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DeepMarkit Corporation — Management Reports 2025
Nov 24, 2025
46265_rns_2025-11-24_6417709c-c72d-4350-ab11-6cf5242f279d.pdf
Management Reports
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DEEPMARKIT CORP.
FORM 51-102F1
MANAGEMENT'S DISCUSSION & ANALYSIS
For the three months ended September 30, 2025
This management's discussion and analysis ("MD&A") dated November 24, 2025 is in respect of the consolidated financial results of DeepMarkit Corp. and its subsidiaries ("DeepMarkit" or the "Company") as at and for the three months ended September 30, 2025.
This MD&A should be read in conjunction with the Company's September 30, 2025 unaudited condensed interim consolidated financial statements and June 30, 2025 audited consolidated financial statements and notes thereto. The financial information presented herein has been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.
All financial data is expressed in Canadian dollars unless otherwise noted.
Forward-Looking Statements
This MD&A may contain "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein may be forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as "plans", "expects", "anticipation", "proposed", "is expected", "budgets", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. Forward-looking information in this MD&A includes, but is not limited to, statements or information with respect to: developments with respect to the Company's artificial intelligence business segment, including the development of technology or the identification and completion of investment or acquisition transactions; the acquisition of customers for the MintCarbon.io platform; the availability of purchases for carbon offset NFTs minted on the MintCarbon.io platform; further development of the MintCarbon.io platform; the voluntary carbon offset market beneficial regulatory tailwinds; the proposed marketing plans and strategies of the Company, including the Company's plans to focus on three main distribution channels; competitive conditions in the industry in which the Company operates; the Company's plans for future development; and other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance.
This forward-looking information reflects the Company's current beliefs and is based on information currently available to the Company and on factors, expectations and assumptions the Company believes are reasonable. These factors, expectations and assumptions include, but are not limited to: the ability of the Company to obtain qualified staff, equipment and services in a timely and cost efficient manner the Company and its clients deriving benefit from the MintCarbon.io platform as anticipated; the regulatory framework regarding environmental protection, taxes and regulatory matters in the jurisdictions in which the Company operates or proposes to operate; regulatory changes relating to the crypto and blockchain industries generally, the general stability of the economic and political environment in which the Company operates; future costs and expenses being based on historical costs and expenses, adjusted for inflation; and the ability of the Company to obtain necessary financing. Readers are cautioned that the foregoing list is not exhaustive of all factors, expectations and assumptions which have been used. Although the Company believes that the factors, expectations and assumptions on which the forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurances that they will prove to be correct.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors are detailed under the heading "Business Risks and Uncertainties" in this MD&A and may include, but are not limited to: the early stage development of the Company and its business and products; risks associated with the industry in which the Company operates, including risks that are specific to the cryptocurrency or digital asset industries and risks relating to the voluntary carbon credit market; the risk that the MintCarbon.io platform does not perform as anticipated; the risk that the Company and/or its clients do not derive benefit from the MintCarbon.io platform as anticipated or at all; unfavourable capital market circumstances and uncertainty; general business, economic, competitive, political and social uncertainties; increased competition; changes in
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product scope as plans continue to be refined; other risks inherent in the technology industry; lack of insurance; delay or failure to receive board or regulatory approvals; changes in legislation affecting the Company and its business; timing and availability of external financing on acceptable terms; and lack of qualified, skilled labour, the loss of key individuals or the ability to develop new business opportunities. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
COMPANY PROFILE
DeepMarkit was incorporated in Canada under the Business Corporations Act (Alberta) on November 20, 2007 under the name Challenger Deep Resources Corp. The Company changed its name to DeepMarkit Corp. on October 30, 2015 in connection with the Company's change of business from a mining exploration company to a technology company. The Company is a Technology Issuer whose shares trade on the TSX Venture Exchange under the symbol "MKT.V", on the OTCQB Venture Market under the symbol "MKTDF" and the Frankfurt Stock Exchange under the symbol "DEP".
