CSE FORM 2A

LISTING STATEMENT

(the "Listing Statement")

DIGITAL COMMODITIES CAPITAL CORP.

(Formerly, The BC Bud Corporation)

March 18, 2025

This Listing Statement is intended to provide full, true and plain disclosure about the Company. It is not, and is not to be construed as, a prospectus. It has not been reviewed by a securities regulatory authority and no securities are being sold or qualified for distribution by the filing of this Listing Statement.

An investment in the Company's Shares is speculative and will be subject to material risks; and investors should not invest in securities of the Company unless they can afford to lose their entire investment. See "Risk Factors".

GENERAL MATTERS...4
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION...4
GLOSSARY OF TERMS...7
SUMMARY OF LISTING STATEMENT...9
CORPORATE STRUCTURE...13
DESCRIPTION OF THE BUSINESS...14
THE INVESTMENT POLICY AND INVESTMENT COMMITTEE...37
USE OF AVAILABLE FUNDS...38
DIVIDENDS OR DISTRIBUTIONS...40
SELECTED CONSOLIDATED FINANCIAL INFORMATION...40
MANAGEMENT'S DISCUSSION AND ANALYSIS...41
DESCRIPTION OF THE COMPANY'S SECURITIES...41
CONSOLIDATED CAPITALIZATION...42
SHARE-BASED COMPENSATION ARRANGEMENTS...44
PRIOR SALES...48
TRADING PRICE AND VOLUME...49
ESCROWED SECURITIES...49
PRINCIPAL SECURITYHOLDERS...49
DIRECTORS AND EXECUTIVE OFFICERS...50
EXECUTIVE COMPENSATION...57
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS...57
AUDIT COMMITTEE...58
CORPORATE GOVERNANCE...61
RISK FACTORS...65
PROMOTER...98
LEGAL PROCEEDINGS AND REGULATORY ACTIONS...99
INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS...99
AUDITORS, TRANSFER AGENT AND REGISTRARS...99
MATERIAL CONTRACTS...100
EXPERTS...100
OTHER MATERIAL FACTS...100
SCHEDULE "A" INVESTMENT POLICY...A-1

SCHEDULE "B" AUDIT COMMITTEE CHARTER...B-1
SCHEDULE "C" NOMINATING & CORPORATE GOVERNANCE COMMITTEE CHARTER...C-1
SCHEDULE "D" COMPENSATION COMMITTEE CHARTER ...D-1
SCHEDULE "E" FINANCIAL STATEMENTS ...E-1
SCHEDULE "F" MANAGEMENT'S DISCUSSION AND ANALYSIS...F-1
CERTIFICATE OF THE ISSUER...1

GENERAL MATTERS

Currency: In this Listing Statement, unless otherwise indicated, all dollar amounts are expressed in Canadian dollars and references to $ are to Canadian dollars.

IFRS: For reporting purposes, the Company prepares its financial statements in Canadian dollars and in conformity with International Financial Reporting Standards.

Date of Information: Except as otherwise indicated in this Listing Statement, all information disclosed in this Listing Statement is as of date of this Listing Statement, or as known to the Company, as of the date of this Listing Statement.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

This Listing Statement contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. The forward-looking statements herein assume completion of the Change of Business and are made as of the date of this Listing Statement only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. These forward-looking statements include, among other things, statements relating to:

expectations, strategies and plans;
expected use of funds and general and administrative expenses;
expectations generally about the Company's business plan and its ability to raise further capital for corporate purposes;
the ability of the Company to identify and capitalize on investment opportunities that generate maximum returns for shareholders;
the impact of the increased adoption of blockchain and digital assets on their appreciation in value;
the expectation that investing in digital assets will bring diversification benefits to the Company's investment portfolio;
the impact of regulatory clarity, government intervention and institutional involvement on the reduction of risk and perception of the credibility, legitimacy and stability of digital assets as an investment class;
the expectation that the value of precious metals may increase during periods of rising inflation or economic crises, thereby reducing overall portfolio risk during periods of economic instability;
the expectation that the price of gold and silver will appreciate as the demand for their application increases;
the ability of the Company to achieve its investment objectives, including but not limited to: providing shareholders with long-term capital growth, using investments to hedge against

inflation and fiat currency devaluation, and seeking liquidity in its investments;

the ability of the Company to negotiate the terms of investments to generate value for its shareholders;
future financial or operating performance and condition of the Company and its business, operations and properties;
environmental, health and safety regulations affecting the cannabis industry;
competitive conditions;
expectations respecting executive compensation; capital and operating expenditures; and
any and all other timing, development, operational, financial, economic, legal, regulatory and political factors that may influence future events or conditions, as such matters may be applicable.

Although the forward-looking information in this Listing Statement reflects management's current beliefs about the prospects of the Company based on information currently available to management and on what management believe to be reasonable assumptions, there is no certainty that the actual results achieved will be consistent with such forward-looking information. Forward-looking information is not a guarantee of future performance and by its nature is based on assumptions and involves significant known and unknown risks, uncertainties and other factors which may cause actual results, performance, achievements, industry results, prospects and opportunities of the Company in future periods to be materially different from those expressed or implied by the forward-looking information provided in this Listing Statement. Such forward-looking statements are based on a number of factors and assumptions of management, including, without limitation:

the Company will have the required resources to achieve its business plans;
the Company will be able to retain and maintain the key personnel and third party consultants required to achieve its business objectives;
the industries in which the Company intends to invest in will grow at the rate and in the manner expected;
the Company obtains the capital necessary to achieve its intended investment portfolio composition;
the Company creates strategies to mitigate risks associated with cryptocurrency price fluctuations and commodity market volatility;
the Company remains compliant with all applicable laws and securities regulations, including anti-money laundering (AML) and know-your-customer (KYC) laws, while avoiding any penalties or sanctions imposed by courts and regulatory bodies such as securities regulatory authorities;
the Company engages and collaborates with local experts, as necessary, to address jurisdiction-specific matters and ensures compliance with foreign regulations to avoid penalties; and
the Company addresses any potential cybersecurity threats promptly and effectively.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking information prove incorrect, then any such change could cause actual results, performance or achievements to differ materially from the anticipated results expressed or implied in the forward-looking information set out in this Listing Statement.

With respect to the forward-looking statements information contained in this Listing Statement, although the Company believes that the expectations and assumptions on which the forward-looking

information are based are reasonable, undue reliance should not be placed on the statements containing forward-looking information, because no assurance can be given that they will prove to be correct. Since statements containing forward-looking information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to several factors and risks which include but are not limited to risks related to general business, economic, competitive, political and social uncertainties. This list is not exhaustive. Many factors could affect the assumptions on which statements about forward looking information are made in this Listing Statement or the underlying assumptions.

Some of the risks and other factors, which could cause results to differ materially from those expressed in the forward-looking information contained in this Listing Statement include, but are not limited to:

the Company cannot raise the capital necessary to fund its operations and pursue it's intended investment objectives;
the Company is unable to retain or source the talent required to execute its investment strategy;
the Company is unable to create strategies to mitigate the risks associated with cryptocurrency price fluctuations and commodity market volatility;
the costs of regulation in the digital asset and hard commodities industries increase to the extent that the company is no longer generating sufficient returns for shareholders;
the Company fails to promptly and effectively address cybersecurity threats, thereby resulting in losses to investors and reputational harm to the company;
the Company does not have sufficient resources to maintain its operations on a competitive basis, which materially and adversely affects the business, financial condition and results of operations of the Company; and
the actual costs, timing and future plans concerning the operations of the Company and/or its investments differs from the Company's expectations.

A more comprehensive discussion of the factors that could cause actual results to differ significantly from the forward-looking information given in this Listing Statement is set out under the heading "Risk Factors". Forward-looking information is based on certain assumptions that the Company believes are reasonable, including that that financing will be available if and when needed on reasonable terms and such other assumptions and factors as set out herein. See "Risk Factors".

Although the Company has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in the forward-looking information in this Listing Statement, there may be other factors and risks that cause actions, events or results that have not been anticipated. There can be no assurance that the forward-looking information in this Listing Statement will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The factors discussed in this section should therefore be weighed carefully and readers should not place undue reliance on the forward-looking information provided in this Listing Statement. Forward- looking information contained in this Listing Statement which assumes completion of the Change of Business is expressly qualified in its entirety by the foregoing cautionary statements and speak only as of the date of this Listing Statement. Except as required under applicable laws, the Company assumes no obligation to update or revise such information to reflect new events or circumstances.

GLOSSARY OF TERMS

"Awards" means Options, RSUs, PSUs, and DSUs issuable under the Omnibus Incentive Plan.

"BCBCA" means the Business Corporations Act (British Columbia) including the regulations thereunder, as amended.

"Board" or "Board of Directors" means the board of directors of the Company.

"Cannabis Business" has the meaning given to it under "Description of the Business – Business of the Company".

"CEO" means chief executive officer.

"CFO" means chief financial officer.

"Change of Business" has the meaning given to it under "Description of the Business – Business of the Company".

"CIRO" means Canadian Investment Regulatory Organization.

"company" unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.

"Company" or "Digital Commodities" or "The BC Bud Co" means The BC Bud Corporation prior to completion of the Change of Business and Digital Commodities Capital Corp., upon completion of the Change of Business, and in each case a company incorporated under the BCBCA.

"CSE" means the Canadian Securities Exchange.

"DSU" means a deferred share unit issuable under the Omnibus Incentive Plan.

"Eligible Participant" means any director, executive officer, employee or consultant of the Company or any of its Subsidiaries.

"GoldON Investment" has the meaning ascribed thereto under the heading "Material Assets and Investments".

"GoldON" means GoldON Resources Ltd., a mineral exploration public company incorporated under the laws of British Columbia and listed on the TSX Venture Exchange.

"Investments" has the meaning given to it under "The Investment Policy and Investment Committee".

"Investee Entities" means businesses and private and publicly listed entities.

"Investees" means public and private companies and entities that the Company invests in.

"Investment Committee" means the investment committee established by the Company.

"Investment Policy" means the investment policy of the Company, attached hereto as Schedule "A".

"Listing Statement" means this listing statement dated as of the date on the cover page, and includes any appendices, schedules or attachments hereto.

"Name Change" means the proposed name change of the Company to "Digital Commodities Capital Corp."

"Omnibus Incentive Plan" means the omnibus incentive plan providing for the grant of Options, RSUs, PSUs, and DSUs.

"Option" means a stock option issuable under the Omnibus Incentive Plan.

"person" means a company or individual.

"Preferred Shares" means preferred shares in the capital of the Company.

"PSU" means a performance share unit issuable under the Omnibus Incentive Plan.

"RSU" means a restricted share unit issuable under the Omnibus Incentive Plan.

"SEDAR+" means System for Electronic Document Analysis and Retrieval, having a website located at www.sedarplus.ca.

"Shareholder" means a holder of Shares.

