Bitzero Holdings Inc 6-K, filed Aug 17, 2026
Bitzero Holdings Inc. (AIBZ)
About this 6-K
Bitzero Holdings Inc filed this 6-K on August 17, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission
File Number:
.
(Registrant)
1100
One Bentall Centre
505 Burrard Street, Suite 1100
Vancouver, British Columbia, V7X 1M5 Canada
(Address of Principal Executive Offices)
Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BITZERO HOLDINGS INC. | ||
| (Registrant) | ||
| Date: August 17, 2026 | By | /s/ Mohammed Bakhashwain |
| Mohammed Bakhashwain | ||
| Chief Executive Officer | ||
EXHIBIT INDEX
Exhibit 99.1
BITZERO HOLDINGS INC.
(FORMERLY WBM CAPITAL CORP.)
Interim Condensed Consolidated Financial Statements
For the three and nine months
ended June 30, 2026 and 2025
(expressed
in United States Dollars, unless otherwise stated)
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Table of Contents
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| Interim Condensed Consolidated Statements of Loss and Comprehensive Loss | 3 |
| Interim Condensed Consolidated Statements of Financial Position | 4 |
| Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity | 5 |
| Interim Condensed Consolidated Statements of Cash Flows | 6 |
| Notes to the Interim Condensed Consolidated Financial Statements | 7 |
Page 2 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Interim condensed consolidated statements of loss and comprehensive loss
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| Note | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Nine months ended June 30, 2026 | Nine months ended June 30, 2025 | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
| Revenue from digital assets mined | 6 | |||||||||||||||||||
| Refunds and other adjustments | 6 | ( | ) | ( | ) | |||||||||||||||
| Direct costs | 7 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||
| Administrative expenses | 8 | |||||||||||||||||||
| Finance costs | 9 | |||||||||||||||||||
| Marketing expenses | 10 | |||||||||||||||||||
| Operating loss before other items | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Share-based expenses | 11 | |||||||||||||||||||
| Foreign exchange (gain) loss | ( | ) | ||||||||||||||||||
| Realized loss (gain) from sale of digital currency | ( | ) | ( | ) | ||||||||||||||||
| Loss on contract settlement | ( | ) | ||||||||||||||||||
| Financing loss | ||||||||||||||||||||
| Loss (gain) on derivative financial instruments | ||||||||||||||||||||
| Realized loss on disposal of assets | ||||||||||||||||||||
| Revaluation gain on options | ( | ) | ||||||||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Income tax | ||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Revaluation loss (gains) on digital currency | ( | ) | ( | ) | ( | ) | ||||||||||||||
| (Gain) loss on translation of foreign operations | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Other comprehensive income | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Loss per share Basic | 13 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| Diluted | 13 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
Page 3 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Interim condensed consolidated statements of financial position
As at June 30, 2026 and September 30, 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| Note | June 30, 2026 | September 30, 2025 | ||||||||||
| $ | $ | |||||||||||
| ASSETS | ||||||||||||
| Non-current assets | ||||||||||||
| Property, plant and equipment | 16 | |||||||||||
| Construction in progress | 14 | |||||||||||
| Right-of-use assets | 17 | |||||||||||
| Restricted cash | ||||||||||||
| Prepaids and deposits, non-current portion | ||||||||||||
| Current assets | ||||||||||||
| Prepaids and deposits | 21 | |||||||||||
| Indirect taxes recoverable | 15 | |||||||||||
| Accounts receivable | ||||||||||||
| Digital currency | 12 | |||||||||||
| Cash and cash equivalents | ||||||||||||
| Cash held in trust | ||||||||||||
| TOTAL ASSETS | ||||||||||||
| EQUITY | ||||||||||||
| Share capital | 22 | |||||||||||
| Contributed surplus | 22 | |||||||||||
| Debenture reserve | 22 | |||||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||||||
| Accumulated losses | ( | ) | ( | ) | ||||||||
| LIABILITIES | ||||||||||||
| Non-current liabilities | ||||||||||||
| Settlement liability, non-current portion | 19 | |||||||||||
| Senior secured loans, non-current portion | 20 | |||||||||||
| Lease liabilities, non-current portion | ||||||||||||
| Current liabilities | ||||||||||||
| Other loans and payables | ||||||||||||
| Convertible notes and debentures | 20 | |||||||||||
| Accounts and other payables | 19 | |||||||||||
| Contingent consideration payable | ||||||||||||
| Derivative liabilities | 20 | |||||||||||
| Related party advances | 18 | |||||||||||
| Settlement liability, current portion | 19 | |||||||||||
| Senior secured loans, current portion | 20 | |||||||||||
| Lease liabilities, current portion | ||||||||||||
| TOTAL LIABILITIES | ||||||||||||
| TOTAL EQUITY AND LIABILITIES | ||||||||||||
| GOING CONCERN | 2 | |||||||||||
| CONTINGENCIES | 23 | |||||||||||
| SUBSEQUENT EVENTS | 26 | |||||||||||
Page 4 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Interim condensed consolidated statements of changes in shareholders’ equity
For the nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| Note | Share capital | Contributed surplus | Debenture reserve | Accumulated other comprehensive loss | Accumulated losses | Total | |||||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| September 30, 2025 | ( | ) | ( | ) | |||||||||||||||||||||
| Share-based expenses and advisory shares | |||||||||||||||||||||||||
| Restricted share units exercised | ( | ) | |||||||||||||||||||||||
| Warrants exercised | |||||||||||||||||||||||||
| Convertible debt converted | |||||||||||||||||||||||||
| Subscriptions | |||||||||||||||||||||||||
| Options exercised | ( | ) | |||||||||||||||||||||||
| Shares issued under FAR arrangements | |||||||||||||||||||||||||
| Debt and derivative settlements and exercises | |||||||||||||||||||||||||
| Total comprehensive loss for the period | ( | ) | ( | ) | |||||||||||||||||||||
| ( | ) | ( | ) | ||||||||||||||||||||||
| June 30, 2026 | ( | ) | ( | ) | |||||||||||||||||||||
| September 30, 2024 | ( | ) | ( | ) | |||||||||||||||||||||
| Share-based expenses | |||||||||||||||||||||||||
| Exercised stock options | ( | ) | |||||||||||||||||||||||
| Exercised RSUs | ( | ) | |||||||||||||||||||||||
| Issuance of advisory shares | |||||||||||||||||||||||||
| Subscriptions | |||||||||||||||||||||||||
| Total comprehensive loss for the period | ( | ) | ( | ) | |||||||||||||||||||||
| ( | ) | ||||||||||||||||||||||||
| June 30, 2025 | ( | ) | ( | ) | |||||||||||||||||||||
Page 5 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Interim condensed consolidated statement of cash flows
For the nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| Nine months ended June 30, 2026 | Nine months ended June 30, 2025 | |||||||
| $ | $ | |||||||
| CASH FROM OPERATING ACTIVITIES | ||||||||
| Net loss for the period | ( | ) | ( | ) | ||||
| Adjustments for non-cash items: | ||||||||
| Share-based expenses | ||||||||
| Depreciation of property, plant and equipment | ||||||||
| Amortization of right-of-use assets | ||||||||
| Interest on lease liabilities | ||||||||
| Interest and accretion on loans and payables | ||||||||
| Fair value loss on derivative financial instruments | ||||||||
| Loss on financing | ||||||||
| Loss on disposal of assets | ||||||||
| Revaluation gain on options | ( | ) | ||||||
| Revaluation losses on digital currency | ||||||||
| Payment of non-cash consideration | ||||||||
| Gain on contract settlement | ( | ) | ||||||
| Adjustments for working capital items: | ||||||||
| Indirect taxes recoverable | ( | ) | ( | ) | ||||
| Prepaids and deposits | ( | ) | ( | ) | ||||
| Accounts receivable | ||||||||
| Digital currencies received from mining, net of realized loss | ( | ) | ( | ) | ||||
| Settlement liability | ( | ) | ( | ) | ||||
| Accounts and other payables | ( | ) | ||||||
| Liability to issue common shares | ||||||||
| Interest payable | ||||||||
| ( | ) | ( | ) | |||||
| ( | ) | ( | ) | |||||
| CASH FROM INVESTING ACTIVITIES | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Proceeds on sale of digital assets | ||||||||
| CASH FROM FINANCING ACTIVITIES | ||||||||
| Repayment of lease liabilities | ( | ) | ( | ) | ||||
| Issuance of common shares | ||||||||
| Issuance of common share purchase warrants | ||||||||
| Related-party advances received (repaid) | ||||||||
| Proceeds from senior secured loans | ||||||||
| Repayment of senior secured loans | ( | ) | ||||||
| Proceeds from convertible notes and debentures | ||||||||
| Net change in cash and cash equivalents before exchange-rate effects | ( | ) | ( | ) | ||||
| Cash and cash equivalents and cash held in trust, beginning of period | ||||||||
| Effects of exchange-rate changes on cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents and cash held in trust, end of period | ||||||||
| Supplementary information | ||||||||
| Cash interest paid on the JGB facility during Q3 | ||||||||
| Non-cash JGB principal converted into common shares during Q3 | ||||||||
| Digital currency received under the FAR financing | ||||||||
| Settlement of lease liability through digital assets | ( | ) | ||||||
Page 6 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| 1. | GENERAL INFORMATION |
The Company’s voting common shares trade on the Canadian Securities Exchange under the symbol “AIBZ.U”, on the Nasdaq Capital Market under the symbol “AIBZ”, and on the Frankfurt Stock Exchange under the symbol “000”. The Company’s common shares commenced trading on Nasdaq and under the new CSE symbol on June 9, 2026.
Bitzero develops and operates data-centre infrastructure and conducts Bitcoin mining activities. Its current Bitcoin mining operations are conducted in Norway through Exanorth AS, a wholly owned subsidiary that owns and operates the Company’s Namsskogan data centre.
In connection with the reverse takeover completed on November 19, 2025, the Company completed a 10-for-1 consolidation of its common shares. All share and per-share information presented for periods preceding the consolidation is to be adjusted retrospectively to reflect the consolidation.
| 2. | BASIS OF PREPARATION |
| (a) | Statement of compliance |
These unaudited interim condensed consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting, using accounting policies consistent with IFRS Accounting Standards as issued by the International Accounting Standards Board. They do not include all of the information required for annual consolidated financial statements and should be read together with the Company’s audited consolidated financial statements for the year ended September 30, 2025.
These interim condensed consolidated financial statements were authorized for issue by the Board of Directors on August 13, 2026.
| (b) | Basis of measurement and consolidation |
These interim condensed consolidated financial statements have been prepared on the historical-cost basis, except for digital currency and derivative financial instruments, which are measured at fair value, and other balances for which IFRS requires a different measurement basis.
These interim condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries. Intercompany balances, transactions, income and expenses are eliminated on consolidation.
