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 |
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 | Expiry Date | Weighted Avg Remaining | |||||||||||
| 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.
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