DEFT 6-K 2025 - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2025.

Commission File Number 001-41056

DEFI TECHNOLOGIES, INC.

(Translation of registrant’s name into English)

Suite 2400, 333 Bay Street,

Toronto, ON M5H 2T6 Canada

(Address of principal executive office)

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.

Date November 14, 2025	DEFI TECHNOLOGIES, INC.
	By:	/s/ Kenny Choi
		Kenny Choi
		Corporate Secretary

ExhibitIndex

Exhibit	Description of Exhibit
99.1	Interim Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2025
99.2	Management’s Discussion & Analysis for the three and nine months ended September 30, 2025
99.3	Form 52-109F2 - Certification of interim filings (CEO)
99.4	Form 52-109F2 - Certification of interim filings (CFO)

Exhibit 99.1

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2025 and 2024

(expressed in U.S. dollars)

DeFi Technologies Inc.

Table of Contents

Condensed consolidated interim statements of financial position	3
Condensed consolidated interim statements of operations and comprehensive loss	4
Condensed consolidated interim statements of cash flows	5
Condensed consolidated interim statements of changes in equity	6
Notes to the condensed consolidated interim financial statements	7-54

DeFi Technologies Inc.

Condensed Consolidated Interim Statements of Financial Position

(Expressed in U.S. dollars)

				September 30, 2025			December 31, 2024			January 1, 2024
		Note
****	****	****	****	****		****	****	(See Note 2 (e))	****	****	(See Note 2 (e))	****
Assets
Current
Cash and cash equivalents		3,22			119,541,083				15,931,525				5,086,256
Client cash deposits		3			5,387,686				10,665,147				-
Prepaid expenses and other assets		4			5,372,448				1,797,724				1,182,321
Public investments, at fair value through profit and loss		5,22,25			-				778,085				-
Digital assets		6			445,126,641				276,853,787				142,437,463
Digital assets loaned		6			163,451,483				38,618,758				204,466,643
Digital assets staked		6,7			111,473,563				240,031,645				23,078,945
Equity investments in digital assets funds, at FVTPL		6,7			98,042,523				126,317,000				-
Total current assets					948,395,427				710,993,671				376,251,628
Private investments, at fair value through profit and loss		5,22,25			43,977,068				37,348,081				32,717,095
Digital assets		6			-				334,710				486,649
Digital assets loaned		6			69,203,154				-				-
Equity investments in digital assets funds, at FVTPL		6,7			95,922,432				131,108,063				-
Equipment					15,705				103				6,094
Right-of-use asset		14			3,155,401				-				-
Intangible assets		9			1,026,055				1,649,270				2,660,625
Goodwill		9			40,065,219				37,157,779				35,080,194
Total assets					1,201,760,461				918,591,677				447,202,285
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities		10,25,26			9,599,999				3,482,464				6,899,320
Loans payable		11,22			12,813,123				9,693,294				42,522,656
Trading liabilities		8			16,007,678				15,109,375				-
ETP holders payable		12			989,124,847				871,162,347				384,190,602
Warrant liability		13			53,264,837				-				-
Lease liability - current portion		14			540,794				-				-
Total current liabilities					1,081,351,278				899,447,480				433,612,578
Lease liability		14			2,691,216				-				-
Total non-current liabilities					2,691,216				-				-
Total liabilities					1,084,042,494				899,447,480				433,612,578
Share capital		20			220,088,856				153,294,666				128,886,879
Preferred shares		20			3,190,601				3,190,601				3,190,601
Share-based payments reserves		21			22,905,682				26,401,006				21,282,945
Accumulated other comprehensive income					848,457				(294,045	)			(4,262,989	)
Non-controlling interest		8			1,390,785				-				(3,562	)
Deficit					(130,706,414	)			(163,448,031	)			(135,504,167	)
Total equity					117,717,967				19,144,197				13,589,707
Total liabilities and equity					1,201,760,461				918,591,677				447,202,285
Nature of operations and going concern		1
Commitments and contingencies		26

All values are in US Dollars.

Approved on behalf of the Board of Directors:

“Olivier Roussy Newton”	“Stefan Hasct”
Director	Director

See accompanying notes to these condensed consolidated interim financial statements

DeFi Technologies Inc.

Condensed Consolidated Interim Statements of Operations and Comprehensive Income (Loss)

(Expressed in U.S. dollars)

		Three months ended<br> September 30,							Nine months ended<br> September 30,
		2025			2024			2025			2024
****	****		****	****		****	****		****	****		****
****	****	****		****	****	(See Note 2 (e))	****	****	****		****	****	(See Note 2 (e))	****
Revenues
Staking and lending income			7,423,166				6,450,765				24,080,749				16,807,671
Management fees			2,885,160				1,513,633				7,547,407				4,370,976
Trading commissions			2,233,106				-				6,230,864				-
Research revenue			109,500				195,175				468,000				813,785
Advisory revenue			192,407				-				192,407				-
Revenues excluding realized and net change in unrealized gains (losses)			12,843,339				8,159,573				38,519,427				21,992,432
Realized and net change in unrealized gains on digital assets			118,260,624				24,817,308				29,330,978				132,477,308
Realized and net change in unrealized gain on equity investments at FVTPL			71,235,287				21,472,220				18,207,491				10,833,817
Realized and net change in unrealized losses on ETP payables			(179,811,419	)			(26,296,262	)			(6,002,344	)			(114,002,560	)
Revenues from realized and net change in unrealized gains (losses)			9,684,492				19,993,266				41,536,125				29,308,565
Total revenues			22,527,831				28,152,839				80,055,552				51,300,997
Operating expenses
Operating, general and administration			8,954,453				4,576,970				23,068,641				29,219,841
Share based payments			2,207,588				8,788,650				10,758,244				12,506,785
Depreciation - equipment			808				1,270				1,666				5,498
Amortization - right-of-use assets			51,180				-				51,180				-
Amortization - intangibles			458,547				394,131				1,163,988				1,153,272
Fees and commissions			1,812,243				1,460,966				5,936,632				2,624,068
Foreign exchange (gain) loss			10,875				(1,532,898	)			(367,259	)			3,723,351
Impairment loss (recovery)			-				24,985				-				3,647,441
Total operating expenses			13,495,694				13,714,074				40,613,092				52,880,256
Operating income (loss)			9,032,137				14,438,765				39,442,460				(1,579,259	)
Realized (loss) gain on investments			177,378				(617	)			(300,804	)			466,235
Unrealized gain (loss) on investments			21				1,579,117				2,723				(259,831	)
Interest income			35,325				2,024				64,419				3,137
Finance costs			(141,510	)			(573,601	)			(375,552	)			(2,536,463	)
Financing expense			(4,675,199	)			-				(4,675,199	)			-
Total other (expenses) income			(4,603,985	)			1,006,923				(5,284,413	)			(2,326,922	)
Net income (loss) for the period before taxes			4,428,152				15,445,688				34,158,047				(3,906,181	)
Current income taxes			492,246				-				1,510,499				-
Net income (loss) for the period after taxes			3,935,906				15,445,688				32,647,548				(3,906,181	)
Other comprehensive income
Cumulative translation adjustment			(942,908	)			(427,623	)			1,142,502				(1,391,374	)
Net income (loss) and comprehensive income (loss) for the period			2,992,998				15,018,065				33,790,050				(5,297,555	)
Net income (loss) attributed to:
Owners of the parent			4,029,975				15,448,937				32,741,617				(3,902,880	)
Non-controlling interests			(94,069	)			(3,249	)			(94,069	)			(3,301	)
			3,935,906				15,445,688				32,647,548				(3,906,181	)
Net income (loss) and comprehensive income (loss) attributed to:
Owners of the parent			3,065,335				15,021,314				33,862,387				(5,294,254	)
Non-controlling interests			(72,337	)			(3,249	)			(72,337	)			(3,301	)
			2,992,998				15,018,065				33,790,050				(5,297,555	)
Income (loss) per share
Basic			0.01				0.05				0.10				(0.01	)
Diluted			0.01				0.04				0.09				(0.01	)
Weighted average number of shares outstanding:
Basic			343,998,923				298,101,066				331,245,844				291,401,579
Diluted			373,627,746				355,303,374				362,979,050				291,401,579

All values are in US Dollars.

See accompanying notes to these condensed consolidated interim financial statements

DeFi Technologies Inc.

Condensed Consolidated Interim Statements of Cash Flows

(Expressed in U.S. dollars)

				Nine months ended<br> September 30,
				2025			2024
****	****	Note	****		****	****		****
****	****	****	****	****		****	****	(See Note 2 (e))	****
Cash (used in) provided by operations:
Net income (loss) for the period after taxes				$	32,647,548			$	(3,906,181	)
Adjustments to reconcile net (loss) income to cash (used in) operating activities:
Share-based payments		21			10,758,244				12,506,785
Impairment loss		9			-				3,647,441
Interest expense		11			325,356				-
Depreciation - equipment					1,666				5,498
Amortization - right-of-use asset		9			51,180				-
Amortization - Intangible asset		9			1,163,988				1,153,272
Realized loss on investments, net		22			300,804				(466,235	)
Unrealized gain on investments, net		22			(2,723	)			259,831
Realized and net change in unrealized gains on digital assets		15			(29,330,978	)			(132,477,308	)
Realized and net change in unrealized losses on ETP payables		17			6,002,344				129,126,606
Realized and net change in unrealized gain on equity investments at FVTPL		16			(18,207,491	)			(10,833,817	)
Staking and lending income		18			(24,080,749	)			(16,807,671	)
Management fee revenue					(7,547,407	)			(4,374,571	)
Non-cash trading fees					911,242				-
Share issuance costs expensed					4,695,578				-
Digital asset transaction costs					-				(1,998,385	)
Lease interest expense					23,128				-
Unrealized loss on foreign exchange					4,207,517				(1,198,588	)
					(18,080,753	)			(25,363,323	)
Adjustment for:
Purchase of digital assets		22			(234,966,522	)			(255,275,187	)
Disposal of digital assets		22			62,303,444				443,533,773
Purchase of equity investments		6,7			-				(175,245,383	)
Disposal of equity investments		6,7			71,685,819				-
Purchase of investments		22			(2,190,643	)			(999,991	)
Disposal of investments					-				552,943
Change in client digital assets					5,277,461				-
Change in prepaid expenses and deposits					(3,562,251	)			(2,542,555	)
Change in accounts payable and accrued liabilities					5,834,651				(2,902,324	)
Change in trading liabilities					898,303				375,109
Change in loan payable		11			(325,356	)			-
Net cash (used in) operating activities					(113,125,847	)			(17,866,938	)
Investing activities
Net cash (paid for) received from acquisition of subsidiaries		8			(544,964	)			237,015
Equipment purchases					(17,268	)			-
Net cash (used in) provided by investing activities					(562,232	)			237,015
Financing activities
Proceeds from ETP holders					577,376,911				361,136,794
Payments to ETP holders					(461,136,222	)			(301,607,160	)
Loan proceeds					5,296,576				-
Loan repaid					(2,502,103	)			(32,096,260	)
Proceeds from investments					477,281				(1,233	)
Proceeds from option exercises		21			7,458,147				770,440
Proceeds from exercise of warrants		21			540,413				1,102,032
NCIB					(2,444,880	)			(1,482,607	)
Proceeds from private placement		20			100,000,001				-
Share issuance costs		20			(8,819,331	)			-
Net cash provided by financing activities					216,246,793				27,822,006
Effect of exchange rate changes on cash and cash equivalents					1,050,844				57,757
Change in cash and cash equivalents					103,609,558				10,249,840
Cash, beginning of period					15,931,525				5,086,256
Cash and cash equivalents, end of period				$	119,541,083			$	15,336,096

All values are in US Dollars.

See accompanying notes to these condensed consolidated interim financial statements

DeFi Technologies Inc.

Condensed Consolidated Interim Statements of Changes in Equity

(Expressed in U.S. dollars)

									Share-based<br> payments
	Number<br> of Common Shares	Common<br> Shares			Number of<br> Preferred Shares		Preferred<br> Shares		Options			Deferred<br> Shares Unit<br> (DSU)			Treasury<br> shares		Warrants			Share-based<br> Payments Reserve			Accumulated<br> other comprehensive income			Non-controlling<br> interest			Deficit			Total

Balance,<br> December 31, 2024	321,257,689	$	153,294,666			4,500,000	$	3,190,601	$	16,904,428		$	8,768,445		$	-	$	728,133		$	26,401,006		$	(294,045	)	$	-		$	(163,448,031	)	$	19,144,197
Acquisition<br> of Neuronomics	186,034		442,722			-		-		-			-			-		-			-			-			1,484,854			-			1,927,576
DSUs<br> cancelled	-		-			-		-		-			(655,459	)		-		-			(655,459	)		-			-			-			(655,459	)
DSU<br> exercised	4,235,755		6,845,046			-		-		-			(6,845,046	)		-		-			(6,845,046	)		-			-						-
Option<br> exercised	9,237,595		14,735,950			-		-		(7,277,803	)		-			-		-			(7,277,803	)		-			-			-			7,458,147
Warrant<br> exercised	3,125,000		671,132			-		-		-			-			-		(130,719	)		(130,719	)		-			-			-			540,413
Share<br> purchase agreement	1,607,717		3,909,861			-		-		-			-			-		-			-			-			-			-			3,909,861
NCIB	(935,900)		(2,444,880	)		-		-		-			-			-		-			-			-			-			-			(2,444,880	)
Share-based<br> payments	-		-			-		-		4,884,872			6,528,831			-		-			11,413,703			-			-			-			11,413,703
Private<br> placement	45,662,101		46,758,112			-		-		-			-			-		-			-			-			-			-			46,758,112
Share<br> issuance costs	-		(4,123,753	)		-		-		-			-			-		-			-			-			-			-			(4,123,753	)
Net<br> loss and comprehensive loss	-		-			-		-		-			-			-		-			-			1,142,502			(94,069	)		32,741,617			33,790,050
Balance,<br> September 30, 2025	384,375,991	$	220,088,856			4,500,000	$	3,190,601	$	14,511,497		$	7,796,771		$	-	$	597,414		$	22,905,682		$	848,457		$	1,390,785		$	(130,706,414	)	$	117,717,967

Balance,<br> December 31, 2023 (See Note 2(e))	276,658,208	$	128,886,879			4,500,000	$	3,190,601	$	13,242,820		$	5,943,892		$	20,268	$	2,075,965		$	21,282,945			(1,209,379	)		(3,562	)		(135,504,167	)		16,643,317
Acquisition<br> of Reflexivity	5,000,000		2,295,276			-		-		-			-			-		-			-			-			-			-			2,295,276
Acquisition<br> of Solana CP	7,297,090		3,687,042			-		-		-			-			-		-			-			-			-			-			3,687,042
Warrants<br> exercised	6,112,789		1,431,784			-		-		-			-			-		(329,673	)		(329,673	)		-			-			-			1,102,111
Options<br> exercised	2,692,500		1,397,274			-		-		(584,749	)		-			-		-			(584,749	)		-			-			-			812,525
DSUs<br> exercised	2,107,281		1,287,205			-		-		-			(1,287,205	)		-		-			(1,287,205	)		-			-			(42,089	)		(42,089	)
Option<br> expiry	-		-			-		-		(639,300	)		-			-		-			(639,300	)		-			-			639,300			-
DSUs<br> surrendered	-		-			-		-		-			(82,095	)		-		-			(82,095	)		-			-			51,592			(30,503	)
NCIB	(1,020,000)		(1,218,243	)		-		-		-			-			-		-			-			-			-			(264,363	)		(1,482,606	)
Share-based<br> payments	-		-			-		-		6,724,084			5,757,133			-		-			12,481,217			-			-			-			12,481,217
Cumulative<br> tranlsation adjustment	-		-			-		-		-			-			-		-			-			(1,391,374	)		-			-			(1,391,374	)
Net<br> loss and comprehensive loss	-		-			-		-		-			-			-		-			-						(3,301	)		(3,902,880	)		(3,906,181	)
Balance,<br> September 30, 2024	298,847,868	$	137,767,217			4,500,000	$	3,190,601	$	18,742,855		$	10,331,725		$	20,268	$	1,746,292		$	30,841,140		$	(2,600,753	)	$	(6,863	)	$	(139,022,607	)	$	30,168,735

See accompanying notes to these condensed consolidated interim financial statements

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

1.	Nature of operations and going concern

DeFi Technologies Inc. (the “Company” or “DeFi”), is a publicly listed company incorporated in the Province of British Columbia and continued under the laws of the Province of Ontario. On January 21, 2021, the Company up listed its shares to Cboe Canada Exchange (formerly the NEO Exchange) under the symbol of “DEFI”. On May 12, 2025, the Company’s shares were listed on the Nasdaq Capital Market under the symbol “DEFT”. DeFi is a Canadian technology company bridging the gap between traditional capital markets and decentralized finance. The Company generates revenues through the issuance of exchange traded products that synthetically track the value of a single DeFi protocol, its digital asset prime brokerage, internal arbitrage and trading business, investments in various companies and leading protocols across the decentralized finance ecosystem to build a diversified portfolio of decentralized finance assets, providing premium membership for research reports to investors and offering node management of decentralized protocols to support governance, security and transaction validation. The Company’s head office is located at 333 Bay Street, Toronto, Ontario, Canada, M5H 2R2.

These condensed consolidated interim financial statements were prepared on a going concern basis of presentation, which contemplates the realization of assets and settlement of liabilities as they become due in the normal course of operations for the next fiscal year. As at September 30, 2025, the Company has working capital deficiency of $132,955,851 (December 31, 2024 –working capital deficiency of $188,453,809), including cash of $119,541,083 (December 31, 2024 - $15,931,525) and for the nine months ended September 30, 2025 had a net income and comprehensive income of $33,790,050 (for the nine months ended September 30, 2024 – net loss and comprehensive loss of $5,297,555). The Company’s current source of operating cash flow is dependent on the success of its business model and operations and there can be no assurances that sufficient funding, including adequate financing, will be available to cover the general and administrative expenses necessary for the maintenance of a public company.

These condensed consolidated interim financial statements do not reflect adjustments in the carrying value of the assets and liabilities, the reported revenues and expenses and the balance sheet classifications that would be necessary if the going concern assumption were not appropriate. These adjustments could be material.

International conflict and other geopolitical tensions and events, including war, military action, terrorism, tariffs, trade disputes, and international responses thereto have historically led to, and may in the future lead to, uncertainty or volatility in global commodity and financial markets and supply chains. Volatility in digital asset prices and supply chain disruptions may adversely affect the Corporation’s business, financial condition, financing options, and results of operations.

2.	Material accounting policy information
(a)	Statement of compliance
---	---

These condensed consolidated interim financial statements of the Company were prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB) applicable to the preparation of interim financial statements, including IAS 34 – Interim Financial Reporting. These condensed consolidated interim financial statements should be read in conjunction with the annual audited consolidated financial statements for the years ended December 31, 2024 and 2023, which was prepared in accordance with IFRS as issued by the IASB. These condensed consolidated interim financial statements of the Company were approved for issue by the Board of Directors on November 12, 2025.

(b)	Basis of consolidation

Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect these returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are deconsolidated from the date control ceases. The condensed consolidated interim financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiary after eliminating inter-entity balances and transactions.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

2.	Material accounting policy information (continued)

These condensed consolidated interim financial statements comprise the financial statements of the Company and its wholly owned subsidiaries DeFi Holdings (Bermuda) Ltd. (“DeFi Bermuda”), Reflexivity LLC, Valour Inc., Valour Europe AG, DeFi Middle East DMCC, Stillman Digital Inc., Stillman Digital Bermuda Ltd., and CoreFi Strategy Corp. (“CoreFi”). Neuronomics AG is 52.5% owned by the Company and is consolidated on the basis of control. Valour Digital Securities Limited is 0% owned by the Company and consolidated on the basis of control. All material intercompany transactions and balances between the Company and its subsidiaries have been eliminated on consolidation.

Intercompany balances and any unrealized gains and losses or income and expenses arising from intercompany transactions are eliminated in preparing the condensed consolidated interim financial statements.

(c)	Basis of preparation and functional currency

These condensed consolidated interim financial statements have been prepared on a historical cost basis except for certain financial instruments and investments that have been measured at fair value. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting except for cash flow information.

Foreign currency transactions are recorded at the exchange rate as at the date of the transaction. At each statement of financial position date, monetary assets and liabilities in foreign currencies other than the functional currency are translated using the year end foreign exchange rate. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary assets and liabilities in foreign currencies other than the functional currency are translated using the historical rate. All gains and losses on translation of these foreign currency transactions and balances are included in the profit and loss. The functional currency for DeFi and CoreFi is the Canadian dollar, and the functional currency for DeFi Bermuda, Reflexivity LLC, Valour Inc., Valour Europe AG, Stillman Digital Inc., Stillman Digital Bermuda Ltd. and Valour Digital Securities Limited is the U.S Dollar. The functional currency of DeFi Middle East DMCC is the United Emirates Dirham. The functional currency of Neuronomics AG is the Swiss Franc.

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

●	assets and liabilities for each balance sheet presented are<br>translated at the closing rate at the date of that balance sheet,
●	income and expenses for each statement of loss and comprehensive<br>loss are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing<br>on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and
---	---
●	all resulting exchange differences are recognized in other comprehensive<br>loss.
---	---

On consolidation, exchange differences arising from the translation of any net investment in foreign entities and of borrowings are recognized in other comprehensive loss. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

2.	Material accounting policy information (continued)
(d)	Change in accounting policy
---	---

IFRS does not have clear and definitive guidance on the treatment of custodied digital assets. As such, the Company looked to industry practice and other standard setting bodies, such as SEC Staff Accounting Bulletins (“SAB”) and US GAAP for guidance on the treatment of these assets.

On January 23, 2025, the U.S. Securities and Exchange Commission published SAB 122 to rescind SAB 121 with an effective date of January 30, 2025. The application of SAB 122 is applicable for all annual reporting periods beginning on or after December 15, 2024.

Prior to the release of SAB 122, the Company accounted for client digital assets, held by its wholly owned subsidiary Stillman Digital Bermuda Ltd., in accordance with Staff Accounting Bulletin 121 due to the limited IFRS guidance applicable to custodians of digital assets.

To ensure the Company was in-line with other regulatory bodies on the treatments of these assets, the Company adopted SAB 122 during the nine months ended September 30, 2025. The implication of adoption of SAB 122 was that the Company removed its safeguarding obligation liability and corresponding client digital assets from its statement of financial position. The Company also retrospectively de-recognized $3,356,235 of client digital assets and associated liabilities from its December 31, 2024 statement of financial position. No adjustments to retained earnings were made nor an accrual for loss contingency given the lack of loss events to date at Stillman Digital Bermuda Ltd.

(e)	Change in presentation currency

Effective April 1, 2025, the Company changed its presentation currency from Canadian dollars (CAD) to United States dollars (USD). This change has been made to better reflect the Company’s operational and financial exposure to USD, which has become increasingly significant given its activities in the global cryptocurrency and decentralized finance (DeFi) industry, where USD is the predominant currency for transactions, valuations, and investor reporting. The Company’s shares were listed on the Nasdaq Capital Market on May 12, 2025, further supporting the change to USD presentation currency. The Company determined that USD provides more relevant and reliable financial information to users of the financial statements, particularly international investors and stakeholders.

In accordance with IAS 21 – The Effects of Changes in Foreign Exchange Rates, the change in presentation currency has been applied retrospectively. Accordingly, the comparative financial statements for prior periods have been presented as if USD had always been the Company’s presentation currency.

The consolidated statements of loss and comprehensive loss and consolidated statements of cashflows have been translated into the presentation currency using the average exchange rates prevailing during each quarterly reporting period. All monetary assets and liabilities previously reported in CAD have been translated into USD at the closing exchange rate at each respective consolidated statement of financial position date. Share capital, reserves, and other equity components were translated at the historical exchange rates prevailing on the dates of the original transactions, if the date was not readily available items were translated using the average exchange rate for each quarter.

The exchange rates used to reflect the change in presentation currency were as follows:

CAD – USD Exchange rates	Q1 – 2024		Q2 - 2024		Q3 - 2024		Q4 - 2024
Closing rate		0.7389		0.7306		0.7408		0.6950
Average rate		0.7415		0.7315		0.7331		0.7152
CAD – USD Exchange rates	Q1 – 2023		Q2 – 2023		Q3 – 2023		Q4 - 2023
---	---	---	---	---	---	---	---	---
Closing rate		0.7289		0.7553		0.7396		0.7510
Average rate		0.7394		0.7447		0.7455		0.7340

This change in presentation currency does not affect the functional currency of the Company or its subsidiaries, which remain unchanged.

The impact of the change in presentation currency is limited to presentation and translation of prior period figures. There was no impact on the Company’s previously reported net loss, total comprehensive loss, or cash flows, other than changes resulting from currency translation.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

2.	Material accounting policy information (continued)
(f)	Warrant liability
---	---

Warrants issued in September 26, 2025, were determined to be derivative instruments that did not meet the fixed-for-fixed criteria of IAS 32. As a result, these warrants are accounted for as a financial liability and are recorded at their estimated fair value at each reporting date, computed using the Black-Scholes valuation method. Changes in fair value during each reporting period are included in income or loss for the period.

(g)	Reclassification of Comparative Amounts

Certain amounts have been reclassified in the condensed consolidated interim statement of operations and comprehensive income/(loss) in previous periods to conform to the current period presentation. Only reclassifications have been made with no changes in accounting policies or revision of previously reported amounts. There is no change to previously reported net income (loss).

(h)	Significant accounting judgements, estimates and assumptions

The preparation of these condensed consolidated interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated interim financial statements and reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these estimates. The impacts of such estimates are pervasive throughout the condensed consolidated interim financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised, and the revision affects both current and future periods.

Information about critical judgments and estimates in applying accounting policies that have the most significant effect on the amounts recognized in the condensed consolidated interim financial statements are as follows:

(i)	Accounting for digital assets

Among its digital asset holdings, only USDC was classified by the Company as a financial asset. The rest of its digital assets were classified following the IFRS Interpretations Committee (the “Committee”) published its agenda decision on Holdings of Cryptocurrencies in June 2019. The Committee concluded that IAS 2 – Inventories applies to cryptocurrencies when they are held for sale in the ordinary course of business, otherwise an entity should apply IAS 38 - Intangible Assets to holdings of cryptocurrencies. The Company has assessed that it acts in a capacity as a commodity broker trader as defined in IAS 2 - Inventories, in characterizing certain of its holdings as inventory, or more specifically, digital assets. If assets held by commodity broker-traders are principally acquired for the purpose of selling in the near future and generating a profit from fluctuations in price or broker-traders’ margin, such assets are accounted for as inventory, and changes in fair value less costs to sell are recognized in profit or loss. Digital currencies consist of cryptocurrency denominated assets (see Note 6) and are included in current and long-term assets. Digital currencies are carried at their fair value determined by the spot rate less costs to sell. The cost to sell digital assets is nominal. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position. Fair value is determined by taking the mid-point price at 17:30 CET digital asset exchanges consistent with the final terms for each exchange traded product (“ETP”). The primary digital asset exchanges used to value digital assets are Kraken, Bitfinex, Binance, Coinbase, Bitstamp, Bybit OKX, Vinter, Compass and Gate.IO. Where digital assets held do not have pricing on these exchanges, other exchanges would be used. On all material coins, Kraken, Bitfinex, Binance, Coinbase, Bitstamp, Bybit, OKX, Vinter, Compass and Gate.IO were used. Fair value for Mobilecoin, Shyft, Blocto, Maps, Oxygen, Boba Network, Saffron.finance, Clover, Sovryn, Wilder World, Pyth and Volmex is determined by taking the last closing price for the day (UTC time) from www.coinmarketcap.com. The Company revalues its digital assets quarterly. The Company’s principal market for trading cryptocurrency is Binance. However, we use a weighted average price of several markets in accordance with our ETP prospectus. The difference in pricing between our principal market and the weighted average price in accordance with our ETP prospectus has been determined by management to not be material.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

2.	Material accounting policy information (continued)
(ii)	Accounting for ETP holder payables
---	---

Financial liabilities at fair value through profit or loss held includes ETP holders payable. Liabilities arising in connection with ETPs issued by the Company referencing the performance of digital assets are measured at fair value through profit or loss. Their fair value is a function of the unadjusted quoted price of the digital asset underlying the ETP, less any accumulated management fees. The fair value basis is consistent with the measurement of the underlying digital assets which are measured at fair value.The ETPS are actively traded on the Spotlight Stock Market, the London Stock Exchange (“LSE”), and Germany Borse Frankfurt Zertifikate AG.

(iii)	Fair value of financial derivatives

Investments in options and warrants which are not traded on a recognized securities exchange do not have a readily available market value. Valuation technique such as Black Scholes model is used to value these instruments. Refer to Notes 5 and 20 for further details.

(iv)	Fair value of equity investment not quoted in an active market or private company investments

Where the fair values of financial assets and financial liabilities recorded on the statement of financial position cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible, but where observable market data are not available, judgment is required to establish fair values. Refer to Notes 5, 7 and 15 for further details.

(v)	Share-based payments

The Company uses the Black-Scholes option pricing model to fair value options in order to calculate share-based compensation expense. The Black-Scholes model involves six key inputs to determine the fair value of an option: risk-free interest rate, exercise price, market price of the Company’s shares at date of issue, expected dividend yield, expected life, and expected volatility. Certain of the inputs are estimates which involve considerable judgment and are, or could be, affected by significant factors that are out of the Company’s control. The Company is also required to estimate the future forfeiture rate of options based on historical information in its calculation of share-based compensation expense. In the event services are provided to the Company by officers or consultants and settled in equity instruments, the Company has measured the fair value of the services received as the fair value of the equity instruments granted.

(vi)	Warrant liability

The Company uses the Black-Scholes option pricing model to fair value the warrant liability in order to calculate the change in fair value of the derivative liability. The Black-Scholes model involves six key inputs to determine the fair value of an warrant liability: risk-free interest rate, exercise price, market price of the Company’s shares at date of issue, expected dividend yield, expected life, and expected volatility. Certain of the inputs are estimates which involve considerable judgment and are, or could be, affected by significant factors that are out of the Company’s control.

(vii)	Business combinations and goodwill

In a business combination, all identifiable assets and liabilities acquired are recorded at their fair values. In determining the allocation of the purchase price in a business combination, including any acquisition related contingent consideration, estimates including market based and appraisal values are used. The contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Goodwill is assessed for impairment annually.

(viii)	Estimated useful lives and impairment considerations

Amortization of intangible assets is dependent upon estimates of useful lives, which are determined through the exercise of judgment. The assessment of impairment of these assets is dependent upon estimates of recoverable amounts that consider factors such as economic and market conditions and the useful lives of assets.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

2.	Material accounting policy information (continued)
(ix)	Impairment of non-financial assets
---	---

The Company’s non-financial assets include prepaid expenses, digital assets (excluding USDC), equipment and right of use assets, intangibles and goodwill. Impairment of these non-financial assets exists when the carrying value of an asset exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. These calculations are based on available data, other observable inputs and projections of cash flows, all of which are subject to estimates and assumptions. See Note 9 for the discussion regarding impairment of the Company’s non-financial assets.

(x)	Functional currency

The functional currency of the Company has been assessed by management based on consideration of the currency and economic factors that mainly influence the Company’s digital currencies, production and operating costs, financing and related transactions. Specifically, the Company considers the currencies in which digital currencies are most commonly denominated and the currencies in which expenses are settled, by each entity, as well as the currency in which each entity receives or raises financing. Changes to these factors may have an impact on the judgment applied in the determination of the Company’s functional currency.

(xi)	Assessment of transaction as an asset purchase or business combination

Assessment of a transaction as an asset purchase or a business combination requires judgements to be made at the date of acquisition in relation to determining whether the acquiree meets the definition of a business. The three elements of a business include inputs, processes and outputs. When the acquiree does not have outputs, it may still meet the definition of a business if its processes are substantive which includes assessment of whether the process is critical and whether the inputs acquired include both an organized workforce and inputs that the organized workforce could convert into outputs.

Significant judgment is involved in the determination whether the Company controls another entity under IFRS 10. The Company is deemed to control an investee when it demonstrates: power over the investee, exposure, or rights to variable returns from its involvement with the investee and has the ability to use its power over the investee to affect the amount of the investor’s returns. There is judgement required to determine whether these criterions are met. The Company determined it controlled Valour Digital Securities Limited through its role as arranger.

(xiii)	Accounting for digital assets held as collateral

The Company has provided digital assets as collateral for loans provided by digital asset liquidity provider. These digital assets held as collateral are included with digital assets and valued at fair value consistent with the Company’s accounting policy for its digital assets.

(xiv)	Valuation of equity investments at FVTPL

Significant judgement is required in the determination of the fair value of the Company’s investments in Equity investments (collectively the “Funds”) in digital asset at FVTPL given the lock up periods applied to the digital cryptocurrencies owned by the Funds. The Company assesses the discount for lack of marketability applied by the Fund managers for reasonableness in their calculated net asset values. The Fund managers calculate the discount for lack of marketability (“DLOM”) using an option pricing model.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

3.	Cash and cash equivalents
	30-Sep-25		31-Dec-24
---	---	---	---	---
Cash at banks	$	8,326,211	$	9,481,680
Cash held at banks in cashable GIC		93,006,333		-
Cash at brokers		18,188,233		6,421,996
Cash at digital currency exchanges		20,306		27,848
	$	119,541,083	$	15,931,525

The Company also holds client cash deposits for trading purposes in the United States and Bermuda and has classified these deposits as client cash deposits on the statement of financial position. As at September 30, 2025, the balance in client cash deposits was $1,891,731 (December 31, 2024 - $10,665,147).

4.	Prepaid expenses and other assets
	30-Sep-25		31-Dec-24
---	---	---	---	---
Prepaid insurance	$	473,100	$	41,481
Prepaid expenses		4,308,900		1,345,896
Other assets		590,448		410,347
	$	5,372,448	$	1,797,724
5.	Investments, at fair value through profit and loss
---	---

At September 30, 2025, the Company’s investment portfolio consisted of no publicly traded investments and twelve private investments for a total estimated fair value of $43,977,068 (December 31, 2024 – one public and nine private investments for a total estimated fair value of $37,348,081).

During the three and nine months ended September 30, 2025, the Company had a realized gain of $177,378 and a realized loss of $300,804, respectively, (three and nine months ended September 30, 2024 – realized loss of $617 and realized gain of $466,235) and an unrealized gain of $21 and $2,723, respectively (three and nine months ended September 30, 2024 – unrealized gain of $1,579,117 and unrealized loss of $259,831, respectively) on private and public investments.

At September 30, 2025, the Company’s twelve private investments had a total fair value of $43,977,068.

Private Issuer	Note	Security description	Cost		Estimated Fair Value
Amina Bank AG		3,906,250 non-voting shares	$	24,781,804	$	36,650,028	83.3	%
Earnity Inc.		85,142 preferred shares		102,205		-	0.0	%
Luxor Technology Corporation		201,633 preferred shares		452,916		516,861	1.2	%
SDK:meta, LLC		1,000,000 units		2,456,720		-	0.0	%
Skolem Technologies Ltd.		16,354 preferred shares		127,497		-	0.0	%
VolMEX Labs Corporation		Rights to certain preferred shares and warrants		30,000		-	0.0	%
Global Benchmarks AB		53,300 common shares		199,875		199,875	0.5	%
ZKP Corporation	(i)	370,370 common shares		1,000,000		1,000,000	2.3	%
CH Technical Solutions SA		25 common shares		3,891,966		3,891,966	8.8	%
TenX Protocols Inc.		1,334,000 subcription receipts		718,339		718,339	1.6	%
Canada Stablecorp Inc.		303,030 common shares		499,999		499,999	1.1	%
Continental Stable Coin		Rights to certain preferred shares		500,000		500,000	1.1	%
Total private investments			$	34,761,321	$	43,977,068	100.0	%
(i)	Investments in related party entities - see Note 25
---	---

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

5.	Investments, at fair value through profit and loss (continued)

At December 31, 2024, the Company’s nine private investments had a total fair value of $37,348,081.

Private Issuer	Note	Security description	Cost		Estimated Fair Value
3iQ Corp.		61,712 common shares	$	63,270	$	300,459	0.8	%
Amina Bank AG		3,906,250 non-voting shares		24,781,804		35,457,982	95.0	%
Earnity Inc.		85,142 preferred shares		102,205		-	0.0	%
Luxor Technology Corporation		201,633 preferred shares		452,916		500,058	1.3	%
Neuronomics AG		724 common shares		89,582		89,582	0.2	%
SDK:meta, LLC		1,000,000 units		2,456,720		-	0.0	%
Skolem Technologies Ltd.		16,354 preferred shares		127,497		-	0.0	%
VolMEX Labs Corporation		Rights to certain preferred shares and warrants		30,000		-	0.0	%
ZKP Corporation	(i)	370,370 common shares		1,000,000		1,000,000	2.7	%
Total private investments			$	29,103,994	$	37,348,081	100.0	%
(i)	Investments in related party entities - see Note 25
---	---
6.	Digital assets, digital assets loaned, and digital assets staked
---	---

As at September 30, 2025, the Company’s digital assets consisted of the below digital currencies, with a fair value of $789,254,841 (December 31, 2024 - $555,838,900). Digital currencies are recorded at their fair value on the date they are acquired and are revalued to their current market value at each reporting date. Fair value is determined by taking the mid-point price at 17:30 CET from Kraken, Bitfinex, Binance, Coinbase, Bitstamp, Bybit OKX, Vinter, Compass and Gate.IO and other exchanges consistent with the final terms for each ETP. Fair value for Mobilecoin, Shyft, Blocto, Maps, Oxygen, Boba Network, Saffron.finance, Clover, Sovryn, Wilder World, Pyth and Volmex is determined by taking the last closing price for the day (UTC time) from www.coinmarketcap.com.