Page 7 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| 2. | BASIS OF PREPARATION (CONT’D) |
| (b) | Basis of measurement and consolidation (cont’d) |
The
Company’s subsidiaries and ownership interests were unchanged from September 30, 2025:
| (c) | Presentation and functional currency |
These interim condensed consolidated financial statements are presented in United States dollars, which is the functional currency of the Company. The functional currency of all subsidiaries is the United States dollar, except for Exanorth AS and Zetanorth AS, whose functional currency is the Norwegian krone, and Bitzero Finland Oy, whose functional currency is the euro.
| (d) | Going concern |
These interim condensed consolidated financial statements have been prepared on a going-concern basis, which assumes that the Company will continue to realize its assets and discharge its liabilities in the normal course of business.
At
June 30, 2026, the Company had cash and cash equivalents of $
The
Company remains dependent on generating sufficient operating cash flows, maintaining compliance with financing covenants, completing
planned financing and refinancing activities, and obtaining additional financing when required to fund its operations, growth
plans and obligations as they become due. Subsequent to period end, the Company completed the special-warrant financing for gross
proceeds of $
These events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. These interim condensed consolidated financial statements do not include adjustments to the carrying amounts and classification of assets and liabilities that would be necessary if the going-concern basis were not appropriate.
Page 8 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| 3. | MATERIAL ACCOUNTING POLICY INFORMATION |
The accounting policies and methods of computation applied in these interim condensed consolidated financial statements are consistent with those applied in the Company’s audited consolidated financial statements for the year ended September 30, 2025, except for the new or revised policies described below. Accounting policy information disclosed in the annual consolidated financial statements has not been repeated unless it is necessary to understand a material transaction or change during the current interim period.
| (a) | Derivative financial instruments |
The Company classifies warrants and conversion features as financial liabilities when their contractual terms do not meet the equity-classification requirements of IAS 32, including the requirement that an instrument exchange a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments. Derivative financial liabilities are measured at fair value through profit or loss. The host liability component of a compound financing is measured subsequently at amortized cost using the effective interest method.
The valuation of derivative financial liabilities requires estimates of expected volatility and term and consideration of the contractual exercise, conversion, anti-dilution, cashless-exercise and beneficial-ownership provisions. The instruments outstanding at June 30, 2026 and the related valuation inputs are described in Note 20.
| (b) | Lease term |
During the three months ended June 30, 2026, the Company recognized right-of-use assets associated with hosted mining equipment arrangements. Determining the lease term requires judgment regarding the enforceable period of each contract and whether the Company is reasonably certain to exercise an extension option or not to exercise a termination option. The related right-of-use assets were fully depreciated by June 30, 2026.
| (c) | Digital currency and escrow balances |
Digital
currency is accounted for as an indefinite-lived intangible asset under IAS 38 and is measured subsequently using the revaluation
model. In determining whether digital currency held through a third-party arrangement is an asset of the Company, the Company
assesses its enforceable rights, its ability to direct the use of the digital currency and obtain the related economic benefits,
and any contractual withdrawal or use restrictions. At June 30, 2026, digital currency with a fair value of $
| (d) | IFRS 18 |
IFRS 18, Presentation and Disclosure in Financial Statements, is effective for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted. The Company does not intend to apply IFRS 18 early and plans to apply it beginning October 1, 2027. The Company is assessing the effect of IFRS 18 on the presentation and disclosure of its future consolidated financial statements.
Page 9 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| 4. | REVERSE TAKEOVER |
On November 19, 2025, WBM Capital Corp. completed a reverse takeover transaction pursuant to an amalgamation agreement dated November 3, 2025 among WBM Capital Corp., 1555476 B.C. Ltd., a wholly owned subsidiary of WBM Capital Corp., and Bitzero Blockchain Inc. Bitzero Blockchain Inc. amalgamated with 1555476 B.C. Ltd. and the amalgamated entity became a wholly owned subsidiary of WBM Capital Corp. Concurrently, WBM Capital Corp. changed its name to Bitzero Holdings Inc.
Although Bitzero Holdings Inc. is the legal parent, Bitzero Blockchain Inc. was identified as the accounting acquirer because its former shareholders obtained control of the combined entity. The consolidated financial statements are therefore presented as a continuation of Bitzero Blockchain Inc., and the comparative information is that of Bitzero Blockchain Inc. and its subsidiaries.
WBM Capital Corp. did not meet the definition of a business at the transaction date. Accordingly, the transaction was accounted for as an equity-settled share-based payment under IFRS 2 rather than as a business combination under IFRS 3. The difference between the fair value of the deemed shares issued by Bitzero Blockchain Inc. and the fair value of the identifiable net assets acquired was recognized as a listing expense.
For equity presentation purposes, the issued share capital reflects the legal capital structure of Bitzero Holdings Inc., while accumulated losses and other reserves reflect those of Bitzero Blockchain Inc. immediately before completion of the reverse takeover.
| 5. | OPERATING SEGMENTS |
The Company has one reportable operating segment. The Chief Executive Officer, who is the chief operating decision-maker, reviews the Company’s operations and performance on an aggregate basis.
For the three- and nine-month periods ended June 30, 2026 and June 30, 2025, substantially all revenue was generated from Bitcoin mining conducted in Norway through Exanorth AS. Non-current assets are located primarily in Norway, with smaller balances relating to development properties and projects in the United States and Finland.
Page 10 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| 6. | REVENUE |
The Company recognizes Bitcoin mining revenue when the mining reward and transaction fees are received and control of the digital currency transfers to the Company. Revenue is measured at the fair value of the Bitcoin received at that time.
Schedule of total revenue
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | Nine months ended June 30, 2026 | Nine months ended June 30, 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Digital assets mined | ||||||||||||||||
| Refunds and other adjustments | ( | ) | ( | ) | ||||||||||||
| Total revenue | ||||||||||||||||
Refunds
and other adjustments were $
| 7. | DIRECT COSTS |
Schedule of direct costs
| Three months | Three months | Nine months | Nine months | |||||||||||||
| ended June | ended June | ended June | ended June | |||||||||||||
| 30, 2026 | 30, 2025 | 30, 2026 | 30, 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Depreciation of right-of-use assets | ||||||||||||||||
| Utilities and grid services | ||||||||||||||||
| Depreciation of property, plant and equipmen | ||||||||||||||||
| Salaries and wages | ||||||||||||||||
| Rentals | ||||||||||||||||
| Other direct costs | ||||||||||||||||
| Total direct costs | ||||||||||||||||
Page 11 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| 8. | ADMINISTRATIVE EXPENSES |
Schedule of administrative expenses
| Three months | Three months | Nine months | Nine months | |||||||||||||
| ended June | ended June | ended June | ended June | |||||||||||||
| 30, 2026 | 30, 2025 | 30, 2026 | 30, 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Legal fees | ||||||||||||||||
| Consulting fees | ||||||||||||||||
| Travel | ||||||||||||||||
| Insurance | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Occupancy costs | ||||||||||||||||
| Settlements and penalties | ||||||||||||||||
| Office, general and other | ||||||||||||||||
| Total administrative expenses | ||||||||||||||||
| 9. | FINANCE COSTS |
Schedule of finance costs
| Three months | Three months | Nine months | Nine months | |||||||||||||
| ended June | ended June | ended June | ended June | |||||||||||||
| 30, 2026 | 30, 2025 | 30, 2026 | 30, 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Interest and accretion on loans and payables | ||||||||||||||||
| Interest on lease liabilities | ||||||||||||||||
| Bank charges and other | ||||||||||||||||
| Finance income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total finance costs | ||||||||||||||||
| 10. | MARKETING EXPENSES |
Marketing
expenses were $
Page 12 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| 11. | SHARE-BASED EXPENSES |
Share-based
expenses were $ for the three months ended June 30, 2026 and $ for the nine months ended June 30, 2026 (three
and nine months ended June 30, 2025 - $ and $, respectively). The nine-month amount includes $
During
the three months ended June 30, 2026, the Company granted restricted share units that vested immediately. The awards comprised
No separate grant-date amount was recognized for the FAR Holdings options in the share-based compensation expense described above.
| 12. | DIGITAL CURRENCY |
Digital currency consists of Bitcoin and is measured at fair value using a quoted price in an active market at the reporting date. Revaluation changes are recognized in other comprehensive income to the extent required by the IAS 38 revaluation model, with any applicable reversals of prior decreases recognized in profit or loss.
Schedule of digital currency held
| June 30, 2026 | September 30, 2025 | |||||||
| $ | $ | |||||||
| Digital currency held directly | ||||||||
| Digital currency held under the Luxor arrangement | ||||||||
| Total | ||||||||
During
the three and nine months ended June 30, 2026, the Company recognized realized losses on dispositions of digital currency of $
At
June 30, 2026, digital currency with a fair value of $
Page 13 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| 12. | DIGITAL CURRENCY (CONT’D) |
Schedule of digital currency with BTC
| Digital | Carrying | |||||||
| currency | amount | |||||||
| BTC | $ | |||||||
| Balance, September 30, 2025 | ||||||||
| Digital currency mined | ||||||||
| Other additions (Note 20) | ||||||||
| Digital currency sold | ( | ) | ( | ) | ||||
| Realized loss on sale | — | ( | ) | |||||
| Revaluation, translation and other measurement movements | — | ( | ) | |||||
| Balance, June 30, 2026 | ||||||||
| 13. | LOSS PER SHARE |
Basic loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted-average number of voting and participating non-voting common shares outstanding during the period. Diluted loss per share is calculated by adjusting the weighted-average number of shares for potentially dilutive instruments. Because the Company incurred losses, potentially dilutive instruments are excluded when their effect would be anti-dilutive.
Three
months | Three
months 30, 2025 | Nine months ended June 30, 2026 | Nine months ended June 30, 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Weighted-average common shares - basic and diluted | ||||||||||||||||
| Basic and diluted loss per share | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Because the Company reported a loss for each period presented, the effect of outstanding potential common shares was anti-dilutive. Accordingly, stock options, restricted share units and warrants outstanding at June 30, 2026 were excluded from diluted loss per share.
| 14. | CONSTRUCTION IN PROGRESS |
Construction in progress comprises buildings, power infrastructure, equipment and development costs for assets not yet available for their intended use. These assets are not depreciated until they are available for use.
Construction
in progress increased to $
Page 14 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| 15. | INDIRECT TAXES RECOVERABLE |
Indirect
taxes recoverable were $
| 16. | PROPERTY, PLANT AND EQUIPMENT |
Property, plant and equipment is carried at cost less accumulated depreciation and impairment losses. Depreciation is recognized on a straight-line basis over estimated useful lives of 25 years for buildings and private utilities, 15 years for technology infrastructure, and 3 years for mining equipment. Land and construction in progress are not depreciated.
