations are managed as a single operating segment. The Chief Operating Decision Maker (the “CODM”) reviews financial performance and allocates resources on a consolidated basis.

 

While management monitors revenue by channel and geographic market for internal analysis and uses this information in setting pricing and assessing overall business strategy, discrete measures of profitability, assets, and liabilities by channel or geography are not reported to or reviewed by the CODM. Accordingly, the Company has determined that it operates as a single reportable segment for the purposes of IFRS 8 Operating Segments.

 

Revenue by channel is presented below to provide additional information to users of the consolidated financial statements.

 

   For the three months ended October 31, 2025
   Retail/Wholesale   Consumer   Total  
Canada  $1,893,361   $121,877   $2,015,239 
United States   926,833    315,912    1,242,745 
Other   42,170    -    42,170 
Total Segmented Revenues  $2,862,364   $437,789   $3,300,153 

 

   For the three months ended October 31, 2024
   Retail/Wholesale   Consumer   Total 
Canada  $1,928,352   $75,806   $2,004,158 
United States   375,695    39,934    415,629 
Other   371,147    -    371,147 
Total Segmented Revenues  $2,675,194   $115,740   $2,790,934 

 

Management has also assessed that the Company’s non-Canadian assets are immaterial.

 

Operating segments are reported in a manner consistent with the internal reporting used for the consolidated financial statements.

 

21.COMMITMENTS

 

On August 1, 2024, The Company entered into a Sponsorship Agreement with Canlan Ice Sports Corp. ("Canlan Sports"). Under this agreement, the Company has been granted exclusive promotional, advertising, sponsorship, and marketing rights associated with community-based hockey in Canada and the United States. The agreement includes the naming rights for the Canlan

 

24

 

 

Cizzle Brands Corporation (Formerly 1348512 B.C. Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended October 31, 2025, and October 31, 2024

(expressed in Canadian Dollars)

 

Sports Etobicoke facility, which will be known as "CWENCH Centre". The total consideration for the sponsorship rights is $2,250,000, payable in quarterly installments over a five-year term ending on July 31, 2029. As of October 31, 2025, the Company has paid $506,250, including $106,250 during the period. The amounts have been recorded as a marketing expense.

 

22.SUBSQUENT EVENTS

 

On December 4, 2025, the Company entered into a secured promissory note agreement for principal proceeds of $800,000. The note bears interest at a rate of 1% per month and is secured by a general charge over the Company’s assets. In conjunction with this financing, the Company incurred total fees of $64,000, comprising a $32,000 arrangement fee and a $32,000 advisory fee.

 

25