Subsequent Events	3 Months Ended
Aug. 31, 2026
Subsequent Events
Subsequent Events	Note 24 – Subsequent Events The Company evaluated subsequent events through October 20, 2026, the date these condensed consolidated financial statements were originally issued, and identified the following non-recognized subsequent events. These condensed consolidated financial statements have not been updated for events occurring after that date. *Convertible notes* Between September 2 and September 25, 2026 the Company issued five promissory notes to institutional and individual investors with an aggregate face amount of $644,000, including original issue discounts of $51,000, for aggregate cash proceeds of approximately $0.57 million after costs. The notes bear interest at 6% to 12% per annum and mature between nine and twelve months from issuance; two are repayable in monthly instalments. One note was issued with 40,000 commitment shares of common stock and one with a three-year warrant to purchase 150,000 shares of common stock at $0.50 per share. The notes are convertible into common stock at fixed or variable prices, in two cases only following an event of default. On September 25, 2026 the $325,000 convertible promissory note dated August 21, 2026 described in Note 11 was funded at par and the related three-year warrant to purchase 325,000 shares of common stock at $0.50 per share was issued. The Company will account for the embedded conversion features of the new notes under ASC 815 in the second quarter. *Receivables financing* In September 2026 Karbon-X Project Inc. received CAD $400,000 under two new merchant cash advance arrangements with the providers of its existing arrangements (aggregate purchased amount CAD $559,800, repayable in aggregate weekly remittances of CAD $18,660) and a second advance under the purchase and sale of receivables agreement entered into in August 2026 and described in Note 13. Subsequent to quarter end the August 2026 arrangement, including the second advance, was repaid in full. As with the Company’s other receivables financing arrangements, the new advances do not qualify for sale accounting under ASC 860 and are accounted for as secured borrowings. *Repayments* Subsequent to August 31, 2026 the Company settled in full the remaining obligation to the holder of a convertible note that had been fully converted during the quarter, and repaid the receivables financing arrangement described above. No gain or loss arose on these settlements. *Conversions and share issuances* Subsequent to August 31, 2026, three investors converted convertible notes payable and accrued interest totaling $560,325 into 3,841,666 shares of common stock. The Company also issued 8,000,000 restricted shares of common stock under the advisory and marketing services agreement described below, 217,236 shares valued at $27,155 for legal services and 40,000 commitment shares in connection with the convertible note financings described above. Following these issuances the Company had approximately 109.2 million shares of common stock issued and outstanding at October 15, 2026. *Advisory and marketing services agreement* On September 16, 2026 the Board of Directors approved by unanimous written consent a six-month advisory and marketing services agreement with a United Kingdom advisory firm, under which the Company will pay a cash fee of $500,000 in two instalments of $250,000 in September 2026 and issued 8,000,000 restricted shares of common stock. The share consideration will be measured at fair value on the grant date and recognized over the service period. *Advertising and promotional agreement* Subsequent to August 31, 2026, Oilers Entertainment Group Canada Corp. (“OEG”) advised the Company that it would not proceed with the third contract year (July 1, 2026 to June 30, 2027) of the advertising and promotional agreement described in Note 23 to the 2026 Form 10-K and that it intends to demand payment of the outstanding instalments for the 2025–26 contract year. No invoice was issued and no advertising or promotional rights were received for the third contract year, and accordingly no cost has been recognized for it in the three months ended August 31, 2026. The outstanding 2025–26 instalments of CAD $1,615,628 (approximately $1,165,173) are included in accounts payable at August 31, 2026. The Company is in discussions with OEG regarding settlement of the balance and the terms of the cancellation; any amount that may become payable on cancellation in excess of the recorded liability is not presently estimable. *Trade financing* On October 9, 2026 Karbon-X Project Inc. entered into a loan agreement with a trade finance lender for EUR 4,570,000, together with an establishment fee of EUR 165,000, maturing 45 days after drawdown. The lender disbursed the loan directly to the supplier of German greenhouse gas reduction quotas (THG-Quoten) purchased by the Company for resale; the Company received no cash proceeds. The purchase will be recorded as inventory and the loan as a borrowing in the second quarter, and the drawdown will be presented as a non-cash financing activity. *Consulting agreements* In October 2026 the Company entered into four one-year consulting agreements for business development, market and shareholder relations services. As consideration, the Company issued the consultants unsecured convertible promissory notes with an aggregate principal amount of $5,000,000, bearing interest at 10% per annum, maturing one year from issuance and convertible at the holder’s option at $1.00 per share, one of which is convertible at the lesser of $1.00 per share and a discount to the market price subject to a floor of $0.15 per share. The notes were fully earned on issuance. One of the consultants is a related party (Note 21). The Company will account for the notes, including the evaluation of the conversion features under ASC 815, and the related services in the second quarter. *Carbon credit purchase agreement* Under an emissions reduction purchase agreement entered into in December 2025 for the purchase of 36,781 carbon credits, the seller had not delivered the credits by August 31, 2026 and the Company issued a notice of breach on October 14, 2026. On October 19, 2026 the parties entered into a waiver and release under which the Company will accept 31,433 credits in full satisfaction of the seller’s delivery obligations for CAD $1,967,232 (approximately $1,418,745 at the August 31, 2026 closing rate), payable three business days after delivery; the waiver becomes effective on delivery of the credits. No amount was recorded in respect of the agreement at August 31, 2026 as no credits had been delivered.

