Exhibit 4.7

 

Cizzle Brands Corporation

 

(Formerly 1348512 B.C. Ltd.)

 

Condensed Consolidated Interim Financial Statements

 

For the three and six months ended January 31, 2026, and January 31, 2025

 

 

 

 

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

Condensed Consolidated Interim Statements of Changes in Financial Position

For the three and six months ended January 31, 2026, and January 31, 2025

(expressed in Canadian Dollars)

 

   Notes  As at
January 31, 2026
   As at
July 31, 2025
 
ASSETS             
Current Assets             
Cash     $2,249,594   $3,137,254 
Trade Receivables  7   3,952,420    3,732,330 
Current Prepaids and Other Assets  8   3,996,669    1,863,991 
Inventory  9   5,685,116    4,512,687 
Total Current Assets      15,883,799    13,246,262 
              
Non Current Assets             
Property and Equipment  10   32,360,024    273,678 
Prepaids and Other Long Term Assets  8   544,068    130,865 
Right of Use Assets  16   18,953,959    86,878 
Intangible Assets and Goodwill  11   55,347,184    4,269,661 
TOTAL ASSETS     $123,089,034   $18,007,344 
              
LIABILITIES             
Accounts Payable and Accrued Liabilities  12  $6,511,778    $6,707,799  
Customer Deposits     $3,747,251      
Short Term Loans  13   27,236,223   $1,227,997 
Current Portion of Lease Liabilities  16   2,942,947    66,537 
Total Current Liabilities      40,438,200    8,002,333 
              
Lease Liabilities  16   16,217,368    32,187 
Long Term Loans  15   57,191,486    - 
Derivative Liability  14   2,304,799    - 
Total Liabilities      116,151,852    8,034,520 
              
Common Shares  18   25,938,132    21,775,344 
Warrant Reserve  18,19   4,132,019    3,601,132 
Contributed Surplus  20   4,242,376    3,012,670 
Accumulated Deficit      (27,375,345)   (18,416,322)
Total Shareholders' Equity      6,937,182    9,972,824 
              
TOTAL LIABILITIES & EQUITY     $123,089,034   $18,007,344 

 

Going concern (Note 2A)

Subsequent Events (Note 25)

 

Approved by the Board of Directors

 

/s/   /s/
Name   Name
Director   Director

 

The accompanying notes are an integral part of these consolidated financial statements

 

2

 

 

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

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

For the three and six months ended January 31, 2026, and January 31, 2025

(expressed in Canadian Dollars)

 

   Notes  For the three
months ended
January 31, 2026
   For the three
months ended
January 31, 2025
   For the six
months ended
January 31, 2026
   For the six
months ended
January 31, 2025
 
Net Sales     $5,131,580   $2,856,072   $8,431,733   $5,647,006 
Cost of Sales      (3,487,046)   (1,216,689)   (5,021,093)   (2,257,342)
Gross Profit      1,644,534    1,639,383    3,410,640    3,389,664 
                        
Expenses                       
Marketing      1,278,673    976,396    2,764,377    2,342,443 
Selling, General and Administrative  21   3,304,890    2,887,742    6,453,444    5,572,544 
Share Based Compensation  20   476,035    455,462    1,246,422    825,850 
Foreign Exchange (Gain) Loss      (771,307)   15,876    (755,606)   16,758 
Depreciation and Amortization      158,545    195,060    316,654    393,245 
Total Expenses      (4,446,836)   (4,530,536)   (10,025,291)   (9,150,840)
                        
Other Expense/(Income)      (11,112)   (124,348)   (136,713)   (131,122)
Change in fair value      (118,574)   -    (118,574)   - 
Finance costs (net)      2,540,054    -    2,599,659      
Listing Expense  4   -    500,000    -    500,000 
Loss before taxes      (5,212,670)   (3,266,805)   (8,959,023)   (6,130,054)
                      - 
Loss and Comprehensive Loss      (5,212,670)   (3,266,805)   (8,959,023)   (6,130,054)
                        
LOSS PER SHARE                       
Loss per share, basic and diluted     $(0.02)  $(0.02)  $(0.04)  $(0.03)
Weighted average number of shares outstanding (basic and diluted)      217,311,508    196,932,409    200,487,340    196,932,409 

 

The accompanying notes are an integral part of these consolidated financial statements

 

3

 

 

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

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity

For the six months ended January 31 2026, and January 31, 2025

(expressed in Canadian Dollars)

 

      Common Shares   Warrants   Contributed   Accumulated   Total Equity 
   Notes  Number   Dollar   Reserve   Surplus   Deficit   (Deficiency) 
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  20   -    -    -    1,246,422         1,246,422 
Exercise of Stock Options  20   75,985    16,716    -    (16,716)   -    - 
Shares issued for Service  18, 19   53,750    19,126    2,374    -    -    21,500 
Net Loss and Comprehensive Loss     -    -    -    -    (8,959,023)   (8,959,023)
Finders Fees  18, 19   571,250    225,352    3,148    -    -    228,501 
Unit Issuance Costs      -    (298,042)   -    -    -    (298,042)
Issuance of Capital Stock  18, 19   11,892,500    4,199,636    525,364    -    -    4,725,000 
Balance as at January, 31, 2026      224,522,676    25,938,132    4,132,019    4,242,376    (27,375,345)   6,937,182 

 

      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  18,19   19,989,639    5,542,202    -    -    -    5,542,202 
Warrants  18,19   -    -    128,746    -    -    128,746 
Share Issuance Costs  18   -    (214,766)   -    -    -    (214,766)
Share Based Compensation  20   -    -    -    825,850    -    825,850 
Net Loss and Comprehensive Loss      -    -    -    -    (6,130,054)   (6,130,054)
Balance as at January 31, 2025      196,932,409   $18,216,288   $1,727,536   $1,618,908   $(10,687,545)  $10,875,187 