DeFi TechnologiesInc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

6.	Digital assets, digital assets loaned, and digital assets staked (continued)

The Company’s holdings of digital assets consist of the following:

	September 30,<br> 2025
	Quantity		Quantity
Binance Coin (BNB)		2,078.2491	2,065,852	2,558.9747	1,818,875
Bitcoin (BTC)		2,576.6314	290,770,704	2,705.7708	228,997,191
Ethereum (ETH)		22,271.3922	91,513,765	20,676.9254	70,398,197
Cardano (ADA)		69,218,879.5486	54,067,238	69,671,396.7593	60,542,418
Polkadot (DOT)		3,184,711.6190	12,184,788	2,766,149.1833	18,869,900
Solana (SOL)		313,392.9580	64,463,708	43,414.4191	8,654,328
Uniswap (UNI)		440,935.5277	3,285,223	421,450.3048	5,712,570
USDC		-	505,783		251,357
USDT		-	3,034,741		5,271,542
Litecoin (LTC)		5,159.4700	542,049	541.8400	56,378
Dogecoin (DOGE)		57,232,429.9135	13,039,485	17,545,096.4535	5,708,209
Cosmos (ATOM)		7,680.3068	30,626	735.9223	4,605
Avalanche (AVAX)		304,362.0307	8,807,446	125,979.5440	4,612,185
Polygon (POL)		476,352.8091	106,728	183,654.4400	82,957
Ripple (XRP)		21,460,326.7519	60,539,008	17,223,963.4000	36,437,139
Enjin (ENJ)		606,640.9806	36,400	127,360.9806	27,938
Tron (TRX)		2,030,240.0405	676,933	341,529.3057	89,013
Terra Luna (LUNA)		141,177.2041	19,412	205,057.0760	-
Shiba Inu (SHIB)		15,797,322,817.2000	187,381	142,074,547.6000	2,995
Pyth Network (PYTH)		3,670,528.6000	521,215	3,444,248.6000	876,946
AAVE (AAVE)		4,686.0767	1,258,541	2,333.3875	735,390
Algorand (ALGO)		1,710,077.9300	346,975	90,930.8700	30,180
Aptos Mainnet (APT)		547,924.5100	2,315,474	287,849.7000	2,565,403
Arweave (AR)		60,596.2700	329,026	14,202.0100	234,942
Aerodome (AERO0X91)		2,417,763.3916	2,431,061	-	-
Arbitrum (ARB)		997,751.1000	405,078	24.0000	17
Bitcoin Cash (BCH)		1,200.3020	672,645	25.4800	11,075
Core (CORE)		11,819,586.1981	4,408,706	3,995,185.7910	4,300,418
Curve DAO Token (CRV)		2,577,663.0400	1,696,569	10,295.1200	9,307
EOS (EOS)		1,513.8200	1,181	13,419.9100	10,374
Fetch.ai (FET1)		2,366,597.4000	1,312,752	561,613.1000	732,400
Filecoin (FIL)		60,735.1959	130,241	8,471.8100	41,952
Sonic (FTM)		-	-	1,342,653.2600	937,490
Hedera (HBAR)		76,960,946.1053	16,210,581	49,611,593.1918	13,883,790
Internet Computer (ICP)		1,777,175.1997	7,299,256	1,436,614.1074	14,543,861
Immutable (IMX)		23,794.1700	16,627	10,992.0200	14,345
Injective (INJ)		322,411.6800	3,748,810	56,329.4200	1,136,125
Jupiter (JUP)		3,129,312.4000	1,312,121	499,299.1000	423,006
Kusama (KSM)		470.3441	6,702	470.3400	15,540
Lido DAO (LDO)		476,515.4700	523,405	36,961.1000	68,633
Chainlink (LINK)		358,060.6978	7,538,458	239,057.7313	4,932,495
NEAR Protocol (NEAR)		1,773,878.5884	4,575,973	1,300,877.8800	163
Optimism (OP)		16,957.6110	11,112	15,436.4300	6,609,639
MANTRA (OM)		252,311.6000	40,118	-	27,245
Pendle (PDL)		198,663.9000	906,384	31,265.4000	159,454
Quant (QNT)		1,135.3480	114,033	1,086.7000	114,864
RENDERSOL (RNDR)		1,339,988.6682	4,393,053	162,158.1000	1,127,499
THORChain (RUNE)		288,680.2000	322,687	91,192.7000	423,581
Sei Network (SEI1)		18,208,714.2000	4,910,890	2,078,991.0000	851,347
Stacks (STX)		140,465.0000	79,250	203,450.0000	97,432
Sui (SUI)		12,110,686.8748	29,105,950	10,785,375.0000	45,866,964
SushiSwap (SUSHI)		135.0000	90	39,426.6800	53,068
Bittensor (TAO)		20,099.3846	5,972,251	9,851.6400	4,443,335
The TON Coin (TON)		430,724.8006	1,127,336	405,657.4300	2,266,408
Wormhole (W)		5,370,941.1000	531,723	722,403.0000	213,761
Tether Gold (XAUT6)		6.4772	24,899	-	-
Worldcoin (WLD2)		1,463,290.6000	1,784,337	49,314.1000	106,139
Stellar (XLM)		3,217,494.7000	1,162,080	140,437.4500	47,636
Tezos (XTZ)		5,029.7500	3,396	17,822.5100	22,902
StarkNet (STRK1)		1,640,577.5700	224,595	-	-
Sonic Labs (SONICLABS)		3,780,362.1612	931,896	-	-
Akash Network (AKT)		475,764.5390	475,336	-	-
Kaspa (KAS)		19,485,801.6693	1,455,589	-	-
Mantle (MNT)		107,212.9110	191,493	-	-
Story (IP)		1,607.1145	13,682	-	-
Crypto.com (CRO)		1,167,900.1883	224,354	-	-
Hyperliquid (HYPE)		25,961.3900	1,149,394	-	-
UNUS SED LEO (LEO)		1,059.3166	10,100	-	-
OKB (OKB)		414.9858	77,860	-	-
IOTA (IOTA)		109,530.0000	17,864	-	-
Ondo (ONDO)		662,131.1000	574,995	-	-
Celestia (TIA)		39,119.4400	52,889	-	-
Flare (FLR)		439,832.5958	11,216	-	-
Pi Network (PI)		110,024.5859	29,002	-	-
Ethna (ENA)		1,355,220.2100	735,478	-	-
Floki v2 (FLOKI)		398,800,000.0000	39,880	-	-
Virtuals Protocol (VIRTUAL)		189,329.7000	186,490	-	-
VeChain (VET)		5,018,241.0000	107,892	-	-
Pepe (PEPE)		6,597,279,835.7000	60,510	-	-
Other Coins		205,827	52,916	147,122	26,798
Current			720,051,687		555,499,721
Clover (CLV)		-	-	500,000.0000	31,910
Solana (SOL)		234,000.0000	48,127,061	-	-
SUI (SUI)		9,889,489.9722	21,076,093	-	-
Wilder World (WILD)		-	-	148,810.0000	99,465
Other Coins		1,730,176,934.1341	-	130,458,836.6519	207,804
Long-Term			69,203,154		339,179
Total Digital Assets			789,254,841		555,838,900

All values are in US Dollars.

DeFi TechnologiesInc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

6.	Digital assets, digital assets loaned, and digital assets staked (continued)
	September 30,<br> 2025	December 31,<br> 2024
---	---	---

Current digital assets
Digital assets		445,126,641	276,853,787
Digital assets loaned		163,451,483	38,618,758
Digital assets staked		111,473,563	240,031,645
Total current digital assets		720,051,687	555,504,191
Non-current digital assets
Digital assets		-	334,710
Digital assets loaned		69,203,154	-
Total non-current digital assets		69,203,154	334,710
Total digital assets		789,254,841	555,838,900

All values are in US Dollars.

In addition to the above noted digital assets, the Company has the following equity investments at fair value through profit and loss (“FVTPL”) at September 30, 2025 and December 31, 2024. See Note 7 for further details.

	September 30, 2025
	Current				Long Term				Total
	Quantity		Amount		Quantity		Amount		Quantity		Amount
Fund A - Solana (SOL)		114,524.0458	$	18,681,125		171,987.8546	$	28,054,602		286,511.9005	$	46,735,727
Fund A - Avalance (AVAX)		497,376.6295	$	11,856,671		358,248.3091	$	8,540,072		855,624.9385	$	20,396,743
			$	30,537,796			$	36,594,674			$	67,132,470
Fund B - Solana (SOL)		401,866.4000	$	67,504,727		353,187.6000	$	59,327,758		755,054.0000	$	126,832,485
			$	67,504,727			$	59,327,758			$	126,832,485
Total			$	98,042,523			$	95,922,432			$	193,964,955

	December 31, 2024
	Current				Long Term				Total
	Quantity		Amount		Quantity		Amount		Quantity		Amount
Fund A - Solana (SOL)		216,379.2216	$	30,886,684		244,331.9458	$	34,876,748		460,711.1675	$	65,763,432
Fund A - Avalanche (AVAX)		223,905.1900	$	6,020,811		707,540.4100	$	19,025,762		931,445.6000	$	25,046,572
			$	36,907,495			$	53,902,510			$	90,810,004
Fund<br> B - Solana (SOL)		626,365.7000	$	89,409,506		540,869.9000	$	77,205,553		1,167,235.6000	$	166,615,059
Total			$	126,317,001			$	131,108,063			$	257,425,063

The continuity of digital assets for the periods ended September 30, 2025 and December 31, 2024:

	September 30, 2025			December 31, 2024
Opening balance	$	555,838,900		$	370,469,700
Digital assets acquired		234,966,522			401,118,676
Digital assets disposed		(62,303,444	)		(514,217,138	)
Digital assets earned from staking, lending and fees		10,849,531			26,075,437
Realized gain (loss) on digital assets		76,076,707			306,744,938
Net change in unrealized gains and losses on digital assets		(46,745,729	)		(34,372,022	)
Digital assets transferred in from (out to) equity investments at FVTPL		22,301,756
Foreign exchange gain (loss) / Fees / Other		(1,729,402	)		19,310
	$	789,254,841		$	555,838,900

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

6.	Digital assets, digital assets loaned, and digital assets staked (continued)

Digital assets held by counterparty for the periods ended September 30, 2025 and December 31, 2024 are as follows:

	September 30,<br> 2025		December 31, 2024
Counterparty A	$	200,560,562	$	6,918,688
Counterparty B		10,916		12,396
Counterparty C		4,384,407		719,776
Counterparty D		79,830		66,922
Counterparty E		7,332,411		7,007,055
Counterparty F		48,381,112		6,809,705
Counterparty G		84,085,020		58,438,204
Counterparty H		322,364,808		125,188,614
Counterparty I		3,306,200		3,787,814
Other		13,983,441		7,438,159
Self custody		104,766,134		339,451,566
Total	$	789,254,841	$	555,838,900

As of September 30, 2025, digital assets held by lenders as collateral consisted of the following:

	Number of coins<br> on loan		Fair Value
Bitcoin (BTC)		69.6800		7,332,411
Total		69.6800		7,332,411

As at September 30, 2025, the 69.68 Bitcoin held by Genesis Global Capital LLC (“Genesis”) as collateral against a loan has been written down to $7,332,411, the fair value of the loan and interest held with Genesis. See Note 11. During the nine months ended September 30, 2025, the Company reduced its estimated BTC coins to be recovered from the Genesis insolvency process by 295.77 based on advice from its external legal counsel.

As of December 31, 2024, digital assets held by lenders as collateral consisted of the following:

	Number of coins <br><br>on loan		Fair Value
Bitcoin (BTC)		365.4480		7,007,055
Total		365.4480		7,007,055

As at December 31, 2024, the 365 Bitcoin held by Genesis as collateral against a loan has been written down to $7,007,055, the fair value of the loan and interest held with Genesis.

In the normal course of business, the Company enters into open-ended lending arrangements with certain financial institutions, whereby the Company loans certain fiat and digital assets in exchange for interest income. The Company can demand the repayment of the loans and accrued interest at any time. The digital assets on loan are included in digital assets balances above.

Digital Assets loaned

As of September 30, 2025, the Company has on loan select digital assets to borrowers at annual rates ranging from approximately 1.5% to 4.75% and accrue interest on a monthly basis. The digital assets on loan are measured at fair value through profit and loss. The SUI coins are locked up until April 2028, with 520,499.5 coins unlocking monthly between April 2026 through April 2028.

As of December 31, 2024, the Company has on loan select digital assets to borrowers at annual rates ranging from approximately 3.25% to 5.5% and accrue interest on a monthly basis. The digital assets on loan are measured at fair value through profit and loss.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

6.	Digital assets, digital assets loaned, and digital assets staked (continued)

As of September 30, 2025, digital assets on loan consisted of the following:


Current
Bitcoin (BTC)	420.0000	47,497,701
Ethereum (ETH)	19,000.0000	78,071,643
Solana (SOL)	92,500.0000	19,024,586
SUI (SUI)	8,848,489.03	18,857,553
Total current digital assets on loan	8,960,409.0278	163,451,483
Long-Term
Solana (SOL)	234,000.0000	48,127,061
SUI (SUI)	9,889,489.9722	21,076,093
Total long-term digital assets on loan	10,123,489.9722	69,203,154
Total	19,083,899.0000	232,654,637

As of December 31, 2024, digital assets on loan consisted of the following:

****
Current
Bitcoin (BTC)	120.0000	11,379,938
Ethereum (ETH)	8,000.0000	27,238,820
Total current digital assets on loan	8,120.0000	38,618,758
Total	8,120.0000	38,618,758

As of September 30, 2025, the digital assets on loan by significant borrowing counterparty is as follows:

				Geography
Counterparty A	3% - 12%	337,500.0000	112,351,019	Grand Cayman	58	%
Counterparty F	1.98% - 4.75%	2,000.0000	8,218,068	UAE	4	%
Counterparty G	3.25% - 4.5%	6,420.0000	72,151,904	Switzerland	37	%
Total		345,920.0000	192,720,991		100	%
Current
Counterparty A		103,500.0000	64,223,958	Grand Cayman	33	%
Counterparty F		2,000.0000	8,218,068	UAE	4	%
Counterparty G		6,420.0000	72,151,904	Switzerland	37	%
Total current digital assets on loan		111,920.0000	144,593,930		75	%
Long-term
Counterparty A		234,000.0000	48,127,061	Grand Cayman	25	%
Total long-term digital assets on loan		234,000.0000	48,127,061		25	%
Total loaned digital assets		345,920.0000	192,720,991		100	%

As of December 31, 2024, the digital assets on loan by significant borrowing counterparty is as follows:

				Geography
Current
Counterparty F	4.75%	2,000.0000	6,809,705	UAE	18	%
Counterparty H	3.25% to 5.50%	6,120.0000	31,809,053	Switzeralnd	82	%
Total current digital assets on loan		8,120.0000	38,618,758		100	%
Total		8,120.0000	38,618,758		100	%

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

6.	Digital assets, digital assets loaned, and digital assets staked (continued)

The Company’s digital assets on loan are exposed to credit risk. The Company limits its credit risk by placing its digital assets on loan with high credit quality financial institutions that have sufficient capital to meet their obligations as they come due and on which the Company has performed internal due diligence procedures. The Company’s due diligence procedures may include, but are not limited to, review of the financial position of the borrower, review of the internal control practices and procedures of the borrower, review of market information, and monitoring the Company’s risk exposure thresholds. As of September 30, 2025 and December 31, 2024, the Company does not expect a material loss on any of its digital assets on loan. While the Company intends to only transact with counterparties that it believes to be creditworthy, there can be no assurance that a counterparty will not default and that the Company will not sustain a material loss on a transaction as a result.

Digital Assets Staked

As of September 30, 2025, the Company has staked select digital assets to borrowers at annual rates ranging from approximately 1.24% to 14.93% and accrue rewards as they are earned. The digital assets staked are measured at fair value through profit and loss.

As of December 31, 2024, the Company has staked select digital assets to borrowers at annual rates ranging from approximately 2.95% to 9.70% and accrue rewards as they are earned. The digital assets staked are measured at fair value through profit and loss. As of December 31, 2025, the Bitcoin staked digital assets were locked up until January 2025.

As of September 30, 2025, digital assets staked consisted of the following:


Ethereum (ETH)	128.0350	526,100	0	%
Bitcoin (BTC)	301.0100	34,041,150	31	%
Cardano (ADA)	62,373,289.0060	48,719,776	44	%
Core (CORE)	11,339,880.2570	4,229,775	4	%
Polkadot (DOT)	2,497,217.9478	9,554,356	9	%
Solana (SOL)	31,414.5127	6,461,061	6	%
Hedera (HBAR)	19,062,355.6559	4,018,345	4	%
Internet Computer (ICP)	955,710.3281	3,923,000	4	%
Total	96,260,296.7524	111,473,563	100	%

As of December 31, 2024, digital assets staked consisted of the following:

		Fair Value
Bitcoin	1,803.0000		170,996,662	71	%
Cardano	57,965,407.1384		50,371,939	21	%
Etherium	32.0000		108,955	0	%
Core	3,415,479.8499		3,676,423	2	%
Polkadot	1,941,230.3100		13,244,432	6	%
Solana	10,526.3600		1,633,233	1	%
Total	63,334,478.6583	$	240,031,644	100	%

As of September 30, 2025, the digital assets staked by significant borrowing counterparty is as follow:

				Geography
Counterparty G	2.76% - 7.67%	20,018,164.4220	8,335,949	Switzerland	7	%
Counterparty I	4.38%	32.0023	131,498	United States	0	%
Self custody	1.24% - 14.93%	76,242,100.3281	103,006,116	Switzerland	92	%
Total		96,260,296.7524	111,473,563		100	%

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

6.	Digital assets, digital assets loaned, and digital assets staked (continued)

As of December 31, 2024, the digital assets staked by significant borrowing counterparty is as follow:

				Geography
Counterparty B	2.95%	57,965,407.1384	50,371,939	Switzerland	21	%
Counterparty M	4.00%	32.0000	108,955	United States	0	%
Self custody	3.00% to 8.02%	5,369,071.6219	189,550,751	Switzerland	79	%
Total		63,334,510.7602	240,031,645		100	%

The Company’s digital assets staked are exposed to market risk, liquidity risk, lockup duration risk, loss or theft of assets and return duration risk. The Company places allocation limits by counterparty and only deals with high credit quality financial institutions that are believed to have sufficient capital to meet their obligations as they come due and on which the Company has performed internal due diligence procedures. The Company’s due diligence procedures may include, but are not limited to, review of the financial position of the counterparty, review of the internal control practices and procedures of the counterparty, review of market information, and monitoring the Company’s risk exposure thresholds. As of September 30, 2025 and December 31, 2024, the Company does not expect a material loss on any of its digital assets staked. While the Company intends to only transact with counterparties that it believes to meets the Company staking policy criteria, there can be no assurance that a counterparty will not default and that the Company will not sustain a material loss on a transaction as a result.

7.	Equity investments in digital assets funds at fair value through profit and loss (“FVTPL”)

Equity investments were as follows at September 30, 2025 and December 31,2024:

	September 30, 2025
	Current				Long Term				Total
	Quantity		Amount		Quantity		Amount		Quantity		Amount
Fund A - Solana (SOL)		114,524.0458	$	18,681,125		171,987.8546	$	28,054,602		286,511.9005	$	46,735,727
Fund A - Avalance (AVAX)		497,376.6295	$	11,856,671		358,248.3091	$	8,540,072		855,624.9385	$	20,396,743
			$	30,537,796			$	36,594,674			$	67,132,470
Fund B - Solana (SOL)		401,866.4000	$	67,504,727		353,187.6000	$	59,327,758		755,054.0000	$	126,832,485
			$	67,504,727			$	59,327,758			$	126,832,485
Total			$	98,042,523			$	95,922,432			$	193,964,955
	December 31, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---
	Current				Long Term				Total
	Quantity		Amount		Quantity		Amount		Quantity		Amount
Fund A - Solana (SOL)		216,379.2216	$	30,886,684		244,331.9458	$	34,876,748		460,711.1675	$	65,763,432
Fund A - Avalanche (AVAX)		223,905.1900	$	6,020,811		707,540.4100	$	19,025,762		931,445.6000	$	25,046,572
			$	36,907,495			$	53,902,510			$	90,810,004
Fund B - Solana (SOL)		626,365.7000	$	89,409,506		540,869.9000	$	77,205,553		1,167,235.6000	$	166,615,059
Total			$	126,317,001			$	131,108,063			$	257,425,063

Fund A

During the year ended December 31, 2024, the Company through a subsidiary, invested $61,741,683 in three tranches of a private investment fund (“Fund A”) designed to acquire Solana and Avalanche tokens from a bankrupt company. The Company’s investment represents the acquisition by Fund A of 491,249 Solana at $105 per Solana and 931,446 Avalanche at $11 per Avalanche.

The Solana acquired by Fund A is locked and staked, earning staking rewards during the lock period. Staking rewards will accrue while Solana is locked and will become distributable on the same unlocking schedule as the Solana. The Solana will be released by Fund A in monthly increments from January 2025 through January 2028.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

7.	Equity investments in digital assets funds at fair valuethrough profit and loss (“FVTPL”) (continued)

Fund A (continued)

The Avalanche will be released by Fund A in weekly increments starting July 10, 2025 and continuing through July 1, 2027.

The investments in the investment fund were initially recognized based on the latest available net asset value as determined by the investment fund’s administrator less an applicable DLOM. The values of the investments were remeasured based on quarterly valuation reports provided by the investment fund administrator less an applicable DLOM.

Fund B

During the year ended December 31, 2024, the Company invested through a subsidiary, $112,072,453 in two tranches of limited partnership units of a private investment fund (“Fund B” and together with Fund A the “Equity Investments in Digital Assets”) designed to acquire Solana tokens from a bankrupt company.

The Company’s investment represents the acquisition by Fund B of 1,123,360 Solana at $100 per Solana. The Solana acquired by Fund B is locked and staked, earning staking rewards during the lock period and thereafter until such Solana is sold by the fund manager or an in-kind distribution to the limited partners of the fund. Staking rewards will accrue while Solana is locked and will become distributable on the same unlocking schedule as the Solana. Approximately 25% of the Solana were unlocked in March 2025, while the remaining 75% of the Solana will be unlocked linearly monthly until January 2028. The Company received a distribution of $71,685,819 in July 2025 from Fund B.

The investments in Fund B were initially recognized based on the latest available net asset value as determined by Fund B’s administrator less an applicable DLOM. The values of the investments were remeasured based on quarterly valuation reports provided by Fund B’s administrator less an applicable DLOM.

8.	Acquisitions

Reflexivity

On February 6, 2024, the Company acquired 100% interest in Reflexivity LLC (“Reflexivity”) by issuing 5,000,000 common shares. Reflexivity is a private company incorporated in the United States that operates a premier private research firm that specializes in producing cutting-edge research reports for the cryptocurrency industry. The primary reason for this business combination is to gain exposure to Reflexivity’s subscriber base.

Details of the consideration for acquisition, net assets acquired and goodwill are as follows:

Purchase price consider paid:
Fair value of shares issued	$	2,450,000
Fair value of shares issued	$	2,450,000
Fair value of assets and liabilities assumed:
Cash	$	236,668
Amounts receivable		13,425
Prepaid expenses		15,879
Client relationships		277,000
Brand name		100,000
Technology		125,000
Deferred tax liability		(133,000	)
Accounts payable		(1,024	)
Customer prepayment		(261,533	)
Goodwill		2,077,585
Total net assets aquired	$	2,450,000

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

8.	Acquisitions (continued)

Reflexivity (continued)

The goodwill acquired as part of the Reflexivity acquisition is made up of assembled workforce and implied goodwill related to Reflexivity’s management and staff experiences and Reflexivity’s reputation in the industry. It will not be deductible for tax purposes.

No material acquisition costs are recognized in the statement of operations. As Reflexivity was acquired on February 7, 2024, there is not a material difference in the amounts consolidated from February 7, 2024 and its full calendar year 2024 results.

Stillman Digital

On October 7, 2024, the Company acquired 100% interest in Stillman Digital Inc. and Stillman Digital Bermuda Ltd. (collectively “Stillman Digital”) by issuing 2,500,000 common shares. Stillman Digital Inc. is a private company incorporated in the United States and Stillman Digital Bermuda Ltd. Is a private company incorporated in Bermuda. Stillman Digital is a global liquidity provider that provides digital asset products and services in electronic trade execution, market making and OTC block trading. The primary reason for this business combination is to gain access to Stillman Digital’s trading platform.

Under the terms of the transaction, 2,500,000 common shares were issued on the close of the transaction. 1,000,000 of the common shares issued are subject to a lock-up schedule, with 25% released on each of the 3, 6, 9, and 12-month anniversaries from October 7, 2024.

Details of the consideration for acquisition, net assets acquired and goodwill are as follows:

Purchase price consider paid:
Fair value of shares issued	$	5,065,277
Fair value of shares issued	$	5,065,277
Fair value of assets and liabilities assumed:
Cash	$	10,357,387
Amounts receivable		1,970,550
Prepaid expenses		47,972
Digital assets		3,274,538
Client relationships		30,640
Securities		3,015,807
Accounts payable		(13,494,510	)
Other liabilities		(137,107	)
Total net assets aquired	$	5,065,277

The goodwill acquired as part of the Stillman Digital’s acquisition is made up of assembled workforce and implied goodwill related to Stillman Digital’s management and staff experiences and Stillman Digital’s reputation in the industry. It will not be deductible for tax purposes.

Had the acquisition taken place on January 1, 2024, the Company would have consolidated $7,190,309 of revenues and net income of $4,249060. As the acquisition took place October 7, 2024, the Company consolidated revenues of $2,106,286 and net income of $711,519. No material acquisition costs are recognized in the statement of operations.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

8.	Acquisitions (continued)

Neuronomics AG

On January 10, 2025, the Company closed an investment to acquire 10% of Neuronomics AG for $288,727 (CHF 262,684). On March 7, 2025, the Company announced that it increased its stake in Neuronomics AG, a Swiss asset management firm specializing in artificial intelligence and model driven quantitative trading strategies from 10% to 52.5%.

In connection with the acquisition, the Company issued 186,304 common shares of the Company, plus additional cash considerations, to the selling shareholders of Neuronomics AG. 152,433 of the Payment Shares are subject to a lock-up schedule, with 50% released in three months and the remainder released in six months. No finder fees were paid in connection with the acquisition.

Details of the consideration for acquisition, net assets acquired and goodwill are as follows:

Purchase price consideration paid:
Cash consideration	$	816,372		$	1,173,209
Fair value of shares issued		442,722			636,236
Fair value of previously held investment		379,906			545,961
Fair value of shares issued	$	1,639,000		$	2,355,406
Fair value of assets and liabilities assumed:
Cash	$	271,408		$	390,040
Prepaid expenses and deposits		12,473			17,925
Goodwill		2,907,440			4,178,283
Trade and other payables		(69,418	)		(99,761	)
Non-controlling interest		(1,482,903	)		(2,131,081	)
Total net assets aquired	$	1,639,000		$	2,355,406

Had the acquisition taken place on January 1, 2025, the Company would have consolidated $19,013 of revenues and net losses of $114,695. As the acquisition took place March 7, 2025, the Company consolidated revenues of $19,013 and net income of $36,358. No material acquisition costs are recognized in the statement of operations.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

9.	Intangibles assets and goodwill
Cost	Client relationships		Technology		Brand Name		Total
---	---	---	---	---	---	---	---	---
Balance, December 31, 2023	$	-	$	-	$	24,379,869	$	24,379,869
Acquisition of Reflexivity LLC		277,000		100,000		125,000		502,000
Acquisition of Solana IP		-		3,647,441		-		3,647,441
Acquisition of Stillman Digital		30,640		-		-		30,640
Balance, December 31, 2024	$	307,640	$	3,747,441	$	24,504,869	$	28,559,950
Acquisition of Neuronomics		-		-		337,211		337,211
Additions		-		-		203,562		203,562
Balance, September 30, 2025	$	307,640	$	3,747,441	$	25,045,642	$	29,100,723
Accumulated Amortization	****	Client relationships		****	****	Technology		****	****	Brand Name		****	****	Total		****
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Balance, December 31, 2023		$	-			$	-			$	(21,719,244	)		$	(21,719,244	)
Amortization			(21,323	)			(19,245	)			(1,503,427	)			(1,543,995	)
Impairment loss			-				(3,647,441	)			-				(3,647,441	)
Balance, December 31, 2024		$	(21,323	)		$	(3,666,686	)		$	(23,222,671	)		$	(26,910,680	)
Amortization			(20,775	)			(24,041	)			(1,119,172	)			(1,163,988	)
Balance, September 30, 2025		$	(42,098	)		$	(3,690,727	)		$	(24,341,843	)		$	(28,074,668	)
Balance, December 31, 2024		$	286,317			$	80,755			$	1,282,198			$	1,649,270
Balance, September 30, 2025		$	265,542			$	56,714			$	703,799			$	1,026,055

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

9.	Intangibles assets and goodwill (continued)

On February 9, 2024, the Company acquired intellectual property by issuing 7,297,090 common shares of the Company. The intellectual property acquired encompasses a suite of sophisticated features, including advanced liquidity provisioning, innovative trading strategies and technologies, along with the distribution, management and analytics of decentralized financial data. These elements are tailored to support the Solana-focused trading desk operated by the Company. At the time of acquisition, the intangible assets were in an early stage of research and development, with significant uncertainties surrounding its future market demand, sales price and production costs, and as such, on February 9, 2024, the Company recognized an impairment loss of $3,622,456.

Goodwill

The continuity of the goodwill acquired as part of the acquisitions is as follows:

Balance, December 31, 2023	$	35,080,194
Acquisition of Reflexivity LLC		2,077,585
Balance, December 31, 2024	$	37,157,779
Acquisition of Neuronomics		2,907,440
Balance, September 30, 2025	$	40,065,219
10.	Accounts payable and accrued liabilities
---	---

	30-Sep-25		31-Dec-24
Corporate payables	$	9,158,240	$	3,380,341
Related party payable (Note 21)		441,759		102,123
	$	9,599,999	$	3,482,464

11.	Loans payable

As of September 30, 2025, loan principal of $6,000,000 (December 31, 2024 - $6,000,000) was outstanding The $6,000,000 loan payable is held with Genesis. On January 20, 2023, Genesis declared bankruptcy and currently is not allowing withdrawals and not extending new loans. On March 15, 2023, the Court ruled that the Genesis debtors may not sell, buy, trade in crypto assets without prior consent by the creditors. The Court also allowed for the payment of some service providers required for upholding the operations but nothing beyond that. The Company’s loan with Genesis is an open term loan. The Genesis loan and interest payable is $7,332,411 and secured with 69.68 BTC (December 31, 2024 - $7,007,055, secured by 365.448 BTC).

The Company has a $10,000,000 credit line for a margin loan from a crypto liquidity provider. As at September 30, 2025, the Company has drawn $5,441,199 (December 31, 2024: $2,686,239) on the credit line. The loan is secured by the equity in the Company’s margin trading account.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

12.	ETP holders payable

The fair market value of the Company’s ETPs as at September 30, 2025 and December 31, 2024 were as follows:

	September 30, 2025		December 31, 2024
Valour Bitcoin Zero	27,984,013		23,403,581
Valour Bitcoin Zero SEK	254,332,363		203,609,067
Valour Ethereum Zero	3,800,243		2,293,175
Valour Ethereum Zero SEK	84,660,093		65,394,894
Valour Polkadot	116,446		185,163
Valour Polkadot SEK	11,769,200		17,577,389
Valour Cardano	207,143		280,720
Valour Cardano SEK	53,658,243		59,141,651
Valour Uniswap	362,241		249,785
Valour Uniswap SEK	2,877,691		5,380,580
Valour Binance	343,562		53,964
Valour Binance SEK	1,056,805		1,285,371
Valour Solana	9,789,728		9,286,531
Valour Solana SEK	300,853,990		302,344,070
Valour Cosmos	29,129		2,703
Valour Digital Asset Basket 10	1,765,570		514,870
Valour Digital Asset Basket 10 SEK	1,810,066		2,076,557
Valour Bitcoin Carbon Neutral	19,477		18,546
Valour Avalanche	304,578		284,496
Valour Avalanche SEK	20,633,351		22,146,770
Valour Enjin	23,845		10,689
Valour Ripple SEK	58,337,523		35,958,640
Valour Toncoin SEK	1,103,838		2,215,154
Valour Chainlink SEK	7,424,267		4,842,016
Valour ICP SEK	2,671,130		4,485,250
Valour Bitcoin Staking SEK	5,035,521		4,590,500
Valour Hedera SEK	9,216,837		7,957,619
Valour Hedera	2,842,753		2,463,347
Valour CORE SEK	679,077		2,310,748
Valour BTC Staking	166,933		115,021
Valour Short BTC SEK	316,294		214,871
Valour Near SEK	4,546,278		6,578,213
Valour Bitcoin Physical Carbon Neutral	1,089,470		811,050
Valour Ethereum Physical Staking	406,375		336,805
Valour ICP	4,130,124		10,046,563
Valour BCIX STOXX	1,361,189		1,148,298
Valour Hedera Physical Staking	3,980,819		4,462,562
Valour Bittensor SEK	5,919,604		4,404,154
Valour Dogecoin SEK	12,582,474		5,512,539
Valour SUI SEK	53,757,047		45,854,560
Valour Fantom SEK	913,654		913,954
Valour Injective SEK	3,724,167		1,135,831
Valour Jupiter SEK	1,289,479		422,782
Valour Kaspa SEK	1,455,538		530,550
Valour Lido SEK	513,622		68,585
Valour Pendle SEK	900,586		157,125
Valour PYTH SEK	516,802		346,458
Valour Render SEK	4,306,444		1,115,875
Valour SEI SEK	4,899,558		848,165
Valour Starnet SEK	215,441		97,429
Valour THOR SEK	310,356		416,122
Valour Worldchain SEK	1,748,266		105,712
Valour W SEK	471,188		213,091
Valour AAVE SEK	1,235,224		729,499
Valour Aerodome SEK	2,427,994		383,088
Valour Akash SEK	467,266		311,261
Valour Aptos SEK	2,253,297		2,560,659
Valour Arweace SEK	326,244		225,498
Valour ASI SEK	1,285,015		732,181
Valour Curve DAO SEK	1,665,032		-
Valour Litecoin SEK	253,185		-
Valour Mantra SEK	39,927		-
Valour Stellar SEK	1,080,968		-
Valour Tether SEK	21,188		-
Valour Tron SEK	165,489		-
Valour Unus Sed Leo SEK	9,112		-
Valour Celestia (Tia) Sek	49,701		-
Valour Cronos (Cro) Sek	224,304		-
Valour Ethena (Ena) Sek	698,545		-
Valour Hyperliquid (Hype) Sek	1,110,582		-
Valour Mantle (Mnt) Sek	191,339		-
Valour Ondo (Ondo) Sek	539,418		-
Valour Pi (Pi) Sek	28,977		-
Valour Shiba Inu (Shib) Sek	85,269		-
Valour Vechain (Vet) Sek	107,748		-
Valour Flare SEK	11,195		-
Valour Floki SEK	31,331		-
Valour Four SEK	1,337		-
Valour Immutable SEK	15,374		-
Valour Iota SEK	17,855		-
Valour Optimism SEK	10,596		-
Valour Pepe SEK	43,763		-
Valour Quant SEK	23,990		-
Valour Story SEK	2,774		-
Valour The Graph SEK	2,654		-
Valour Theta SEK	6,575		-
Valour Virtuals SEK	186,396		-
Valour Algorand SEK	335,942		-
Valour Arbitrum SEK	398,652		-
Valour Bitcoin Cash SEK	20,963		-
Valour Filecoin SEK	109,653		-
Valour OKB SEK	77,084		-
Valour Polygon SEK	40,294		-
Valour Stacks SEK	73,631		-
Valour Sui	218,533		-
		989,124,847		871,162,347

All values are in Euros.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

12.	ETP holders payable (continued)

The Company’s ETP certificates are unsecured and trade on the Spotlight Stock Market, the LSE, and Germany Borse Frankfurt Zertifikate AG. The Company’s ETP certificates traded on the Nordic Growth Market (“NGM”) until September 2024. ETPs issued by the Company referencing the performance of digital assets are measured at fair value through profit or loss. Their fair value is a function of the unadjusted quoted price of the digital asset underlying the ETP, less any accumulated management fees. The fair value basis is consistent with the measurement of the underlying digital assets which are measured at fair value. The Company’s policy is to hedge 100% of the market risk by holding directly or indirectly the underlying digital asset. Hedging is done continuously and in direct correspondence to the issuance of certificates to investors.

13.	Warrant liability

As at September 30, 2025, the Company had the following common share purchase warrants and compensation options outstanding that are classified as liabilities:

****	****	Number outstanding & exercisable		****	****	Grant date	****	Expiry date	****	Exercise price		****	****	Fair value at grant date		****	****	Grant date share price		****	****	Expected volatility		****	Expected life (yrs)	****	****	Expected dividend yield		****	****	Risk-free interest rate		****
Warrant liability			34,246,577			26-Sep-25		26-Sep-28		$	2.63				53,241,889			$	2.13				131.5	%	3				0	%			3.66	%

The expected volatility is based on historical share prices of the Company. The weighted average life of the outstanding warrants was 3.00 years at September 30, 2025.

On September 25, 2025, the Company issued 34,246,577 warrants in association with the Company’s non-brokered private placement offering (Note 20). Each warrant entitles the holder to acquire 0.75 common share of the Company at a price of $2.63 for a period of three years.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

14.	Right-of-use asset and lease liability

In August 2025, the Company entered into a lease agreement for an office in Switzerland. The monthly rent payable under the terms of the lease was $66,258 (CHF53,280). The lease is for fixed term of five years commencing September 2025. The Company used a discount rate of 9% in determining the present value of the lease payments. The Company has recorded a right-of-use asset and a lease liability on the statement of financial position in association with this office lease.

Right-of-use asset

	Right-of-use asset
Cost:
Balance, December 31, 2024	$	-
Additions		3,208,882
Foreign exchange		(2,301	)
Balance, September 30, 2025	$	3,206,581
Depreciation:
Balance, December 31, 2024	$	-
Depreciation charge for the year		51,180
Balance, September 30, 2025	$	51,180
Net book value:
As at September 30, 2025	$	3,155,401
Lease liability	****	****
---	---	---
	****	****
Lease liability as at December 31, 2024	$	-
Additions	****	3,208,882
Interest expense	****	23,128
	****	****
Lease liability as at September 30, 2025	$	3,232,010
****	****	September 30, 2025		****	****	December 31, 2024		****
---	---	---	---	---	---	---	---	---
Current lease liability		$	540,794			$	-
Non-current lease liability			2,691,216				-
		$	3,232,010			$	-

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

14.	Right-of-use asset and lease liability (continued)

Future undiscounted minimum lease payments for the leaseagreements are as follows:

****	September 30, 2025		December 31, 2024
Within one year	$	799,263	$	-
After one year but not more than five years		3,184,733		-
More than five years		-		-
	$	3,983,996	$	-

15.	Realized and net change in unrealized gains and (losses) on digital assets
	Three months ended<br><br> September 30,				Nine months ended<br><br> September 30,
---	---	---	---	---	---	---	---	---	---	---
	2025		2024		2025			2024
Realized gains / (loss) on digital assets	$	43,803,635	$	9,380,608	$	76,076,707		$	217,349,995
Unrealized gains / (loss) on digital assets		74,456,989		15,436,700		(46,745,729	)		(84,872,687	)
	$	118,260,624	$	24,817,308	$	29,330,978		$	132,477,308
16.	Unrealized gains and (losses) on equity instruments in digitalassets funds through FVTPL
---	---
	Three months ended<br><br> September 30,				Nine months ended<br><br> September 30,
---	---	---	---	---	---	---	---	---	---
	2025		2024		2025			2024
Unrealized gains / (loss) on equity investments	$	48,216,676	$	21,472,220	$	(4,811,120	)	$	10,833,817
Realized gains / (loss) on equity investments		23,018,611		-		23,018,611			-
	$	71,235,287	$	21,472,220	$	18,207,491		$	10,833,817
17.	Realized and net change in unrealized gains and (losses)on ETP payables
---	---

	Three months ended<br><br> September 30,						Nine months ended<br><br> September 30,
	2025			2024			2025			2024
Realized gains / (loss) on ETPs	$	(53,436,530	)	$	(59,649,452	)	$	(60,236,973	)	$	(158,454,696	)
Unrealized gains / (loss) on ETPs		(126,374,889	)		33,353,190			54,234,629			44,452,136
	$	(179,811,419	)	$	(26,296,262	)	$	(6,002,344	)	$	(114,002,560	)

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

18.	Staking and lending income
For the nine months ended	September 30,<br> 2025		September 30,<br> 2024
---	---	---	---	---
Validator nodes		2,773,659		-
Equity investments in digital assets at FVTPL		13,231,578		-
All other counterparties		8,075,513		16,807,671
Total	$	24,080,749	$	16,807,671
19.	Expenses by nature
---	---
	Three months ended<br><br> September 30,				Nine months ended<br><br> September 30,
---	---	---	---	---	---	---	---	---
	2025		2024		2025		2024
Compensation and consulting	$	3,351,581	$	494,206	$	8,657,330	$	22,785,384
Marketing expenses		3,334,484		2,357,764		7,953,765		3,500,504
General and administration		552,932		1,180,800		1,756,904		1,520,048
Professional fees		1,498,154		152,937		3,944,257		894,166
Regulatory and transfer agent		119,877		29,586		405,409		119,821
Travel expenses		97,425		361,677		350,976		399,918
	$	8,954,453	$	4,576,970	$	23,068,641	$	29,219,841

20.	Share Capital

a)	As at September 30, 2025 and December 31, 2024, the Company is authorized to issue:
I.	Unlimited number of common shares with no par value;
---	---
II.	20,000,000 preferred shares, 9% cumulative dividends, non-voting,<br>non-participating, non-redeemable, non-retractable, and non-convertible by the holder. The preferred shares are redeemable by the Company<br>in certain circumstances.
---	---
b)	Issued and outstanding shares
---	---

			Amount
Balance, December 31, 2023	276,658,208		$	128,886,879
Acquisition of Reflexivty LLC	5,000,000			2,295,276
Acquisition of Solana IP	7,297,090			4,659,113
Acquisition of Stillman Digital Inc. and Stillman Bermuda Inc.	2,500,000			5,065,277
Warrants exercised	22,737,789			4,802,641
Options exercised	3,912,405			2,839,539
DSU exercised	6,432,281			4,517,142
Treasury shares acquired	3,998,508			6,146,231
Treasury shares paid out	(5,437,992	)		(3,112,835	)
NCIB	(1,840,600	)		(2,804,597	)
Balance, December 31, 2024	321,257,689		$	153,294,666
Acquisition of Reflexivty LLC (see Note 8)	186,034			442,722
DSU exercised	4,235,755			6,845,046
Options exercised	9,237,595			14,735,950
Warrants exercised	3,125,000			671,132
Share purchase agreement	1,607,717			3,909,861
NCIB	(935,900	)		(2,444,880	)
Private placement	45,662,101			100,000,001
Share issuance costs	-			(4,123,753	)
Warrant liability	-			(53,241,889	)
Balance, September 30, 2025	384,375,991		$	220,088,856

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

20.	Share Capital (continued)

b)	Issued and outstanding shares (continued)

On June 11, 2024, under the terms of the NCIB, the Company may, if considered advisable, purchase its common shares in open market transactions through the facilities of the exchange and/or other Canadian alternative trading platforms, not to exceed up to 10 per cent of the public float for the common shares as of June 3, 2024, or 26,996,392 common shares, purchased in aggregate. The price that the Company paid for the common shares was the prevailing market price at the time of purchase and all purchased common shares were cancelled by the Company. In accordance with exchange rules, daily purchases (other than pursuant to a block purchase exception) on the exchange under the NCIB cannot exceed 25 per cent of the average daily trading volume on the exchange, as measured from Dec. 1, 2023, to May 31, 2024. The NCIB commenced on June 10, 2024, and ran through June 9, 2025.