Schedule of Property, Plant and Equipment
Land | Buildings | Private utilities | Technology infra-structure | Mining equipment | Construction in progress | Total | ||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| COST | ||||||||||||||||||||||||||||
| Balance,
September 30, 2025 | ||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||
| Disposals | — | — | — | — | ( | ) | — | ( | ) | |||||||||||||||||||
| Foreign currency translation effects | ||||||||||||||||||||||||||||
| Balance, March 31, 2026 | ||||||||||||||||||||||||||||
| Additions, disposals, transfers and foreign currency translation effects, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Balance, June 30, 2026 | ||||||||||||||||||||||||||||
| ACCUMULATED DEPRECIATION | ||||||||||||||||||||||||||||
| Balance, September 30, 2025 | ||||||||||||||||||||||||||||
| Depreciation | — | — | ||||||||||||||||||||||||||
| Foreign currency translation effects | — | — | ||||||||||||||||||||||||||
| Balance, March 31, 2026 | ||||||||||||||||||||||||||||
| Depreciation, disposals and foreign currency translation effects, net | — | — | ||||||||||||||||||||||||||
| Balance, June 30, 2026 | ||||||||||||||||||||||||||||
| ACCUMULATED IMPAIRMENT | ||||||||||||||||||||||||||||
| Balance, September 30, 2025 | ||||||||||||||||||||||||||||
| Movements during the nine months ended June 30, 2026 | — | — | — | — | — | — | — | |||||||||||||||||||||
| Balance, June 30, 2026 | ||||||||||||||||||||||||||||
| NET CARRYING AMOUNT | ||||||||||||||||||||||||||||
| Balance, September 30, 2025 | ||||||||||||||||||||||||||||
| Balance, March 31, 2026 | ||||||||||||||||||||||||||||
| Balance, June 30, 2026 | ||||||||||||||||||||||||||||
| Depreciation expense for the three months ended June 30, 2026 | ||||||||||||||||||||||||||||
| Loss on disposal of property, plant and equipment for the three months ended June 30, 2026 | ||||||||||||||||||||||||||||
Page 15 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| 17. | RIGHT-OF-USE ASSETS |
During
the three months ended June 30, 2026, the Company recognized additions to right-of-use assets of $
The lease term comprises the non-cancellable period of each contract together with periods covered by an extension option when the Company is reasonably certain to exercise that option and periods covered by a termination option when the Company is reasonably certain not to exercise that option.
The following tables reconcile right-of-use assets and lease liabilities for the periods ended June 30, 2026:
| Three
months ended June | Nine months ended June | |||||||
| Right-of-use asset continuity | 30, 2026 | 30, 2026 | ||||||
| $ | $ | |||||||
| Opening carrying amount | ||||||||
| Additions | ||||||||
| Depreciation | ( | ) | ( | ) | ||||
| Closing carrying amount | ||||||||
Three months | Nine months | |||||||
Lease liability continuity | ended June 30, 2026 | ended June 30, 2026 | ||||||
| $ | $ | |||||||
| Opening lease liability | ||||||||
| New lease liabilities | ||||||||
| Interest expense | ||||||||
| Cash payments | ( | ) | ||||||
| Settlement using digital currency | ( | ) | ( | ) | ||||
| Closing lease liability |
Depreciation of mining-related right-of-use assets is classified within direct costs and interest on lease liabilities is classified within finance costs.
Page 16 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| 18. | RELATED PARTY DISCLOSURES |
| (a) | Key management personnel transactions |
Key management includes the Company’s directors, officers and any consultants with the authority and responsibility for planning, directing, and controlling the activities of an entity, directly or indirectly, and includes Chief Executive Officer, Chief Financial Officer, Chief Technical Officer. Amounts owing to related parties consists of amounts due to key management.
During the three and nine months ended June 30, 2026 and 2025, key management personnel compensation consisted of short-term and long-term benefits and remuneration, and was classified as follows:
Schedule of compensation of key management personnel
Three
| Three
months | Nine months ended June 30, 2026 | Nine months ended June 30, 2025 | |||||||||||||
| Cash compensation: | $ | $ | $ | $ | ||||||||||||
| Mohammed Salah Bakhashwain | ||||||||||||||||
| Giovanni Gaudenzi | ||||||||||||||||
| Frank Aadnevik | ||||||||||||||||
| Total cash compensation | ||||||||||||||||
| Share-based payments: | ||||||||||||||||
| Mohammed Salah Bakhashwain | ||||||||||||||||
| Giovanni Gaudenzi | ||||||||||||||||
| Frank Aadnevik | ||||||||||||||||
| Total share-based payments | ||||||||||||||||
| Total compensation | ||||||||||||||||
Related parties include the Company’s directors and officers, entities controlled by them, and other parties meeting the definition in IAS 24. These balances are unsecured, due on demand and non-interest-bearing unless otherwise stated.
As at June 30, 2026 and September 30, 2025, amounts due to related parties consisted of the following:
Schedule of amounts due to related parties
June 30, 2026 | September
| |||||||
| $ | $ | |||||||
| Balances included in accounts and other payables | ||||||||
| Related party advances | ||||||||
The
Company’s unsecured convertible loan from its former Chief Executive Officer had a carrying amount, including accrued interest,
of $
Page 17 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| 19. | ACCOUNTS AND OTHER PAYABLES AND SETTLEMENT LIABILITY |
Accounts
and other payables were $
The
settlement liability was $
| Schedule of settlement liability | June
30, 2026 | September
30, 2025 | ||||||
| $ | $ | |||||||
| Current portion | ||||||||
| Non-current portion | ||||||||
| Settlement liability | ||||||||
| 20. | BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES |
| (a) | Senior secured loans |
| Schedule of Senior secured loans | June
30, 2026 | March
31, 2026 | September
30, 2025 | |||||||||||||
| $ | $ | |||||||||||||||
| JGB senior secured loan, net | 20 | (a) | ||||||||||||||
| FAR Holdings 26 BTC financing | 20 | (b) | ||||||||||||||
| Total senior secured loans, net | ||||||||||||||||
| Less: current portion | ( | ) | ( | ) | ( | ) | ||||||||||
| Non-current portion | ||||||||||||||||
The JGB senior secured loan bears interest at the greater of Term SOFR plus 11% per annum and 14% per annum, payable monthly in arrears. It is secured by substantially all assets of the Company and certain subsidiaries, including the restricted cash balance and specified real property and equity interests.
During
the three months ended June 30, 2026, $
The
Company is subject to financial covenants under the loan agreement, including minimum cash of $
Page 18 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| 20. | BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES (CONT’D) |
| (a) | Senior secured loans (cont’d) |
At
June 30, 2026, the Company maintained $
Subsequent to June 30, 2026, on August 6, 2026, the Company repaid in full its outstanding obligations under the senior secured loan with JGB Collateral LLC, as administrative and collateral agent for the lenders. The repayment consisted of $22,375,000 in outstanding principal and $45,699.69 in accrued and unpaid interest, resulting in the release of all related liens and security interests against the Company’s assets (Note 26(b)).
| (b) | FAR Holdings 26 BTC financing |
The
Company received 26 BTC from FAR Holdings with a fair value of $
| (c) | Convertible notes and debentures |
| Schedule of convertible notes and debentures | June 30, | March 31, | September | |||||||||
| 2026 | 2026 | 30, 2025 | ||||||||||
| $ | $ | |||||||||||
| Former CEO convertible loan, including accrued interest | ||||||||||||
| FAR Holdings convertible promissory note | ||||||||||||
During
the three months ended June 30, 2026, a further $
Page 19 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| 20. | BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES (CONT’D) |
| (d) | Derivative financial liabilities |
| Schedule of derivative financial liabilities | June
30, 2026 | March 31, 2026 | ||||||
| $ | ||||||||
| JGB warrant liabilities | ||||||||
| Other warrant liabilities | ||||||||
| FAR conversion option | ||||||||
| Other conversion-option liabilities | ||||||||
| Derivative financial liabilities | ||||||||
At
June 30, 2026, the JGB warrant liabilities comprised $
Derivative
financial liabilities increased by $
The
derivative financial liabilities are Level 3 fair value measurements determined using option-pricing models. The JGB warrant valuation
used a June 30, 2026 share price of $, an exercise price of $, expected volatility of approximately, a risk-free
interest rate of approximately and a remaining term of approximately
| JGB First WarrantsSchedule of option-pricing models | Grant date | Exercise date | Reporting date | |||||||||
| Estimated stock price at time of grant | $ | $ | $ | |||||||||
| Number of periods to exercise, in years | ||||||||||||
| Compounded risk-free rate | % | % | % | |||||||||
| Dividend yield | % | % | % | |||||||||
| Exercise price | $ | $ | $ | |||||||||
| Volatility | % | % | % | |||||||||
| JGB Second Warrants | Grant date | Reporting date | ||||||
| Estimated stock price at time of grant | $ | $ | ||||||
| Number of periods to exercise, in years | ||||||||
| Compounded risk-free rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Exercise price | $ | $ | ||||||
| Volatility | % | % | ||||||
Page 20 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| 20. | BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES (CONT’D) |
| (d) | Derivative financial liabilities (cont’d) |
| October warrants | Grant date | Reporting date | ||||||
| Estimated stock price at time of grant | $ | $ | ||||||
| Number of periods to exercise, in years | ||||||||
| Compounded risk-free rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Exercise price | $ | $ | ||||||
| Volatility | % | % | ||||||
| JGB Conversion Feature | Grant date | Reporting date | ||||||
| Estimated stock price at time of grant | $ | $ | ||||||
| Number of periods to exercise, in years | ||||||||
| Compounded risk-free rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Exercise price | $ | $ | ||||||
| Volatility | % | % |
| October Financing Conversion Feature | Grant date | Exercise date | Reporting date | |||||||||
| Estimated stock price at time of grant | $ | $ | $ | |||||||||
| Number of periods to exercise, in years | ||||||||||||
| Compounded risk-free rate | % | % | % | |||||||||
| Dividend yield | % | % | % | |||||||||
| Exercise price | $ | $ | $ | |||||||||
| Volatility | % | % | % | |||||||||
| FAR Holdings Conversion Feature | Grant date | Reporting date | ||||||
| Estimated stock price at time of grant | $ | $ | ||||||
| Number of periods to exercise, in years | ||||||||
| Compounded risk-free rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Exercise price | $ | $ | ||||||
| Volatility | % | % | ||||||
Page 21 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| 20. | BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES (CONT’D) |
| (d) | Derivative financial liabilities (cont’d) |
The following table reconciles the Level 3 derivative financial liabilities:
| Schedule of reconciles the Level 3 derivative financial liabilities | Three
months | Nine months | ||||||
| ended
June 30, 2026 | ended
June 30, 2026 | |||||||
| $ | $ | |||||||
| Balance at beginning of period | ||||||||
| Initial recognition of derivative liabilities | — | |||||||
| Settlements and exercises | ( | ) | ( | ) | ||||
| Fair value loss recognized in profit or loss | ||||||||
| Balance at end of period | ||||||||
The opening balance at September 30, 2025 comprised the JGB First Warrant liability, which was included within senior secured loans in the comparative statement of financial position. No fair value changes were recognized in other comprehensive income, and there were no transfers into or out of Level 3 during the period.