 

The accompanying notes are an integral part of these consolidated financial statements

 

4

 

 

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

Condensed Consolidated Interim Statements of Changes in Cashflow

For the six months ended January 31 2026, and January 31, 2025

(expressed in Canadian Dollars)

 

Cashflow from Operating Activities  Notes  For the six months ended
January 31, 2026
   For the six months ended
January 31, 2025
 
Net Loss     $(8,959,023)  $(6,130,054)
Depreciation of property and equipment     $219,569   $23,457 
Amortization of right of use assets  16  $413,998   $118,825 
Amortization of intangible asset  11  $254,125   $250,964 
Interest expense and financing fee  13, 14, 16  $1,576,655   $88,920 
Change in fair value of short and long term loans     $(118,574)  $- 
Unrealized foreign exchange gain     $(765,781)  $- 
Share based compensation  20  $1,246,422   $825,850 
Trade receivables  7  $129,910   $(1,085,645)
Prepaids and other assets  8  $(974,793)  $811,499 
Inventory  9  $(866,022)  $(1,745,041)
Accounts payable and accrued liabilities  12  $(546,021)  $2,802,791 
Customer Deposits     $2,539,144   $- 
Listing Expense  3  $-   $500,000 
Net cash flows used in by operating activities     $(5,850,391)  $(3,538,434)
              
Cashflow from Financing Activities             
Issuance of shares, units, and warrants net of issuance costs  3, 18, 19  $4,676,959   $4,956,182 
Short term loans, net of interest and repayment  13  $3,250,677   $- 
Issuance of long-term loans, net of issuance costs  14  $14,276,923   $- 
Deferred financing costs  8  $(452,923)  $- 
Lease payments  16  $(386,916)  $(148,253)
Net cash flows provided by financing activities     $21,364,720   $4,807,929 
              
Cashflow from Investing Activities             
Purchase and disposal of property and equipment  10  $(85,141)  $(137,346)
Additions to intangibles  11  $(18,489)  $(24,750)
Investment in Flow  5  $(16,298,359)  $- 
Net Cash Flows used in by Investing Activities     $(16,401,989)  $(162,096)
              
Net increase (decrease) in cash     $(887,660)  $1,107,399 
Cash, beginning of period     $3,137,254   $1,519,516 
Cash, end of period     $2,249,594   $2,626,915 

 

The accompanying notes are an integral part of these consolidated financial statements

 

5

 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025

(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 and six months ended January 31, 2026, the Company incurred a comprehensive loss of $5,212,670 and $8,959,023 respectively (January 31, 2025 - $3,266,805 and $6,130,054 respectively) and had negative cash flows from operations of $5,850,391 (January 31, 2025 was $3,538,434). The Company also had an accumulated deficit of $27,375,345 (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 condensed consolidated interim 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

 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025

(expressed in Canadian Dollars)

 

b.Statement of Compliance

 

The condensed consolidated interim financial statements have been prepared in accordance with IAS 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 consolidated financial statements prepared in accordance with IFRS® Accounting Standards (“IFRS”) and should be read in conjunction with the annual audited consolidated financial statements of Cizzle Brands Corporation for the year ended July 31, 2025.

 

The condensed consolidated interim financial statements were authorized for the issuance by the Board of Directors on March 17, 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 annual consolidated financial statements for the year ended July 31, 2025. The chart below summarizes the entities included in the condensed consolidated interim financial statements as at January 31, 2026.

 

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 Corp. United States Dollars
17550154 Canada Inc. Ontario, Canada Wholly owned subsidiary of Cizzle Brands Corp. Canadian Dollar
Cizzle Brands Acquisition Inc. Ontario, Canada Wholly owned subsidiary of 17550154 Canada Inc. Canadian Dollar
Cizzle Brands Manufacturing Inc. Ontario Canada Jointly owned by 17550154 Canada Inc and Cizzle Brands Acquisition Inc. Canadian Dollars

 

7

 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025

(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 January 31, 2026, 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, other than the following.

 

Business Acquisition

 

Business combinations are accounted for under the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Company. The consideration transferred in the acquisition is measured at fair value on the date of the acquisition, as are the identifiable net assets acquired. Transaction costs incurred in connection with a business combination are expensed as incurred. Goodwill represents the excess of consideration over the fair value of the net identifiable assets acquired in a business combination. Goodwill is tested for impairment annually or more frequently if certain indicators arise that indicate it is impaired.

 

Revenue

 

In accordance with IFRS 15 Revenue from Contracts with Customers, the Company recognises revenue at the point in time when control of the finished goods is transferred to the customer. Transfer of control is determined to occur when the finished product has successfully passed quality control inspection and has been made available for collection by the customer at the agreed delivery point, consistent with the contractual terms.

 

The transaction price is determined based on contractually agreed tolling or processing fees. Certain contracts contain variable consideration, including volume-based adjustments, penalties, or discounts. The Company estimates variable consideration using the most likely amount method and includes such amounts in the transaction price only to the extent that it is highly probable that a significant reversal of cumulative revenue recognised will not occur when the uncertainty is subsequently resolved. Estimates of variable consideration are reviewed and updated at each reporting date, reflecting the latest available information and the Company's assessment of contract performance to date.

 

8

 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025

(expressed in Canadian Dollars)

 

The Company provides toll manufacturing and co-packing services to customers within its Manufacturing segment. Under these arrangements, customers typically supply raw materials, and the Company performs processing and packaging activities to produce finished goods on the customers' behalf, and earns a fee. The Company does not take title to raw materials provided by customers. Revenue from such services is recognized as performance obligations are satisfied, typically when processing services are rendered and control of the finished goods passes to the customer. The fee is recognized as revenue, while advance payments for raw materials are treated as contract liabilities.