On August 21, 2025, the Company entered a one-year period under the terms of the NCIB, allowing the Company to purchase up to 10 percent of the public float for the common shares as of August 21, 2025, or 31,673,791 common shares, purchased in aggregate. The price that the Company paid for repurchased common shares was the prevailing market price at the time of purchase. All purchased common shares were cancelled by the Company. The NCIB commenced again on August 21, 2025 and runs through August 21, 2026.

During the nine months ended September 30, 2025, the Company purchased and cancelled 260,000 shares at an average price of CAD$3.01 (December 31, 2024 – 1,840,000 shares purchased and cancelled at an average price of CAD$2.11).

On September 26, 2025, the Company closed a non-brokered private placement offering of 45,662,101 units, at a price of $2.19 per unit, for aggregate gross proceeds of $100,000,001. Each unit consists of one common share of the Company and three-quarter common share purchase warrant. Each full warrant entitles the holder to purchase one common share of the Company at an exercise price of $2.63 per full common share purchase warrant for a period of 36 months from the issuance date.

The terms of the warrant agreement stated that if at any time during the term of the warrant, there is no effective registration statement, the warrant holder could elect to exercise the warrants by way of a cashless exercise. This violated the fixed-for-fixed criterion due to the cashless exercise option, and accordingly these warrants had been accounted for as a liability on issuance. On the date of issuance, the Company determined that the fair value of the warrant liability was $53,241,889 with the residual of $46,758,112 allocated to common shares. The fair value of the warrants was determined using the Black-Scholes option pricing model with the following assumptions: an underlying share price of $2.125, an exercise price of $2.63, a risk-free rate of 3.66%, an expected volatility of 131.5%, an expected life of 3 years and an expected dividend yield of 0%.

The Company also incurred transaction costs of $8,819,331 on the issuance. The transaction costs were allocated based on the fair value of the shares and warrant liability. $4,123,753 of transaction costs related to the shares were recorded as a reduction to the transaction price of the instruments within equity and $4,695,578 of transaction costs related to the warrant liability were expensed.

21.	Share-based payments reserves

Stock options, DSUs and Warrants

	Options								DSU						Warrants
	Number of<br> Options			Weighted average<br> exercise <br> price (CAD)		Value of <br> options			Number of<br> DSU			Value of <br> DSU			Number of<br> warrants			Weighted average<br> exercise <br> price (CAD)		Value of <br> warrants			Total Value
December 31, 2023		23,405,000		$	0.72		13,242,820			9,644,286		$	5,943,892			45,868,426		$	0.30	$	2,075,965		$	21,262,677
Granted		9,461,187			1.82		5,600,819			10,914,007			7,423,790			-			-		-			13,024,609
Exercised		(3,912,405	)		0.28		(1,138,528	)		(6,432,281	)		(4,517,142	)		(22,737,789	)		0.06		(1,347,414	)		(7,003,084	)
Expired / cancelled		(700,000	)		2.08		(800,683	)		(1,000,000	)		(82,095	)		(5,637	)		0.30		(418	)		(883,196	)
December 31, 2024		28,253,782		$	1.32	$	16,904,428			13,126,012		$	8,768,445			23,125,000		$	0.20	$	728,133		$	26,401,006
Granted / vested		1,671,030			4.51		4,884,872			1,839,685			6,528,831			-			-		-			11,413,703
Exercised		(9,237,595	)		1.14		(7,277,803	)		(1,050,000	)		(6,845,046	)		(3,125,000	)		0.23		(130,719	)		(14,253,568	)
Expired / cancelled		(500,000	)		4.50		-			(4,235,755	)		(655,459	)		-			-		-			(655,459	)
September 30, 2025		20,187,217		$	1.59	$	14,511,497			9,679,942		$	7,796,771			20,000,000		$	-	$	597,414		$	22,905,682

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

21.	Share-based payments reserves (continued)

Stock option plan

The Company has an ownership-based compensation scheme for executives and employees. In accordance with the terms of the plan, as approved by shareholders at a previous annual general meeting, officers, directors and consultants of the Company may be granted options to purchase common shares with the exercise prices determined at the time of grant. The Company has adopted a Floating Stock Option Plan (the “Plan”), whereby the number of common shares reserved for issuance under the Plan is equivalent of up to 10% of the issued and outstanding shares of the Company from time to time.

Each employee share option converts into one common share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.

On January 6, 2025, the Company granted 100,000 stock options to an officer of the Company to purchase common shares of the Company for the price of CAD$4.59 for a period of five years from the date of grant. The options shall vest in four equal instalments every month such that all options shall fully vests on the date that is 4 months from the date of grant. These options have an estimated grant date fair value of $304,449 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 151%; risk-free interest rate of 2.96%; and an expected average life of 5 years.

On January 28, 2025, the Company granted 1,200,000 stock options to various consultants of the Company to purchase common shares of the Company for the price of CAD$4.52 for a period of five years from the date of grant. The options shall vest in four equal instalments every three months such that all options shall fully vests on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $3,591,500 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 150%; risk-free interest rate of 2.89%; and an expected average life of 5 years.

On May 26, 2025, the Company granted 50,304 stock options to an officer of the Company to purchase common shares of the Company for the price of CAD$4.97 for a period of five years from the date of grant. The options shall vest in 12 equal instalments every month commencing one month from the grant date and upon completion of certain performance conditions. The performance conditions have not been met as of September 30, 2025 and as such, none of the options have vested. These options have an estimated grant date fair value of $162,653 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 143%; risk-free interest rate of 2.92%; and an expected average life of 5 years.

On May 26, 2025, the Company granted 50,304 stock options to an officer of the Company to purchase common shares of the Company for the price of CAD$4.97 for a period of five years from the date of grant. The options shall vest in 12 equal instalments every month such that all options shall fully vest on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $162,653 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 143%; risk-free interest rate of 2.92%; and an expected average life of 5 years.

On May 26, 2025, the Company granted 70,422 stock options to a consultant of the Company to purchase common shares of the Company for the price of CAD$4.97 for a period of five years from the date of grant. The options shall vest in four equal instalments every three month such that all options shall fully vest on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $227,702 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 143%; risk-free interest rate of 2.92%; and an expected average life of 5 years.

On July 11, 2025, the Company granted 200,000 stock options to a consultant of the Company to purchase common shares of the Company for the price of CAD$4.00 for a period of five years from the date of grant. The options shall vest in 12 months from the date of grant. These options have an estimated grant date fair value of $523,906 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 143%; risk-free interest rate of 3.03%; and an expected average life of 5 years.

On March 12, 2024, the Company granted 125,000 stock options to a consultant of the Company to purchase common shares of the Company for the price of CAD$0.69 for a period of five years from the date of grant. The options shall vest in four equal instalments every three months such that all options shall fully vest on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $58,646 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 149.1%; risk-free interest rate of 3.71%; and an expected average life of 5 years.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

21.	Share-based payments reserves (continued)

Stock option plan (continued)

On April 23, 2024, the Company granted 250,000 stock options to a consultant of the Company to purchase common shares of the Company for the price of CAD$0.77 for a period of five years from the date of grant. The options shall vest in four equal instalments every three months such that all options shall fully vest on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $120,370 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 154.3%; risk-free interest rate of 3.79%; and an expected average life of 5 years.

On May 1, 2024, the Company granted 250,000 stock options to a consultant of the Company to purchase common shares of the Company for the price of CAD$0.77 for a period of five years from the date of grant. The options shall vest in four equal instalments every three months such that all options shall fully vest on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $127,463 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 154.3%; risk-free interest rate of 3.63%; and an expected average life of 5 years.

On May 21, 2024, the Company granted 200,000 stock options to a consultant of the Company to purchase common shares of the Company for the price of CAD$1.03 for a period of five years from the date of grant. The options shall vest in four equal instalments every three months such that all options shall fully vest on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $140,309 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 154.3%; risk-free interest rate of 3.79%; and an expected average life of 5 years.

On June 4, 2024, the Company granted 4,000,000 stock options to a company controlled by management of Valour Inc. to purchase common shares of the Company for the price of CAD$1.26 for a period of five years from the date of grant. The options shall vest in four equal instalments every three months such that all options shall fully vest on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $3,432,925 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 154.5%; risk-free interest rate of 4.08%; and an expected average life of 5 years.

On July 29, 2024, the Company granted 3,667,187 stock options to a company controlled by management to purchase common shares of the Company for the price of CAD$2.17 for a period of five years from the date of grant. The options shall vest (a) on December 31, 2024 and (b) upon a company controlled by management having entered into a contract with an employee or consultant of the Corporation or its subsidiaries to transfer the underlying shares subject to the option, subject to performance hurdles. These options have an estimated grant date fair value of $6,000,617 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 156.0%; risk-free interest rate of 3.20%; and an expected average life of 5 years. No agreement had been entered as at September 30, 2025 and as such, the options have not vested.

On November 4, 2024, the Company granted 46,500 stock options to a employees of the company. to purchase common shares of the Company for the price of CAD$2.28 for a period of five years from the date of grant. The options shall vest in four equal instalments every three months such that all options shall fully vest on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $72,368 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 150%; risk-free interest rate of 3.04%; and an expected average life of 5 years.

On November 4, 2024, the Company granted 100,000 stock options to a consultant of the company to purchase common shares of the Company for the price of CAD$2.28 for a period of five years from the date of grant. The options shall vest in four equal instalments every month such that all options shall fully vest on the date that is four months from the date of grant. These options have an estimated grant date fair value of $155,335 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 150%; risk-free interest rate of 3.04%; and an expected average life of 5 years.

On December 6, 2024, the Company granted 35,000 stock options to a consultant of the company to purchase common shares of the Company for the price of CAD$4.50 for a period of five years from the date of grant. The options shall vest in four equal instalments every three months such that all options shall fully vest on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $124,892 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 151%; risk-free interest rate of 2.81%; and an expected average life of 5 years.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

21.	Share-based payments reserves (continued)

Stock option plan (continued)

On December 6, 2024, the Company granted 100,000 stock options to a consultant of the company to purchase common shares of the Company for the price of CAD$4.50 for a period of five years from the date of grant. The options shall vest in four equal instalments every month such that all options shall fully vests on the date that is four months from the date of grant. These options have an estimated grant date fair value of $356,834 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 151%; risk-free interest rate of 2.81%; and an expected average life of 5 years.

On December 6, 2024, the Company granted 500,000 stock options to a consultant of the company to purchase common shares of the Company for the price of CAD$4.50 for a period of five years from the date of grant. The options were to vest upon the closing of a merger and acquisition transaction by the Company with a Target Company as described in a finder agreement between the Company and the consultant.. These options have an estimated grant date fair value of $1,784,168 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 151%; risk-free interest rate of 2.81%; and an expected average life of 5 years. The merger and acquisition transaction did not close within the prescribed timeline of the finder agreement and as such, the options were cancelled during the nine months ended September 30, 2025.

The Company recorded $4,844,872 of share-based payments related to stock options during the nine months ended September 30, 2025 (nine months ended September 30, 2024 - $6,732,442).

The following stock options were outstanding at September 30, 2025:

		Grant<br> date	Expiry<br> date	Exercise price			Grant date share price (CAD)
100,000	100,000	16-Nov-20	16-Nov-25	$	0.09	5,858	$	0.09	139	%	5	0	%	0.46	%
325,000	325,000	22-Mar-21	22-Mar-26	$	1.58	474,537	$	2.12	146	%	5	0	%	0.99	%
920,000	920,000	9-Apr-21	9-Apr-26	$	1.58	1,120,241	$	1.78	145	%	5	0	%	0.95	%
700,000	700,000	18-May-21	18-May-26	$	1.22	83,230	$	1.25	146	%	5	0	%	0.95	%
400,000	400,000	18-May-21	18-May-26	$	1.22	832,151	$	1.25	146	%	5	0	%	0.95	%
500,000	500,000	13-Aug-21	13-Aug-26	$	1.58	469,962	$	1.43	144	%	5	0	%	0.84	%
210,000	210,000	13-Oct-21	13-Oct-26	$	2.10	292,262	$	2.10	144	%	5	0	%	1.27	%
500,000	500,000	9-Nov-21	9-Nov-26	$	3.92	478,839	$	3.92	144	%	5	0	%	1.37	%
500,000	500,000	9-May-22	9-May-27	$	2.00	437,859	$	1.34	146	%	5	0	%	2.76	%
500,000	500,000	20-May-22	20-May-27	$	1.00	247,278	$	0.75	147	%	5	0	%	2.70	%
500,000	500,000	17-Oct-22	17-Oct-27	$	0.17	55,736	$	0.17	150	%	5	0	%	3.60	%
500,000	500,000	24-Nov-23	24-Nov-28	$	0.29	102,077	$	0.29	152	%	5	0	%	3.83	%
4,500,000	4,500,000	4-Dec-23	4-Dec-28	$	0.45	1,599,727	$	0.45	152	%	5	0	%	3.54	%
100,000	100,000	12-Mar-24	12-Mar-29	$	0.69	47,089	$	0.69	154	%	5	0	%	3.47	%
62,500	62,500	23-Apr-24	23-Apr-29	$	0.77	30,202	$	0.77	154	%	5	0	%	3.79	%
250,000	250,000	1-May-24	1-May-29	$	0.77	127,929	$	0.77	154	%	5	0	%	3.63	%
4,000,000	4,000,000	4-Jun-24	4-Jun-29	$	1.26	3,445,474	$	1.26	155	%	5	0	%	4.08	%
3,667,187	-	29-Jul-24	29-Jul-29	$	2.17	-	$	2.39	156	%	5	0	%	3.20	%
100,000	75,000	4-Nov-24	4-Nov-29	$	2.28	155,335	$	2.30	150	%	5	0	%	3.04	%
46,500	34,875	4-Nov-24	4-Nov-29	$	2.28	70,633	$	2.30	150	%	5	0	%	3.04	%
100,000	75,000	6-Dec-24	6-Dec-29	$	4.50	355,534	$	5.24	151	%	5	0	%	2.81	%
35,000	26,250	6-Dec-24	6-Dec-29	$	4.50	119,160	$	5.24	151	%	5	0	%	2.81	%
100,000	100,000	6-Jan-25	6-Jan-30	$	4.59	304,449	$	4.59	151	%	5	0	%	2.96	%
1,200,000	600,000	28-Jan-25	28-Jan-30	$	4.52	3,174,031	$	4.52	150	%	5	0	%	2.89	%
50,304	16,768	26-May-25	26-May-30	$	4.97	111,649	$	4.97	143	%	5	0	%	2.92	%
50,304	16,768	26-May-25	26-May-30	$	4.97	111,649	$	4.97	143	%	5	0	%	2.92	%
70,422	17,606	26-May-25	26-May-30	$	4.97	142,218	$	4.97	143	%	5	0	%	2.92	%
200,000	-	11-Jul-25	11-Jul-30	$	4.00	116,388	$	4.00	143	%	5	0	%	3.03	%
20,187,217	15,529,767					14,511,497

The weighted average remaining contractual life of the options exercisable at September 30, 2025 was 2.96 years (December 31, 2024 – 3.04 years).

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

21.	Share-based payments reserves (continued)

Warrants

As at September 30, 2025, the Company had share purchase warrants outstanding as follows:

		Grant <br> date	Expiry<br> date	Exercise price				Grant date share price (CAD)
Warrants	20,000,000	6-Nov-23	6-Nov-28	$	0.20	602,947		$	0.17	151.9	%	5	0	%	3.87	%
Warrant issue costs						(5,533	)
	20,000,000					597,414

See Note 13 for warrant liability.

Deferred Share Units Plan (DSUs)

On August 15, 2021, the Company adopted the DSUs plan. Eligible participants of the DSU Plan include any director, officer, employee or consultant of the Company. The Board fixes the vesting terms it deems appropriate when granting DSUs. The number of DSUs that may be granted under the DSU Plan may not exceed 5% of the total issued and outstanding Common Shares at the time of grant.

On January 6, 2025, the Company granted 100,000 DSUs to an officer of the Company. These DSUs have a grant day fair value of $459,000 and vest in three equal installments every year, with the first installment vesting one year from the grant date.

On January 28, 2025, the Company granted 1,400,000 DSUs to an officer of the Company. These DSUs have a grant day fair value of $6,328,000 and vest in three equal installments every year, with the first installment vesting one year from the grant date.

On May 26, 2025, the Company granted 35,000 DSUs to consultants of the Company. These DSUs have a grant day fair value of $125,165 and vest in one year from the date of grant.

On May 26, 2025, the Company granted 200,000 DSUs to a consultant of the Company. These DSUs have a grant day fair value of $715,229 and vested on completion of certain performance conditions. These conditions were met during the nine months ended September 30, 2025 and as such, the DSUs vested during this period.

On May 26, 2025, the Company granted 60,362 DSUs to a consultant of the Company. These DSUs have a grant day fair value of $215,863 and vest in four equal installments every six months, with the first installment vesting six months from the grant date.

On July 11, 2025, the Company granted 44,323 DSUs to a consultant of the Company. These DSUs have a grant day fair value of $215,863 and vest in four equal installments every six months, with the first installment vesting six months from the grant date.

On May 21, 2024, the Company granted 1,000,000 DSUs to an employee of Valour. These DSUs have a grant day fair value of $1,185,000 and vest immediately.

On May 21, 2024, the Company granted 1,500,000 DSUs to a consultant of the Company. These DSUs have a grant day fair value of $1,777,500 and vest in six months from the grant day.

On May 21, 2024, the Company granted 200,000 DSUs to a consultant of the Company. These DSUs have a grant day fair value of $177,292 and vest in in 12 months from the grant day.

On July 29, 2024, the Company granted 3,964,007 DSUs to a company controlled by management. These DSUs have a grant day fair value of $9,473,750 and vest (a) on December 31, 2024 and (b) upon a company controlled by management thereof having entered into a contract with an employee or consultant of the Corporation or its subsidiaries to transfer the underlying shares subject to the option, subject to performance hurdles. No agreement had been entered as at September 30, 2025 and as such, the DSUs have not vested in relation to the 3,964,007 DSUs and no expense was recorded during the nine months ended September 30, 2025.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

21.	Share-based payments reserves (continued)

Deferred Share Units Plan (DSUs) (continued)

On July 29, 2024, the Company granted 475,000 DSUs to officers and directors of the Company. These DSUs have a grant date fair value of $1,135,250 and vest in four equal installments every six months following the grant date, with the first installment vesting six months after the grant date.

On September 24, 2024, the Company granted 1,125,000 DSUs to officers and consultants of the Company. These DSUs have a grant day fair value of $3,319,000 and vest in four equal installments every six months, with the first instalment vesting on the date that is three months from the grant day.

On November 4, 2024, the Company granted 100,000 DSUs to a consultant of the Company. These DSUs have a grant day fair value of $210,000 and vest in four equal installments every month, with the first instalment vesting on the date that is one month from the grant day.

On November 21, 2024, the Company granted 1,000,000 DSUs to a consultant of the Company. These DSUs have a grant day fair value of $3,380,000 and 250,000 vest three months from the grant date 500,000 vest six months from the grant date and the remaining 250,000 vest nine months from the grant date.

On November 21, 2024, the Company granted 950,000 DSUs to consultants of the Company. These DSUs have a grant day fair value of $3,211,000 and vest immediately

On December 6, 2024, the Company granted 100,000 DSUs to a consultant of the Company. These DSUs have a grant day fair value of $524,000 and vest in four equal installments every month, with the first instalment vesting on the date that is one month from the grant day.

On December 6, 2024, the Company granted 500,000 DSUs to a consultant of the Company. These DSUs have a grant day fair value of $2,620,000 and vest upon the closing of a merger and acquisition transaction by the Company with a Target Company as described in a finder agreement between the Company and the consultant. The merger and acquisition transaction did not close within the prescribed timeline of the finder agreement and as such, the DSUs were cancelled during the nine months ended September 30, 2025.

The Company recorded $6,528,831 in share-based compensation related to DSUs during the nine months ended September 30, 2025 (nine months ended September 30, 2024 - $5,774,343).

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

22.	Financial instruments

Financial assets and financial liabilities as at September 30, 2025 and December 31, 2024 are as follows:

****	Asset / (liabilities) at amortized cost		****	Assets/(liabilities) at fair value through profit/(loss)		****	Total		****
December 31, 2024
Cash	$	15,931,525		$	-		$	15,931,525
Client Cash Deposits		10,665,147			-			10,665,147
Digital assets, digital assets loaned, and digital assets staked		-			555,838,900			555,838,900
Equity investments		-			257,425,063			257,425,063
Public investments		-			778,085			778,085
Private investments		-			37,348,081			37,348,081
Accounts payable and accrued liabilities		(3,482,464	)		-			(3,482,464	)
Loan payable		(9,693,294	)		-			(9,693,294	)
Trading liabilities		-			(15,109,375	)		(15,109,375	)
ETP holders payable		-			(871,162,347	)		(871,162,347	)
September 30, 2025
Cash	$	119,541,083		$	-		$	119,541,083
Client Cash Deposits		5,387,686			-			5,387,686
Digital assets, digital assets loaned, and digital assets staked		-			789,254,841			789,254,841
Equity investments		-			193,964,955			193,964,955
Private investments		-			43,977,068			43,977,068
Accounts payable and accrued liabilities		(9,599,999	)		-			(9,599,999	)
Loan payable		(12,813,123	)		-			(12,813,123	)
Trading liabilities		-			(16,007,678	)		(16,007,678	)
Warrant liability		-			(53,264,837	)		(53,264,837	)
ETP holders payable		-			(989,124,847	)		(989,124,847	)

The Company’s financial instruments are exposed to several risks, including market, liquidity, credit and currency risks. There have been no significant changes in the risks, objectives, policies and procedures from the previous year. A discussion of the Company’s use of financial instruments and their associated risks is provided below:

Credit risk

Credit risk arises from the non-performance by counterparties of contractual financial obligations. The Company’s primary counterparty related to its cash carries an investment grade rating as assessed by external rating agencies. The Company maintains all or substantially all of its cash with a major financial institution domiciled in Canada, the United States and Europe. Deposits held with this institution may exceed the amount of insurance provided on such deposits.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

22.	Financial instruments (continued)

Regulatory Risks

As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies with certain governments deeming them illegal while others have allowed their use and trade. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the ability of the Company to continue to operate. The effect of any future regulatory change on the DeFi ecosystem or any cryptocurrency, project or protocol that the Company may hold is impossible to predict, but such change could be substantial and adverse to the space as a whole, as well as potentially to the Company. Governments may, in the future, restrict or prohibit the acquisition, use or redemption of cryptocurrencies. Ownership of, holding or trading in cryptocurrencies may then be considered illegal and subject to sanction. Governments may also take regulatory action that may increase the cost and/or subject cryptocurrency mining companies to additional regulation.

Custodian Risks

The Company uses multiple custodians (or third-party “wallet providers”) to hold digital assets for its DeFi Ventures business line as well as for digital assets underlying Valour Cayman ETPs. Such custodians may or may not be subject to regulation by U.S. state or federal or non-U.S. governmental agencies or other regulatory or self-regulatory organizations. The Company could have a high concentration of its digital assets in one location or with one custodian, which may be prone to losses arising out of hacking, loss of passwords, compromised access credentials, malware or cyberattacks. Custodians may not indemnify us against any losses of digital assets. Digital assets held by certain custodians may be transferred into “cold storage” or “deep storage,” in which case there could be a delay in retrieving such digital assets. The Company may also incur costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian could materially and adversely affect our trading execution, the value of our and the value of any investment in our common shares. Furthermore, there is, and is likely to continue to be, uncertainty as to how U.S. and non-U.S. laws will be applied with respect to custody of cryptocurrencies and other digital assets held on behalf of clients. For example, U.S.- regulated investment advisers may be required to keep client “funds and securities” with a “qualified custodian”; there remain numerous questions about how to interpret and apply this rule, and how to identify a “qualified custodian” of, digital assets, which are obviously kept in a different way from the traditional securities with respect to which such rules were written. The uncertainty and potential difficulties associated with this question and related questions could materially and adversely affect our ability to continuously develop and launch our business lines. The Company may also incur costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian could materially and adversely affect the execution of hedging ETPs, the value of the Company’s assets and the value of any investment in the Common Shares.

Liquidity risk

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if the Company’s access to the capital markets is hindered, whether as a result of a downturn in stock market conditions generally or related to matters specific to the Company, or if the value of the Company’s investments declines, resulting in losses upon disposition. In addition, some of the investments the Company holds are lightly traded public corporations or not publicly traded and may not be easily liquidated. The Company generates cash flow from proceeds from the disposition of its investments and digital assets. There can be no assurances that sufficient funding, including adequate financing, will be available to cover the general and administrative expenses necessary for the maintenance of a public company. All of the Company’s assets, liabilities and obligations are due within one to three years.

The Company manages liquidity risk by maintaining adequate cash balances and liquid investments and digital assets. The Company continuously monitors and reviews both actual and forecasted cash flows, and also matches the maturity profile of financial and non-financial assets and liabilities. As at September 30, 2025, the Company had current assets of $948,395,427 (December 31, 2024 - $710,993,671) to settle current liabilities of $1,081,351,278 (December 31, 2024 - $899,447,480).

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

22.	Financial instruments (continued)

The following table shows the Company’s source of liquidity by assets / (liabilities) as at September 30, 2025 and December 31, 2024:

		September 30, 2025
****	****	Total		****	****	Less than 1 year		****	****	1-3 years		****
Cash		$	119,541,083			$	119,541,083			$	-
Client cash deposits			5,387,686				5,387,686				-
Prepaid expenses			5,372,448				5,372,448				-
Digital assets, digital assets loaned, and digital assets staked			789,254,841				720,051,687				69,203,154
Private investments			43,977,068				-				43,977,068
Equity investments			193,964,955				98,042,523				95,922,432
Accounts payable and accrued liabilities			(9,599,999	)			(9,599,999	)			-
Loan payable			(12,813,123	)			(12,813,123	)			-
Trading liabilities			(16,007,678	)			(16,007,678	)
Warrant liabilities			(53,264,837	)			(53,264,837	)			-
ETP holders payable			(989,124,847	)			(989,124,847	)			-
Total assets / (liabilities)		$	76,687,597			$	(132,415,057	)		$	209,102,654
		December 31, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---
****	****	Total		****	****	Less than 1 year		****	****	1-3 years		****
Cash		$	15,931,525			$	15,931,525			$	-
Client cash deposits			10,665,147				10,665,147				-
Public Investments			778,085				778,085				-
Prepaid expenses			1,797,724				1,797,724				-
Digital assets, digital assets loaned, and digital assets staked			555,838,900				555,504,190				334,710
Private investments			37,348,081				-				37,348,081
Equity investments			257,425,063				126,317,000				131,108,063
Accounts payable and accrued liabilities			(3,482,464	)			(3,482,464	)			-
Loan payable			(9,693,294	)			(9,693,294	)			-
Trading liabilities			(15,109,375	)			(15,109,375	)
ETP holders payable			(871,162,347	)			(871,162,347	)			-
Total assets / (liabilities)		$	(19,662,955	)		$	(188,453,809	)		$	168,790,854

Digital assets included in the table above are non-financial assets except USDC. For the purposes of liquidity risk analysis, these non-financial assets were included as they are mainly utilized to pay off any redemptions related to ETP holders payable, a financial liability. The lent and staked digital assets fall under the “less than 1 year” bucket.

Market risk

Market risk is the risk that the fair value of, or future cash flows from, the Company’s financial instruments will significantly fluctuate because of changes in market prices.

(a)	Price and concentration risk

The Company is exposed to market risk in trading its investments and unfavourable market conditions could result in dispositions of investments at less than favorable prices. In addition, most of the Company’s investments are in the technology sector. At September 30, 2025, the Company had no investments exposed to market risk (December 31, 2024 – one investment of 3.4%).

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

22.	Financial instruments (continued)

(b)	Interest rate risk

The Company’s cash is subject to interest rate cash flow risk as it carries variable rates of interest. The Company’s interest rate risk management policy is to purchase highly liquid investments with a term to maturity of one year or less on the date of purchase. Based on cash balances on hand at September 30, 2025, a 1% change in interest rates could result in approximately $159,000 change in net loss.

(c)	Currency risk

Currency risk is the risk that the fair value of, or future cash flows from, the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. The Company’s operations are exposed to foreign exchange fluctuations, which could have a significant adverse effect on its results of operations from time to time. The Company’s foreign currency risk arises primarily with respect to Canadian dollar, Euro, Swiss Franc, Swedish Krona and British Pound. Fluctuations in the exchange rates between this currency and the U.S. dollar could have a material effect on the Company’s business, financial condition and results of operations. The Company does not engage in any hedging activity to mitigate this risk. The Company reduces its currency risk by maintaining minimal cash balances held in foreign currency.

As at September 30, 2025 and December 31, 2024, the Company had the following financial and non-financial assets and liabilities, (amounts posted in US dollars) denominated in foreign currencies:

	September 30, 2025
	Canadian Dollars			British<br> Pound		Swiss Franc			Swedish Krona			European <br> Euro			Arab Emirates Dirham
Cash	$	380,814		$	1,063	$	5,173,374		$	13,972,983		$	4,275,841		$	194,958
Private investments		5,127,166			-		36,650,027			-			-			-
Prepaid investment		880,423			-		57,703			-			-			26,391
Accounts payable and accrued liabilities		(4,823,105	)		-		(198,225	)		-			(26,603	)		(10,275	)
ETP holders payable		-			-		-			(201,397,741	)		(3,978,524	)		-
Net assets (liabilities)	$	1,565,298		$	1,063	$	41,682,879		$	(187,424,758	)	$	270,714		$	211,074
****	****	December 31, 2024																						****
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
****	****	Canadian Dollars		****	****	British Pound		****	****	Swiss Franc		****	****	Swedish Krona		****	****	European Euro		****	****	Arab Emirates Dirham		****
Cash		$	1,768,319			$	-			$	3,573,221			$	6,823,399			$	2,533,427			$	61,252
Private investments			1,367,716				-				35,457,990				-				-				-
Prepaid investment			447,753				-				-				-				-				-
Accounts payable and accrued liabilities			(1,695,248	)			(55,416	)			(247,501	)			-				(15,562	)			-
Net assets (liabilities)		$	1,888,540			$	(55,416	)		$	38,783,710			$	6,823,399			$	2,517,865			$	61,252

A 10% increase (decrease) in the value of the US dollar against all foreign currencies in which the Company held financial instruments as of September 30, 2025 would result in an estimated increase (decrease) in net income of approximately $5,069,000 (December 31, 2024 - $5,002,000).

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

22.	Financial instruments (continued)
(d)	Digital currency risk factors: Perception, Evolution, Validation<br>and Valuation
---	---

A digital currency does not represent an intrinsic value or a form of credit. Its value is a function of the perspective of the participants within the marketplace for that digital currency. The price of the digital currency fluctuates as a result of supply and demand pressures that accumulate in the market for it.

Having a finite supply (in the case of many but not all digital currencies), the more people who want to own that digital currency, the more the market price increases and vice-versa.

The most common means of determining the value of a digital currency is through one or more cryptocurrency exchanges where that digital currency is traded. Such exchanges publicly disclose the “times and sales” of the various listed pairs. As the marketplace for digital currencies evolves, the process for assessing value will become increasingly sophisticated.

(e)	Fair value of financial instruments

The Company has determined the carrying values of its financial instruments as follows:

i.	The carrying values of cash, amounts receivable, accounts payable<br>and accrued liabilities, and loan payables approximate their fair values due to the short-term nature of these instruments.
ii.	Public and private investments are carried at amounts in accordance<br>with the Company’s accounting policies as set out in Note 2 in the Company’s December 31, 2024 financial statements.
---	---
iii.	Digital assets classified as financial assets relate to USDC<br>which is measured at fair value.
---	---
iv.	ETP payable and warrant liability classified as financial liabilities<br>are measured at fair value.
---	---

The following table illustrates the classification and hierarchy of the Company’s financial instruments, measured at fair value in the statements of financial position as at September 30, 2025 and December 31, 2024.

	Level 1<br> (Quoted Market <br> price)		Level 2<br> (Valuation <br> technique -observable market Inputs)		Level 3<br> (Valuation<br> technique - <br> non-observable<br><br> market inputs)		Total
Privately traded invesments	$	-	$	-	$	37,348,081	$	37,348,081
Digital assets		-		555,838,900				555,838,900
Equity investments		-		-		257,425,063		257,425,063
Publicly traded investments		778,085		-		-		778,085
December 31, 2024	$	778,085	$	555,838,900	$	294,773,144	$	851,390,129
Privately traded invesments	$	-	$	-	$	43,977,068	$	43,977,068
Digital assets		-		789,254,841		-		789,254,841
Equity investments		-		-		193,964,955		193,964,955
September 30, 2025	$	-	$	789,254,841	$	237,942,023	$	1,027,196,864

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

22.	Financial instruments (continued)
(e)	Fair value of financial instruments (continued)
---	---

Level 1 Hierarchy

The following table presents the changes in fair value measurements of financial instruments classified as Level 1 during the periods ended September 30, 2025 and December 31, 2024. These financial instruments are measured at fair value utilizing non-observable market inputs. The net realized losses and net unrealized gains are recognized in the statements of loss.

Level 1 investments, financial assets at fair value	September 30,<br> 2025			December 31,<br> 2024
Opening balance	$	778,085		$	-
Realized loss on investments		(300,804	)		-
Transferred from level 3		-			778,085
Investments sold		(477,281	)		-
	$	-		$	778,085

Level 2 Hierarchy

The following table presents the changes in fair value measurements of financial instruments classified as Level 2 during the periods ended September 30, 2025 and December 31, 2024. These financial instruments are measured at fair value utilizing non-observable market inputs. The net realized losses and net unrealized gains are recognized in the statements of loss.

Level 2 investments, financial assets at fair value	September 30,<br> 2025			December 31,<br> 2024
Opening balance	$	555,838,900		$	370,469,700
Digital assets acquired		234,966,522			401,118,676
Digital assets disposed		(62,303,444	)		(514,217,138	)
Digital assets earned from staking, lending and fees		10,849,531			26,075,436
Realized gain on digital assets		76,076,707			306,744,938
Unrealized losses on digital assets		(46,745,729	)		(34,372,022	)
Digital assets transferred in from level 3		22,301,756			-
Fees and other		(1,729,402	)		19,310
	$	789,254,841		$	555,838,900

Level 3 Hierarchy

The following table presents the changes in fair value measurements of financial instruments classified as Level 3 during the periods ended September 30, 2025 and December 31, 2024. These financial instruments are measured at fair value utilizing non-observable market inputs. The net realized losses and net unrealized gains are recognized in the statements of loss.

Level 3 investments, financial assets at fair value	September 30,<br><br> 2025			December 31,<br><br> 2024
Opening balance	$	294,773,144		$	32,717,095
Purchases		6,100,504			173,814,141
Transferred to level 1		-			(778,085	)
Acquired as subsidiary		(379,906	)		-
Realized gain		23,021,334			83,723,906
Unrealized (loss)/ gain		(4,811,120	)		5,296,087
Equity investments from staking fees		13,231,218			-
Management fees on equity investments		(911,242	)		-
Transferred to level 2		(22,301,756	)		-
Foreign exchange gain		905,666			-
Equity investments disposed		(71,685,819	)		-
	$	237,942,023		$	294,773,144

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

22.	Financial instruments (continued)
(e)	Fair value of financial instruments (continued)
---	---

Within Level 3, the Company includes private company investments that are not quoted on an exchange. The key assumptions used in the valuation of these instruments include (but are not limited to) the value at which a recent financing was done by the investee, company-specific information, trends in general market conditions and the share performance of comparable publicly traded companies.

As valuations of investments for which market quotations are not readily available, are inherently uncertain, may fluctuate within short periods of time and are based on estimates, determination of fair value may differ materially from the values that would have resulted if a ready market existed for the investments. Given the size of the private investment portfolio, such changes may have a significant impact on the Company’s financial condition or operating results.

The following table presents the fair value, categorized by key valuation techniques and the unobservable inputs used within Level 3 as at September 30, 2025 and December 31, 2024.

Description	Fair value		Valuation<br> technique	Significant<br> unobservable<br> input(s)	Range of<br> significant<br> unobservable<br> input(s)
3iQ Corp.	$	300,460	Recent financing	Marketability of shares	0% discount
Luxor Technology Corporation		500,050	Recent financing	Marketability of shares	0% discount
Neuronomics AG		89,581	Recent financing	Marketability of shares	0% discount
Amina Bank		35,457,990	Market approach	Marketability of shares	0% discount
ZKP Corporation		1,000,000	Recent financing	Marketability of shares	0% discount
Equity Investments in digital		257,425,063	Market approach	Discount for lack of marketability	25% discount
December 31, 2024	$	294,773,144
Luxor Technology Corporation	$	516,861	Recent financing	Marketability of shares	0% discount
Amina Bank		36,650,028	Market approach	Marketability of shares	0% discount
ZKP Corporation		1,000,000	Recent financing	Marketability of shares	0% discount
Global Benchmarks AB		199,875	Recent financing	Marketability of shares	0% discount
CH Technical Solutions SA		3,891,966	Recent financing	Marketability of shares	0% discount
TenX Protocols Inc.		718,339	Recent financing	Marketability of shares	0% discount
Canada Stablecorp Inc.		499,999	Recent financing	Marketability of shares	0% discount
Continental Stable Coin		500,000	Recent financing	Marketability of shares	0% discount
Equity Investments in digital		193,964,955	Market approach	Discount for lack of marketability	19% discount
September 30, 2025	$	237,942,023

3iQ Corp. (“3iQ”)

On March 31, 2020, the Company acquired 187,007 common shares of 3iQ as part of the Company’s acquisition of Valour. During the year ended December 31, 2024, the Company sold 125,295 common shares of 3iQ. On September 3, 2025, the Company sold its remaining 61,712 shares of 3iQ for proceeds of $481,484 resulting in a gain on sale of $181,015. As at September 30, 2025, the Company owned no shares of 3iQ.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

22.	Financial instruments (continued)

(e)	Fair value of financial instruments (continued)

Amina Bank AG (“Amina”)

On January 14, 2022, the Company invested $25,286,777 (CAD$34,498,750) to acquire 3,906,250 non-votes shares of Amina. As at September 30, 2025, the valuation of Amina was based on a market approach which is indicative of being the fair market value. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2025. As at September 30, 2025, a +/- 10% change in the fair value of Amina will result in a corresponding +/- $3,665,003 (December 31, 2024 +/- $3,545,798) change in the carrying amount.

Earnity Inc. (“Earnity”)

On April 13, 2021, the Company subscribed $40,000 to acquire certain rights to certain future equity of Earnity. As at September 30, 2025, the valuation of Earnity was determined to be nil based on Earnity ceasing operations. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly. As at September 30, 2025, a +/- 10% change in the fair value of Earnity will result in a corresponding +/- $nil (December 31, 2024 - $nil) change in the carrying amount.

Luxor Technology Corporation (“LTC”)

On December 29, 2020, the Company subscribed $100,000 to acquire certain rights to the preferred shares of LTC. The transaction was closed on February 15, 2021. On May 11, 2021, the Company subscribed to additional rights of $62,500. As at September 30, 2025, the valuation of LTC was based on a previous financing which is indicative of being the fair market value. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2025. As at September 30, 2025. a +/- 10% change in the fair value of LTC will result in a corresponding +/- $51,686 (December 31, 2024 - $50,006) change in the carrying amount.

SDK:Meta LLC

On June 3, 2021, the Company entered into a share exchange agreement with SDK exchanging 1,000,000 membership units of SDK with 3,000,000 shares of the Company valuing the investment at $2,506,780 (CAD$3,420,000). During 2022, the Company impaired its investment in SDK:Meta LLC as they were unsuccessful in raising additional funds to continue to advance the company. As at September 30, 2025, the valuation of SDK:Meta LLC was $nil (December 31, 2024 - $nil). Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly. As at September 30, 2025, a +/- 10% change in the fair value of SDK:Meta LLC will result in a corresponding +/- $nil (December 31, 2024 - $nil) change in the carrying amount.

Skolem Technologies Ltd. (“STL”)

On December 29, 2020, the Company invested $20,000 to acquire certain rights to the preferred shares of STL. On October 29, 2021, the Company rights were converted into 16,354 series A preferred shares. As at September 30, 2025, the valuation of STL was determined to be nil based on STL ceasing operations. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2025. As at September 30, 2025, a +/- 10% change in the fair value of STL will result in a corresponding +/- $nil (December 31, 2024

$nil) change in the carrying amount.

