CLOUD3 VENTURES INC.
(Formerly Orthogonal Global Group Inc)

Consolidated Financial Statements

For the years ended June 30, 2025 and 2024

(Expressed in Canadian dollars)

DAVIDSON & COMPANY LLP
Chartered Professional Accountants

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Cloud3 Ventures Inc.

Opinion

We have audited the accompanying consolidated financial statements of Cloud3 Ventures Inc. (formerly Orthogonal Global Group Inc.) (the "Company"), which comprise the consolidated statement of financial position as at June 30, 2025 and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity, and cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2025, and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

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 Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the consolidated financial statements, which indicates that the Company incurred a net loss and comprehensive net loss of $601,433 during the year ended June 30, 2025, and, as of that date, the Company's total accumulated deficit was $22,326,352. As stated in Note 1, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

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

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our auditor's report.

Existence, Ownership, and Valuation of Digital Assets

We draw your attention to Note 3 – Material accounting policies to the consolidated financial statements and Note 6 - Digital assets at fair value.

A member of Nexia International

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6
Telephone (604) 687-0947 Davidson-co.com

At June 30, 2025, the Company held $498,544 of Digital assets which included digital currency tokens. The Digital Assets are primarily held in wallets maintained by the Company. Management was responsible for designing, implementing, and maintaining internal controls relevant to the preparation and fair presentation of the financial statements, over the safeguarding of the Company’s digital assets and wallets and determining the fair value of these assets.

The principal considerations for our determination that performing procedures relating to the existence, ownership and valuation of digital assets is a key audit matter are (i) the degree to which reporting these transactions and balances depend on specialized controls and processes specific to the digital asset industry, and (ii) the requirement for management to make estimates and judgements related to valuation of the digital assets. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the estimates and judgments made by management in these areas.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included among others:

performing reconciliations against management’s schedule of wallets held at the year end comparing these with the prior year end.
performing test of details over the reconciliations of the digital assets including digital assets purchased / disposed of during the year.
performing audit procedures over the unit price used to determine the fair value of the digital assets.
recalculating the gain/loss and unrealized gain/loss on the transactions and cryptocurrency held.

Existence and Valuation of Investments

We draw your attention to Note 3 – Material accounting policies to the consolidated financial statements and Note 8 – Investments at fair value.

At June 30, 2025, the Company held investments with a total fair value of $75,719 in SAFE investments in private companies. The calculation of fair value for private investments contains significant estimation uncertainty due to the use of Level 3 valuation inputs under IFRS 9 and is subject to potential management bias.

The principal considerations for our determination that performing procedures relating to the valuation of certain investments is a key audit matter are (i) the significant judgments used by management when determining the fair value estimates (ii) high degree of auditor judgment and subjectivity in performing procedures and evaluating management’s assessment of the fair value and (iii) the audit effort that involved the use of professionals with specialized skills and knowledge.

obtaining confirmation from third parties of the number of shares, and the most recent financing directly with the investee.
Assessing the reasonableness of the assumptions used in determining the fair value of investments with the assistance of our internal valuation expert.
performing substantive tests of details over disposals and recalculating the gain on disposal.

Other Matter

The accompanying consolidated financial statements of Cloud3 Ventures Inc. for the year ended June 30, 2024, were audited by another auditor who expressed an unmodified opinion on those statements on January 22, 2025.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management’s Discussion and Analysis.

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

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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

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

In preparing the consolidated financial statements, management is responsible for assessing the Company'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 Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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. 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 these consolidated 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 consolidated 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 Company'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 Company'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 consolidated 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 Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We 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.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year/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 report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Reshma Mahase.

Vancouver, Canada

October 28, 2025

Chartered Professional Accountants

Cloud3 Ventures Inc.
(Formerly Orthogonal Global Group Inc.)
Consolidated Statements of Financial Position
As at June 30, 2025 and 2024
(Expressed in Canadian dollars unless otherwise indicated)

	Note	June 30, 2025	June 30, 2024
ASSETS
Current assets
Cash		$ 1,563	$ 2,525
Tax receivable		19,823	37,634
Prepaid expenses and deposits	4	22,413	4,073
Loan receivable	5	72,172	69,396
Digital assets	6	498,544	36,401
Subscription receivable	7	150,000	-
Due from related parties		195,441	-
Total current assets		959,956	150,029
Non-current assets
Investments	8	75,719	287,767
Total assets		1,035,675	437,796
LIABILITIES
Current
Accounts payable and accrued liabilities	9	285,405	374,577
Total liabilities		285,405	374,577
SHAREHOLDERS’ EQUITY
Share capital	11	20,923,056	20,359,313
Reserves	11	2,079,317	1,527,649
Obligation to issue shares	11	173,073	-
Revaluation surplus		-	72,104
Accumulated other comprehensive loss		(98,824)	(98,824)
Accumulated Deficit		(22,326,352)	(21,797,023)
Total Shareholders’ Equity		750,270	63,219
Total Liabilities and Shareholders’ Equity		1,035,675	437,796

Nature of Operations and Going Concern (Note 1)

Approved on behalf of the Board of Directors on October 28, 2025:

"David Nikzad"
"Jason Hobson"
Director

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc.
(Formerly Orthogonal Global Group Inc.)
Consolidated Statements of Loss and Comprehensive Loss
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars unless otherwise indicated)

	Note	June 30, 2025	June 30, 2024
		$	$
Revenue	18	2,074	113,246
Cost of revenue		-	(140,329)
Gross income		2,074	(26,993)
EXPENSES
Consulting and professional fees		325,801	652,960
Investor relations		5,019	68,513
Office expenses		824	309,876
Share based compensation		77,677	1,523,342
Regulatory fees		51,662	71,307
Operating expenses		(460,983)	(2,625,998)
Other income (expenses)
Loss on sale of equipment		-	(56,490)
Impairment of convertible notes receivable		-	(364,969)
Gain on settlement of debt and accounts payable		219,961	6,706
Provision for HST/GST receivable		(26,394)	-
Interest income		2,776	16,116
Gain on disposal of investments		9,484	-
Foreign exchange (loss) gain		(52,256)	76,224
Fair value change in investments		(30,652)	(310,506)
Loss on revaluation of digital assets		(218,067)	(39,856)
Realized gain on disposition of digital assets		24,728	24,409
Other income (expenses)		(70,420)	(648,366)
Net loss for the year		(529,329)	(3,301,357)
Revaluation of digital currencies	6	(72,104)	68,456
Total loss and comprehensive loss for the year		(601,433)	(3,232,901)
Basic and diluted loss per share		(0.06)	(0.40)
Weighted average number of shares – basic and diluted		8,200,653	8,321,632

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc.

(Formerly Orthogonal Global Group Inc.)