The
nine-month fair value loss attributable to the Level 3 derivative liabilities was $
Management determines the fair values at each reporting date using binomial option-pricing models. The models incorporate the quoted market price of the Company’s common shares, contractual exercise prices and remaining terms, risk-free interest rates and expected volatility. Expected volatility is the principal significant unobservable input and was estimated using historical trading volatility. The valuations and period-to-period movements are reviewed by management at each reporting date. There were no changes in valuation techniques during the period.
An increase in expected volatility increases the derivative liability and the corresponding fair value loss; a decrease has the opposite effect. The sensitivity analysis changes expected volatility independently and does not represent the maximum possible change in fair value. Changing expected volatility by 10 percentage points while holding all other inputs constant would have had the following approximate effect at June 30, 2026:
| Schedule of increase in volatility, derivative liability and fair value loss | ||||||||
| Expected volatility | Derivative
liabilities | Change | ||||||
| $ | $ | |||||||
| ( | ) | |||||||
| — | ||||||||
Page 22 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| 21. | PREPAIDS AND DEPOSITS |
Current
prepaids and deposits include prepaid operating, lease, hosting and insurance costs, vendor and equipment prepayments, digital-asset
transaction balances and other advances. The balance decreased from $9,430,860 at March 31, 2026, principally due to settlement
activity under the Norway power-purchase agreement. At June 30, 2026, the balance included $
| 22. | EQUITY |
The Company is authorized to issue an unlimited number of voting common shares and non-voting common shares, each without par value. At June 30, 2026, voting common shares and non-voting common shares were issued and outstanding, for a total of common shares.
Share
capital increased by $
Contributed
surplus increased by $
The following tables reconcile common shares, stock options, restricted share units and warrants. Three-month opening balances are at March 31, 2026 and nine-month opening balances are at September 30, 2025.
| Schedule of Common share continuity | ||||||||
| Common share continuity | Three months ended June 30, 2026 | Nine months ended June 30, 2026 | ||||||
| # | # | |||||||
| Opening common shares | ||||||||
| Subscriptions | — | |||||||
| Restricted share units settled | ||||||||
| Advisory shares | — | |||||||
| Shares issued in the reverse takeover and debt settlements | — | |||||||
| Convertible notes and debt converted | ||||||||
| Warrants exercised | ||||||||
| Stock options exercised | ||||||||
| Closing common shares | ||||||||
Page 23 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| 22. | EQUITY (CONT’D) |
| Schedule of Option continuity | ||||||||||||||||
Option continuity | Three
months ended June 30, 2026 | Three
months ended June 30, 2026 WAEP | Nine
months ended June 30, 2026 | Nine
months ended June 30, 2026 WAEP | ||||||||||||
| # | $ | # | $ | |||||||||||||
| Outstanding at beginning of period | ||||||||||||||||
| Granted | ||||||||||||||||
| Forfeited or cancelled | — | — | ( | ) | ||||||||||||
| Exercised | ( | ) | ( | ) | ||||||||||||
| Correction of fractional legacy records | — | — | ||||||||||||||
| Outstanding and exercisable at end of period | ||||||||||||||||
At June 30, 2026, the exercise prices of outstanding and exercisable options ranged from $4.00 to $5.55 per share, the weighted-average exercise price was $4.48 per share and the weighted-average remaining contractual life was 1.50 years.
| Schedule of Restricted-share-unit | Three
months ended June | Nine months ended June | ||||||
| Restricted-share-unit continuity | 30, 2026 | 30, 2026 | ||||||
| # | # | |||||||
| Outstanding at beginning of period | ||||||||
| Granted | ||||||||
| Settled in common shares | ( | ) | ( | ) | ||||
| Outstanding at end of period | ||||||||
| Vested at end of period | ||||||||
| Unvested at end of period | ||||||||
The restricted share units granted on June 22, 2026 were vested at June 30, 2026 and settled in common shares on July 6, 2026.
Warrant continuitySchedule of Warrant | Three
months ended June 30, 2026 | Three
months ended June 30, 2026 WAEP | Nine
months ended June 30, 2026 | Nine
months ended June 30, 2026 WAEP | ||||||||||||
| # | $ | # | $ | |||||||||||||
| Outstanding at beginning of period | ||||||||||||||||
| Granted | — | — | ||||||||||||||
| Exercised | ( | ) | ( | ) | ||||||||||||
| Expired | — | — | ( | ) | ||||||||||||
| Outstanding at end of period | ||||||||||||||||
Page 24 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| 23. | CONTINGENCIES |
The Company is involved in legal proceedings with its former Chief Executive Officer relating to employment matters and equity instruments. The former Chief Executive Officer has filed a counterclaim for damages. The outcome and magnitude of the claims cannot presently be determined and no provision has been recorded.
The
Company is also contesting a North Dakota claim alleging breach of an unsigned employment contract, with claimed damages of approximately
$
There were no material changes in these proceedings during the three months ended June 30, 2026.
| 24. | FINANCIAL INSTRUMENTS AND RISK MANAGEMENT |
The Company is exposed to liquidity, credit, foreign-currency, interest-rate and other market risks. There were no changes in the Company’s overall risk-management framework during the nine months ended June 30, 2026.
| (a) | Liquidity risk |
At
June 30, 2026, the Company had total liabilities of $
The carrying amounts of financial instruments and the contractual maturity analysis of financial liabilities are set out below.
Schedule of the carrying amounts of financial instruments and the contractual maturity analysis of financial liabilities
Financial instrument | Measurement
category | Carrying
amouint | ||||
| $ | ||||||
| Cash and cash equivalents | Amortized cost | |||||
| Cash held in trust | Amortized cost | |||||
| Restricted cash | Amortized cost | |||||
| Accounts and other payables | Amortized cost | |||||
| Related-party advances | Amortized cost | |||||
| Senior secured loans | Amortized cost | |||||
| Convertible notes and debentures | Amortized cost | |||||
| Derivative financial liabilities | FVTPL | |||||
| Contingent consideration payable | FVTPL | |||||
| Settlement liability | Amortized cost | |||||
Page 25 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| 24. | FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT’D) |
| (a) | Liquidity risk (cont’d) |
Schedule of maturity analysis of contractual cash flows
| Financial liability | Total | <3 months | 3–12 months | 1–2 years | 2–5 years | |||||||||||||||
| Accounts and other payables | ||||||||||||||||||||
| Related-party advances | ||||||||||||||||||||
| Settlement liability | ||||||||||||||||||||
| JGB senior secured loan | ||||||||||||||||||||
| FAR convertible prom. note | ||||||||||||||||||||
| Former CEO convertible loan | ||||||||||||||||||||
| Oct. 2025 convertible notes | ||||||||||||||||||||
| Total contractual cash flows | ||||||||||||||||||||
The maturity analysis presents contractual undiscounted cash flows based on contractual terms and conditions existing at June 30, 2026. Variable-rate interest on the JGB senior secured loan was calculated using the contractual rate applicable at June 30, 2026. The analysis does not reflect the subsequent repayment of the JGB loan described in Note 26.
The FAR Bitcoin financing requires delivery of 26 BTC on March 16, 2027. Based on the June 30, 2026 carrying price of approximately $60,018 per sBTC, the reporting-date equivalent was $1,560,480. As settlement requires delivery of Bitcoin rather than cash, this amount is excluded from the contractual cash-flow totals above.
Contingent
consideration provides for a maximum cash payment of $
| (b) | Credit and custody risk |
Cash and restricted cash are held with financial institutions, and cash held in trust is held by legal counsel. Digital currency is not a financial asset and is outside the IFRS 9 expected-credit-loss model. Digital currency held through third parties exposes the Company to custody, access and counterparty risk. The material rights and restrictions associated with the Luxor arrangement are described in Note 3(c).
| (c) | Market and valuation risk |
The Company’s derivative financial liabilities are particularly sensitive to the Company’s share price and expected volatility. The Level 3 continuity and sensitivity disclosure for derivative financial liabilities is included in Note 20(d).
Page 26 of 27
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| 25. | CAPITAL MANAGEMENT |
The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern, maintain financial flexibility and obtain financing commensurate with the risks of its business and development plans.
The Company is subject to externally imposed capital requirements under the JGB loan agreement, including the minimum cash, revenue and covenant EBITDA requirements described in Note 20.
Subsequent to June 30, 2026, the Company completed the special-warrant financing described in Note 26 and, on August 6, 2026, repaid the JGB senior secured loan in full. These transactions materially changed the Company’s capital structure after period end.
| 26. | SUBSEQUENT EVENTS |
| (a) | Special-warrant private placement |
On
July 30, 2026, the Company completed a private placement of special warrants at US$ per special warrant for gross
proceeds of US$
The special warrants automatically exercise on the earlier of the date specified in the financing documents following qualification of the underlying securities and four months and one day after closing. The Company intends to use the net proceeds for debt repayment, product and business development, potential acquisitions, working capital and general corporate purposes.
The Company is assessing the classification of the special warrants and underlying warrants under IAS 32, including the effect of contractual settlement provisions. The financing was a material non-adjusting event after June 30, 2026. Accordingly, no amount was recognized at June 30, 2026.
| (b) | Prepayment of senior secured loan |
On
August 6, 2026, the Company repaid in full all outstanding obligations under the senior secured loan with JGB Collateral LLC,
as administrative and collateral agent for the lenders. The repayment consisted of $
Page 27 of 27
Exhibit 99.2
BITZERO
HOLDINGS INC.
(FORMERLY WBM CAPITAL CORP.)
Management’s
Discussion and Analysis
For the three and nine months
ended June 30, 2026
(expressed in United States Dollars, unless otherwise stated)
Management’s Discussion and Analysis For the three and nine months ended June 30, 2026 (Expressed in United States Dollars, unless otherwise noted) |
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) |
| 1. | MANAGEMENT’S DISCUSSION AND ANALYSIS |
This Management’s Discussion and Analysis (this “MD&A”) provides a review of the results of operations, financial condition and cash flows of Bitzero Holdings Inc. (“Bitzero” or the “Company”), on a consolidated basis, for the three- and nine-month periods ended June 30, 2026.
This document should be read in conjunction with the Company’s unaudited interim condensed consolidated financial statements and related notes for the three and nine months ended June 30, 2026 (the “Q3 Financial Statements”), which have been prepared in accordance with IAS 34, Interim Financial Reporting, using accounting policies consistent with IFRS Accounting Standards as issued by the International Accounting Standards Board. Unless otherwise indicated, all dollar amounts are United States dollars and quarterly information is unaudited.
Unless otherwise stated, in preparing this MD&A management has taken into account information available up to the date of this MD&A. This MD&A was prepared to comply with National Instrument 51-102 – Continuous Disclosure Obligations.