The consolidated results of the Company include the accounts of the following entities:
| Name | Place of Business | Ownership |
|---|---|---|
| DeepMarkit Corp. (“DeepMarkit”) | Canada | Parent company |
| DeepMarkit Digital Corp. (“Digital”) | Canada (inactive) | 100% owned subsidiary of DeepMarkit |
| First Carbon Corp. (“First Carbon”) | Canada | 100% owned subsidiary of DeepMarkit |
| DeepMarkit AI Corp. (“DeepMarkit AI”) | Canada | 100% owned subsidiary of DeepMarkit |
OUR BUSINESS
Prospect Prediction Markets
On November 18, 2025, the Company closed the acquisition of Prospect Prediction Markets Inc. ("Prospect"). Prospect operates a blockchain-based platform that enables users to participate in free-to-play sports prediction markets, positioning DeepMarkit to enter the rapidly growing sports engagement technology sector. The transaction also includes the appointment of Trevor Broad as Chief Technology Officer and Director.
The Company acquired all 559,993 outstanding common shares of Prospect in exchange for 9,999,993 common shares of DeepMarkit issued at a deemed price of $0.06 per share, representing a total transaction value of $600,000. All shares issued to Prospect shareholders are subject to a voluntary hold period of four months and one day from closing.
Prior to the acquisition, Prospect completed an internal reorganization with Prospect Labs Inc., acquiring fantasy sports software, related intellectual property, brand assets, and business operations. The reorganization includes the following payment obligations:
- Initial Payment: $50,000 payable within 90 days of closing
-
Contingent Payments based on Monthly Active Users (MAUs):
-
$50,000 upon achieving 50,000 MAUs
- $250,000 upon achieving 250,000 MAUs
- $500,000 upon achieving 500,000 MAUs
Concurrent with closing of the acquisition of Prospect, the Company completed the first tranche of a non-brokered private placement, issuing 25,583,332 common shares at $0.06 per share for gross proceeds of $1,534,999.
On November 21, 2025, the Company closed a second tranche of a non-brokered private placement, issuing 10,416,668 common shares at $0.06 per share for gross proceeds of $625,000. Together with the first closing, completed on November 18, 2025, DeepMarkit issued a total of 36,000,000 common shares for gross proceeds of $2.16 million.
The net proceeds of the combined private placements will be allocated as follows:
- Repayment of existing Company debt, including deferred management salaries
- Payment of the $50,000 obligation to Prospect Labs Inc.
- Development and expansion of Prospect's platform
- Marketing and product awareness
- General corporate and administrative purposes
MintCarbon
DeepMarkit's MintCarbon.io platform is a fee for service web-based user interface which provides registered holders of voluntary carbon offsets the ability to mint Non-Fungible-Tokens (NFTs) representing their carbon offsets. The minting of voluntary carbon offsets into universally tradable NFTs, embeds detailed project information such as visual content, pricing information, statistics and other descriptions directly in the NFT. The benefit to customers is ease-of-access to decentralized exchanges where their carbon offset NFTs can be exposed to larger, more diverse audiences of potential purchasers which the Company believes will translate to enhanced liquidity, speed and realized transaction value.
Future developments may include identifying applications for Artificial Intelligence ("AI") based technologies within the Company's core offering and other business segments.
At present, the Company recognizes that the success of MintCarbon.io requires, in part, the further development of voluntary carbon offset markets. The Company has decided to maintain the MintCarbon platform while simultaneously growing it's predictive markets business initiatives.