Consolidated Statements of Changes in Shareholders' Equity

For the years ended June 30, 2025 and 2024

(Expressed in Canadian dollars unless otherwise indicated)

	Note	Outstanding SVS #	Outstanding MVS #	Amount $	Obligation to issue shares $	Reserve $	Revaluation surplus $	Accumulated Deficit $	AOCL $	Total $
Balance, June 30, 2023		3,565,233	34,152	20,101,121	65,439	112,757	3,648	(18,495,666)	(98,824)	1,688,475
Private placement	10	33,485	-	66,969	(65,439)	-	-	-	-	1,530
Shares issued for services	10	20,000	-	40,000	-	-	-	-	-	40,000
Shares issued for investments	10	-	15,109	37,773	-	-	-	-	-	37,773
Stock options exercised	10	5,000	-	13,450	-	(8,450)	-	-	-	5,000
RSU conversion	10	50,000	-	100,000	-	(100,000)	-	-	-	-
Conversion of MVS to SVS		2,474,790	(24,748)	-	-	-	-	-	-	-
Share based compensation	10	-	-	-	-	1,523,342	-	-	-	1,523,342
Net loss for the year		-	-	-	-	-	-	(3,301,357)	-	(3,301,357)
Revaluation of digital assets		-	-	-	-	-	68,456	-	-	68,456
Balance, June 30, 2024		6,148,508	24,513	20,359,313	-	1,527,649	72,104	(21,797,023)	(98,824)	63,219
Private placement		2,562,112	-	294,643	-	473,991	-	-	-	768,634
Shares issued for settlement of debt		2,340,000	-	269,100	-	-	-	-	-	269,100
Conversion of MVS to SVS		858,601	(8,584)	-	-	-	-	-	-	-
Conversion of SVS to MVS		(1,000,000)	10,000	-	-	-	-	-	-	-
Share based compensation		-	-	-	-	77,677	-	-	-	77,677
Obligation to issue shares		-	-	-	173,073	-	-	-	-	173,073
Net loss for the year		-	-	-	-	-	-	(529,329)	-	(529,326)
Revaluation of digital assets		-	-	-	-	-	(72,104)	-	-	(72,104)
Balance, June 30, 2025		10,909,221	25,930	20,923,056	173,073	2,079,317	-	(22,326,352)	(98,824)	750,270

The number of shares have been retroactively adjusted to account for the Company's 20:1 share consolidation, effective December 5, 2024

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc.
(Formerly Orthogonal Global Group Inc.)
Consolidated Statements of Cash Flows
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars unless otherwise indicated)

	June 30, 2025	June 30, 2024
Cash provided by (used in):
Operating Activities
Net loss for the year	(529,329)	(3,301,357)
Items not involving cash:
Digital assets earned	(2,074)	(113,246)
Fair value change on investments	30,652	310,506
Depreciation	-	48,330
Interest income	(2,776)	(16,116)
Realised loss (gain) on disposition of digital assets	(24,728)	(24,409)
Unrealised loss on revaluation of digital assets	218,067	39,856
Realised gain on disposal of investments	(9,494)	-
Foreign exchange gain	(4,783)	(23,984)
Gain on settlement of debt and accounts payable	(219,961)	(6,706)
Loss on sale of equipment	-	56,490
Impairment of convertible note receivable	-	364,969
Shares issued for services	-	40,000
Provision for GST receivable	26,394	-
Share based compensation	77,677	1,523,342
	(440,355)	(1,102,325)
Change in non-cash working capital:
Receivables	17,811	(13,656)
Prepaids	(18,340)	36,196
Accounts payable and accrued liabilities	439,922	60,585
Cash used in operating activities	(962)	(1,019,200)
Financing and Investing Activities
Proceeds from sale of digital assets	-	1,422,468
Purchase of digital assets	-	(1,163,910)
Purchase of investments	-	(33,877)
Cash provided by financing and investing activities	-	224,681
Change in cash	(962)	(787,989)
Cash, beginning of the year	2,525	790,514
Cash, end of the year	$ 1,563	$ 2,525

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc. (Formerly Orthogonal Global Group Inc.)

Notes to the Consolidated Financial Statements For the years ended June 30, 2025 and 2024 (Expressed in Canadian dollars unless otherwise indicated)

1. NATURE OF OPERATIONS AND GOING CONCERN

Cloud3 Ventures Inc. (formerly Orthogonal Global Group Inc.) (the "Company") was incorporated on April 6, 1990 under the laws of the Province of British Columbia, and on June 19, 1997, the Company continued as a federal corporation under the Canada Business Corporation Act. The Company changed its name from Web3 Ventures Inc. to Orthogonal Global Group Inc. on January 8, 2024, and then to Cloud3 Ventures Inc. on July 12, 2024. Cloud3 Ventures Inc. is a Canadian company that operates at the forefront of blockchain innovation. Specializing in the LIF3 ecosystem, the company provides strategic investments and infrastructure solutions to enable the next generation of decentralized applications. The Company's common shares trade on the Canadian Securities Exchange under the symbol "CLDV", OTCQB® Venture Market in the U.S. under the symbol "CLDVF", and Frankfurt Stock Exchange under the symbol "WQ40". Its registered office is located at 409-22 Leader Lane, Toronto Ontario, M5E 0B2.

As at June 30, 2025, the Company incurred a loss of $529,329 for the year then ended (2024 - $3,301,357), had a working capital surplus of $674,551 (2024 – deficiency of $224,548) and accumulated deficit of $22,326,352 (2024 - $21,797,023) since its inception. The Company expects to incur further losses in the development of its business. The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management estimates that the Company has sufficient funds to maintain its operations and activities for the upcoming year. These material uncertainties cast significant doubt as to the Company's ability to continue as a going concern.

These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its obligations and commitments in the normal course of operations. These consolidated financial statements do not give effect to any adjustments required to realize its assets and discharge its liabilities in other than the normal course of business.

2. BASIS OF PREPARATION

(a) Statement of Compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board.

These consolidated financial statements were approved and authorized for issue by the Board of Directors on October 28, 2025.

(b) Basis of Measurement

These consolidated financial statements have been prepared on an accrual basis and are based on the historical cost basis except for certain financial instruments measured at fair value. The consolidated financial statements are presented in Canadian dollars, unless otherwise noted, which is the Company's functional currency.

The preparation of consolidated financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc. (Formerly Orthogonal Global Group Inc.)

As of the date of these consolidated financial statements, the Company's structure is represented by Cloud3 Ventures Inc. as the parent company, and the following wholly owned subsidiaries:

Name	Country of incorporation	Interest
Microcoal USA Inc. (Inactive)	U.S	100%
CO2 Reduction Poland Sp.z.o.o (Inactive)	Poland	100%
Carbiopel – ESP SA (Inactive)	Poland	100%

These consolidated financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company. Control exists when the Company has power over an investee, when the Company is exposed, or has rights, to variable returns from the investee and when the Company has the ability to affect those returns through its power over the investee. Subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition up to the effective date of disposition or loss of control. All intercompany transactions and balances between the Company and its subsidiaries are eliminated.

(d) Functional and presentation currency

In management's judgement, the functional currency of the Company and subsidiaries are the Canadian dollar except for the United States dollar subsidiary Microcoal USA Inc. The presentation currency used in preparing these consolidated financial statements of the Company is the Canadian dollar.

(e) Share consolidation

Unless otherwise noted, all shares and per share information relating to the Company's shares in these consolidated financial statements have been retrospectively adjusted to reflect the 20:1 share consolidation, effective December 5, 2024.

MATERIAL ACCOUNTING POLICIES

(a) Foreign currency translation

Foreign currency transactions are recorded at the exchange rate as at the date of the transaction. At each statement of financial position date, any foreign currency denominated monetary assets and liabilities are translated using the year end foreign exchange rate. Non-monetary assets and liabilities in foreign currencies are translated using the historical rate.