This MD&A is dated August 13, 2026, the date on which the Board of Directors approved this MD&A and the Q3 Financial Statements.
| 2. | CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION |
This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes statements concerning the Company’s objectives and strategies, expected hashrate and fleet efficiency, prospective hosting arrangements, expansion of the Norway facility, liquidity and capital resources, the revised operating-cash-flow forecast, Bitcoin mining economics and the timing and magnitude of planned capital expenditures.
Forward-looking information is generally identified by words such as “plans”, “expects”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “may”, “could”, “would”, “might”, “will” and similar expressions. It is provided to assist readers in understanding the Company’s business, operations, prospects and risks at a point in time and may not be appropriate for other purposes.
Forward-looking information is based on material factors and assumptions that management considers reasonable in the circumstances, including: average Bitcoin prices and transaction fees within management’s planning ranges; network difficulty consistent with recent trends; continued access to competitively priced hydroelectric power and grid availability in Norway’s NO4 region; fleet uptime and curtailment consistent with historical performance; availability of equipment on disclosed timelines and budget; the ability to complete financing and debt-repayment activities on the disclosed terms; and prospective demand for hosting services.
Actual results may differ materially because of risks and uncertainties including changes in Bitcoin price, network difficulty and transaction fees; energy prices and curtailment; equipment availability and performance; foreign-exchange movements; derivative valuation; liquidity and financing availability; covenant compliance; regulatory changes; cybersecurity and custody events; counterparty performance; and the other risks described under “Risk Factors and Uncertainties”.
Except as required by applicable securities law, the Company does not undertake to update forward-looking information. Previously disclosed material forward-looking information is updated in this MD&A under “Future-oriented financial information”.
Page 2 of 16
Management’s Discussion and Analysis For the three and nine months ended June 30, 2026 (Expressed in United States Dollars, unless otherwise noted) |
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) |
| 3. | OVERVIEW AND SIGNIFICANT EVENTS |
| (a) | General information |
Bitzero Holdings Inc., previously named WBM Capital Corp., was incorporated under the Canada Business Corporations Act on August 26, 2006 and continued into British Columbia under the Business Corporations Act (British Columbia) on June 4, 2024. The Company’s head and registered office is located at Suite 1100, One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia V7X 1M5.
The Company’s voting common shares trade on the Canadian Securities Exchange under the symbol “AIBZ.U”, on the Nasdaq Capital Market under the symbol “AIBZ”, and on the Frankfurt Stock Exchange under the symbol “000”. The common shares commenced trading on Nasdaq and under the new CSE symbol on June 9, 2026.
Bitzero develops and operates data-centre infrastructure and conducts Bitcoin mining activities. Its current Bitcoin mining operations are conducted in Norway through Exanorth AS, a wholly owned subsidiary that owns and operates the Company’s Namsskogan data centre.
| (b) | Reverse takeover and basis of reporting |
On November 19, 2025, WBM Capital Corp. completed a reverse takeover pursuant to an amalgamation agreement with Bitzero Blockchain Inc. and a wholly owned acquisition subsidiary. Bitzero Blockchain Inc. was identified as the accounting acquirer, and the consolidated financial statements are presented as a continuation of Bitzero Blockchain Inc. The transaction was accounted for as an equity-settled share-based payment under IFRS 2 because WBM Capital Corp. did not meet the definition of a business.
The Company’s wholly owned subsidiaries are Bitzero Blockchain Inc. (Canada), Exanorth AS and Zetanorth AS (Norway), Bitzero Inc. (Barbados), Bitzero ND I, LLC and Bitzero ND II, LLC (United States), and Bitzero Finland Oy (Finland). Intercompany balances, transactions, income and expenses are eliminated on consolidation.
| (c) | Description of the business |
The Company’s principal revenue-generating activity is Bitcoin self-mining at its Norway data centre. Mining uses specialized computing equipment to validate transactions on the Bitcoin blockchain and receive Bitcoin block rewards and transaction fees. The Company also owns development properties and infrastructure in North Dakota and is developing prospective capacity in Finland.
The Norway property is located in the NO4 power region and uses hydroelectric power. The site’s cooler climate, proximity to grid infrastructure and network connectivity support the Company’s strategy of operating energy-efficient digital infrastructure. As previously disclosed, the site had 39 containers and 16,130 miners and installed hashrate of approximately 1.85 EH/s at June 30, 2026.
The Company remains focused on self-mining and does not currently report hosting revenue. On May 5, 2026, the Company announced a binding letter of intent with OneQode Networks Pte. Ltd. concerning a proposed 15-year lease of the Norway facility, with targeted deployment in 2027. The arrangement remains subject to definitive documentation and final underwriting, and there is no assurance it will be completed on the announced terms or at all.
Page 3 of 16
Management’s Discussion and Analysis For the three and nine months ended June 30, 2026 (Expressed in United States Dollars, unless otherwise noted) |
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) |
| 3. | OVERVIEW AND SIGNIFICANT EVENTS (CONT’D) |
| (d) | Senior secured loan and FAR Holdings financing |
At June 30, 2026, the carrying amount of the Company’s JGB senior secured loan was $13.0 million and the contractual principal outstanding was $22.890 million. During Q3 FY2026, $600,000 of principal was converted into 150,000 common shares and 600,000 JGB First Warrants were exercised on a cashless basis. The Company maintained the required $2.0 million in a lender-controlled account and reported quarterly revenue of $10.7 million against the $3.0 million minimum-revenue covenant.
Under Section 6.12 of the Loan Documents (as amended by the First Amendment dated October 1, 2025), the Company was subject to the following financial covenants, tested on a trailing-three-month basis at the end of each calendar quarter:
| ● | Minimum cash balance of US$2,000,000 (Section 6.12(a)) — see disclosure above regarding the JGB-controlled deposit account. |
| ● | Minimum trailing-three-month EBITDA — negative US$750,000 through June 2026, increasing to positive US$825,000 from July 2026 through June 2027 and positive US$900,000 thereafter. The covenant definition of EBITDA was amended by the First Amendment dated October 1, 2025 and is different from the Adjusted EBITDA measure presented in the Company's MD&A. |
| ● | Minimum trailing three-month consolidated revenue — US$3,000,000 through June 2026, increasing to US$3,300,000 from July 2026 through June 2027, and to US$3,630,000 from July 2027 onwards. |
As at June 30, 2026, management assessed the Company's compliance with the financial covenants under the JGB financing arrangement based on the covenant calculations prepared by management. The Company was in compliance with the minimum cash balance covenant and the minimum trailing-three-month consolidated revenue covenant as at June 30, 2026.
With respect to the minimum trailing-three-month EBITDA covenant (as amended by the First Amendment dated October 1, 2025), management assessed that the Company was in compliance for the period ended June 30, 2026. The compliance certificate required under Section 6.12 had not been delivered as at the date of these financial statements and is being finalized.
As noted under "Subsequent Events", the Company repaid the JGB senior secured loan in full on August 6, 2026, and the financial covenants described above, including the minimum trailing-three-month EBITDA covenant, ceased to apply upon that repayment.
On March 16, 2026, the Company received 26 BTC from FAR Holdings with a fair value of $2.0 million. Consideration included 400,000 restricted share units with a grant-date fair value of $0.9 million, recognized as a discount to the host liability. The host liability had a carrying amount of $1.3 million at June 30, 2026.
| (e) | Future-oriented financial information |
The Company’s listing statement dated November 19, 2025 contained future-oriented financial information (“FOFI”), including forecast net cash flow of $7.5 million for the twelve months from November 1, 2025 to October 31, 2026. The original forecast comprised Bitcoin mining revenue of $39.3 million, less utilities of $17.7 million, direct cash costs of $1.1 million, general and administrative expenses of $4.4 million, JGB interest payments of $3.7 million and JGB principal payments of $5.0 million. It assumed, among other matters, a Bitcoin price of $103,500 with 5% annual growth, full use of 40MW and approximately 11,565 miners in operation by January 1, 2026.
Page 4 of 16
Management’s Discussion and Analysis For the three and nine months ended June 30, 2026 (Expressed in United States Dollars, unless otherwise noted) |
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) |
| 3. | OVERVIEW AND SIGNIFICANT EVENTS (CONT’D) |
| (e) | Future-oriented financial information (cont’d) |
In accordance with section 5.8 of NI 51-102, management has compared actual results and known subsequent events with the original forecast. The revised comparison is presented for the Company’s fiscal year from October 1, 2025 to September 30, 2026; the original dollar amounts remain unchanged even though the original forecast began and ended one month later. Eleven of the twelve months overlap.
Original forecast | Revised estimate | Variance $ | Variance % | |||||||||||||
| Bitcoin mining operations | 39,272,992 | 32,754,975 | (6,518,017 | ) | (16.6 | %) | ||||||||||
| Utilities | (17,672,846 | ) | (12,181,529 | ) | 5,491,317 | 31.1 | % | |||||||||
| Direct costs — cash basis | (1,056,000 | ) | (919,174 | ) | 136,826 | 13.0 | % | |||||||||
| General and administrative expenses — forecast basis | (4,360,000 | ) | (8,139,178 | ) | (3,779,178 | ) | (86.7 | %) | ||||||||
| JGB interest payments | (3,697,095 | ) | (2,406,569 | ) | 1,290,526 | 34.9 | % | |||||||||
| JGB principal cash payments | (5,005,000 | ) | (24,640,000 | ) | (19,635,000 | ) | (392.3 | %) | ||||||||
| Release of restricted cash | — | 2,000,000 | 2,000,000 | n/a | ||||||||||||
| FAR principal payments | — | (2,082,089 | ) | (2,082,089 | ) | n/a | ||||||||||
| Private placement net proceeds | — | 23,309,227 | 23,309,227 | n/a | ||||||||||||
| Net cash flow — Listing Statement comparison basis | 7,482,051 | 7,695,663 | 213,612 | 2.9 | % | |||||||||||
The revised estimate is approximately $7.7 million, or $0.2 million above the original forecast. Lower expected Bitcoin mining revenue and higher general and administrative expenses are offset by lower utilities and direct cash costs and by the net proceeds of the July 2026 private placement. The early repayment of the JGB loan materially increases principal cash payments relative to the original amortization schedule, but also releases $2.0 million of restricted cash.
The revised comparison excludes the $600,000 non-cash conversion of JGB principal from cash payments and uses $24,770,454 of gross private-placement proceeds, less legal and placement fees of approximately $1,461,227, for net proceeds of approximately $23,309,227.