 

Short Term Liabilities

 

Short term liabilities comprise of the vendor take back note (“VTB Note”), secured and unsecured promissory notes, revolver credit facility and other short-term loans. Upon initial recognition, the short term liabilities are measured at fair value, which represents the amount of proceeds received, net of directly attributable transaction costs incurred in connection with the financing. Any transaction costs that are directly attributable to the issuance of the loan are deducted from the carrying amount of the financial liability and are subsequently amortized over the term of the instrument as part of interest expense using the effective interest rate method.

 

Subsequent to initial recognition, the short term liabilities are measured at amortized cost using the effective interest rate method. The effective interest rate is the rate that discounts the estimated future cash payments over the expected life of the financial liability to the carrying amount at initial recognition. Interest expense is recognized in the condensed consolidated interim statements of loss and comprehensive loss over the term of the loan and includes the amortization of any transaction costs, premiums or discounts associated with the financing.

 

Long Term Debt

 

The Company measures for its long-term debt instruments at fair value through profit or loss in accordance with IFRS 9, Financial Instruments. These financial liabilities are initially recognized at fair value, which represents the proceeds received, and are subsequently remeasured at fair value at each reporting date. Changes in fair value are recognized in profit or loss in the period in which they arise and are presented within finance costs in the interim condensed consolidated statement of loss and comprehensive loss. Interest incurred on these liabilities is recognized within finance costs.

 

Derivative Liability

 

The Company issued warrants in connection with certain financing arrangements. The warrants are classified as derivative financial liabilities as the contractual terms of the instruments do not meet the “fixed-for-fixed” equity classification criteria under IAS 32, Financial Instruments: Presentation. As a result, the warrants are accounted for as financial liabilities measured at fair value through profit or loss in accordance with IFRS 9, Financial Instruments.

 

9

 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025

(expressed in Canadian Dollars)

 

Upon initial recognition, the warrants are measured at their fair value on the issuance date. The fair value of the warrants is recognized as a warrant liability on the consolidated statement of financial position. Where warrants are issued in connection with debt instruments or other financing arrangements, the fair value of the warrants is recorded separately and allocated as part of the overall transaction consideration.

 

Subsequent to initial recognition, the warrant liability is remeasured at fair value at each reporting date. Changes in the fair value of the warrants are recognized in the consolidated statement of income and comprehensive income within finance income or expense for the period in which the change occurs.

 

The warrant liability is derecognized when the warrants are exercised, expire, or are otherwise extinguished. Upon exercise, the carrying amount of the warrant liability together with the proceeds received is recognized in share capital. If the warrants expire unexercised, the carrying amount of the warrant liability is recognized in the consolidated statement of loss and comprehensive loss.

 

Newly announced accounting standards not yet in effect

 

IFRS 18, Presentation and Disclosure in Financial Statements

 

In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements. IFRS 18 replaces IAS 1 Presentation of Financial Statements and introduces new presentation requirements within the statement of income or loss, including specified totals and subtotals, disclosure of management-defined performance measures, and aggregation and disaggregation of financial information based on identified roles of the primary financial statements and the notes. This new standard is effective for reporting periods beginning on or after January 1, 2027 and is to be applied retrospectively. Earlier application is permitted. The Company is currently assessing the potential impact of adopting this standard.

 

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 its issued and outstanding common shares on a 1.80-for-1 basis.

 

10

 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025

(expressed in Canadian Dollars)

 

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.

 

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.BUSINESS ACQUISITION

 

On December 24, 2025, the Company completed the acquisition of all the issued and outstanding shares of Flow Water Inc. (the “Acquisition”) pursuant to a definitive share purchase agreement. Flow Water Inc. (“Flow”) operates a beverage co-manufacturing facility in Aurora, Ontario. Immediately prior to closing, certain brand-related intellectual property and trademarks associated with the Flow consumer beverage business were transferred to Flow’s previous parent entity. Accordingly, the Company acquired substantially all the manufacturing operations and related assets and liabilities of the business. The acquired entity was subsequently renamed Cizzle Brands Manufacturing Inc.

 

11

 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025
(expressed in Canadian Dollars)

 

The aggregate purchase price was approximately $38.55 million, subject to customary post- closing and working capital adjustments, and was financed through a combination of a senior secured credit facility, convertible debenture, a vendor take-back loan and proceeds from concurrent equity private placements. The Acquisition has been accounted for as a business combination in accordance with IFRS 3, Business Combinations, and the results of the acquired business have been consolidated from the acquisition date. As the transaction was accounted for as a business combination, transaction costs were expensed. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets will represent the sales and growth potential of Cizzle Manufacturing Inc. The goodwill resulted from this acquisition is not tax deductible.

 

The following table summarizes the fair value of consideration paid on the acquisition date and the allocation of the purchase price to the assets acquired and liabilities assumed. Flow’s previous parent entity was placed into receivership prior to the acquisition by Cizzle. In accordance with IFRS 3, the Company has up to one year from the acquisition date to finalize the accounting for a business combination. Accordingly, the accounting for the Acquisition has been completed using provisional amounts within these unaudited interim condensed consolidated financial statements. The Company is in the process of finalizing the valuation of any acquired intangible assets, property and equipment, right-of-use asset, customer deposits, and deferred tax liability as part of the purchase price allocation. The transaction cost associated with the Acquisition has been expensed in the condensed consolidated interim financial statements of loss and comprehensive loss as finance costs.

 

   Fair value
recognized on
acquisition
$CAD
 
Contract Asset   952,333 
Inventory   306,407 
Prepaid Expenses   115,832 
Property and Equipment   32,220,376 
Right-of-Use Assets   19,281,477 
Deposits   400,000 
Intangibles / Goodwill   51,313,159 
Other payable   (350,000)
Customer Deposits   (1,208,107)
Lease obligations   (19,281,477)
Loan   (45,201,641)
Deferred tax liability   - 
Purchase consideration transferred   38,548,359 
      
    $CAD 
Cash Consideration   16,298,359 
VTB Note   22,250,000 
    38,548,359 

 

 12 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025
(expressed in Canadian Dollars)

 

The Company has fully paid the loan of $45,201,641 on the date of acquisition.