"Shares" or "Common Shares" means the common shares in the capital of the Company and "Share" or "Common Share" means any one of them.

"SKRR Exploration" means SKRR Exploration Inc., a precious and base metals exploration company incorporated under the laws of British Columbia and listed on the TSX Venture Exchange.

"SKRR Investment" has the meaning ascribed thereto under the heading "Material Assets and Investments".

"Subsidiary" means a corporation, company or partnership that is controlled, directly or indirectly, by the Company;

"Target Areas" has the meaning given to it under "Description of the Business – Business of the Company".

"TSXV" means the TSX Venture Exchange;

"Unit" means a bundled security of the Company consisting of one Share and one Warrant.

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"Warrant" means a common share purchase warrant of the Company.

SUMMARY OF LISTING STATEMENT

The following is a summary of information relating to the Company and should be read together with the more detailed information and financial data and statements contained elsewhere in this Listing Statement.

The Company

The Company was incorporated under the laws of Alberta and was continued into British Columbia during the year ended December 31, 2000. On March 31, 2020, the Company changed its name from "Waterfront Capital Corporation" to "Entheos Capital Corp." On September 29, 2021, Entheos Capital Corp. completed a reverse takeover transaction with The BC Bud Corporation and changed its name to "The BC Bud Corporation." In connection with the Change of Business (defined below), the Company will change its name from "The BC Bud Corporation" to "Digital Commodities Capital Corp."

The Company is listed on the CSE under the symbol "RIPP". The Company's registered and head office is located at 1500 – 409 Granville Street, Vancouver, British Columbia, V6C 1T2.

A more detailed description of the Company is provided under the heading "Corporate Structure".

Description of the Business

The Company was previously exclusively in the business of developing recreational cannabis products and brands in the cannabis industry through licensing, white label contract manufacturing agreements with licensed producers within their facilities under the Cannabis Act (Canada) selling to provincial distributors and marketing to retailers. The Company is not a licensed producer.

Concurrently with the filing of this Listing Statement, the Company changed its business to being an investment company that will invest in digital and physical non-fiat assets, businesses and private and publicly listed entities that are involved in high-growth industries, with a particular focus on hard commodities, cryptocurrencies and the resource sector. Investments in digital and physical non-fiat assets will not exceed 25% of the total value of the Company's investments at any point in time. See "Description of the Business – Business of the Company".

At the start of 2025, following a thorough evaluation of the Company's existing operations and a review of its strategic options, the Company made a decision to complete the Change of Business from a Cannabis Business to an investment company.

The Board believes that its network of business contacts and its depth of investment experience will enable the Company to identify and capitalize on investment opportunities that will bring greater value to the Company Shareholders. Specifically, the Company will focus on investing in digital and physical non-fiat assets, businesses and private and publicly listed entities that are involved in high-grow industries, with a particular focus on the Target Areas. Investments in digital and physical non-fiat assets will not exceed 25% of the total value of the Company's investments at any point in time.

In accordance with the policies of the CSE, the completion of the Change of Business is subject to receipt

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of Shareholder approval. The Company obtained shareholder approval on March 18, 2025 by way of written consent executed by Shareholders holding more than 50% of the outstanding Shares. See "Description of the Business – Transition to an Investment Issuer".

At completion of the Change of Business, the Company's assets will include: (1) $490,808 attributed to the book value of inventory and other non-cash assets of its Cannabis Business; and (2) investments in the aggregate amount of $1,062,561. Set out in the table below is a summary of: (1) the Company's current investments; and (2) the additional investment the Company will acquire in connection with the Change of Business. For further information on the Company's investments, see disclosure under the heading "Description of the Business – Material Assets and Investments".

1. CURRENT INVESTMENTS
Investment	Details of Investment
Digital Assets	Number of XRP Coins: 102,000
Investment Date: December 2024
Amount Invested: $419,795
Current Market Value: $332,678
The Cannabis Business	Investment Date: 2021
Book Value: $490,808 (comprised of $298,715 in inventory, along with other non-cash assets of approximately $192,093 associated with the Cannabis Business, as at February 28, 2025).
Sprott Physical Trusts	6,000 units of Sprott Physical Uranium Trust;
10,000 units of Sprott Physical Silver Trust; and
9,000 units of Sprott Physical Copper Trust
Investment Date: Various investment dates ranging from January 2025 to February 2025
Amount Invested: $381,766
Current Market Value: $373,560
SKRR Exploration Investment	100,000 units of SKRR Exploration, each comprised of one share of SKRR Exploration and one warrant of SKRR Exploration exercisable at a price of $0.145 per share for two years.
Investment Date: March 2025
Amount Invested: $11,000

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	Current Market Value: $30,000
2. ADDITIONAL INVESTMENT TO BE ACQUIRED IN CONNECTION WITH CHANGE OF BUSINESS
Investment	Details of Investment
GoldOn Investment	10,000,000 units of GoldOn, each comprised of one share of GoldOn and one warrant of GoldOn exercisable at a price of $0.05 per share for two years.
Investment Date: Investment to be acquired in connection with the Change of Business.
Amount to be Invested: $250,000
Current Market Value: $350,000

Directors and Executive Officers

The officers and directors of the Company are not expected to change upon completion of the Change of Business. Accordingly, the directors and officers of the Company will remain as follows:

Brayden Sutton – Chief Executive Officer and Director
Thomas Joshua Taylor – President and Director
Lachlan McLeod – Chief Financial Officer and Corporate Secretary
Alyssa Barry – Director
Ken Osborne – Director

The Company has the following committees of its Board: an Audit Committee comprised of Brayden Sutton, Alyssa Barry and Ken Osborne; an Investment Committee comprised of Alyssa Barry and Ken Osborne; a Compensation Committee comprised of Alyssa Barry and Ken Osborne; and a Nominating and Corporate Governance Committee comprised of Alyssa Barry and Ken Osborne.

See "Directors and Executive Officers".

Use of Available Funds

The Company is not raising any funds in conjunction with the filing of this Listing Statement. Accordingly, there are no proceeds. During the next 12 months, the Company intends to raise additional funds through equity financing(s). There can be no assurance that the Company will be successful in raising additional capital. The Company intends to use funds raised from future equity financings for investments in accordance with the Investment Policy as well as for general working capital purposes.

The Company's estimated working capital as at February 28, 2025, being the most recent month end prior to the date of this Listing Statement, was $1,945,817, which includes net proceeds of $1,627,099 after deducting finders fees of $21,912 from the Company's recently completed 2025 Unit Financing.

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The Company expects to have $1,564,817 in available funds after accounting for the GoldOn Investment and the SRKK Investment and deducting the expected Change of Business transaction costs of approximately $120,000.

Source of funds	Amount
Estimated working capital as at February 28, 2025	$1,945,817
Goldon Investment	($250,000)
SRKK Investment	($11,000)
Estimated Change of Business transaction costs	($120,000)(1)
Total funds available	$1,564,817

Notes:

(1) Composed of $90,000 legal fees, $20,000 accounting/audit fees, and $10,000 in remaining CSE Fees.

Principal Purposes

The following table sets out how the Company expects to use the funds available to it for the 12-month period after the completion of the Change of Business:

Principal Purpose for the Use of Funds Available	Amount
Total funds available	$1,564,817
Professional fees	$280,000(1)
General and Administrative Expenses	$326,780(2)
Unallocated Working Capital	$958,037(3)
Total	$1,564,817

Notes:

(1) Comprised of legal fees ($180,000), audit/accounting fees ($90,000), and taxes ($10,000).
(2) Comprised of management fees ($300,000), CSE fees ($10,500), computer and office expenses ($5,400), SEDAR+ fees ($2,000), expenses related the Company's annual general meeting ($2,000), license fees ($2,500), and newsfile expenses ($4,380).
(3) New investments will be made in a manner consistent with the Company's Investment Policy.

Selected Consolidated Financial Information

The results for each of the eight most recently completed quarters ending at the end of the most recently completed financial year, namely February 29, 2024, are summarized below:

	Three Months Ended May 31,	Six Months Ended Aug 31,	Nine Months Ended Nov 30,	Year Ended February 28,

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| | 2022
(Unaudited)($) | 2022
(Unaudited)($) | 2022
(Unaudited)($) | 2023 (Audited)($) |
| --- | --- | --- | --- | --- |
| Revenue | 324,837 | 620,084 | 781,812 | 269,239 |
| Net Income (loss) | (506,160) | (720,388) | (894,363) | (1,413,817) |
| Basic and Diluted Income (loss) per Share | (0.01) | (0.02) | (0.02) | (0.03) |
| | | | | |
| | Three Months Ended May 31, 2023
(Unaudited)($) | Six Months Ended Aug 31, 2023
(Unaudited)($) | Nine Months Ended Nov 30, 2023
(Unaudited)($) | Year Ended February 29, 2024 (Audited)($) |
| Revenue | 197,579 | 459,792 | 53,175 | 61,482 |
| Net Income (loss) | (149,698) | (342,260) | (697,382) | (1,224,056) |
| Basic and Diluted Income (loss) per Share | (0.00) | (0.01) | (0.01) | (0.02) |

See “Selected Consolidated Financial Information”.

Risk Factors

An investment in the Company’s Shares is speculative and will be subject to material risks; and investors should not invest in securities of the Company unless they can afford to lose their entire investment.

The Company’s business, operating results and financial condition could be adversely affected by any of the risks outlined under the heading “Risk Factors”. These risks and uncertainties are not the only ones facing the Company. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems immaterial, may also impair the operations of the Company. Additionally, the Company will face a number of challenges in the development of its business due to the nature of the present stage of the business and operations of its Investments and its Investment Policy. If any such risks actually occur, the financial condition, liquidity and results of operations of the Company could be materially adversely affected and the ability of the Company to implement its growth plans could be adversely affected. Sometimes new risks emerge and management may not be able to predict all of them, or be able to predict how they may cause actual results to be different from those contained in any forward-looking statements. Readers should not rely upon forward-looking statements as a prediction of future results. Readers should carefully consider all such risks, including those set out under the heading “Risk Factors” and elsewhere in this Listing Statement.

For a detailed description of risk factors relating to the Company, see “Risk Factors”.

CORPORATE STRUCTURE

Name, Address and Incorporation

The Company was incorporated under the laws of Alberta and was continued into British Columbia

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during the year ended December 31, 2000. On March 31, 2020, the Company changed its name from "Waterfront Capital Corporation" to "Entheos Capital Corp." On September 29, 2021, Entheos Capital Corp. completed a reverse takeover transaction with The BC Bud Corporation and changed its name to "The BC Bud Corporation." In connection with the Change of Business (defined below), the Company will change its name from "The BC Bud Corporation" to "Digital Commodities Capital Corp."

The Company is listed on the CSE under the symbol "RIPP". The Company's registered and head office is located at 1500 – 409 Granville Street, Vancouver, British Columbia, V6C 1T2.