This forecast-basis measure combines operating items, debt service and financing inflows and is not equivalent to cash flow from operating activities under IFRS. It is presented solely to update the Listing Statement FOFI on a comparable basis. Actual results may differ materially because of Bitcoin price, network difficulty, energy costs, uptime, financing and the other assumptions and risks described in this MD&A.
| 4. | SUBSEQUENT EVENTS |
| (a) | Special-warrant private placement |
On July 30, 2026, the Company completed a private placement of 5,828,342 special warrants at $4.25 per special warrant for gross proceeds of $24,770,454. Each special warrant is exercisable, without additional consideration, into one voting common share and one common share purchase warrant. Each underlying warrant is exercisable at $5.00 per share for five years, subject to the financing documents. The Company intends to use the net proceeds for debt repayment, product and business development, potential acquisitions, working capital and general corporate purposes.
Page 5 of 16
Management’s Discussion and Analysis For the three and nine months ended June 30, 2026 (Expressed in United States Dollars, unless otherwise noted) |
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) |
| 4. | SUBSEQUENT EVENTS (CONT’D) |
| (b) | Repayment of senior secured loan |
On August 6, 2026, the Company repaid in full its obligations under the JGB senior secured loan. The repayment consisted of $22,375,000 of principal and $45,700 of accrued and unpaid interest and resulted in the release of related liens and security interests over the Company’s assets, including the $2.0 million restricted cash balance.
| (c) | Equity settlements |
Subsequent to June 30, 2026: (i) 425,000 and 200,000 restricted share units granted on June 22, 2026 and May 6, 2026, respectively, were settled on July 6, 2026 and July 7, 2026, respectively; (ii) a convertible promissory note was converted at a conversion price of $4.00 per share into 27,959 common shares on July 24, 2026; and (iii) 400,000 warrants were exercised into common shares on July 13, 2026. Other subsequent exercises and settlements should be read with the Q3 Financial Statements and the Company’s continuous-disclosure filings.
| (d) | Authorization |
These Q3 Financial Statements and this MD&A were authorized for issue by the Company’s Board of Directors on August 13, 2026.
| 5. | PRESENTATION OF FINANCIAL INFORMATION AND NON-GAAP MEASURES |
| (a) | Presentation of financial information |
Financial results in this MD&A are based on the Q3 Financial Statements. Amounts are stated in United States dollars unless otherwise indicated, and percentage changes are calculated using unrounded amounts.
| (b) | Non-GAAP financial measures and ratio |
This MD&A presents EBITDA and Adjusted EBITDA, which are non-GAAP financial measures, and Adjusted EBITDA margin, which is a non-GAAP ratio, within the meaning of National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure. These measures are not standardized under IFRS and may not be comparable with similarly named measures disclosed by other issuers. They should not be considered in isolation or as substitutes for net loss, cash flow from operating activities or other IFRS measures. Net loss is the most directly comparable IFRS measure.
EBITDA is calculated as net loss before interest expense, interest income, income taxes and depreciation and amortization. Adjusted EBITDA further adjusts EBITDA for share-based expenses, foreign-exchange gains or losses, financing losses and gains on derivative financial instruments. Adjusted EBITDA margin is Adjusted EBITDA divided by revenue. Management uses these measures to assess operating performance and the effects of financing structure, non-cash compensation, valuation movements and foreign exchange. A quantitative reconciliation to net loss for every period presented is provided in Section 10.
Page 6 of 16
Management’s Discussion and Analysis For the three and nine months ended June 30, 2026 (Expressed in United States Dollars, unless otherwise noted) |
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) |
| 5. | PRESENTATION OF FINANCIAL INFORMATION AND NON-GAAP MEASURES (CONT’D) |
| (c) | IFRS 18 |
IFRS 18, Presentation and Disclosure in Financial Statements, is effective for annual reporting periods beginning on or after January 1, 2027. The Company does not intend to apply IFRS 18 early and plans to apply it beginning October 1, 2027. The Company is assessing the effect on presentation and disclosure.
| 6. | CRITICAL JUDGMENTS AND ESTIMATION UNCERTAINTY |
The preparation of interim financial statements requires management to make judgments, estimates and assumptions. The most significant matters for Q3 FY2026 include classification and valuation of derivative financial liabilities; allocation of financing proceeds and effective-interest accretion; the enforceable term of hosted-mining-equipment arrangements; the recognition and valuation of share-based awards; the classification and control assessment for digital currency held through third-party arrangements; foreign-currency translation; and the going-concern assessment.
Derivative financial liabilities are Level 3 measurements that are sensitive to the Company’s share price, expected volatility, expected term and the contractual ratchet, cashless-exercise, conversion and beneficial-ownership provisions. The Q3 Financial Statements disclose a June 30, 2026 derivative-liability balance of $15.6 million.
| 7. | SELECTED FINANCIAL INFORMATION |
The following table presents selected information from the interim condensed consolidated statements of loss and comprehensive loss:
| 3 mo. ended 30-Jun-26 | 9 mo. ended 30-Jun-26 | 3 mo. ended 30-Jun-25 | 9 mo. ended 30-Jun-25 | |||||||||||||
| Revenue | 10,650,851 | 23,467,163 | 6,433,870 | 17,442,980 | ||||||||||||
| Direct costs | (12,411,797 | ) | (23,994,488 | ) | (6,926,572 | ) | (18,986,041 | ) | ||||||||
| Gross loss | (1,760,946 | ) | (527,325 | ) | (492,702 | ) | (1,543,061 | ) | ||||||||
| Operating expenses | (2,685,554 | ) | (10,865,219 | ) | (1,777,991 | ) | (4,836,830 | ) | ||||||||
| Operating loss before other items | (4,446,500 | ) | (11,392,544 | ) | (2,270,693 | ) | (6,379,891 | ) | ||||||||
| Net loss | (26,464,717 | ) | (39,421,781 | ) | (7,711,199 | ) | (14,672,355 | ) | ||||||||
| Other comprehensive income (loss) | 2,348,923 | 1,626,424 | (354,342 | ) | 853,705 | |||||||||||
| Total comprehensive loss | (24,115,794 | ) | (37,795,357 | ) | (8,065,541 | ) | (13,818,650 | ) | ||||||||
| Basic and diluted loss per share | (0.48 | ) | (0.76 | ) | (0.20 | ) | (0.39 | ) | ||||||||
| (a) | Revenue and mining performance |
Revenue increased 65.5% to $10.7 million in Q3 FY2026 from $6.4 million in Q3 FY2025. For the nine months, revenue increased 34.5% to $23.5 million from $17.4 million. The current-quarter increase reflects higher Bitcoin production and mining capacity, partially offset by a lower realized Bitcoin price than the Listing Statement assumption.
The Company mined 291.53 BTC during the nine months ended June 30, 2026. Based on the Q1 and Q2 continuities previously reported, approximately 149.89 BTC were mined in Q3 FY2026, implying average mining revenue of approximately $71,100 per BTC, including transaction fees.
Page 7 of 16
Management’s Discussion and Analysis For the three and nine months ended June 30, 2026 (Expressed in United States Dollars, unless otherwise noted) |
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) |
| 7. | SELECTED FINANCIAL INFORMATION (CONT’D) |
| (b) | Direct costs and gross margin |
Direct costs increased 79.2% to $12.4 million in Q3 FY2026 from $6.9 million. The increase primarily reflects $5.8 million of depreciation of right-of-use assets in the current quarter, compared with nil in the comparative quarter. Utilities and grid services were $3.9 million in both quarters, and depreciation of property, plant and equipment decreased to $2.5 million from $2.8 million.
The Company recorded a gross loss of $1.8 million in Q3 FY2026 compared with $0.5 million in Q3 FY2025. For the nine months, the gross loss narrowed to $0.5 million from $1.5 million as higher revenue and lower utilities were substantially offset by right-of-use-asset depreciation.
| (c) | Operating expenses |
Operating expenses increased to $2.7 million in Q3 FY2026 from $1.8 million and to $10.9 million for the nine months from $4.8 million. Q3 administrative expenses increased to $1.2 million from $1.0 million; finance costs increased to $1.0 million from $0.6 million; and marketing expenses increased to $0.5 million from $0.1 million. The increases reflect financing activity, public-company and Nasdaq-listing costs, investor-awareness activities and higher legal, consulting, travel and insurance costs.
| (d) | Other items, net loss and comprehensive loss |
Other items were net expenses of $22.0 million in Q3 FY2026 compared with $5.4 million in Q3 FY2025. Q3 FY2026 included $4.9 million of share-based expenses, a $2.1 million foreign-exchange loss, a $1.2 million realized loss on the sale of digital currency and a $0.5 million loss on disposal of assets, and a $13.3 million loss on derivative financial instruments.
For the nine months, share-based expenses increased to $20.0 million from $10.2 million. A $5.9 million loss on derivative financial instruments added to share-based expenses, finance costs and other losses. The Company recorded a net loss of $26.5 million in Q3 FY2026 and $39.4 million for the nine months, compared with $7.7 million and $14.7 million, respectively. Other comprehensive income of $2.3 million in Q3 reduced total comprehensive loss to $24.1 million.
| (e) | Cash flows |
Cash used in operating activities increased to $22.6 million for the nine months ended June 30, 2026 from $14.2 million in the comparative period. The increase reflected the higher net loss and working-capital uses, partially offset by non-cash share-based expense, depreciation and amortization and derivative valuation movements.
Investing activities provided $10.4 million, compared with $6.4 million, as $22.5 million of proceeds from digital-asset sales exceeded $12.1 million of property, plant and equipment purchases. Financing activities provided $10.7 million, compared with $6.9 million, reflecting senior-loan and convertible-note proceeds and share issuances, net of repayments. Cash and cash equivalents and cash held in trust were $2.9 million at June 30, 2026.
Page 8 of 16
Management’s Discussion and Analysis For the three and nine months ended June 30, 2026 (Expressed in United States Dollars, unless otherwise noted) |
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) |
| 8. | QUARTERLY RESULTS |
The following tables present the eight most recently completed quarters. All quarterly information is unaudited. Losses are shown as positive amounts in the “Total comprehensive loss (income)” row; comprehensive income is shown in parentheses.
| 30-Sep-24 | 31-Dec-24 | 31-Mar-25 | 30-Jun-25 | |||||||||||||
| Revenue | 9,567,912 | 4,926,371 | 6,082,739 | 6,433,870 | ||||||||||||
| Total comprehensive loss (income) | 10,177,157 | 6,567,680 | (814,572 | ) | 8,065,541 | |||||||||||
| Total assets | 29,850,652 | 27,796,229 | 35,723,697 | 29,206,650 | ||||||||||||
| Total liabilities | 16,025,622 | 14,977,179 | 14,997,600 | 12,048,090 | ||||||||||||
| Basic and diluted loss per share | 0.03 | 0.18 | 0.02 | 0.20 | ||||||||||||
| 30-Sep-25 | 31-Dec-25 | 31-Mar-26 | 30-Jun-26 | |||||||||||||
| Revenue | 7,402,272 | 7,495,738 | 5,320,574 | 10,650,851 | ||||||||||||
| Total comprehensive loss (income) | (1,185,467 | ) | 9,270,342 | 4,409,221 | 24,115,794 | |||||||||||
| Total assets | 42,740,718 | 54,319,527 | 53,790,154 | 51,291,879 | ||||||||||||
| Total liabilities | 29,890,007 | 36,230,048 | 36,972,996 | 44,676,366 | ||||||||||||
| Basic and diluted loss per share | 0.03 | 0.21 | 0.07 | 0.48 | ||||||||||||
Quarterly revenue remains sensitive to Bitcoin production, network difficulty, uptime, transaction fees and the Bitcoin price when rewards are received. Q3 FY2026 revenue increased sharply from Q2 FY2026 as additional capacity contributed for a greater portion of the quarter. Quarterly comprehensive results are also affected by share-based expenses, foreign exchange, digital-currency revaluation and Level 3 derivative valuation, which may cause significant volatility unrelated to cash operating performance.
| 9. | MATERIAL TRANSACTIONS |
| (a) | Share capital |
Share capital increased by $10.8 million during Q3 FY2026 and by $27.6 million during the nine months. Q3 movements included settlement of 898,280 restricted share units under FAR Holdings arrangements; exercise of 745,606 stock options; exercise of 600,000 JGB First Warrants on a cashless basis; conversion of $600,000 of JGB principal into 150,000 common shares; and conversion of $125,000 of October 2025 note principal, together with accrued interest, into 34,410 common shares.