 

Subsequent to the acquisition, Cizzle Brands Manufacturing Inc. contributed a total of $2,365,663 in revenue and $390,808 in net loss and comprehensive loss.

 

6.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 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.

 

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.

 

The fair value of the liabilities is determined using valuation techniques that incorporate observable market inputs where available and, where necessary, unobservable inputs reflecting the Company’s credit risk, contractual terms, and prevailing market conditions for comparable debt instruments. Where significant unobservable inputs are used, the liabilities are classified within Level 3 of the fair value hierarchy.

 

The fair value of the warrants is determined using an option pricing model that incorporates observable and unobservable inputs, including the Company’s share price, expected volatility, risk-free interest rate, expected life of the warrants and dividend yield.

 

7.TRADE RECEIVABLES

 

   As at   As at 
   January 31, 2026   July 31, 2025 
Current  $2,902,033   $2,656,563 
1-30 Days   639,487   $488,758 
31-60 Days   204,658    251,819 
61-90 Days   47,976    152,086 
91-120 Days   182,778    129,888 
Over 120 Days   72,730    144,119 
Expected credit loss   (97,242)   (90,902)
Total aged trade receivables  $3,952,420   $3,732,330 

  

 13 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025
(expressed in Canadian Dollars)

 

8.PREPAIDS AND OTHER ASSETS

 

    As at
January 31, 2026
    As at
July 31, 2025
 
Inventory   $ 32,919     $ 576,598  
Marketing and promotion     1,227,969       563,221  
Deposits     516,988       117,342  
IT subscriptions     151,566       208,045  
Insurance     123,062       87,330  
Transportation     1,779       5,716  
Professional fees     289,030       136,925  
Lease     19,166       -  
Deferred financing costs     452,923       -  
Sales tax receivable     701,925       -  
Other assets     1,023,411       168,724  
Total prepaids   $ 4,540,738     $ 1,863,901  

 

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

 

9.INVENTORY

 

   As at
January 31, 2026
   As at
July 31, 2025
 
Finished Goods  $4,988,886   $4,117,204 
Raw Materials   696,230    395,483 
Total Inventory  $5,685,116   $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 $696,230 as at January 31, 2026 ($395,484 as at July 31, 2025).

 

An obsolete inventory provisions of $30,576 for the three months, and $45,989 for the six months ending January 31, 2026, and has been recorded in cost of sales. The total amount of inventory reflected in the cost of sales was $1,935,847 and $3,386,032 (January 31, 2025 - $1,079,970 and $ 2,048,705) for the three and six months ended January 31, 2026.

 

 14 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025
(expressed in Canadian Dollars)

 

10.PROPERTY AND EQUIPMENT

 

 

Cost  Office Equipment
and Furniture
  Marketing
Equipment
  Computer
Equipment
  Building and
Leasehold
Improvements
  Equipment  Vehicles  Construction in
Progress
  Total 
As at July 31, 2024  $112,672.00  $132,020  $13,352.00  $41,622.67  $-  $-  $-  $167,646.97 
Additions   125   132,020   43,675   -   -   -   -   175,820 
As at July 31, 2025 $112,797  $132,020  $57,027  $41,623  $-  $-  $-  $343,467 
Additions   -   66,426   8,155   76,688   -   -   -   151,269 
Addtions from Acqusition   45,632   -   9,667   1,485,826   26,858,222   1,415   3,819,614   32,220,376 
Disposals   -   (65,730)  -   -   -   -   -   (65,730)
As at January 31, 2026  $158,429  $132,716  $74,849  $1,604,137  $26,858,222  $1,415  $3,819,614  $32,649,382 
                                  
Accumulated Depreciation                                 
As at July 31, 2024  $3,158.00   $-  $502.94  $4,651.00  $-  $-  $-  $8,311.97 
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   11,279   8,859   10,674   4,162   -   -   -   34,975 
Addtions from Acqusition   1,574   -   784   18,833   173,224   38   -   194,454 
Disposals   -   (9,860)  -   -   -   -   -   (9,860)
As at January 31, 2026  $40,438  $15,783  $24,958  $34,915  $173,224  $38  $-  $289,358 
                                  
Net Book Value                                 
As at July 31, 2025  $85,212  $115,237  $43,527  $29,702  $-  $-  $-  $273,678 
As at January 31, 2026  $117,991  $116,933  $49,891  $1,569,221  $26,684,998  $1,377  $3,819,614  $32,360,024 

 

For the period ended January 31, 2026, $148,348 of depreciation has been included in the cost of goods sold.

 

Certain equipment is pledged as security as part of the Company’s lease arrangement.

 

11.INTANGIBLE ASSETS AND GOODWILL

 

Costs  Intellectual Property   Website   Trademark   Goodwill   Total 
As at July, 31, 2025  $5,000,000   $24,750   $-   $-   $5,024,750 
Additions   -    -    -    -    51,331,648 
As at January, 31, 2026  $5,000,000   $-   $-   $-   $56,356,398 
                          
Accumulated Amortizaiton                         
As at July, 31, 2025  $750,000   $5,089   $-   $-   $755,089 
Additions   250,000    4,125    -    -    254,125 
As at January, 31, 2026  $1,000,000   $9,214   $-   $-   $1,009,214 
                          
Net Book Value                         
As at July, 31, 2025   4,750,000    -    -    -    4,750,000 
As at January, 31, 2026   4,000,000    15,536    18,489    51,313,159    55,347,184 

 

 15 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025 (expressed in Canadian Dollars)

 