Intercorporate Relationships

The Company has one wholly owned subsidiary, The BC Bud Holdings Corp., incorporated in British Columbia on March 1, 2019. The BC Bud Holdings Corp. holds the Company's cannabis license that allows the Company to license its cannabis brand throughout Canada.

DESCRIPTION OF THE BUSINESS

Business of the Company

Concurrently with the filing of this Listing Statement, the Company changed its business (the "Change of Business") to being an investment company that will invest in digital and physical non-fiat assets, businesses and private and publicly listed entities that are involved in high-growth industries, with a particular focus on hard commodities, cryptocurrencies and the resource sector (collectively, the "Target Areas"). Investments in digital and physical non-fiat assets will not exceed 25% of the total value of the Company's investments at any point in time.

All of the Company's operations with respect to the Cannabis Business are located in Canada. The Company has no U.S. marijuana related activities, including direct involvement or indirect involvement in the cultivation or distribution of marijuana, or with issuers that provide goods and/or services to third parties involved in the U.S. marijuana industry or any other ancillary involvement with U.S. marijuana related activities.

History

Financial Year Ended February 28, 2022

On September 29, 2021 the Company announced that, further to its press releases dated February 11, 2021, April 26, 2021, June 25, 2021, September 7, 2021 and September 27, 2021, the Company completed its previously announced acquisition of the BC Bud Holdings Corp. (formerly "the BC Bud Corporation") (the "Transaction"). The Company also changed its name from 'Entheos Capital Corp.' to "The BC Bud Corporation". The Company commenced trading on the CSE on September 30, 2021 under the symbol "BCBC".

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As previously announced, under the provisions of the Transaction, the Company acquired all of the issued and outstanding securities of the BC Bud Holdings Corp. (the “Target”) in consideration of the issuance of 26,250,000 Shares of the Company. The Target is now a wholly owned subsidiary of the Company.

In connection with the Transaction, the Company completed a non-brokered private placement of 4,000,000 subscription receipts at a price of $0.25 per subscription receipt for aggregate gross proceeds of $1,000,000.

Immediately prior to closing the Transaction, each Subscription Receipt issued pursuant to the private placement was converted into one Unit of the Company comprising one Share of the Company and one Warrant. Each Warrant entitled the holder to acquire one additional common share of the Company at an exercise price of $0.50 per share until September 29, 2023, following the extension of the term of the Warrants approved by the Company.

On September 27, 2021 Entheos Capital Corp. announced that the common shares of Entheos Capital Corp. were delisted from the NEX in advance of the completion of its proposed reverse takeover transaction (the “Transaction”) with The BC Bud Corporation. Delisting occurred at the close on September 29, 2021 following which the Transaction closed and the Company changed its name to ‘The BC Bud Corporation’.

On September 7, 2021 Entheos Capital Corp. announced that it had received the conditional approval of the CSE for the listing of its common shares following completion of its reverse takeover transaction with the BC Bud Corporation.

On June 25, 2021 Entheos Capital Corp. announced that it had entered into a definitive share exchange agreement dated for reference March 15, 2021 with the BC Bud Corporation and all of its shareholders for the acquisition of all of the issued and outstanding shares of the BC Bud Corporation.

On April 26, 2021 Entheos Capital Corp. announced that it had completed its non-brokered private placement (the “Financing”) of subscription receipts issuing an aggregate of 4,000,000 subscription receipts at a price of $0.25 per subscription receipt generating gross proceeds of $1,000,000. The completion of the Financing satisfied a key condition precedent to the completion of Entheos Capital Corp’s reverse takeover transaction with the BC Bud Corporation.

Financial Year Ended February 28, 2023

On February 2, 2023 the Company announced that it had closed a non-brokered private placement generating gross proceeds of $340,000 through the sale of an aggregate of 6,800,000 Units at a price of $0.05 per Unit. Each Unit comprised one Share and one Warrant. Each Warrant entitled the holder to acquire an additional Share at a price of $0.15 per Share until February 2, 2025. On January 29, 2025, the Company extended the expiry date of these Warrants to February 2, 2026. No finders fees were payable in connection with the private placement.

On October 7, 2022 the Company announced the appointment of MNP LLP (“MNP”) as its auditor. This followed the Company’s prior announcement on August 9, 2022 of the resignation of Smythe LLP as its auditor. The Board and audit committee of the Company approved the appointment of MNP effective

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September 23, 2022.

On October 7, 2022 the Company also announced that, in conjunction with its upgrade to the OTCQB, as announced on October 4, 2022, that its symbol on the OTCQB changed to “BCBCF” at the Company’s request to reflect its current branding.

On October 4, 2022 the Company announced that its Shares began trading on the OTCQB under the symbol “WFGCF” on October 3, 2022. In conjunction with the new OTCQB listing, the Company’s Shares became eligible to clear electronically and settle through DTC.

Financial Year Ended February 29, 2024

On October 11, 2023 the Company announced that it had entered into a consulting agreement (the “Agreement”) with Stox Ventures Inc., a company led by Karim Mohamedani (the “Consultant”) to provide advisory services to management. The term of the Agreement with the Consultant was for a period of five months pursuant to which the Company paid the Consultant a monthly fee of $5,000.00 CDN in arrears through the issuance of Shares. As the Consultant was the holder of more than 10% of the Company’s outstanding Shares, he was an “insider” and the Agreement constituted a ‘related party transaction’ within the meaning of Multilateral Instrument 61-101 Protection of Minority Securityholders in Special Transactions. The Company relied on exemptions from the formal valuation and minority approval requirements under MI 61-101.

On August 25, 2023 the Company announced that it had closed a second tranche of its previously announced non-brokered private placement. Gross proceeds of $146,000 were raised through the sale of 1,946,667 Units at a price of $0.075 per Unit. Each Unit was comprised of one Share and one Warrant. Each whole Warrant entitles the holder to purchase a further Share at a price of $0.15 per Share until August 25, 2026. No finder’s fees were paid in connection with the second tranche of the private placement.

On August 4, 2023 the Company announced that it had closed an initial tranche of its previously announced non-brokered private placement. Gross proceeds of $52,500 were raised through the sale of 700,000 Units at a price of $0.075 per Unit. Each Unit comprised of one Share and one Warrant. Each whole Warrant entitles the holder to purchase a further Share at a price of $0.15 per Share until August 4, 2026. No finder’s fees were paid in connection with the initial tranche of the private placement.

Current Financial Year

A description of the Company’s business development since the last completed financial year ending on February 29, 2024 is set out below.

On March 1, 2024, further to the Company’s news release dated October 11, 2023 the Company issued a total of 500,000 Shares to the Consultant (Stox Ventures Inc.) at a deemed value of $0.05 per Share at the end of the term of the Agreement. The Shares were issued in accordance with applicable securities laws and were subject to a four month hold period in accordance with the policies of the CSE. As of March 1, 2024 and subsequent thereto, Stox Ventures Inc. was and is no longer an insider of the Company.

On March 12, 2024, the Company changed its auditors to Davidson & Company LLP and the Company’s

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former auditor BF Borgers CPA PC resigned at the request of the Company. On March 25, 2024, the Company filed a Notice of Change of Auditor in connection therewith.

On April 12, 2024, the Company completed a non-brokered private placement raising aggregate gross proceeds of $400,000 (see the Company's news release dated April 12, 2024) (the "April 2024 Financing"). The Company issued 20,000,000 Units at a price of $0.02 per Unit. Each Unit consisted of one Share and one Warrant. Each Warrant entitles the holder to acquire an additional Share at a price of $0.05 per Share for a period of 24 months from the date of issuance.

On October 16, 2024, the Company entered into a loan agreement with Sutton Ventures Ltd. ("Sutton") dated effective August 30, 2024, a company owned and controlled by CEO Brayden Sutton, pursuant to which Sutton advanced $100,000 to the Company as a secured loan (the "Loan"). The proceeds of the Loan were to be utilized for working capital purposes, and most specifically the completion of the Company's audited financial statements for the financial year ended February 28, 2024 and restatement of the financial year ended February 28, 2023 (see the Company's news release dated May 27, 2024). The Loan bears interest at a rate of 8.0% per annum and matures on the earlier of February 28, 2026 or an event of default occurring. The Loan was secured by way of a general security interest in all personal and after acquired property of the Company. The Loan was in addition to a $150,000 loan made by Sutton to the Company's subsidiary in 2021.

On November 7, 2024, in the settlement of outstanding debt, the Company issued to two independent directors an aggregate of 480,000 Shares and to Vested One Media Inc. an aggregate of 420,000 Shares all at a deemed price of $0.05 per Share (the "Debt Settlements") (see the Company's news release dated November 7, 2024).

On November 20, 2024, the Company completed a non-brokered private placement (the "November 2024 Financing") raising aggregate net proceeds of $375,000 through the sale of 25,000,000 Units at a price of $0.015 per Unit. Each Unit was comprised of one Share and one Warrant. Each Warrant entitles the holder to acquire an additional Share at an exercise price of $0.10 per Share for a period of 24 months from the date of issue. No finder's fees were paid on any portion of the November 2024 Financing (see the Company's news release dated November 13, 2024).

On January 17, 2025, January 24, 2025, and January 29, 2025, the Company completed 3 tranches of a non-brokered private placement (the "2025 Unit Financing") raising aggregate gross proceeds of $1,649,011 through the sale of 21,986,813 Units at a price of $0.075 per Unit. Each Unit was comprised of one Share and one Warrant. Each Warrant entitles the holder to acquire an additional Share at an exercise price of $0.15 per Share for a period of 24 months from the date of issue. In connection with the third tranche of the 2025 Unit Financing, the Company: (i) paid to certain finders an aggregate cash commission of $21,912; and (ii) issued to certain finders an aggregate of 292,160 finders warrants (the "Finder Warrants"). Each Finder Warrant is exercisable into one unit of the Company (a "Finder Unit") at a price of $0.075 per Finder Unit for a period of 24 months from January 29, 2025, with each Finder Unit comprised of one Share and one Warrant (see the Company's news releases dated January 17, 2025, January 24, 2025, and January 29, 2025).

Transition to an Investment Issuer

At the start of 2025, following a thorough evaluation of the Company's existing operations and a review of its strategic options, the Company made a decision to complete the Change of Business from a

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Cannabis Business to an investment company.

The Company believes that rising inflation and increasing levels of debt have introduced significant uncertainty into traditional investment markets. In response to these macroeconomic pressures, the Company seeks to create an investment vehicle designed to hedge against such risks while capitalizing on inflationary trends. To achieve this, the Company will focus on asset classes that are expected to retain intrinsic value or exhibit strong speculative upside. Management believes that digital assets, hard commodities and resources, due to their unique characteristics, are well-positioned to benefit from these macroeconomic dynamics. Digital assets, with their decentralized nature and limited supply, may offer protection against currency devaluation, while hard commodities and resources, driven by supply-demand fundamentals, historically perform well in inflationary environments. The Company may take advantage of special situations and other opportunities, as such opportunities arise, and make investments in other sectors which the Investment Committee identifies from time to time as offering particular value. For a full description of the Company's current holdings, please see "Description of the Business – Material Assets and Investments" of this Listing Statement. For a full description of the Company's investment strategy, please refer to its Investment Policy, a copy of which is attached hereto as Schedule "A".