VolMEX Labs Corporation (“VLC”)

On February 23, 2021, the Company invested $30,000 to acquire certain rights to the preferred shares of VLC. As at September 30, 2025, the valuation of VLC was nil. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2025. As at September 30, 2025, a +/- 10% change in the fair value of VLC will result in a corresponding +/- nil (December 31, 2024

$nil) change in the carrying amount.

ZKP Corporation (“ZKP”)

On August 2, 2024, the Company invested $1,000,000 to acquire shares of ZKP. As at September 30, 2025, the valuation of ZKP was based on the recent financing price. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2025. As at September 30, 2025, a +/- 10% change in the fair value of ZKP will result in a corresponding +/- $100,000 change in the carrying amount (December 31, 2024 - $100,000).

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

22.	Financial instruments (continued)
(e)	Fair value of financial instruments (continued)
---	---

Global Benchmarks AB (“Global Benchmarks”)

On September 24, 2024, the Company invested $199,875 to acquire shares of Global Benchmarks. As at September 30, 2025, the valuation of Global Benchmarks was based on a recent financing price. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2025. As at September 30, 2025, a +/- 10% change in the fair value of Global Benchmarks will result in a corresponding +/- $19,988 change in the carrying amount (December 31, 2024 - $19,988).

CH Technical Solutions SA (“CH Technical”)

On September 24, 2024, the Company invested $3,971,272 to acquire 25 shares of CH Technical. As at September 30, 2025, the valuation of CH Technical was based on a recent financing price. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2025. As at September 30, 2025, a +/- 10% change in the fair value of CH Technical will result in a corresponding +/- $389,197 change in the carrying amount (December 31, 2024 - $nil).

TenX Protocols Inc. (“TenX”)

On July 24, 2025, the Company invested $718,339 to acquire 1,334,000 shares of TenX. As at September 30, 2025, the valuation of TenX was based on a recent financing price. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2025. As at September 30, 2025, a +/- 10% change in the fair value of TenX will result in a corresponding +/- $71,834 change in the carrying amount (December 31, 2024 - $nil).

Canada Stablecorp Inc.

On September 9, 2025, the Company invested $499,999 to acquire 303,030 shares of Canada Stablecorp Inc. As at September 30, 2025, the valuation of Canada Stablecorp Inc.was based on a recent financing price. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2025. As at September 30, 2025, a +/- 10% change in the fair value of Canada Stablecorp Inc. will result in a corresponding +/- $50,000 change in the carrying amount (December 31, 2024 - $nil).

Continental Stable Coin

On July 25, 2025, the Company invested $500,000 to acquire rights to certain preferred shares of Continental Stable Coin. As at September 30, 2025, the valuation of Continental Stable Coin was based on a recent financing price. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2025. As at September 30, 2025, a +/- 10% change in the fair value of Continental Stable Coin will result in a corresponding +/- $50,000 change in the carrying amount (December 31, 2024 - $nil).

Equity Investments in Digital Assets Funds at FVTPL (“Equity Investments”)

During Q2 2024, the Company invested $173,814,136 to acquire interest in two entities set up to hold SOL and AVAX acquired from a bankrupt estate. Management used the net asset values as determined by the entities managers and applied a 19% discount for lack of marketability. As at September 30, 2025, a +/- 10% change in the fair value of the Equity Investments will result in a corresponding +/- $19,396,496 change in the carrying amount (December 31, 2024 - $25,742,506).

23.	Digital asset risk
(a)	Digital currency risk factors: Risks due to the technical design<br>of cryptocurrencies
---	---

The source code of many digital currencies, such as Bitcoin, is public and may be downloaded and viewed by anyone. As with all code, there may be a bug in the respective code which is yet to be found and repaired and can ultimately jeopardize the integrity and security of one or more of these networks.

Should miners for reasons yet unknown cease to register completed transactions within blocks which have been detached from the block chain, the confidence in the protocol and network will be reduced, which will reduce the value of the digital currency associated with that protocol, and the ETP payable balances that are valued with reference to the respective digital asset.

Protocols for most digital assets or cryptocurrencies are public open-source software, they could be particularly vulnerable to hacker attacks, which could be damaging for the digital currency market and may be the cause for investors to choose other currencies or assets to invest in.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

23.	Digital asset risk (continued)
(b)	Digital currency risk factors: Ownership, Wallets
---	---

Rather than the actual cryptocurrency (which are “stored” on the blockchain), a cryptocurrency wallet stores the information necessary to transact the cryptocurrency. Those digital credentials are needed so one can access and spend the underlying digital assets. Some use public-key cryptography in which two cryptographic keys, one public and one private, are generated and stored in a wallet. There are several types of wallets:

-	Hardware wallets are USB-like hardware devices with a small<br>screen built specifically for handling private keys and public keys/addresses.
-	Paper wallets are simply paper printouts of private and public<br>addresses.
---	---
-	Desktop wallets are installable software programs/apps downloaded from the internet that hold your private and public keys/addresses.
---	---
-	Mobile wallets are wallets installed on a mobile device and<br>are thus always available and connected to the internet.
---	---
-	Web wallets are hot wallets that are always connected to the<br>internet that can be stored in a browser or can be “hosted” by third party providers such as an exchange.
---	---
(c)	Digital currency risk factors: Political, regulatory risk and<br>technology in the market of digital currencies
---	---

The legal status of digital currencies, inter alia Bitcoin varies between different countries. The lack of consensus concerning the regulation of digital currencies and how such currencies shall be handled tax wise causes insecurity regarding their legal status. As all digital currencies remain largely unregulated assets, there is a risk that politics and future regulations may negatively impact the market of digital currencies and companies operating in such market. It is impossible to estimate how politics and future regulations may affect the market. However, future regulations and changes in the legal status of the digital currencies is a political risk which may affect the price development of the tracked digital currencies.

The perception (and the extent to which it is held) that there is significant usage of the digital assets in connection with criminal or other illicit purposes, could materially influence the development and regulation of digital assets (potentially by curtailing the same).

As technological change occurs, the security threats to the Company’s cryptocurrencies, DeFi protocol tokens and other digital assets will likely adapt and previously unknown threats may emerge. The Company’s ability to adopt technology in response to changing security needs or trends may pose a challenge to the safekeeping of the Company’s cryptocurrencies, DeFi protocol tokens and other digital assets. To the extent that the Company is unable to identify and mitigate or stop new security threats, the Company’s cryptocurrencies, DeFi protocol tokens and other digital assets may be subject to theft, loss, destruction or other attack.

24.	Capital management

The Company considers its capital to consist of share capital, share based payments reserves and deficit. The Company’s objectives when managing capital are:

a)	to allow the Company to respond to changes in economic and/or marketplace conditions by maintaining the<br>Company’s ability to purchase new investments;
b)	to give shareholders sustained growth in value by increasing shareholders’ equity;
---	---
c)	to take a conservative approach towards financial leverage and management of financial risks.
---	---

The Company’s management reviews its capital structure on an on-going basis and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying investments. The Company’s current capital is composed of its shareholders’ equity and, to-date, has adjusted or maintained its level of capital by:

a)	raising capital through equity financings; and

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

24.	Capital management (continued)
b)	realizing proceeds from the disposition of its investments
---	---

The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than the (a) CBOE Canada (formerly NEO Exchange) which requires one of the following to be met: (i) shareholders equity of at least CAD$2.5 million, (ii) net income from continuing operations of at least CAD$375,000, (iii) market value of listed securities of at least CAD$25 million, or (iv) assets and revenues of at least CAD$25 million, and (b) Nasdaq Capital

Market which requires one of the following to be met: (i) shareholder equity of at least $2.5 million, (ii) market value of listed securities of at least $35 million or (iii) net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years. There were no changes to the Company’s capital management during the nine months ended September 30, 2025.

25.	Related party disclosures
a)	The condensed consolidated interim financial statements include<br>the financial statements of the Company and its subsidiaries and its respective ownership listed below:
---	---
****	****	% equity interest		****
---	---	---	---	---
DeFi Capital Inc.			100
DeFi Holdings (Bermuda) Ltd.			100
Electrum Streaming Inc.			100
Reflexivity LLC			100
Valour Inc.			100
DeFi Europe AG			100
Stillman Digital Inc.			100
Stillman Bermuda Ltd.			100
Neuronomics AG			52.5
CoreFi Strategy Corp.			100
Valour Digital Securities Limited			0
b)	Compensation of key management personnel of the Company
---	---

In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends. The remuneration of directors and other members of key management personnel during the three and nine months ended September 30, 2025 and 2024 were as follows:

	Three months ended<br><br> September 30,				Nine months ended<br><br> September 30,
	2025		2025		2025		2024
Short-term benefits	$	1,355,048	$	242,900	$	2,473,981	$	728,698
Shared-based payments		471,665		665,786		1,385,945		2,068,497
	$	1,826,713	$	908,686	$	3,859,926	$	2,797,195

As at September 30, 2025, the Company had $589,903 (December 31, 2024 - $nil) owing to its current key management, and $45,000 (December 31, 2024 - $287,834) owing to its former key management and a member of key management owes the Company $100,000 (December 31, 2024 - $100,000). Such amounts are unsecured, non-interest bearing, with no fixed terms of payment or “due on demand”.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

25.	Related party disclosures (continued)
c)	During the year ended December 31, 2024, the Company incurred $43,393 in legal fees to a firm in which<br>a director of the Company is a partner. At December 31, 2024, the Company had recorded $nil in accounts payable and accrued liabilities<br>related to these legal expenses incurred in the ordinary course of business with this law firm.
---	---

During the year ended December 31, 2024, Valour purchased 1,320,130 USDT for EUR1,213,237 from a former director of Valour.

During the year ended December 31, 2024, the Company paid management $20,000,000 and 3,998,508 DeFi shares valued at $6,273,870 related to DeFi Alpha trading profits.

The Company has a diversified base of investors. To the Company’s knowledge, no one holds more than 10% of the Company’s shares on a basic share and partially diluted share basis as at September 30, 2025.

The Company announced a full-stack sovereign finance framework to modernize the $100 trillion sovereign debt market with SovFi, an entity held by the CEO, an Advisor, and the President of the Company. No financial transactions have occurred between the Company and SovFi to September 30, 2025.

d)	The Company’s directors and officers may have investments in and hold management and/or director<br>and officer positions in some of the investments that the Company holds. The following is a list of total investments and the nature of<br>the relationship of the Company’s directors or officers with the investment as of September 30, 2025 and December 31, 2024.
Investment	Nature of relationship to invesment		Estimated Fair Value
---	---	---	---
ZKP Corporation*	Director (Olivier Roussy Newton) of investee	$	1,000,000
Total investment - September 30, 2025		$	1,000,000
*	Private company
---	---
Investment	Nature of relationship to invesment	Estimated <br> Fair Value
---	---	---	---
Brazil Potash Corporation	Officer (Ryan Ptolemy) of investee	$	778,085
ZKP Corporation*	Director (Olivier Roussy Newton) of investee		1,000,000
Total investment - December 31, 2024		$	1,778,085
*	Private<br>company
---	---
26.	Commitments and contingencies
---	---

Management Contracts Commitments

The Company is party to certain management contracts. These contracts require that additional payments of up to approximately $2,562,205 be made upon the occurrence of certain events such as a change of control. As a triggering event has not taken place, the contingent payments have not been reflected in these condensed consolidated interim financial statements. Minimum commitments remaining under these contracts were approximately $4,286,309, all due within one year.

Legal Commitments

The Company is, from time to time, involved in various claims and legal proceedings. The Company cannot reasonably predict the likelihood or outcome of these activities. The Company does not believe that adverse decisions in any ending or threatened proceedings related to any matter, or any amount which may be required to be paid by reasons thereof, will have a material effect on the financial condition or future results of operations.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

27.	Operating segments

The Company operates in various business lines based on where the subsidiaries operate. Valour operates the Company’s ETPs business line which involves issuing ETPs, hedging against the underlying digital asset, lending and staking of digital assets and management fees earned on the ETPs. DeFi Bermuda operates the Company’s Venture portfolio and node business lines. The Reflexivity operates the Company’s research firm and Stillman and Stillman Bermuda operate the trading platform.

Information about the Company’s assets by segment is detailed below.

September 30, 2025	DeFi		Reflexivity		Stillman Digital		Neuronomics		Valour Inc
Cash		94,046,289		12,126		1,812,721		21,726		23,648,221	119,541,083
Client cash deposits		-		-		5,387,686		-		-	5,387,686
Public investments, at fair value through profit and loss		-		-		-		-		-	-
Prepaid expenses		1,073,753		72,024		3,030,202		49,873		1,146,596	5,372,448
Digital assets, digital assets loaned, and digital assets staked		-		92,230		12,600,087		-		776,562,524	789,254,841
Equity instruments		-		-		-		-		193,964,955	193,964,955
Right-of-use assets		-		-		-		-		3,155,401	3,155,401
Other non-current assets		42,777,192		-		-		15,705		42,291,150	85,084,047
Total assets		137,897,234		176,380		22,830,696		87,304		1,040,768,847	1,201,760,461
Accounts payable and accrued liabilities		4,902,730		68,825		3,571,409		146,739		910,296	9,599,999
Loans payable		-		-		-		-		12,813,123	12,813,123
Trading liabilities		-		-		16,007,678		-		-	16,007,678
Warrant liability		53,264,837		-		-		-		-	53,264,837
Lease liability		-		-		-		-		3,232,010	3,232,010
ETP holders payable		-		-		-		-		989,124,847	989,124,847
Total liabilities		58,167,567		68,825		19,579,087		146,739		1,006,080,276	1,084,042,494
December 31, 2024	DeFi		Reflexivity		Stillman Digital		Valour Inc		Total
---	---	---	---	---	---	---	---	---	---	---
Cash		1,771,331		151,150		1,155,607		12,853,437		15,931,525
Client cash deposits		-		-		10,665,147		-		10,665,147
Prepaid expenses		547,856		72,017		701,222		476,629		1,797,724
Public investments, at fair value through profit and loss		778,085		-		-		-		778,085
Digital assets, digital assets loaned, and digital assets staked		530,601		158,649		5,718,748		549,430,902		555,838,900
Equity instruments		-		-		-		257,425,063		257,425,063
Property, plant and equipment		-		-		-		103		103
Other non-current assets		36,054,408		-		-		40,100,722		76,155,130
Total assets		39,682,281		381,816		18,240,724		860,286,856		918,591,677
Accounts payable and accrued liabilities		2,336,456		194,014		577,997		373,997		3,482,464
Loans payable		-		-		-		9,693,294		9,693,294
Trading liabilities		-		-		15,109,375		-		15,109,375
ETP holders payable		-		-		-		871,162,347		871,162,347
Total liabilities		2,336,456		194,014		15,687,372		881,229,638		899,447,480

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

27.	Operating segments (continued)

Information about the Company’s revenues and expenses by segment is detailed below:

Nine months ended September 30, 2025
Staking and lending income	-		45		-		-		24,080,704		24,080,749
Trading commissions	-		-		6,230,864		-		-		6,230,864
Management fees	-		-		-		123,706		7,423,701		7,547,407
Research revenue	-		468,000		-		-		-		468,000
Advisory revenue	192,407		-		-		-		-		192,407
Revenues excluding realized and net change in unrealized gains (losses)	192,407		468,045		6,230,864		123,706		31,504,405		38,519,427
Realized and net change in unrealized gains and (losses) on digital assets	(688,740	)	5,897		302,647		-		29,711,174		29,330,978
Realized and net change in unrealized gain on equity investments	-		-		-		-		18,207,491		18,207,491
Realized and net change in unrealized gains and (losses) on ETP payables	-		-		-		-		(6,002,344	)	(6,002,344	)
Revenues from<br> realized and net change in unrealized gains (losses)	(688,740	)	5,897		302,647		-		41,916,321		41,536,125
Total revenues	(496,333	)	473,942		6,533,511		123,706		73,420,726		80,055,552
Expenses
Operating, general and administration	11,806,388		530,314		3,854,606		210,211		6,667,122		23,068,641
Share based payments	10,758,244		-		-		-				10,758,244
Depreciation - property, plant and equipment	-		-		1,563		-		103		1,666
Amortization - right-of-use asset	-		-		-		-		51,180		51,180
Amortization - intangibles	1,118,886		-		5,291		39,811		-		1,163,988
Fees and commissions	19,303		-		702,496		-		5,214,833		5,936,632
Foreign exchange (gain) loss	(15,030	)	-		(28	)	5,911		(358,112	)	(367,259	)
Total operating expenses	23,687,791		530,314		4,563,928		255,933		11,575,126		40,613,092
Operating income (loss)	(24,184,124	)	(56,372	)	1,969,583		(132,227	)	61,845,600		39,442,460
Realized (loss) on investments, net	(481,828	)	-		-		-		181,024		(300,804	)
Unrealized (loss) on investments, net	2,723		-		-		-		-		2,723
Interest income	29,371		-		1,360		33,278		410		64,419
Finance costs	(504	)	-		(1,353	)	(582	)	(373,113	)	(375,552	)
Financing expense	(4,675,199	)	-		-		-		-		(4,675,199	)
Total other (expenses) income	(5,125,437	)	-		7		32,696		(191,679	)	(5,284,413	)
Net income (loss) for the period before taxes	(29,309,561	)	(56,372	)	1,969,590		(99,531	)	61,653,921		34,158,047
Current taxes	347,990		13,543		1,147,876		779		311		1,510,499
Net income (loss) after tax	(29,657,551	)	(69,915	)	821,714		(100,310	)	61,653,610		32,647,548
Other comprehensive income (loss)
Foreign currency translation (loss) gain	-		-		-		-		1,142,502		1,142,502
Net (loss)<br> income and comprehensive (loss) income for the period	(29,657,551	)	(69,915	)	821,714		(100,310	)	62,796,112		33,790,050

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

27.	Operating segments (continued)

For the nine months ended September 30, 2024
Staking and lending income	-		-		16,807,671		16,807,671
Management fees	-		-		4,370,976		4,370,976
Research revenue	-		813,785		-		813,785

Revenues excluding realized and net change in unrealized gains (losses)	-		813,785		21,178,647		21,992,432

Realized and net change in unrealized gains and (losses) on digital assets	53,218		10,341		132,413,749		132,477,308
Unrealized gain on equity investments	-		-		10,833,817		10,833,817
Realized and net change in unrealized gains and (losses) on ETP payables	-		-		(114,002,560	)	(114,002,560	)
Revenues from realized an dnet change in unrealized gains (losses)	53,218		10,341		29,245,006		29,308,565
Total revenues	53,218		824,126		50,423,653		51,300,997

Expenses
Operating, general and administration	4,220,078		709,114		24,290,649		29,219,841
Share based payments	12,506,785		-		-		12,506,785
Depreciation - property, plant and equipment	4,132		-		1,366		5,498
Amortization - intangibles	1,153,272		-		-		1,153,272
Fees and commissions	15,922		-		2,608,146		2,624,068
Foreign exchange (gain) loss	20,037		-		4,088,910		3,723,351
Impairment loss	3,647,441		-		-		3,647,441
Total operating expenses	21,567,667		709,114		30,989,071		52,880,256
Operating income (loss)	(21,514,449	)	115,012		19,434,582		(1,579,259	)

Realized (loss) on investments, net	-		-		466,235		466,235
Unrealized (loss) on investments, net	197,195		-		(457,026	)	(259,831	)
Interest income	3,137		-		-		3,137
Finance costs	-		-		(2,536,463	)	(2,536,463	)
Total other income (expenses)	200,332		-		(2,527,254	)	(2,326,922	)
Net income (loss) for the period	(21,314,117	)	115,012		16,907,328		(3,906,181	)

Other comprehensive income (loss)
Foreign currency translation (loss) gain	-		(871	)	(1,390,503	)	(1,391,374	)
Net (loss)<br> income and comprehensive (loss) income for the period	(21,314,117	)	114,141		15,516,825		(5,297,555	)

DeFi Alpha is a division within Valour Inc. looking for arbitrage trading opportunities. It does not have its own statement of financial position but leverages Valour Inc’s equity for its trades. The CODM only reviews DeFi Alpha’s trading operating results as part of its consolidated review of Valour and hence it has not been presented separately in the table above. The comparative period has been restated to align with the current period presentation.

28.	Earnings (loss) per share

The following table presents the calculation of basic and fully diluted earnings per common share for the three and nine months ended September 30, 2025 and 2024:

		Three months ended<br> September 30,				Nine months ended<br> September 30,
		2025		2024		2025		2024
Numerator:
Net income (loss) after taxes		$	3,935,906	$	15,445,688	$	32,647,548	$	(3,906,181	)
Denominator:
Weighted average number of common shares - basic			343,998,923		298,101,066		331,245,844		291,401,579
Weighted average effect of dilutive warrants*			18,876,104		36,195,371		18,974,583		-
Weighted average effect of dilutive options*			10,231,860		14,495,186		10,608,774		-
Weighted average effect of dilutive DSUs*			485,550		6,511,751		2,149,849		-
Weighted average number of common shares - diluted			373,592,437		355,303,374		362,979,050		291,401,579

Basic earnings (loss) per share		$	0.01	$	0.05	$	0.10	$	(0.01	)
Diluted earnings (loss) per share		$	0.01	$	0.04	$	0.09	$	(0.01	)
*	Maximum dilution if all warrants, options and DSUs were exercisedwould be 53,511,586
---	---

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

29.	Restatement of financial results as at and for the threeand nine months ended September 30, 2024

The Company has restated its September 30, 2024 condensed consolidated interim statement of operations and comprehensive loss and condensed consolidated interim statement of cash flow to correct material errors and omissions in its prior filing. The following tables present the impact of the restatement adjustments on the Company’s previously issued condensed consolidated interim financial statements for the three and nine months ended September 30, 2024:

a.	To reclassify $100,389,916 of unrealized gains from digital<br>assets to unrealized gains from equity investments
b.	To record DLOM of $89,556,099 for equity investments
---	---

Condensed Consolidated Interim Statements of Operations and Comprehensive (Loss) (Expressed in US dollars)

	Three<br> months ended September 30,
	2024						2024		2024			2024
	As<br><br> previously <br>reported			Restatement			As<br> Restated		As<br><br> previously<br> reported	Restatement		As<br> Restated
Revenues
Staking<br> and lending income		6,450,765			-			6,450,765		16,807,671		-		16,807,671
Management<br> fees		1,513,633			-			1,513,633		4,370,976		-		4,370,976
Research<br> revenue		195,175			-			195,175		813,785		-		813,785
Revenues<br> excluding realized and net change in unrealized gains (losses)		8,159,573			-			8,159,573		21,992,432		-		21,992,432
Realized<br>and net change in unrealized gains and (losses) on digital assets		63,229,235			(38,411,927	)		24,817,308		232,867,224		(100,389,916	)	132,477,308
Unrealized<br> loss on equity investments		-			21,472,220			21,472,220		-		10,833,817		10,833,817
Realized<br> and net change in unrealized gains and (losses) on ETP payables		(26,296,262	)		-			(26,296,262	)	(114,002,560	)	-		(114,002,560	)
Revenues<br> from realized and net change in unrealized gains (losses)		36,932,973			(16,939,707	)		19,993,266		118,864,664		(89,556,099	)	29,308,565
Total<br> revenues		45,092,546			(16,939,707	)		28,152,839		140,857,096		(89,556,099	)	51,300,997

Expenses
Operating,<br> general and administration		4,576,970			-			4,576,970		29,219,841		-		29,219,841
Share<br> based payments		8,788,650			-			8,788,650		12,506,785		-		12,506,785
Depreciation<br> - property, plant and equipment		1,270			-			1,270		5,498		-		5,498
Amortization<br> - intangibles		394,131			-			394,131		1,153,272		-		1,153,272
Fees<br> and commissoins		1,460,966			-			1,460,966		2,624,068		-		2,624,068
Impairment<br> loss		24,985			-			24,985		3,647,441		-		3,647,441
Foreign<br> exchange gains		(1,532,898	)		-			(1,532,898	)	3,723,351		-		3,723,351
Total<br> operating expenses		13,714,074			-			13,714,074		52,880,256		-		52,880,256
Operating<br> income (loss)		31,378,472			(16,939,707	)		14,438,765		87,976,840		(89,556,099	)	(1,579,259	)
Realized<br> gain on investments, net		(617	)		-			(617	)	466,235		-		466,235
Unrealized<br> loss on investments, net		1,579,117			-			1,579,117		(259,831	)	-		(259,831	)
Interest<br> income		2,024			-			2,024		3,137		-		3,137
Finance<br> costs		(573,601	)		-			(573,601	)	(2,536,463	)	-		(2,536,463	)
Total<br> other income (expenses)		1,006,923			-			1,006,923		(2,326,922	)	-		(2,326,922	)
Net<br> income (loss) for the period after taxes		32,385,395			(16,939,707	)		15,445,688		85,649,918		(89,556,099	)	(3,906,181	)
Other<br> comprehensive loss
Foreign<br> currency translation loss		(427,623	)		-			(427,623	)	(1,391,374	)	-		(1,391,374	)
Net<br> income (loss) and comprehensive income (loss) for the period		31,957,772			(16,939,707	)		15,018,065		84,258,544		(89,556,099	)	(5,297,555	)
(Loss)<br> per share
Basic		0.11						0.05		0.29				(0.01	)
Diluted		0.09						0.04		0.29				(0.01	)
Weighted<br> average number of shares outstanding:
Basic		298,101,066						298,101,066		291,401,579				291,401,579
Diluted		355,303,374						355,303,374		291,401,579				291,401,579

All values are in US Dollars.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

29.	Restatement of financial results as at and for the threeand nine months ended September 30, 2024 (continued)

Condensed Consolidated Interim Statements of CashFlows (Expressed in US dollars)

	Nine months ended September 30,
	2024					2024
	As previously reported		Restatement			As <br>Restated
Cash (used in) provided by operations:
Net (loss) for the period	$	85,649,918		$	(89,556,099	)	$	(3,906,181	)
Adjustments to reconcile net (loss) income to cash (used in) operating activities:
Share-based payments		12,506,785			-			12,506,785
Impairment loss		3,647,441			-			3,647,441
Depreciation - Property, plant & equipment		5,498			-			5,498
Amortization - Intangible asset		1,153,272			-			1,153,272
Realized loss on investments, net		(466,235	)		-			(466,235	)
Unrealized (gain) loss on investments, net		259,831			-			259,831
Realized and net change in unrealized (gains) and loss on digital assets		(232,867,224	)		100,389,916			(132,477,308	)
Realized and net change in unrealized (gains) and loss on ETP		129,126,606			-			129,126,606
Unrealized loss on equity investments		-			(10,833,817	)		(10,833,817	)
Staking and lending income		(16,807,671	)		-			(16,807,671	)
Management fees		(4,374,571	)		-			(4,374,571	)
Digital asset transaction costs		(1,998,385	)		-			(1,998,385	)
Unrealized loss on foreign exchange		(1,198,588	)		-			(1,198,588	)
		(25,363,323	)		-			(25,363,323	)
Adjustment for:
Purchase of digital assets		(430,520,570	)		175,245,383			(255,275,187	)
Disposal of digital assets		443,533,773			-			443,533,773
Purchase of equity investments		-			(175,245,383	)		(175,245,383	)
Purchase of investments		(999,991	)		-			(999,991	)
Disposal of investments		552,943			-			552,943
Change in prepaid expenses and deposits		(2,542,555	)		-			(2,542,555	)
Change in accounts payable and accrued liabilities		(2,902,324	)		-			(2,902,324	)
Change in trading liabilities		375,109			-			375,109
Net cash (used in) operating activities		(17,866,938	)		-			(17,866,938	)
Investing activities
Net cash paid for acquisition of subsidiaries		237,015			-			237,015
Net cash provided by investing activities		237,015			-			237,015
Financing activities
Proceeds from ETP holders		361,136,794			-			361,136,794
Payments to ETP holders		(301,607,160	)		-			(301,607,160	)
Loan repaid		(32,096,260	)		-			(32,096,260	)
Proceeds from investments		(1,233	)		-			(1,233	)
Proceds from option exercises		770,440			-			770,440
Proceeds from exercise of warrants		1,102,032			-			1,102,032
NCIB		(1,482,607	)		-			(1,482,607	)
Net cash provided by financing activities		27,822,006			-			27,822,006
Effect of exchange rate changes on cash and cash equivalents		57,757			-			57,757
Change in cash and cash equivalents		10,249,840			-			10,249,840
Cash, beginning of year		5,086,256			-			5,086,256
Cash and cash equivalents, end of period	$	15,336,096		$	-		$	15,336,096

All values are in US Dollars.

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. dollars unless otherwise noted)

30.	Reclassification of Comparative Amounts

Certain amounts have been reclassified in the Condensed Consolidated Interim Statement of Operations and Comprehensive Income /(Loss) in previous periods to conform to the current period presentation. Only reclassifications have been made with no changes in accounting policies or revision of previously reported amounts. There is no change to the previously reported net income (loss).

Exhibit 99.2

MANAGEMENT’SDISCUSSION AND ANALYSIS

Three and nine months ended September 30, 2025

Background

This Management’s Discussion and Analysis (“MD&A”) has been prepared based on information available to DeFi Technologies Inc. (“we”, “our”, “us”, “DeFi” or the “Company”) containing information through November 12, 2025, unless otherwise noted.

The MD&A provides a detailed analysis of the Company’s operations and compares its financial results for the three and nine months ended September 30, 2025 and September 30, 2024. The September 30, 2025 interim condensed consolidated financial statements and related notes of DeFi have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS”). Please refer to the notes of the December 31, 2024 annual audited consolidated financial statements for disclosure of the Company’s significant accounting policies. Commencing with the Company’s June 30, 2025 quarter-end, the Company’s presentation currency is the U.S. dollar. Unless otherwise noted, all references to currency in this MD&A refer to U.S. dollars.

Additional information, including our press releases, have been filed electronically through “SEDAR+ and is available online under the Company’s SEDAR profile at www.sedarplus.com.

CautionaryStatement Regarding Forward Looking Information

This MD&A contains “forward-looking information” within the meaning of that term under Canadian securities laws. This information relates to future events or future performance and reflects the Company’s expectations and assumptions regarding such future events and performance. Forward-looking information can be identified by the use of words such as, but not limited to, “plans”, “expects”, “project”, “predict”, “potential”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

In particular, all statements, other than statements of historical facts, included in this MD&A that address activities, events or developments that management of the Company expects or anticipates will or may occur in the future contain forward-looking information, including but not limited to, statements with respect to:

●	financial, operational and other projections and outlooks as well as statements or information concerning<br>future operation plans, objectives, performance, revenues, growth, acquisition strategies, profits or operating expenses of the Company<br>and its subsidiaries;
●	details and expectations regarding the Company’s investments in the decentralized finance (“DeFi”)<br>industry and the Company’s Equity Investments in Digital Assets (as defined herein);
---	---
●	expectations regarding revenue growth due to changes in the Company’s business strategy;
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●	expansion and growth of the Company’s Asset Management, Ventures and Infrastructure business lines;
---	---
●	development of ETPs and partnerships and joint ventures with other companies;
---	---
●	growth of assets under management (“AUM”);
---	---
●	listing of ETPS;
---	---
●	identifying and capitalizing on low-risk arbitrage opportunities within the digital asset market;
---	---
●	digital asset staking, lending or trading transactions;
---	---
●	listing of the Common Shares on Nasdaq;
---	---
●	the AsiaNext MOU;
---	---
●	the NSE MOU;
---	---

●	SolFi Technologies;
●	CoreFi Technologies;
---	---
●	DeFi Advisory and the development of digital asset treasury companies;
---	---
●	anticipated lending and staking income and management fees charged on ETPs;
---	---
●	hedging activities;
---	---
●	investment performance of ETPs, DeFi protocols and digital assets underlying ETPs and portfolio companies<br>that the Company has invested in;
---	---
●	future development of laws and regulations governing the DeFi industry, in particular in the United States;
---	---
●	requirements for additional capital and future financing options;
---	---
●	publishing and marketing plans;
---	---
●	the availability of attractive investments that align with the Company’s investment strategy;
---	---
●	future outbreaks of infectious diseases;
---	---
●	the impact of climate change; and
---	---
●	other expectations of the Company.
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Forward-looking information involves various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Important factors that could cause actual results to differ materially from the Company’s expectations are described in the Company’s documents filed from time to time with the applicable regulatory authorities and such factors include, but are not limited to, risks related to the staking and lending of cryptocurrencies, DeFi protocol tokens, or other digital assets; risks relating to momentum pricing and volatility of cryptocurrencies, DeFi protocol tokens, and other digital assets; cybersecurity threats, security breaches and hacks; the relative novelty of cryptocurrency exchanges and other trading venues; regulatory risks; hedging risk; the U.S. classification of crypto assets and the Investment Company Act of 1940; the issuance of crypto ETPs in the EU and non-EU countries; risk related the Company’s Ventures portfolio exposure; risks associated with the lending and staking of digital assets, risks related to the Company’s internal arbitrage and trading business, risks associated with banks cutting off services to businesses that provide cryptocurrency related services; the impact of geopolitical events; the further development and acceptance of digital and DeFi networks; risks and uncertainties associated with custodians of digital assets; risk of loss, theft or destruction of cryptocurrencies; risks associated with the irrevocability of transactions; risks associated with the potential failure to maintain the cryptocurrency networks; risks associated with the potential manipulation of blockchain; risks that miners may cease operations; risks related to insurance; risks related to the concentration of investments; risks related to competition; risk related to investments in private issuers and illiquid securities; risks related to cash flow, revenue and liquidity; risks related to the Company’s dependence on management personnel; risks related to macro-economic conditions; risks related to the availability or opportunities and competition for investments; risks related the share prices of investments; risks related to additional financing requirements; risks related to the return on investments; risks related to the management of the Company’s growth; social , political, environmental, and economic risks in the countries in which the Company’s investment interests are located; risks related to the due diligence process undertaken by the Company in connection with investment opportunities; risks related to exchange-rate fluctuations; risks related to non-controlling interests; risks related to changes in legislation and regulations; risks associated with the Company’s limited operating history and no history of operating revenue and cash flow; risks associated with the Company having limited cash flow and funds in reserve which may not be sufficient to fund its ongoing activities at all times; risks associated with conflicts of interest; risks associated with the volatility of the Common Shares market price; risks associated with share imbalances, risks associated with share imbalances, risks associated the future dilution of shareholders interest in the Company; and risks associated with the Company’s history of never paying dividends; and other risks described herein including under the heading “Risks and Uncertainties”.

When relying on forward-looking information to make decisions, readers should ensure that the preceding information, the risks and uncertainties described in “Risks and Uncertainties” and the other contents of this MD&A are all carefully considered. The forward-looking information contained herein is current as of the date of this MD&A, and, except as may be required by applicable law, the Company disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking information contained herein to reflect any change in expectations, estimates and projections with regard thereto or any changes in events, conditions or circumstances on which any information is based. Readers should not place undue importance on such forward-looking information and should not rely upon this information as of any other date. In addition to the disclosure contained herein, for more information concerning the Company’s various risks and uncertainties, please refer to the Company’s public filings available under its profile on SEDAR+ at www.sedarplus.ca and at www.cboe.ca.

With regard to all information included herein relating to companies in the Company’s Venture portfolio, the Company has relied on information provided by the investee companies and on publicly available information disclosed by the respective companies.

Overviewof the Company

The Company is a publicly listed issuer on the CBOE Canada trading under the symbol “DEFI” and the Nasdaq stock market in the United States under the symbol “DEFT”. The Company is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance. The Company’s mission is to expand investor access to industry-leading decentralized technologies which it believes lie at the heart of the future of finance. On behalf of its shareholders and investors, it identifies opportunities and areas of innovation and builds and invests in new technologies and ventures in order to provide trusted, diversified exposure across the decentralized finance ecosystem. The Company does so through six distinct business lines: Asset Management, DeFi Alpha, Stillman Digital, DeFi Ventures, Reflexivity Research LLC and DeFi Advisory.

The Company’s condensed consolidated interim financial statements have been prepared in accordance with IFRS applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying condensed consolidated interim financial statements.

InvestmentPillars

DeFi operates through six core pillars:

Asset Management

The Company through its wholly-owned subsidiary Valour Inc. (“Valour”), and Valour Digital Securities Limited (“VDSL” and together with Valour Cayman, “Valour”) is developing Exchange Traded Products (“ETPs”) that synthetically track the value of a single DeFi protocol or a basket of protocols. ETPs simplify the ability for retail and institutional investors to gain exposure to DeFi protocols or basket of protocols as it removes the need to manage a wallet, two-factor authentication, various logins, and other intricacies that are linked to managing a decentralized finance protocol portfolio. Neuronomics AG, partially acquired by the Company on March 7, 2025 is also involved in Asset Management.

DeFi Alpha

Defi Alpha, a specialized arbitrage trading desk with the sole focus is to identify low-risk arbitrage opportunities within the crypto ecosystem. The Defi Alpha trading desk is strategically designed to focus on identifying and capitalizing upon arbitrage opportunities within the dynamic digital assets market. Utilizing advanced algorithmic strategies and in-depth market analysis, the trading desk aims to generate alpha by exploiting inefficiencies and discrepancies in digital asset pricing. The primary focus is on arbitrage trading opportunities in both centralized and decentralized markets, ensuring minimal market or protocol exposure to mitigate downside revenue volatility.

Stillman Digital

Stillman Digital is a leading digital asset liquidity provider that offers limitless liquidity solutions for businesses, focusing on industry-leading trade execution, settlement and technology.

DeFi Ventures

The Company, whether by itself or through its subsidiaries, invests in various companies and leading protocols across the decentralized finance ecosystem to build a diversified portfolio of decentralized finance assets.

Reflexivity Research LLC

The Company’s Research ReflexivityLLC line of business specializes in producing cutting-edge research reports for the cryptocurrency industry. Reflexivity has also focusedon creating a large third-party distribution channel for its research, which has been accomplished by partnering with platforms suchas TradingView, eToro and others.

DeFi Advisory

DeFi Advisory positions the Company to further capitalize on the acceleratingwave of public digital asset treasury companies being formed across global markets. With proven in-house infrastructure in ETPs, trading,custody, and research, DeFi Technologies is uniquely equipped to support these companies in navigating go-public transaction, managingdigital asset portfolios and executing institutional-grade trades, all under one roof.

Highlights For The Quarterended September 30, 2025:

New Product Launches

During September 2025, the Company announced that it reached 99 listed ETPs on eight exchanges and offers the largest digital asset ETP selection globally (the Company reached its 100 ETP target for 2025 during October 2025).

On July 17, 2025, the Company announced that it had successfully listed two digital asset ETPs on the SIX Swiss Exchange—marking its inaugural product launch in Switzerland.

The newly listed products are:

●	1Valour Hedera (HBAR) Physical Staking (ISIN: GB00BRC6JM96)
●	1Valour Internet Computer (ICP) Physical Staking (ISIN: GB00BS2BDN04)
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These cross-listed ETPs are already trading on other major European exchanges and will now be accessible to Swiss investors through their existing brokerage accounts. With competitive management fees and integrated staking rewards, both products provide secure, transparent, and regulated access to digital assets while enabling investors to benefit from native protocol yields.

The Company had positive inflows into its ETP products each month during 2025 and took in a total of $116.2 million for the nine months ended September 30, 2025.

Investors can review the full list of the Company’s ETP products on its website at www.valour.com.

Valour’s Global Expansion and Strategic MarketDevelopment

Valour continues to expand its global footprint as a leader in regulated digital asset products, with 100 ETPs listed across exchanges in Europe and the UK. Upcoming launches, including leveraged and warrant-based structures, will further broaden investor access.

In parallel, Valour continues to advance its strategy of entering high-growth emerging markets across Africa, Asia, the Middle East, and beyond, working to secure a first-mover advantage in key jurisdictions. This proactive expansion reinforces Valour’s long-term commitment to accelerating global adoption of regulated digital asset investment products.

Valour’s Top ETPs by AUM

Valour monetizes its AUM primarily through trading, staking, management fees, and trade-flow arbitrage. In addition to management fees, Valour retains staking yields as revenue, capturing value directly from the digital assets held in its ETPs. This vertically integrated model enables recurring, protocol-driven revenue as AUM grows.

As of September 30, 2025, Valour’s ETPs with the highest AUM were:

●	VALOUR SOL: $309,983,920
●	VALOUR BTC: $288,168,974
---	---
●	VALOUR ETH: $88,330,268
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●	VALOUR XRP: $58,070,705
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●	VALOUR SUI: $54,327,760
---	---
●	VALOUR ADA: $53,829,441
---	---
●	VALOUR AVAX: $20,917,962
---	---
●	VALOUR HBAR: $16,113,938
---	---
●	VALOUR DOGE: $12,818,836
---	---
●	VALOUR DOT: $11,881,328
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These inflows highlight Valour’s leadership in providing access to diverse digital assets.