12.ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

   As at
January 31, 2026
   As at
July 31, 2025
 
Accounts payable  $4,229,322   $5,202,773 
Accrued liabilities  2,282,457   1,505,026 
Total accounts payable and accrued liabilities  $6,511,779   $6,707,799 

 

13.SHORT TERM LOANS

 

$  Vendor take Back  Promissory Note  Secured Promissory  Revolver  Other  Total 
Opening Balance   -       -   -   1,227,997   1,227,997 
Additions   22,250,000   3,880,000   800,000   6,118,921   -   33,048,921 
Payments   -   -   (200,000)  (6,120,247)  (1,227,997)  (7,548,244)
Fair value Adjustment   -   -   -   -   -   - 
Fees Payable   -   -   -   110,953   -   110,953 
Interest and accretion expense   278,241   40,429   15,518   62,408   -   396,596 
As at January, 31, 2026   22,528,241   3,920,429   615,518   172,035   -   27,236,223 

 

Vendor Take Back

 

On December 23, 2025, the Company obtained a $22,250,000 secured VTB Note with a maturity date of December 23, 2026, proceeds of which were used to finance the Flow Acquisition (Note 5). The VTB Note bears an interest rate of 12.0%, compounding monthly. Principal and interest are due on maturity. The VTB Note is subject to certain covenants, and as at January 31, 2026, the Company was in compliance with all the covenants.

 

Promissory Note

 

In January 2026, the Company entered into a promissory note agreement (“Promissory Note”) and drew $4.0 million under the facility. The borrowing bears interest at 14% per annum, payable monthly in arrears, and matures 12 months from the funding date. The loan is measured at amortized cost in accordance with IFRS 9. A $120,000 origination fee paid to the lender was accounted for as a directly attributable transaction cost and deducted from the initial carrying amount of the liability. The loan is subsequently measured using the effective interest method. The Promissory Note is subject to certain covenants, and as at January 31, 2026, the Company was in compliance with all the covenants.

 

Secured Promissory Note

 

On December 4, 2025, the Company entered into a secured promissory note (“Secured Promissory Note”) for gross proceeds of $800,000. The note bears interest at a rate of 1% per month, calculated daily, and is repayable on demand by the lender after February 4, 2026, unless repaid earlier by the Company. On December 23, 2026, the Company repaid $200,000 of the principal balance owing through issuance of 500,000 units, together with the private placement completed by the Company (note 18). The loan is secured pursuant to a general security agreement over the assets of the Company.

 

 16 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025
(expressed in Canadian Dollars)

 

Revolver

 

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. For Canadian borrowings, availability is based on 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 worth (“TNW”) of $1,000,000 CAD is to be maintained monthly.

 

The facility is repayable on demand. As at January 31, 2026, the outstanding balance under the facility was $172,035, which was recorded as a current liability.

 

Other

 

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 January 31, 2026 the note was fully repaid. For the three months ending January 31, 2026, 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 January 31, 2026, the note was fully repaid. For the three months ended January 31, 2026, the Company made total repayments of interest and principal of

 

$77,065.

 

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.

 

As of August 2025, the related party loan was fully repaid.

 

 17 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025
(expressed in Canadian Dollars)

 

14.LONG TERM LOANS

 

   Senior Debt   Convertible   Total 
Opening Balance  $-   $-   $- 
Additions   52,880,640    7,500,000    60,380,640 
Fair Value of Warrants   (2,423,373)   -    (2,423,373)
Fair Value Adjustment   -    -    - 
Gain on Foreign Foreign Exchange   (765,781)   -    (765,781)
As at January, 31, 2026   49,691,486    7,500,000    57,191,486 

 

Senior Debt - OIC Credit Facility

 

On December 23, 2025, the Company entered into a credit agreement (“OIC Credit Facility”) with Orion Infrastructure Capital. The aggregate amount committed under the OIC Credit Facility is $68,855,000 comprising (i) a $55,084,000 initial term loan facility (“Initial Term Loan”) and (ii) a $13,771,000 additional commitment.

 

The Company received total net cash proceeds of $52,880,640 under the Initial Term Loan, of which $2,423,373 were allocated to the warrants issued to the lender (see note 15). and recognized debt of $50,457,267 at fair value through profit or loss (“FVTPL”) upon initial recognition. Transaction costs of $902,076 were recognized as finance costs in the interim condensed consolidated statement of loss and comprehensive loss. The Initial Term Loan bore an interest rate of 12% payable quarterly. All interest payments prior to June 30, 2026, are payable in kind unless the Company elects to make cash payments. The Initial Term Loan has a maturity date of December 23, 2030, and is payable at maturity.

 

The OIC Credit Facility contains certain prepayment options, including voluntary prepayment and mandatory prepayments upon occurrence of certain future events. Any such prepayment is subject to prepayment premium.

 

It includes an exit premium that would be calculated based on the 30-day volume-weighted average price (“VWAP”) of the Company. It also includes a make-whole payment premium that would be calculated based on the accrued interest and any prepayment made by the Company as of the date of full repayment.

 

The Company elected to designate the entire OIC Credit Facility at FVTPL.

 

Convertible Debentures

 

On December 23, 2025, the Company issued convertible unsecured debentures (“Convertible Debentures”) for total cash proceeds of $7,500,000 with a maturity date of December 23, 2028. The Convertible Debentures bear an interest rate of 7.20% payable monthly and are convertible into common shares of the Company at an exercise price of $0.50 per share, subject to certain adjustments.

 

 18 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025 (expressed in Canadian Dollars)

 

The Convertible Debentures include an exit premium calculated based on the 5-day VWAP of the Company.

 

The Company elected to designate the entire Convertible Debentures at FVTPL.