The results and financial position of subsidiaries whose functional currency differs from that of the parent company ("foreign operations") are translated into the Canadian dollar presentation currency as follows: (i) assets and liabilities are translated at the closing rate as at the reporting date, and (ii) income and expenses are translated at the average exchange rate of transactions for the year.

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc.
(Formerly Orthogonal Global Group Inc.)

(b) Income taxes

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in net income except to the extent that it relates to a business combination or items recognized directly in equity or in other comprehensive income (loss). Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect of previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the year-end date. Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of goodwill and temporary differences arising on the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit or loss. Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting year, the Company reassesses unrecognized deferred tax assets. The Company recognizes a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Financial instruments are recognized in the consolidated statements of financial position when the Company becomes a party to the contractual provisions of a financial instrument or derivative contract and are measured on initial recognition at fair value, plus, in the case of financial instruments other than those classified at fair value through profit or loss ("FVTPL"), directly attributable transaction costs.

Financial assets

Measurement of financial assets in subsequent periods depends on whether the financial instrument has been classified and measured at: (i) amortized cost; (ii) fair value through other comprehensive income ("FVOCI"); or (iii) FVTPL. All financial assets not classified and measured at amortized cost or FVOCI are measured at FVTPL. The classification determines the method by which financial assets are carried on the consolidated statement of financial position subsequent to inception and how changes in value are recorded. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cush flows. As at June 30, 2024 and 2023, the Company's convertible note receivable is measured at FVTPL at level 3.

Financial liabilities

Financial liabilities are designated as either: (i) FVTPL; or (ii) other financial liabilities. Financial liabilities, other than financial liabilities classified as FVTPL, are measured in subsequent periods at amortized cost using the effective interest method. Accounts payable and accrued liabilities are classified as other financial liabilities and carried on the consolidated statement of financial position at amortized cost.

Equity instruments

The Company subsequently measures all equity investments at fair value. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in OCI. Where the Company's management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to the consolidated statements of loss and comprehensive loss, following the derecognition of the investment. Dividends from such investments continue to be recognized in the consolidated statements of loss and comprehensive loss as other income when the Company's right to receive payments is established.

Changes in the fair value of financial assets at FVTPL are recognized in other gains/(losses) in the consolidated statements of loss and comprehensive loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc. (Formerly Orthogonal Global Group Inc.)

Derecognition of financial assets

Financial assets are derecognized when the contractual rights to receive the cash flows from the financial asset expire, or when the Company transfers the contractual rights to a third party to receive the cash flows from the financial asset or assumes an obligation to pay the cash flows received in full to a third party without significant delay.

Derecognition of financial liabilities

Financial liabilities are derecognized when they are extinguished, which occurs when the obligation defined in the contract is fulfilled, cancelled or expires. A financial liability is fulfilled when the debtor repays the liability by paying cash, providing other financial assets, goods or services, or is otherwise legally released from the liability.

Impairment of financial assets

The Company assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. A financial asset is considered impaired if objective evidence that can be estimated reliably indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. If a financial asset measured at amortized cost is impaired, an amount equal to the difference between its carrying value and the present value of the estimated future cash flows discounted at the original effective interest rate is recognized as an impairment loss in the consolidated statements of loss and comprehensive loss.

If it has been determined that the impairment has reversed, the carrying amount of the asset is increased to its recoverable amount to a maximum of the carrying amount that would have been determined had no impairment charge been recognized in prior periods. Reversals of impairment charges are recognized in the consolidated statements of loss and comprehensive loss in the period in which they occur.

(d) Digital Assets

Digital assets meet the definition of intangible assets in International Accounting Standards ("IAS") 38 Intangible Assets as they are identifiable nonmonetary assets without physical substance. They are initially recorded at cost and the revaluation method is used to measure the digital assets subsequently. Where digital assets are recognized as revenue, the fair value of the digital asset received is considered to be the cost. Under the revaluation method, increases in fair value are recorded in other comprehensive income, while decreases are recorded in the consolidated statements of loss and comprehensive loss. The Company revalues its digital assets at the end of each of its three financial reporting periods and at its annual financial reporting period end date. There is no recycling of gains from other comprehensive income to the consolidated statements of loss and comprehensive loss. However, to the extent that an increase in fair value reverses a previous decrease in fair value that has been recorded in the consolidated statements of loss and comprehensive loss, that increase is recorded in the consolidated statements of loss and comprehensive loss.

Decreases in fair value that reverse gains previously recorded in other comprehensive income (loss) are recorded in other comprehensive income (loss). Digital assets are measured at fair value using the quoted price on the primary exchange used by the Company- Bybit - prices are then crosschecked with CoinMarketCap. Management considers this fair value to be a level 2 input under IFRS 13 Fair Value Measurement fair value hierarchy as the price on this source represents an average of quoted prices on multiple digital currency exchanges. The Company's determination to classify its holding of Bitcoin ("BTC"), Ethereum ("ETH"), as well as USDC, USDT, and other digital assets as current assets is based on management's assessment that its BTC, ETH and other digital assets held at the end of the reporting period has markets with sufficient liquidity to allow conversion within the Company's normal operating and the Company expects to realize the digital asset within twelve months after the reporting period.

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc.
(Formerly Orthogonal Global Group Inc.)

(e) Impairment of non-financial assets

The Company's identifiable tangible and intangible assets with finite useful lives are reviewed for indicators of impairment at each consolidated statement of financial position date and when events or changes in circumstances indicate that they may be impaired. Impairments are recorded when the recoverable amount of assets are less than their carrying amounts.

The recoverable amount is the higher of an asset's fair value less cost of disposal or its value in use. For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount, and only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, had no impairment charge been recorded. cycle and the Company expects to realize the digital asset within twelve months after the reporting period.

(f) Provisions

Provisions are recorded when a present legal, statutory or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the statements of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, if the effect is material, its carrying amount is the present value of those cash flows.

(g) Share-based payments

The fair value of equity settled stock options awarded to certain parties (i.e. employees for legal and tax purposes, directors and certain consultants), determined as of the date of grant, and awarded to non-employees, as of the date of delivery of service, is recognized as share based compensation expense, in the consolidated statements of loss and comprehensive loss, over the vesting period of the stock options based on the estimated number of options expected to vest, with a corresponding increase to equity. The fair value of stock options is determined using the Black-Scholes option pricing model with market related inputs as of the date of grant or the date of delivery of service. Stock options with graded vesting schedules are accounted for as separate grants with different vesting periods and fair values. Changes to the estimated number of awards that will eventually vest are accounted for prospectively.

(h) Basic and diluted loss per share

Basic earnings or loss per share represents the income or loss for the year, divided by the weighted average number of the total converted MVS to SVS and SVS outstanding during the year. Diluted earnings or loss per share represents the income or loss for the year, divided by the weighted average number of total converted MVS to SVS and SVS outstanding during the year plus the weighted average number of dilutive shares resulting from the exercise of stock options, warrants and other similar instruments where the inclusion of these would not be anti-dilutive.