In accordance with the policies of the CSE, the completion of the Change of Business is subject to receipt of Shareholder approval. The Company obtained shareholder approval on March 18, 2025 by way of written consent executed by Shareholders holding more than 50% of the outstanding Shares.

There are significant risks associated with the business of the Company, as described above and under the heading "Risk Factors" of this Listing Statement. Readers are strongly encouraged to carefully read all of the risk factors contained under the heading "Risk Factors" of this Listing Statement. In addition, readers are encouraged to review the forward-looking statements under the heading "Cautionary Statement Regarding Forward Looking Information" in the preamble of this Listing Statement.

General Description of Investments

The Company is a publicly traded investment company whose primary objective is to maximize shareholder value by investing its funds for purposes of generating returns from capital appreciation and investment income. It intends to accomplish these goals through the identification of and investment in digital and physical non-fiat assets, businesses and private and publicly listed entities that are involved in high-growth industries, with a particular focus on the Target Areas. Investments in digital and physical non-fiat assets will not exceed 25% of the total value of the Company's investments at any point in time. The Company's Investment Policy is attached hereto as Schedule "A".

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Material Assets and Investments

1. Net Assets

At completion of the Change of Business the Company's net assets are estimated to be approximately $1,827,113 after accounting for estimated Change of Business transaction costs of approximately $120,000. This amount reflects the aggregate book value of the assets of the Cannabis Business as at February 28, 2025, and the lesser of the cost and current market value of the Company's investments in the Sprott Physical Trusts, SKRR Exploration and GoldOn. It does not factor in the estimated increase in the market value of SKRR Exploration and GoldOn from the date of acquisition in the case of SKRR Exploration and the agreed upon subscription price in the case of GoldOn, to the date of this Listing Statement in the aggregate amount of $119,000.

2. Investments

At completion of the Change of Business, the Company's assets will include: (1) $490,808 attributed to the book value of inventory and other non-cash assets of its Cannabis Business; and (2) investments in the aggregate amount of $1,062,561. Set out in the table below is a summary of: (1) the Company's current investments; and (2) the additional investment the Company will acquire in connection with the Change of Business. New investments will be made in accordance with the Company's Investment Policy, a copy of which is attached as Schedule "A" of this Listing Statement. See disclosure under the heading "Use of Available Funds – Business Objectives and Milestones".

Following this table is a more detailed summary of each investment class.

1. CURRENT INVESTMENTS
Investment	Description	Details of Investment
Digital Assets	The Company has acquired XRP and intends to expand into other well-known cryptocurrencies with strong fundamentals and adoption potential.
The Company intends to leverage the utility of cryptocurrencies such as XRP due to its function as well as desire to be regulated and adopted by financial institutions globally. (1)
Please see disclosure under the heading "Safeguarding Digital Assets" for further disclosure on the Company's cryptocurrency assets.	Number of XRP Coins: 102,000
Investment Date: December 2024
Amount Invested: $419,795
Current Market Value: $332,678
Classification: Holding cryptocurrency via a CSA regulated and audited Canadian exchange (Coinsquare) for digital exposure and a hedge

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		against inflation as well as for capital gains.
The Cannabis Business	The Company will continue to operate the Cannabis Business, being the development of recreational cannabis products and brands in the cannabis industry through licensing, white label contract manufacturing agreements with licensed producers within their facilities under the Cannabis Act (Canada), selling to provincial distributors and marketing to retailers. The Company’s investment in the Cannabis Business consists of finished goods, packaging, bulk concentrates, pre-rolls and whole flower.

All of the Company’s operations with respect to the Cannabis Business are located in Canada. The Company has no U.S. marijuana related activities, including direct involvement or indirect involvement in the cultivation or distribution of marijuana, or with issuers that provide goods and/or services to third parties involved in the U.S. marijuana industry or any other ancillary involvement with U.S. marijuana related activities.

The Cannabis Business will be treated in the same manner as the other investments in accordance with the Company’s Investment Policy. | Investment Date: 2021

Book Value: $490,808
(comprised of $298,715 in inventory, along with other non cash assets of approximately $192,093 associated with the Cannabis Business, as at February 28, 2025). |
| Sprott Physical Trusts | The Company has acquired trust units of Sprott Physical Trust, a closed-end trust listed on the TSX Exchange that invests in unencumbered and fully-allocated London Good Delivery silver bars, assets in uranium in the form of U3O8, assets in physical copper, assets in physical gold bullion, assets in physical gold and silver bullion and unencumbered and fully-allocated Good Delivery physical platinum and palladium bullion. The Trust provides a secure exchange-traded investment without the inconvenience associated with a direct investment in such metals. As of the date hereof, the Company has silver, uranium ad copper units of the Sprott Physical Trust. | 6,000 units of Sprott Physical Uranium Trust; 10,000 units of Sprott Physical Silver Trust; and 9,000 units of Sprott Physical Copper Trust

Investment Date: Various investment dates ranging from January 2025 to February 2025

Amount Invested: $381,766

Current Market Value: $373,560 |

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| SKRR Exploration Investment | The Company acquired 100,000 units of SKRR Exploration at a price of $0.11 per unit, for an aggregate purchase price of $11,000. Each unit of SKRR Exploration is comprised of one share of SKRR Exploration and one warrant of SKRR Exploration exercisable at a price of $0.145 per share for two years (the “SKRR Investment”).
SKRR Exploration is a Canadian based public precious and base metals exploration company focused on the exploration of gold, zinc, copper, uranium, and nickel in Saskatchewan. SKRR Exploration’s shares are listed on the TSX Venture Exchange under the symbol SKRR. | 100,000 units of SKRR Exploration
Investment Date: March 2025
Amount Invested: $11,000
Current Market Value: $30,000 |
| --- | --- | --- |
| 2. ADDITIONAL INVESTMENT TO BE ACQUIRED IN CONNECTION WITH CHANGE OF BUSINESS | | |
| Investment | Description | Details of Investment |
| GoldOn Investment | In connection with the Change of Business, the Company will purchase an aggregate of 10,000,000 units of GoldON, at a price of $0.025 per unit, for an aggregate purchase price of $250,000, resulting in an equity interest in GoldOn ranging from approximately 15.98% - 17.67%. Each unit of GoldOn will be comprised of one share of GoldOn and one warrant of GoldOn exercisable at a price of $0.05 per share for two years (the “GoldOn Investment”).
GoldOn is a Canadian based public mineral exploration company primarily focused on gold exploration in Ontario. GoldOn’s shares are listed on the TSX Venture Exchange under the symbol GLD.
In addition to the above, the Company will have and will exercise the right to nominate a director to the board of directors of GoldOn, who will initially be Brayden Sutton (the “BCBC Nominee”). Further, the BCBC Nominee will also assume the role of Chairman and take on an advisory position within GoldOn. The BCBC Nominee will provide strategic guidance to GoldON in key areas, including corporate governance, capital markets, and regulatory compliance. Responsibilities will include advising on governance best practices, securities | 10,000,000 units of GoldON
Investment Date: Investment to be acquired in connection with the Change of Business.
Amount to be Invested: $250,000
Current Market Value: $350,000 |

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	regulations, and investor relations strategies. The BCBC Nominee will also support business development initiatives and assist in divestitures, identifying and evaluating acquisition targets, prospective mineral properties, and financing opportunities while facilitating introductions to potential investors and strategic partners.

Notes:

(1) The Company has strategically expanded its expertise into digital assets as part of its broader growth strategy. While the Company is not engaged in active trading or speculative activities, it maintains a focused approach to digital assets as a credible asset class, aligned with institutional-grade investment standards. Its involvement is strictly limited to acquiring and holding digital assets (only XRP for now) that are recognized as leading commodities in the space—specifically, assets that rank among the top five by market capitalization and are widely held by reputable financial institutions. These assets are managed in a CIRO-regulated environment, ensuring full compliance with Canadian securities regulations and best practices in custodianship and governance. The Company is committed to responsible participation in the digital asset sector while upholding the highest standards of regulatory compliance and risk management.

The Company will invest any additional available funds in a manner consistent with the Company's Investment Policy. See disclosure under the heading "Use of Available Funds – Business Objectives and Milestones".

Basis For Investments

Digital Assets

The Company believes that investing in digital assets can represent a strong investment strategy for several reasons, particularly in the context of emerging technologies, diversification, and long-term growth potential:

Exposure to Emerging Technologies: The Company believes that digital assets, including cryptocurrencies like Bitcoin and XRP, and other blockchain-based tokens, are part of an important technological shift. Blockchain technology, which underpins digital assets, has the potential to improve various industries, including finance, supply chain management, healthcare, and more.¹ By investing in digital assets, the Company seeks to gain exposure to these innovative technologies and the growth opportunities they may present.
High Growth Potential: The market for digital assets is still in its early stages, and many believe it has substantial growth potential.² As the adoption of blockchain technology and digital assets increases, the value of certain assets may appreciate significantly over time. This growth

¹ Forbes, 15 Industries That Could Significantly Benefit From Blockchain Technology, June 10, 2022 . .

² Fidelity Digital Assets, 2025 Look Ahead, page 3, January 7, 2025 .

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potential is particularly attractive to investors seeking high returns, especially when compared to traditional, more established asset classes that may not offer the same level of upside.

Diversification and Portfolio Enhancement: Digital assets can provide valuable diversification benefits to an investment portfolio. Unlike traditional asset classes (stocks, bonds, real estate), digital assets operate independently of conventional financial markets and are not directly correlated with the performance of traditional assets. Management believes this diversification can help to mitigate risk, especially during times of market volatility or financial crises, and can enhance overall portfolio stability.
Hedge Against Inflation and Currency Devaluation: Certain digital assets, particularly Bitcoin, have been referred to as "digital gold"³ because of their limited supply and deflationary characteristics. As governments around the world adopt accommodative monetary policies, resulting in increased currency supply and inflationary pressures, digital assets may serve as a hedge against these trends. The scarcity of certain digital assets and their ability to be transacted across borders also position them as a potential store of value during times of economic uncertainty.
Decentralized Nature and Security: Digital assets typically operate on decentralized networks, reducing reliance on centralized authorities such as governments and financial institutions. This decentralization enhances security and reduces the risks associated with traditional banking and financial systems, including systemic failure, fraud, and government interference. Digital assets offer a degree of autonomy and financial sovereignty that is not available in traditional financial markets.
Global Market and Liquidity: Digital assets are traded on global platforms 24/7, offering liquidity and flexibility. This global reach would allow the Company to buy, sell, and trade assets without being constrained by market hours or geographic location, providing greater access to opportunities and faster execution.
Institutional Adoption and Mainstream Acceptance: Over the past few years, digital assets have seen increasing adoption by institutional investors, such as hedge funds, family offices, and publicly traded companies.⁴ Major financial institutions are also developing infrastructure to support the digital asset ecosystem⁵, which further validates the legitimacy of the market. This institutional involvement provides increased credibility and signals that digital assets may be a mainstream asset class in the future.
Regulatory Framework Evolution: As digital assets gain mainstream attention, governments and regulators around the world are working to establish more comprehensive regulatory frameworks. While this regulatory environment is still developing, clearer guidelines will provide increased transparency and legal certainty for investors. Over time, this regulatory clarity is expected to reduce risks and increase confidence in digital assets as a legitimate and stable investment class.