 

15.DERIVATIVE LIABILITY

 

In conjunction with the OIC Credit Facility, the Company issued 7,500,000 common share purchase warrants to the lender. Each warrant entitles the holder to purchase one share at an exercise price of $0.40 per share until December 23, 2030. The warrants contain a cashless exercise provision, which violated the fixed-for-fixed criterion, and accordingly these warrants have been classified as a financial liability at FVTPL on issuance. The fair value of the warrants was assessed using the Black-Scholes option pricing model. Key assumptions used in the model were as follows:

 

   January 31, 2026   December 23, 2025 
Underlying share price  $0.39   $0.40 
Exercise price  $0.40   $0.40 
Expected dividend yield   %nil    %nil 
Risk-free interest rate   2.93%   2.94%
Expected option life   4.89 years    5.00 years 
Expected volatility   113%   113%

 

Significant inputs of the Black-Scholes model include the volatility, underlying share price and volatility. The Company estimates that a 10% increase in the volatility, holding other assumptions constant, would increase the fair value of the warrant liability by approximately

 

$103,500 as at January 31, 2026. The Company estimates that a 10% increase in the underlying share price, holding other assumptions constant, would increase the fair value of the warrant liability by approximately $261,000 as at January 31, 2026. The Company estimates that an increase in the expected life by 1 year, holding other assumptions constant, would increase the fair value of the warrant liability by approximately $120,000 as at January 31, 2026.

 

The following table provides a reconciliation of the warrant liability for the period ended January 31, 2026:

 

   Warrant Liability 
December 23, 2025  $2,423,373 
Gain on remeasurement   (118,574)
January 31, 2026   2,304,799 

 

 19 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025 (expressed in Canadian Dollars)

 

The following table is a summary of the Company’s warrants outstanding as at January 31, 2026:

 

Expiration Date  Warrants outstanding   Weighted average exercise price 
     #      
December 23, 2034   7,500,000    0 
    7,500,000    0 

 

The weighted average remaining contractual life of warrants outstanding as at January 31, 2026, was 4.89 years.

 

16.RIGHT OF USE ASSETS AND LEASE LIABILITIES

 

 

   Office   Equipment   Warehouse   Vehicle   Total 
Right of use assets, as at July 31, 2024  $182,361   $-   $-   $-    182,361 
Right of use assets as at July 31, 2025  $182,361   $-   $-   $-   $182,361 
Additions   -    11,437,219    7,747,333    96,527    19,281,079 
Adjustments   -    -    -    -    - 
Right of use assets as at January 31, 2026  $182,361   $11,437,219   $7,747,333   $96,527   $19,463,440 
                          
Accumulated Amortization                         
Accumulated amortization as at July 31, 2024  $28,167   $-   $-   $-   28,167 
Amortization Expense   67,316    -    -    -    67,316 
Accumulated amortization as at July 31, 2025   95,483    -    -    -    95,483 
Amortization Expense   28,959    245,002    137,994    2,043    413,998 
Accumulated amortization as at January 31, 2026  $124,443   $245,002   $137,994   $2,043   $509,481 
                          
As at July 31, 2025  $86,878   $-   $-   $-   $86,878 
As at January 31, 2026  $57,918   $11,192,217   $7,609,340   $94,484   $18,953,959 

 

   Office   Equipment   Warehouse   Vehicle   Total 
Total lease liabilities as at July 31, 2024  $151,456   $-   $-   $-   151,456 
Interest Expense   22,447    -    -    -    22,447 
Lease Payments   (75,180)   -    -    -    (75,180)
Lease liabilities as at July 31, 2025  $98,724   $-   $-   $-   $98,724 
Additions   -    11,437,219    7,747,333    96,925    19,281,477 
Interest Expense   7,316    91,822    66,786    1,107    167,032 
Lease Payments   (38,321)   (217,629)   (126,435)   (4,531)   (386,916)
Lease liabilities as at January 31, 2026  $67,719   $11,311,412   $7,687,684   $93,501   $19,160,316 
                          
Total lease liabilities as at July 31, 2025                         
Current  $67,718   $1,851,620   $996,422   $27,187   $2,942,947 
Long term   -   $9,459,792   $6,691,262   $66,314   $16,217,368 
Total  $67,718   $11,311,412   $7,687,684   $93,501   $19,160,316 

 

 20 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025 (expressed in Canadian Dollars)

 

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.

 

Income statement  Office   Equipment   Warehouse   Vehicle   Total 
Interest expense  $7,316   $91,822   $66,786   $549   $166,473 
Amortizaition expense   28,959    242,702    136,226    2,043   $409,931 
                          
Balance sheet                         
Lease liabilities   67,719    11,311,412    7,687,684    93,501    19,160,316 
Right of use assets   57,919    11,194,516    7,611,108    94,484    18,958,026 
                          
Contractual lease obligation                         
Minimum payments under finance leases                         
Within 1 year   79,366    2,585,499    1,533,089    21,512    4,219,466 
2 to 3 years   -    5,170,999    3,169,260    47,637    8,387,896 
more than 4 years   -    5,675,809    5,226,843    24,123    10,926,774 
    79,366    13,432,307    9,929,192    93,272    23,534,136 
Effect of discounting   (11,647)   (2,120,895)   (2,241,507)   229    (4,373,820)
    67,719    11,311,412    7,687,684    93,501    19,160,316 
Less: Current portion   67,718    1,851,620    996,422    27,187    2,942,947 
Non-current portion   -    9,459,792    6,691,262    66,314    16,217,368 

 

17.RELATED PARTY TRANSACTIONS

 

During the three and six months ended January 31, 2026, and 2025, 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
January 31, 2026
   For the three
months ended
January 31, 2025
   For the six months
ended
January 31, 2026
   For the six months
ended
January 31, 2025
 
Salaries, consulting fees, bonus and benefits  $497,587   $266,373   $1,432,674   $451,481 
Share-based payments  189,709   9,796   546,837   9,796 
Total  $687,296   $276,169   $1,979,511   $461,277 

 

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.

