Abaxx Technologies Inc.

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CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2025, AND 2024 (EXPRESSED IN CANADIAN DOLLARS)

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KPMG LLP Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5 Canada Tel 416 777 8500 Fax 416 777 8818

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Abaxx Technologies Inc.

Opinion

We have audited the consolidated financial statements of Abaxx Technologies Inc. (the Entity), which comprise:

the consolidated statement of financial position as at December 31, 2025 and December 31, 2024
the consolidated statement of operations for the years then ended
the consolidated statement of operations and comprehensive loss for the years then ended
the consolidated statement of changes in equity for the years then ended
the consolidated statements of cash flows for the years then ended
and notes to the consolidated financial statements, including a summary of material accounting policy information

(Hereinafter referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated financial position of the Entity as at December 31, 2025 and December 31, 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with IFRS Accounting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of the Financial Statements” section of our auditor’s report.

We are independent of the Entity in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada and we have fulfilled our other ethical responsibilities in accordance with these requirements.

KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. KPMG Canada provides services to KPMG LLP.

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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our auditor’s report.

Evaluation of the measurement of fair value of level 3 investments

Description of the matter

We draw your attention to note 6 and note 14 of the financial statements. As of December 31, 2025, the Company recorded investments at fair value of $1.31 million which are classified as level 3 in the fair value hierarchy. The fair value of level 3 investments is determined through the application of valuation techniques, which involves the exercise of judgement and the use of assumptions including revenue multiples and discounts for lack of marketability.

Why the matter is a key audit matter

We identified the measurement of fair value of certain level 3 investments as a key audit matter as this matter represented an area of significant risk of material misstatement given the high degree of estimation uncertainty related to the level 3 investment. Significant auditor judgment was required to evaluate the assumptions used to determine the fair value of the investment. Further, specialized skills, industry knowledge and relevant experience were required to apply the audit procedures and evaluate the result of those procedures.

How the matter was addressed in the audit

The following are the primary procedures we performed to address this key audit matter:

We involved our valuation professionals with specialized skills, knowledge, and relevant experience to assess the assumptions utilized to value the level 3 investment including the revenue multiples of comparable companies and the discount for lack marketability. Our valuation professionals assessed the revenue multiple by comparing it to the multiples implied by trading prices of comparable companies and assessed the discount for lack of marketability by considering empirical studies.

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Accounting assessment and measurement of convertible debenture instruments

Description of the matter

We draw your attention to Note 2(t), Note 2(w) and Note 10 of the financial statements. As of December 31, 2025, the Company issued convertible debenture instruments with a carrying value of $32.9 million. Significant judgment is required in the identification, classification and measurement of the debt, equity and embedded derivative components of the convertible debt instruments. The measurement of the convertible debenture instruments components is determined through the application of valuation techniques, including discounted cash flow analysis and the Black-ScholesMerton Model, which involves the exercise of judgement and the use of significant assumptions including share price implied volatility and credit spreads.

Why the matter is a key audit matter

We identified the accounting assessment and measurement of the convertible debenture instruments as a key audit matter as this matter represented an area of significant risk of material misstatement given the high degree of complexity and subjectivity related to the accounting classification of the debt, equity and embedded derivative components and the measurement of the convertible debenture instruments.

Significant auditor judgment was required to assess the accounting treatment for the convertible debenture instruments and to evaluate the significant assumptions used to measure the components of the convertible debenture instruments. Furthermore, specialized skills, industry knowledge and relevant experience were required to apply the audit procedures and evaluate the results of those procedures.

How the matter was addressed in the audit

The following are the primary procedures we performed to address this key audit matter:

We involved our valuation professionals with specialized skills and knowledge who:
Independently calculated the share price implied volatility assumption used in the measurement of the embedded derivative component of the convertible debenture instruments using share price data from publicly available market data for the Company.
Independently calculated the credit spreads assumption used in the measurement of the debt component of the convertible debenture using publicly available market data for comparable entities.
Developed independent assessments of the measurement of each of the components of the convertible debenture instruments at the date of issuance of the convertible debt instruments and at December 31, 2025, and we compared the amounts to those recorded by the Entity.
We involved our professionals with specialized accounting knowledge and relevant experience to inspect the convertible debenture agreements and assess the accounting

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treatment for the convertible debenture instruments based on the terms of the underlying agreements.

Other Information

Management is responsible for the other information. Other information comprises:

the information included in Management’s Discussion and Analysis filed with the relevant Canadian Securities Commissions.

Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit and remain alert for indications that the other information appears to be materially misstated.

We obtained the information included in Management’s Discussion and Analysis filed with the relevant Canadian Securities Commissions as at the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in the auditor’s report.

We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Entity's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Entity or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Entity's financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

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Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit.

We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Entity's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Entity's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Entity to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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Provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the group audit. We remain solely responsible for our audit opinion.
Determine, from the matters communicated with those charged with governance, those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our auditor’s report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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Chartered Professional Accountants, Licensed Public Accountants

The engagement partner on the audit resulting in this auditor’s report is Christopher D. Cornell. Toronto, Canada

March 31, 2026

Abaxx Technologies Inc.

Consolidated Statement of Financial Position (Expressed in Canadian Dollars)

Abaxx Technologies Inc. Consolidated Statement of Financial Position (Expressed in Canadian Dollars)
			December 31,	December 31,
	Note		2025		2024
ASSETS
Current assets
Cash and cash equivalents		$	62,213,960	$	25,403,981
Member margin deposit and guaranty funds	3		11,942,032		3,634,953
Short term investments	4		369,847		60,362
Other receivables			659,590		316,632
Prepaid and other assets			1,704,101		918,262
Convertible note receivables	5		6,853,039		185,838
			83,742,569		30,520,028
Non-current assets
Investments at fair value	6		15,272,982		6,063,943
Investment in associate	7		14,788,150		14,590,400
Derivatives	10		10,941,548		-
Goodwill and Intangible assets	8		383,556		378,553
Total Assets		$	125,128,805	$	51,552,924
EQUITY AND LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	9	$	5,659,352	$	5,889,241
Margin deposits and guaranty funds	3		11,942,032		3,634,953
			17,601,384		9,524,194
Non-current liabilities
Convertible debenture	10		24,606,968		-
Total liabilities		$	42,208,352	$	9,524,194
Shareholders' equity
Share capital - common shares	11		196,842,839		131,827,547
Preferred shares	11		6,097,500		6,097,500
Contributed surplus	12		38,990,769		28,940,840
Equity component of convertible debentures	10		13,776,369		-
Cumulative other comprehensive income			2,045,261		4,085,322
Deficit			(164,591,498)	(120,684,554)
Total equity of Abaxx Technologies Inc.			93,161,240		50,266,655
Non-controlling interest			(10,240,787)		(8,237,925)
Total shareholders'equity			82,920,453		42,028,730
Total Shareholders' equity and liabilities		$	125,128,805	$	51,552,924

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

Approved on behalf of the Board:

"Joshua Crumb", Director

"Scott Leckie", Director

Abaxx Technologies Inc.

Statements of Operations and Comprehensive Loss (Expressed in Canadian Dollars)

Abaxx Technologies Inc. Statements of Operations and Comprehensive Loss (Expressed in Canadian Dollars)
Note	For the year ended
	December 31, December 31, 2025 2024
Income Trading and settlement income 13 Royalty income 7	(As recast, note 2) 981,147 $ - $ 63,675 968,848
Gross margin	1,044,822 968,848
Operating expenses Research and development Salaries and wages Professional fees Travel, marketing and promotion General and administrative Share-based compensation 12 Regulatory expenses License and subscription expenses	5,159,379 $ 7,531,512 $ 11,208,670 8,848,558 10,848,090 5,033,106 8,149,511 2,800,791 2,727,398 2,548,431 17,119,082 19,143,068 285,820 271,569 4,199,770 3,722,194
Total operating expenses	59,697,720 49,899,229
Operating loss for the year Foreign exchange loss Investment and interest income 4 Other income Gain (loss) on investment under equity method 7 Gain (loss) on investments at fair value 6 Fair value loss on convertible note receivable 5 Loss on sale of note receivable 5 Interest and accretion expenses 10 Gain on derivatives 10 Amortization expense 8	(58,652,898) $ (48,930,381) $ (501,915) (190,184) 769,340 849,748 283,387 416,463 27,257 (6,772,399) 8,711,149 (1,354,989) - (518,735) (43,530) - (3,787,127) - 10,456,450 - (241,970) -
Net loss before income tax	(42,979,857) $ (56,500,477) $
Deferred tax expense 10	(2,929,949) -
Net loss for the year	(45,909,806) $ (56,500,477) $
Net loss attributable to: Shareholders of the Company Non-controlling interest	(43,906,944) (54,075,308) (2,002,862) (2,425,169)
Net loss for the year	(45,909,806) $ (56,500,477) $
Cumulative translation adjustment	(2,040,061) 3,434,025
Comprehensive loss for the year	(47,949,867) $ (53,066,452) $
Comprehensive loss attributable to: Shareholders of the Company Non-controlling interest	(45,947,005) $ (50,641,283) $ (2,002,862) $ (2,425,169) $
Comprehensive loss for the year	(47,949,867) $ (53,066,452) $
Basic and diluted net loss per share 14
Basic Diluted 14 Basic and diluted weighted average number of common shares	(1.27) $ (1.65) $ (1.27) $ (1.65) $
Basic Diluted	34,697,999 32,862,411 34,697,999 32,862,411

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

Abaxx Technologies Inc. Consolidated Statement of Cash Flows (Expressed in Canadian Dollars)