(i) Revenue recognition

The Company records revenue from contracts with customers in accordance with IFRS 15, Revenue from Contracts with Customers ("IFRS 15") as follows: - Identify the contract with a customer; - Identify the performance obligations in the contract; - Determine the transaction price, which is the total consideration provided by the customer; - Allocate the transaction price among the performance obligations in the contract based on their relative fair values; and - Recognize revenue when (or as) the Company satisfies a performance obligation. The Company has entered into a contract with a mining pool and has undertaken the performance obligation of providing computing power to the mining pool in exchange for non-cash consideration in the form of digital asset. Revenue is recognized upon receipt of Bitcoin in exchange for its mining activities at the fair market value of the Bitcoin received.

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc. (Formerly Orthogonal Global Group Inc.)

The fair value is determined using the closing Bitcoin price per Bybit benchmarked against CoinMarketCap. Management considers the prices quoted on Bybit to be a level 2 input under IFRS 13 Fair Value Measurement. Any difference between the fair value of digital assets recorded upon receipt from mining activities and the actual realized price upon disposal are recorded as a gain or loss on disposition of digital assets.

(j) Significant estimates and assumptions

The preparation of consolidated financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments and estimates made by management in preparing the Company's consolidated financial statements include:

Revenue recognition and value of digital assets

Management has exercised significant judgment in determining appropriate accounting treatment. Management has determined that revenues should be recognized as the fair value of digital assets received in exchange for mining services on the date that digital assets are received and subsequently measured as an intangible asset. In the event authoritative guidance is enacted by the IASB, the Company may be required to change its policies which could result in a change in the Company's financial position and earnings. The digital currency market is still a new market and is highly volatile. Historical prices are not necessarily indicative of future value and a significant change in the market prices for digital currencies could have a significant impact on the Company's earnings and financial position.

Going concern

The assessment of the Company's ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty involves significant judgement based on historical experience and other factors, including the expectation of future events that are believed to be reasonable under the circumstances.

Stock-based compensation

The fair value of stock-based compensation requires estimates of assumptions that are used in the BlackScholes option pricing model.

Share capital

The voting securities of the Company consist of an unlimited number of subordinate voting shares ("SVS" or "Subordinate Voting Shares") and multiple voting shares ("MVS" or "Multiple Voting Shares"). The MVS and SVS are classified as equity instruments (together the "Voting Shares"). Each MVS consist of 100 SVS.

The Company records proceeds from share issuances net of issue costs and any tax effects in shareholders' equity. Shares issued for consideration other than cash are valued based on their market value at the date the shares were granted.

The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates the value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The Company considers the fair value of common shares issued in a unit private placement to be the more easily measurable component. The residual balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded as reserves.

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc. (Formerly Orthogonal Global Group Inc.)

Fair value of financial assets

The estimation of fair value of investments in shares requires making certain estimates and assumptions about future events. The inputs to determine the fair value are taken from observable markets where possible but, where they are unavailable, assumptions are required in establishing fair value. The fair value measurement for investment in shares is derived using level 3 inputs based on past experience, observation of recent private sales on the underlying securities (if available) and management's expectations of future changes.

Deferred tax assets

The determination of income tax is inherently complex and requires making certain estimates and assumptions about future events. Changes in facts and circumstances as a result of income tax audits, reassessments, jurisprudence and any new legislation may result in an increase or decrease in the provision for income taxes.

(k) Accounting standards issued but not yet effective

As at the date of authorization of these consolidated financial statements, the IASB and the IFRS Interpretations Committee had issued certain pronouncements that are mandatory for the Company's accounting periods commencing on or after July 1, 2025. Many are not applicable or do not have a significant impact to the Company and have been excluded. The Company has assessed that no material impact is expected upon the adoption of the following amendments on its consolidated financial statements:

Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rates

In August 2023, the IASB issued amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates in relation to Lack of Exchangeability. The amendments require entities to apply a consistent approach in assessing whether a currency can be exchanged into another currency, and in determining the exchange rate to use and the disclosures to provide when it cannot. These amendments are effective for annual reporting periods beginning on or after January 1, 2025, with early adoption permitted. The Company is assessing the potential impact of these amendments.

IFRS 18: Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of financial statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new. It also requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and includes new requirements for aggregation and disaggregation of financial information based on the identified 'roles' of the primary financial statements and the notes. In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows. These include changing the starting point for determining cash flows from operations under the indirect method from 'profit or loss' to 'operating profit or loss' and removing the optionality around classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards. IFRS 18 and the amendments to the other standards, is effective for annual reporting periods beginning on or after January 1, 2027, but earlier application is permitted and must be disclosed. IFRS 18 will apply retrospectively. The Company is currently evaluating the potential impact of IFRS 18 on the Company's consolidated financial statements.

The Company continues to review changes to IFRS standards.

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc.
(Formerly Orthogonal Global Group Inc.)

PREPAIDS AND DEPOSITS

As at June 30, 2025 and June 30, 2024, prepaids consisted of the following:

	June 30, 2025	June 30, 2024
	$	$
Legal retainer	-	4,073
Prepayment for OTCQB Annual Fees	22,413	-
Balance	22,413	4,073

LOANS RECEIVABLE

As at June 30, 2025, the Company had incurred certain expenditures on behalf of Orthogonal Thinker, an entity with common management, and recognized a receivable of $69,396 (June 30, 2024 - $69,396). The loan is unsecured, accrues interest at a principal rate of 4% per annum and is repayable on demand.

DIGITAL ASSETS

As at June 30, 2025, digital assets consisted of stablecoins and digital currencies. Digital asset transactions include advances from and disposals to the CEO. The details of the Company's digital currencies are as follows:

	Bitcoin		Ethereum
	Number of coins	Total $	Number of coins	Total $
Balance, June 30, 2023	1.28	51,719	0.18	436
Digital assets earned	1.78	113,246	-	-
Digital assets purchased	1.95	146,655	24.18	103,453
Digital assets advanced by related party	-	-	-	-
Digital assets disposed	(4.94)	(395,307)	(24.36)	(99,686)
Realized gain on disposal	-	23,095	-	(5,826)
Unrealized gain on revaluation of digital assets		66,826		1,623
Balance, June 30, 2024	0.07	6,234	-	-
Digital assets earned	0.02	2,178	-	-
Digital assets purchased	0.73	101,915	20	75,740
Digital assets received from private placement	1.00	130,451	-	-
Digital assets advanced from related parties	0.2	18,889	-	-
Digital assets disposed	(0.86)	(106,259)	(19.92)	(75,194)
Realized gain on disposal	-	5,358	-	(191)
Unrealized gain(loss) on revaluation of digital assets	-	12,796	-	(70)
Balance, June 30, 2025	1.16	171,562	0.08	285

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc.
(Formerly Orthogonal Global Group Inc.)