 

 21 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025
(expressed in Canadian Dollars)

 

As of January 31, 2026, the Company has an outstanding balance of $97,527 (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 (family member of key management personnel), 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 January 31, 2026, Directors received share-based payments valued at $153,143..

 

18.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   $ Warrants   $ Total 
As at July 31, 2024   176,639,270   $12,888,852   $1,598,790   $14,487,642 
Shares issued in Private Placement (unit) (1)   29,899,124    7,254,181    2,090,852    9,345,033 
Share Issuance Cost   403,486    (239,120)   29,671    (209,449)
Shares Issued in connection with RTO (2)   1,666,666    500,000    -    500,000 
Excercise of warrants (3)   2,725,000    1,188,181    (118,181)   1,070,000 
Shares issued for Service (4)   595,645    183,250    -    183,250 
As at July, 31, 2025   211,929,191   $21,775,344   $3,601,132   $25,376,476 
Exercise of stock options (5)   75,985    16,716    -    16,716 
Units issued in private placement (6)   11,892,500    3,901,594    525,364    4,426,958 
Shares for Service (6)   53,750    19,126    2,374    21,500 
Finders Fees (7)   571,250    225,352    3,148    228,501 
As at January 31, 2025   224,522,676   $25,938,132   $4,132,018   $30,070,150 

 

(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. 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.

 

 22 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025
(expressed in Canadian Dollars)

 

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 75,985 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.

 

(6) In December 2025, the Company completed a private placement raising gross proceeds of $4,725,000 through the issuance of 11,812,500 units at a price of $0.40 per unit. Each unit consisted of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one additional common share of the Company at an exercise price of $0.60 per share for a period of 24 months from the date of issuance, subject to acceleration in certain circumstances. Based on the relative fair value allocation of the units issued in the financing $3,901,594 o ethe proceeds was allocated to share capital and $525,364 was allocated to warrants. In addition, the Company issued 5,375 units for services rendered, with a total fair value of $21,500, of which $19,126 was allocated to share capital and $2,374 was allocated to warrants.

 

 23 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025
(expressed in Canadian Dollars)

 

(7) In connection with the Company’s debt financing, the Company issued finder’s fees payable in equity instruments. The Company issued 500,000 common shares with a fair value of $200,000. In addition, the Company issued 71,250 units as finder’s compensation. Each unit consisted of one common share and one-half of one common share purchase warrant on terms consistent with the related financing. The total fair value of the units issued was $28,500, of which $25,352 was allocated to share capital and $3,148 was allocated to warrants based on their relative fair values at the date of issuance.

 

19.WARRANT RESERVE

 

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

 

   # 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         
Expiry of Warrants   -   $-         
As at July, 31, 2025   49,365,837   $0.40    2.06    
Issuance of units (private plament)   5,946,250   $0.60    1.90   December 2027
Issuance of units (finders fees)   35,625   $0.60    1.90   December 2027
Issuance of units (shares for service)   26,875   $0.40    1.90   December 2027
As at January, 31, 2026   55,374,587   $0.40    1.81    

 

   # of broker units   Weighted Avg
Exercise Price
   Weighted Avg Remaining Life   Expiry Date
As at July 31, 2024   303,500   $0.20    0.36   June 13, 2026
Exercise of broker units(4) (5)   (100,000)  $0.20         
As at July 31, 2025   203,500   $0.20    0.36   June 13, 2026
As at January 31, 2026   203,500   $0.20    0.36   June 13, 2026

 

(1) In August 2024, the Company issued 1,875,000 warrants in connection with the private placement of Units (Note 18). 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.

 

 24 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025
(expressed in Canadian Dollars)

 

(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 18) 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 18 (3).

 

(6) In July 2025, the Company issued 12,504,713 warrants in connection with the private placement of Units (Note 18). 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.

 

(7) In connection with the December 2025 private placement, the Company issued 5,906,250 common share purchase warrants as part of the units issued in the financing. Each whole warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.60 per share for a period of 24 months from the date of issuance, subject to acceleration in certain circumstances. Based on the relative fair value allocation at the date of issuance, $525,364 of the gross proceeds from the private placement was allocated to the warrants and recorded in the warrant reserve within shareholders’ equity.

 

(8) In connection with the December 2025 debt financing, the Company issued 35,625 common share purchase warrants as finder’s fees. The warrants were measured at a fair value of $3,148 at the date of issuance and were recognized as share issuance costs, with a corresponding amount recorded in the warrant reserve within statement of shareholders’ equity.

 

(9) In connection with services rendered related to the financing, the Company issued 26,875 common share purchase warrants. The warrants were measured at a fair value of $2,374 at the date of issuance based on their relative fair value allocation. The fair value of the warrants was recognized as share issuance costs, with a corresponding amount recorded in the warrant reserve within statement of shareholders’ equity.

 

 25 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025
(expressed in Canadian Dollars)

 

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

 

   July 31, 2025   January 31, 2026 
Common share price  $0.20 - $0.30   $0.30 - $0.30 
Exercise price of warrants  $0.30 - $0.44   $ 0.60 
Expected life, in years  2.00 - 4.00   2.00 
Volatility  98% - 113%   98% - 113% 
Risk free interest rate  2.78% - 3.17%   2.57%

 

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.)

 

20.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 three-year period and expire ten years from the date of the grant.

 

   # 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 January 31, 2026   1,485,000   $0.42   August 2035   9.78 
Excercised - August 1 to October 31, 2025   (133,333)  $0.20         
Forfeited   (266,300)  $0.22         
As at January, 31, 2026   28,549,033   $0.24       8.26 

 

There were 1,485,000 options issued during the six months period ended January 31, 2026 (9,312,000 options issued during the year ending July 31, 2025), to employees and contractors. The Company recognized a total of $ 1,246,422 of share-based compensation for the six months period ended January 31, 2026 (January 31, 2025 - $825,850). Included in the total stock-based compensation expense is an amount of $546,837, which represents shares and warrants issued to officers of the Company (note 17). The Company may issue up to 15% of common shares outstanding as options under its stock- option plan.