Abaxx Technologies Inc. Consolidated Statement of Cash Flows (Expressed in Canadian Dollars)
Note	For the year ended
	December 31, December 31, 2025 2024
Cash provided by (used in): Operating Activities Net loss for the year Adjustment for: Share-based compensation 12 Foreign exchange gain Fair value adjustment on convertible note receivables 5 Amortization expense 8 (Gain) loss on investment under equity method 7 (Gain) loss on investments at fair value 6 Loss on sale of note receivable 5 Deferred tax expense 10 Interest and accretion expenses 10 Gain on derivatives 10 Changes in operating assets and liabilities: Other receivables Prepaid expenses Accounts payable and accrued liabilities 9	(45,909,806) $ (56,500,477) $ 17,119,082 19,143,068 (57,400) (1,464,434) - 518,735 241,970 - (27,257) 6,772,399 (8,711,149) 1,354,989 43,530 - 2,929,949 - 3,787,127 - (10,456,450) - (342,958) 75,076 (785,839) (237,097) (476,862) 70,846
Net cash used in operating activities	(42,646,063) (30,266,895)
Investing Activities Purchase of short term investments 4 Sale of investments at fair value 5 Increase in investments at fair value 6	(310,360) - 136,889 - (500,000) -
Net cash used in investing activities	(673,471) -
Financing Activities Proceeds from equity financing 11 Proceeds from preferred shares issuance 11 Proceeds from exercise of options 11 Proceeds from convertible debenture 10	48,628,055 19,563,278 - 6,097,500 2,048,044 1,411,897 31,493,475 -
Net cash provided by financing activities	82,169,574 27,072,675
Increase (decrease) in cash and cash equivalents Change in cash related to foreign exchange Cash and cash equivalents, beginning of year	38,850,040 (3,194,220) (2,040,061) 3,434,025 25,403,981 25,164,176
Cash and cash equivalents, end ofyear	62,213,960 $ 25,403,981 $

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

Abaxx Technologies Inc. Consolidated Statement of Changes in Equity (Expressed in Canadian Dollars)

Abaxx Technologies Inc. Consolidated Statement of Changes in Equity (Expressed in Canadian Dollars)
							Equity				Cumulative
						component of					other				Non-
	Number of		Common		Preferred	convertible		Contributed		comprehensive					Controlling	Shareholders'
	Shares		shares		Shares		debenture		surplus	income(loss)			Deficit		interest		Equity
Balance, December 31, 2023	31,375,986	$	101,173,100	$	-	$	-	$	13,482,338	$	651,297	$	(66,609,246)	$	(5,812,756)	$	42,884,733
Net profit and comprehensive loss for the year	-		-		-		-		-		3,434,025		(54,075,308)		(2,425,169)		(53,066,452)
Shares issued through equity financing	1,599,500		19,563,278		-		-		-		-		-		-		19,563,278
Preferred shares issuance	-		-		6,097,500		-		-		-		-		-		6,097,500
Exercise of options	211,714		2,457,134		-		-		(1,045,237)		-		-		-		1,411,897
Settlement of RSUs	232,992		2,639,329		-		-		(2,639,329)		-		-		-		-
Stock based compensation	-		-		-		-		19,143,068		-		-		-		19,143,068
Shares issued on acqusition of investments	493,505		5,994,706		-		-		-		-		-		-		5,994,706
Balance,December 31,2024	33,913,697	$	131,827,547	$	6,097,500	$	-	$	28,940,840	$	4,085,322	$	(120,684,554)	$	(8,237,925)	$	42,028,730
Balance, December 31, 2024	33,913,697	$	131,827,547	$	6,097,500	$	-	$	28,940,840	$	4,085,322	$	(120,684,554)	$	(8,237,925)	$	42,028,730
Net loss and comprehensive loss for the year	-		-		-		-		-		(2,040,061)		(43,906,944)		(2,002,862)		(47,949,867)
Shares issued through equity financing	1,550,000		48,628,055		-		-		-		-		-		-		48,628,055
Share exchange	291,751		6,970,040		-		-		-		-		-		-		6,970,040
Exercise of options	261,602		2,812,613		-		-		(764,569)		-		-		-		2,048,044
Settlement of RSUs	553,332		6,304,584		-		-		(6,304,584)		-		-		-		-
Share-based compensation	-		-		-		-		17,119,082		-		-		-		17,119,082
Equity component of convertible debenture	23,076		300,000		-		13,776,369		-		-		-		-		14,076,369
Balance,December 31,2025	36,593,458	$	196,842,839	$	6,097,500	$	13,776,369	$	38,990,769	$	2,045,261	$	(164,591,498)	$	(10,240,787)	$	82,920,453

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

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

1. Nature of operations

Abaxx Technologies Inc. (“Abaxx” or the “Company”) is a company incorporated under the Alberta Business Corporations Act. Its corporate headquarters is 110 Yonge Street, Suite 1601, Toronto, Ontario, M5C 1T4, and its registered office is at 1250, 639 – 5[th] Avenue S.W., Calgary, AB T2P 0M9. The Company's common shares are listed on the Cboe Canada Exchange under the trading symbol “ABXX”.

Abaxx is a technology company engaged in developing and deploying trust-enabling internet protocols.

The Board of Directors approved the consolidated financial statements on March 31, 2026.

2. Material accounting policies

The Company's material accounting policies are set out below. These policies have been consistently applied to each of the years presented unless otherwise indicated.

(a) Statement of compliance

The consolidated financial statements have been prepared in accordance with and using accounting policies in full compliance with the IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), effective for the Company’s reporting for the years ended December 31, 2025, and 2024. The accounting policies below have been applied consistently to the years presented in these consolidated financial statements.

(b) Basis of presentation

These consolidated financial statements have been prepared on a historical cost basis, except for certain of the Company's financial instruments measured at fair value as outlined in note 1(d).

The company's functional currency is the Canadian dollar, which is also the presentation currency of the consolidated financial statements. The functional currencies of the Company's subsidiaries are noted in the table below.

(c) Basis of consolidation

The consolidated financial statements include the accounts of the Company and its subsidiary companies after eliminating intercompany balances and transactions. Subsidiaries are entities over which the Company has the power to govern the financial and operating policies, generally accompanying a shareholding of more than 50% of the voting rights. At December 31, 2025, and 2024 (except as noted below), the Company's subsidiaries and consolidation basis are as follows:

nsolidation basis are as follows:
Name Functional currency Place of incorporation	Ownership December 31
	2025 2024
Abaxx Singapore PTE. LTD. ("Abaxx Singapore")(2) USD Singapore Abaxx Clearing PTE. LTD. ("Abaxx Clearing")(1)(2) USD Singapore Abaxx Exchange PTE. LTD. ("Abaxx Exchange")(1)(2) USD Singapore Abaxx Technologies Corp. ("Abaxx Barbados") USD Barbados Abaxx Technologies Holdco Inc. CAD Canada LabMag Services Inc..(3) CAD Canada LabMag GP Inc..(3) CAD Canada LabMag Limited Partnership.(3) CAD Canada Privacy Code Inc USD USA	92.8% 92.8% 92.8% 92.8% 92.8% 92.8% 100% 100% 100% 100% 100% 100% 80% 80% 80% 80% 100% 100%

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

Adaptive Infrastructure Inc..(3)	USD	Barbados	100%	100%
Abaxx Technologies Inc. Limited.(3)	USD	Hong Kong	100%	100%
Frontline Environmental Exchange Inc.3)	USD	Barbados	100%	100%
Abaxx Spot PTE LTD.	USD	Singapore	100%	-

(1) Abaxx Clearing and Abaxx Exchange are wholly-owned subsidiaries of Abaxx Singapore. As a result, the Company's interest in Abaxx Clearing and Abaxx Exchange is held through Abaxx Singapore.

(2) The interest in these entities is held through the Company's wholly-owned subsidiary, Abaxx Barbados.

(3) These are wholly owned subsidiaries of Abaxx and were not actively engaged in business activities.

(d) Financial instruments

Below is a summary showing the classification and measurement bases of the Company's financial instruments:

	Classification Cash and cash equivalents FVTPL Member margin deposit and guaranty funds FVTPL Short term investments FVTPL Investments at fair value FVTPL Other receivables Amortized cost Convertible note receivable FVTPL Derivatives FVTPL Convertible debenture Amortized cost Accounts payable and accrued liabilities Amortized cost

Financial assets

Financial assets are classified as either financial assets at fair value through profit and loss (“FVTPL”), amortized cost, or fair value through other comprehensive income (“FVTOCI”). The Company determines the classification of its financial assets at initial recognition.

Amortized cost - assets that are held for collection of contractual cash flows where those cash flows are solely payments of principal and interest are measured at amortized cost. Interest revenue is calculated using the effective interest method, and gains or losses arising from impairment, foreign exchange, and derecognition are recognized in profit or loss. Financial assets measured at amortized cost are subscription receivables and other receivables.
Fair value through other comprehensive income - assets that are held for collection of contractual cash flows and for selling the financial assets, and for which the contractual cash flows are solely payments of principal and interest, are measured at fair value through other comprehensive income. The Company does not hold any financial assets measured at fair value through other comprehensive income.
Mandatorily at fair value through profit or loss - assets that do not meet the criteria to be measured at amortized cost, or fair value through other comprehensive income, are measured at fair value through profit or loss. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss. Financial assets mandatorily measured at fair value through profit or loss comprise cash and cash equivalents, short-term investments, funds held in trust, and investments at fair value.
Designated at fair value through profit or loss – On initial recognition, the Company may irrevocably designate a financial asset to be measured at fair value through profit or loss in order to eliminate or significantly reduce an accounting mismatch that would otherwise arise from measuring assets or liabilities, or recognizing the gains and losses on them, on different bases. All interest income and changes in the financial assets’ carrying amount

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

are recognized in profit or loss. The Company does not hold any financial assets designated to be measured at fair value through profit or loss.

Expected credit loss impairment model

IFRS 9 introduced a single expected credit loss impairment model based on changes in credit quality since the initial application. The Company has classified subscription receivables and other receivables into this category.

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Company considers it a financial asset to default when the borrower is unlikely to pay its credit obligations to the Company in full or when the financial asset is more than 90 days past due.

The carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off.

Business model assessment

The Company assesses the objective of its business model for holding a financial asset at a level of aggregation that best reflects the way the business is managed, and information is provided to management. This assessment considers stated policies and objectives.