Punkscape
Stablecoins

	Number of coins	Total $	Number of coins	Total $
Balance, June 30, 2023	179	33,138	-	-
Digital assets earned	-	-	-	-
Digital assets purchased	-	-	-	913,802
Digital assets advanced by related party	-	-	-	15,304
Digital assets disposed	(37)	(7,342)	-	(920,133)
Digital assets received on sale of equipment	-	-	-	-
Realized gain on disposal	-	492	-	28,107
Change in unrealized loss on revaluation of digital assets	-	(15,065)	-	6,648
Balance, June 30, 2024	142	11,223	-	-
Digital assets purchased	-	-	1,053,553	1,485,376
Digital assets disposed	(142)	(11,404)	(1,054,608)	(1,481,155)
Realized gain on disposal	-	181	-	(2,933)
Balance, June 30, 2025	-	-	944	1,288

LIF3
GAINS

	Number of coins	Total $	Number of coins	Total $
Balance, June 30, 2024	2,042,279	18,944	-	-
Digital assets received via private placement	116,106,344	595,638	-	-
Digital assets received in advance for shares	-	-	500,000	23,717
Digital assets purchased	2,042,279	14,080	-	-
Digital assets disposed	(4,084,558)	(28,161)	-	-
Realized loss on disposal	-	(4,864)	-	(7,316)
Unrealized loss on revaluation of digital assets	-	(289,443)	-	-
Balance, June 30, 2025	116,106,344	306,195	500,000	16,401

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc. (Formerly Orthogonal Global Group Inc.)

	MAGPAC		Others
	Number of coins	Total $	Number of coins	Total $
Balance, June 30, 2024	-	-	-	-
Opening Balance Adjustment			23,156,078,000	6,958
Digital assets received via private placement	-	-	546,838	44,067
Digital assets purchased	447,884	13,595	11,160	3,488
Digital assets disposed	(447,884)	(44,542)	(23,156,613,679)	(101,838)
Realized gain on disposal	-	30,947	-	1,204
Unrealized loss on revaluation of digital assets	-	-	-	(711)
Balance, June 30, 2025	-	-	11,160	2,813

7. SUBSCRIPTION RECEIVABLE

As at June 30, 2025, subscription receivable consisted of shares to be issued per the private placement subscription agreements executed on March 19 and April 21, 2025.

8. INVESTMENTS

(a) Simple Agreement for Future Equity ("SAFE") Agreements

Pursuant to the terms of the SAFE Agreements, if there is an equity financing before the agreement expires or is terminated, the investee will automatically issue to the Company either: 1) the greater of: the number of Standard Preferred Shares equal to the Purchase Amount divided by the lowest price per share of the Standard Preferred Shares, or the number of SAFE Preferred Shares equal to the Purchase Amount divided by the SAFE Price or 2) in case the agreement specifies a discount rate, a number of shares of SAFE Preferred Stock equal to the Purchase Amount divided by the Conversion Price. The Conversion Price means either the SAFE Price or the Discount Price, whichever calculation results in a greater number of shares of SAFE Preferred Stock.

The SAFE Price means the price per share equal to the Valuation Cap or Post-Money Valuation Cap divided by the Company Capitalization. The Discount Price means the price per share of the Standard Preferred Stock sold in the equity financing multiplied by the Discount Rate.

If there is a liquidation event, such as a change of control, direct listing or an initial public offering, before the expiration or termination of the SAFE Agreement, the Company will at its option either: 1) receive a cash payment equal to the purchase amount or 2) automatically receive from the investee a number of shares of common stock equal to the purchase amount divided by the liquidity price, if the Company fails to select the cash option.

Alternatively, the Company will automatically receive a portion of Proceeds, due and payable equal to the greater of the Purchase Amount or the amount payable on the number of shares of Common Stock equal to the Purchase Amount divided by the liquidity price. Thereafter the SAFE Agreement will terminate. In connection with a cash payment through a liquidity event, if there are not enough funds to pay the Company and holders of the SAFE Agreements in full, funds will be distributed pro-rata and based on the

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc. (Formerly Orthogonal Global Group Inc.)

purchase price and the remaining amounts will be covered with common stock equal to the remaining unpaid purchase price divided by the liquidity event. In a dissolution event, SAFE Agreement holders will be paid out of remaining assets prior to holders of the investee's capital stock.

The Company holds the following SAFE investments:

i. On March 27, 2023, the Company invested $165,500 into Contango Digital Assets Inc., a private company, to invest in future rights to their shares. In February 2025, Contango and the Issuer agreed to terminate the SAFE Note and Contango refunded US$125,000 via USDC to the Issuer without interest. A gain of $9,484 was recognized on disposal of the SAFE.

ii. On March 20, 2023, the Company invested $72,820 in Dynasty Studios, Inc., a private company, to invest in future rights to their shares. During the year ended June 30, 2025, the Company recorded a foreign exchange gain of $441 (2024 - $2,458). As at June 30, 2025, the fair value of the investment is $75,719 (2024 - $75,278).

(b) Strategic Investments

On August 30, 2023, the Company issued 15,109 MVS to Pluto 11.11 Inc., in exchange for 24,084 shares of Series A-1 Preferred Stock (the "Transaction") of Unstoppable Domains Inc. The Transaction constitutes a related party transaction. As a condition of the Transaction, the Company entered into several agreements with Unstoppable Domains and its existing shareholders, including a Voting Agreement, ROFR and Co-Sale Agreement, Investors' Rights Agreement, and Token Agreement. Unstoppable Domains launches domains secured by blockchains. The Transaction constitutes a "related party transaction" in accordance with Multilateral Instrument 61-101. As at June 30, 2025, the fair value of the investment is $0 (2024 - $37,773). Due to recent market sentiment around the Non-fungible token market, management has determined that the fair value of its investment has declined to nil.

During the year ended June 30, 2023, the company completed a share swap with Novobeing (formerly known as Rocket Wellness Inc.), whereby the Company issued 1,666,667 SVS with a fair value of $166,666, using the Company's recent financing price per share, in exchange for 1,250,000 Novobeing shares. As at June 30, 2024, based upon the investee's limited capital, and the lack of progress with its initial projections, management has determined that the fair value of its investment has declined to $nil. Management has assessed that this fair value remains appropriate as at June 30, 2025.

A continuity of the Company's investments is as follows:

	June 30, 2025	June 30, 2024
	$	$
SAFE Investments - opening balance	246,365	312,293
Gain on disposal	9,481	-
Disposal of investments	(181,071)	(73,972)
Gain on foreign exchange	441	8,044
SAFE Investments - closing balance	75,719	246,365
Strategic investments - opening balance	41,402	199,766
Additions	-	71,650
Change in fair value	(41,402)	(236,534)
Gain on foreign exchange	-	6,520
Strategic investments - closing balance	-	41,402
Fair value of investments	75,719	287,767

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc.
(Formerly Orthogonal Global Group Inc.)

All of the Company's investments are categorized as a level 3 asset on the fair value hierarchy in the consolidated statements of financial position as at June 30, 2025 and June 30, 2024. The following table presents the changes in fair value measurements of financial instruments classified as Level 3 for years ended June 30, 2025 and 2024. These financial instruments are measured at fair value utilizing non-observable market inputs based on specific company information and general market conditions. The net change in unrealized gains (losses) are recognized in the consolidated statements of loss and comprehensive loss.

Significant unobservable inputs used in the fair value measurement of Level 3 investments were:

Description	Fair value at June 30, 2025 $	Fair value at June 30, 2024 $	Valuation technique / Unobservable inputs
SAFE Agreements	75,719	246,365	Industry analysis
Strategic investments	-	41,402	Industry analysis
	75,719	287,767

A 10% change in the fair value (i.e. recent transaction price) in investments will result in a corresponding $7,572 (2024 - $28,776) change in the total fair value of the investments. While this illustrates the overall effect of changing the values of the unobservable inputs by a set percentage, the significance of the impact and the range of reasonably possible alternative assumptions may differ significantly between investments, given their different terms and circumstances.