DeFi TechnologiesAnnounces Closing of US$100 Million Registered Direct Offering

DeFi Technologies announced the closing of a US$100 million registered direct offering led by cornerstone investor Galaxy Digital. Investors purchased 45,662,101 common shares and warrants to buy up to 34,246,577 additional shares at a combined US$2.19 per share and three-quarters of a warrant. Each whole warrant is exercisable immediately at US$2.63 (120% of the offering price; a 20% premium) and has a three-year term with an acceleration feature. Gross proceeds total US$100 million; the Company plans to use net proceeds to expand Valour’s ETP lineup, pursue digital-asset trading, lending and staking transactions, fund potential acquisitions, and advance recently announced growth initiatives.

Normal Course Issuer Bid (NCIB)

DeFi Technologies launched a NCIB on August 22, 2025 to repurchase up to 10% of its public float (31,673,791 shares) via open-market purchases on Nasdaq, Cboe Canada, and other Canadian ATSs. The program commenced August 26, 2025 and runs to August 26, 2026 (or earlier if completed). 260,000 shares were purchased to September 30, 2025, with all repurchased shares cancelled and purchases filed on www.sedi.ca. The Company appointed Ventum Financial Corp. to coordinate the NCIB program. Total shares re-purchased under the NCIB for the nine months ended September 30, 2025 was 935,900 shares for $2,444,880 or $2.61 per share.

DeFi TechnologiesAnnounces Strategic Investment and Partnership with Canada’s Stablecorp, Backer of QCAD Canadian-Dollar Stablecoin

DeFi Technologies invested in and partnered with Canada Stablecorp to help scale QCAD alongside Coinbase Ventures, Circle Ventures, Side Door Ventures, and other industry leaders. With RPAA oversight of payment service providers taking effect on September 8, 2025, and growing attention from the Bank of Canada and FCAC as retail CBDC work remains paused, compliant CAD stablecoins are positioned for payments, cross-border trade, payroll, and treasury use. Execution includes launching QCAD-integrated products through Valour, naming Stillman Digital as a preferred liquidity provider for on/off-ramps and mint/redeem flows, and collaborating with BTQ Technologies on a post-quantum security roadmap, subject to certain conditions. These steps expand DeFi Technologies’ addressable market, add recurring fee and spread revenue opportunities, and reinforce its role as a compliant bridge between TradFi and DeFi.

DeFi Technologiesand SovFi Unveil Full-Stack Sovereign Finance Framework to Modernize the $100T+ Sovereign Debt Market

DeFi Technologies and SovFi (a related party private company) announced a full-stack sovereign finance framework and a new class of principal-protected, capital-appreciating sovereign instruments targeting the $100T+ sovereign debt market. The structure brings capital appreciation to bonds via a patent-pending process inside a regulated structured instrument—while principal remains intact, so investors receive principal plus accrued Bitcoin at maturity. Roles are defined across the group: SovFi designs the instruments and works to structure and list them; DeFi Technologies provides issuance, liquidity, analytics, and token support (with Stillman Digital and Reflexivity Research); and BTQ (a related party public company) enables post-quantum-secure settlement. The framework is designed to help countries reduce debt, attract foreign direct investment, and deepen market liquidity. Illustrative economics per $1B notional highlight recurring issuer revenues from bond and Bitcoin sleeves plus staking, alongside modeled investor outcomes that exceed traditional coupon-only bonds.

DeFi TechnologiesInvests in Continental Stablecoin Inc., Backers of cNGN, to Accelerate Regulated Stablecoin Adoption Across Africa

DeFi Technologies announced it invested in Continental Stablecoin Inc., alongside Coinbase Ventures, Adaverse, and other industry leaders, to advance regulated local-currency stablecoins across Africa with an initial focus on Nigeria’s cNGN. Nigeria led global stablecoin usage last month, driven by demand for USD-pegged assets, cross-border payments, and clearer rules; cNGN, issued by Wrapped CBDC Limited, had ~602.9 million tokens in circulation as of September 15, 2025, with more than 75,000 on-chain transactions and ~20.1 billion cNGN in cumulative volume. The investment was intended to align with DeFi Technologies’ strategy to support compliant, bank- and fintech-ready digital-asset infrastructure, and it complemented the Company’s broader platform spanning liquidity provision for the cNGN stablecoin via Stillman Digital, and the creation of cNGN related Valour ETPs in Europe.

Launch of DeFi Advisory

On July 21, 2025, the Company announced that its newly launched DeFi Advisory business line has been engaged to act as the asset manager for Nuvve Holding Corp.’s (Nasdaq: NVVE) recently announced HYPE treasury strategy.

Nuvve, a global leader in vehicle-to-grid (V2G) technology and grid modernization, has expanded its corporate treasury policy to include HYPE—the native token of Hyperliquid and one of the world’s fastest-growing decentralized exchanges (DEX). The investment reflects Nuvve’s commitment to long-term growth, digital innovation, and responsible participation in the decentralized finance ecosystem.

DeFi Advisory, established to provide institutional-grade digital asset treasury solutions for public companies, will oversee secure custody, execute OTC transactions, and manage active strategies to optimize the performance of Nuvve’s HYPE position. Compensation for these services will be paid quarterly based on a percentage of AUM in the form of either equity (warrants or shares) or cash, at Nuvve’s discretion. The agreement also includes the use of Stillman Digital, a DeFi Technologies subsidiary, to execute OTC transactions and support Nuvve’s ongoing digital asset purchases.

This new DeFi Advisory business line positions DeFi Technologies to further capitalize on the accelerating wave of public digital asset treasury companies being formed across global markets. With proven in-house infrastructure in Exchange Traded Products (ETPs), trading, custody, and research, DeF Technologies is uniquely equipped to support these companies in navigating go-public transactions, managing digital asset portfolios, and executing institutional-grade trades, all under one roof.

The DeFi Advisory division complements DeFi Technologies’ existing business units, enabling a multi-pronged approach to supporting the next generation of digital asset companies. DeFi Advisory generated revenues of $192,407 for the three and nine months ended September 30, 2025.

Commencement of Options Trading on Nasdaq

Trading in DeFi Technologies’ options commenced on July 21, 2025 under the ticker symbol “DEFT” and include a range of standard expiration dates and strike prices. This listing of options is expected to expand investor access and may enhance liquidity in the Company’s shares, providing investors with added flexibility to manage risk, leverage positions and express views on the Company’s future stock performance. DeFi Technologies believes this milestone reflects continued growth in investor interest and confidence in the Company’s long-term strategic outlook.

Options trading on DeFi Technologies is available through the Options Clearing Corporation (“OCC”) and will be subject to standard rules and regulations established by Nasdaq and the OCC.

Subsequent Events

On November 6, 2025, the Company announced that DeFi Alpha, the Company’s specialized arbitrage desk, generated a one-time return of approximately $3.2 million from an arbitrage trade, highlighting its ability to capture value in volatile market conditions. The return is expected to be realized over three years if the trade is held to maturity and the SOL token price remains constant at approximately $167.

Outlook

Valour continues to cement its leadership in regulated digital asset ETPs, with 100 listed ETPs across European exchanges. The Company remains focused on expanding investor access to secure, transparent, and compliant digital asset exposure.

To complement its European footprint, Valour is actively pursuing expansion into high-growth international markets, including Asia, Africa, and the Middle East:

●	In Asia, Valour has signed MOUs with AsiaNext and SovFi to list its ETPs on regulated<br>exchanges in Singapore.
●	In Africa, a partnership with the Nairobi Securities Exchange (NSE) is paving the way for<br>the creation, issuance, and trading of Valour ETPs on the NSE.
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●	In Turkiye, DeFi Technologies and its subsidiary Valour are collaborating with Misyon<br>Bank and Misyon Kripto to introduce Valour ETPs, offering Turkish investors institutional-grade exposure to assets like Bitcoin and Ethereum through<br>familiar, regulated investment channels.
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These partnerships seek to position Valour as a first mover in emerging markets with rapidly maturing digital asset infrastructure and regulatory clarity.

The Company’s global expansion positions the Company for long-term growth, leveraging strategic partnerships, market-first advantages, and increasing investor demand to strengthen its market leadership.

The Company also constantly evaluates adjacent businesses that can add non-AUM driven revenues that perform well in both crypto bull and bear market cycles. The Company’s acquisition of Stillman Digital in October 2024 is an example of such a business. In terms of new initiatives, the Company expects to become more active in the stablecoin market going forward as demonstrated by its venture investments in Stablecorp and Continental Stablecoin Inc. It is also evaluating opportunities to bring sovereign debt ETP products to market in collaboration with SovFi.

The Company will use the proceeds of its US$100 million registered direct offering which closed during its quarter ended September 30, 2025 for bolstering its working capital to facilitate market making for its ETP products in all market conditions; provide it with added flexibility to expand its ETP offerings geographically and by type of digital asset tracked; and pursue further digital asset trading, lending, and staking transactions. The Company will also continue to evaluate M&A opportunities consistent with the business initiatives discussed above.

The Company is optimistic that positive legislative developments in the United States such as the Genius Act passed in June 2025 and the Clarity Act passed in July 2025 will assist with increased worldwide uptake of cryptocurrencies.

DigitalAssets, Digital assets loaned and Digital assets Staked

As at September 30, 2025, the Company’s digital assets consisted of the below digital currencies, with a fair value of $789,254,841 (December 31, 2024 - $555,838,900). Digital currencies are recorded at their fair value on the date they are acquired and are revalued to their current market value at each reporting date. Fair value is determined by taking the mid-point price at 17:30 CET digital asset exchanges consistent with the final terms for each ETP. The primary digital asset exchanges used to value digital assets are Kraken, Bitfinex, Binance, Coinbase and Bitstamp. Where digital assets held do not have pricing on these exchanges, other exchanges would be used. On all material coins, Kraken, Bitfinex, Coinbase and Bitstamp were used. Fair value for Mobilecoin, Shyft, Blocto, Maps, Oxygen, Boba Network, Saffron.finance, Clover, Sovryn, Wilder World, Pyth and Vomex is determined by taking the last closing price for the day (UTC time) from www.coinmarketcap.com.

	December 31, 2024

Current digital assets
Digital assets	445,126,641	276,853,787
Digital assets loaned	163,451,483	38,618,758
Digital assets staked	111,473,563	240,031,645
Total current digital assets	720,051,687	555,504,191
Non-current digital assets
Digital assets	-	334,710
Digital assets loaned	69,203,154	-
Total non-current digital assets	69,203,154	334,710
Total digital assets	789,254,841	555,838,900

All values are in US Dollars.

The Company’s holdings of digital assets consist of the following:

	September 30, 2025
	Quantity		Quantity
Binance Coin (BNB)		2,078.2491	2,065,852	2,558.9747	1,818,875
Bitcoin (BTC)		2,576.6314	290,770,704	2,705.7708	228,997,191
Ethereum (ETH)		22,271.3922	91,513,765	20,676.9254	70,398,197
Cardano (ADA)		69,218,879.5486	54,067,238	69,671,396.7593	60,542,418
Polkadot (DOT)		3,184,711.6190	12,184,788	2,766,149.1833	18,869,900
Solana (SOL)		313,392.9580	64,463,708	43,414.4191	8,654,328
Uniswap (UNI)		440,935.5277	3,285,223	421,450.3048	5,712,570
USDC		-	505,783		251,357
USDT		-	3,034,741		5,271,542
Litecoin (LTC)		5,159.4700	542,049	541.8400	56,378
Dogecoin (DOGE)		57,232,429.9135	13,039,485	17,545,096.4535	5,708,209
Cosmos (ATOM)		7,680.3068	30,626	735.9223	4,605
Avalanche (AVAX)		304,362.0307	8,807,446	125,979.5440	4,612,185
Polygon (POL)		476,352.8091	106,728	183,654.4400	82,957
Ripple (XRP)		21,460,326.7519	60,539,008	17,223,963.4000	36,437,139
Enjin (ENJ)		606,640.9806	36,400	127,360.9806	27,938
Tron (TRX)		2,030,240.0405	676,933	341,529.3057	89,013
Terra Luna (LUNA)		141,177.2041	19,412	205,057.0760	-
Shiba Inu (SHIB)		15,797,322,817.2000	187,381	142,074,547.6000	2,995
Pyth Network (PYTH)		3,670,528.6000	521,215	3,444,248.6000	876,946
AAVE (AAVE)		4,686.0767	1,258,541	2,333.3875	735,390
Algorand (ALGO)		1,710,077.9300	346,975	90,930.8700	30,180
Aptos Mainnet (APT)		547,924.5100	2,315,474	287,849.7000	2,565,403
Arweave (AR)		60,596.2700	329,026	14,202.0100	234,942
Aerodome (AERO0X91)		2,417,763.3916	2,431,061	-	-
Arbitrum (ARB)		997,751.1000	405,078	24.0000	17
Bitcoin Cash (BCH)		1,200.3020	672,645	25.4800	11,075
Core (CORE)		11,819,586.1981	4,408,706	3,995,185.7910	4,300,418
Curve DAO Token (CRV)		2,577,663.0400	1,696,569	10,295.1200	9,307
EOS (EOS)		1,513.8200	1,181	13,419.9100	10,374
Fetch.ai (FET1)		2,366,597.4000	1,312,752	561,613.1000	732,400
Filecoin (FIL)		60,735.1959	130,241	8,471.8100	41,952
Sonic (FTM)		-	-	1,342,653.2600	937,490
Hedera (HBAR)		76,960,946.1053	16,210,581	49,611,593.1918	13,883,790
Internet Computer (ICP)		1,777,175.1997	7,299,256	1,436,614.1074	14,543,861
Immutable (IMX)		23,794.1700	16,627	10,992.0200	14,345
Injective (INJ)		322,411.6800	3,748,810	56,329.4200	1,136,125
Jupiter (JUP)		3,129,312.4000	1,312,121	499,299.1000	423,006
Kusama (KSM)		470.3441	6,702	470.3400	15,540
Lido DAO (LDO)		476,515.4700	523,405	36,961.1000	68,633
Chainlink (LINK)		358,060.6978	7,538,458	239,057.7313	4,932,495
NEAR Protocol (NEAR)		1,773,878.5884	4,575,973	1,300,877.8800	163
Optimism (OP)		16,957.6110	11,112	15,436.4300	6,609,639
MANTRA (OM)		252,311.6000	40,118	-	27,245
Pendle (PDL)		198,663.9000	906,384	31,265.4000	159,454
Quant (QNT)		1,135.3480	114,033	1,086.7000	114,864
RENDERSOL (RNDR)		1,339,988.6682	4,393,053	162,158.1000	1,127,499
THORChain (RUNE)		288,680.2000	322,687	91,192.7000	423,581
Sei Network (SEI1)		18,208,714.2000	4,910,890	2,078,991.0000	851,347
Stacks (STX)		140,465.0000	79,250	203,450.0000	97,432
Sui (SUI)		12,110,686.8748	29,105,950	10,785,375.0000	45,866,964
SushiSwap (SUSHI)		135.0000	90	39,426.6800	53,068
Bittensor (TAO)		20,099.3846	5,972,251	9,851.6400	4,443,335
The TON Coin (TON)		430,724.8006	1,127,336	405,657.4300	2,266,408
Wormhole (W)		5,370,941.1000	531,723	722,403.0000	213,761
Tether Gold (XAUT6)		6.4772	24,899	-	-
Worldcoin (WLD2)		1,463,290.6000	1,784,337	49,314.1000	106,139
Stellar (XLM)		3,217,494.7000	1,162,080	140,437.4500	47,636
Tezos (XTZ)		5,029.7500	3,396	17,822.5100	22,902
StarkNet (STRK1)		1,640,577.5700	224,595	-	-
Sonic Labs (SONICLABS)		3,780,362.1612	931,896	-	-
Akash Network (AKT)		475,764.5390	475,336	-	-
Kaspa (KAS)		19,485,801.6693	1,455,589	-	-
Mantle (MNT)		107,212.9110	191,493	-	-
Story (IP)		1,607.1145	13,682	-	-
Crypto.com (CRO)		1,167,900.1883	224,354	-	-
Hyperliquid (HYPE)		25,961.3900	1,149,394	-	-
UNUS SED LEO (LEO)		1,059.3166	10,100	-	-
OKB (OKB)		414.9858	77,860	-	-
IOTA (IOTA)		109,530.0000	17,864	-	-
Ondo (ONDO)		662,131.1000	574,995	-	-
Celestia (TIA)		39,119.4400	52,889	-	-
Flare (FLR)		439,832.5958	11,216	-	-
Pi Network (PI)		110,024.5859	29,002	-	-
Ethna (ENA)		1,355,220.2100	735,478	-	-
Floki v2 (FLOKI)		398,800,000.0000	39,880	-	-
Virtuals Protocol (VIRTUAL)		189,329.7000	186,490	-	-
VeChain (VET)		5,018,241.0000	107,892	-	-
Pepe (PEPE)		6,597,279,835.7000	60,510	-	-
Other Coins		205,827	52,916	147,122	26,798
Current			720,051,687		555,499,721
Clover (CLV)		-	-	500,000.0000	31,910
Solana (SOL)		234,000.0000	48,127,061	-	-
SUI (SUI)		9,889,489.9722	21,076,093	-	-
Wilder World (WILD)		-	-	148,810.0000	99,465
Other Coins		1,730,176,934.1341	-	130,458,836.6519	207,804
Long-Term			69,203,154		339,179
Total Digital Assets			789,254,841		555,838,900

All values are in US Dollars.

The continuity of digital assets for the periods ended September 30, 2025 and December 31, 2024:

	September 30, <br> 2025			December 31, <br> 2024
Opening balance	$	555,838,900		$	370,469,700
Digital assets acquired		234,966,522			401,118,676
Digital assets disposed		(62,303,444	)		(514,217,138	)
Digital assets earned from staking, lending and fees		9,565,627			26,075,437
Realized gain (loss) on digital assets		76,076,707			306,744,938
Net change in unrealized gains and losses on digital assets		(45,461,825	)		(34,372,022	)
Digital assets transferred in from (out to) equity investments at FVTPL		22,301,756			-
Foreign exchange gain (loss) / Fees / Other		(1,729,402	)		19,310
	$	789,254,841		$	555,838,900

Digital assets held by counterparty for the period ended September 30, 2025 and December 31, 2024 are as follows:

	September 30,<br> 2025		December 31,<br> 2024
Counterparty A	$	200,560,562	$	6,918,688
Counterparty B		10,916		12,396
Counterparty C		4,384,407		719,776
Counterparty D		79,830		66,922
Counterparty E		7,332,411		7,007,055
Counterparty F		48,381,112		6,809,705
Counterparty G		84,085,020		58,438,204
Counterparty H		322,364,808		125,188,614
Counterparty I		3,306,200		3,787,814
Other		13,983,441		7,438,159
Self custody		104,766,134		339,451,566
Total	$	789,254,841	$	555,838,900

As of September 30, 2025, digital assets held by lenders as collateral consisted of the following:

	Number of coins<br> on loan		Fair Value
Bitcoin (BTC)		69.6800		7,332,411
Total		69.6800		7,332,411

As at September 30, 2025, the 69.68 Bitcoin held by Genesis Global Capital LLC (“Genesis”) as collateral against a loan has been written down to $7,332,411, the fair value of the loan and interest held with Genesis. During the nine months ended September 30, 2025, the Company reduced its estimated BTC coins to be recovered from the Genesis insolvency process by 295.77 based on advice from its external legal counsel.

As of December 31, 2024, digital assets held by lenders as collateral consisted of the following:

	Number of coins<br> on loan		Fair Value
Bitcoin (BTC)		365.4480		7,007,055
Total		365.4480		7,007,055

As at December 31, 2024, the 365 Bitcoin held by Genesis as collateral against a loan has been written down to $7,007,055), the fair value of the loan and interest held with Genesis.

Digital Assets loaned

As of September 30, 2025, the Company has on loan select digital assets to borrowers at annual rates ranging from approximately 1.5 % to 4.75% and accrue interest on a monthly basis. The digital assets on loan are measured at fair value through profit and loss. The SUI coins are locked up until April 2028, with 520,499.5 coins unlocking monthly between April 2026 through April 2028.

As of September 30, 2025, digital assets on loan consisted of the following:


Current
Bitcoin (BTC)	420.0000	47,497,701
Ethereum (ETH)	19,000.0000	78,071,643
Solana (SOL)	92,500.0000	19,024,586
SUI (SUI)	8,848,489.03	18,857,553
Total current digital assets on loan	8,960,409.0278	163,451,483
Long-Term
Solana (SOL)	234,000.0000	48,127,061
SUI (SUI)	9,889,489.9722	21,076,093
Total long-term digital assets on loan	10,123,489.9722	69,203,154
Total	19,083,899.0000	232,654,637

As of December 31, 2024, digital assets on loan consisted of the following:


Current
Bitcoin (BTC)	120.0000	11,379,938
Ethereum (ETH)	8,000.0000	27,238,820
Total current digital assets on loan	8,120.0000	38,618,758
Total	8,120.0000	38,618,758

As of September 30, 2025, the digital assets on loan by significant borrowing counterparty is as follows:

	Interest rates			Geography
Counterparty A	3% - 12%	337,500.0000	112,351,019	Grand Cayman	58	%
Counterparty F	1.98% - 4.75%	2,000.0000	8,218,068	UAE	4	%
Counterparty G	3.25% - 4.5%	6,420.0000	72,151,904	Switzerland	37	%
Total		345,920.0000	192,720,991		100	%
Current
Counterparty A		103,500.0000	64,223,958	Grand Cayman	33	%
Counterparty F		2,000.0000	8,218,068	UAE	4	%
Counterparty G		6,420.0000	72,151,904	Switzerland	37	%
Total current digital assets on loan		111,920.0000	144,593,930		75	%
Long-term
Counterparty A		234,000.0000	48,127,061	Grand Cayman	25	%
Total long-term digital assets on loan		234,000.0000	48,127,061		25	%
Total loaned digital assets		345,920.0000	192,720,991		100	%

As of December 31, 2024, the digital assets on loan by significant borrowing counterparty is as follows:

	Interest rates		Fair Value
Counterparty F	4.75%	2,000.0000		6,809,705	18	%
Counterparty H	3.25% to 5.50%	6,120.0000		31,809,053	82	%
Total		8,120.0000	$	38,618,758	100	%

Digital Assets Staked

As of September 30, 2025, the Company has staked select digital assets to borrowers at annual rates ranging from approximately 1.24% to 14.98% and accrue rewards as they are earned. The digital assets staked are measured at fair value through profit and loss. As of September 30, 2025, the Bitcoin staked digital assets are locked up until July 2025.

As of December 31, 2024, the Company has staked select digital assets to borrowers at annual rates ranging from approximately 2.95% to 9.70%and accrue rewards as they are earned. The digital assets staked are measured at fair value through profit and loss.

As of September 30, 2025, digital assets staked consisted of the following:


Ethereum (ETH)	128.0350	526,100	0	%
Bitcoin (BTC)	301.0100	34,041,150	31	%
Cardano (ADA)	62,373,289.0060	48,719,776	44	%
Core (CORE)	11,339,880.2570	4,229,775	4	%
Polkadot (DOT)	2,497,217.9478	9,554,356	9	%
Solana (SOL)	31,414.5127	6,461,061	6	%
Hedera (HBAR)	19,062,355.6559	4,018,345	4	%
Internet Computer (ICP)	955,710.3281	3,923,000	4	%
Total	96,260,296.7524	111,473,563	100	%

As of December 31, 2024, digital assets staked consisted of the following:

		Fair Value
Bitcoin	1,803.0000		170,996,662	71	%
Cardano	57,965,407.1384		50,371,939	21	%
Etherium	32.0000		108,955	0	%
Core	3,415,479.8499		3,676,423	2	%
Polkadot	1,941,230.3100		13,244,432	6	%
Solana	10,526.3600		1,633,233	1	%
Total	63,334,478.6583	$	240,031,644	100	%

As of September 30, 2025, the digital assets staked by significant borrowing counterparty is as follow:

	Interest rates			Geography
Counterparty G	2.76% - 7.67%	20,018,164.4220	8,335,949	Switzerland	7	%
Counterparty I	4.38%	32.0023	131,498	United States	0	%
Self custody	1.24% - 14.93%	76,242,100.3281	103,006,116	Switzerland	92	%
Total		96,260,296.7524	111,473,563		100	%

As of December 31, 2024, the digital assets staked by significant borrowing counterparty is as follow:

	Interest rates			Geography
Counterparty B	2.95%	57,965,407.1384	50,371,939	Switzerland	21	%
Counterparty M	4.00%	32.0000	108,955	United States	0	%
Self custody	3.00% to 8.02%	5,369,071.6219	189,550,751	Switzerland	79	%
Total		63,334,510.7602	240,031,645		100	%

The Company’s staked digital assets by borrowing counterparty are exposed to market risk, liquidity risk, lockup duration risk (where a lockup is part of the staking mechanism), loss or theft of assets and return duration risk. The Company places allocation limits by counterparty and only deals with high credit quality financial institutions that are believed to have sufficient capital to meet their obligations as they come due and on which the Company has performed internal due diligence procedures. The Company’s due diligence procedures may include, but are not limited to, review of the financial position of the counterparty, review of the internal control practices and procedures of the counterparty, review of market information, and monitoring the Company’s risk exposure thresholds. As of September 30, 2025 and December 31, 2024, the Company does not expect a material loss on any of its staked digital assets by borrowing counterparty. While the Company intends to only transact with counterparties that it believes meets the Company’s staking policy criteria, there can be no assurance that a counterparty will not default and that the Company will not sustain a material loss on a transaction as a result.

EQUITY INVESTMENTS IN DIGITAL ASSETS FUNDS AT FAIR VALUE THROUGHPROFIT AND LOSS

Equity investments were as follows at September 30, 2025 and December 31, 2024:

	September 30, 2025
	Current				Long Term				Total
	Quantity		Amount		Quantity		Amount		Quantity		Amount
Fund A - Solana (SOL)		114,524.0458	$	18,681,125		171,987.8546	$	28,054,602		286,511.9005	$	46,735,727
Fund A - Avalance (AVAX)		497,376.6295	$	11,856,671		358,248.3091	$	8,540,072		855,624.9385	$	20,396,743
			$	30,537,796			$	36,594,674			$	67,132,470
Fund B - Solana (SOL)		401,866.4000	$	67,504,727		353,187.6000	$	59,327,758		755,054.0000	$	126,832,485
			$	67,504,727			$	59,327,758			$	126,832,485
Total			$	98,042,523			$	95,922,432			$	193,964,955
	December 31, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---
	Current				Long Term				Total
	Quantity		Amount		Quantity		Amount		Quantity		Amount
Fund A - Solana (SOL)		216,379.2216	$	30,886,684		244,331.9458	$	34,876,748		460,711.1675	$	65,763,432
Fund A - Avalanche (AVAX)		223,905.1900	$	6,020,811		707,540.4100	$	19,025,762		931,445.6000	$	25,046,572
			$	36,907,495			$	53,902,510			$	90,810,004
Fund B - Solana (SOL)		626,365.7000	$	89,409,506		540,869.9000	$	77,205,553		1,167,235.6000	$	166,615,059
Total			$	126,317,001			$	131,108,063			$	257,425,063

Fund A

The Avalanche acquired by Fund A is locked and staked, earning staking rewards during the lock period. Staking rewards will accrue while Avalanche is locked and will become distributable on the same unlocking schedule as the Avalanche. The Avalanche will be released by Fund A in weekly increments July 10, 2025 and continuing through July 1, 2027.

Fund B

ThirdParty Exchanges, Custodians and Funds

As of September 30, 2025, the Company used the following third-party exchanges and custodians and in the ordinary course of business:

Exchange	Location
Binance	Cayman Islands
B2C2 Overseas LTD	Cayman Islands
Bitcoin Suisse AG	Switzerland
OKX	Seychelles
Kraken	United States
Wintermute	United Kingdom
Deribit	Panama
Laser Digital	Switzerland
Custodian
Anchorage Digital	United States
Bitgo Trust	United States
Copper	Switzerland

Each of the Custodians and Exchanges have not appointed a sub-custodian to hold crypto assets owned by the Company. The Custodian and Exchanges hold and safeguard the digital assets deposited by the Company and its subsidiaries. The Custodians and Exchanges also offer lending and staking services. The Custodians and Exchanges are not Canadian financial institutions. None of the Custodians and Exchanges are related parties of the Company.

Each Custodian maintains general commercial insurance on its own behalf, but the Corporation and other clients of such Custodians are not named insured under such policies. The Company is not aware of any security breaches or similar incidents at the Custodians. The Company believes that any event of insolvency or bankruptcy of a Custodian would be treated in accordance with the insolvency or bankruptcy laws of the applicable jurisdiction of such Custodian.

As of September 30, 2025, the breakdown of digital assets deposited with each of the Custodians, or Exchanges as a percentage of total digital assets custodied by the Company and its subsidiaries is as follows:

Custodian	Location			Regulatory Body
Binance	Cayman Islands	40.8	%	Cayman Islands Monetary Authority (CIMA)
B2C2 Overseas LTD	Cayman Islands	25.4	%	Cayman Islands Monetary Authority (CIMA)
Bitcoin Suisse AG	Switzerland	0.0	%	Financial Services Standards Association (VQF). Zug. Switzerland
Kraken	United States	0.6	%	Office of Comptroller of Currency
Anchorage Digital	United States	0.0	%	Office of Comptroller of Currency
Laser Digital	Switzerland	6.1	%	Financial Services Standards Association (VQF). Zug. Switzerland
Copper	Switzerland	10.7	%	Financial Services Standards Association (VQF). Zug. Switzerland
Wintermute	United Kingdom	0.0	%	Financial Conduct Authority (FCA)
Bitgo Trust	United States	0.4	%	South Dakota Division of Banking and Money Services Business (MSB) with Financial Crimes Enforcement Network (FinCEN)

Note 1: As at September 30, 2025; Residual digital assets served as collateral for loans with Genesis Global Capital LLC (0.4%; subject to bankruptcy proceeding/filing as of 19 January 2023).

Valour diligences and reviews counterparty risk in accordance with the following principles:

●	Valour shall strive to spread counterparty risk between several counterparties, where relevant and practical.
●	In relevant situations and as far as possible, counterparty (and settlement) risk shall be mitigated by<br>conducting transactions in well-established settlement systems based on the principles of delivery versus payment or payment versus payment.
---	---
●	The below methodology is to be applied when proposing and selecting counterparties and when granting limits<br>on counterparty risk score.
---	---
●	The counterparties are reviewed in regular intervals and re-evaluated.
---	---
●	In case of significant events such as negative news or credit events, Valour can decide to close the business<br>relationship with a counterparty irrespective of the review cycle.
---	---
●	Valour manages a counterparty scorecard and captures, assesses and monitors the below information.
---	---

1.	Contact information

The name, the website and contact person at the exchange/counterparty, as well as the responsible onboarding owner on Valour side.

2.	Current status

The current status of the relationship, the connection type, as well as the services, products and currency pairs used on the respective exchange/counterparty have to be documented and kept up to date

3.	Country of registration and regulation

The country in which the exchange/counterparty is registered must be documented. In addition, all countries in which the exchange/counterparty holds a regulatory license have to be assessed and documented by stating the license number (if applicable).

4.	Country risk

The country of registration as well as the country/-ies of regulation are evaluated by using the country risk matrix. The country risk matrix considers the FATF (and equivalent) country evaluation, the Transparency.org Corruption Perception Index (CPI) as well as the VQF SRO country risk recommendations.

5.	Adverse media search

An adverse media search is being conducted. For example, information about an exchange having been hacked in the past or any news about a negative reputation, regulatory breaches etc. are documented.

6.	Public exchange scores

Publicly available information and risk scores from data sources such as Coinmarketcap and Coingecko are being collected and documented.

7.	Information security certification

The exchange/counterparty information security certification status is assessed. Information about the possession of certifications such as AICPA SOC 1, SOC 2 Type I and SOC 2 Type II as well as ISO 27001 are documented.

8.	Insurance coverage

Information about insurance protection and regulatory status in terms of investor protection are assessed and documented.

9.	Proof of reserves

It is being checked if the exchange/counterparty has made the public wallet addresses of its cold and hot storage publicly available or if any other cryptographic means of verification of the reserves held in custody are either publicly available or have been audited.

10.	Risk evaluation

The risk score is evaluated on a scale of 1 to 5, with 1 being the lowest risk and 5 being the highest risk. Based on the information collected in the scorecard, with a focus on regulatory licences, a risk score is calculated and documented for each exchange or counterparty. By carefully evaluating the risk score, we can ensure that we are making responsible business decisions and protecting our customers and stakeholders.

11.	Business justification and restrictions

In cases where an exchange or counterparty presents increased risks, a business justification must be provided. We must carefully consider the potential exposure and take appropriate measures to limit it through restrictions, thresholds, or other means. Any decision to establish a business relationship with an exchange or counterparty with increased risks must be approved by the board.

12.	Recurring review schedule

The review date and review frequency of all exchanges/counterparties are documented and tracked in the scorecard. A review once a year is set as the default standard, however, an ad-hoc review has to be considered in case of any event that may result in any of the assessment criteria being changed.

13.	Account closure

If the exchange or counterparty has been identified with an increased risk, such as a risk score of 4 or 5, Valour will determine if it is necessary to close the business relationship. This decision is based on the potential exposure and the potential impact on the business and stakeholders.

If it is determined that the business relationship should be terminated, a plan for closing the relationship is developed in a controlled and orderly manner. This may include transferring outstanding transactions, closing accounts, and ensuring that all necessary documents and records are properly transferred or retained. The decision to close the business relationship is communicated to the exchange or counterparty and a timeline for the closure is provided. Once the business relationship has been successfully terminated, the counterparty scorecard is updated in order to reflect the closure.

By following this process, we can ensure that we are taking a responsible and proactive approach to closing business relationships with risky counterparties. This can help protect our customers and stakeholders and maintain the integrity of our business operations.

Self-Custodyof Digital Assets

At September 30, 2025, the Company had self-custody of digital assets totaling $104,766,134 (December 31, 2024 - $339,451,566).

The Company maintains controls around the hot and cold wallets with only certain senior management having access to the accounts, passwords and seed phases. All copies of passwords and seed phases are secured and partitioned with certain senior management. Duplicate partial copies of the passwords and seed phases are accessible by a minimum of two members of senior management in different secure locations.

Stakingand Lending Policy

As part of Valour’s policy to hedge 100% of the market risk, subject to allowing a US$2 million maximum unhedged exposure as a trading buffer. Valour purchases and sells the digital assets which its ETPs track. Valour may lend or stake such digital assets on its balance sheet to generate revenue in accordance with the policies in the product prospectus. Lending or staking transactions are only conducted with institutional-grade counterparties and only up to a certain percentage for risk management purposes in accordance with Valour’s lending and staking policy (the “Lendingand Staking Policy”), which is reviewed and approved by the board of Valour. The Lending and Staking activities undertaken by Fund A and Fund B in respect of the Company’s Equity Investments in Digital Assets are not subject to the Lending and Staking Policy and the Company has no control over how Fund A and Fund B lend and stake digital assets.

When deciding whether to lend or stake a particular asset, the Lending and Staking Policy provides that the decision will initially be made based on the risk profile of the potential counterparties, then the highest yield available, then prioritizing staking over lending.

The Lending and Staking Policy provides the following limits for lending and staking of digital assets:

Digital Asset	****	Lending and staking limits
Bitcoin, Ethereum, Solana, Avalanche		Up to 75% of unrestricted tokens may be lent on open terms to eligible counterparties, 50% of tokens may be lent on terms up to six months.<br><br> <br><br><br> <br>100% of tokens may be staked
All other Digital Assets		Up to 75% of unrestricted tokens may be lent on open terms to eligible counterparties, 50% of tokens may be lent on terms up to six months.<br><br> <br><br><br> <br>If total AUM is greater than US$5 million, up to 95% may be staked, else 75% may be staked

The Company’s lending arrangements policy is as follows:

(a) which party has legal title

The lender authorizes the counterparty e.g., Anchorage to draw down lent assets. Typically, the counterparty / borrower is then permitted to use Client’s Designated Assets for any lawful purpose.

(b) the status of the assets in the event ofinsolvency of the borrower

The lender shall have full recourse to Counterparty for any obligations hereunder in equity and at law. Upon any event of default, the lender shall be entitled to seek all remedies available at law or in equity for the full amount or any unpaid principal of any advance, accrued but unpaid fees or other amounts or property payable hereunder against Lender in addition to enforcing its security interest.

(c) contractual limitation on use and transferof lent items by borrower

Typically, the Counterparty is then permitted to use client’s designated assets for any lawful purpose.

(d) borrower’s ability to initiate transactionswith the borrowed assets, including but not limited to: sell, lend, pledge, and/or hypothecate

Typically, the Counterparty is then permitted to use Client’s Designated Assets for any lawful purpose, including selling, lending, pledging and/or hypothecating. Certain lending agreements require Counterparties to grant a security interest to the Company on any assets that are further lent out.

(e) borrowers’ rights regarding “co-mingling”

There is no specific language in the lending agreement but given the Counterparties can use for any lawful purpose, the Company’s believes that comingling can occur.

(f) callability terms and conditions (including“notice period”, if any).

Termination. Client may terminate any Advance of its Designated Assets upon three (3) business days’ prior notice (the date of such termination, the “Termination Date”), from time to time at its sole discretion through an Electronic Notice.

Investments,At Fair Value, Through Profit and Loss, As At September 30, 2025

During the three and nine months ended September 30, 2025, the Company had a realized gain of $177,378 and a realized loss of $300,804, respectively (three and nine months ended September 30, 2024 – realized loss of $617 and a realized gain of $466,235) and an unrealized gain of $21 and $2,723, respectively (three and nine months ended September 30, 2024 – unrealized gain of $1,579,117 and unrealized loss of $259,831, respectively) on private and public investments.

At September 30, 2025, the Company’s twelve private investments had a total fair value of $43,977,068.

Private Issuer	Note	Security description	Cost		Estimated <br><br>Fair Value
Amina Bank AG		3,906,250 non-voting shares	$	24,781,804	$	36,650,028	83.3	%
Earnity Inc.		85,142 preferred shares		102,205		-	0.0	%
Luxor Technology Corporation		201,633 preferred shares		452,916		516,861	1.2	%
SDK:meta, LLC		1,000,000 units		2,456,720		-	0.0	%
Skolem Technologies Ltd.		16,354 preferred shares		127,497		-	0.0	%
VolMEX Labs Corporation		Rights to certain preferred shares and warrants		30,000		-	0.0	%
Global Benchmarks AB		53,300 common shares		199,875		199,875	0.5	%
ZKP Corporation	(i)	370,370 common shares		1,000,000		1,000,000	2.3	%
CH Technical Solutions SA		25 common shares		3,891,966		3,891,966	8.8	%
TenX Protocols Inc.		1,334,000 subcription receipts		718,339		718,339	1.6	%
Canada Stablecorp Inc.		303,030 common shares		499,999		499,999	1.1	%
Continental Stable Coin		Rights to certain preferred shares		500,000		500,000	1.1	%
Total private investments			$	34,761,321	$	43,977,068	100.0	%
(i)	Investments in related party entities - see Note 25
---	---

At December 31, 2024, the Company’s nine private investments had a total fair value of $37,348,081.

Private Issuer	Note	Security description	Cost		Estimated <br><br>Fair Value
3iQ Corp.		61,712 common shares	$	63,270	$	300,459	0.8	%
Amina Bank AG		3,906,250 non-voting shares		24,781,804		35,457,982	95.0	%
Earnity Inc.		85,142 preferred shares		102,205		-	0.0	%
Luxor Technology Corporation		201,633 preferred shares		452,916		500,058	1.3	%
Neuronomics AG		724 common shares		89,582		89,582	0.2	%
SDK:meta, LLC		1,000,000 units		2,456,720		-	0.0	%
Skolem Technologies Ltd.		16,354 preferred shares		127,497		-	0.0	%
VolMEX Labs Corporation		Rights to certain preferred shares and warrants		30,000		-	0.0	%
ZKP Corporation	(i)	370,370 common shares		1,000,000		1,000,000	2.7	%
Total private investments			$	29,103,994	$	37,348,081	100.0	%
(i)	Investments in related party entities - see Note 25
---	---

Fi****nancialResults

The following is a discussion of the results of operations of the Company for the three and nine months ended September 30, 2025, and 2024. They should be read in conjunction with the Company’s interim condensed consolidated financial statements for the three and nine months ended September 30, 2025 and 2024 and related notes. All amounts are in U.S. dollars.