Contractual cash flow assessment

The cash flows of financial assets are assessed as to whether they are solely payments of principal and interest on the basis of their contractual terms. For this purpose, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money, the credit risk associated with the principal amount outstanding, and other basic lending risks and costs. In performing this assessment, the Company considers factors that would alter the timing and amount of cash flows such as prepayment and extension features, terms that might limit the Company’s claim to cash flows, and any features that modify consideration for the time value of money.

Derecognition of financial assets

The Company derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire.

Financial liabilities

Financial liabilities are classified as either financial liabilities at FVTPL or at amortized cost. The Company determines the classification of its financial liabilities at initial recognition.

i. Amortized cost

Financial liabilities are classified as measured at amortized cost unless they fall into one of the following categories: financial liabilities at FVTPL, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition, financial guarantee contracts, commitments to provide a loan at a below-market interest rate, or contingent consideration recognized by an acquirer in a business combination.

The Company’s accounts payable and accrued liabilities do not fall into any of the exemptions and are therefore classified as measured at amortized cost.

Recognition and initial measurement

The Company recognizes a financial liability when it becomes party to the contractual provisions of the instrument. At initial recognition, the Company measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, with the exception of financial liabilities subsequently measured at fair value

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

through profit or loss for which transaction costs are immediately recorded in profit or loss. Where an instrument contains both a liability and equity component, these components are recognized separately based on the substance of the instrument, with the liability component measured initially at fair value and the equity component assigned the residual amount.

Classification and subsequent measurement

Subsequent to initial recognition, all financial liabilities are measured at amortized cost using the effective interest rate method or fair value. Interest, gains and losses relating to a financial liability are recognized in profit or loss.

Transaction costs

Transaction costs associated with financial instruments, carried at FVTPL, are expensed as incurred, while transaction costs associated with all other financial instruments are included in the initial carrying amount of the asset or the liability.

Subsequent measurement

Instruments classified as FVTPL are measured at fair value with unrealized gains and losses recognized in profit or loss. Instruments classified as amortized cost are measured at amortized cost using the effective interest rate method. Instruments classified as FVTOCI are measured at fair value with unrealized gains and losses recognized in other comprehensive income.

Derecognition

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled, or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred, or liabilities assumed, is recognized in profit or loss.

(e) Determination of functional currency

The functional currency is the currency of the primary economic environment in which the Company operates. The determination of functional currency was performed by the Company on an entity-by-entity basis and is based on various judgmental factors such as the influence on labour, material and other costs of goods or services received by the Company’s subsidiaries, management determined that the functional currency for the parent is the Canadian dollar and the functional currency for the Company's subsidiaries is the United States dollar.

(f) Foreign currency translation

Monetary assets and liabilities denominated in currencies other than functional currencies are translated into functional currencies at the rate of exchange in effect at the consolidated statement of financial position date. Non-monetary assets and liabilities are translated at historical rates. Expenses are translated at the transaction date exchange rate. Foreign currency gains and losses resulting from translation are reflected in net comprehensive loss for the year.

The assets and liabilities of entities with a functional currency that differs from the presentation currency are translated to the presentation currency as follows:

Assets and liabilities are translated at the closing rate on the consolidated statement of the financial position date;
Income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case, income and expenses are translated at the rate on the dates of the transactions) for the year presented;
Equity transactions are translated using the exchange rate at the date of the transaction; and

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

All resulting exchange differences are recognized as a separate component of equity as reserve for foreign currency translation.

Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income in the foreign currency translation reserve.

(g) Cash and cash equivalents

Cash and cash equivalents consist of cash deposited in banks and highly liquid short-term interest bearing investments, that includes mutual funds in money market funds.

(h) Short term investments

Short-term investments comprise of cash deposited in banks and highly liquid short-term interest-bearing investments and are recorded at fair value as of the date of the statement of financial position. The fair value adjustment is recorded under gain on fair value of short-term investments in the consolidated statements of operations and comprehensive loss.

(i) Income taxes

The Company’s income tax expense consists of current and deferred tax expense. Current and deferred tax are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income.

Current tax is recognized and measured at the amount expected to be recovered from or payable to the taxation authorities based on the income tax rates enacted or substantively enacted at the end of the reporting year end and includes any adjustment to taxes payable in respect of previous years.

Deferred tax is recognized on any temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable earnings. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized, and the liability is settled. The effect of a change in the enacted or substantively enacted tax rates is recognized in net earnings and comprehensive income or in equity depending on the item to which the adjustment relates.

Deferred tax assets are recognized to the extent future recovery is probable. At each reporting year end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the assets to be recovered.

(j) Revenue

The Company recognises revenue when it is satisfied that the performance of obligation of a promised service to the customer is completed. Revenue, net of goods and services tax, are recognised in the consolidated income statement on the following basis:

Trading, clearing and settlement fees generated from contracts traded are recognised on trade dates, net of rebates, and on a per transaction basis.

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

(k) Loss per share

Basic loss per share is computed by dividing the loss for the year available to common shareholders by the weighted average number of shares outstanding during the year. Diluted loss per share is computed similarly to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options, restricted share units, and convertible debenture, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the year. Options, restricted share units and convertible debenture are anti-dilutive and, therefore, have not been taken into account in the per share calculations.

(l) Provisions

A provision is recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

(m) Share-based payment transactions

The Company operates equity settled share-based remuneration plans under which it grants stock options and restricted share units (“RSUs”) for its eligible directors, officers, employees and consultants. The fair value of equity-settled share options granted to employees is recognized as an expense over the vesting period with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee, including directors of the Company.

The fair value is measured at the grant date. The fair value of the options granted is measured using the Black-Scholes option-pricing model, taking into account the terms and conditions upon which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the number of share options that are expected to vest. Any cumulative adjustment prior to vesting is recognized in the current year. No adjustment is made to any expense recognized in prior year if share options ultimately exercised are different to those that vested.

Restricted share units represent a right to receive common shares of the Company upon satisfaction of applicable vesting conditions. The Company assesses RSUs to determine whether they are equity ‑ settled or cash ‑ settled awards. Based on the terms of the RSU arrangements, the Company has concluded that RSUs are equity ‑ settled share ‑ based payment arrangements, as they are settled through the issuance of the Company’s common shares and the Company does not have a present obligation to settle the awards in cash.

Accordingly, RSUs are measured at fair value at the grant date based on the market price of the Company’s common ‑ shares and are expensed on a straight line basis over the applicable vesting period. RSUs vest based on continued service and, where applicable, the achievement of specified performance conditions. The Company estimates the number of RSUs expected to vest and revises this estimate at each reporting date, with any resulting adjustment ‑ recognized prospectively in share based compensation expense.

Upon vesting of stock options or RSUs, the Company issues common shares and reclassifies the related amount from contributed surplus to share capital. No compensation expense is recognized for awards that do not vest.

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

The fair value of share-based payments to non-employees is based on the fair value of the goods or services received. If the Company cannot estimate reliably the fair value of the goods or services received, the Company measures their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted at the date the Company receives the goods or services.

(n) Share capital

Common shares and preferred shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity. The proceeds from the exercise of stock options together with amounts previously recorded in reserves over the vesting years are recorded as share capital. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with IAS 12, Income Taxes.

(o) Equity units

Proceeds received on the issuance of units, comprised of common shares and warrants, are allocated to warrants based on relative value method and common shares based on the residual method.

(p) Goodwill

Goodwill represents the difference between the acquisition cost of an investment and the fair value of the net tangible assets acquired after an allocation is made for finite life intangible assets. Goodwill is not amortized but is subject to fair value impairment tests, on at least an annual basis. Goodwill impairment is identified by comparing the value in use of a cash generating unit ("CGU") with its recoverable amount. If any potential impairment is identified, the amount of the impairment is quantified by comparing the carrying value of goodwill to its recoverable amount. Any impairment of goodwill is recognized in impairment expense in the consolidated statement of income and other comprehensive income in the year in which the impairment is determined.

(q) Intangible assets

Intangible assets acquired are initially recognized at cost of purchase, which is also the fair value at the date acquired, and are subsequently carried at cost less accumulated amortization and, if applicable, accumulated impairment losses. The Company’s intangible asset has a finite life and is amortized over its useful economic life. The intangible asset is also assessed for impairment each reporting period. The amortization period and method of amortization are reassessed annually. Changes in the expected useful life are accounted for by changing the amortization period or method, as appropriate, and are treated as a change in accounting estimates. The amortization expense is recorded as a charge in consolidated statements of loss and comprehensive loss. The Company’s intangible asset comprises intellectual property and is amortized over a period of three years.

(r) Investment in associate

The Company holds an equity investment in an associate. An associate is an entity over which the Company has significant influence and is neither a controlled subsidiary nor a jointly controlled entity. The Company has significant influence when it has the power to participate in the financial and operating policy decisions of the associate but does not have control or joint control over those policies.

The Company accounts for equity investments using the equity method. Under the equity method, the Company’s investment in an associate is initially recognized at cost and is subsequently increased or decreased to recognize the Company’s share of earnings or losses of the associate, and for impairment losses after the initial recognition date. The Company’s share of an associate’s losses that are in excess of its investment in the associate are

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate. The Company’s share of earnings or losses of associates are recognized through net income or loss during the year. Cash distribution received from an associate is accounted for as a reduction in the carrying amount of the Company’s investment in the associate.

At the end of each reporting year, the Company assesses whether there is any objective evidence that an investment in an associate is impaired. Objective evidence includes observable data indicating that there is a measurable decrease in the estimated future cash flows of the associate’s operations. When there is objective evidence that an investment in an associate is impaired, the carrying amount of such investment is compared to its recoverable amount, being the greater of its fair value, less costs of disposal and value in use (i.e., present value of its future cash flows). If the recoverable amount of an investment in an associate is less than its carrying amount, then an impairment loss is recognized in that year. When an impairment loss reverses in a subsequent year, the carrying amount of the investment in an associate is increased to the revised estimate of the recoverable amount to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had an impairment loss not been previously recognized. A reversal of an impairment loss is recognized through net income or loss in the year in which the reversal occurs.