The sensitivity analysis is intended to reflect the uncertainty inherent in the valuation of these investments under current market conditions, and its results cannot be extrapolated due to non-linear effects that changes in valuation assumptions may have on the fair value of the investments. Furthermore, the analysis does not indicate a probability of such changes occurring and it does not necessarily represent the Company's view of expected future changes in the fair value of this investment. Any management actions that may be taken to mitigate the inherent risks are not reflected in this analysis.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	June 30, 2025		June 30, 2024
Accounts payable	$	195,677	$ 291,930
Due to related parties		-	525
Accrued liabilities		73,747	82,122
Other creditors		15,981	-
Total	$	285,405	$ 374,577

LOANS PAYABLE

On January 12, 2023, the Company entered into a promissory note agreement with Orthogonal Thinker Inc, whereby the Company had a loan payable of $480,000. The note was non-interest bearing, unsecured and due on demand. On March 21, 2023, the Company issued 4,800,000 SVS, 2,400,000 SVS warrants, 48,000 MVS and 24,000 MVS warrants to settle the loan payable.

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc. (Formerly Orthogonal Global Group Inc.)

Each SVS warrant was exercisable at $0.15 and matured two years from the date of issuance. Each MVS warrant was exercisable at $15 and expired two years from the date of issuance. Both SVS and MVS warrants expired unexercised on March 21, 2025.

11. SHARE CAPITAL

(a) Authorized:

On February 24, 2023, the Company filed articles of amendment to redesignate the existing class of Common Shares as Subordinate Voting Share ("SVS") and authorize a class of Multiple Voting Share ("MVS"). The Company is authorized to issue unlimited number of SVS without par value and an unlimited number of MVS without par value. Each MVS consists of 100 SVS. MVS and SVS have the same priority following a liquidation event.

Subordinate Voting Shares ("SVS")

Holders of SVS will be entitled to notice of and to attend at any meeting of the shareholders of the Issuer, except a meeting of which only holders of another particular class or series of shares of the Issuer will have the right to vote. At each such meeting, holders of SVS will be entitled to one vote in respect of each SVS held. As long as any SVS remain outstanding, the Issuer will not, without the consent of the holders of the SVS by separate special resolution, prejudice or interfere with any right or special right attached to the SVS.

Holders of SVS will be entitled to receive as and when declared by the directors of the Issuer, dividends in cash or property of the Issuer. No dividend will be declared or paid on the SVS unless the Company simultaneously declares or pays, as applicable, equivalent dividends (assuming conversion of all MVS into SVS at the Conversion Ratio) on the MVS.

Multiple Voting Shares ("MVS")

Holders of MVS will be entitled to notice of and to attend at any meeting of the shareholders of the Issuer, except a meeting of which only holders of another particular class or series of shares of the Issuer will have the right to vote. At each such meeting, holders of MVS will be entitled to one vote in respect of each SVS into which such MVS could then be converted (100 votes per MVS held).

The holders of the MVS are entitled to receive such dividends as may be declared and paid to holders of the SVS in any financial year as the Board may by resolution determine, on an as-converted to SVS basis. No dividend will be declared or paid on the MVS unless the Issuer simultaneously declares or pays, as applicable, equivalent dividends (on a 100-to-1 ratio to SVS) on the SVS.

During the year ended June 30, 2025, the Company converted 8,586 MVS to 858,595 SVS and 1,000,000 SVS to 10,000 MVS.

During the year ended June 30, 2024, the Company converted 2,287,500 SVS to 22,875 MVS and 24,748 MVS to 2,474,790 SVS. The Company's shareholders also voluntarily converted 112,500 SVS into 1,125 MVS on a 100 to 1 basis.

(b) Issued and Outstanding

As at June 30, 2025, there were:

10,909,221 SVS issued and outstanding.
25,930 MVS issued and outstanding

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc. (Formerly Orthogonal Global Group Inc.)

Shares issued during the year ended June 30, 2025.

On February 26, 2025, the Company issued 2,562,112 SVS for the gross proceeds of $768,633 at $0.30 per share. A significant portion of the Financing was led by Lif3 One Ltd., a Singapore based investment firm co-founded by Harry Yeh and Jonathan Teo. CEO and co-founder David Nikzad, and co-founder Hobson, participated in the Financing, acquiring 896,208 SVS. As part of this transaction, Cloud3 has acquired over 111 million Lif3 Tokens.

On February 25, 2025, the company issued 2,340,000 SVS at a deemed price of $0.20 per share to settle aggregate debt of $468,000 of accrued liabilities owed to an insider and a consultant. The securities issued under the Debt Settlement to the insider are subject to a hold period under applicable Canadian securities laws expiring four months and one day from the closing date of the debt settlement.

Shares issued during the year ended June 30, 2024.

On November 1, 2023, the Company issued 50,000 SVS upon the conversion of RSU's, and the Company transferred $100,000 from reserves to share capital.

During the year ended June 30, 2024, the Company issued 5,000 SVS upon the exercise of 5,000 SVS options, for gross proceeds of $5,000. The Company transferred $8,450 from reserves to share capital.

On September 7, 2023, the Company closed a non-brokered private placement through the issuance of 33,485 Units at a price of $2.00 per Unit for aggregate gross proceeds of $66,969. Each Unit consists of one subordinate voting share "SVS" of the Company and one SVS purchase warrant. Each SVS purchase warrant entitles its holder to purchase one additional SVS at an exercise price of $4.00 per SVS for a period of 24 months from the date of issue. The full proceeds were allocated to the shares under the residual value method.

On August 30, 2023, the Company issued 15,109 MVS with a fair value of $37,773 to Pluto 11.11 Inc., in exchange for 24,084 shares of Series A-1 Preferred Stock (the "Transaction") of Unstoppable Domains Inc. The fair value was determined based on the latest private placement at $2.00 per SVS, plus an estimated 25% multiple voting right premium. The transaction constitutes a related party transaction.

On July 19, 2023, the Company issued 20,000 SVS to a former director of the Company with a fair value of $40,000.

The following is a summary of the Company's share purchase warrant activity for the years ended June 30, 2024 and June 30, 2025.

	Number of SVS warrants	Number of MVS Warrants
Outstanding, June 30 2023	2,907,619	29,076
Issued	33,485	-
Outstanding, June 30 2024	2,941,104	29,076
Expired	(507,619)	(5,075)
Outstanding, June 30, 2025	2,433,485	24,001

As at June 30, 2025, all SVS and MVS warrants are exercisable.

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc. (Formerly Orthogonal Global Group Inc.)

During the year ended June 30, 2023, pursuant to the amendment to redesignate the existing class of common share to SVS and MVS, the Company converted 4,825,000 warrants to 2,400,000 SVS and 24,000 MVS warrants.