³ Business Insider, Zahra Tayeb, Crypto is 'digitizing gold' and bitcoin has the power to 'revolutionize' finance, BlackRock CEO says, July 6, 2023 .

⁴ Fidelity Digital Assets, Institutional Investor Digital Assets Study: Key Findings, page 10, May 30, 2024 .

⁵ Forbes, Roomy Khan, 2025 Crypto Golden Age: AI & Blockchain Unleashing Innovation, December 4, 2024 </https:.

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In conclusion, by investing in digital assets, the Company believes that it stands to benefit from exposure to a high-growth, innovative, and diversified asset class that has the potential to provide attractive returns, hedge against inflation, and provide strategic diversification to traditional portfolios. Digital assets also offer flexibility, security, and global liquidity.

See disclosure under the heading “Risk Factors – Risks Related to Investments in Digital Assets”.

Hard Commodities

The Company believes that investing in gold and silver hard commodities presents a compelling investment strategy for several reasons, particularly in the context of macroeconomic volatility and inflationary pressures:

Hedge Against Inflation: Gold and silver have historically been viewed as effective hedges against inflation. During periods of rising inflation, the purchasing power of fiat currencies tends to decline, but the value of precious metals often increases.⁶ This makes gold and silver attractive as stores of value, especially in times when central banks may be expanding money supply to address economic challenges.
Diversification and Risk Mitigation: Hard commodities like gold and silver are generally uncorrelated with traditional financial assets, such as equities and bonds. By incorporating these assets into a diversified investment portfolio, the Company believes that it can reduce overall portfolio risk, as gold and silver often perform well when other asset classes are underperforming, particularly during periods of economic instability.⁷
Safe Haven Assets: Gold and silver are considered "safe haven" assets during times of geopolitical or financial market uncertainty.⁸ Investors often turn to these metals as a means of preserving wealth during periods of market downturns, currency devaluation, or systemic risk in financial systems. As such, investing in these commodities may offer downside protection for the Company’s portfolio.
Supply and Demand Fundamentals: Both gold and silver have unique supply and demand dynamics. Gold is a scarce resource with relatively inelastic supply, while silver, though more abundant, is used in a wide range of industrial applications, including electronics, solar panels, and medical technologies. As demand for these applications increases, both metals may experience upward price pressure.
Global Market Liquidity: Both gold and silver are traded on global markets with deep liquidity, providing flexibility and ease of entry or exit for investment companies. This liquidity is beneficial for the Company as it allows for the efficient management of holdings and positions in these assets.

⁶ Nasdaq, Y Charts, 7 Best Asset Classes to Hedge Against Inflation, February 17, 2022 .

⁷ Forbes, How Precious Metals Have Performed During Coronavirus: A Year In Review, January 13, 2021 .

⁸ Forbes, How Precious Metals Have Performed During Coronavirus: A Year In Review, January 13, 2021 .

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Store of Value in Times of Currency Devaluation: In an environment where governments may resort to currency devaluation to address economic stress, gold and silver are seen as a store of value outside of the fiat currency system. This characteristic can help to protect investor capital from the erosion of wealth that can occur when currencies lose value.
Long-Term Track Record: Historically, both gold and silver have demonstrated resilience over time, retaining their value and even appreciating during times of financial market instability or geopolitical crisis.⁹ The Company believes that this long-term track record provides confidence to investors seeking stability and potential appreciation in real terms.

In conclusion, an investment company focused on gold and silver hard commodities can benefit from these assets' proven ability to hedge against inflation, mitigate risk and function as safe havens during periods of uncertainty, and respond to supply-demand dynamics. As such, the Company believes that incorporating these metals into its investment strategy can enhance its attractiveness to investors seeking a stable and resilient asset base, particularly in uncertain or inflationary environments.

See disclosure under the heading “Risk Factors – Risks Related to Investments in Hard Commodities”.

Investees Target Areas

The Company will evaluate opportunities to invest in private companies and other publicly traded companies focused in the Target Areas (cryptocurrency, hard commodities, and the resource sector) in order to leverage sectoral growth opportunities and create diversified revenue streams.

As mentioned above, management believes that the blockchain and cryptocurrency sectors are growing and disrupting traditional industries such as finance, supply chain, and digital identity¹⁰ and that early-stage investments in Investees in these sectors can yield returns as these industries mature. Additionally, blockchain and crypto assets operate on a global scale, providing exposure to international markets and diversified opportunities. Further, hard commodities such as gold, copper, and lithium are essential for global industries, including electronics, infrastructure, and green energy (e.g., EV batteries).¹¹ Additionally, hard commodities provide a natural hedge against cryptocurrency volatility and gold in particular is widely regarded as a hedge against inflation¹²; as such management believes that investing in Investees in these sectors will add stability and balance to its portfolio in volatile markets. Further, mining investments could contribute to long-term value creation, particularly as demand for strategic minerals like lithium and cobalt increases with the energy transition.¹³

Blockchain technology is increasingly used in commodities and resource sectors for supply chain

⁹ Forbes, How Precious Metals Have Performed During Coronavirus: A Year In Review, January 13, 2021, .

¹⁰ Forbes, 18 Ways Blockchain Could Soon Disrupt Multiple Functions And Industries, April 12, 2023 .

¹¹ McKinsey & Company, Marcelo Azevedo et al., The raw-materials challenge: How the metals and mining sector will be at the core of enabling the energy transition, January 10, 2022 .

¹² Forbes, Kat Tretina, How to Hedge Against Inflation, July 30, 2024 .

¹³ World Economic Forum & McKinsey & Company, Securing Minerals for the Energy Transition: Unlocking the Value Chain through Policy, Investment and Innovation, September 2024 .

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transparency, fraud prevention, and operational efficiency.¹⁴ The Company can invest in companies where these sectors converge, potentially unlocking synergies that increase value. For example, blockchain-enabled supply chains can enhance ESG compliance in mining operations.

Management will closely monitor the market and the potential exit strategies available to the Company at various times. Management is open to a wide variety of exit strategies such as initial public offerings, private placements, sale of investment holdings, distribution of ownership interests in its investment portfolio, and other potential exit strategies as determined by the Board. Management has not determined specific exit strategies with respect to any of its investments at this time and will review available options at a future date with a view to maximizing shareholder value.

See disclosure under the headings “Risk Factors”

Specialized Skills and Knowledge

Operating as an investment company that invests in digital and physical non-fiat assets, businesses and private and publicly listed entities that are involved in high-growth industries in the Target Areas requires a diverse and specialized skill set, as well as in-depth knowledge in various fields. This includes expertise in valuing private companies, digital assets, and mining projects, including assessing future growth potential and inherent risks; skills in designing and managing a diversified investment portfolio across high-risk (crypto, blockchain startups) and lower-risk (mining and commodities) assets; understanding blockchain technology and cryptocurrency ecosystems; understanding geology, resource estimation, and commodity markets to evaluate the viability of mining projects and market cycles; and understanding exploration, development, production stages, and the unique risks and opportunities of each phase.

The Company’s management team will also need to be able to create strategies for mitigating risks associated with cryptocurrency price fluctuations and commodity market volatility. Management will need to stay updated with technological advancements and trends in blockchain and digital assets to identify high-potential investment opportunities, while also keeping up with global trends in commodities, blockchain adoption, and regulatory landscapes in key jurisdictions. Operating a public investment company in these sectors requires a multidisciplinary approach that combines technical, regulatory, financial, and strategic expertise, which the Company’s management team has – see disclosure under the headings “Directors and Officers – Director and Executive Officer Biographies”, “Description of the Business – Employees and Consultants”, “Directors and Officers – Advisor Biography” and “Investment Policy and the Investment Committee - Current Members of the Investment Committee” for a summary of the management team’s experience and education. Additionally, management expects to engage and rely upon various legal and financial advisors and other experts as necessary to ensure the Company remains compliant with all applicable laws and is able to successfully navigate through various complex industries while delivering value to shareholders. See “Risk Factors – Risks Related to the Shares and the Company’s Business – Reliance on Management and Key Personnel.”

Competitive Conditions

The Company competes with other companies in the industries and sectors in which it seeks to invest,

¹⁴ IBM Blockchain, How Blockchain Can Help Modernize the Mining Industry .

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as well as mutual funds, investment funds, hedge funds, investment companies, management companies and other investment vehicles for investment opportunities. Many of these competitors have greater financial, technical, and other resources than the Company. To compete, the Company depends on the knowledge, experience and network of business contacts of management and the Board. See "Risk Factors".

Intangible Properties

The Company's business is not heavily reliant on intangible properties.

Cycles

The Company's business will be subject to both cyclical and seasonal cycles:

Cyclical Factors: Commodity prices are influenced by global economic conditions. During economic growth, demand for industrial metals increases, while in recessions, demand often falls, impacting mining profitability and valuations. Cryptocurrencies are sensitive to macroeconomic trends such as interest rates, inflation, and market liquidity. Bull and bear cycles in crypto markets can significantly impact investment performance. Additionally, blockchain and cryptocurrency sectors experience cycles driven by technological breakthroughs (e.g., the rise of decentralized finance or NFTs). These cycles influence market dynamics and the timing of investments. Further market sentiment heavily influences the adoption of new blockchain technologies and cryptocurrencies. Speculative trading can create boom-and-bust cycles, affecting valuations and investment returns. Lastly, investor sentiment toward commodities often shifts based on geopolitical events, currency fluctuations, or changes in energy policies.
Seasonal Factors: Mining operations, particularly in regions with harsh climates (e.g., northern Canada), are seasonal. Exploration and drilling are often limited to specific months due to weather conditions, leading to predictable fluctuations in activity and investment opportunities. Seasonal demand for certain commodities (e.g., energy resources like coal or natural gas in winter) can impact pricing and investment returns. Additionally, cryptocurrency mining operations often align with seasonal energy prices. For instance, regions with lower electricity costs during specific seasons (e.g., hydroelectric power in rainy seasons) may see increased mining activity. Lastly, towards the end of the fiscal year, investors may sell underperforming assets for tax purposes, impacting the prices of publicly traded companies in these sectors.

Economic Dependence

The Company's business is not substantially dependent on any one contract.

Changes to Contracts

The Company's business is not reasonably expected to be affected in the current financial year by the renegotiation or termination of any contracts or sub-contracts.