(s) Leases

At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a year of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the Company has the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement and whether the Company has the right to direct the use of the asset.

At inception or on modification of a contract that contains a lease component, the Company will allocate the consideration in the contract to each lease component relative to each component’s stand-alone value. When the Company is a lessee, it will recognize a right-of-use asset and a lease liability at the commencement date of the lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, and less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the date the leased asset is available for use to the end of the lease term or useful life of the asset. In addition, the right-of-use assets may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the net present value of the lease payments discounted by either the interest rate implicit in the lease or if that rate cannot be readily determined, the Company’s incremental borrowing rate. Lease payments included in the measurement of the lease liability are comprised of:

fixed payments, including in-substance fixed payments; and
the exercise price under a purchase option that the Company is reasonably certain to exercise.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if there is a change in our estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension or termination option. Variable lease payments not included in the initial measurement of the lease liability are charged directly to profit.

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The lease payments associated with these leases

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

are charged directly to the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease term.

(t) Significant accounting judgments and estimates

The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting year. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences.

Revisions to accounting estimates are recognized in the year in which the estimate is revised and future years if the revision affects both current and future years. These estimates are based on historical experience, current and future economic conditions, and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant assumptions about the future that management has made could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Share-based payments

Management is required to make certain estimates when determining the fair value of stock options awards, and the number of awards that are expected to vest. These estimates affect the amount recognized as share-based compensation in the statement of loss and comprehensive loss, based on estimates of forfeiture and expected lives of the underlying stock options.

Warrants

Management is required to make certain estimates on all inputs in the Black-Scholes option-pricing model, when determining the fair value of warrants included in unit financing.

Investments

Management is required to make certain estimates on inputs including revenue projections and multipliers and the selection of appropriate discount rates when determining the fair value of certain investments.

Derivatives and debt component of convertible debenture instruments

Management is required to make certain estimates on the determination of the fair value of derivatives including consideration of credit risk and implied share price volatility.

The measurement of the convertible debenture instruments components is determined through the application of valuation techniques, including discounted cash flow analysis and the Black-Scholes-Merton model.

Consolidation

Judgment is applied in assessing whether the Company exercises control and/or has significant influence over the entities in which the Company directly or indirectly owns an interest. The Company has control when it has the power over the subsidiary, has exposure to rights or variable returns and has the ability to use its power to affect the returns. Significant influence is defined as the power to participate in the financial and operational decisions of the subsidiaries. Where the Company is determined to have control, these entities are consolidated. Additionally, judgment is applied in determining the effective date on which control or significant influence was obtained. Investment in associate.

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

The values relating to investment in associates involve significant estimates and assumptions, including future cash flows and discount rates. It is tested for impairment annually or more frequently if the circumstances or assumptions change significantly.

(u) Fair value hierarchy

The following summarizes the methods and assumptions used in estimating the fair value of the Company's financial instruments where measurement is required. Fair value amounts represent point-in-time estimates and may not reflect fair value in the future. The measurements are subjective in nature, involve uncertainties and are a matter of judgment. The methods and assumptions used to develop fair value measurements, for those financial instruments where fair value is recognized in the consolidated statement of financial position, have been prioritized into three levels as per the fair value hierarchy.

Level one includes quoted prices (unadjusted) in active markets for identical assets or liabilities. Level two includes inputs that are observable other than quoted prices included in level one. Level three includes inputs that are not based on observable market data.

(v) Accounting standards not yet adopted

Accounting standards have not yet adopted several new standards and amendments to standards are effective for annual years beginning after January 1, 2026, and earlier application is permitted; however, the Company has not early adopted the new and amended standards in preparing these consolidated financial statements. The new and amended standard is not expected to significantly impact the Company's consolidated financial statements.

(i). Amendments to IFRS 9 and IFRS 7, and the effective date is January 1, 2026. The amendments are intended to clarify the application of the SPPI (solely payments of principal and interest) test, provide guidance on financial instruments with contingent and ESG-linked features, and introduce additional disclosure requirements. The expected impact of these amendments on the Company is currently being fully assessed, but management does not expect any significant changes to the classification of existing financial assets.

(ii). IFRS 18 and the effective date is January 1, 2027, and it replaces IAS 1. The new standard introduces:

New mandatory subtotals in the statement of profit or loss;
A structured classification of income and expenses (operating, investing, financing); and
Enhanced disclosure requirements for management-defined performance measures.

The expected impact of these amendments on the Company is currently being fully assessed, but management expects changes to the Company's financial statements under IFRS 18, including changes to the presentation of the statement of profit or loss and additional disclosures. No impact is expected on total profit or equity.

(iii). IFRS 19 and the effective date is January 1, 2027. This standard permit eligible subsidiaries to apply reduced disclosure requirements while continuing to apply IFRS recognition and measurement principles. The expected impact on the Company is being assessed. If applicable, it may reduce disclosure requirements in future financial statements.

(w) Convertible Debentures

Convertible debentures are accounted for as compound financial instruments. At initial recognition, the proceeds are allocated between a liability component, measured at the present value of contractual cash flows discounted at a market rate for similar debt without a conversion feature; and an equity component, representing the residual amount of the conversion option.

The liability component is subsequently measured at amortized cost using the effective interest method, with interest expense recognized in profit or loss. The equity component is not remeasured.

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

The conversion feature is classified as equity only where it meets the fixed-for-fixed criterion. Upon conversion, the carrying amounts of the liability and equity components are reclassified to equity, with no gain or loss recognized.

(x) Reclassification of Prior Period

Reclassification of Operating Expenses

During the year ended December 31, 2025, the Company reviewed its presentation of operating expenses and determined that an additional caption of License and Subscription Expenses provides more relevant and reliable information to the users of the financial statements in accordance with ISA 1 - Presentation of Financial Statements.

Previously, certain expenses were included in the Research and Development captions that are better aligned with the caption License and Subscription Expenses. Accordingly, the comparative figures for the year ended December 31, 2024, have been recast to align with the new presentation format.

The reclassification resulted in Research and Development Expenses previously reported as $11,337,165 being reduced by $3,722,194 (recast to $7,531,512), with a corresponding increase in License and Subscription expenses during the year ended December 31, 2025.

This reclassification did not impact the Net Loss, Net Comprehensive Loss, Net Assets or loss per share for the year ended December 31, 2025. The changes affected only the classification within the Consolidated Statements of Operations and Comprehensive Loss.

3. Member margin deposit and guaranty funds

The Company, through its subsidiary Abaxx Clearing, operates a clearing house, which acts as a central counterparty that becomes the buyer to every seller and the seller to every buyer for its clearing members or participants. Through this central counterparty function, the clearing house provides financial security for each transaction for the duration of the position by limiting counterparty credit risk. The clearing house is responsible for providing clearing services to its exchange.

Guaranty Funds

The clearing house requires each clearing member to make deposits to a fund known as the guaranty fund. The guaranty fund's main purpose is to provide partial protection in the event of a clearing member default. As of December 31, 2025, the amount held in the guaranty funds was $11,942,032 (December 31, 2024, $3,634,953).

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

4. Short-term investments

The Company held short-term investments at the year end, and the balances are as follows:

	December 31, 2025	December 31, 2024
Opening balance, GIC	$60,362	$60,362
Addition, GIC	35,000	-
Addition, Money Market Fund	276,317	-
Foreign exchange adjustment	(1,832)	-
Total short-term investments	$369,847	$60,362

During the year ended December 31, 2025, the Company recognized investment income of $1,865 ( December 31, 2024, $1,588) in its consolidated statement of operations and comprehensive loss. The Guaranteed Investment Certificate (“GIC”) has an interest rate of 2.85% and matures on February 17[th] , 2027.

During the year ended December 31, 2025, the Company invested $267,317 (December 31, 2024, $nil) in Money Market Fund (‘MMF”) with a Canadian investment bank. During the year ended December 31, 2025, the Company recognized $396 unrealized fair value adjustment (December 31, 2024, $nil) in its consolidated statement of operations and comprehensive loss.

During the year ended December 31, 2025, the Company recognized interest income of $767,475 (December 31, 2024, $848,160) in its consolidated statement of operations and comprehensive loss. This interest income was earned on regular bank account balances held during the year.

5. Convertible note receivables

5. Convertible note receivables	5. Convertible note receivables
The following schedule presents the changes in the convertible note receivables:
	Smart Crowd	Artex	Total
December 31, 2023	$622,762	$ -	$622,762
Foreign exchange adjustments	12,854	-	12,854
Fair value adjustments	(449,778)	-	(449,778)
December 31, 2024	$185,838	$-	$185,838
December 31, 2024	$185,838	$ -	$185,838
Sale of investment	(136,889)	-	(136,889)
Purchase of convertible note receivable	-	6,970,040	6,970,040
Loss on sale of convertible note receivable	(43,530)	-	(43,530)
Foreign exchange adjustments	(5,419)	(117,001)	(122,420)
December 31, 2025	$-	$6,853,039	$6,853,039

Smart Crowd Holding Limited.

In September 2018, the Company purchased an unsecured convertible note from an arms-length party, Smart Crowd Holding Limited ("SCHL"), in the amount of USD $140,000 ($181,888). During the year ended December 31, 2025, the convertible note was sold for $136,889, resulting in a loss on disposal of $43,530

The convertible note receivable was measured at fair value through profit or loss and at December 31, 2025, it was valued at $Nil as the note was disposed of during the year. (December 31, 2024, $185,838).

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

Artex AG.

On October 1, 2025, the Company executed a securities exchange agreement (the “SEA”) with Artex AG (“Artex”), a company that provides artwork trading services and is located in the Principality of Liechtenstein.

Pursuant to the SEA, Artex shall issue two convertible debentures (the “Debentures”) for an aggregate total value of US$10,000,000 in exchange for (i) 291,751 free-trading common shares of Abaxx (the “Abaxx Shares”) at a deemed price per Abaxx Share of US$17.138, which were issued on October 1, 2025, and (ii) US$5,000,000 of Abaxx Shares at a floating price per Abaxx Share, which are issuable after January 31, 2026 (the “Transaction”). The second tranche has not yet been issued. The Debentures are convertible at the option of Abaxx into common shares of Artex (“Artex Shares”) at any time, and at the option of Artex into Artex Shares, subject to the completion of certain financial milestones by Artex.