At June 30, 2026, the Company had 54,069,407 voting common shares and 2,312,243 non-voting common shares issued and outstanding, for a total of 56,381,650 common shares.
| (b) | Share-based awards |
Share-based expenses were $4.9 million in Q3 FY2026 and $20.0 million for the nine months. During Q3, the Company granted 775,000 restricted share units that vested immediately: 425,000 units with a grant-date fair value of $8.96 per unit and 350,000 units with a grant-date fair value of $3.21 per unit. The aggregate $4.9 million grant-date fair value was recognized as expense. At June 30, 2026, 975,000 restricted share units were outstanding, of which 775,000 were vested and 200,000 were unvested.
Page 9 of 16
Management’s Discussion and Analysis For the three and nine months ended June 30, 2026 (Expressed in United States Dollars, unless otherwise noted) |
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) |
| 9. | MATERIAL TRANSACTIONS (CONT’D) |
| (b) | Share-based awards (cont’d) |
At June 30, 2026, 727,273 stock options were outstanding and exercisable, with a weighted-average exercise price of $4.48 per share and a weighted-average remaining contractual life of approximately 1.50 years.
| (c) | Warrants and derivative financial liabilities |
At June 30, 2026, 2,347,229 warrants were outstanding: 1,105,986 JGB First Warrants and 597,493 JGB Second Warrants at $0.10 per share, 268,750 October 2025 note warrants at $5.00 per share and 375,000 Aldo Bernardi warrants at $4.00 per share. The weighted-average exercise price was $1.28.
Derivative financial liabilities were $15.6 million at June 30, 2026, comprising $11.4 million of JGB warrant liabilities, a $2.9 million FAR Holdings conversion option, $1.1 million of other warrant liabilities and $0.1 million of other conversion-option liabilities. During Q3, the Company recognized a $13.3 million fair-value loss on derivative financial instruments, partially offset by approximately $3.2 million of derecognition and settlement effects associated with warrant exercises and debt conversions.
| (d) | Digital currency and prepaids |
Digital currency was $2.5 million, representing 41.03 BTC, at June 30, 2026. The balance included $1.5 million held under the Luxor arrangement. During the nine months, the Company mined 291.53 BTC, received other additions of 27.93 BTC and sold 286.04 BTC. Realized losses on sales were $1.4 million and revaluation gains recognized in other comprehensive income were $0.3 million.
Current and non-current prepaids and deposits totaled $8.2 million at June 30, 2026. The current balance included $5.9 million of prepaid operating costs of Exanorth AS and digital-asset transaction balances classified as prepaids and deposits.
| 10. | RECONCILIATION OF EBITDA |
The following table reconciles EBITDA and Adjusted EBITDA to net loss, the nearest IFRS measure:
| D. EBITDA AND ADJUSTED EBITDA RECONCILIATION | ||||||||||||||||
| Line item | Q3 FY2026 | 9M FY2026 | Q3 FY2025 | 9M FY2025 | ||||||||||||
| Net loss | (26,464,717 | ) | (39,421,781 | ) | (7,711,199 | ) | (14,672,355 | ) | ||||||||
| Interest expenses | 951,087 | 4,966,493 | 636,152 | 904,674 | ||||||||||||
| Interest income | (49 | ) | (1,000 | ) | (510 | ) | (4,618 | ) | ||||||||
| Income taxes | — | — | ||||||||||||||
| Depreciation and amortization | 8,315,888 | 14,901,742 | 2,822,201 | 9,152,514 | ||||||||||||
| EBITDA | (17,197,791 | ) | (19,554,546 | ) | (4,253,356 | ) | (4,619,785 | ) | ||||||||
| share-based expenses | 4,931,500 | 20,014,769 | 5,700,000 | 10,200,000 | ||||||||||||
| Foreign exchange loss (gain) | 2,140,136 | (47,974 | ) | 181,342 | 1,588,046 | |||||||||||
| Financing loss | — | 267.384 | — | — | ||||||||||||
| Loss on derivative financial instruments | 13,262,586 | 5,900,982 | — | — | ||||||||||||
| Adjusted EBITDA | 3,136,431 | 6,580,615 | 1,627,986 | 7,168,261 | ||||||||||||
| Revenue | 10,650,851 | 23,467,163 | 6,433,870 | 17,442,980 | ||||||||||||
| Adjusted EBITDA margin (Revenue) | 29.4 | % | 28.0 | % | 25.3 | % | 41.1 | % | ||||||||
Page 10 of 16
Management’s Discussion and Analysis For the three and nine months ended June 30, 2026 (Expressed in United States Dollars, unless otherwise noted) |
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) |
| 10. | RECONCILIATION OF EBITDA (CONT’D) |
Adjusted EBITDA was income of $3.1 million in Q3 FY2026, compared with income of $1.6 million in Q3 FY2025. The current-quarter measure reflects add-backs for share-based expense, the foreign-exchange loss and the derivative fair-value loss, which more than offset the operating loss embedded in EBITDA. Adjusted EBITDA was income of $6.6 million for the nine months, compared with income of $7.2 million in the comparative period.
| 11. | LIQUIDITY AND CAPITAL RESOURCES |
| (a) | Liquidity |
At June 30, 2026, the Company had cash and cash held in trust of $2.9 million and digital currency of $2.5 million. In addition, $2.0 million of restricted cash was unavailable for general use at June 30, 2026 and became unrestricted upon repayment of the JGB loan on August 6, 2026. At September 30, 2025, cash and cash held in trust totaled $5.5 million, restricted cash was $2.0 million and digital currency was $0.8 million.
Current assets were $13.0 million and current liabilities were $37.0 million at June 30, 2026, resulting in a working-capital deficit of $24.0 million, compared with a deficit of $6.4 million at September 30, 2025. Current liabilities included the current portions of senior secured loans and the settlement liability, convertible notes and debentures, accounts and other payables, derivative liabilities, contingent consideration and related-party advances.
The Company used $22.6 million of cash in operating activities during the nine months and remained dependent on operating cash flow, sales of Bitcoin, financing and refinancing activities. Subsequent to period end, the Company completed the special-warrant financing and repaid the JGB loan. These transactions improved near-term liquidity and removed the JGB security package but do not eliminate the Company’s dependence on achieving operating plans and obtaining financing when required. The $2.0 million of restricted cash at June 30, 2026 was held in the JGB-controlled deposit account to satisfy the minimum cash balance covenant under Section 6.12(a) of the JGB loan agreement; on repayment of the JGB loan in full on August 6, 2026, that covenant and the related security were discharged and the $2.0 million became unrestricted and available to the Company.
The Q3 Financial Statements disclose that events and conditions indicate a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. The financial statements do not include adjustments that would be necessary if the going-concern basis were not appropriate.
| (b) | Contractual obligations |
At June 30, 2026, contractual undiscounted cash flows were $42.5 million. The principal components were the JGB senior secured loan ($28.1 million), accounts and other payables ($7.6 million), the FAR convertible promissory note ($3.3 million), the former CEO convertible loan ($1.8 million), the settlement liability ($1.5 million), related-party advances ($0.2 million) and the October 2025 convertible notes ($0.1 million). The 26 BTC delivery obligation and contingent consideration are disclosed separately in Note 24 and are excluded from that total. The JGB loan was repaid after period end.
Page 11 of 16
Management’s Discussion and Analysis For the three and nine months ended June 30, 2026 (Expressed in United States Dollars, unless otherwise noted) |
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) |
| 11. | LIQUIDITY AND CAPITAL RESOURCES (CONT’D) |
| (c) | Capital resources |
Shareholders’ equity decreased to $6.6 million at June 30, 2026 from $12.9 million at September 30, 2025. Share capital increased to $128.6 million from $101.0 million and contributed surplus increased to $10.8 million from $6.8 million, but these increases were more than offset by the nine-month net loss. The Company manages capital through a combination of equity, debt, digital-currency sales and disciplined allocation of operating and development expenditures.
| (d) | Digital currency |
The Company holds Bitcoin as a supplemental source of liquidity and monitors cash requirements using rolling forecasts. Disposals are timed and sized by reference to power, payroll, lease, debt-service and development obligations and prevailing market depth. Digital currency is volatile and cannot be assumed to provide cash proceeds equal to its period-end carrying amount.
| 12. | FINANCIAL INSTRUMENTS AND RISK MANAGEMENT |
The Company is exposed to liquidity, credit, foreign-currency, interest-rate, custody, access and other market risks. There were no material changes in the overall risk-management framework during the nine months.
| (a) | Liquidity risk |
Liquidity risk is the risk that the Company will encounter difficulty meeting obligations as they fall due. Management monitors short-term cash requirements using rolling cash-flow forecasts and may sell Bitcoin or seek financing to supplement liquidity. At June 30, 2026, total liabilities were $44.7 million, compared with $2.9 million of cash and cash equivalents and cash held in trust, $2.0 million of restricted cash and $2.5 million of digital currency.
| (b) | Credit, custody and access risk |
Cash and restricted cash are held with financial institutions, and cash held in trust is held by legal counsel. Digital currency held through third-party arrangements exposes the Company to custody, access and counterparty risk. A loss of private keys or failure of a pool, exchange, wallet provider or other counterparty could result in loss of access or unrecoverable assets. The Company uses role-based approvals, reconciliations and controlled wallet procedures to mitigate these risks, but they cannot be eliminated.
| (c) | Market and valuation risk |
The Company is exposed to Bitcoin-price volatility, foreign-exchange rates, interest rates and movements in its share price. Derivative financial liabilities are particularly sensitive to share price, volatility and expected term. Changes in these inputs may cause material non-cash gains or losses and significant period-to-period volatility.