Subsequent Events

3 Months Ended

Aug. 31, 2026

Note 24 – Subsequent Events

The Company evaluated subsequent events through October 20, 2026, the date these condensed consolidated financial statements were originally issued, and identified the following non-recognized subsequent events. These condensed consolidated financial statements have not been updated for events occurring after that date.

Convertible notes

Between September 2 and September 25, 2026 the Company issued five promissory notes to institutional and individual investors with an aggregate face amount of $644,000, including original issue discounts of $51,000, for aggregate cash proceeds of approximately $0.57 million after costs. The notes bear interest at 6% to 12% per annum and mature between nine and twelve months from issuance; two are repayable in monthly instalments. One note was issued with 40,000 commitment shares of common stock and one with a three-year warrant to purchase 150,000 shares of common stock at $0.50 per share. The notes are convertible into common stock at fixed or variable prices, in two cases only following an event of default. On September 25, 2026 the $325,000 convertible promissory note dated August 21, 2026 described in Note 11 was funded at par and the related three-year warrant to purchase 325,000 shares of common stock at $0.50 per share was issued. The Company will account for the embedded conversion features of the new notes under ASC 815 in the second quarter.

Receivables financing

In September 2026 Karbon-X Project Inc. received CAD $400,000 under two new merchant cash advance arrangements with the providers of its existing arrangements (aggregate purchased amount CAD $559,800, repayable in aggregate weekly remittances of CAD $18,660) and a second advance under the purchase and sale of receivables agreement entered into in August 2026 and described in Note 13. Subsequent to quarter end the August 2026 arrangement, including the second advance, was repaid in full. As with the Company’s other receivables financing arrangements, the new advances do not qualify for sale accounting under ASC 860 and are accounted for as secured borrowings.

Repayments

Subsequent to August 31, 2026 the Company settled in full the remaining obligation to the holder of a convertible note that had been fully converted during the quarter, and repaid the receivables financing arrangement described above. No gain or loss arose on these settlements.

Conversions and share issuances

Subsequent to August 31, 2026, three investors converted convertible notes payable and accrued interest totaling $560,325 into 3,841,666 shares of common stock. The Company also issued 8,000,000 restricted shares of common stock under the advisory and marketing services agreement described below, 217,236 shares valued at $27,155 for legal services and 40,000 commitment shares in connection with the convertible note financings described above. Following these issuances the Company had approximately 109.2 million shares of common stock issued and outstanding at October 15, 2026.

Advisory and marketing services agreement

On September 16, 2026 the Board of Directors approved by unanimous written consent a six-month advisory and marketing services agreement with a United Kingdom advisory firm, under which the Company will pay a cash fee of $500,000 in two instalments of $250,000 in September 2026 and issued 8,000,000 restricted shares of common stock. The share consideration will be measured at fair value on the grant date and recognized over the service period.

Advertising and promotional agreement

Subsequent to August 31, 2026, Oilers Entertainment Group Canada Corp. (“OEG”) advised the Company that it would not proceed with the third contract year (July 1, 2026 to June 30, 2027) of the advertising and promotional agreement described in Note 23 to the 2026 Form 10-K and that it intends to demand payment of the outstanding instalments for the 2025–26 contract year. No invoice was issued and no advertising or promotional rights were received for the third contract year, and accordingly no cost has been recognized for it in the three months ended August 31, 2026. The outstanding 2025–26 instalments of CAD $1,615,628 (approximately $1,165,173) are included in accounts payable at August 31, 2026. The Company is in discussions with OEG regarding settlement of the balance and the terms of the cancellation; any amount that may become payable on cancellation in excess of the recorded liability is not presently estimable.

Trade financing

On October 9, 2026 Karbon-X Project Inc. entered into a loan agreement with a trade finance lender for EUR 4,570,000, together with an establishment fee of EUR 165,000, maturing 45 days after drawdown. The lender disbursed the loan directly to the supplier of German greenhouse gas reduction quotas (THG-Quoten) purchased by the Company for resale; the Company received no cash proceeds. The purchase will be recorded as inventory and the loan as a borrowing in the second quarter, and the drawdown will be presented as a non-cash financing activity.

Consulting agreements

In October 2026 the Company entered into four one-year consulting agreements for business development, market and shareholder relations services. As consideration, the Company issued the consultants unsecured convertible promissory notes with an aggregate principal amount of $5,000,000, bearing interest at 10% per annum, maturing one year from issuance and convertible at the holder’s option at $1.00 per share, one of which is convertible at the lesser of $1.00 per share and a discount to the market price subject to a floor of $0.15 per share. The notes were fully earned on issuance. One of the consultants is a related party (Note 21). The Company will account for the notes, including the evaluation of the conversion features under ASC 815, and the related services in the second quarter.

Carbon credit purchase agreement

Under an emissions reduction purchase agreement entered into in December 2025 for the purchase of 36,781 carbon credits, the seller had not delivered the credits by August 31, 2026 and the Company issued a notice of breach on October 14, 2026. On October 19, 2026 the parties entered into a waiver and release under which the Company will accept 31,433 credits in full satisfaction of the seller’s delivery obligations for CAD $1,967,232 (approximately $1,418,745 at the August 31, 2026 closing rate), payable three business days after delivery; the waiver becomes effective on delivery of the credits. No amount was recorded in respect of the agreement at August 31, 2026 as no credits had been delivered.