The Debentures shall mature and become payable on the date, which is three years from the date of issuance, and are secured against Artex Shares. In connection with the Transaction, the Company has also entered into a cooperation agreement with Artex that sets out the terms of a strategic partnership to collaborate on technology integration, joint development, and mutual marketing and sales initiatives to achieve these shared objectives.

The Company reports the interest in Artex at fair value, with changes in fair value recorded through the Company’s consolidated statement of operations and comprehensive loss. As at December 31, 2025, the fair value of the Company’s investment in Artex was estimated at $6,853,039 (December 31, 2024, $nil). During the year ended December 31, 2025, the Company did not record a change in the fair value of its investment (December 31, 2024, $nil).

6. Investments at fair value

The following schedule presents the changes in the investments at fair value:

	Pasig &
	Hudson	AirCarbon	Minehub	Total
December 31, 2023	$1,556,971	$161,161	$ -	$1,718,132
Purchase of investment at fair value (iii)	-	-	5,583,500	5,583,500
Loss on investment at fair value (i)	(486,870)	(170,469)	(697,650)	(1,354,989)
Foreign exchange adjustments	107,992	9,308	-	117,300
December 31,2024	$1,178,093	$-	$4,885,850	$6,063,943

December 31, 2024	$1,178,093	$ -	$4,885,850	$6,063,943
Purchase investment at fair value (iii)	-	-	500,000	500,000
Gain on investment at fair value (iii)	137,976	-	8,573,173	8,711,149
Foreign exchange adjustments	(2,110)	-	-	(2,110)
December 31, 2025	$1,313,958	$-	$13,959,023	$15,272,982

(i) Pasig and Hudson

Pasig and Hudson, a Singapore company, is a private company that provides consulting, advisory, and development services in blockchain and other non-traditional banking solutions.

During the year ended December 31, 2018, the Company purchased 2,699,410 common stocks of Pasig and Hudson Private Limited ("P&H"), representing 18% of the outstanding common stock, for a total consideration of USD $600,000 in cash and 1,250,000 of common shares of the Company at a fair value of $500,000.

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

The Company reports the interest in P&H at fair value, with changes in fair value recorded through the Company’s consolidated statement of operations and comprehensive loss. As of December 31, 2025, the fair value of the Company’s investment in P&H was estimated at $1,313,958 (December 31, 2024, $1,178,093). During the year ended December 31, 2025, the Company recorded a change in the fair value of its investment of $137,976 gain (December 31, 2024, $486,870 loss).

(ii) AirCarbon Pte. Ltd

During the year ended December 31, 2024, the Company disposed of its holding in AirCarbon Pte. Ltd.

(iii) Minehub Technologies Inc.

In 2024, the Company entered into two share exchange agreements with Minehub Technologies Inc. (“Minehub”) to acquire 17,143,334 shares, representing a 19.87% equity voting stake, for a total consideration of 456,359 Abaxx common shares. In 2025, the Company acquired an additional 526,316 for $500,000.

As at December 31, 2025, the Company held 17,669,650 shares (December 31, 2024, 17,143,334) representing 17.05% (December 31, 2024, 19.87%) of the issued and outstanding shares of Minehub.

The Company reports the interest in Minehub at fair value, with changes in fair value recorded through the Company’s consolidated statement of operations and comprehensive loss. As at December 31, 2025, the fair value of the Company’s investment in Minehub was estimated at $13,959,023 (December 31, 2024, $4,885,850). During the year ended December 31, 2025, the Company recorded a change in the fair value of its investment $8,573,173 gain (December 31, 2024, $697,650 loss).

7. Investment in associate

Base Carbon Inc.

Base (for the Benefit of Air, Sea, Earth) Carbon Inc. (“Base Carbon”) is a globally diversified asset development firm in the business of sourcing, financing, developing, and trading carbon credits. Base Carbon’s mandate is to be the preferred carbon project partner for financing, streaming, technology, and access to markets. Abaxx Technology Corp. was a founding shareholder of Base Carbon and at December 31, 2025, held approximately 19.7% (December 31, 2024, 17.7%) of shares outstanding. The quoted market value for these shares in Base Carbon at December 31, 2025, was $20,042,184 (December 31, 2024, $8,412,739). This value has not been adjusted on the balance sheet due to IFRS equity accounting as an investment in associate.

The Base Carbon Royalty provides that Base Carbon would pay Abaxx a 2.5% royalty for the usage of software it developed. The royalty is indefinite in term and Base Carbon has the right to buy back the royalty upon the payment of US$150,000,000 (above or in excess of any royalty already paid) to Abaxx. During 2025, $63,675 (December 31, 2024, $968,848) has been accrued under the royalty agreement. The royalty payment is conditional on Base Carbon having a positive EBITDA (earnings before interest, taxes, depreciation, and amortization) and for the year ended December 31, 2025, Base Carbon generated a positive EBITDA.

Base Carbon continues to be classified as an associate and accounted for under the equity method of accounting as the Company retains significant influence over the financial and operating matters of the associated company.

During the year ended December 31, 2025, the Company recorded a share of the operating results of Base Carbon. The Company recorded a gain of $27,257 (December 31, 2024, $6,772,399 loss).

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

8. Goodwill and intangible asset

On August 30, 2024, the Company completed the acquisition of PrivacyCode, Inc. by Abaxx Technologies Corp. (Barbados) (“Abaxx Barbados”), an indirect wholly owned subsidiary of Abaxx Technologies Inc., pursuant to a definitive agreement and plan of merger dated August 21, 2024.

The business of PrivacyCode is a data governance platform that turns policies into actionable and measurable tasks and requirements. Organizations often face challenges in coordinating compliance and governance across various specialized disciplines. Using PrivacyCode, users achieve consistent and measurable outcomes, ensuring value in the increasingly important Global Data Supply Chain.

The Company issued an aggregate of 37,146 common shares at a deemed issuance price of $11.07 per acquisition share in connection with the cancellation and settlement of simple agreements for future equity previously entered into between PrivacyCode and certain other parties. An aggregate total of 6,696 Acquisition Shares has been issued to Abaxx Barbados in consideration for the cancellation of the SAFE Agreements on equal terms to other third-party SAFE Holders.

The consideration paid and allocation to the net assets acquired on the acquisition are as follows:

	As at December 31, 2025
Issuance of common shares Holdback shares Cash	Preliminary Change Final
	$337,082 $181,220 $518,302 - 130,533 130,533 - 274 274
Total consideration	$337,082 $312,028 $649,109
Cash and cash equivalents Accountspayable and accrued liabilities	$36,852 $(13,270) 23,582 (78,323) 78,323 -
Net Assets Acquired	$(41,471) $65,054 $ 23,582

intangible asset - Intellectual Property	$- $- $544,432
Goodwill	$378,553 $246,973 $81,094

Goodwill and intangible asset comprised the following:

	Goodwill Intellectual Property Total
	Cost: Balance, December 31, 2024 $378,553 $ - $378,553 Acquisition through business combination - - - Purchase price allocation 246,973 - 246,973 Transfer to Intellectual Property (544,432) 544,432 -
	Balance, December 31, 2025 $ 81,094 $544,432 $625,526

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

	Accumulated amortization: Balance, December 31, 2024 $ - $ - $ - Amortization expense - (241,970) (241,970)
	Balance, December 31, 2025 $- $(241,970) $(241,970)
	Carrying value: December 31, 2025 $ 81,094 $ 302,462 $383,556
	December 31, 2024 $378,553 $- $378,553

At December 31, 2025, the Company performed its annual impairment assessment by comparing the carrying value of the cash-generating unit (CGU) or group of CGUs to the recoverable amount and concluded that no impairment of goodwill was identified.

At December 31, 2025, the Company’s intangible asset comprises intellectual property and is amortized over three years, 2025 $241,970, 2026 $181,477, and 2027 $120,985. The intangible asset was assessed for impairment at the end of the reporting period.

9. Accounts payable and accrued liabilities

	December 31, 2025	December 31, 2024
Accounts payable	$2,654,509	$3,308,562
Accrued liabilities	3,004,843	756,121
Due to a related party	-	1,824,559
Total accounts payable and accrued liabilities	$5,659,352	$5,889,242

10. Convertible debenture

On March 28, 2025, the Company closed the first tranche (the “First Tranche”) of its non-brokered private placement (the “Offering”) of secured convertible debentures (the “Debentures”) for aggregate gross proceeds of $22,849,000. The outstanding principal amount of the Debentures, together with any accrued and unpaid interest, will become due and payable in full on March 26, 2028 (the “Maturity Date”) and will be payable in cash. Each Debenture consists of $1,000 principal amount of secured convertible debentures of the Company and is convertible into common shares of the Company (each, a “Debenture Share) at the option of the holder thereof before the Maturity Date at a conversion price equal to $13.00 per Debenture Share (the “Conversion Price”).

The Company has the right to redeem the Debentures at redemption price equal to 105% of the principal amount of the outstanding Debentures plus any accrued and unpaid interest to the date before the date of redemption: (a) at any time, should the VWAP of the Company’s common shares exceed 130% of the Conversion Price for no fewer than 20 out of 30 consecutive trading days, or (b) after March 26, 2027.

The Debentures were issued at an original issue discount equal to 2.5% of the aggregate principal amount of the Debentures and bear interest at a rate of 7.0% per annum from the date of issue, payable semi-annually in arrears in cash on June 30 and December 31 of each year following the first interest payment date of December 31, 2026. The Debentures are secured against particular publicly-traded securities owned by the Company.

In connection with the Offering, so long as the Debentures remain outstanding, the Company has agreed to not assume any additional indebtedness without the consent of a majority of the holders of Debentures as may be outstanding from time to time, other than: (a) certain permitted debt arrangements of up to $10,000,000 for working

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

capital or regulatory capital requirements in the normal course of business, and (b) trade indebtedness in the normal course of its business.