	Three months ended September 30,				Nine months ended September 30,
	2025		2024	2025		2024

Revenues
Staking and lending income		7,423,166		6,450,765			24,080,749		16,807,671
Management fees		2,885,160		1,513,633			7,547,407		4,370,976
Trading commissions		2,233,106		-			6,230,864		-
Research revenue		109,500		195,175			468,000		813,785
Advisory revenue		192,407		-			192,407		-
Revenues excluding realized and net change in unrealized gains (losses)		12,843,339		8,159,573			38,519,427		21,992,432
Realized and net change in unrealized gains on digital assets		118,260,624		24,817,308			29,330,978		132,477,308
Realized and net change in unrealized gain on equity investments at FVTPL		71,235,287		21,472,220			18,207,491		10,833,817
Realized and net change in unrealized losses on ETP payables		(179,811,419	)	(26,296,262	)		(6,002,344	)	(114,002,560	)
Revenues from realized and net change in unrealized gains (losses)		9,684,492		19,993,266			41,536,125		29,308,565
Total revenues		22,527,831		28,152,839			80,055,552		51,300,997
Operating expenses
Operating, general and administration		8,954,453		4,576,970			23,068,641		29,219,841
Share based payments		2,207,588		8,788,650			10,758,244		12,506,785
Depreciation - equipment		808		1,270			1,666		5,498
Amortization - right-of-use assets		51,180		-			51,180		-
Amortization - intangibles		458,547		394,131			1,163,988		1,153,272
Fees and commissions		1,812,243		1,460,966			5,936,632		2,624,068
Foreign exchange (gain) loss		10,875		(1,532,898	)		(367,259	)	3,723,351
Impairment loss (recovery)		-		24,985			-		3,647,441
Total operating expenses		13,495,694		13,714,074			40,613,092		52,880,256
Operating income (loss)		9,032,137		14,438,765			39,442,460		(1,579,259	)
Realized (loss) gain on investments		177,378		(617	)		(300,804	)	466,235
Unrealized gain (loss) on investments		21		1,579,117			2,723		(259,831	)
Interest income		35,325		2,024			64,419		3,137
Finance costs		(141,510	)	(573,601	)		(375,552	)	(2,536,463	)
Financing expense		(4,675,199	)	-			(4,675,199	)	-
Total other (expenses) income		(4,603,985	)	1,006,923			(5,284,413	)	(2,326,922	)
Net income (loss) for the period before taxes		4,428,152		15,445,688			34,158,047		(3,906,181	)
Current income taxes		492,246		-			1,510,499		-
Net income (loss) for the period after taxes		3,935,906		15,445,688			32,647,548		(3,906,181	)
Other comprehensive income
Cumulative translation adjustment		(942,908	)	(427,623	)		1,142,502		(1,391,374	)
Net income (loss) and comprehensive income (loss) for the period		2,992,998		15,018,065			33,790,050		(5,297,555	)
Net income (loss) attributed to:
Owners of the parent		4,029,975		15,448,937			32,741,617		(3,902,880	)
Non-controlling interests		(94,069	)	(3,249	)		(94,069	)	(3,301	)
		3,935,906		15,445,688			32,647,548		(3,906,181	)
Net income (loss) and comprehensive income (loss) attributed to:
Owners of the parent		3,065,335		15,021,314			33,862,387		(5,294,254	)
Non-controlling interests		(72,337	)	(3,249	)		(72,337	)	(3,301	)
		2,992,998		15,018,065			33,790,050		(5,297,555	)

All values are in US Dollars.

Revenue Review

For the three and nine months ended September 30, 2025, the Company recorded revenues of $22,527,831 and $80,055,552 respectively, compared with $28,152,839 and $51,300,997 in the three and nine months ended September 30, 2024.

The Company earned staking and lending income of $7,423,166 and $24,080,749 for the three and nine months ended September 30, 2025 compared to $6,450,765 and $16,807,671 in the comparative periods in 2024. The increases of $972,401 and $7,273,078 respectively in the three and nine months ended September 30, 2025 over the three and nine months ended September 30, 2024 is due to higher average AUM in the periods ($950.7 M in the three months ended September 30, 2025 compared with $770.5 million in the three and nine months ended September 30, 2024). The average staking yield in the Q3 2025 was 3.1% which is a slight drop from the 3.6% earned in Q2 2025. The drop can be attributed to mainly lower staking income realized in the equity investments in digital assets at FVTPL that the Company holds. The Company actively stakes and lends its digital assets to earn additional revenue. Staking income does fluctuate based on average AUM, percentage of AUM staked and staking yields in general on various coins.

The Company staked 58% of its coins at September 30, 2025 compared to 75.1% at September 30, 2024. The lower coin staking percentage at September 30, 2025 is just a timing difference on portfolio rebalancing. The Company does target to generally stake 70% or higher of its coins.

The Company earned management fee revenue of $2,885,160 and $7,547,407 for the three and nine months ended September 30, 2025 compared to $1,513,633 and $4,370,976 in the three and nine months ended September 30, 2024. The increase in management fees in both 2025 periods compared to the comparative periods in 2024 is due to higher AUM as disclosed above resulting in higher management fees.

The average effective management fee yield earned during the third quarter of 2025 was 1.2% on the average AUM of $950.7 million, which is consistent with the 1.2% rate earned in Q2 2025. The Company reminds investors that while it charges 1.9% management fees on most of its ETP products, its BTC and ETH products have management fees of NIL bringing the effective average management fee rate down.

Total AUM monetization in the third quarter of 2025 dropped to 4.3% from 4.7% in the second quarter of 2025 due to a lower portion of our AUM being staked, the mix of coins being staked and general market conditions.

The Company recorded trading commissions from its Stillman business of $2,233,106 and $6,230,864 in the three and nine months ended September 30, 2025 compared to $Nil and $Nil in the comparative periods. Stillman was acquired during Q4 2024 and thus was not owned during the 2024 comparative periods. Management feels Stillman is performing well.

The Company recorded research revenue of $109,500 and $468,000 in the three and nine months ended September 30, 2025 compared to $195,175 and $813,785 in the three and nine months ended September 30, 2024. Management is working on re-invigorating Reflexivity’s business which has suffered with the departure of the original founders.

The Company recorded advisory revenue of $192,407 and $192,407 in the three and nine months ended September 30, 2025 compared with $Nil and $Nil. The Company signed its first two advisory clients during Q3. The Company is looking to grow this business going forward.

Revenues from realized and net change in unrealized gains (losses) for the three and nine months ended September 30, 2025 was $9,684,492 and $41,536,125 respectively, compared with $19,993,266 and $29,308,565 for the three and nine months ended September 30, 2024 as per the table below.

	Three months ended September 30,				Nine months ended September 30,
	2025		2024	2025		2024

Revenues
Realized and net change in unrealized gain (losses) on digital assets		118,260,624		24,817,308			29,330,978		132,477,308
Realized and net change in unrealized gains (losses) on ETP payables		(179,811,419	)	(26,296,262	)		(6,002,344	)	(114,002,560	)
Unrealized gain (loss) on equity investments at FVTPL		71,235,287		21,472,220			18,207,491		10,833,817
Sub-total net revenue from digital assets / ETPs		9,684,492		19,993,266			41,536,125		29,308,565

All values are in US Dollars.

The Company considers its asset management business (with the assets and liabilities being on its own statement of financial position) similar to a broker dealer and thus the net movement in the realized and unrealized gains (losses) of the Company’s digital assets less the net movements in realized and unrealized gains (losses) of the Company’s ETP obligations are considered the Company’s revenues. As the Company holds excess cryptocurrency over and above that required to cover its ETP obligations, in periods of rising cryptocurrency prices, the Company is expected to generate a positive result from the revenues realized and net change in unrealized gains (losses).

For the nine months ended September 30, 2025, the Company made one DeFi Alpha trade which was to acquire locked 18,737,981 SUI tokens. The total unrealized DLOM at the time of acquisition on the tokens was $23,786,368 which assuming the tokens are held to final unlock maturity in 2028 and the price of SUI is the same or greater than $3.51 per token will become a realized gain.

The total DLOM from all historical locked token transactions (SOL, AVAX held in the Equity Investments at FVTPL and SUI tokens held directly) in 2024 and 2025 was $64,549,859 at September 30, 2025, a $9,400,869 decrease from the $73,950,728 balance at June 30, 2025. This $9,400,869 reduction in the DLOM reserve is included in the revenues from realized and net change in unrealized gains (losses) result for the three months ended September 30, 2025. The Company uses the Finnerty model to calculate DLOM on its locked tokens. With constant token prices, the DLOM is expected to decrease over time as the unlock maturity date approaches. The fair value of the Company’s tokens at September 30, 2025 has been reduced by $64,549,859 to take into account the DLOM. The Company holds locked tokens in its Equity Investments at FVTPL (see financial statement notes details for token quantities) and 18,737,981 SUI tokens held directly.

The Company shows how its revenues and EBITDA would present without the DLOM being applied in the non-IFRS measures section of this MD&A.

The Company intends to hold its equity investments in digital assets at FVTPL and locked SUI tokens until the digital assets become unlocked in 2028 such that any eventual sale of the digital assets would not be expected to occur at a discounted price. In the event the Company requires additional unlocked SOL, AVAX or SUI to meet ETP redemptions, the Company would seek to borrow tokens against its investments to meet redemptions, so as to avoid a sale of the locked tokens prior to the tokens becoming unlocked. The Company would seek to employ various other hedging strategies such as to short the underlying tokens and cover the short with locked tokens released over time. The locked tokens held by the Company are scheduled to be released between 2025 through 2028. The $64,549,859 DLOM balance at September 30, 2025 will reverse to $nil by 2028 and increase net income and shareholders’ equity once fully reversed.

Operating, general and administration

****	****	Three months ended September 30,						****	****	Nine months ended September 30,						****
****	****	2025		****	****	2024		****	****	2025		****	****	2024		****
Compensation and consulting		$	3,351,581			$	494,206			$	8,657,330			$	22,785,384
Marketing expenses			3,334,484				2,357,764				7,953,765				3,500,504
General and administration			552,932				1,180,800				1,756,904				1,520,048
Professional fees			1,498,154				152,937				3,944,257				894,166
Regulatory and transfer agent			119,877				29,586				405,409				119,821
Travel expenses			97,425				361,677				350,976				399,918
		$	8,954,453			$	4,576,970			$	23,068,641			$	29,219,841

Compensation and consulting fees were $3,351,581 and $8,657,330 during the three and nine months ended September 30, 2025 compared to $494,206 and $22,785,384 during the comparative three and nine months ended September 30, 2024. During the second and third quarters of 2025, the Company brought on additional executives and consultants to support its growth. The 2nd quarter of 2025 onward also includes a full period of consolidation for the Neuronomics acquisition. The comparative nine months ended September 30, 2024 includes a $20 million bonus paid after a DeFi Alpha trade.

Marketing expense was $3,334,484 and $7,953,765 during three and nine months ended September 30, 2025 compared with $2,357,764 and $3,500,504 in the comparative three and nine months ended September 30, 2024. The Company ramped up marketing spending around its debut on Nasdaq in May 2025 (and continued it throughout Q3 2025) in an effort to create more awareness in the United States.

General and administration was $552,932 and $1,756,904 during the three and nine months ended September 30, 2025 compared to $1,180,800 recovery and $1,520,048 in the comparative three and nine months ended September 30, 2024. G&A comprises mainly office expenses, insurance and bank charges. The Company incurred additional insurance expenses as it increased its coverage limits.

Professional fees were $1,498,154 and $3,944,257 in the three and nine months ended September 30, 2025 compared to $152,937 and $894,166 in the comparative three and nine months ended September 30, 2024. The Company incurred additional legal fees associated with its Nasdaq listing and other costs incurred with the development of new markets and settlement of various claims.

Regulatory and transfer agent fees were $119,877 and $405,409 during the three and nine months ended September 30, 2025 compared with $29,586 and $119,821 during the comparative three and nine months ended September 30, 2024. The increase is due to higher market cap and increased listing fees associated with the Nasdaq listing.

Travel expenses were $97,425 and $350,976 during the three and nine months ended September 30, 2025 compared with a recovery of $361,677 and $399,918 in the three and nine months ended September 30, 2024. The increased travel expense is due to team members travelling for business development in Asia and Africa.

Total depreciation and amortization was $510,535 and $1,216,834 for the three and nine months ended September 30, 2025 compared to $395,401 and $1,158,770 during the three and nine months ended September 30, 2024. The depreciation and amortization relates to the equipment, right of use assets and intangible assets acquired as part of the Company’s acquisitions. The Company entered into a new office lease in Geneva, Switzerland during its Q3 2025. The lease has been capitalized in accordance with IFRS 16.

Share based payments were $2,207,588 and $10,758,244 during the three and nine months ended September 30, 2025 compared to $8,788,650 and $12,506,785 in the three and nine months ended September 30, 2024. Fewer options and RSU grants in both 2025 periods compared to the 2024 periods resulted in a lower share based payments expenses.

Fees and commissions were $1,812,243 and $5,936,632 for the three and nine months ended September 30, 2025 compared to $1,460,966 and $2,624,068 in the three and nine months ended September 30, 2024. The increase in transaction costs relates to the trading of digital assets as brokerage commission and ETP issuance costs associated with the increased AUM.

Foreign (gain) loss was $10,875 and ($367,259) for the three and nine months ended September 30, 2025 compared to ($1,532,898) and $3,723,351 in the three and nine months ended September 30, 2024. The (gains) loss reflects the currency fluctuations primarily in Company’s cash balances which are denominated in Swedish Krona, Euro and Swiss Franc.

Impairment loss was $Nil and $Nil in the three and nine months ended September 30, 2025 compared to $24,985 and $3,647,441 in the three and nine months ended September 30, 2024. The Company impaired the costs related to the Solana IP acquisition in Q1 2024.

Other income (expenses)

Realized gain (loss) on investments was $177,378 and ($300,804) for the three and nine months ended September 30, 2025 compared with ($617) and $466,235 for the three and nine months ended September 30, 2024. The Company disposed of its investment in 3iQ Corporation during Q3 2025 and realized a gain. The year to date loss of $300,804 is due to a larger loss realized on the disposal of Brazil Potash shares during Q1 2025.

The Company had unrealized gain (loss) on investments of $21 and $2,723 compared to $1,579,117 and ($259,831) in the comparative period. The nominal change the three and nine months ended September 30, 2025 is due to the Company not making any material changes to the valuation of its private investments. The Company confirms that all investments are carried at estimated fair value.

Finance costs were $141,510 and $375,552 for the three and nine months ended September 30, 2025 compared with $573,601 and $2,536,463 in the three and nine months ended September 30, 2024. The decrease in financing costs is due to the Company repaying more of its loans (only Genesis loan and a margin trading facility balance at a counter party outstanding at September 30, 2025).

Financing expense of $4,675,199 and $4,675,199 for the three and nine months ended September 30, 2025 compared to $Nil and $Nil in the three months ended September 30, 2024. The financing expense represents the portion of the $8,819,331 cost of issue associated with the $100 million equity offering allocated to the warrant value which was expensed in accordance with IFRS.

Cash Flows

Cash used in operating activities was $113,125,847 for the nine months ended September 30, 2025 compared with cash used of $17,866,938 in the comparative period. Cash used in operations before adjustments for working capital, investments and purchases and sales digital assets was $18,080,753 for the nine months ended September 30, 2025 compared with cash used of $25,363,323 in the comparative period. The Company generally maintains its surplus working capital in digital assets like USDC or USDI Stablecoins and thus the operating cash flow statements will show a use of cash as long as more money is invested in cryptocurrencies than converted to U.S. dollars or other fiat currencies.

During the nine months ended September 30, 2025, $216,246,793 was provided by financing activities compared to $27,822,006 in the comparative period. The Company received net proceeds of $116,240,689 from ETP holders, $7,458,147 from option exercises, $540,413 from warrant exercises, $5,296,576 margin loan proceeds, $477,281 from sale of investments, and $100 million from its registered direct equity offering less $8,819,331 share issuance costs, $2,444,880 paid for the NCIB and $2,502,103 for margin loans repaid.

During the nine months ended September 30, 2024, the Company received net proceeds of $59,529,634 from ETP holders, proceeds from warrant exercises of $1,102,032, proceeds of $770,440 from option exercises, partially offset by $1,233 used on investments, NCIB purchases of $1,482,607 and $32,096,260 of loans repaid. The cash provided from financing was higher in 2025 compared to 2024 due: $100 million equity offering and higher net ETP sales in 2025 compared to 2024, combined with higher option exercises in 2025.

The Company confirms that no changes to the Company’s financial conditions or performance have occurred during its first, second or third quarters of 2025.

Non-IFRSMeasures

The Company has included certain non-IFRS performance measures, namely Adjusted Revenue, Adjusted Net income, EBITDA, Adjusted EBITDA and Adjusted Net Income Per Share throughout this document. These non-IFRS measures are used by management to assess the Company’s performance and provide additional information and transparency to investors with respect to the Company’s revenue and net income performance.

Non-IFRS performance measures, including Adjusted Revenue, Adjusted Net Income, EBITDA and, Adjusted EBITDA and Adjusted Net Income Per Share do not have a standardized meaning. As a result, these measures may not be comparable to similar measures presented by other companies. Non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

“Adjusted Revenue” is a non-IFRS financial measure that is defined as revenue excluding the application of the DLOM.

“Adjusted Net Income” is a non-IFRS financial measure that is defined as net income excluding the application of the DLOM.

“Adjusted EBITDA” is a non-IFRS financial measure that is defined as Adjusted Net Income and adding back interest, taxes, depreciation, amortization of property and equipment, right-of-use assets and other intangible assets.

“Adjusted Net Income Per Share” is a non-IFRS financial measure that is defined as Adjusted Net Income divided by the total number of common shares of the Company issued and outstanding.

With respect to the DLOM adjustment, the Company intends to hold its equity investments until the underlying digital assets become unlocked such that any eventual sale of the underlying digital assets would not be expected to occur at a discounted price resulting from their lack of marketability as at the date of the Financial Statements. In the event the Company requires additional unlocked SOL or AVAX to meet SOL and AVAX ETP redemptions, the Company will seek to borrow SOL or AVAX, or against its equity investments to meet redemptions, so as to avoid a sale of the equity investments prior to the underlying digital assets becoming unlocked. The Company will also seek to employ various other hedging strategies so as to short the underlying tokens and cover the short with tokens released from the equity investors over time. Tokens underlying the investments are expected to be released over 2025 through 2028.

For a reconciliation of these measures to the most directly comparable financial information presented in the Financial Statements in accordance with IFRS, see the tables below:

****	****	Three months ended				****	****	Nine months ended				****
****	****	September 30, 2025				****	****	September 30, 2025				****
	****		****	****	****	****		****	****		****
REVENUE RECONCILIATION
Total Revenue (IFRS)		$	22,527,831		$	28,152,839			$	80,055,552		$	51,300,997
Price movement on equity investment distribution timing loss		$	10,424,566		$	-			$	10,424,566		$	-
Discount for Lack of Marketability (DLOM) loss / (gain)		$	(12,796,644	)	$	-			$	(25,363,645	)	$	-
ADJUSTED REVENUE		$	20,155,753		$	28,152,839			$	65,116,473		$	51,300,997
NET LOSS (INCOME) RECONCILIATION
Net Income (Loss)		$	3,935,906		$	15,445,688			$	32,647,548		$	(3,906,181	)
Price movement on equity investment distribution timing loss		$	10,424,566		$	-			$	10,424,566		$	-
Discount for Lack of Marketability (DLOM) loss / (gain)		$	(12,796,644	)	$	-			$	(25,363,645	)	$	-
ADJUSTED NET INCOME (LOSS)		$	1,563,828		$	15,445,688			$	17,708,469		$	(3,906,181	)
EBITDA RECONCILIATION
Net Income (Loss)		$	3,935,906		$	15,445,688			$	32,647,548		$	(3,906,181	)
Interest Expense (net)		$	106,185		$	571,577			$	311,133		$	2,533,326
Financing expense		$	4,675,199		$	-			$	4,675,199		$	-
Depreciation & Amortization		$	510,535		$	395,401			$	1,216,834		$	1,158,770
Taxes		$	492,246		$	-			$	1,510,499		$	-
EBITDA		$	9,720,071		$	16,412,666			$	40,361,213		$	(214,085	)
Discount for Lack of Marketability (DLOM) loss / (gain)		$	(12,796,644	)	$	-			$	(25,363,645	)	$	-
Price movement on equity investment distribution timing loss		$	10,424,566		$	-			$	10,424,566		$	-
Add: Share based payments		$	2,207,588		$	8,788,650			$	10,758,244		$	12,506,785
ADJUSTED EBITDA		$	9,555,581		$	25,201,316			$	36,180,378		$	12,292,700

All values are in US Dollars.

Below are the Q1 2025 and Q2 2025 quarters for reference in U.S. dollars. (The Company adopted U.S. dollar reporting effective with its June 30, 2025 quarter).

	Three months<br> ended		Three months<br> ended
	June 30, 2025		March 31, 2025

REVENUE RECONCILIATION
Total Revenue (IFRS)	$	13,411,765		$	44,115,956
Price movement on equity investment distribution timing loss	$	-		$	-
Discount for Lack of Marketability (DLOM) loss / (gain)	$	18,718,193		$	(31,285,194	)
ADJUSTED REVENUE	$	32,129,958		$	12,830,762
NET LOSS (INCOME) RECONCILIATION
Net Income (Loss)	$	(1,288,178	)	$	29,999,820
Price movement on equity investment distribution timing loss	$	-		$	-
Discount for Lack of Marketability (DLOM) loss / (gain)	$	18,718,193		$	(31,285,194	)
ADJUSTED NET INCOME (LOSS)	$	17,430,015		$	(1,285,374	)
EBITDA RECONCILIATION
Net Income (Loss)	$	(1,288,178	)	$	29,999,820
Interest Expense (net)	$	115,253		$	89,695
Financing expense	$	-		$	-
Depreciation & Amortization	$	333,098		$	373,201
Taxes	$	271,801		$	746,452
EBITDA	$	(568,026	)	$	31,209,168
Discount for Lack of Marketability (DLOM) loss / (gain)	$	18,718,193		$	(31,285,194	)
Price movement on equity investment distribution timing loss
Add: Share based payments	$	3,435,448		$	5,115,208
ADJUSTED EBITDA	$	21,585,615		$	5,039,182

All values are in US Dollars.

Liquidityand Capital Resources

In management’s view, given the nature of the Company’s operations, the most relevant financial information relates primarily to current liquidity, solvency and planned expenditures. The Company’s financial success will be dependent upon the execution and development of its new investment strategy and business operations. Such execution and development may take years to complete and the amount of resulting income, if any, is difficult to determine.

To date, the Company has not had any negative impacts to the Company’s digital assets holdings with the bankruptcies of Celsius, Voyager and Blockfi, with the exception of a small exposure to FTX as it held some of its own digital assets on the exchange. The Company has repaid its loans from cash flow generated by the business.

The Company loaned and staked more digital assets in 2025 compared to 2024 and as a result the Company earned more revenue via staking and lending. Higher AUM in the Company’s fee earning ETPs in 2025 compared to 2024 resulted in higher management fees. Overall, the Company’s total revenues improved in 2025 as a result of improving digital asset markets.

The Company relies upon various sources of funds for its ongoing operating activities. These resources include operating profits, proceeds from dispositions of investments, interest and dividend income from investments and equity financings. The $100 million registered direct equity offering which closed on September 26, 2025, in management’s opinion provided the Company significant additional working capital to manage under all market conditions and for initiatives to generate future growth.

Loans Payable

Operating Segments

The Company operates in various business lines based on where the subsidiaries operate. Valour operates the Company’s ETPs business line which involves issuing ETPs, hedging against the underlying digital asset, lending and staking of digital assets and management fees earned on the ETPs. DeFi Bermuda operates the Company’s Venture portfolio and node business lines. DeFi Alpha is a specialized trading desk with the sole focus of identifying low-risk arbitrage opportunities within the crypto ecosystem. Reflexivity Research operates the Company’s research firm and Stillman Digital and Stillman Bermuda operate the trading platform.

Information about the Company’s assets by segment is detailed below.

September 30, 2025	DeFi		Reflexivity		Stillman Digital		Neuronomics		Valour Inc
Cash		94,046,289		12,126		1,812,721		21,726		23,648,221	119,541,083
Client cash deposits		-		-		5,387,686		-		-	5,387,686
Public investments, at fair value through profit and loss		-		-		-		-		-	-
Prepaid expenses		1,073,753		72,024		3,030,202		49,873		1,146,596	5,372,448
Digital assets, digital assets loaned, and digital assets staked		-		92,230		12,600,087		-		776,562,524	789,254,841
Equity instruments		-		-		-		-		193,964,955	193,964,955
Right-of-use assets		-		-		-		-		3,155,401	3,155,401
Other non-current assets		42,777,192		-		-		15,705		42,291,150	85,084,047
Total assets		137,897,234		176,380		22,830,696		87,304		1,040,768,847	1,201,760,461
Accounts payable and accrued liabilities		4,902,730		68,825		3,571,409		146,739		910,296	9,599,999
Loans payable		-		-		-		-		12,813,123	12,813,123
Trading liabilities		-		-		16,007,678		-		-	16,007,678
Warrant liability		53,264,837		-		-		-		-	53,264,837
Lease liability		-		-		-		-		3,232,010	3,232,010
ETP holders payable		-		-		-		-		989,124,847	989,124,847
Total liabilities		58,167,567		68,825		19,579,087		146,739		1,006,080,276	1,084,042,494
December 31, 2024	DeFi		Reflexivity		Stillman Digital		Valour Inc		Total
---	---	---	---	---	---	---	---	---	---	---
Cash		1,771,331		151,150		1,155,607		12,853,437		15,931,525
Client cash deposits		-		-		10,665,147		-		10,665,147
Prepaid expenses		547,856		72,017		701,222		476,629		1,797,724
Public investments, at fair value through profit and loss		778,085		-		-		-		778,085
Digital assets, digital assets loaned, and digital assets staked		530,601		158,649		5,718,748		549,430,902		555,838,900
Equity instruments		-		-		-		257,425,063		257,425,063
Property, plant and equipment		-		-		-		103		103
Other non-current assets		36,054,408		-		-		40,100,722		76,155,130
Total assets		39,682,281		381,816		18,240,724		860,286,856		918,591,677
Accounts payable and accrued liabilities		2,336,456		194,014		577,997		373,997		3,482,464
Loans payable		-		-		-		9,693,294		9,693,294
Trading liabilities		-		-		15,109,375		-		15,109,375
ETP holders payable		-		-		-		871,162,347		871,162,347
Total liabilities		2,336,456		194,014		15,687,372		881,229,638		899,447,480

Information about the Company’s revenues and expenses by segment is detailed below:

Nine months ended September 30, 2025
Staking and lending income	-		45		-		-		24,080,704		24,080,749
Trading commissions	-		-		6,230,864		-		-		6,230,864
Management fees	-		-		-		123,706		7,423,701		7,547,407
Research revenue	-		468,000		-		-		-		468,000
Advisory revenue	192,407		-		-		-		-		192,407
Revenues excluding realized and net change in unrealized gains (losses)	192,407		468,045		6,230,864		123,706		31,504,405		38,519,427
Realized and net change in unrealized gains and (losses) on digital assets	(688,740	)	5,897		302,647		-		29,711,174		29,330,978
Realized and net change in unrealized gain on equity investments	-		-		-		-		18,207,491		18,207,491
Realized and net change in unrealized gains and (losses) on ETP payables	-		-		-		-		(6,002,344	)	(6,002,344	)
Revenues from realized and net change in unrealized gains (losses)	(688,740	)	5,897		302,647		-		41,916,321		41,536,125
Total revenues	(496,333	)	473,942		6,533,511		123,706		73,420,726		80,055,552
Expenses
Operating, general and administration	11,806,388		530,314		3,854,606		210,211		6,667,122		23,068,641
Share based payments	10,758,244		-		-		-				10,758,244
Depreciation - property, plant and equipment	-		-		1,563		-		103		1,666
Amortization - right-of-use asset	-		-		-		-		51,180		51,180
Amortization - intangibles	1,118,886		-		5,291		39,811		-		1,163,988
Fees and commissions	19,303		-		702,496		-		5,214,833		5,936,632
Foreign exchange (gain) loss	(15,030	)	-		(28	)	5,911		(358,112	)	(367,259	)
											-
Total operating expenses	23,687,791		530,314		4,563,928		255,933		11,575,126		40,613,092
Operating income (loss)	(24,184,124	)	(56,372	)	1,969,583		(132,227	)	61,845,600		39,442,460
Realized (loss) on investments, net	(481,828	)	-		-		-		181,024		(300,804	)
Unrealized (loss) on investments, net	2,723		-		-		-		-		2,723
Interest income	29,371		-		1,360		33,278		410		64,419
Finance costs	(504	)	-		(1,353	)	(582	)	(373,113	)	(375,552	)
Financing expense	(4,675,199	)	-		-		-		-		(4,675,199	)
Total other (expenses) income	(5,125,437	)	-		7		32,696		(191,679	)	(5,284,413	)
Net income (loss) for the period before taxes	(29,309,561	)	(56,372	)	1,969,590		(99,531	)	61,653,921		34,158,047
Current taxes	347,990		13,543		1,147,876		779		311		1,510,499
Net income (loss) after tax	(29,657,551	)	(69,915	)	821,714		(100,310	)	61,653,610		32,647,548
Other comprehensive income (loss)
Foreign currency translation (loss) gain	-		-		-		-		1,142,502		1,142,502
Net (loss) income and comprehensive (loss) income for the period	(29,657,551	)	(69,915	)	821,714		(100,310	)	62,796,112		33,790,050

Capital Management

The Company considers its capital to consist of share capital, equity reserve and deficit. The Company’s objectives when managing capital are:

●	to allow the Company to respond to changes in economic and/or<br>marketplace conditions by maintaining the Company’s ability to purchase new investments;
●	to give shareholders sustained growth in value by increasing<br>shareholders’ equity; while
---	---
●	taking a conservative approach towards financial leverage<br>and management of financial risks.
---	---

●	raising capital through equity financings; and
●	realizing proceeds from the disposition of its investments
---	---

The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than (a) CBOE Canada (formerly the NEO Exchange) which requires one of the following to be met: (i) shareholders’ equity of at least CAD$2.5 million, (ii) net income from continuing operations of at least CAD$375,000, (iii) market value of listed securities of at least $25 million, or (iv) assets and revenues of at least CAD$25 million and (b) Nasdaq Capital Market which requires, one of the following to be met: (i) shareholder equity of at least $2.5 million, (ii) market value of listed securities of at least $35 million or (iii) net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently competed fiscal years.

There were no changes to the Company’s capital management during the three and nine months ended September 30, 2025.

Commitments

Management Contract Commitments

Legal Commitments

Summaryof Quarterly Results

The following is a summary of the Company’s financial results for the eight most recently completed quarters:

	30-Sep-25		30-Jun-25		31-Mar-25		31-Dec-24			30-Sep-24		30-Jun-24			31-Mar-24			31-Dec-23
Revenue		22,527,831	$	13,411,765	$	44,115,956	$	4,171,351		$	14,819,894	$	25,193,992		$	(3,593,787	)	$	6,333,984
Net income (loss) and comprehensive income (loss)	$	2,992,998	$	866,524	$	30,729,159	$	(7,906,907	)	$	14,663,949	$	(5,971,601	)	$	(14,098,117	)	$	1,049,106
Income (loss) per Share - basic		0.01		-		0.09		0.11			0.06		(0.02	)		(0.05	)		-
Income (loss) per Share - diluted		0.01		-		0.08		0.12			0.05		(0.02	)		(0.05	)		-
Total Assets	$	1,201,760,461	$	874,051,988	$	723,514,763	$	917,869,655		$	685,285,551	$	573,679,281		$	724,871,388		$	444,547,993
Total Long Term Liabilities	$	2,691,216	$	0	$	0	$	0		$	0	$	0		$	0		$	0

SELECTED ANNUAL INFORMATION

The highlights of financial data for the Company for the three most recently completed financial years are as follows:

****		****		****	31-Dec-22		****
(a) Net Revenue	40,380,440		7,565,884		$	(10,943,239	)
(b) Net Income (Loss) and Comprehensive Income (Loss)
(i) Total income (loss)	(24,563,250	)	(17,040,666	)	$	(50,688,769	)
(ii) Income (loss) per share – basic	0.10		0.07		$	(0.24	)
(iii) Income (loss) per share – diluted	0.10		0.07		$	(0.24	)
(c) Total Assets	918,591,677		447,202,285		$	143,232,990
(d) Total Liabilities	899,447,480		433,612,578		$	122,627,582

OffBalance Sheet Arrangements

There are no off-balance sheet arrangements to which the Company is committed.

RelatedParty Transactions

a)	The consolidated financial statements include the financial statements of the Company and its subsidiaries<br>and its respective ownership listed below:
	% equity interest
---	---	---
DeFi Holdings (Bermuda) Ltd.		100
DeFi Middle East DMCC		100
Reflexivity LLC		100
Valour Inc.		100
Valour Europe AG		100
Stillman Digital Inc.		100
Stillman Bermuda Ltd.		100
Neuronomics AG		52.5
CoreFi Strategy Corp. (dissolved in October 2025)		100
Valour Digital Securities Limited		0
b)	Compensation of key management personnel of the Company (continued)
---	---

	Three months ended<br> September 30,				Nine months ended<br> September 30,
	2025		2024		2025		2024
Short-term benefits	$	1,355,048	$	242,900	$	2,473,981	$	728,698
Shared-based payments		471,665		665,786		1,385,945		2,068,497
	$	1,826,713	$	908,686	$	3,859,926	$	2,797,195

More detailed information regarding the compensation of officers and directors of the Company is disclosed in the management information circular and such information is incorporated by reference herein. The management information circular is available under profile of the Company on SEDAR+ at www.sedarplus.ca

c)	During the year ended December 31, 2024, the Company incurred $59,439 in legal fees to a firm in which<br>a director of the Company is a partner. At December 31, 2024, the Company had recorded $nil in accounts payable and accrued liabilities<br>related to these legal expenses incurred in the ordinary course of business with this law firm.

During the year ended December 31, 2024, Valour purchased 1,320,130 USDT for EUR1,213,237 from a former director of Valour.

During the year ended December 31, 2024, the Company paid management US$20,000,000 and 3,998,508 DeFi shares valued at US$6,273,870 related to DeFi Alpha trading profits.

d)	The Company’s directors and officers may have investments in and hold management and/or director<br>and officer positions in some of the investments that the Company holds. The following is a list of total investments and the nature of<br>the relationship of the Company’s directors or officers with the investment as of September 30, 2025 and December 31, 2024.
Investment	Nature of relationship to invesment	Estimated <br> Fair Value
---	---	---	---
ZKP Corporation*	Director (Olivier Roussy Newton) of investee	$	1,000,000
Global Benchmarks AB*	Share ownership of investee by directors (Oliver Roussy Newton & Per Von Rosen)		199,875
Total investment - September 30, 2025		$	1,000,000
*	Private company
---	---
Investment	Nature of relationship to invesment	Estimated <br><br>Fair Value
---	---	---	---
Brazil Potash Corporation	Officer (Ryan Ptolemy) of investee	$	778,085
ZKP Corporation*	Director (Olivier Roussy Newton) of investee		1,000,000
Total investment - December 31, 2024		$	1,778,085

*	Private company

FinancialInstruments and Other Instruments

Financial assets and financial liabilities as at September 30, 2025 and December 31, 2024 are as follows:

****	Asset / (liabilities) at amortized cost		****	Assets /(liabilities) at fair value through profit/(loss)		****	Total		****
December 31, 2024
Cash	$	15,931,525		$	-		$	15,931,525
Client Cash Deposits		10,665,147			-			10,665,147
Digital assets, digital assets loaned, and digital assets staked		-			555,838,900			555,838,900
Equity investments		-			257,425,063			257,425,063
Public investments		-			778,085			778,085
Private investments		-			37,348,081			37,348,081
Accounts payable and accrued liabilities		(3,482,464	)		-			(3,482,464	)
Loan payable		(9,693,294	)		-			(9,693,294	)
Trading liabilities		-			(15,109,375	)		(15,109,375	)
ETP holders payable		-			(871,162,347	)		(871,162,347	)
September 30, 2025
Cash	$	119,541,083		$	-		$	119,541,083
Client Cash Deposits		5,387,686			-			5,387,686
Digital assets, digital assets loaned, and digital assets staked		-			789,254,841			789,254,841
Equity investments		-			193,964,955			193,964,955
Private investments		-			43,977,068			43,977,068
Accounts payable and accrued liabilities		(9,599,999	)		-			(9,599,999	)
Loan payable		(12,813,123	)		-			(12,813,123	)
Trading liabilities		-			(16,007,678	)		(16,007,678	)
Warrant liability		-			(53,264,837	)		(53,264,837	)
ETP holders payable		-			(989,124,847	)		(989,124,847	)

Credit risk

Regulatory Risks

Custodian Risks

Liquidity risk

The Company manages liquidity risk by maintaining adequate cash balances and liquid investments and digital assets. The Company continuously monitors and reviews both actual and forecasted cash flows, and also matches the maturity profile of financial and non-financial assets and liabilities. As at September 30, 2025, the Company had current assets of $948,385,427 (December 31, 2024 - $710,993,671) to settle current liabilities of $1,081,351,278 (December 31, 2024 - $899,447,480).

The following table shows the Company’s source of liquidity by assets / (liabilities) as at September 30, 2025 and December 31, 2024:

	September 30, 2025
	Total			Less than<br><br> 1 year			1-3 years
Cash	$	119,541,083		$	119,541,083		$	-
Client cash deposits		5,387,686			5,387,686			-
Prepaid expenses		5,372,448			5,372,448			-
Digital assets, digital assets loaned, and digital assets staked		789,254,841			720,051,687			69,203,154
Private investments		43,977,068			-			43,977,068
Equity investments		193,964,955			98,042,523			95,922,432
Accounts payable and accrued liabilities		(9,599,999	)		(9,599,999	)		-
Loan payable		(12,813,123	)		(12,813,123	)		-
Trading liabilities		(16,007,678	)		(16,007,678	)
Warrant liabilities		(53,264,837	)		(53,264,837	)		-
ETP holders payable		(989,124,847	)		(989,124,847	)		-
Total assets / (liabilities)	$	76,687,597		$	(132,415,057	)	$	209,102,654
	December 31, 2024
---	---	---	---	---	---	---	---	---
	Total			Less than <br><br>1 year			1-3 years
Cash	$	15,931,525		$	15,931,525		$	-
Client cash deposits		10,665,147			10,665,147			-
Public Investments		778,085			778,085			-
Prepaid expenses		1,797,724			1,797,724			-
Digital assets, digital assets loaned, and digital assets staked		555,838,900			555,504,190			334,710
Private investments		37,348,081			-			37,348,081
Equity investments		257,425,063			126,317,000			131,108,063
Accounts payable and accrued liabilities		(3,482,464	)		(3,482,464	)		-
Loan payable		(9,693,294	)		(9,693,294	)		-
Trading liabilities		(15,109,375	)		(15,109,375	)
ETP holders payable		(871,162,347	)		(871,162,347	)		-
Total assets / (liabilities)	$	(19,662,955	)	$	(188,453,809	)	$	168,790,854

Market risk

Market risk is the risk that the fair value of, or future cash flows from, the Company’s financial instruments will significantly fluctuate because of changes in market prices.

(a)	Price and concentration risk

The Company is exposed to market risk in trading its investments and unfavourable market conditions could result in dispositions of investments at less than favorable prices. In addition, most of the Company’s investments are in the technology and resource sector. As of September 30, 2025, the Company had no investments exposed to market risk (December 31, 2024 – one investment of 3.4%).

(b)	Interest rate risk

(c)	Currency risk

Currency risk is the risk that the fair value of, or future cash flows from, the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. The Company’s operations are exposed to foreign exchange fluctuations, which could have a significant adverse effect on its results of operations from time to time. The Company’s foreign currency risk arises primarily with respect to United States dollar, Euro, Swiss Franc, Swedish Krona and British Pound. Fluctuations in the exchange rates between this currency and the Canadian dollar could have a material effect on the Company’s business, financial condition and results of operations. The Company does not engage in any hedging activity to mitigate this risk. The Company reduces its currency risk by maintaining minimal cash balances held in foreign currency.