Employees and Consultants

As of the date hereof, the Company has no employees and 2 consultants, being John Fahmy and MJ

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Capital Ltd. The biographies for each of these consultants are set out below:

John Fahmy

John is a current investor/consultant to various public and private companies across the technology, real estate, life sciences, pharmaceutical, brick and mortar, and resources sectors. He has been involved in several merchant banking transactions, focused on acquisition and business development primarily within the junior mining sector and has personally invested in over 50 public/private companies. John currently serves on the board of two junior mining companies; Starr Peak (STE.V), Jinhua Capital Corp (JHC.V) and previously served on the board of Bathhurst Metals Corp. (BMV.V). John was the vendor of the York Harbour Metals project, which went on to make a copper VMS (volcanogenic massive sulphide) discovery in Newfoundland; he also facilitated deal origination and business development transactions for the company. Further John is the co-founder of WTS Capital, a marketing and media company in Canada catering to junior mining companies. John provides promotional/marketing services to the Company.

MJ Capital Ltd.

MJ Capital Ltd. helps to advise and consult for various companies in professional business environments. This includes everything from bringing awareness of the company goals to investors and the public, to raising funds for working capital. MJ Capital Ltd., is owned and operated by Manpreet Minhas, who has over 22 years of business experience. He has owned many businesses and has worked with numerous public companies and boards, as a consultant. MJ Capital Ltd. provides business consulting and development services tailored to support the Company's growth and long-term success. MJ Capital Ltd.'s services include strategic planning, market analysis, and financial advisory services.

Foreign Operations

As of the date hereof, the Company's investments are all located in Canada and apart from its cryptocurrency, are in Canadian dollars. Additionally, notwithstanding that the Company's Investment Policy does not restrict investing in foreign jurisdictions, the Company has no intention to invest in jurisdictions outside of Canada and the United States within the next 24 months. With that being said, set out below are a number of factors the Company would consider and risks the Company may be subject to, in the event it invests in assets, commodities, operations or Investees in foreign jurisdictions.

Regulatory and Legal Risks

Foreign operations may expose the Company to a variety of regulatory and legal frameworks that differ significantly from Canadian law. These differences can impact both the Company's compliance obligations and the operational risks associated with cross-border investments.

Digital Assets: Regulatory approaches to digital assets vary widely across jurisdictions. While some countries have embraced digital currencies and blockchain technologies with clear regulatory frameworks (e.g., Switzerland, Singapore),[15] others have banned or heavily restricted their use (e.g., China). By operating or investing in foreign markets, the Company could be

[15] World Economic Forum, Sandra Waliczek, How different countries are navigating the uncertainty of digital asset regulation in a complex election year, October 4, 2024 .

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subject to more stringent or less favorable regulations. This includes laws related to anti-money laundering (AML), know-your-customer (KYC), securities regulations, taxation, and digital asset exchanges. Depending on which jurisdictions the Company intends to invest in, the Company may need to engage and collaborate with local experts to address these jurisdiction-specific matters and ensure compliance with foreign regulations to avoid penalties. Initially, the Company intends to acquire digital assets in Canada, either privately or on a Canadian regulated exchange such as Coinbase, in accordance with applicable laws.

Hard Commodities: The commodity markets in foreign jurisdictions may be subject to varying degrees of regulation, especially with respect to extraction, trade, environmental protections, and taxation. A foreign government may impose tariffs, export restrictions, or tax regimes that can affect the price and availability of commodities like gold, silver, and oil. Changes in mining regulations or restrictions on foreign ownership in certain countries can affect the profitability of mining investments.
Resource Sector: Foreign jurisdictions may have markedly different regulatory environments with respect to the resource sector compared to British Columbia. This includes varying standards for environmental protection, permitting, labor, and corporate governance. Securing the necessary permits and licenses can be complex, time-consuming and unpredictable. Changes in local regulations or enforcement practices may result in operational delays or unexpected costs. If the Company chooses to invest in resources in foreign jurisdictions, it will need to consider how to mitigate these risks. In some jurisdictions, the legal system may offer limited protection or slower dispute resolution processes, which can heighten the risk if contractual or operational issues arise. If the Company chooses to invest in resources in foreign jurisdictions, it must be vigilant regarding local practices that may expose the Company to corruption or compliance issues under both local and international anti-corruption laws (such as the U.S. FCPA). Additionally, there may be challenges in enforcing contracts or clarifying ownership rights, particularly with state-owned assets or in areas with ambiguous property rights.
Currency and Exchange Rate Risks

If the Company chooses to invest in foreign jurisdictions, the Company will be exposed to risks arising from fluctuations in currency exchange rates. These fluctuations can significantly affect the value of the Company's foreign investments or the cost of repatriating profits from abroad.

Digital Assets: While digital assets like Bitcoin or Ethereum are often viewed as a potential hedge against fiat currency fluctuations, they are not immune to volatility. For example, the value of digital assets could fluctuate against local currencies, especially in emerging markets with unstable currencies. Moreover, the Company may face challenges in converting digital assets into local currency or in dealing with cross-border transactions that involve exchange rate risks.
Hard Commodities: Commodities are typically priced in U.S. dollars, and fluctuations in the exchange rate between the Canadian dollar and the U.S. dollar could impact the cost of acquiring or selling hard commodities in foreign markets.
Resource Sector: Investments denominated in foreign currencies expose the Company to

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exchange rate volatility. This can impact both the valuation of assets and the returns when converting proceeds back to the Company's base currency.

Fluctuating currency values can lead to translation risk on financial statements and transaction risk at the time of conversion. While hedging strategies can mitigate some of these risks, they may not fully offset losses and can introduce additional costs and complexity.

3. Political and Geopolitical Risks

Investing in foreign markets, especially in jurisdictions with less political stability, exposes the Company to political and geopolitical risks. These risks can range from changes in government, civil unrest, expropriation, to shifts in international trade relations.

Digital Assets: Political decisions, such as government crackdowns on cryptocurrencies or changes in monetary policy, can influence the value and accessibility of digital assets. For example, certain countries have imposed outright bans on cryptocurrencies (e.g., China), which could directly impact the liquidity and value of the Company's investments in digital assets in those markets. Additionally, geopolitical tensions (e.g., between the U.S. and China) could lead to changes in the regulation of digital assets, affecting market access and investor sentiment.
Hard Commodities: Hard commodities, particularly mining and extraction-based investments, are heavily influenced by local political conditions.¹⁶ For example, changes in a foreign government's policies regarding resource extraction, land ownership, environmental protection, or trade agreements could impact the ability of Investee companies to extract and sell commodities, impacting the Company's investment.
Resource Sector: Changes in government, civil unrest, or policy shifts can disrupt operations, affect regulatory frameworks, and sometimes lead to expropriation of assets in foreign jurisdictions. In certain jurisdictions, there is a risk that governments may nationalize or otherwise take control of resource assets without adequate compensation. Additionally, community opposition and activist pressures may also lead to operational disruptions or stricter regulatory requirements. While the Company would conduct ample research and seek advice from local experts on these risks prior to acquiring resource assets or investing in investee companies with resources assets in any particular foreign jurisdiction, there is no guarantee such risks could be avoided.

4. Tax Implications

Foreign investments can introduce complexities in terms of tax obligations and compliance, especially when dealing with investments in digital assets, hard commodities or resource assets that involve multiple jurisdictions.

Digital Assets: Different countries have varying tax treatments for digital assets. Some countries tax cryptocurrencies as property or as capital gains, while others have more favorable tax treatment or no taxation on digital asset transactions. The Company may be required to pay taxes on digital asset holdings or transactions in both the jurisdiction where the asset is held and

¹⁶ Fitch Ratings, Geopolitics and Politics Re-Emerge as Top Risks for Commodities in 2024, February 5, 2024 .

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in Canada, potentially leading to double taxation unless mitigated by tax treaties.

Hard Commodities: The extraction, trading, and sale of hard commodities are subject to complex tax regimes that vary by jurisdiction. A country may impose significant taxes on resource extraction, export duties, or royalties, which could impact the Company's profitability. In some cases, the Company may be subject to withholding taxes on foreign income generated from commodity sales.
Resource Sector: If it chooses to invest in foreign resource companies, the Company will need to navigate various tax systems which may impose different corporate, withholding, and capital gains tax rates. Without effective tax treaties or careful planning, there's the risk of being taxed both in the foreign jurisdiction and in the Company's home country. Tax policies affecting the repatriation of dividends or sale proceeds can reduce net returns and complicate financial planning. Investments may trigger local tax obligations if the operations create a "permanent establishment" or if transfer pricing rules are not carefully managed.

Foreign operations can offer significant opportunities for an investment issuer focusing on digital assets and hard commodities, such as access to emerging markets, diversification of investments, and exposure to global demand trends. However, these operations also come with risks, including regulatory uncertainty, geopolitical risks, currency fluctuations, tax complexities, and operational challenges. To manage these risks, before making any decision to invest in a foreign jurisdiction, the Company intends to carefully assess the legal, financial, and operational implications, and determine how it could ensure compliance with local regulations, mitigate potential risks and maintain flexible strategies to respond to changes in foreign markets.

See disclosure under the heading "Risk Factors – Risks Related to the Company's Business - Operations in Emerging Markets" for additional information on the risks associated with investing in foreign jurisdictions.

Safeguarding Digital Assets

1. Third-Party Custodians

Identity and Location of Third-Party Custodians: The Company securely holds its digital assets with Coinsquare Capital Markets Ltd. ("Coinsquare"), a crypto asset trading platform with a registered office at 400-590 King Street West, Toronto, Ontario. Coinsquare is a subsidiary of Coinsquare Ltd. Coinsquare is a CSA-regulated, audited, and publicly traded Canadian cryptocurrency exchange. All trading activities involving these digital assets are conducted exclusively on Coinsquare and transactions are denominated solely in Canadian dollars, ensuring compliance with regulatory standards and maintaining transparency and security for stakeholders.
Identity and Location of Sub-Custodians: Coinsquare holds all clients' assets in trust with the following 3 sub-custodians$^{17}$:

(i) Coinbase Custody$^{18}$ - Coinbase Custody ("Coinbase"), located at 200 Park Avenue South,

$^{17}$ Coinsquare, Regulation

$^{18}$ SEDAR+, Sol Strategies Inc. (formerly known as Cypherpunk Holdings Inc.) - Management Discussion and Analysis

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Suite 1208, New York, NY 10003, is regulated by the New York Department of Financial Services (NYDFS) and operates as an independently capitalized entity. Coinbase is a fiduciary under § 100 of the New York Banking Law and is licensed to custody its clients' digital assets in trust on their behalf. As a New York state-chartered trust, Coinbase is held to the same fiduciary standards as national banks and is a qualified custodian for purposes of § 206(4)-2(d)(6) of the Advisers Act, commonly called the custody role.