The Company paid $598,650 in issuance costs, which included the finders' commission, legal fees, and bank fees for the execution of the convertible debenture offering.

As the debenture has a conversion feature, the equity and debt components must be bifurcated with value assigned to each. The value assigned to the liability on the date of issuance was the present value of the contractually determined stream of future cash flows discounted at 18.66%, being the estimated rate that the market would apply to an instrument with comparable credit status and provide substantially the same cash flows, on the same terms, but without the conversion option. From the date of issuance, the liability component accretes up to its principal value using the effective interest method, with the charge recorded in the Consolidated Statements of Operations and Comprehensive Loss. The fair value assigned to the conversion feature, on the date of issuance, was based on the residual value. This resulted in an initial amount of $14,463,917 being allocated to the liability portion and $8,185,432 allocated to the equity portion. Deferred taxes of $2,169,139 were netted against the equity portion of the convertible notes at inception. The offset was a net release in deferred tax valuation allowance resulting in a deferred tax recovery of $2,169,139 during 2025.

Total transaction costs related to the issuance of the convertible debt were allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component. They are amortized over the life of the convertible debentures using the effective interest method.

On April 10, 2025, the Company closed the second and final tranche (the “Second Tranche”) of its previously announced non-brokered private placement (the “Offering”) of secured convertible debentures (the “Debentures”) for aggregate gross proceeds of $10,065,000.

The outstanding principal amount of the Debentures, together with any accrued and unpaid interest, will become due and payable in full on March 26, 2028 (the “Maturity Date”) and will be payable in cash. Each Debenture consists of $1,000 principal amount of secured convertible debentures of the Company and is convertible into common shares of the Company (each, a “Debenture Share”) at the option of the holder thereof prior to the Maturity Date at a conversion price equal to $13.00 per Debenture Share (the “Conversion Price”).

The Company has the right to redeem the Debentures at redemption price equal to 105% of the principal amount of the outstanding Debentures plus any accrued and unpaid interest to the date prior to the date of redemption: (a) at any time, should the volume weighted average price (“VWAP”) of the Company’s common shares exceed 130% of the Conversion Price for no fewer than 20 out of 30 consecutive trading days, or (b) after March 26, 2027.

The Debentures were issued at an original issue discount equal to 2.5% of the aggregate principal amount of the Debentures and bear interest at a rate of 7.0% per annum from the date of issue, payable semi-annually in arrears in cash on December 31 of each year following the first interest payment date of December 31, 2026. The Debentures are secured against certain publicly-traded securities owned by the Company. No finder fees were issued in connection with the Second Tranche.

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

to an instrument with comparable credit status and provide substantially the same cash flows, on the same terms, but without the conversion option. From the date of issuance, the liability component accretes up to its principal value using the effective interest method, with the charge recorded in the Consolidated Statements of Operations and Comprehensive Loss. The fair value assigned to the conversion feature, on the date of issuance, was based on the residual value. This resulted in an initial amount of $7,056,894 being allocated to the liability portion and $2,870,980 allocated to the equity portion. Deferred taxes of $760,810 were netted against the equity portion of the convertible notes at inception. The offset was a net release in deferred tax valuation allowance resulting in a deferred tax recovery of $760,810 during 2025.

The Company assesses whether any features of the convertible debenture require separate recognition as embedded derivatives. An embedded derivative is separated and accounted for at fair value through profit or loss (FVTPL) if its economic characteristics are not closely related to the host contract; and it does not meet the definition of an equity instrument. Where required, such derivatives are measured at fair value at each reporting date, with changes recognized in profit or loss. The Company notes that there were redemption features within the convertible debentures which met the criterion to be recognized separately as embedded derivatives. The value assigned to the embedded derivative on the date of issuance was $370,599 for Tranche 1 and $114,499 for Tranche 2. The Company recognized a gain of $10,456,450 as at December 31, 2025, on the embedded derivative. The appreciation in the value of the derivative was driven by the implied share price volatility. The share price of the company as at the Tranche 1 issuance and Tranche 2 issuance were $9.90 and $9.22 respectively as compared to $51 as at December 31, 2025.

The following table summarizes the continuity of the Company’s convertible debenture:

	Convertible	Liability	Equity
	Debenture	Component	Component	Derivatives
Balance at December 31, 2024	$ -	$ -	$ -	$	-
Issuance of convertible debenture-Tranche 1	22,278,750	14,463,917	8,185,432	(370,599)
Issuance of convertible debenture-Tranche 2	9,813,375	7,056,894	2,870,980	(114,499)
Gain on derivatives	(10,456,450)	-	-	(10,456,450)
Transaction costs	(598,650)	(388,658)	(209,992)		-
Accretion interest	3,787,127	3,787,127	-		-
Deferred tax	2,929,949	-	2,929,949		-
Conversion to shares	(300,000)	(300,000)	-		-
Interest paid	(12,312)	(12,312)	-		-
Balance at December 31, 2025,	$27,441,789	$24,606,968	$13,776,369	$(10,941,548)

The following relevant assumptions and inputs were used to estimate the fair value of the Debenture:

	December 31, 2025
Expected stock price volatility Expected life (years) Risk-free interest rate Expected dividend yield Interest rate Share price of the Company Conversion price	Tranche 1 Tranche 2 Derivatives
	51.77% 50.49% 50% 3 3 3 2.61% 2.64% 2.61% - - - 18.66% 20.10% - $9.90 $9.22 $51.00 $13.00 $13.00 $13.00

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

11. Share capital

Common shares

The authorized share capital consists of an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid. Common shares issued are as follows:

	Number of
	common shares	Amount
Balance, December 31, 2023	31,375,986	$101,173,100
Shares issued through equity financing	1,599,500	19,563,278
Shares issued on the acquisition of investments	493,505	5,994,706
Exercise of stock options	211,714	2,457,134
Settlement of RSUs	232,992	2,639,329
Balance, December 31, 2024	33,913,697	$131,827,547

Balance, December 31, 2024	33,913,697	$131,827,547
Shares issued through equity financing (i, iii)	1,550,000	48,628,055
Share exchange (ii)	291,751	6,970,040
Equity component of convertible debenture (iv)	23,076	300,000
Exercise of stock options (note 12)	261,602	2,812,613
Settlement of RSUs(note 12)	553,332	6,304,584
Balance, December 31, 2025	36,593,458	$196,842,839

(i) On January 31, 2025, the Company completed an equity financing for gross proceeds of $650,000, issuing 50,000 Abaxx common shares at $13.00 per share.

(ii) October 1, 2025, the Company executed a securities exchange agreement with Artex AG (“Artex”), for the issuance of two convertible debentures for an aggregate total value of $13,940,080 (US$10,000,000) in exchange for (i) 291,751 free-trading common shares of the Company at a deemed price of $23.89 (US$17.14) per share (issued on October 1, 2025) for $6,970,040 (US$5,000,000) , and (ii) $6,970,040 (US$5,000,000) of the Company’s shares at a floating price per share, which are issuable on or after January 31, 2026. The debentures are convertible, at Abaxx's option, into common shares of Artex at any time.

(iii) On October 20, 2025, the Company completed a non-brokered private placement financing for gross proceeds of $30,846,805 (US$22,000,000), issuing 1,000,000 Abaxx common shares at $30.85 (US$22) per share for net proceeds of $30,674,600. The Financing also consisted of the issuance of one-half of one Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase an additional share at a price of $34.26 (US$25) until April 20, 2028. The Warrants were exercised on December 23, 2025, and the Company issued an additional 500,000 common shares for gross proceeds of $17,131,250 (US$12,500,000).

(iv) During the year, the Company issued 23,076 Abaxx common shares on the conversion of debentures.

Preferred shares

The preferred shares are non-cumulative preferred shares of Abaxx Singapore Pte. The authorized share capital consists of an unlimited number of preferred shares. The preferred shares do not have a par value. All preferred shares issued are fully paid. The preferred shareholders are not entitled to a cash dividend. These preferred shares are convertible at the option of the preferred shareholders into ordinary shares of Abaxx Singapore Pte.

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

In the event of any voluntary or involuntary liquidation, dissolution or winding-up of Abaxx Singapore Pte or defined Liquidation Event, the holders of outstanding Preferred Shares shall be entitled to be paid out of the assets of Abaxx Singapore Pte available for distribution before any payment made to the holders of common shares. The Abaxx Singapore Pte’s Board of Directors must approve any deemed Liquidation Event.

The Conversion Price for the Preferred Shares is subject to appropriate adjustment in the event of any share dividend, share split, combination or other similar recapitalization. The Preferred Shares also contain 'down-round' anti-dilution adjustments to the conversion ratio. The anti-dilution adjustments will affect the Conversion Price of the Preferred Shares (into Abaxx Singapore Pte Ordinary Shares) by varying the number of Abaxx Singapore Pte Ordinary Shares to be issued upon conversion than what was initially required without a down-round. No adjustments have been needed to date under these provisions.

The preferred shares issued are as follows:

The preferred shares issued are as follows:
	Number of
	common shares	Amount

Balance, December 31, 2023	-	$-
Preferred shares issuance	953,787	6,097,500
Balance, December 31, 2024	953,787	$ 6,097,500

Balance, December 31, 2025	953,787	$ 6,097,500

12. Contributed surplus

Stock options:

The Company had the following stock option transactions for the year ended December 31, 2025, and December 31, 2024:

	Number of stock	Weighted average
	options	exercise price
Balance, December 31, 2023	1,689,308	$8.21
Exercised	(211,714)	$7.98
Granted	2,161,773	$13.85
Cancelled	(477,387)	$10.81
Balance, December 31, 2024	3,161,980	$11.69
Balance, December 31, 2024	3,161,980	$11.69
Exercised	(261,602)	7.83
Granted	797,500	10.54
Cancelled	(70,118)	4.71
Balance, December 31, 2025	3,627,760	$11.84

During the year ended December 31, 2025, the Company canceled 70,118 (December 31, 2024, 477,387) stock options that former employees and consultants forfeited.