Details of warrants outstanding as at June 30, 2025 are as follows:

Exercise price	Number of SVS Warrants Outstanding	Number of MVS Warrants Outstanding	Expiry date
$2.00	662,500	-	April 22, 2027
$200.00	-	7,688	April 22, 2027
$2.00	1,687,500	-	May 17, 2027
$200.00	-	9,188	May 17, 2027
$200.00	-	6,125	May 24, 2027
$2.00	50,000	-	June 3, 2027
$200.00	-	1,000	June 3, 2027
$4.00	33,485	-	September 7, 2025
	2,433,485	24,001

(d) Stock Options

The Company has adopted an equity incentive plan which provides that the Board of Directors of the Company may from time to time at its discretion, and in accordance with the requirements of the Exchange, grant to directors, officers, employees and consultants of the Company, non-qualified stock options, incentive stock options, restricted stock units, performance compensation awards and unrestricted stock bonuses, provided that the number of SVS reserved for issuance will not exceed 10% of the issued and outstanding equity shares of the Company, including the Company's MVS (on an as-converted basis) together with the issued and outstanding SVS from time to time. The term of such options will be fixed by the Board at the date of grant but shall not be longer 10 years from the date of grant.

No Stock Options were issued during the year ended June 30, 2025
Options issued during the year ended June 30, 2024

On December 6, 2023, the Company granted 115,000 incentive stock options to consultants to purchase SVS at an exercise price of $3.90 per stock option for up to five years. The stock options will vest over twelve months, with 25% vesting each quarter, starting March 6, 2024. The total grant date fair value of the options was measured at $369,681. The options were measured using the Black-Scholes Option Pricing Model with the following assumptions: Stock price - $3.90; exercise price - $3.90; expected life - 5 years; volatility - 117%; dividend yield - $0; and risk-free rate - 3.48%. As at June 30, 2024, the Company recorded stock-based compensation of $266,712.

On September 6, 2023, the Company granted 120,000 incentive stock options to consultants and management at an exercise price of $1 per stock option for up to four years. The stock options vested as follows: 113,750 vested immediately, with the remainder vesting every 3 months over a one-year period. The total grant date fair value of the options was measured at $203,283.

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc.
(Formerly Orthogonal Global Group Inc.)

The options were measured using the Black-Scholes Option Pricing Model with the following assumptions: Stock price - $2.00; exercise price - $1; expected life - 4 years; volatility - 117%; dividend yield - $0; and risk-free rate - 3.99%. During the year ended June 30, 2024, the Company recorded stock-based compensation of $202,790.

On September 1, 2023, the Company granted 527,500 restricted stock options to management and consultants the Company at an exercise price of $1 per stock option for up to four years. The stock options vested as follows: 332,500 vested immediately, with the remainder vesting every 3 months over a one-year period. The total grant date fair value of the options was measured at $891,464. The options were measured using the Black-Scholes Option Pricing Model with the following assumptions: Stock price - $2.00; exercise price - $1; expected life - 4 years; volatility - 116%; dividend yield - $0; and risk-free rate - 3.97%. During the year ended June 30, 2024, the Company recorded stock-based compensation of $861,844.

On July 19, 2023, the Company issued 50,000 stock options to a former director of the Company that vested immediately, are exercisable at $1 and expire on July 19, 2027. The grant date fair value of the options was measured at $85,891. The options were measured using the Black-Scholes Option Pricing Model with the following assumptions: Stock price - $2.00; exercise price - $1; expected life - 4 years; volatility - 122%; dividend yield - $0; and risk-free rate - 3.83%. During the year ended June 30, 2024, the Company recorded stock-based compensation of $85,891.

The following table summarizes the continuity of the Company's stock options activity.

	Number of Options
Outstanding, June 30, 2023	-
Issued	812,500
Exercised	(5,000)
Cancelled and expired	(55,000)
Outstanding as at June 30, 2024	752,500
Cancelled and expired	(1,250)
Outstanding and exercisable as at June 30, 2025	727,500

(e) Reserve

The share-based payment reserves record items recognized as stock-based compensation expense and other share-based payments until such time that the stock options or warrants are exercised, at which time the corresponding amount will be transferred to share capital.

FINANCIAL INSTRUMENTS

(a) Fair value

As at June 30, 2025, the Company's financial instruments consist of cash, loan receivable, digital assets, investments, and accounts payable. The carrying values of loan receivable, digital assets, and accounts payable approximate their fair values because of their current nature. All financial assets and financial liabilities are recorded at fair value on initial recognition.

The categories of the fair value hierarchy that reflect the significance of inputs used in making fair value measurements are as follows:

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity);

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc. (Formerly Orthogonal Global Group Inc.)

There were no transfers between levels during the year ended June 30, 2025.

Investments in private companies recorded at fair value in the consolidated statements of financial position use Level 3 inputs that cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible, but where observable market data is not available, judgment is required to establish fair value.

The following is an analysis of the Company's financial assets and liabilities measured at fair value as at June 30, 2025:

	As at June 30, 2025
	Level 1	Level 2	Level 3
Investments	$ -	$ -	$ 75,719

The following is an analysis of the Company's financial assets and liabilities measured at fair value as at June 30, 2024:

	As at June 30, 2024
	Level 1	Level 2	Level 3
Investments	$ -	$ -	$ 287,767

12. DIGITAL ASSETS AND RISK MANAGEMENT

Digital Assets Price Risk

Cryptocurrency held by the Company is measured using Level 1 and Level 2 fair values, determined by taking the rates from the primary exchange used by the Company - Bybit. Digital asset prices are affected by various factors including market conditions of, and overall sentiment towards, crypto assets and the cryptoeconomy, including, but not limited to, as a result of actions taken by or developments of other companies in the cryptoeconomy; global supply and demand, interest rates, exchange rates, inflation or deflation, the speed and rate at which crypto is able to gain adoption as a medium of exchange, utility, store of value, consumptive asset, security instrument, or other financial assets worldwide, if at all; and global political and economic conditions. A decline in the market prices for digital assets could negatively impact the Company's future operations. The Company has not hedged the conversion of any of its sales of digital assets.

Digital assets have a limited history and the price of digital assets and associated demand for buying, selling, and trading crypto assets have historically been subject to significant volatility. Historical performance of digital assets is not indicative of their future price performance.

The Company's digital assets currently consist of Bitcoin, Ethereum and SAFTs. As at June 30, 2025, if the market price of digital currencies increased or decreased by 10% with all other variables held constant, the corresponding digital assets value increase or decrease respectively would amount to approximately $49,854 (June 30, 2024 - $3,640).

Digital Assets Security Risk

Cryptocurrency held by the Company is subject to ongoing technological viability and security of crypto assets and their associated smart contracts, applications and networks, including vulnerabilities against hacks and scalability.

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc. (Formerly Orthogonal Global Group Inc.)

The theft, loss, or destruction of private keys required to access any crypto assets held in custody for the Company's account may be irreversible. If the Company is unable to access its private keys or if the Company experience a hack or other data loss relating to its to access any crypto assets, it could cause regulatory scrutiny, reputational harm, and other losses.

Liquidity Risk

As at June 30, 2025, the Company held cash of $1,563 (2024 - $2,525). As at June 30, 2025, the Company expects that it will be able to meet its obligations. (Note 1)

Interest Rate Risk

Interest rate risk is the result that the fair values and future cash flows of the Company's financial instruments will fluctuate because of changes in market interest rates. The Company was not exposed to significant interest rate risk as loans payable were at fixed interest rates with short-term maturities.