SELECT FINANCIAL INFORMATION
| (expressed in $, except shares) | September 30
2025 | June 30
2025 | June 30
2024 |
| --- | --- | --- | --- |
| Current assets | 70,864 | 166,662 | 257,486 |
| Current liabilities | (727,747) | (706,119) | (625,179) |
| Working capital (1) | (656,883) | (539,457) | (367,693) |
| Total assets | 71,886 | 167,767 | 259,064 |
| Non-current financial liability (1)(2) | 50,609 | 48,967 | 43,283 |
| Share capital | 33,347,873 | 33,347,873 | 33,299,802 |
| Total common shares outstanding | 12,353,068 | 12,353,068 | 11,653,068 |
| Loss for the period/year | (119,151) | (239,992) | (799,236) |
| Loss per share – basic and diluted (3) | (0.01) | (0.02) | (0.14) |
| Weighted average number of shares | 12,353,068 | 12,303,205 | 5,646,726 |
(1) "Working capital" is a capital management measure. "Non-current financial liability" is a supplemental financial measure. See "Non-IFRS and Other Financial Measures".
(2) The non-current financial liability is the Canada Emergency Business Account ("CEBA") loan.
(3) All per share figures are based on the basic weighted average number of shares outstanding in the period. The effect of options and warrants is anti-dilutive. Per share amounts may not add due to rounding.
Working capital as at September 30, 2025 includes $28,606 of cash and cash equivalents (June 30, 2025 – $147,908; June 30, 2024 – $254,176).
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RESULTS OF OPERATIONS
| (expressed in $, except shares) | ||
|---|---|---|
| For the three months ended September 30 | 2025 | 2024 |
| Expenses (recoveries) | ||
| Wages and benefits | 25,027 | 24,882 |
| General and administrative | 68,621 | 53,486 |
| Professional fees | 11,928 | 16,967 |
| Listing and filing fees | 10,534 | 8,274 |
| Amortization | 83 | 118 |
| Finance and foreign exchange | 2,958 | 2,393 |
| Recovery of harmonized tax receivable | – | (40,700) |
| 119,151 | 65,420 | |
| Loss for the period | (119,151) | (65,420) |
| Loss per share – basic and diluted (1) | (0.01) | (0.01) |
| Weighted average number of shares | 12,353,068 | 12,155,242 |
| Distributions or cash dividends | Nil | Nil |
(1) All per share figures are based on the basic weighted average number of shares outstanding in the period. The effect of options and warrants is anti-dilutive. Per share amounts may not add due to rounding.
- Wages and benefits for the three months ended September 30, 2025 are comparable to those for the three months ended September 30, 2024.
- General and administrative expenses are comprised of the following:
| (expressed in $) | ||
|---|---|---|
| For the three months ended September 30 | 2025 | 2024 |
| Consulting fees | 62,000 | 45,924 |
| Rent | 3,000 | 3,000 |
| Office | 3,621 | 4,562 |
| 68,621 | 53,486 |
Consulting fees for the three months ended September 30, 2025 are higher than those for the three months ended September 30, 2024 due to fee reductions implemented in the 2024 period that were partially reinstated in the 2025 period. Consulting fees relate to business and project development services.
- Professional fees include legal, accounting and investor relations services. Professional fees for the three months ended September 30, 2025 are lower than the comparative period due to the timing of expenses.
- Listing and filing fees primarily relate to maintenance fees.
- Recovery of harmonized tax receivable
In 2023, the Company received an unfavorable reassessment of its HST filings for the period October 1, 2021 to December 31, 2022 from the Canada Revenue Agency resulting in the denial of certain input tax credits. The Company appealed the decision, however, due to the uncertainty of the appeal outcome at the time, the Company impaired the harmonized tax receivable in the years ended June 30, 2024 and 2023.
During the three months ended September 30, 2024, the Company collected $40,700 of previously impaired HST filings.