(ii) Tetra Trust Company¹⁹ – Tetra Trust Company (“Tetra”) is a trust corporation, incorporated by Letters Patent under the Loan and Trust Corporations Act (Alberta) and licensed to custody digital assets. The head office and registered office of Tetra Trust is located at 425 – 441 5th Avenue SW, Calgary, AB T2P 2V1. Tetra Trust operates as a regulated digital asset custodian that provides a secure, accessible, and reliable custody solution for institutions partnering with Ledger Enterprise Solutions (a global leader in digital asset custody). The company received its letters patent on February 25, 2020 authorizing the formation of a trust company to be registered under the Loan and Trust Corporations Act (Alberta) and its certificate of registration to conduct business on July 3, 2021.

(iii) BitGo Trust Company²⁰ – BitGo is an arm’s length digital asset trust company that provides institutional digital asset custody services. BitGo is a Delaware corporation with headquarters at 2443 Ash Street, Palo Alto, California, 94306, United States. BitGo provides both hot wallet access and cold storage. For hot wallet access, BitGo uses “leading institutional grade, multi-signature wallets” which comply with SOC 2 Type 2 certification and are protected by third-party key recovery service insurance. BitGo’s cold storage is performed by BitGo Trust Company, which is a chartered trust company in South Dakota (and in New York for New York clients only). BitGo Trust Company is also a “qualified custodian”, meaning it is a regulated entity that has a fiduciary duty to its clients and meets rigorous regulatory standards and audits that help protect client funds against loss, theft, or misuse.

Services Provided to the Company by Custodians: All trading activities involving the Company’s digital assets are conducted exclusively by Coinsquare. Coinsquare holds custody of all of the Company’s digital assets.
Regulatory Frameworks Applicable to Custodians: As of October 2022, Coinsquare has been registered as a dealer in the category of investment dealer across all provinces and territories across Canada. As a member of the CIRO, Coinsquare must comply with all applicable laws and with the by-laws, rules, regulations and policies of CIRO.²¹

As a registered money services business under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”), Coinsquare is governed by the applicable laws under the PCMLTFA.²² Coinsquare must comply with all applicable securities laws, including but not

for nine months ended June 30, 2024, August 29, 2024, page 7
¹⁹ SEDAR+, WonderFi Technologies Inc. - Management information circular, May 12, 2023, page 607
²⁰ SEDAR+, Anonymous Intelligence Company Inc. - CSE Form 2A Listing Statement, May 12, 2023, page 21
²¹ Ontario Securities Commission, Decision: In the Matter of Coinsquare Capital Markets Ltd., October 11, 2024 , page 23
²² Ontario Securities Commission, Decision: In the Matter of Coinsquare Capital Markets Ltd., October 11, 2024

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limited to, the regulatory framework applicable to crypto asset trading platforms set out in Canadian Securities Administrators (CSA) Staff Notice 21-327 Guidance on the Application of Securities Legislation to Entities Facilitating the Trading of Crypto Assets and Joint CSA/Investment Industry Regulatory Organization of Canada Staff Notice 21-329 Guidance for Crypto-Asset Trading Platforms: Compliance with Regulatory Requirements.²³ Coinsquare constitutes and is regulated as an alternative trading system in all jurisdictions except British Columbia, Saskatchewan, Nova Scotia and New Brunswick where it constitutes an exchange and is regulated as an exempt exchange.²⁴

Custodian’s Operations Impact on Unqualified Audit Opinion: The Company is not aware of anything with regards to Coinsquare’s operations that would adversely affect the Company’s ability to obtain an unqualified audit opinion on its audited financial statements.
Related Party: Coinsquare is not a related party of the Company.
Quantity of the Issuer’s Crypto Assets Held by the Custodian: Coinsquare currently holds 100% of the Company’s digital asset holdings. Coinsquare holds all client assets in trust with sub-custodians Coinbase, BitGo and Tetra (collectively, the “Sub-Custodians”).²⁵
Insurance, Loss and Theft: Coinsquare holds all client assets in trust with Sub-Custodians who have a combined US$580 million in insurance.²⁶ Coinbase currently maintains $320 million in specie coverage for crypto assets, including the digital assets owned by clients of Coinsquare, held in Coinbase’s cold storage system.²⁷ This covers losses of assets held by Coinbase Custody on behalf of its customers due to third party hacks, copying or theft of private keys, insider theft, or dishonest acts by the Coinbase Custody’s employees or executives and loss of keys.²⁸ Tetra’s security technology provider currently maintains $150 million in specie coverage for crypto assets, including the crypto assets owned by clients of the Coinsquare, held in Tetra’s cold storage system.²⁹ Tetra also maintains a $2 million dedicated limit to Coinsquare of in specie coverage for crypto assets owned by clients of Coinsquare. BitGo maintains a US$250M insurance policy on digital assets where BitGo Trust Company maintains all of the keys.³⁰ Additionally, Coinsquare maintains Vault Risk insurance beyond those of its custodians that covers risks related to the cold storage of its clients’ crypto assets. As a CIRO member firm, the cash held in Coinsquare’s client accounts is insured against insolvency by the Canadian Investor Protection Fund (CIPF). If Coinsquare becomes insolvent, CIPF will cover any shortfall of cash held in client accounts up to $1 million per account.³¹

, page 5

²³ Ontario Securities Commission, Decision: In the Matter of Coinsquare Capital Markets Ltd., October 11, 2024 , page 1

²⁴ Ontario Securities Commission, Decision: In the Matter of Coinsquare Capital Markets Ltd., October 12, 2022 page 4

²⁵ Coinsquare, Regulation

²⁶ Coinsquare, Regulation

²⁷ Ontario Securities Commission, Decision: In the Matter of Coinsquare Capital Markets Ltd., October 11, 2024 , page 10

²⁸ SEDAR+, Anonymous Intelligence Company Inc. - CSE Form 2A Listing Statement, May 12, 2023, page 10

²⁹ Ontario Securities Commission, Decision: In the Matter of Coinsquare Capital Markets Ltd., October 12, 2022 , page 10

³⁰ BitGo, Digital Asset Insurance Policies

³¹ Coinsquare, Regulation

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Notably, CIPF coverage does not extend to the crypto asset holdings of Coinsquare’s clients.³² Furthermore, the insurance policies obtained by Coinsquare and its Sub-Custodians may not be sufficient to cover all of the potential losses that may be incurred by Coinsquare or its Sub-Custodians clients, and any losses of digital assets held in custody may only be covered partially by existing insurance.³³ See disclosure under the heading “Risk Factors – Risks Relating to Investments in Digital Assets - Risks related to Insurance” for additional information on the insurance coverage of digital assets.

Coinsquare stores over 97.5% of its digital assets in cold storages dispersed across multiple locations.³⁴ Access to said cold storage and Coinsquare’s servers is strictly controlled, with strong encryption and hardware key devices following the industry’s best practices.³⁵ These private keys are also recoverable through a strict disaster recovery plan.³⁶ Coinsquare does not rely on a single individual to protect the safety of their clients’ assets.³⁷ Withdrawals are also manually confirmed by Coinsquare staff, who, on both a pre and post trade basis, monitor the platform and their clients to identify (and report) suspicious activities.³⁸ Coinsquare maintains a reserve ratio of no less than 110% of client assets over its liabilities, at all times.³⁹ Therefore, in the event that all of Coinsquare’s clients withdraw their crypto assets and cash from the platform simultaneously, Coinsquare has a cushion of at least 10% more than the minimum amount required to meet all customer withdrawals. The company also conducts internal financial audits, and is subject to external independent third-party audits. Coinsquare has banking relationships with a number of Schedule 1 Canadian banks, including one of the Big Five.⁴⁰ The third-party insurance obtained by Coinsquare also includes coverage for the crypto assets held by Coinsquare through the Sub-Custodians in cold storage in the event of loss or theft in accordance with the terms of the insurance policy in question.⁴¹ See disclosure under the heading “Risk Factors – Risks Relating to Investments in Digital Assets - Cryptocurrency loss, theft or restriction on access” for additional information on the loss, theft or access of crypto assets.

Notwithstanding Coinsquare’s robust security measures and insurance coverage, transfers of digital assets made via the Coinsquare platform may be irreversible.⁴² An improper transfer (whereby a

³² Ontario Securities Commission, Decision: In the Matter of Coinsquare Capital Markets Ltd., October 11, 2024 , page 6
³³ Coinsquare, Risk Statement,
³⁴ Coinsquare, Coinsquare’s Approach to Security and Regulations In Canada, August 8, 2019,
³⁵ Coinsquare, Coinsquare’s Approach to Security and Regulations In Canada, August 8, 2019,
³⁶ Coinsquare, Coinsquare’s Approach to Security and Regulations In Canada, August 8, 2019,
³⁷ Coinsquare, Coinsquare’s Approach to Security and Regulations In Canada, August 8, 2019,
³⁸ Coinsquare, Coinsquare’s Approach to Security and Regulations In Canada, August 8, 2019,
³⁹ Coinsquare, Coinsquare’s Approach to Security and Regulations In Canada, August 8, 2019,
⁴⁰ Coinsquare, Coinsquare’s Approach to Security and Regulations In Canada, August 8, 2019,
⁴¹ Ontario Securities Commission, Decision: In the Matter of Coinsquare Capital Markets Ltd., October 12, 2022 , page 11
⁴² Coinsquare, Risk Statement,

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digital asset is accidentally sent to the wrong recipient), whether accidental or resulting from theft or unauthorized access, can only be undone by the receiver of the digital asset agreeing to send the digital asset back to the original sender in separate, subsequent transaction.⁴³ If the access credentials of the Company are taken over by another party (with or without the Company's permission) and transfers are made, the Company may be unable to recover the digital assets held on the platform.⁴⁴ See disclosure under the heading “Risk Factors – Risks Relating to Investments in Digital Assets - Irrevocability of Digital Asset Transactions” for additional information on the irreversibility of digital assets.

Known Breaches: There are no known security breaches or other similar incidents involving the custodian as a result of which crypto assets have been lost or stolen. On November 22, 2022, Coinsquare suffered a data breach, which resulted in the unauthorized release of customer names, email addresses, residential addresses, phone numbers, dates of birth, device IDs, public wallet addresses, transaction history, and account balances. During this incident, no crypto assets were lost or stolen.⁴⁵
Insolvency or Bankruptcy: In the event of an insolvency or bankruptcy of Coinsquare, the Bankruptcy and Insolvency Act, R.S.C. (Canada) 1985, c. B-3 (the “BIA”), or Companies’ Creditors Arrangement Act, R.S.C. (Canada) 1985, c. C-36 (the “CCAA”), will apply as required. Client assets are securely stored 1 to 1 in cold storage with approved custodians, kept separate from operational funds, and never utilized for lending purposes.⁴⁶ If Coinsquare becomes insolvent, CIPF will cover any shortfall of cash held in client accounts up to C$1 million per account. CIPF coverage does not extend to crypto assets held on behalf of Coinsquare’s clients. See disclosure under the heading “Safeguarding Digital Assets – Insurance Coverage” and “Risk Factors – Risks Relating to Investments in Digital Assets - Risks related to Insurance” for additional information on the insurance coverage of digital assets.