As at September 30, 2025 and December 31, 2024, the Company had the following financial and non-financial assets and liabilities, (amounts posted in Canadian dollars) denominated in foreign currencies:


	Canadian Dollars			British <br> Pound		Swiss Franc			Swedish Krona			European<br> Euro			Arab Emirates<br> Dirham
Cash	$	93,387,147		$	1,063	$	5,173,374		$	13,972,983		$	4,275,841		$	194,958
Private investments		5,127,166			-		36,650,027			-			-			-
Prepaid investment		880,423			-		57,703			-			-			26,391
Accounts payable and accrued liabilities		(4,823,105	)		-		(198,225	)		-			(26,603	)		(10,275	)
ETP holders payable		-			-		-			(201,397,741	)		(3,978,524	)		-
Net assets (liabilities)	$	94,571,631		$	1,063	$	41,682,879		$	(187,424,758	)	$	270,714		$	211,074

****	****	December 31, 2024																						****
****	****	Canadian Dollars		****	****	British Pound		****	****	Swiss Franc		****	****	Swedish Krona		****	****	European Euro		****	****	Arab Emirates Dirham		****
Cash		$	1,768,319			$	-			$	3,573,221			$	6,823,399			$	2,533,427			$	61,252
Private investments			1,367,716				-				35,457,990				-				-				-
Prepaid investment			447,753				-				-				-				-				-
Accounts payable and accrued liabilities			(1,695,248	)			(55,416	)			(247,501	)			-				(15,562	)			-
Net assets (labilities)		$	1,888,540			$	(55,416	)		$	38,783,710			$	6,823,399			$	2,517,865			$	61,252

A 10% increase (decrease) in the value of the Canadian dollar against all foreign currencies in which the Company held financial instruments as of September 30, 2025 would result in an estimated increase (decrease) in net income of approximately $5,069,000, (December 31, 2024 - $5,002,000).

(d)	Digital currency risk factors: Perception, Evolution, Validation and Valuation

Having a finite supply (in the case of many but not all digital currencies), the more people who want to own that digital currency, the more the market price increases and vice-versa.

(e)	Fair value of financial instruments

The Company has determined the carrying values of its financial instruments as follows:

i.	The carrying values of cash, amounts receivable, accounts payable and accrued liabilities approximate their fair values due to the<br>short-term nature of these instruments.
ii.	Public and private investments are carried at amounts in accordance with the Company’s accounting policies as set out in Note<br>2 in the Company’s December 31, 2024 financial statements.
---	---
iii.	Digital assets classified as financial assets relate to USDC which is measured at fair value.
---	---

	Level 1<br> (Quoted Market<br> price)		Level 2<br> (Valuation<br> technique -observable<br> market Inputs)		Level 3<br> (Valuation<br> technique -<br> non-observable market<br> inputs)		Total
Privately traded invesments	$	-	$	-	$	37,348,081	$	37,348,081
Digital assets		-		555,838,900				555,838,900
Equity investments		-		-		257,425,063		257,425,063
Publicly traded investments		778,085		-		-		778,085
December 31, 2024	$	778,085	$	555,838,900	$	294,773,144	$	851,390,129
Privately traded invesments	$	-	$	-	$	43,977,068	$	43,977,068
Digital assets		-		789,254,841		-		789,254,841
Equity investments		-		-		193,964,955		193,964,955
September 30, 2025	$	-	$	789,254,841	$	237,942,023	$	1,027,196,864

Level 1 Hierarchy

The following table presents the changes in fair value measurements of financial instruments classified as Level 1 during the periods ended June 30, 2025 and December 31, 2024. These financial instruments are measured at fair value utilizing non-observable market inputs. The net realized losses and net unrealized gains are recognized in the statements of loss.

	September 30,		****	December 31,
Level 1 investments, financial assets at fair value	2025			2024
Opening balance	$	778,085		$	-
Realized loss on investments		(300,804	)		-
Transferred from level 3		-			778,085
Investments sold		(477,281	)		-
	$	-		$	778,085

Level 2 Hierarchy

		September 30,				December 31,
Level 2 investments, financial assets at fair value	****	2025		****	****	2024		****
Opening balance		$	555,838,900			$	370,469,700
Digital assets acquired			234,966,522				401,118,676
Digital assets disposed			(62,303,444	)			(514,217,138	)
Digital assets earned from staking, lending and fees			10,849,531				26,075,436
Realized gain on digital assets			76,076,707				306,744,938
Unrealized losses on digital assets			(46,745,729	)			(34,372,022	)
Digital assets transferred in from level 3			22,301,756				-
Fees and other			(1,729,402	)			19,310
		$	789,254,841			$	555,838,900

Level 3 Hierarchy

		September 30,				December 31,
Level 3 investments, financial assets at fair value	****	2025		****	****	2024		****
Opening balance		$	294,773,144			$	32,717,095
Purchases			6,100,504				173,814,141
Transferred to level 1			-				(778,085	)
Acquired as subsidiary			(379,906	)			-
Realized gain			23,021,334				83,723,906
Unrealized (loss)/ gain			(4,811,120	)			5,296,087
Equity investments from staking fees			13,231,218				-
Management fees on equity investments			(911,242	)			-
Transferred to level 2			(22,301,756	)			-
Foreign exchange gain			905,666				-
Equity investments disposed			(71,685,819	)			-
		$	237,942,023			$	294,773,144

The following table presents the fair value, categorized by key valuation techniques and the unobservable inputs used within Level 3 as at September 30, 2025 and December 31, 2024.

Description	Fair value		Valuation technique	Significant unobservable input(s)	Range of significant unobservable input(s)
3iQ Corp.	$	300,460	Recent financing	Marketability of shares	0% discount
Luxor Technology Corporation		500,050	Recent financing	Marketability of shares	0% discount
Neuronomics AG		89,581	Recent financing	Marketability of shares	0% discount
Amina Bank		35,457,990	Market approach	Marketability of shares	0% discount
ZKP Corporation		1,000,000	Recent financing	Marketability of shares	0% discount
Equity Investments in digital		257,425,063	Market approach	Discount for lack of marketability	25% discount
December 31, 2024	$	294,773,144
Luxor Technology Corporation	$	516,861	Recent financing	Marketability of shares	0% discount
Amina Bank		36,650,028	Market approach	Marketability of shares	0% discount
ZKP Corporation		1,000,000	Recent financing	Marketability of shares	0% discount
Global Benchmarks AB		199,875	Recent financing	Marketability of shares	0% discount
CH Technical Solutions SA		3,891,966	Recent financing	Marketability of shares	0% discount
TenX Protocols Inc.		718,339	Recent financing	Marketability of shares	0% discount
Canada Stablecorp Inc.		499,999	Recent financing	Marketability of shares	0% discount
Continental Stable Coin		500,000	Recent financing	Marketability of shares	0% discount
Equity Investments in digital		193,964,955	Market approach	Discount for lack of marketability	19% discount
September 30, 2025	$	237,942,023

3iQ Corp. (“3iQ”)

Amina Bank AG (“Amina”)

On January 14, 2022, the Company invested $25,286,777 (CAD$34,498,750) to acquire 3,906,250 non-votes shares of Amina. As at September 30, 2024, the valuation of Amina was based on a market approach which is indicative of being the fair market value. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2025. As at September 30, 2025, a +/- 10% change in the fair value of Amina will result in a corresponding +/- $3,665,003 (December 31, 2024 +/- $3,545,798) change in the carrying amount.

Earnity Inc. (“Earnity”)

Luxor Technology Corporation (“LTC”)

SDK:Meta LLC

$nil) change in the carrying amount.

Skolem Technologies Ltd. (“STL”)

$nil) change in the carrying amount.

VolMEX Labs Corporation (“VLC”)

ZKP Corporation (“ZKP”)

Global Benchmarks AB (“Global Benchmarks”)

CH Technical Solutions SA (“CH Technical”)

TenX Protocols Inc. (“TenX”)

Canada Stablecorp Inc.

Continental Stable Coin

Equity Investments in Digital Assets Funds at FVTPL (“Equity Investments”)

Digital asset risk

(a)	Digital currency risk factors: Risks due to the technical design of cryptocurrencies

(b)	Digital currency risk factors: Ownership, Wallets

-	Hardware wallets are USB-like hardware devices with a small screen built specifically for handling private<br>keys and public keys/addresses.
-	Paper wallets are simply paper printouts of private and public<br>addresses.
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-	Desktop wallets are installable software programs/apps downloaded from the internet that hold your private<br>and public keys/addresses.
---	---
-	Mobile wallets are wallets installed on a mobile device and are thus always available and connected to<br>the internet.
---	---
-	Web wallets are hot wallets that are always connected to the internet that can be stored in a browser<br>or can be “hosted” by third party providers such as an exchange.
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(c)	Digital currency risk factors: Political, regulatory risk and<br>technology in the market of digital currencies
---	---

The legal status of digital currencies, inter alia Bitcoin varies between different countries. The lack of consensus concerning the regulation of digital currencies and how such currencies shall be handled tax wise causes insecurity regarding their legal status. As all digital currencies remain largely unregulated assets, there is a risk that politics and future regulations may negatively impact the market of digital currencies and companies operating in such markets. It is impossible to estimate how politics and future regulations may affect the market. However, future regulations and changes in the legal status of the digital currencies is a political risk which may affect the price development of the tracked digital currencies.

OutstandingShare Data

As of November 12, 2025, the following securities are outstanding:

Authorized unlimited common shares without par value – 385,877,975 are issued and outstanding.

Authorized 20,000,000 preferred shares, at 9% cumulative dividends, non-voting, non-participating, non-redeemable, non-retractable, and non-convertible – 4,500,000 are issued and outstanding.

Stock options and convertible securities outstanding are as follows:

Stock Options:

19,837,217 with an exercise price ranging from CAD$0.09 to CAD$4.97 expiring between November 16, 2025 and July 11, 2030.

Warrants:

20,000,000 with an exercise price of CAD$0.20 expiring on November 6, 2028.

34,246,577 with an exercise price of US$2.63 expiring on September 26, 2028.

Deferred share units:

9,679,942 with vesting terms ranging from six months to three years.

Restricted share units:

1,932,500 with vesting terms of two years

Performance share units:

200,000 with vesting term of ten months

Risksand Uncertainties

The Company is exposed to a number of risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. The following outlines certain risk factors specific to the Company. These risk factors could materially affect the Company’s future results and could cause actual events to differ materially from those described in forward–looking information relating to the Company. Please also refer to the Company’s AIF for the year ended December 31, 2024 filed on SEDAR+ for a full description of the Company’s risks in addition to those highlighted below.

Staking and Lending of Cryptocurrencies,DeFi Protocol Tokens or other Digital Assets

The Company (or entities the Company makes Equity Investments in Digital Assets in) may stake or lend digital assets to third parties or affiliates. The digital assets that are “staked” will earn rewards in the form of additional digital assets, which will accrue to the validator address, but neither the rewards nor the principal allocation of digital assets can be withdrawn for a predetermined period of time, and as a result, the liquidity of such digital assets will be limited. On termination of the staking arrangement or loan, the counterparty is required to return the digital assets to the owner; any gains or loss in the market price during the period would inure to the owner. Such limitations on liquidity could prevent the disposal of the applicable digital asset during certain periods. Liquid digital assets that are staked are maintained outside of cold storage during the staking process, locked into a smart contract and will generally not be maintained with a qualified custodian while being staked. The owner of the staked digital asset is provided with withdrawal keys that allow retrieval of the staked liquid tokens once withdrawals have been activated by the relevant protocol, and on a defined timeline with daily limits on the number of digital assets that can be withdrawn. Withdrawal keys will be held by a qualified custodian, but the additional complexities of staking liquid digital assets can increase the risk of loss. Staked liquid tokens are also subject to higher risk of loss or theft due to malicious actions, network interruptions, or a failure by third-party validators to validate transactions. Staking creates exposure to smart contracts. Smart contracts are subject to certain risks and may result in losses stemming from errors, bugs or other failures. Staking provides no guarantee of return nor are there currently efficient ways to insure against such risks. To the extent that smart contract insurance is available, it may not cover all risks related to staking of the applicable digital asset, engaging with smart contracts, or other opportunities utilized.

In the event of the bankruptcy of the counterparty, the Company could experience delays in recovering its digital assets. In addition, to the extent that the value of the digital assets increases during the term of the loan, the value of the digital assets may exceed the value of collateral provided to the Company, exposing the Company to credit risks with respect to the counterparty and potentially exposing the Company to a loss of the difference between the value of the digital assets and the value of the collateral. If a counterparty defaults under its obligations with respect to a loan of digital assets, including by failing to deliver additional collateral when required or by failing to return the digital assets upon the termination of the loan, the Company may expend significant resources and incur significant expenses in connection with efforts to enforce the staking or loan agreement, which may ultimately be unsuccessful.

Furthermore, the Company and its affiliates may also pledge and grant security over its digital assets to secure loans. In the event that the Company or its affiliates defaults under its obligations with respect to the loan, including failure to repay the principal amount of the loan or accrued interest, lenders may realize upon its security and take possession of such pledged digital assets.

The digital assets that are staked (if such staking requires the locking up of the assets), loaned or pledged to third parties by the Company include digital assets held by Valour for the purposes of hedging its ETPs. The Company is exposed to a potentially significant liquidity risk if, for example, the aggregate sale of ETPs exceeds the quantum of uncommitted cryptocurrency available to the Company to satisfy such sale requests. A similar risk applies with respect to individual reserves of each type of cryptocurrency should the sale of ETPs, and correspondingly, the underlying cryptocurrency, exceed the Company’s available reserves.

Custody Risk

The Company uses multiple custodians (or third-party “wallet providers”) to hold digital assets for its DeFi Ventures business line, its digital assets in treasury as well as for digital assets underlying Valour ETPs. Such custodians may or may not be subject to regulation by U.S. state or federal or non-U.S. governmental agencies or other regulatory or self-regulatory organizations. The Company could have a high concentration of its digital assets in one location or with one custodian, which may be prone to losses arising out of hacking, loss of passwords, compromised access credentials, malware or cyberattacks. Custodians may not indemnify us against any losses of digital assets. Digital assets held by certain custodians may be transferred into “cold storage” or “deep storage,” in which case there could be a delay in retrieving such digital assets. The Company may also incur costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian could materially and adversely affect our trading execution, the value of our and the value of any investment in our common shares. Furthermore, there is, and is likely to continue to be, uncertainty as to how U.S. and non-U.S. laws will be applied with respect to custody of cryptocurrencies and other digital assets held on behalf of clients. For example, U.S.- regulated investment advisers may be required to keep client “funds and securities” with a “qualified custodian”; there remain numerous questions about how to interpret and apply this rule, and how to identify a “qualified custodian” of, digital assets, which are obviously kept in a different way from the traditional securities with respect to which such rules were written. The uncertainty and potential difficulties associated with this question and related questions could materially and adversely affect our ability to continuously develop and launch our business lines. The Company may also incur costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian could materially and adversely affect the execution of hedging ETPs, the value of the Company’s assets and the value of any investment in the Common Shares.

Cryptocurrencies, DeFi Protocol Tokensand Digital Assets Momentum Pricing Risk

Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. Cryptocurrency and DeFi protocol token market prices are determined primarily using data from various exchanges, over-the-counter markets, and derivative platforms. Momentum pricing may have resulted, and may continue to result, in speculation regarding future appreciation in the value of cryptocurrencies and DeFi Protocol tokens inflating and making their market prices more volatile. As a result, they may be more likely to fluctuate in value due to changing investor confidence in future appreciation (or depreciation) in their market prices, which could adversely affect the value of the Company’s cryptocurrency and DeFi protocol token inventory and thereby affect the Company’s shareholders.

The profitability of our operations will be significantly affected by changes in prices of cryptocurrencies, DeFi protocol tokens and other digital assets. Any declines in the volume of digital asset transactions, the price of digital assets, or market liquidity for digital assets generally may adversely affect our operating results. Cryptocurrencies, DeFi protocol tokens and other digital assets prices are highly volatile, can fluctuate substantially and are affected by numerous factors beyond our control, including use of such cryptocurrencies, DeFi protocol tokens and other digital assets in the DeFi industry, demand, inflation and expectations with respect to the rate of inflation, global or regional political or economic events. If cryptocurrencies, DeFi protocol tokens and other digital assets prices should decline and remain at low market levels for a sustained period, our financial condition may be adversely affected, and we could determine that it is not economically feasible to continue activities.

The price and trading volume of any digital asset is subject to significant uncertainty and volatility, depending on several factors, including, but not limited to:

●	changes in liquidity, market-making volume, and trading activities;
●	investment and trading activities of highly active retail and institutional users, speculators, miners,<br>and investors;
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●	decreased user and investor confidence in digital assets and digital asset platforms;
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●	negative publicity or events and unpredictable social media coverage or “trending” of digital<br>assets;
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●	the ability for digital assets to meet user and investor demands;
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●	the functionality and utility of digital assets and their associated ecosystems and networks;
---	---
●	consumer preferences and perceived value of digital asset markets;
---	---
●	regulatory or legislative changes and updates affecting the digital asset economy;
---	---
●	the characterization of digital assets under the laws of various jurisdictions around the world;
---	---
●	the maintenance, troubleshooting, and development of the blockchain networks;
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●	the ability for digital asset networks to attract and retain miners or validators to secure and confirm<br>transactions accurately and efficiently;
●	interruptions in service from or failures of major digital asset platforms;
---	---
●	availability of an active derivatives market for various digital assets;
---	---
●	availability of banking and payment services to support digital asset-related projects;
---	---
●	level of interest rates and inflation;
---	---
●	national and international economic and political conditions;
---	---
●	global digital asset supply;
---	---
●	changes in the software, software requirements or hardware requirements underlying a blockchain network;
---	---
●	competition for and among various digital assets; and
---	---
●	actual or perceived manipulation of the markets for digital assets.
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Cryptocurrencies, DeFi Protocol Tokensand Digital Assets Volatility Risk

As Valour’s ETPs track the market price of digital assets, cryptocurrencies and DeFi protocol tokens, the value of the Common Shares relates partially to the value of such digital assets, cryptocurrencies and DeFi protocol tokens, and fluctuations in the price of cryptocurrencies, DeFi protocol tokens and other digital assets could materially and adversely affect an investment in the Common Shares. Several factors may affect the price of cryptocurrencies, DeFi protocol tokens and other digital assets, including: the total number of cryptocurrencies, DeFi protocol tokens and other digital assets in existence; global cryptocurrency, DeFi protocol tokens and other digital assets demand; global cryptocurrencies, DeFi protocol tokens and other digital assets supply; investors’ expectations with respect to the rate of inflation of fiat currencies; investors’ expectations with respect to the rate of deflation of cryptocurrencies, DeFi protocol tokens and other digital assets; interest rates; currency exchange rates, including the rates at which cryptocurrencies, DeFi protocol tokens and other digital assets may be exchanged for fiat currencies; fiat currency withdrawal and deposit policies of cryptocurrency exchanges and liquidity of such cryptocurrency exchanges; interruptions in service from or failures of major cryptocurrency exchanges; Cyber theft of cryptocurrencies, DeFi protocol tokens and other digital assets from online wallet providers, or other third parties holding digital assets, or news of such theft from such providers or from individuals’ wallets; investment and trading activities of large investors; monetary policies of governments, trade restrictions, currency devaluations and revaluations; regulatory measures, if any, that restrict the use of cryptocurrencies, DeFi protocol tokens and other digital assets as a form of payment or the purchase of cryptocurrencies, DeFi protocol tokens and other digital assets; the availability and popularity of businesses that provide cryptocurrencies, DeFi protocol tokens and other digital assets and blockchain-related services; the maintenance and development of the open-source software protocol of various cryptocurrency or DeFi protocol networks; increased competition from other forms of cryptocurrency or payments services; global or regional political, economic or financial events and situations; expectations among cryptocurrencies, DeFi protocol tokens and other digital assets economy participants that the value of cryptocurrencies, DeFi protocol tokens and other digital assets will soon change; and fees associated with processing a cryptocurrency, DeFi protocol token or other digital asset transaction.

Cryptocurrencies, DeFi protocol tokens and other digital assets have historically experienced significant intraday and long-term price volatility. If cryptocurrency, DeFi protocol token and other digital asset markets continue to be subject to sharp fluctuations, shareholders may experience losses if they need to sell their Common Shares at a time when the price of cryptocurrencies, DeFi protocol tokens and other digital assets is lower than it was when they purchased their Common Shares. In addition, investors should be aware that there is no assurance that cryptocurrencies, DeFi protocol tokens and other digital assets will maintain their long term value in terms of future purchasing power or that the acceptance of cryptocurrencies, DeFi protocol tokens and other digital assets payments by mainstream retail merchants and commercial businesses will continue to grow.

Cybersecurity Threats, Security Breachesand Hacks

As with any other computer code, flaws in cryptocurrency and DeFi protocol source code have been exposed by certain malicious actors. Several errors and defects have been found and corrected, including those that disabled some functionality for users and exposed users’ information. Discovery of flaws in or exploitations of the source code that allow malicious actors to take or create cryptocurrencies and / or DeFi protocol tokens can occur.

Security breaches, computer malware and computer hacking attacks have been a prevalent concern in the Bitcoin and other cryptocurrency exchange market since the launch of the Bitcoin Network. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses, could harm the Company’s business operations or result in loss of the Company’s assets. Any breach of the Company’s infrastructure could result in damage to the Company’s reputation and reduce demand for the Common Shares, resulting in a reduction in the price of the Common Shares. Furthermore, the Company believes that if its assets grow, it may become a more appealing target for security threats, such as hackers and malware.

Any security procedures implemented cannot guarantee the prevention of any loss due to a security breach, software defect or act of God that may be borne by the Company. The security procedures and operational infrastructure of the Company may be breached due to the actions of outside parties, error or malfeasance of an employee of the Company or otherwise, and, as a result, an unauthorized party may obtain access to the Company’s cryptocurrency account, private keys, data or cryptocurrencies. Additionally, outside parties may attempt to fraudulently induce employees of the Company to disclose sensitive information in order to gain access to the Company’s infrastructure. As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, or may be designed to remain dormant until a predetermined event, and often are not recognized until launched against a target, the Company may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of one of the Company’s accounts occurs, the market perception of the effectiveness of the Company could be harmed.

Cryptocurrency Exchanges and other TradingVenues are Relatively New

The Company and its affiliates manages its holdings of cryptocurrency, DeFi protocol tokens and other digital assets through cryptocurrency exchanges. In particular, Valour relies on cryptocurrency exchanges to be able to buy and sell the digital assets which its ETPs track. To the extent that cryptocurrency exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, this could result in a reduction in cryptocurrency prices. Cryptocurrency market prices depend, directly or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared to established, regulated exchanges for securities, derivatives and other currencies. For example, in the past, a number of cryptocurrency exchanges have been closed due to fraud, business failure or security breaches. In many of these instances, the customers of these exchanges were not compensated or made whole for the partial or complete losses of their account balances in such exchanges. While smaller exchanges are less likely to have the infrastructure and capitalization that provide larger exchanges with additional stability, larger exchanges may be more likely to be appealing targets for hackers and “malware” (i.e., software used or programmed by attackers to disrupt computer operation, gather sensitive information, or gain access to private computer systems) and may be more likely to be targets of regulatory enforcement action.

Regulatory Risks

As digital assets have grown in both popularity and market size, governments around the world have reacted differently to digital assets with certain governments deeming them illegal while others have allowed their use and trade. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the ability of the Company to continue to operate. The effect of any future regulatory change on the DeFi ecosystem or any cryptocurrency, project or protocol that the Company may hold is impossible to predict, but such change could be substantial and adverse to the space as a whole, as well as potentially to the Company.

Governments may, in the future, restrict or prohibit the acquisition, use or redemption of cryptocurrencies. Ownership of, holding or trading in cryptocurrencies may then be considered illegal and subject to sanction. Governments may also take regulatory action that may increase the cost and/or subject cryptocurrency mining companies to additional regulation.

The Company has not received any exemptive relief from regulators in Canada. The Company discusses regulatory compliance with its external legal counsel on a regular basis. Investments in the ETPs in the light of their exposure to digital assets must always be assessed by every investor based on the circumstances and legal and regulatory conditions applicable to that investor. An investor governed by such conditions may be subject to limited possibilities to invest in the ETPs and/or experience unforeseeable consequences of a holding in the ETPs. The combination of the nature of Valour’s activities, the markets to which it is exposed, the institutions with which it does business and the securities which it issues makes it particularly exposed to national, international and supranational regulatory action and taxation changes. The scope and requirements of regulation and taxation applicable to the issuer continues to change and evolve and there is a risk that as a result it may prove more difficult or impossible, or more expensive, for Valour to continue to carry on their functions in the manner currently contemplated. This may require that changes are made in the future to the agreements applicable to Valour and may result in changes to the commercial terms of the ETPs and/or the inability to apply for and redeem ETPs and/or compulsory redemption of some or all of the ETPs and/or disruption to the pricing thereof.

Valour Cayman and VDSL are companies which are regulated by various laws and regulations of the Cayman Islands and Jersey, respectively. Valour Cayman and VDSL cannot fully anticipate all changes that in the future may be made to laws and regulations to which Valour Cayman and VDSL are subject to in the future, nor the possible impact of all such changes. Valour Cayman and VDSL’s ability to conduct its business is dependent on the ability to comply with rules and regulations.

If the Company was found to be in breach of regulations applicable to Valour Cayman or VDSL, it could result in fines or adverse publicity which could have a material adverse effect on the business which in turn may lead to decreased results of operations and the company’s financial condition.

Valour Cayman or VDSL’s involvement in such proceedings or settlements as well as potential new legislation or regulations, decisions by public authorities or changes regarding the application of or interpretation of existing legislation, regulations or decisions by public authorities applicable to Valour Cayman or VDSL’s operations, the ETPs and/or the underlying assets, may adversely affect Valour Cayman or VDSL’s business or an investment in the ETPs.

The impact of any detrimental developments in the underlying digital asset’s regulation on Valour Cayman and VDSL’s ETPs becomes evident by considering an ETP’s product nature: An Exchange Traded Product is a financial instrument traded – like a share - on a stock exchange whereby typically the aim is to provide the same return as a specified benchmark or asset (before fees). Although ETPs can take a number of forms (ETFs/ETCs/ETNs), they share some common characteristics. ETPs are designed to replicate the return of an underlying benchmark or asset, with the easy access and tradability of a share or digital asset (that otherwise may only be bought via a decentralized exchange wallet-setup). Investors can benefit from the broad diversification of a benchmark, gaining exposure to hundreds or thousands of individual underlying securities – or digital assets - in a single transaction. Additionally, the wide range of asset classes covered by ETPs opens up more exotic investment areas which historically could only be accessed by institutional investors (such as individual commodities, emerging markets or digital assets). ETPs generally do all this with a lower fee than actively managed funds and therefore compete with traditional index funds on cost.

Valour Cayman’s ETPs are non-interest-bearing debt securities that are designed to track the return of an underlying digital asset. The current Valour ETP program in place does not provide that those securities are collateralised. Although their yield references an underlying benchmark or asset, the ETPs are similar to unsecured, listed bonds. As such, Valour ETPs are entirely reliant on the creditworthiness of Valour as issuing entity. Hence, generally a change in that creditworthiness might negatively impact the value of the ETP, irrespective of the performance of the underlying benchmark or digital asset.

However, the primary appeal of these types of ETPs is that they guarantee exposure to a benchmark or an asset’s return (minus fees) even when the underlying markets or sectors suffer from liquidity shortages. The return is guaranteed by the issuing entity and not reliant on the access (direct or via a directive) to the underlying assets. Unlike physical replication, a synthetic ETP does not hold the underlying assets the product is designed to track. Instead, an ETP issuer like Valour enters into hedging transactions thereby directly or indirectly trading in the underlying assets, entering swap agreements, making investment in funds dedicated to holding the underlying digital assets etc. with a range of counterparties to provide the return of the underlying assets. Consequently, a negative change of regulation (tightening/restriction/prohibition) can have a direct impact on Valour’s issuer activity or – indirectly – by affecting its contractual counterparties. Restrictive and prohibitive regulation may lead to counterparty default, known as counterparty risk. If a counterparty defaults on its obligations under the hedging transactions described above, the ETP would not provide the return of the asset it is designed to track which could also expose investors to losses.

Loss of Foreign Private Issuer Status inthe Future

The Company may in the future lose its foreign private issuer status if a majority of the Common Shares are owned of record in the United States and the Company fails to meet the additional requirements necessary to avoid loss of foreign private issuer status. The regulatory and compliance costs to the Company under U.S. federal securities laws as a U.S. domestic issuer may be significantly more than the costs the Company incurs as a Canadian foreign private issuer eligible to use the multijurisdictional disclosure system. If the Company is not a foreign private issuer, it would not be eligible to use the multijurisdictional disclosure system or other foreign issuer forms and would be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer.

Forward-Looking Information and FOFI MayProve Inaccurate

Readers are cautioned not to place undue reliance on forward-looking information. By their nature forward-looking information and future-orientated financial information and financial outlook information (collectively, “FOFI”) involve numerous assumptions and known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements and/or FOFI or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.

Canada

In Canada, the Canadian Securities Administrators (the “CSA”), the umbrella group for the provincial and territorial securities regulators, have generally taken the position that securities laws apply to cryptocurrencies. The CSA, beginning in 2017, has published a series of Staff Notices outlining their position and explaining how securities laws apply to various aspects of the cryptocurrency industry. Many of those Staff Notices have dealt with cryptocurrency trading platforms and other businesses that hold cryptocurrencies on behalf of clients, which the Company does not do as part of its business.

The CSA has also, however, published Staff Notices focused on the analysis of when a cryptocurrency constitutes a security for securities law purposes. On August 24, 2017 and June 11, 2018, the CSA published CSA Staff Notice 46-307 – Cryptocurrency Offerings and CSA Staff Notice 46- 308 – Securities LawImplications for Offerings of Tokens, respectively, each providing guidance on whether token offerings are subject to Canadian securities laws. While the Company does not create or sell digital assets of its own issue, through its Valour Venture and Valour Infrastructure business lines it holds a number of digital assets from a variety of issuers. In the event that any of these were determined to be securities, it could negatively impact the issuers of those digital assets by making trading subject to prospectus requirements, which could reduce the market price of such assets and therefore devalue the holdings of the Company.

The Company reviews development of the cryptocurrency regulatory environment in the United States on an ongoing basis due to the proximity of the United States to Canada. In comparison to traditional securities or commodities markets, U.S. law and regulation remains thinly developed with respect to financial services provided to the cryptocurrency and digital asset markets. Although recent years have seen some guidance emerge with respect to the question of whether a digital asset constitutes a security for certain purposes under U.S. law, there remains little or no clear legal authority or established practice with respect to the application to digital assets of concepts like staking and lending of cryptocurrency, fungibility, settlement, trade execution and reporting, collateralization rehypothecation, custody, repo, margin, restricted securities, short sales, bankruptcy and insolvency and many others. Some or all of these concepts may be needed for crypto-related marketplaces to continue to grow, mature and attract institutional participants; there can be no assurances that rules and practices for such concepts will develop in the United States in a manner that is timely, clear, favorable to the Company or compatible with other jurisdictions’ regimes in which the Company operates. Furthermore, to the extent the Company offers any of these financial services, emerging regulation or enforcement activity may have a material impact on the Company’s ability to continue providing such service thereby affecting the Company’s revenues and profitability as well as its reputation and resources.

Governments may in the future take regulatory actions that prohibit or severely restrict the right to acquire, own, hold, sell, use or trade cryptocurrencies or to exchange cryptocurrencies for fiat currency. By extension, similar actions by other governments may result in the restriction of the acquisition, ownership, holding, selling, use or trading in the common shares of the Company’s common shares. Such a restriction could result in the Company liquidating its cryptocurrency investments at unfavorable prices and may adversely affect the Company’s shareholders.

U.S. Classification of Digital Assetsand Investment Company Act of 1940

The SEC and its staff have taken the position that certain digital assets fall within the definition of a “security” under the U.S. federal securities laws. The legal test for determining whether any given digital asset is a security is a highly complex, fact-driven analysis that evolves over time, and the outcome is difficult to predict. The SEC generally does not provide advance guidance or confirmation on the status of any particular digital asset as a security. Furthermore, the SEC’s views in this area have evolved over time and it is difficult to predict the direction or timing of any continuing evolution. It is also possible that a change in the governing administration or the appointment of new SEC commissioners could substantially impact the views of the SEC and its staff. Public statements by senior officials at the SEC indicate that the SEC does not intend to take the position that Bitcoin or Ether are securities (in their current form). Bitcoin and Ether are the only digital assets as to which senior officials at the SEC have publicly expressed such a view. Moreover, such statements are not official policy statements by the SEC and reflect only the speakers’ views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other digital asset. With respect to all other digital assets, there is currently no certainty under the applicable legal test that such assets are not securities, notwithstanding the conclusions we may draw based on our risk-based assessment regarding the likelihood that a particular digital asset could be deemed a “security” under applicable laws. Similarly, though the SEC’s Strategic Hub for Innovation and Financial Technology published a framework for analyzing whether any given digital asset is a security in April 2019, this framework is also not a rule, regulation or statement of the SEC and is not binding on the SEC.

Several foreign jurisdictions have taken a broad-based approach to classifying digital assets as “securities,” while other foreign jurisdictions, such as Switzerland, Malta, and Singapore, have adopted a narrower approach. As a result, certain digital assets may be deemed to be a “security” under the laws of some jurisdictions but not others. Various foreign jurisdictions may, in the future, adopt additional laws, regulations, or directives that affect the characterization of digital assets as “securities.” The classification of a digital asset as a security under applicable law has wide-ranging implications for the regulatory obligations that flow from the offer, sale, trading, and clearing of such assets.

Additionally, we do not currently intend to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). If certain digital assets that form a part of our ETPs are determined to be digital assets, we may be obligated to register as an investment company under the Investment Company Act, and we would have to comply with a variety of substantive requirements under the Investment Company Act that impose, among other things:

●	limitations on capital structure;
●	restrictions on specified investments;
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●	prohibitions on transactions with affiliates; and
●	compliance with reporting, record keeping, voting, proxy<br>disclosure and other rules and regulations that would significantly increase our operating expenses.
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Further, the classification of certain digital assets as securities could draw negative publicity and a decline in the general acceptance of the digital asset, which could have a negative effect on our ETPs that contain such digital assets.

Venture Portfolio Exposure

Given the nature of the Company’s Venture activities, the results of operations and financial condition of the Company are dependent upon the market value of the securities, tokens and cryptocurrencies that comprise Venture’s portfolio assets. Market value can be reflective of the actual or anticipated operating results of companies or projects in the portfolio and/or the general market conditions that affect the technology, crypto and DeFi sectors. Various factors affecting these sectors could have a negative impact on the Company’s portfolio of investments and thereby have an adverse effect on its business. Additionally, the Company’s investments are mostly in early stage ventures that may never mature or generate adequate returns or may require a number of years to do so. Junior companies may never achieve commercial success. This may create an irregular pattern in the Company’s investment gains and revenues (if any) and an investment in the Company’s securities may only be suitable for investors who are prepared to hold their investment for a long period of time. Macro factors such as commodity prices, the growth and decline of disruptive technologies, including DeFi technologies, and global political and economic conditions could have an adverse effect on the mining, technological and Defi sectors, thereby negatively affecting the Company’s portfolio of investments. Company and project-specific risks, such as the risks associated with emerging companies and projects in the technology, crypto and DeFi sectors generally, could have an adverse effect on one or more of the investments in the portfolio at any point in time. Company, project and industry-specific risks that materially adversely affect the Company’s investment portfolio may have a materially adverse impact on operating results.

Banks May Cut off Banking Services toBusinesses that Provide Cryptocurrency-related Services

A number of companies that provide cryptocurrency-related services have been unable to find banks that are willing to provide them with bank accounts and banking services. Similarly, a number of such companies have had their existing bank accounts closed by their banks. Banks may refuse to provide bank accounts and other banking services to cryptocurrency related companies or companies that accept cryptocurrencies for a number of reasons, such as perceived compliance risks or costs. The difficulty that many businesses that provide cryptocurrency-related services have and may continue to have in finding banks willing to provide them with bank accounts and other banking services may be currently decreasing the usefulness of cryptocurrencies as a payment system and harming public perception of cryptocurrencies or could decrease its usefulness and harm its public perception in the future. Similarly, the usefulness of cryptocurrencies as a payment system and the public perception of cryptocurrencies could be damaged if banks were to close the accounts of many or of a few key businesses providing cryptocurrency-related services. This could decrease the market prices of cryptocurrencies and adversely affect the value of the Company’s cryptocurrency inventory.

Impact of Geopolitical Events

Crises may motivate large-scale purchases of cryptocurrencies which could increase the price of cryptocurrencies rapidly. This may increase the likelihood of a subsequent price decrease as crisis-driven purchasing behavior wanes, adversely affecting the value of the Company’s cryptocurrency holdings. The possibility of large-scale purchases of cryptocurrencies in times of crisis may have a short-term positive impact on the prices of same. Future geopolitical crises may erode investors’ confidence in the stability of cryptocurrencies and may impair their price performance which would, in turn, adversely affect the Company’s cryptocurrency holdings.

As an alternative to fiat currencies that are backed by central governments, cryptocurrencies are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of buying and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of cryptocurrencies either globally or locally. Large-scale sales of cryptocurrencies would result in a reduction in their market prices and adversely affect the Company’s operations and profitability.

Further Development and Acceptance ofDigital Assets and DeFi Networks

The further development and acceptance of digital assets and other cryptographic and algorithmic protocols governing the issuance of transactions in cryptocurrencies and DeFi Protocols, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The growth of this industry in general, and the use of cryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of such networks may adversely affect the value of the corresponding cryptocurrencies and DeFi Protocol tokens, and thus may adversely affect the Company’s operations. The factors affecting the further development of the industry, include, but are not limited to the following:

●	continued worldwide growth in the adoption and use of cryptocurrencies<br>and DeFi;
●	governmental and quasi-governmental regulation of cryptocurrencies<br>and their use, or restrictions on or regulation of access to and operation of the network or similar cryptocurrency and DeFi systems;
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●	changes in consumer demographics and public tastes and preferences;
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●	the maintenance and development of the open-source software<br>protocol of relevant networks;
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●	the availability and popularity of other forms or methods<br>of buying and selling goods and services, including new means of using fiat currencies;
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●	general economic conditions and the regulatory environment<br>relating to digital assets and decentralized finance; and
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●	negative consumer sentiment and perception of cryptocurrencies.
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Currently, there is relatively small use of digital assets in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect the Company’s operations, investment strategies, and profitability.

As relatively new products and technologies, cryptocurrencies have not been widely adopted, for example as a means of payment for goods and services, by major retail and commercial outlets. Conversely, a significant portion of digital asset demand is generated by speculators and investors seeking to profit from the short-term or long-term holding of digital assets. The relative lack of acceptance of digital assets in the retail and commercial marketplace limits the ability of end-users to use them to pay for goods and services or other direct use cases that may arise. A lack of expansion by cryptocurrencies into retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction in their market prices, either of which could adversely impact the Company’s operations, investment strategies, and profitability. Further, if fees increase for recording transactions in the applicable Blockchain, demand for cryptocurrencies may be reduced and prevent the expansion of the network to retail merchants and commercial businesses, resulting in a reduction in the price of cryptocurrencies.

Trade Errors

We may make, or otherwise be subject to, trade errors. Errors may occur with respect to trades executed on our behalf. Trade errors can result from a variety of situations, including, for example, when the wrong investment is purchased or sold or when the wrong quantity is purchased or sold. Trade errors frequently result in losses, which could be material. To the extent that an error is caused by a third party, we may seek to recover any losses associated with the error, although there may be contractual limitations on any third party’s liability with respect to such error.

Dependence on Investment Manager.

The success of the Company’s Equity Investments in Digital Assets is dependent upon the ability of the investment manager to manage the investment fund and effectively implement the investment fund’s investment program. The investment fund’s governing documents do not permit the Company participate in the management and affairs of the investment fund.

Discretion as to Distributions and Timingof Withdrawal

The investment manager of the Company’s Equity Investment in Digital Assets is not obligated to distribute digital assets in-kind nor to distribute the proceeds from the sale of any digital assets. The Company is permitted to make withdrawals, however, the ability to make withdrawals may be limited while the investment manager is actively engaged in investment strategies or for other purposes. The Company is required to provide a significant advance notice in respect of any withdrawal and accordingly its ability to withdraw in a timely manner is limited.

Discretion as to Form of Payment.

The investment manager of the Company’s Equity Investments in Digital Assets has the discretion to make distribution and pay withdrawals in unlocked digital assets, cash or a combination. There can be no assurance as to (i) the form of distribution or payment, (ii) that the investment fund will have sufficient cash or unlocked digital assets to satisfy withdrawal requests, or that it will be able to liquidate investments at favorable prices at the time such withdrawals are requested. The Company has no right to request in-kind distributions, and should not expect the investment fund to accommodate any such request.

Conditions on Equity Investments inDigital Assets

The digital assets held by the Equity Investments in Digital Assets are subject to staggered lock up periods pursuant to which the digital assets are not freely tradeable. As a result, the Company may only request to withdraw the portion of its capital account balance that corresponds to its pro-rata share of the applicable digital assets that are no longer locked-up and freely transferable by the investment fund.