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

The following table reflects the stock options issued and outstanding as of December 31, 2025:

		Weighted average
Expiry date	Exercise price ($)	remaining contractual life	Number of options outstanding	Number of options exercisable
		(periods)
18-Sep-27	$7.50	1.72	155,000	155,000
27-Sep-27	$7.15	1.74	125,000	125,000
22-Nov-27	$7.19	1.89	141,241	141,241
31-Dec-27	$7.50	2.00	304,251	304,251
2-Apr-27	$13.78	1.25	495,698	412,058
11-Jun-27	$12.00	1.44	378,500	245,331
31-Dec-27	$11.30	2.00	145,000	96,657
31-Dec-27	$11.06	2.00	449,103	299,372
31-Dec-27	$15.00	2.00	400,000	266,640
31-Dec-27	$13.00	2.00	61,500	61,500
31-Dec-27	$19.00	2.00	61,500	61,500
31-Dec-27	$25.00	2.00	61,500	61,500
31-Dec-27	$30.00	2.00	61,500	61,500
14-May-28	$13.00	2.37	80,000	26,667
14-May-28	$10.00	2.37	588,967	189,967
19-Jun-28	$11.15	2.47	119,000	39,667
			3,627,760	2,547,850

Restricted share units:

The Company established a restricted stock unit plan (“RSU Plan”) that was approved by its shareholders. The RSU Plan, which is administered by the Board of Directors, is intended to provide an incentive and retention mechanism to foster the interest of eligible directors, officers, employees, and consultants in the Company's success.

Awards granted under the RSU Plan shall be settled at the sole discretion of the Company, either: (i) through the issue from treasury of the number of RSU shares represented by such vested award; or (ii) in the case of awards in respect of RSU shares that are common shares, through the purchase on the secondary market by the Company of the number of RSU shares represented by such vested award and delivery to such RSU holder.

	Number of RSUs
Balance, December 31, 2023	405,820
Granted	2,250,706
Settlement in common shares	(232,991)
Balance, December 31, 2024	2,423,055

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

Balance, December 31, 2024	2,423,055
Granted	179,368
Settlement in common shares	(553,333)
Balance, December 31, 2025	2,049,091

(i) In May 2025, the Company granted 100,000 restricted stock units to employees and consultants of the Company. This grant of RSUs vested one third in May 2025, one third in May 2026, and one third in May 2027. Each vested RSU entitles the holder to acquire one common share of the Company. The shares issued upon such RSU settlement shall be issued as fully paid and non-assessable shares, each RSU was valued on the grant date at the market price of $10 per share.
(ii) In June 2025, the Company granted 24,664 restricted stock units to an employee of the Company. This grant of RSUs vested one half in June 2025, and one half in June 2026. Each vested RSU entitles the holder to acquire one common share of the Company. The shares issued upon such RSU settlement shall be issued as fully paid and non-assessable shares, each RSU was valued on the grant date at the market price of $11.15 per share.
(iii) In June 2025, the Company granted 24,500 restricted stock units to a consultant of the Company. This grant of RSUs vested one third in June 2025, one third in June 2026, and one third in June 2027. Each vested RSU entitles the holder to acquire one common share of the Company. The shares issued upon such RSU settlement shall be issued as fully paid and non-assessable shares, each RSU was valued on the grant date at the market price of $11.15 per share.
(iv) In October 2025, the Company granted 10,204 restricted stock units to a consultant of the Company. This grant of RSUs vested 7,580 on grant, and 2,624 in January 2026, and each vested RSU entitles the holder to acquire one common share of the Company. The shares issued upon such RSU settlement shall be issued as fully paid and non-assessable shares, each RSU was valued on the grant date at the market price of $34.30 per share.
(v) In October 2025, the Company granted 20,000 restricted stock units to a consultant of the Company. This grant of RSUs vested one half on grant, and one half in October 2026, and each vested RSU entitles the holder to acquire one common share of the Company. The shares issued upon such RSU settlement shall be issued as fully paid and non-assessable shares, each RSU was valued on the grant date at the market price of $34.30 per share.

During the year ended December 31, 2025, share-based compensation totaling $17,119,082 (year ended December 31, 2024, $19,143,068) was recognized in the statement of operations and comprehensive loss in connection with stock options and RSUs.

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

13. Revenue

Revenue comprises the following:

Revenue comprises the following:
	For the	year ended
	December 31,	December 31,
	2025	2024
Trading and settlement income	$981,147	$ -
Royalty income	63,675	968,848
Total revenue	$1,044,822	$968,848

The following table provides information about the nature and timing of the satisfaction of performance obligations in contracts with customers, including significant payment terms, and the related revenue recognition policies:

Trading revenue

Nature of goods or services	Provision of an organised market for commodities derivatives contracts.
When revenue is recognised	Trading revenue is recognised when service is rendered and a trade is executed on a per transaction basis.
Significant payment terms	Fees are charged at the point when a trade is executed and matched on the platform.
Clearing revenue
Nature of goods or services	Provision of a clearing service for commodities derivatives contracts.
When revenue is recognised	Clearing revenue is recognised when service is rendered and an executed trade is accepted for clearing on a per transaction basis.
Significant payment terms	Fees are charged at the point where the clearing house accepts and clears the matched trade.

14. Loss per share

For the years ended December 31, 2025, and 2024, basic and diluted loss per share have been calculated based on the loss attributable to common shareholders and the weighted average number of common shares outstanding. Diluted loss per share did not include the effect of stock options, restricted share units and convertible debentures, as they are anti-dilutive.

as they are anti-dilutive.
	For the year	ended
	December 31,	December 31,
	2025	2024
Basic and diluted loss per common share:
Net loss attributable to common shareholders	$(43,906,944)	$(54,075,308)
Weighted average number of common shares outstanding	34,697,999	32,862,411
Basic and diluted loss per common share	$(1.27)	$(1.65)

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

15. Capital risk management

The Company manages its capital with the following objectives:

to ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future growth opportunities, and pursuit of accretive acquisitions; and
to maximize shareholders, return through enhancing the share value.

The Company monitors its capital structure and adjusts according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general.

The Company may manage its capital structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by Management and the Board of Directors on an ongoing basis.

The Company considers its capital to be equity, comprising share capital, contributed surplus, reserves, non-controlling interest, cumulative other comprehensive income, and deficit, which totaled $82,920,453 as of December 31, 2025, (December 31, 2024, $42,028,730).

The Company manages capital through its financial and operational forecasting processes. The Company reviews its working capital and forecasts its future cash flow based on operating expenditure, and other investing and financing activities. There were no changes in the Company’s approach to capital risk management during the year ended December 31, 2025, and the Company is not subject to any externally imposed capital requirements.

16. Financial risk factors

Fair value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements for invested assets are categorized into levels within a fair value hierarchy based on the nature of valuation inputs (Level 1, 2 or 3).

The fair value of other financial assets and financial liabilities is considered to be the carrying value when they are of short duration or when the instrument’s interest rate approximates current observable market rates.

The fair value of cash and cash equivalents and short-term investments approximate their carrying amounts due to their relatively short period to maturity.

Where other financial assets and financial liabilities are of longer duration, fair value is determined using the discounted cash flow method, which uses discount rates based on adjusted observable market rates.

The table below summarizes the assets and liabilities that are included at their fair values in the Company’s consolidated statement of financial position as at December 31, 2025, and December 31, 2024. These assets and liabilities have been categorized into hierarchical levels, according to the significance and reliability of the inputs used in determining fair value measurements. The fair value hierarchy has the following levels:

Level 1 – quoted prices represent unadjusted quoted prices for identical instruments exchanged in active markets.
Level 2 – significant other observable inputs includes directly or indirectly observable inputs, other than quoted prices for identical instruments exchanged in active markets.
Level 3 – significant unobservable inputs include inputs that are not based on observable market data.

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

The following table illustrates the classification of the Company's financial instruments within the fair value hierarchy as at December 31, 2025, and 2024.

December 31, 2024		Level 1	Level 2	Level 3	Total
Cash and cash equivalents		$25,403,981	$-	$-	$25,403,981
Member margin deposit and		3,634,953	-	-	3,634,953
guaranty funds
Short term investments		60,362	-	-	60,362
Investments at fair value		4,885,850	-	1,178,093	6,063,943
Convertible note receivables		-	-	185,838	185,838
		$30,350,193	$-	$1,363,931	$31,714,124
December 31, 2025		Level 1	Level 2	Level 3	Total
Cash and cash equivalents		$62,213,960	$-	$-	$62,213,960
Member margin deposit	and	11,942,032	-	-	11,942,032
guaranty funds
Short term investments		369,847	-	-	369,847
Investments at fair value		13,959,023	-	1,313,959	15,272,982
Convertible note receivables		-	-	6,853,039	6,853,039
		$88,484,862	$-	$8,166,998	$96,651,859

Significant inputs

The measurement basis for the P&H investment at fair value was the projected revenue and revenue multiplier as at December 31, 2025. A 10% fluctuation in the projected revenue would result in a $131,396 gain or loss on fair value adjustment in the consolidated financial statements.

The measurement basis for the Minehub investment at fair value was the quoted price as at December 31, 2025. A 10% fluctuation in the quoted price would result in a $1,395,902 gain or loss on fair value adjustment in the consolidated financial statements.

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counter party to a financial instrument fails to meet its contractual obligations.

The Company's credit risk is attributable to cash and cash equivalents, member margin deposit and guaranty funds, short-term investments, convertible note receivable, and other receivables. Cash and cash equivalents, and member margin deposit and guaranty funds, are on deposit with Canadian and Singaporean chartered banks, from which management believes the risk of loss is remote. Other receivables are due from the Ministry of Revenue, from which management believes the risk of loss to be remote. Convertible note receivable is due from an arm's length third party from which management believes the risk of loss to be remote. The Company’s maximum exposure to credit risk as at December 31, 2025, and 2024 is the carrying value of cash and cash equivalents, member margin deposit and guaranty funds, short term investments, convertible note receivable, and other receivables.