Page 12 of 16
Management’s Discussion and Analysis For the three and nine months ended June 30, 2026 (Expressed in United States Dollars, unless otherwise noted) |
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) |
| 13. | RELATED PARTY TRANSACTIONS |
Related parties include directors, officers, entities controlled by them and other parties meeting the definition in IAS 24. At June 30, 2026, amounts owing to related parties consisted entirely of related party advances of $151,361 (September 30, 2025 — $95,758 in accounts and other payables and $150,794 in related party advances), unsecured, due on demand and non-interest-bearing unless otherwise stated.
Key management compensation disclosed in the Q3 Financial Statements includes cash compensation of $40,000 for Q3 FY2026 and $278,000 for the nine months (Q3 FY2025 — $441,000; nine months FY2025 — $849,000) and share-based compensation of $nil for Q3 FY2026 and $3,700,000 for the nine months (Q3 FY2025 — $1,625,000; nine months FY2025 — $6,825,000).
The Company’s unsecured convertible loan from its former Chief Executive Officer had a carrying amount, including accrued interest, of $1.8 million at June 30, 2026. The loan and related conversion right remain subject to the legal dispute disclosed in the Q3 Financial Statements.
| 14. | OFF-BALANCE-SHEET ARRANGEMENTS |
As at June 30, 2026, the Company had no off-balance-sheet arrangements that have, or are reasonably likely to have, a material current or future effect on its financial condition, results of operations, liquidity, capital expenditures or capital resources.
| 15. | RISK FACTORS AND UNCERTAINTIES |
The Company’s operations involve risks and uncertainties, many of which are beyond its control. The following discussion is not exhaustive and should be read with the Q3 Financial Statements and the Company’s other continuous-disclosure filings.
| (a) | Technology, digital-asset custody and operational continuity |
| ● | Cryptocurrency networks, wallets and open-source software may contain vulnerabilities that could permit theft, unauthorized transfers or disruption. |
| ● | Mining operations depend on reliable power, cooling, network connectivity, specialized hardware and third-party service providers. Curtailment, equipment failure, fire, flooding, cyber incidents or vendor failure could reduce production and revenue. |
| ● | Mining hardware is subject to rapid technological obsolescence. Delays or high prices for replacement equipment may reduce competitiveness and the return on capital expenditures. |
| ● | Insurance coverage for digital assets, cybersecurity and mining operations may be unavailable, limited or subject to material exclusions. |
Page 13 of 16
Management’s Discussion and Analysis For the three and nine months ended June 30, 2026 (Expressed in United States Dollars, unless otherwise noted) |
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) |
| 15. | RISK FACTORS AND UNCERTAINTIES |
| (b) | Digital-asset economics and regulation |
| ● | Bitcoin prices and transaction fees are highly volatile. The Company may need to sell Bitcoin at unfavourable prices to fund operations or obligations. |
| ● | Rising network difficulty and global hashrate dilute rewards per unit of computing capacity and may reduce margins even when uptime and installed capacity are unchanged. |
| ● | Changes in laws, tax rules, energy policy, grid access or environmental requirements in Canada, Norway or other jurisdictions may increase costs, restrict operations or delay expansion. |
| ● | Digital-asset exchanges and other market venues remain vulnerable to manipulation, cyberattacks, insolvency and regulatory intervention, which may impair liquidity and price discovery. |
| (c) | Financial, legal and corporate risks |
| ● | The Company has incurred substantial losses and has a material working-capital deficit. Additional financing may not be available on acceptable terms, and equity financing may dilute existing shareholders. |
| ● | Derivative financial liabilities and foreign-exchange exposures may cause material non-cash earnings volatility and may complicate covenant and capital-management assessments. |
| ● | The Company is exposed to litigation involving its former Chief Executive Officer and a North Dakota employment claim. Outcomes cannot presently be determined. |
| ● | The Company relies on key management and technical personnel. Failure to retain or replace these individuals could disrupt operations and strategy. |
| ● | The complexity of accounting for digital assets, financings, derivative liabilities and multi-entity consolidation requires significant management judgment and specialist assistance and may increase the risk of financial-reporting error. |
| ● | The proposed OneQode arrangement, Finland development and other growth initiatives may not be completed on anticipated terms or may require more capital and time than expected. |
| 16. | DISCLOSURE CONTROLS AND PROCEDURES / INTERNAL CONTROL OVER FINANCIAL REPORTING |
The Company's common shares commenced trading on the Nasdaq Capital Market on June 9, 2026. Because Nasdaq is a U.S. marketplace for the purposes of National Instrument 51-102 and National Instrument 52-109, the Company is not a venture issuer as at June 30, 2026.
As this is the first interim period ending after the Company became a non-venture issuer, the Company's certifying officers have filed their interim certificates for the period ended June 30, 2026 using the alternative Form 52-109F2 – IPO/RTO, in reliance on section 5.5 of NI 52-109. Consistent with that alternative form, the certifying officers have not made representations relating to the design or effectiveness of disclosure controls and procedures ("DC&P") or internal control over financial reporting ("ICFR") for the quarter ended June 30, 2026.
Page 14 of 16
Management’s Discussion and Analysis For the three and nine months ended June 30, 2026 (Expressed in United States Dollars, unless otherwise noted) |
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) |
| 16. | DISCLOSURE CONTROLS AND PROCEDURES / INTERNAL CONTROL OVER FINANCIAL REPORTING (CONT’D) |
Disclosure controls and procedures are designed to provide reasonable assurance that material information required to be disclosed is recorded, processed, summarized and reported within the required periods and communicated to management. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements in accordance with IFRS. These controls have inherent limitations and can provide only reasonable, not absolute, assurance. Investors should be aware that inherent limitations exist in the Company's ability to design and implement DC&P and ICFR on a cost-effective basis in this first period following its transition to non-venture issuer status, as described in section 5.5 of NI 52-109.
| 17. | OUTLOOK |
Management expects Bitcoin mining economics to remain highly sensitive to Bitcoin price, transaction fees, network difficulty, uptime and energy costs. Near-term priorities are to improve energy efficiency and hashrate per MW, advance prospective hosting and infrastructure arrangements, optimize grid-flexibility opportunities in Norway, complete Finland development activities in a disciplined manner and preserve liquidity following the private placement and JGB repayment.
These expectations are forward-looking information and are subject to the assumptions and risks described under “Cautionary Note Regarding Forward-Looking Information” and “Risk Factors and Uncertainties”.
| 18. | OUTSTANDING SHARE DATA |
As at the date of this MD&A, the Company’s outstanding securities were as follows:
Security | Contractual principal amount | Amount outstanding | Voting common shares issuable | |||||||||
| # | # | |||||||||||
| Voting common shares | N/A | 55,122,366 | — | |||||||||
| Non-voting common shares | N/A | 2,312,243 | — | |||||||||
| Stock options | N/A | 727,273 | 727,273 | |||||||||
| Restricted share units | N/A | 350,000 | 350,000 | |||||||||
| Common share purchase warrants | N/A | 1,947,229 | 1,947,229 | |||||||||
| Special warrants (*) | N/A | 5,828,342 | 11,656,684 | |||||||||
| FAR Holdings convertible promissory note | 26 BTC | N/A | 759,435 | |||||||||
| Former Chief Executive Officer convertible loan | $ | 1,000,000 | N/A | See below | ||||||||
* Each special warrant is exchangeable, without additional consideration, for one voting common share and one common share purchase warrant. Each underlying warrant is exercisable for one additional voting common share. Includes 5,828,342 voting common shares issuable upon exchange of the special warrants and an additional 5,828,342 voting common shares issuable upon exercise of the resulting common share purchase warrants.
Page 15 of 16
Management’s Discussion and Analysis For the three and nine months ended June 30, 2026 (Expressed in United States Dollars, unless otherwise noted) |
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) |
| 18. | OUTSTANDING SHARE DATA (CONT’D) |
The former Chief Executive Officer convertible loan and related conversion right are subject to the legal dispute described in the Q3 Financial Statements. Accordingly, the number of voting common shares potentially issuable under the disputed conversion right cannot presently be determined.
Subsequent to June 30, 2026, 425,000 and 200,000 restricted share units were settled on July 6 and July 7, 2026, respectively; a convertible promissory note was converted into 27,959 voting common shares on July 24, 2026; and 400,000 warrants were exercised into voting common shares on July 13, 2026.
For securities outstanding at June 30, 2026, see Section 9 and Note 22 to the Q3 Financial Statements; for subsequent issuances, exercises and settlements, see Section 4.
| 19. | FILING |
The Q3 Financial Statements and this MD&A will be filed electronically with the Canadian securities regulators through the System for Electronic Document Analysis and Retrieval + (“SEDAR+”) and may be accessed at www.sedarplus.ca. Additional information relating to the Company, including its annual information form, if applicable, is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
Page 16 of 16
Exhibit 99.3
Form 52-109F2 – IPO/RTO
Certification of Interim Filings
Following an Initial Public Offering,
Reverse Takeover or Becoming a Non-
Venture Issuer
I, Mohammed Bakhashwain, the Chief Executive Officer of Bitzero Holdings Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Bitzero Holdings Inc. (the “issuer”) for the interim period ended June 30, 2026. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| Date: August 14, 2026 | |
 |
|
| Mohammed Bakhashwain | |
| Chief Executive Officer | |
NOTE TO READER
In contrast to the usual certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), namely, Form 52-109F2, this Form 52-109F2 – IPO/RTO does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
| i) | and controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.
Investors should be aware that inherent limitations on the ability of certifying officers of an issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 in the first financial period following
| ● | completion of the issuer’s initial public offering in the circumstances described in s. 5.3 of NI 52-109; |
| ● | completion of a reverse takeover in the circumstances described in s. 5.4 of NI 52-109; or |
| ● | the issuer becoming a non-venture issuer in the circumstances described in s. 5.5 of NI 52-109; |
may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
1
Exhibit 99.4
Form 52-109F2 – IPO/RTO
Certification of Interim Filings
Following an Initial Public Offering,
Reverse Takeover or Becoming a Non-
Venture Issuer
I, Igor Kostioutchenko, the Chief Financial Officer of Bitzero Holdings Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Bitzero Holdings Inc. (the “issuer”) for the interim period ended June 30, 2026. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| Date: August 14, 2026 | |
 |
|
| lgor Kostioutchenko | |
| Chief Financial Officer |
NOTE TO READER
In contrast to the usual certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), namely, Form 52-109F2, this Form 52-109F2 – IPO/RTO does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
| i) | and controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.
Investors should be aware that inherent limitations on the ability of certifying officers of an issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 in the first financial period following
| ● | completion of the issuer’s initial public offering in the circumstances described in s. 5.3 of NI 52-109; |
| ● | completion of a reverse takeover in the circumstances described in s. 5.4 of NI 52-109; or |
| ● | the issuer becoming a non-venture issuer in the circumstances described in s. 5.5 of NI 52-109; |
may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
1