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- Finance and foreign exchange is comprised of the following:
| (expressed in $) | ||
|---|---|---|
| For the three months ended September 30 | 2025 | 2024 |
| Accretion of CEBA loan (1) | 1,642 | 1,441 |
| Interest on CEBA loan (1) | 751 | 754 |
| Interest income on cash and cash equivalents | (203) | (128) |
| Finance expense (income) | 2,190 | 2,067 |
| Foreign exchange loss (gain) | 768 | 326 |
| 2,958 | 2,393 |
(1) See Liquidy and Capital Resources – CEBA Loan
SUMMARY OF QUARTERLY FINANCIAL RESULTS
| For the three months ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| Sep 30 2025 | Jun 30 2025 | Mar 31 2025 | Dec 31 2024 | Sep 30 2024 | Jun 30 2024 | Mar 31 2024 | Dec 31 2023 | |
| Operating expenses * | 116,110 | 160,386 | 90,618 | 98,741 | 103,609 | 181,925 | 109,715 | 122,816 |
| Finance and other ** | 3,041 | 487 | (177,811) | 2,151 | (38,189) | 14,583 | 5,250 | 3,915 |
| SBP | - | - | - | - | - | - | - | - |
| Income (loss) and comprehensive income (loss) | (119,151) | (160,873) | 87,193 | (100,892) | (65,420) | (196,508) | (114,965) | (126,731) |
| Income (loss) per share - basic | (0.01) | (0.01) | 0.01 | (0.01) | (0.01) | (0.02) | (0.02) | (0.03) |
| Working capital | (656,883) | (539,457) | (380,291) | (469,139) | (539,457) | (367,693) | (525,130) | (525,130) |
** Operating expenses include wages and benefits, general and administrative, professional fees, listing and filing fees.
*** Finance and other may include finance and foreign exchange, amortization of equipment and intangible assets, write-off of recycled equipment and impairment of harmonized tax receivable.
LIQUIDITY AND CAPITAL RESOURCES
Working capital
As at September 30, 2025, the Company had a working capital deficit of $656,883 (June 30, 2025 – $539,457) including cash and cash equivalents of $28,606 (June 30, 2025 – $147,908).
CEBA loan
The Company received a $60,000 Canadian Emergency Business Account ("CEBA") loan bearing interest at 5% per annum payable monthly, with full principal repayment due on December 31, 2026.
During the three months ended September 30, 2025, the Company recognized $751 (three months ended September 30, 2024 – $754) of interest (Note 10) on the CEBA loan, of which $481 (three months ended September 30, 2024 – $nil) was paid. As at September 30, 2025, $515 of CEBA loan interest is included in accounts payable and accrued liabilities (June 30, 2025 – $245).
Financial liabilities
The timing of cash outflows relating to the Company's financial liabilities as at September 30, 2025 are as follows:
| Carrying amount | Contractual cash flows | Due within 1 year | Due December 31, 2026 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Accounts payable and accrued liabilities | 727,747 | 727,747 | 727,747 | – |
| CEBA loan due on or before December 31, 2026 | 50,609 | 59,629 | – | 59,629 |
| 778,356 | 787,376 | 727,747 | 59,629 |
Management believes that although the Company has sufficient cash and cash equivalents to meet its immediate current obligations, additional financing may be required over the next twelve months in order to execute the Company's stated business objectives. Management cannot confirm that additional financing may
be obtained or if financing is available, that it will be on favorable terms and if financing is not secured the Company will be unable to continue its business.
Operating activities
During the three months ended September 30, 2025, the Company used $118,821 (three months ended September 30, 2024 – $146,893) for operating activities primarily for wages and benefits, general and administrative expenses and professional fees.
Financing activities
The Company did not engage in any investing activities during the three months ended September 30, 2025. During the three months ended September 30, 2024, the Company raised $62,071 of net proceeds upon completion of a non-brokered private placement.
Investing activities
The Company did not engage in any investing activities during the three months ended September 30, 2025 and 2024.
RELATED PARTY TRANSACTIONS
| For the three months ended September 30 | ||
|---|---|---|
| 2025 | 2024 | |
| Consulting fees (1) | ||
| Ranjeet Sundher, CEO (2) and director | $ 30,000 | $ 15,000 |
| Steve Vanry, director (4) | 30,000 | 15,000 |
| Garrett Scott, CEO (3) | 2,000 | 3,000 |
| Professional fees | ||
| Curtis Smith, CFO | 7,600 | 9,551 |
| $ 69,600 | $ 42,551 |
(1) Included in general and administrative expenses.