Development and Acceptance of the DigitalAsset Networks

The growth and use of digital assets generally is subject to a high degree of uncertainty. The future of the industry likely depends on several factors, including, but not limited to: (a) economic and regulatory conditions relating to both fiat currencies and digital assets; (b) government regulation of the use of and access to digital assets; (c) government regulation of digital asset service providers, administrators or exchanges; and (d) the domestic and global market demand for—and availability of—other forms of digital asset or payment methods. Any slowing or stopping of the development or acceptance of digital assets may adversely affect the Company.

Digital Asset Audit Risk

Audits for entities holding digital assets are unlike audits for other types of entities. Special procedures must be taken to determine whether investments and transactions are properly accounted for and valued because independent confirmation of digital asset ownership (e.g., ownership of a balance on a digital asset exchange) differs dramatically from traditional confirmation with a securities broker or bank account. The Company requires satisfactory processes in place in order for the auditor to obtain the Company’s transaction history and properly prepare audited financials. Any breakdown in such processes may result in delays or other impediments of an audit. In addition, the complexity of digital assets generally may lead to difficulties in connection with the preparation of audited financials.

Risk of Total Loss of Equity Investmentin Digital Assets.

While all investments risk the loss of capital, the equity investment in digital assets should be considered substantially more speculative and significantly more likely to result in a total loss of capital than most other investment funds. The investment manager will not attempt to mitigate the potential of loss of capital through the use of risk management techniques. Rather, the investment manager generally intends only to sell the digital assets when such sales are necessary in order to satisfy withdrawal requests. Furthermore, the investment manager does not intend to hedge potential losses and will not make investment decisions based on the price of the digital assets. Consequently, the equity investment in Digital Assets could result in the total loss of the Company’s capital.

Risk of Loss, Theft or Destruction ofCryptocurrencies

There is a risk that some or all of the Company’s cryptocurrencies could be lost, stolen or destroyed. Digital assets of Valour that are held internally via multi-signature cold storage may be prone to loss or theft as a result of hacking, loss of passwords, compromised access credentials, malware or cyberattacks. If the Company’s cryptocurrencies are lost, stolen or destroyed under circumstances rendering a party liable to the Company, the responsible party may not have the financial resources sufficient to satisfy the Company’s claim.

Irrevocability of Transactions

Bitcoin and most other cryptocurrency and DeFi protocol token transactions are irrevocable and stolen or incorrectly transferred cryptocurrencies or DeFi protocol tokens may be irretrievable. Such transactions are not reversible without the consent and active participation of the recipient of the transaction. Once a transaction has been verified and recorded in a block that is added to the Blockchain, an incorrect transfer of cryptocurrencies or a theft of cryptocurrencies generally will not be reversible and the Company may not be capable of seeking compensation for any such transfer or theft. To the extent that the Company is unable to seek a corrective transaction with the third party or is incapable of identifying the third party that has received the Company’s cryptocurrencies through error or theft, the Company will be unable to revert or otherwise recover incorrectly transferred cryptocurrencies. The Company will also be unable to convert or recover cryptocurrencies transferred to uncontrolled accounts.

Potential Failure to Maintain DigitalAsset Networks

Many digital asset networks, including the Bitcoin Network, operate based on an open-source protocol maintained by the core developers of such networks and other contributors. As such protocols are not sold and their uses do not generate revenues for its development team, the core developers are generally not compensated for maintaining and updating such network protocols. Consequently, there is a lack of financial incentive for developers to maintain or develop such networks and the core developers may lack the resources to adequately address emerging issues with such network protocol. Although the many networks, including the Bitcoin Network, are currently supported by the core developers, there can be no guarantee that such support will continue or be sufficient in the future. To the extent that material issues arise with such network protocol and the core developers and open source contributors are unable to address the issues adequately or in a timely manner, such networks and an investment in the Common Shares may be adversely affected.

Potential Manipulation of Blockchain

If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains control of more than 50% of the processing power dedicated to mining on the Bitcoin Network, it may be able to alter or manipulate the Blockchain on which the Bitcoin Network and most Bitcoin transactions rely by constructing fraudulent blocks or preventing certain transactions from completing in a timely manner, or at all. The malicious actor or botnet could control, exclude or modify the ordering of transactions, though it could not generate new Bitcoins or transactions using such control. The malicious actor could “double-spend” its own Bitcoins (i.e., spend the same Bitcoins in more than one transaction) and prevent the confirmation of other users’ transactions for so long as it maintained control. To the extent that such malicious actor or botnet did not yield its control of the processing power on the Bitcoin Network or the Bitcoin community did not reject the fraudulent blocks as malicious, reversing any changes made to the Blockchain may not be possible. To the extent that the Bitcoin ecosystem, including the core developers and the administrators of mining pools, do not act to ensure greater decentralization of Bitcoin mining processing power, the feasibility of a malicious actor obtaining control of the processing power on the Bitcoin Network will increase.

Miners May Cease Operations

If the award of Bitcoins or other cryptocurrencies for solving blocks and transaction fees for recording transactions are not sufficiently high to incentivize miners in relevant networks, miners may cease expending processing power to solve blocks and confirmations of transactions on the Bitcoin Blockchain or other networks could be slowed. A reduction in the processing power expended by miners on the applicable blockchain network could increase the likelihood of a malicious actor or botnet obtaining control.

Risks Related to Insurance

The Company intends to insure its operations in accordance with technology industry practice. However, given the novelty of cryptocurrency mining and associated businesses, such insurance may not be available, may be uneconomical for the Company, or the nature or level may be insufficient to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the Company.

Concentration of Investments

Other than as described herein, there are no restrictions on the proportion of the Company’s funds and no limit on the amount of funds that may be allocated to any particular investment. The Company may participate in a limited number of investments and, as a consequence, its financial results may be substantially adversely affected by the unfavorable performance of a single investment. Completion of one or more investments may result in a highly concentrated investment in a particular company, commodity or geographic area resulting in the performance of the Company depending significantly on the performance of such company, commodity or geographic area. As at December 31, 2024, the Company’s investments through its Venture business arm comprise of C$53,740,154, which represented approximately 4% of the Company’s total assets.

Competition

The Company operates in a highly competitive industry and competes against unregulated or less regulated companies and companies with greater financial and other resources, and our business, operating results, and financial condition may be adversely affected if we are unable to respond to our competitors effectively.

The cryptoeconomy is highly innovative, rapidly evolving, and characterized by healthy competition, experimentation, frequent introductions of new products and services, and subject to uncertain and evolving industry and regulatory requirements. We expect competition to further intensify in the future as existing and new competitors introduce new products or enhance existing products. The Company’s business line competes against several companies and expects that we will face even more competition in the future. These competitors could have various competitive advantages over us, including but not limited to:

●	greater name recognition, longer operating histories, and larger market shares;
●	larger sales and marketing budgets and organizations;
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●	more established marketing, banking, and compliance relationships;
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●	greater resources to make acquisitions;
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●	lower labor, compliance, risk mitigation, and research and development costs;
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●	operations in certain jurisdictions with lower compliance costs and greater flexibility to explore new<br>product offerings; and
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●	substantially greater financial, technical, and other resources.
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If the Company is unable to compete successfully, or if competing successfully requires the Company to take costly actions in response to the actions of the Company’s competitors, the Company’s business, operating results, and financial condition could be adversely affected.

Harm to the Company’s brand and reputation could adversely affect the Company’s business. The Company’s reputation and brand may be adversely affected by complaints and negative publicity about the Company, even if factually incorrect or based on isolated incidents. Damage to the Company’s brand and reputation may be caused by:

●	cybersecurity attacks, privacy or data security breaches, or other security incidents;
●	complaints or negative publicity about the Company, its ETPs, its management team, its other employees<br>or contractors or third-party service providers;
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●	actual or alleged illegal, negligent, reckless, fraudulent or otherwise inappropriate behavior by its<br>management team, its other employees or contractors or third-party service providers;
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●	unfavorable media coverage;
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●	litigation involving, or regulatory actions or investigations into its business;
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●	a failure to comply with legal, tax and regulatory requirements;
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●	any perceived or actual weakness in its financial strength or liquidity;
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●	any regulatory action that results in changes to or prohibits certain lines of its business;
●	a failure to operate our business in a way that is consistent with its values and mission;
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●	a sustained downturn in general economic conditions; and
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●	any of the foregoing with respect to its competitors, to the extent the resulting negative perception<br>affects the public’s perception of the Company or its industry as a whole.
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Private Issuers and Illiquid Securities

Through its Ventures business line, the Company invests in securities and / or digital assets of private issuers or projects. These may be subject to trading restrictions, including hold periods, and there may not be any market for such securities or digital assets. These limitations may impair the Company’s ability to react quickly to market conditions or negotiate the most favourable terms for exiting such investments. Investments in private issuers or projects are subject to a relatively high degree of risk. There can be no assurance that a public market will develop for any of the Company’s private investments, or that the Company will otherwise be able to realize a return on such investments.

The value attributed to securities and / or digital assets of private issuers or projects will be the cost thereof, subject to adjustment in limited circumstances, and therefore may not reflect the amount for which they can actually be sold. Because valuations, and in particular valuations of investments for which market quotations are not readily available, are inherently uncertain, may fluctuate within short periods of time and may be based on estimates, determinations of fair value may differ materially from the values that would have resulted if a ready market had existed for the investments.

The Company may also invest in illiquid securities of public issuers. A considerable period of time may elapse between the time a decision is made to sell such securities and the time the Company is able to do so, and the value of such securities could decline during such period. Illiquid investments are subject to various risks, particularly the risk that the Company will be unable to realize its investment objectives by sale or other disposition at attractive prices or otherwise be unable to complete any exit strategy. In some cases, the Company may be prohibited by contract or by law from selling such securities for a period of time or otherwise be restricted from disposing of such securities. Furthermore, the types of investments made may require a substantial length of time to liquidate.

The Company may also make direct investments in publicly traded securities that have low trading volumes. Accordingly, it may be difficult to make trades in these securities without adversely affecting the price of such securities.

Cash Flow, Revenue and Liquidity

The Company’s revenue and cash flow is generated primarily from financing activities, proceeds from the disposition of investments, management fees of ETPs and staking and lending activities of cryptocurrencies and DeFi protocol tokens. The availability of these sources of income and the amounts generated from these sources depend upon various factors, many of which are outside of the Company’s direct control. The Company’s liquidity and operating results may be adversely affected if its access to the capital markets is hindered, whether as a result of a downturn in the market conditions generally or to matters specific to us, if the value of our investments decline, resulting in losses upon disposition, if there is low demand for our ETPs, resulting in lack of management fees received, and if rates provided by counterparties for staking and lending decrease.

Risk Management

The Company seeks to mitigate risk and have established policies for the types of risk to which the Company is subject, including operational risk, credit risk, market risk, counterparty risk, exchange risk and liquidity risk. However, there are inherent limitations to our current and future risk management strategies, including risks that management has not appropriately anticipated or identified. Accurate and timely enterprise-wide risk information is necessary to enhance management’s decision- making in times of crisis. If the Company’s risk management framework proves ineffective or if our enterprise-wide management information is incomplete or inaccurate, we could suffer unexpected losses, which could materially adversely affect our business, results of operations and financial condition. The Company continually assesses its risk profile and risk management processes across the firm to identify opportunities for improvement and to consider whether it needs to address new technologies and innovations in its risk management processes and policies. While the Company has not identified any material gaps with respect to recent digital asset market events, the Company cannot guarantee that our risk management processes will continue to be effective in preventing or mitigating losses from future market events.

Dependence on Management Personnel

The Company is dependent upon the efforts, skill and business contacts of key members of management, the Board and the Advisory Board, for among other things, the information and deal flow they generate during the normal course of their activities and the synergies that exist amongst their various fields of expertise and knowledge. Accordingly, the Company’s success may depend upon the continued service of these individuals who are not obligated to remain consultants to the Company. The loss of the services of any of these individuals could have a material adverse effect on the Company’s revenues, net income and cash flows and could harm its ability to maintain or grow existing assets and raise additional funds in the future.

Sensitivity to Macro-Economic Conditions

Due to the Company’s focus on the decentralized finance industry, the success of the Company’s investments is interconnected to the growth of disruptive technologies. The Company may be adversely affected by the falling share prices of the securities of investee companies, cryptocurrencies, DeFi Protocol tokens and other digital assets, as the trading price for the Common Shares may reflect the estimated aggregate value of the Company’s portfolio of investments and assets under management. The factors affecting current macro-economic conditions are beyond the control of the Company.

Available Opportunities and Competitionfor Investments

The success of the Company’s Ventures line of business will depend upon: (i) the availability of appropriate investment opportunities; (ii) the Company’s ability to identify, select, acquire, grow and exit those investments; and (iii) the Company’s ability to generate funds for future investments. The Company can expect to encounter competition from other entities having similar investment objectives, including institutional investors and strategic investors. These groups may compete for the same investments as the Company, may be better capitalized, have more personnel, have a longer operating history and have different return targets. As a result, the Company may not be able to compete successfully for investments. In addition, competition for investments may lead to the price of such investments increasing which may further limit the Company’s ability to generate desired returns. There can be no assurance that there will be a sufficient number of suitable investment opportunities available to invest in or that such investments can be made within a reasonable period of time. There can be no assurance that the Company will be able to identify suitable investment opportunities, acquire them at a reasonable cost or achieve an appropriate rate of return. Identifying attractive opportunities is difficult, highly competitive and involves a high degree of uncertainty. Potential returns from investments will be diminished to the extent that the Company is unable to find and make a sufficient number of attractive investments.

Share Prices of Investments

Investments in securities of public companies are subject to volatility in the share prices of the companies. There can be no assurance that an active trading market for any of the subject shares is sustainable. The trading prices of the subject shares could be subject to wide fluctuations in response to various factors beyond the Company’s control, including quarterly variations in the subject companies’ results of operations, changes in earnings, results of exploration and development activities, estimates by analysts, conditions in the mining, technological and cryptocurrency industries and general market or economic conditions. In recent years equity markets have experienced extreme price and volume fluctuations. These fluctuations have had a substantial effect on market prices, often unrelated to the operating performance of the specific companies. Such market fluctuations could adversely affect the market price of the Company’s investments.

Additional Financing Requirements

The Company anticipates ongoing requirements for funds to support its growth and may seek to obtain additional funds for these purposes through public or private equity, or debt financing. There are no assurances that additional funding will be available on acceptable terms, at an acceptable level or at all. Any additional equity financing may cause shareholders to experience dilution, and any debt financing would result in interest expense and possible restrictions on the Company’s operations or ability to incur additional debt. Any limitations on the Company’s ability to access the capital markets for additional funds could have a material adverse effect on its ability to grow its investment portfolio.

No Guaranteed Return

There is no guarantee that an investment in the Company’s securities will earn any positive return in the short term or long term. The task of identifying investment opportunities, monitoring such investments and realizing a significant return is difficult. Many organizations operated by persons of competence and integrity have been unable to make, manage and realize a return on such investments. In addition, past performance provides no assurance of future success.

Failure to Develop and Execute SuccessfulInvestment or Trading Strategies

The success of the Company’s investment and trading activities, including through DeFi Alpha, will depend on the ability of the investment team to identify i) overvalued and undervalued investment opportunities and to exploit price discrepancies; ii) creators or holders of digital assets that have liquidity requirements that can be met through the company’s DeFi Alpha programme. This process involves a high degree of uncertainty. No assurance can be given that the Company will be able to identify suitable or profitable investment opportunities in which to deploy our capital. The success of the trading activities also depends on the Company’s ability to remain competitive with other DeFi providers. Competition in trading is based on price, offerings, level of service, technology, relationships and market intelligence. The success of investment activities depends on the Company’s ability to source deals and obtain favorable terms. The barrier to entry in each of these businesses is very low and competitors can easily and will likely provide similar services in the near future. The success of the Company’s Venture investments and trading business could suffer if the Company is not able to remain competitive.

Management of the Company’s Growth

Significant growth in the business, as a result of acquisitions or otherwise, could place a strain on the Company’s managerial, operational and financial resources and information systems. Future operating results will depend on the ability of senior management to manage rapidly changing business conditions, and to implement and improve the Company’s technical, administrative and financial controls and reporting systems. No assurance can be given that the Company will succeed in these efforts. The failure to effectively manage and improve these systems could increase costs, which could have a materially adverse effect on the Company’s operating results and overall performance.

Social, Political, Environmental andEconomic Risks in the Countries in which the Company’s Investments are Located

The Company’s investments are affected in varying degrees by the political and social stability, environmental and economic conditions in the countries in which its investments are located. Such investments may also be affected in varying degrees by terrorism, military conflict or repression, crime, populism, activism, labour unrest, renegotiation, nullification or failure to renew or grant existing concessions, licences permits and contracts, unstable or unreliable legal systems, changes in fiscal regimes including taxation, and other risks arising out of sovereignty issues.

Due Diligence

The due diligence process undertaken by the Company in connection with investment opportunities may not reveal all facts that may be relevant in connection with the investments. Before making investments, the Company conducts due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting due diligence, the Company may be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants and investment banks may be involved in the due diligence process in varying degrees depending on the type of investment. Nevertheless, when conducting due diligence and making an assessment regarding an investment, the Company relies on resources available including information provided by the target of the investment and, in some circumstances, third-party investigations. The due diligence process that is carried out with respect to investment opportunities may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunities. Moreover, such an investigation will not necessarily result in the investment being successful.

Exchange Rate Fluctuations

A significant portion of the Company’s cryptocurrency, DeFi protocol tokens and digital asset holdings could be invested in United States dollar denominated investments or other foreign currencies. Changes in the value of the foreign currencies in which the Company’s investments are denominated could have a negative impact on the ultimate return on its investments and overall financial performance.

Non-controlling Interests

The Company’s investments include debt instruments and equity securities of companies that it does not control. Such instruments and securities may be acquired through trading activities or through purchases of securities directly from the issuer. These investments are subject to the risk that the company in which the investment is made may make business, financial or management decisions with which the Company does not agree or that the majority stakeholders or the management of the investee company may take risks or otherwise act in a manner that does not serve the Company’s interests. If any of the foregoing was to occur, the value of the Company’s investments could decrease and its financial condition, results of operations and cash flow could suffer as a result.

Changes in Legislation and Regulatory Risk

There can be no assurance that laws applicable to the Company or the businesses in which the Company invests, including securities legislation, will not be changed in a manner which adversely affects the Company. If such laws change, such changes could have a negative effect upon the value of the Company and upon investment opportunities available to the Company.

Risks Relating to the Business and Financial Condition of the Company

Limited Operating History as a DeFiCompany

The Company announced its focus in the DeFi industry on January 19, 2021. The Company’s limited operating history and the lack of meaningful historical financial data makes it difficult to fully evaluate the Company’s prospects. To the extent that the Company is able to execute its business plan, its business will be subject to all of the problems that typically affect a business with a limited operating history, such as unanticipated expenses, capital shortfalls, delays in program development and possible cost overruns. Investment in the securities of the Company is highly speculative given the nature of the Company’s business.

The Company’s success will depend on many factors, including some which may be beyond its control or which cannot be accounted for at this time, such as the market’s acceptance of the products of its investee companies, the emergence of potential competitors, and changes in economic conditions. For the reasons discussed in this section and elsewhere in this MD&A, it is possible that the Company may not generate revenues or profits in the foreseeable future or at all.

No History of Operating Revenue andCash Flow

The Company is dependent on financings and future cash flows to meet its obligations. The future performance of the business and the ability of the Company’s subsidiaries to provide the Company with payments may be constrained by factors such as, among others: success of the Company’s corporate strategy, economic downturns; technological and regulatory changes; the cash flows generated by operations, investment activities and financing activities; and the level of taxation, particularly corporate profits and withholding taxes. If the Company is unable to generate sufficient cash from operations, the Company may be required to incur indebtedness, raise funds in a public or private equity or debt offering, or sell some or all of its assets. There can be no assurance that any such financing will be available on satisfactory terms or that it will be sufficient.

The Company may be subject to limitations on the repatriation of earnings in each of the countries where the Company, including its investee companies, do business. In particular, there may be significant withholding taxes applicable to the repatriation of funds from foreign countries to Canada. There can be no assurance that changes in regulations, including tax treaties, in and among the relevant countries where the Company or its investee companies do business will not take place, and if such changes occur, they may adversely impact the Company’s ability to receive sufficient cash payments from its subsidiaries.

Insufficient Cash Flow and Funds in Reserve

The Company’s cash flow and funds in reserve may not be sufficient to fund its ongoing activities at all times and from time to time and it may require additional financing in order to carry out its activities. In addition, the Company may incur major unanticipated liabilities or expenses. Although the Company has been successful in the past in financing its activities, there can be no assurance that the Company will be able to obtain additional financing on commercially acceptable terms. The ability of the Company to arrange such financing in the future will depend in part upon the prevailing capital market conditions as well as the business performance of the Company. There is risk that if the economy and banking industry experienced unexpected and/or prolonged deterioration, the Company’s access to additional financing may be affected. This may be further complicated by the limited market liquidity for shares of smaller companies such as the Company, restricting access to some institutional investors. Due to uncertainty in the capital markets, the Company may from time to time have restricted access to capital and increased borrowing costs. To the extent that external sources of capital become limited, unavailable, or available on onerous terms, the Company’s ability to make capital investments and maintain existing assets may be impaired, and its assets, liabilities, business, financial condition, results of operations and prospects may be affected materially and adversely as a result.

The Company, along with all other companies, may face reduced cash flow and restricted access to capital if the global economic situation deteriorates. A prolonged period of adverse market conditions may impede the Company’s ability to grow and complete additional acquisitions, if desired. In addition, a prolonged period of adverse market conditions may impede the Company’s ability to service any of its loans or arrange alternative financing when the existing loans become due. In each case, the Company’s business, financial condition, results of operations and prospects would be adversely affected.

Material Weakness in the Company’sFinancial Statements

We identified a material weakness in our internal control over financial reporting and restated our financial statements for the three-month periods ended June 30, 2024, and September 30, 2024 as a result of factors related to that weakness. This may adversely affect the accuracy and reliability of our financial statements and, if we fail to maintain effective internal financial control reporting (“ICFR”) it could impact our reputation, business and the price of the Common Shares, as well as lead to a loss of investor confidence in us.

There can be no assurance that we will be able to successfully remediate the identified material weakness, or that we will not identify additional control deficiencies or material weaknesses in the future. If we are unable to successfully remediate our existing or any future material weaknesses in our ICFR, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities laws and CBOE listing requirements regarding the timely filing of periodic reports, investors may lose confidence in our financial reporting and the price of our stock may decline.

We continue to execute our plan to remediate the material weakness identified. The remediation measures are ongoing, and although not all inclusive, include implementing additional policies, procedures, and controls. We are working to remediate our material weakness as efficiently and effectively as possible. At this time, we cannot provide an estimate of the timing for achieving full remediation or the costs expected to be incurred in connection with implementing this remediation plan; however, these remediation measures will be time consuming, could result in us incurring significant costs, and could place significant demands on our financial and operational resources. We cannot assure you that the measures undertaken to remediate the material weakness will be sufficient or that they will prevent future material weaknesses. Additional material weaknesses or failure to maintain effective internal control over financial reporting could cause us to fail to meet our reporting obligations as a public company and may result in a restatement of our financial statements for prior periods.

The preparation of financial statements and related disclosures in conformity with IFRS requires us to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. Our critical accounting policies describe those significant accounting policies and methods used in the preparation of our consolidated financial statements that we consider “critical” because they require judgments, assumptions and estimates that materially affect our consolidated financial statements and related disclosures. As a result, if future events or regulatory or auditor views differ significantly from the judgments, assumptions and estimates in our critical accounting policies, those events or assumptions could have a material impact on our consolidated financial statements and related disclosures, in each case resulting in our needing to revise or restate prior period financial statements, cause damage to our reputation and the price of our common shares, and adversely affect our business, financial condition and results of operations.

Risks related to the Expense and Impactof Restatement of the Company’s Historical Financial Statements

The Company restated certain historical quarterly financial statements during 2024 to reflect a correction to its accounting for its digital assets. Specifically, the Company had previously valued its position in Equity Investments in Digital Assets subject to an extended lock-up period based on market price; however, in connection with the preparation of its financial statements for the year ended December 31, 2024, the Company’s auditors concluded that the valuation of the position should use a discounted valuation reflecting the lock-up. For more information, see “Restatement of Previously Issued Condensed Interim Consolidated Financial Statements” in the Company’s Annual Management’s Discussion and Analysis for the year ended December 31, 2024.

It is difficult to predict all of the ramifications to the Company from the restatement. The restatement process is time and resource-intensive and involved substantial attention from management and significant costs and expenses, including for professional advisors assisting with the restatement. It is possible that the Company will receive inquiries from the Canadian securities regulators, and/or Cboe Canada regarding the restated financial statements or related matters, which could consume a significant amount of resources. Moreover, many companies that have been required to restate their historical financial statements have experienced volatility in stock prices and declines in stock prices and shareholder lawsuits, which can be expensive to defend and divert Management attention and resources. The Company may suffer similar consequences as a result of the restatement.

Lack of Comprehensive Accounting Guidancefor Digital Assets under IFRS Accounting Standards

The holding of digital assets in Canada is an emerging industry with unique technological aspects, a number of novel auditing challenges have arisen. Audit firms, standard setters, and regulatory bodies continue to explore these challenges and potential solutions. Because there has been limited precedent set and a lack of specific accounting guidance for cryptocurrencies under certain applicable accounting standards, including, among other things, revenue recognition, it is unclear if DeFi companies (in particular, companies like the Company that utilize IFRS Accounting Standards) may be required to account for cryptocurrency operations, transactions and assets and related revenue recognition. A change in regulatory or financial accounting standards, or interpretations thereof by the Canadian Securities Administrators, particularly as they relate to the Company and the financial accounting of its DeFi-related operations, could result in changes in the Company’s accounting policies. Further, unlike in the case of U.S. generally accepted accounting principles where the Financial Accounting Standards Board has recently issued ASU 2023-08, which addresses the accounting and disclosure requirements for certain crypto assets, no similar guidance has yet been issued in respect of IFRS Accounting Standards. In addition, the accounting policies of many Bitcoin mining companies are being subjected to heightened scrutiny by regulators and the public.

It is possible that, as a result of the determinations by applicable securities regulators as to the application of the relevant IFRS Accounting Standards, the Company could be obligated in the future to restate historical financial statements. In connection with any such restatement the market price of the Common Shares could be adversely affected, and the Company could become subject to private litigation or to investigations or enforcement actions by the OntarioSecurities Commission or other regulatory authorities, all of which could require the Company’s expenditure of additional financial and management resources. Furthermore, continued uncertainty with regard to financial accounting matters, particularly as they relate to the Company, the financial accounting of its DeFi-related operations, could negatively impact the Company’s business, prospects, financial condition and results of operations and its ability to raise capital on terms acceptable to the Company or at all.

Conflicts of Interest may Arise

Certain current or future directors and officers of the Company and its subsidiaries may be shareholders, directors and officers of other companies that may operate in the same sectors as the Company. Such associations may give rise to conflicts of interest from time to time. The directors and officers of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest that they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the Board, any director in such conflict is required under the applicable corporate laws to disclose his or her interest and to abstain from voting on such matter.

Hedging Risk

Except as described in the Base Prospectus and the VDSL Base Prospectus We are not obligated to, and oftentimes may not, hedge our exposures. However, from time to time, we may use a variety of financial instruments and derivatives, such as options, swaps, and forward contracts, for risk management purposes, including to: protect against possible changes in the market value of our investment or trading assets resulting from fluctuations in cryptocurrency markets or securities markets and changes in interest rates; protect our unrealized gains in the value of our investments or trading assets; facilitate the sale of any such assets; enhance or preserve returns, spreads or gains on any trade or investment; hedge the interest-rate or currency-exchange risk on any of our liabilities or assets; protect against any increase in the price of any assets that we anticipate purchasing at a later date; or to any other end that we deem appropriate. The success of any hedging activities by us will depend, in part, on our ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the assets being hedged. Since the characteristics of many assets change as markets change or time passes, the success of our hedging strategy will also be subject to our ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. In addition, while we may enter into hedging transactions to seek to reduce risk, such transactions may actually increase risk or result in a poorer overall performance for us than if we had not engaged in such hedging transactions.

With respect to Valour, Valour’s hedging programs will not fully eliminate the market and other risks related to its ETPs, and the hedging programs themselves expose Valour to additional risks. Valour’s hedging programs are not designed to completely offset all risks associated with the various exposures embedded in the ETPs. The profit (loss) on the hedge instruments employed may not completely offset the underlying losses (gains) related to its ETPs for many potential reasons including

●	a portion of the yield on any ETP may not hedged;
●	hedging instruments may have differing liquidity attributes<br>as compared to the liquidity requirements of the ETPs;
---	---

●	hedging instruments introduce additional risks to Valour,<br>including counterparty risk;
●	performance of the underlying funds hedged may differ from<br>the performance of the corresponding hedge instruments; and
---	---
●	not all other risks are hedged.
---	---

Valour’s hedging programs may employ various types of instruments including, but not long and short direct and indirect positions on underlying assets, swaps, options, forwards and futures. Improper use of these instruments could have an adverse impact on earnings.

Risks Relating to the Common Shares

Market Price of Common Shares may ExperienceVolatility

The market price of the Common Shares has been volatile in the past and may continue to be volatile. The market price is, and could be, subject to wide fluctuations due to a number of factors, including actual or anticipated fluctuations in the Company’s results of operations, changes in estimates of its future results of operations by management or securities analysts, market rumours, investments or divestments by the Company or its competitors and general industry changes.

Many of the factors that could affect the market price of the Common Shares are outside of the Company’s control. Broad market fluctuations, as well as economic conditions generally, may adversely affect the market price of the Common Shares. The stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of the Common Shares.

Shareholders’ Interest in the Companymay be Diluted in the Future

If the Company raises additional funding by issuing additional equity securities, or securities convertible into equity, such financing may substantially dilute the interests of shareholders.

The Company has Never Paid Dividends andmay not do so in the Foreseeable Future

The Company has never paid cash dividends on its Common Shares. Currently, the Company intends to retain its future earnings, if any, to fund the development and growth of its business, and does not anticipate paying any cash dividends on its Common Shares in the near future. As a result, shareholders will have to rely on capital appreciation, if any, to earn a return on investment in any Common Shares in the foreseeable future. See “Dividends”.

MultilateralInstrument 52-109 Disclosure

In accordance with National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, management is responsible for the establishment and maintenance of DC&P and ICFR. The Company’s management, including the CEO and CFO, has designed the DC&P and ICFR based on the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO 2013 Framework”) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with IFRS.

Regardless of how well the DC&P and ICFR are designed, internal controls have inherent limitations and can only provide reasonable assurance that the controls are meeting the Corporation’s objectives in providing reliable financial reporting information in accordance with IFRS. These inherent limitations include, but are not limited to, human error and circumvention of controls and as such, there can be no assurance that the controls will prevent or detect all misstatements due to errors or fraud, if any.

The CEO and the CFO have concluded that the Corporation’s ICFR were not effective as of September 30, 2025 because of the material weakness identified above under the headings “Restatement of Previously Issued Condensed Interim Consolidated Financial Statements” and Change in Valuation and Classification of Equity Investments in Digital Assets, at FVTPL.

Remediation of Material Weakness in ICFR

We continue to work to fully remediate the material weakness and are taking steps to strengthen our internal control over financial reporting. We are taking appropriate and reasonable steps to remediate this material weakness through the implementation of a new ERP system (NetSuite) and new cryptocurrency subledger (Cryptio). The implementation of both of these new IT systems commenced during our third quarter of 2025. We expect to go live with NetSuite and Cryptio on January 1, 2026. During the nine months ended September 30, 2025, we created a new accounting role for a dedicated accountant to oversee our digital assets and brought on an outsourced solution to process the large volume of transactions for our ETPs. During the three months ended September 30, 2025, we engaged a Big Four CPA firm to assist us with internal control documentation and walkthroughs to help strengthen our control environment.

Management expects to continue to review and make necessary changes to the overall design of our internal control environment, as well as policies and procedures to improve the overall effectiveness of our internal control over financial reporting. We believe these measures, and others that may be implemented, will remediate the material weakness in ICFR described above.

The material weakness will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

MaterialAccounting Policies

The Company’s material accounting policies can be found in Note 2 of its interim condensed financial statements for the three and nine months ended September 30, 2025 and the audited annual financial statements for the years ended December 31, 2024 and 2023.

New Accounting Policies Adopted during the Three and Nine MonthsEnded September 30, 2025

On January 23, 2025, the U.S. Securities and Exchange Commission published Staff Accounting Bulletin (“SAB”) 122 to rescind SAB 121 with an effective date of January 30, 2025. The application of SAB 122 is applicable for all annual reporting periods beginning on or after December 15, 2024.

The Company adopted SAB 122 during the three months ended March 31, 2025. The implication of adoption of SAB 122 was that the Company removed its safeguarding obligation liability and corresponding client digital assets from its statement of financial position. The Company also retrospectively de-recognized $3,356,235 of client digital assets and associated liabilities from its December 31, 2024 statement of financial position. No adjustments to retained earnings were made nor an accrual for loss contingency given the lack of loss events to date at Stillman Digital Bermuda Ltd.

Reclassification of Comparative Amounts

Certain amounts have been reclassified in Condensed Consolidated Interim Statement if Operations and Comprehensive Income /(Loss) previous periods to conform to the current period presentation. Only reclassifications have been made with no changes in accounting policies or revision of previously reported amounts. There is no change to previously reported net income (loss).

Changein Valuation and classification of Equity Investments in Digital Assets, at FVTPL

During our audit of the Fiscal 2024 Financial Statements, we determined that locked tokens held by the Company were incorrectly accounted for in the Company’s June 30, 2024 and September 30, 2024 financial statements (the “Affected Periods”). The Company filed restated the financial statements with respect to the Affected Periods on April 14, 2025.

During its quarter-ended June 30, 2024, the Company acquired interests two private investments funds which interest represent an indirect interest in 1,614,608.41 Solana and 931,445.6 Avalanche tokens (or the proceeds from the sale of such tokens) acquired by the investment funds from a bankrupt company.

The Company reassessed the application of IFRS on the accounting for Equity Investments, at fair value through profit and loss (“FVTPL”) and determined that the appropriate accounting treatment is to classify the investments in the funds directly as financial assets as defined by IAS 32 and within the scope of IFRS 9. This is because such investments represent an equity interest in another entity rather than a direct interest in the underlying tokens. The tokens owned by the funds are subject to a lock up schedule extending to 2028 and as a result the Company has classified its equity investments as current and non-current reflecting the value of tokens which will unlock in the coming twelve months (current) and those that will unlock between 2026 through 2028 (non-current).

The investments are accounted for at FVTPL. Fair value is measured in accordance with IFRS 13 and includes a discount for lack of marketability (“DLOM”) on the locked tokens underlying the investments. The DLOM at December 31, 2024 is $86,517,729. This discount will amortize to zero by 2028 when the final tokens are unlocked.

The re-filed Q2 2024 financial statements include the following adjustments: a) application of a DLOM to reduce total assets and equity by $72,081,210 b) reclassification of $89,716,119 of current assets to non-current assets c) increase in the three and six months ended net loss of $72,616,392 and $72,616,392 respectively due to the application of the DLOM.

The re-filed Q3 2024 financial statements include the following adjustments: a) application of a DLOM to reduce total assets and equity by $75,469,830 b) reclassification of $113,668,367 of current assets to non-current assets c) increase in the three and nine months ended September 30, 2024 net loss of $2,853,438 and $75,469,830 due to the application of the DLOM.

Due to the accounting error, the Company’s management has concluded that there was a material weakness in its internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements and Management’s Discussion and Analysis will not be prevented or detected on a timely basis. Readers should refer to the Multilateral Instrument 52-109 disclosure section of this MD&A for additional commentary on the material weakness and its remediation activities.

CriticalAccounting Estimates and Assumptions

The preparation of the Company’s Consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these estimates. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.

Information about critical judgments and estimates in applying accounting policies that have the most significant effect on the amounts recognized in the Consolidated financial statements are as follows:

Accounting for digital assets

The IFRS Interpretations Committee (the “Committee”) published its agenda decision on Holdings of Cryptocurrencies in June 2019. The Committee concluded that IAS 2 – Inventories applies to cryptocurrencies when they are held for sale in the ordinary course of business, otherwise an entity should apply IAS 38 - Intangible Assets to holdings of cryptocurrencies. The Company has assessed that it acts in a capacity as a commodity broker trader as defined in IAS 2 - Inventories, in characterizing certain of its holdings as inventory, or more specifically, digital assets. If assets held by commodity broker-traders are principally acquired for the purpose of selling in the near future and generating a profit from fluctuations in price or broker-traders’ margin, such assets are accounted for as inventory, and changes in fair value less costs to sell are recognized in profit or loss. Digital currencies consist of cryptocurrency denominated assets (see Note 7) and are included in current and long-term assets. Digital currencies are carried at their fair value determined by the spot rate less costs to sell. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position. Fair value is determined by taking the mid-point price at 17:30 CET from Kraken, Bitfinex, Binance, Coinbase and other exchanges consistent with the final terms for each ETP. Fair value for Mobilecoin, Shyft, Blocto, Maps, Oxygen, Boba Network, Saffron.finance, Clover, Sovryn, Wilder World, Pyth and Vomex is determined by taking the last closing price for the day (UTC time) from www.coinmarketcap.com.

Equity investments in digital assets at fairvalue through profit and loss

Investments in equity instruments at fair value through profit or loss - Included in investments in equity instruments at fair value through profit or loss are investments in a US private company (LLC), and a U.S. Limited Liability Partnership via a Cayman Island domiciled feeder Limited Liability Partnership.

Management accounted for such investments at fair value to profit or loss under IFRS 9, because the Company does not exercise significant influence over the investee. The Company does not have any contractual right to appoint any representative to the investee’s board of directors. In addition, the Company does not have any participation in policymaking processes and does not have any material transactions with the investee. The fair value of investments in investment funds which are not quoted in an active market is determined by using net asset value as determined by the investment fund’s administrator and include a discount for lack of marketability (“DLOM”). Management deems the net asset value to be the fair value after considering key factors such as the liquidity of the investment fund or its underlying investments, any restrictions on redemptions and basis of accounting.

Fair value of financial derivatives

Investments in options and warrants which are not traded on a recognized securities exchange do not have a readily available market value. Valuation techniques such as the Black Scholes model are used to value these instruments.

Fair value of investment in securities notquoted in an active market or private company investments

Share-based payments

Business combinations and goodwill

Judgment is used in determining whether an acquisition is a business combination or an asset acquisition. In a business combination, all identifiable assets and liabilities acquired are recorded at their fair values. In determining the allocation of the purchase price in a business combination, including any acquisition related contingent consideration, estimates including market based and appraisal values are used. The contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Goodwill is assessed for impairment annually.

Estimated useful lives and impairment considerations

Impairment of non-financial assets

The Company’s non-financial assets include prepaid expenses, digital assets excluding USDC, equipment and right of use assets, intangibles and goodwill. Impairment of these non-financial assets exists when the carrying value of an asset exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. These calculations are based on available data, other observable inputs and projections of cash flows, all of which are subject to estimates and assumptions. See Note 8 for the discussion regarding impairment of the Company’s non-financial assets.

Functional currency

Assessment of transaction as an asset purchaseor business combination

Significant acquisitions require judgements and estimates to be made at the date of acquisition in relation to determining the relative fair value of the allocation of the purchase consideration over the fair value of the assets. The information necessary to measure the fair values as at the acquisition date of assets acquired requires management to make certain judgements and estimates about future performance of these assets.

Control

Significant judgment is involved in the determination whether the Company controls under IFRS 10. The Company is deemed to control an investee when it demonstrates: power over the investee, exposure, or rights to variable returns from its involvement with the investee and has the ability to use its power over the investee to affect the amount of the investor’s returns. There is judgement required to determine whether these criterions are met. The Company determined it controlled Valour Digital Securities Limited through its role as arranger.

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

I, Olivier Roussy Newton**,** Chief Executive Officer of DeFi Technologies Inc., certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of DeFi Technologies Inc. (the “issuer”) for the interim period ended September 30, 2025.
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.
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.
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, 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.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO Framework) published by the Committee of Sponsoring organizations of the Treadway Commission (COSO).

5.2 ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing for the interim period ended September 30, 2025;

(a) a description of the material weakness;

(b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

5.3 Limitation on scope of design: N/A

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 14, 2025
(signed) “Olivier Roussy Newton”
Olivier Roussy Newton
Chief Executive Officer

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

I, Paul Bozoki, Chief Financial Officer of DeFi Technologies Inc. certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of DeFi Technologies Inc. (the “issuer”) for the interim period ended September 30, 2025.
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.
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.
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

5.2 ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing for the interim period ended September 30, 2025;

(a) a description of the material weakness;

(b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

5.3 Limitation on scope of design: N/A

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 14, 2025
(signed) “Paul Bozoki”
Paul Bozoki
Chief Financial Officer