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

Interest rate risk

The Company has cash and cash equivalents and member margin deposit and guaranty funds, bearing fixed interest rates and no variable interest-bearing debt. Its current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors its investments and is satisfied with the credit ratings of its banks.

Liquidity risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at December 31, 2025, the Company had current assets of $83,742,567 (December 31, 2024, $30,520,028) to settle current liabilities of $17,601,384 (December 31, 2024, $9,524,194). The ability of the Company to continue as a going concern depends on its ability to secure additional equity or other financing. All of the Company’s current financial liabilities have contractual maturities of less than one year and are subject to normal trade terms.

The convertible debentures bear interest at a fixed rate and mature on March 26, 2028, unless converted or redeemed earlier in accordance with their terms.

Market risk

Market risk is the risk of loss that may arise from changes in market forces such as interest rates and foreign exchange rates.

Foreign currency risk

The Company's functional and reporting currency is the Canadian dollar. Major purchases and investments are transacted in United States dollars. The Company is exposed to foreign currency risk with respect to the cash, member margin deposit and guaranty funds and accounts payable balances of $67,196,125 (December 31, 2024, $21,863,256) denominated in United States dollars.

Sensitivity analysis

Based on management's knowledge and experience of the financial markets, the Company believes the following movements are reasonably possible over a 12-month period:

i) The Company has no variable interest-bearing debt at December 31, 2025, and 2024.

ii) The Company has cash and accounts payable denominated in United States dollars. Sensitivity to a plus or minus 5 percentage point change in exchange rate would lead to a $3,359,806 (December 31, 2024, $1,093,163) gain (loss) in the reported comprehensive loss.

17. Related party transactions

The Company considers key management to be officers and directors. During the year December 31, 2025, $933,751 (December 31, 2024, $453,153) of fees were incurred from key management and companies controlled by or related to key management.

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

Key management and directors received $2,525,123 and $536,434, respectively, in share-based compensation during the year December 31, 2025 (December 31, 2024, $2,536,803 and $1,307,174, respectively).

18. Income taxes

(a) Provision for income taxes

The following table reconciles the expected income tax provision at the statutory tax rate of 26.50% to the amounts recognized in the consolidated statement of loss for the year ended December 31, 2025, and December 31, 2024:

	December 31, 2025	December 31, 2024
Net loss before income taxes	$(42,979,857)	$(56,500,477)
Expected tax recovery at statutory rates increase (decrease)
resulting from
Expected income tax recovery	(11,389,662)	(14,972,626)
Effect of Foreign Rates	2,965,364	3,512,112
Permanent differences	3,043,649	5,206,146
Tax benefits not recognized / (previously unrecognized)	5,380,649	6,254,368
Deferred tax expense on compound financial instrument	2,929,949
Total income tax expense /(recovery)	$2,929,949	$-

(b) Deferred tax balances

The tax effect of temporary differences that give rise to deferred tax assets and deferred tax liabilities at December 31, 2025, and 2024 are as follows:

31, 2025, and 2024 are as follows:
	December 31, 2025	December 31, 2024
Recognized deferred tax assets
Non-capital losses carried forward	750,953		-
Investments	(620,130)		-
Convertible debenture	(130,823)
Net deferred tax liability	-		-

(c) Unrecognized deferred tax assets

Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following unrecognized deductible temporary differences.

	December 31, 2025	December 31, 2024
Intangible assets	32,072,891	32,152,846
Investments	-	2,233,336
Share issuance costs	2,293,376	1,504,768
Non-capital losses carried forward - Canada	38,890,988	32,761,305
Non-capital losses carried forward - Singapore	88,046,564	47,203,887
Non-capital losses carried forward - Barbados	754,017	366,797
Unrecognized deductible temporarydifferences	$162,057,836	$116,222,939

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

i. Share issue and financing costs will be fully amortized in 2028. The remaining deductible temporary differences may be carried forward indefinitely.

ii. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the group can utilize the benefits therefrom.

(d) Non-capital losses

The Company’s Canadian non-capital losses carried forward of $38,890,988 expire from 2036 to 2045. The Company has foreign non-capital losses that expire as follows:

has foreign non-capital losses that expire as follows:
Year of Expiry	$
2036	2,518,668
2037	989,311
2038	1,181,821
2039	166
2040	1,043,659
2041	5,977,800
2042	3,861,311
2043	5,953,689
2044	11,235,075
2045	6,129,683
	38,890,988

The losses in Singapore have an indefinite life, and the losses in Barbados have a seven-year carry forward.

19. Commitments

Royalty Payments

During the year ended December 31, 2019, the Company entered into a Royalty Agreement (“Royalty”) with its subsidiary Abaxx Singapore. The Royalty payment contains the following terms:

Abaxx Singapore will accrue and pay a royalty equal to 2% of gross revenue to the Company, payable quarterly as of April 1, 2019, continuing in perpetuity until the obligation is relinquished by the Company.
The amounts payable become due to the Company after Abaxx Singapore generates positive earnings before income tax and depreciation of USD$25,000,000 in a calendar period.
There is no interest accrued on royalty payments accrued and not yet paid.

As of December 31, 2025, Abaxx Singapore has achieved its first net revenue, and as such, the Company has begun to accrue royalties from Abaxx Singapore.

The Company has a royalty agreement with Base Carbon that would pay Abaxx a 2.5% royalty on gross revenue for previous financial assistance and the usage of software it developed. The royalty is indefinite in term and Base Carbon has the right to buy back the royalty upon the payment of US$150,000,000 to Abaxx. See note 7 for royalties earned under this agreement.

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

Transfer of Intellectual Property and License Agreement

The Company has developed proprietary digital technology and intellectual property for applications to exchange trading and clearing for commodities and financial products including liquid natural gas as well as other tradable commodities and applications. (“Exchange Technology”).

During the year ended December 31, 2019, the Company entered into a Master Licensing Agreement (“MLA”) with its majority owned affiliate Abaxx Singapore. As a result of this agreement, the Company was assigned exclusive title rights of use as well as the sub-license rights to the Exchange Technology by way of a master license agreement. The Company maintains ownership of the intellectual property licensing in the MLA.

Abaxx Singapore has agreed to pay the Company earnings if in the future it sub-licenses the Exchange Technology, in which case as a result of the MLA royalty fees would be as follows:

An amount equal to 20% of revenues on the first USD$2,000,000
An amount equal to 10% of revenues on the next USD$3,000,000
An amount equal to 5% of revenue on any excess revenue

Payments from Abaxx Singapore under these agreements are due monthly to the Company. As of December 31, 2025, no material amounts have been accrued by Abaxx Singapore, and no material amounts have been recorded as receivable by the Company under either a royalty agreement or the MLA.

The Company has not recorded the benefits under either of these agreements as an asset due to the intellectual property being still under development, no revenues have been generated, and commercial viability of the Exchange Technology has not yet been determined.

As of December 31, 2025, this agreement does not impact the Company's consolidated financial statements.

Contingency

The Company is a party to the claims & litigation arising in the normal course of business. Due to the inherent uncertainties of litigation and/or the early stage of certain proceedings, the final outcomes of all ongoing litigation and claims cannot be predicted with certainty and the amount of any potential losses cannot be estimated reliably. The resolution of any future matters could materially affect the Company's financial position, results of operations or cash flows.

20. Segment information

The Company operates in a single segment, being the development and deployment of trust-enabling Internet protocols. As at December 31, 2025, and 2024, the Company’s core assets, intellectual property, and development work are conducted in Singapore.

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Abaxx Technologies Inc. — Audit Report / Information 2025

45336_rns_2026-03-31_1ad0ff6b-366a-4d2b-8bb9-d2757d03d775.pdf

ABAXX TECHNOLOGIES INC.

INDEPENDENT AUDITOR’S REPORT

Opinion

Basis for Opinion

Key Audit Matters

Evaluation of the measurement of fair value of level 3 investments

Description of the matter

Why the matter is a key audit matter

How the matter was addressed in the audit

Accounting assessment and measurement of convertible debenture instruments

Description of the matter

Why the matter is a key audit matter

How the matter was addressed in the audit

Other Information

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Auditor’s Responsibilities for the Audit of the Financial Statements

Abaxx Technologies Inc.

Approved on behalf of the Board:

Abaxx Technologies Inc.

Abaxx Technologies Inc. Consolidated Statement of Cash Flows (Expressed in Canadian Dollars)

Abaxx Technologies Inc. Consolidated Statement of Changes in Equity (Expressed in Canadian Dollars)

1. Nature of operations

2. Material accounting policies

(a) Statement of compliance

(b) Basis of presentation

(c) Basis of consolidation

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

(d) Financial instruments

Financial assets

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

Expected credit loss impairment model

Business model assessment

Contractual cash flow assessment

Derecognition of financial assets

Financial liabilities

i. Amortized cost

Recognition and initial measurement

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

Classification and subsequent measurement

Transaction costs

Subsequent measurement

Derecognition

(e) Determination of functional currency

(f) Foreign currency translation

(g) Cash and cash equivalents

(h) Short term investments

(i) Income taxes

(j) Revenue

(k) Loss per share

(l) Provisions

(m) Share-based payment transactions

(n) Share capital

(o) Equity units

(p) Goodwill

(q) Intangible assets

(r) Investment in associate

(s) Leases

(t) Significant accounting judgments and estimates

Share-based payments

Warrants

Investments

Consolidation

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

(v) Accounting standards not yet adopted

(w) Convertible Debentures

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

(x) Reclassification of Prior Period

Reclassification of Operating Expenses

3. Member margin deposit and guaranty funds

Guaranty Funds

4. Short-term investments

5. Convertible note receivables

Smart Crowd Holding Limited.

Artex AG.

6. Investments at fair value

(i) Pasig and Hudson

Abaxx Technologies Inc. Notes to Consolidated financial statements For the year ended December 31, 2025, and 2024 (Expressed in Canadian Dollars)

Abaxx Technologies Inc. Audit Report / Information 2025