Currency Risk

The Company is from time to time, exposed to currency risk related to certain accounts payable and accrued liabilities and other payable amounts which were denominated in USD. As at June 30, 2025, there were $14,292 (2024 – $Nil) liabilities to be paid out in USD.

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company's primary exposure to credit risk is on its cash held in bank accounts, which it mitigates from holding balances with major financial institutions. The Company's secondary exposure to risk is on its loan receivable from related party.

Other Price Risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk and foreign currency risk. The Company holds investments in securities that will fluctuate in value as a result of fluctuations in estimated fair values of those securities. Furthermore, as the Company's investments are early-stage Web 3.0 development companies, market values will fluctuate subject to economic cycles and political events.

13. MANAGEMENT OF CAPITAL

The Company's objectives of capital management are to safeguard its ability to support the Company's normal operating requirements on an ongoing basis. The Company includes shareholders' equity in the definition of capital.

The Company sets the amount of capital required in proportion to its operating requirements and perceived risk of loss. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. The Company has historically relied on the equity markets to fund its activities and is open to new sources of financing to manage its expenditures in the interest of sustaining long-term viability. The Company's capital management objectives, policies and processes have not changed over the years presented.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to any externally imposed capital requirements

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc. (Formerly Orthogonal Global Group Inc.)

SUPPLEMENTAL CASH FLOW INFORMATION

	June 30, 2025	June 30, 2024
	$	$
Reclassification of obligation to issue shares to share capital	-	65,439
Obligation to issue shares	173,073	-
Digital assets received through private placement	770,157	-
Shares issued for Unstoppable Domain	-	37,773
Restricted share units exercised	-	100,000

Other non-cash investing and financing activities:

On May 10, 2023, the Company completed the share swap agreement with Novobeing and issued 83,334 SVS of the Company in exchange for 1,250,000 common shares of Novobeing.

On January 12, 2023, the Company entered into a $480,000 promissory note agreement with Orthogonal Thinker Inc., whereby Orthogonal Thinker Inc. paid for certain expenditures on behalf of the Company. The note was non-interest bearing, unsecured and due on demand. On March 21, 2023, the Company issued 240,000 SVS, 120,000 SVS warrants, 2,400 MVS and 1,200 MVS warrants to settle the loan payable. Each SVS warrant is exercisable at $3 and matures two years from the date of issuance. Each MVS warrant is exercisable at $300 and matures two years from the date of issuance.

RELATED PARTY TRANSACTIONS

The Company entered into the following transactions with related parties:

All related party transactions are in the normal course of operations and have been measured at the agreed to amounts, which is the amount of consideration established and agreed to by the related parties.

The remuneration of current directors, directors who resigned during the year and key management personnel for the year ended June 30, 2025 are as follows:

		June 30, 2025		June 30, 2024
Director fees	$	12,878	$	11,636
Consulting fees and termination fees paid to a former officer		-		52,713
Consulting fee paid to a company controlled by the former acting CFO		-		7,000
Consulting shares paid to Orthogonal Thinker, Inc.		-		119,196
RSU’s exercised by directors		-		100,000
Share based compensation		11,242		902,050
		24,120		1,192,595

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc. (Formerly Orthogonal Global Group Inc.)

As at June 30, 2025, the Company was owed $195,441 by related parties. As at June 30, 2024, the Company owed $525 to related parties.

During the year ended June 30, 2025, the Company completed an equity financing round and issued 2,562,112 SVS for $768,633 on February 26, 2025. As part of this transaction, Cloud3 has acquired over 111 million Lif3 Tokens. As part of the financing, CEO and co-founder David Nikzad and co-founder Jason Hobson participated in the financing acquiring 896,208 SVS.

On February 26, 2025, the Company completed a debt settlement and issued 2,340,000 SVS for debt with a book value of $468,000 relating to amounts owed to an inside and a consultant. At the date of the transaction, the debt had a fair value of $269,100, resulting in a gain of $198,900 being recognised on settlement.

During the year ended June 30, 2024, the Company issued 20,000 SVS to a former director of the Company with a fair value of $40,000.

16. SEGMENTED INFORMATION

The Company primarily operates in one industry segment as well as one geographical location.

17. INCOME TAXES

The difference between tax expense for the year and the expected income taxes based on the statutory tax rate arises as follows:

	June 30, 2025	June 30, 2024
Loss for the year	(529,329)	(3,301,357)
Tax recovery based on the statutory rate of 27% (2024: 27%)	(142,919)	(891,366)
Non-deductible and deductible expenses	40,623	607,460
Adjustments to prior years provisions versus statutory tax returns	-	(161,924)
Changes in unrecognized deferred tax assets	100,296	445,830
	-	-

The nature and tax effect of the temporary differences giving rise to the deferred tax assets as at June 30, 2025 and 2024, are summarized as follows:

	June 30, 2025	June 30, 2024
Tax losses carried forward	$ 4,483,334	$ 1,098,018
Capital assets	-	64,409
Unrecognized deferred tax assets	(4,483,334)	(1,162,427)
	-	-

The accompanying notes form an integral part of these consolidated financial statements.

Cloud3 Ventures Inc.
(Formerly Orthogonal Global Group Inc.)

REVENUE
Revenue consists of mined digital currency. For the year ended June 30, 2025, mined revenue was $2,074 (2024 - $113,246).
SUBSEQUENT EVENTS
There are no subsequent events to disclose.

The accompanying notes form an integral part of these consolidated financial statements.

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CLOUD3 VENTURES — Audit Report / Information 2025

43693_rns_2025-10-28_e504900b-cbbb-4a6a-8cde-bab26c7b9aa2.pdf

INDEPENDENT AUDITOR'S REPORT

Opinion

Basis for Opinion

Material Uncertainty Related to Going Concern

Key Audit Matters

Existence, Ownership, and Valuation of Digital Assets

Existence and Valuation of Investments

Other Matter

Other Information

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

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Cloud3 Ventures Inc.

1. NATURE OF OPERATIONS AND GOING CONCERN

2. BASIS OF PREPARATION

(a) Statement of Compliance

(b) Basis of Measurement

Derecognition of financial assets

Derecognition of financial liabilities

Impairment of financial assets

(d) Digital Assets

(j) Significant estimates and assumptions

Revenue recognition and value of digital assets

Going concern

Stock-based compensation

Share capital

Fair value of financial assets

Deferred tax assets

(k) Accounting standards issued but not yet effective

Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rates

IFRS 18: Presentation and Disclosure in Financial Statements

7. SUBSCRIPTION RECEIVABLE

8. INVESTMENTS

Cloud3 Ventures Inc. (Formerly Orthogonal Global Group Inc.)

11. SHARE CAPITAL

(a) Authorized:

Subordinate Voting Shares ("SVS")

Multiple Voting Shares ("MVS")

(b) Issued and Outstanding

12. DIGITAL ASSETS AND RISK MANAGEMENT

Digital Assets Price Risk

Digital Assets Security Risk

Liquidity Risk

Interest Rate Risk

Currency Risk

Credit Risk

Other Price Risk

13. MANAGEMENT OF CAPITAL

16. SEGMENTED INFORMATION

17. INCOME TAXES

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CLOUD3 VENTURES Audit Report / Information 2025