Exhibit 4.9

Cizzle Brands Corporation

(Formerly 1348512 B.C. Ltd.)

Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2026, and April 30, 2025

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

Condensed Consolidated Interim Statements of Changes in Financial Position

As at April 30, 2026, and April 30, 2025

(expressed in Canadian Dollars)

Going concern (Note 2A)

Subsequent Events (Note 25)

Approved by the Board of Directors

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

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

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

For the three and nine months ended April 30, 2026, and April 30, 2025

(expressed in Canadian Dollars)

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

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

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity

For the nine months ended April 302026, and April 30, 2025 

(expressed in Canadian Dollars)

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

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

Condensed Consolidated Interim Statements of Changes in Cashflow

For the nine months ended April 30, 2026, and April 30, 2025

(expressed in Canadian Dollars)

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

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2026, and April 30, 2025

(expressed in Canadian Dollars)

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.

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 nine months ended April 30, 2026, the Company incurred a comprehensive loss of $8,639,475 and $17,598,498 respectively (April 30, 2025 - $3,044,260 and $9,174,315, respectively) and had negative cash flows from operations of $6,677,878 (April 30, 2025, was $6,330,887). The Company also had an accumulated deficit of $36,014,820 (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.

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2026, and April 30, 2025

(expressed in Canadian Dollars)

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 June 15, 2026.

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.

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 April 30, 2026.

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2026, and April 30, 2025

(expressed in Canadian Dollars)

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 April 30, 2026, there have been no transactions in Cizzle Brands USA Inc.

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.

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2026, and April 30, 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.

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2026, and April 30, 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.

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.

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2026, and April 30, 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.

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2026, and April 30, 2025

(expressed in Canadian Dollars)

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.

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.

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2026, and April 30, 2025

(expressed in Canadian Dollars)

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

Had the Cizzle Brands Manufacturing Inc. acquisition had happened at the beginning of the fiscal year, it would have contributed a total of $26,868,706 in revenue $1,080,214 in net loss and comprehensive loss.

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.

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2026, and April 30, 2025

(expressed in Canadian Dollars)

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.

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

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2026, and April 30, 2025

(expressed in Canadian Dollars)

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 $993,649 as at April 30, 2026 $395,483 as at July 31, 2025).

An obsolete inventory provision of $9,409 for the for the nine months ending April 30, 2026, has been recorded in cost of sales. The total amount of inventory reflected in the cost of sales was $1,945,432 and $5,331,464 (April 30, 2025 - $1,506,441 and $3,555,147) for the three and nine months ended April 30, 2026.

For the period ended April 30, 2026, $503,067 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.

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2026, and April 30, 2025

(expressed in Canadian Dollars)

Customer deposits represent amounts received from customers in advance of the Company satisfying its related performance obligations and are accounted for as contract liabilities under IFRS 15, Revenue from Contracts with Customers. Contract liabilities are recognized as revenue when, or as, the related performance obligations are satisfied.

As at April 30, 2026, the Company had customer deposits of $2,755,551 recorded as contract liabilities. The balance relates to an advance deposit received from Flow in respect of future orders for the Company’s 1L product line. The deposit was received to support the continued availability of the 1L product line, as volumes to date have been low, and is expected to be applied against future 1L product orders.

No revenue was recognized during the period in respect of this deposit, as the related performance obligations had not yet been satisfied. The deposit will be recognized as revenue when the Company transfers control of the related products to the customer through future 1L product orders.

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2026, and April 30, 2025

(expressed in Canadian Dollars)

Vendor Take Back

On December 23, 2025, as part of the Flow Acquisition (Note 5) the Company entered into a $22,250,000 secured VTB Note with a maturity date of December 23, 2026, with the Sellers of Flow(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 April 30, 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 April 30, 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, 2025, 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.

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. During the period in which the revolving credit facility was available, the Company made aggregate draws of $9,678,798 and aggregate repayments of $9,108,214, resulting in a net increase in borrowings of $570,584. 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.

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2026, and April 30, 2025

(expressed in Canadian Dollars)

The facility is repayable on demand. As at April 30, 2026, the outstanding balance under the facility was $789,114, 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 April 30, 2026 the note was fully repaid.

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 April 30, 2026, the note was fully repaid.

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.

Prior to April 30, 2026, the Company received gross proceeds of $1,000,000 in respect of a proposed convertible note financing. As at April 30, 2026, the proceeds had been received and were held in the Company’s bank account; however, the definitive agreement had not yet been executed. Accordingly, the amount has been classified as short-term debt as at April 30, 2026, pending execution of the final agreement and completion of the related documentation. Subsequent to April 30, 2026, the Company executed a definitive agreement in respect of the $1,000,000 convertible note. As the definitive agreement was executed after the reporting date, the execution of the instrument has been disclosed as a non-adjusting subsequent event.

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2026, and April 30, 2025

(expressed in Canadian Dollars)

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 $51,173,036 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 OIC Credit Facility is designated at FVTPL and classified within Level 3 of the fair value hierarchy under IFRS 13. This classification reflects the use of significant unobservable inputs in the determination of fair value, including expected equity volatility, the selected debt yield, and assumptions related to the VWAP-based exit premium and contractual repayment features. The fair value of the OIC Credit Facility as at April 30, 2026 was $55,561,891.

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2026, and April 30, 2025

(expressed in Canadian Dollars)

The fair value was estimated using a composite valuation model incorporating three components: (i) the present value of contractual debt cash flows, discounted at a selected debt yield; (ii) the fair value of the warrants issued to the lender, determined using an option pricing model; and (iii) the fair value of the VWAP-based exit premium, estimated using a Monte Carlo simulation model in which the random variable was drawn from a standard normal distribution and varied with each simulated trial.

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. Of the total Convertible Debentures issued, $2,500,000 was issued by a family member of a director of the Company and is considered a related party transaction. The Convertible Debentures issued to the related party were issued on the same terms and conditions as those issued to non-arm’s length investors.

The Convertible Debentures bear interest at a rate of 7.20% per annum, payable monthly, and are convertible into common shares of the Company at a conversion price of $0.50 per share, subject to certain adjustments.

The Convertible Debentures include an exit premium calculated based on the 5-day volume- weighted average price of the Company’s common shares.

The Company elected to designate the entire Convertible Debentures at fair value through profit or loss (“FVTPL”).

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2026, and April 30, 2025

(expressed in Canadian Dollars)

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:

Significant inputs of the Black-Scholes model include the volatility, underlying share price and expected life of the warrants. 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 $111,000 as at April 30, 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 $219,000 as at April 30, 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 $132,000 as at April 30, 2026.

The following table provides a reconciliation of the warrant liability for the period ended April 30, 2026:

The following table is a summary of the Company’s warrants outstanding as at April 30, 2026:

The weighted average remaining contractual life of warrants outstanding as at April 30, 2026, 4.65 years.

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2026, and April 30, 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.

For the period ended April 30, 2026, $1,290,948 of depreciation has been included in the cost of goods sold.

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2026, and April 30, 2025

(expressed in Canadian Dollars)

During the three and nine months ended April 30, 2026, and April 30, 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:

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.

As of April 30, 2026, the Company has an outstanding balance of $285,234 (April 30, 2025 - $60,955) 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 April 30, 2026, Directors received share-based payments valued at $105,410.

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

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2026, and April 30, 2025

(expressed in Canadian Dollars)

Authorized:

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