(2) Resigned as CEO on February 16, 2024; director until March 31, 2025.
(3) Appointed February 16, 2024, resigned August 8, 2025.
(4) Appointed interim CEO August 8, 2025.
As at September 30, 2025, accounts payable and accrued liabilities included $413,068 owed to Ranjeet Sundher, $233,625 owed to Steve Vanry and $6,685 owed to Curtis Smith in respect of key management compensation for the current and prior years.
SUBSEQUENT EVENTS
See discussion under Our Business – Prospect Prediction Markets.
DISCLOSURE OF OUTSTANDING SHARE DATA
The following table describes the outstanding equity securities and convertible securities issued by the Company:
| Common shares | Warrants | RSUs | |
|---|---|---|---|
| Balance, June 30, 2025 | 12,353,068 | 7,198,497 | 60,000 |
| Issued | 45,999,993 | - | - |
| Expired | - | (42,000) | - |
| Balance, September 30, 2025 and date of MD&A | 58,353,061 | 7,156,497 | 60,000 |
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OFF-BALANCE SHEET ITEMS
As at September 30, 2025, the Company did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the Company's financial condition, results of operations, liquidity or capital expenditures.
CRITICAL ACCOUNTING ESTIMATES AND ACCOUNTING POLICIES
The Company's critical accounting estimates and material accounting policies, as well as changes in accounting policies, are disclosed in Notes 2 and 3 of the June 30, 2025 audited consolidated financial statements.
FINANCIAL RISK MANAGEMENT
The Company, through its financial assets and liabilities, is exposed to various risks. The Company is not exposed to significant credit, interest rate or currency risk as at and for the three months ended September 30, 2025. Liquidity risk is discussed in the Liquidity and Capital Resources section.
Refer to Note 15 of the June 30, 2025 audited consolidated financial statements for a discussion of financial risk management.
BUSINESS RISKS AND UNCERTAINTIES
Risk management is an ongoing exercise upon which the Company spends a substantial amount of time. While it is not possible to eliminate all of the risks inherent in the technology business, the Company strives to manage these risks, to the greatest extent possible, to ensure that its assets are protected. The risks and uncertainties detailed in the Company's audited annual consolidated financial statements and related notes thereto and the annual MD&A for the year ended June 30, 2025 remain the same as of the date of this MD&A. These documents are available for viewing on the Company's profile at www.sedarplus.ca.
NON-IFRS AND OTHER FINANCIAL MEASURES
Throughout this MD&A and in other materials disclosed by the Company, certain measures may be employed to analyze financial performance, financial position, and cash flow. These non-IFRS and other financial measures do not have any standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures provided by other issuers. The non-IFRS and other financial measures should not be considered to be more meaningful than financial measures which are determined in accordance with IFRS, such as loss from continuing operations and net cash used in operating activities as indicators of our performance.
"Non-current financial liabilities" is a supplemental financial measure. Non-current financial liabilities are comprised of the CEBA loan as presented in the Company's consolidated statements of financial position (see the "Selected Financial Information" section).
"Working capital" is a capital management measure. Working capital is comprised of current assets less current liabilities. Management believes that working capital is a useful measure to assess the Company's capital position and its ability to execute its business plan. See the "Selected Financial Information" section for a reconciliation of working capital to current assets and current liabilities, being our nearest measures prescribed by IFRS.
ADDITIONAL INFORMATION
Reference is made in this MD&A to the Company's financial statement disclosure for the relevant periods filed on the SEDAR+ website for the Company at www.sedarplus.ca where additional disclosure relating to the Company can also be located. Readers are strongly encouraged to review such additional disclosure.
Company Contact: Steve Vanry, Director and Interim CEO
Company Address: Suite 202, 615 – 15th Avenue SW
Company Phone Number: (403) 537-0067