 

 26 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025
(expressed in Canadian Dollars)

 

During the six month period ended January 31, 2026, 133,333 options were exercised for common shares in a cashless exercise in which only 75,985 common shares were issued. During the period 266,300 options were forfeited.

 

Of the total options outstanding, there are 16,497,331 vested options, and 12,051,702 unvested options.

 

The average market price of options exercised was $0.465 per share.

 

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

 

   January 31, 2026   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% 
Risk free interest rate  3.18% - 3.26%   2.64% - 3.16% 

 

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.

 

21.SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

 

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

 

   For the three months ended   For the six months ended 
   January 31, 2026   January 31, 2025   January 31, 2026   January 31, 2025 
Payroll and accrued bonus  $1,232,916   $602,329   $1,970,550   $1,605,832 
Transportation   388,012    296,086    934,511    589,776 
Professional fees   847,303    1,126,433    2,034,744    1,787,882 
Other selling, general and administrative expense   836,659    862,894    1,513,639    1,589,054 
Total Selling, general and administrative expense  $3,304,890   $2,887,742   $6,453,444   $5,572,544 

 

22.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.

 

 27 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025 (expressed in Canadian Dollars)

 

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 
    Credit    Liquidity    Foreign Exchange    Interest
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.

 

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 January 31, 2026.

 

January 31, 2025  Total   Current   0 - 30 Days   31-60 Days   61-90 Days   91-120 Days   Over 120 Days 
Defaul rates        0.19%   0.42%   1.66%   3.49%   6.15%   100.00%
Trade receivable  $4,049,662    2,902,033    639,487    204,658    47,976    182,778    72,730 
Expected credit loss   97,242    5,514    2,686    3,397    1,674    11,241    72,730 

 

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

 

 28 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025
(expressed in Canadian Dollars)

 

   As at   As at 
   January 31, 2026   July 31, 2025 
Customer 1  $1,197,651   $720,601 
Customer 2   502,166    - 
Customer 3   350,000    - 
Total aged trade receivables  $2,049,817   $720,601 

 

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

 

   For the three
months ended
   For the three
months ended
      For the six
months ended
   For the six
months ended
 
   January 31, 2026   January 31, 2025      January 31, 2026   January 31, 2025 
Customer 1  $1,526,760   $665,050   Customer 1  $1,526,760   $1,452,340 
Customer 2   -    573,511   Customer 2   -    1,200,033 
Total Sales  $1,526,760   $1,238,561   Total Sales  $1,526,760   $2,652,373 

 

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.

 

As at January, 31 2026   Carrying amount     Maturing in less
than 1 year
 
Accounts payable and accrued liabilities   $ 6,511,778     $ 6,511,778  
Short term liabilities     27,236,223       27,236,223  
Lease liabilities     19,160,316       2,942,947  
Long term debt     57,191,486       -  
Total   $ 110,099,803     $ 36,690,949  

 

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.

 

 29 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025
(expressed in Canadian Dollars)

 

As of January 31, 2026, the Canadian entities US-dollar net monetary assets totaled approximately US $1,447,080. A 10% strengthening in the Canadian dollar against the United States dollar as at January 31, 2026, would have increased comprehensive income (loss) and decreased shareholder’s equity by $196,253. 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.

 

23.SEGEMENTED INFORMATION

 

The Company’s operations are managed on a consolidated basis. The Chief Operating Decision Maker (the “CODM”) reviews consolidated financial performance and allocates resources at an entity-wide level. Discrete measures of profitability, assets, and liabilities by channel or geography are not regularly reported to or reviewed by the CODM. Accordingly, the Company has determined that it operates as a three reportable segment for the purposes of IFRS 8 Operating Segments. Revenue by channel is presented below for informational purposes only.

 

The Company’s operations are managed as two operating segment distribution and manufacturing. 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 two 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.

 

 30 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025
(expressed in Canadian Dollars)

 

 

 

   For the three months ended January 31, 2026 
   Retail/Wholesale   Consumer   Manufacturing   Total 
Canada  $982,263   $141,831   $2,365,663   $3,489,756 
United States  909,963   384,422   -   $1,294,385 
Other  347,438   -   -   $347,438 
Total Segmented  $2,239,664   $526,253   $2,365,663   $5,131,580 

 

   For the three months ended January 31, 2025 
   Retail/Wholesale   Consumer   Manufacturing   Total 
Canada  $1,816,928   $157,200   $                 -   $1,974,128 
United States  $524,771   $133,402   $-   $658,173 
Other  $223,771   $-   $-   $223,771 
Total Segmented Revenues  $2,565,470   $290,602   $-   $2,856,072 

 

   For the six months ended January 31, 2026 
   Retail/Wholesale   Consumer   Manufacturing   Total 
Canada  $2,875,624   $263,708   $2,365,663   $5,504,995 
United States  1,836,796   700,334   -   2,537,130 
Other  389,608   -   -   389,608 
Total Segmented Revenues  $5,102,028   $964,042   $2,365,663   $8,431,733 

 

   For the six months ended January 31, 2025 
   Retail/Wholesale   Consumer   Manufacturing   Total 
Canada  $3,745,280   $233,006   $                          -   $3,978,286 
United States  900,466   173,336   -   1,073,802 
Other  594,918   -   -   594,918 
Total Segmented Revenues  $5,240,664   $406,342   $-   $5,647,006 

 

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.

 

 31 

 

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended January 31, 2026, and January 31, 2025
(expressed in Canadian Dollars)

 

24.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 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 January 31, 2026, the Company has paid $612,500, including $106,250 during the period. The amounts have been recorded as a marketing expense.

 

 32