(i) For Coinbase Custody and BitGo operating in the United States, the United States Bankruptcy Code (U.S.C. Title 11) and Federal Rules of Bankruptcy Procedure, subject to certain exemptions under the applicable State laws will apply.
(ii) For Tetra Trust operating in Canada, the BIA and CCAA will apply as required.

The bankruptcy regime governing the administration and distribution of bankruptcy estates involving crypto assets is an evolving area of law and may be subject to change. In the event of an insolvency or bankruptcy of Coinsquare, the insurance obtained by Coinsquare and its Sub-Custodians will be used to satisfy the claims of Coinsquare’s clients. In the event that the crypto assets owned by Coinsquare’s clients exceeds the coverage limits of these insurance policies, crypto assets owned by Coinsquare’s clients may become property of Coinsquare’s bankruptcy estate and Coinsquare’s clients may be deemed as unsecured creditors without priority under section 136 of the BIA and rank “pari passu” with other creditors in the distribution scheme. See “Risk Factors - Risks Relating to Investments in Digital Assets – Failure of cryptocurrency exchanges” for additional information on the potential consequences

⁴³ Coinsquare, Risk Statement,
⁴⁴ Coinsquare, Risk Statement,
⁴⁵ Frederick Munawa, CoinDesk, Major Canadian Crypto Exchange Coinsquare Says Client Data Breached, November 28, 2022
⁴⁶ Coinsquare, Regulation

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of the insolvency or bankruptcy of crypto asset trading platforms.

Due Diligence: The Company has reviewed the Coinsquare website generally, including publicly available Terms of Service and security features. The Company will continue to monitor the status of Coinsquare online.

2. Regular Security Audits and Vulnerability Assessments

The Company's digital assets are securely held with Coinsquare, a CSA-regulated and audited Canadian crypto exchange. This partnership simplifies regular security audits and vulnerability assessments, as Coinsquare's comprehensive systems are already subject to stringent oversight and compliance standards. Independent third-party cybersecurity experts will review the findings from Coinsquare's audits, with the objective of addressing potential vulnerabilities are addressed promptly and effectively. This approach ensures streamlined and thorough security management for the Company's digital assets and ensures a smooth annual audit process.

3. Secure Transaction Practices

All transactions involving the purchase and holding of digital assets will be conducted through secure channels, utilizing encryption technologies to ensure confidentiality and integrity. The Company will implement two-factor authentication (2FA) and other access controls for all systems involved in processing transactions to prevent unauthorized access.

4. Compliance with Regulatory Requirements

The Company is committed to maintaining full compliance with applicable anti-money laundering (AML) and know-your-customer (KYC) regulations, as well as any other legal requirements related to digital asset security. This compliance will include the use of secure identity verification methods and regular monitoring of digital asset transactions to prevent illicit activities.

5. Partnering with Trusted Custodians, Exchanges and Service Providers

The Company will engage with reputable third-party custodians, exchanges, and service providers who specialize in securing digital assets. These partners will be carefully selected based on their track record in the industry, the security protocols they employ, and their adherence to regulatory standards. The Company will periodically review the security practices of its service providers to ensure they continue to meet the highest standards of protection.

6. Employee Training and Access Control

The Company will ensure that its personnel who have access to digital assets or private keys are thoroughly trained in cybersecurity protocols and best practices. Access to sensitive systems and data will be strictly controlled, with role-based access limitations in place to minimize the risk of unauthorized access. The Company will also implement an internal policy of least privilege, ensuring that employees only have access to the information necessary for their specific roles.

7. Emergency Response and Incident Management

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In the event of a security breach or incident, the Company has established an emergency response plan that includes immediate actions to contain the threat, secure affected assets, and notify relevant authorities. The Company will also have a disaster recovery plan in place to recover assets in the event of a significant loss or technical failure.

By implementing these rigorous security measures, the Company aims to mitigate the risks associated with holding and managing digital assets, ensuring the safety and integrity of investor capital. These protocols are designed to meet the highest industry standards, provide transparency, and offer assurance to shareholders that the Company's digital assets are being securely managed in accordance with best practices.

Lending

The Company does not expect to engage in any lending activities.

Bankruptcy and Similar Procedures

There are no bankruptcies, receivership or similar proceedings against the Company, nor is the Company aware of any such pending or threatened proceedings. There has not been any voluntary bankruptcy, receivership or similar proceeding, by the Company during its last three financial years

Reorganizations

Other than as described below, the Company has not completed any material reorganization and no reorganization is proposed for the current financial year.

On September 29, 2021, the Company completed a reverse transaction ("RTO") with The BC Bud Holdings Corp. ("BC Bud"). The shareholders of BC Bud received common shares of the Company on the basis of 2.1 common shares for each BC Bud share held immediately before the RTO. Upon completion of the RTO, the shareholders of BC Bud obtained control of the consolidated entity. Accordingly, BC Bud was identified as the acquirer for accounting purposes, and the consolidated entity is considered to be a continuation of BC Bud, with the net assets of Entheos Capital Corp. at the date of the RTO deemed to have been acquired by BC Bud.

THE INVESTMENT POLICY AND INVESTMENT COMMITTEE

Investment Policy

The Company has adopted the Investment Policy to govern its investment activities and investment strategy. All new investments will be made in accordance with the Company's Investment Policy, a copy of which is attached as Schedule "A" of this Listing Statement.

Current Members of the Investment Committee

The Company has established an Investment Committee to oversee the identification, review and implementation of investments. The Investment Committee is comprised of the following individuals:

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Ken Osborne

For Ken Osborne’s full biography, see the description under heading “Directors and Officers – Director and Officer Biographies” of this Listing Statement.

Alyssa Barry

For Alyssa Barry’s full biography, see the description under heading “Directors and Officers – Director and Officer Biographies” of this Listing Statement.

USE OF AVAILABLE FUNDS

Available Funds

The Company is not raising any funds in conjunction with the filing of this Listing Statement. Accordingly, there are no proceeds. During the next 12 months, the Company intends to raise additional funds through equity financing(s). The Company intends to use funds raised from future equity financings for investments in accordance with the Investment Policy as well as for general working capital purposes.

The Company’s estimated working capital as at February 28, 2025, being the most recent month end prior to the date of this Listing Statement, was $1,945,817, which includes net proceeds of $1,627,099 after deducting finders fees of $21,912 from the Company’s recently completed 2025 Unit Financing.

Source of funds	Amount
Estimated working capital as at February 28, 2025	$1,945,817
Goldon Investment	($250,000)
SRKK Investment	($11,000)
Estimated Change of Business transaction costs	($120,000)(1)
Total funds available	$1,564,817

Notes:

(1) Composed of $90,000 legal fees, $20,000 accounting/audit fees, and $10,000 in remaining CSE Fees.

Principal Purposes

The following table sets out how the Company expects to use the funds available to it for the 12-month period after the completion of the Change of Business:

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Principal Purpose for the Use of Funds Available	Amount
Total funds available	$1,564,817
Professional fees	$280,000 (1)
General and Administrative Expenses	$326,780 (2)
Unallocated Working Capital	$958,037 (3)
Total	$1,564,817

Notes:
(1) Comprised of legal fees ($180,000), audit/accounting fees ($90,000), and taxes ($10,000).
(2) Comprised of management fees ($300,000), CSE fees ($10,500), computer and office expenses ($5,400), SEDAR+ fees ($2,000), expenses related the Company’s annual general meeting ($2,000), license fees ($2,500), and newsfile expenses ($4,380).
(3) New investments will be made in a manner consistent with the Company’s Investment Policy.

As indicated in the table above, the Company expects to have approximately $958,037 in unallocated available funds to acquire additional investments. Beyond that, if the Company requires additional capital, the Company will obtain such capital either from the divestiture of existing Investments or from the sale of its own securities. There can be no assurance that the Company will be successful in raising additional capital. For more information, please refer to the heading “Risk Factors” of this Listing Statement.

Business Objectives and Milestones

The Company is a publicly traded investment company whose primary objective is to maximize shareholder value by investing its funds for purposes of generating returns from capital appreciation and investment income. Over the next 12-month period, in order to meet the Company’s primary objective, the Company will continue to monitor its current investment portfolio and evaluate whether the Company’s Investments should continue to be held in whole or in part, or expanded, or divested of. Additionally, management will continue to source and identify potential investment opportunities that are in the Target Areas and within the parameters of the Investment Policy to present to the Investment Committee. The Company will make investment decisions in accordance with its Investment Policy, with the ultimate goal of maximizing shareholder value. To review a copy of the Investment Policy, please refer to Schedule “A” of this Listing Statement.

The Company does not have any additional investments identified as of the date of this Listing Statement, and as such (i) the number and dollar amount of future investments is uncertain, and (ii) there is no assurance the Company will be successful in identifying any additional investments in the next 12 months.

Notwithstanding the above, the Company will seek to invest at least 60% of its available capital resources in digital or physical non-fiat assets or Investee Entities, in accordance with the Investment Policy, at all times (subject to a reasonable period of time following each raising of additional capital). In the event it fails to meet this requirement for a period of 180 days or more, it will forthwith call a

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meeting of its shareholders for the purpose of seeking majority of the minority approval (excluding management and insiders) to one of (i) continue to seek investment opportunities in accordance with the Investment Policy, or (ii) discontinue its operations as an investment company and seek alternative opportunities, or (iii) liquidate and discontinue all operations and return the proceeds therefrom to the minority shareholders as a return of capital or cash dividend.

DIVIDENDS OR DISTRIBUTIONS

The Company has not declared nor paid any dividends on its Shares over the last completed financial year. Subject to restrictions in the BCBCA relating to solvency, there are no restrictions in the Company's articles or elsewhere which would prevent the Company from paying dividends. The Company does not anticipate the declaration of dividends to Shareholders during its initial stages and plans to reinvest any profits from its investments to further the growth and development of the Company's investment portfolio. As part of the Company's overall objective of maximizing returns on its investments, it will seek to maximize value to its shareholders. As such the declaration and payment of dividends to shareholders will become a priority once Company has achieved steady or continuous cash flow from its investments.

Any decisions to pay dividends in cash or otherwise in the future will be made at the discretion of the Board. No assurance in relation to the payment of dividends can be given by the Company.

SELECTED CONSOLIDATED FINANCIAL INFORMATION

Annual Information

The following table sets forth selected financial information for the Company for the fiscal years ended February 29, 2024 and February 28, 2023, and the nine months ended November 30, 2024. Such information is derived from the financial statements of the Company and should be read in conjunction with such financial statements which are attached as Schedule "E" hereto.

	Nine Months Ended November 30, 2024 (Unaudited)($)	Year Ended February 29, 2024 (Audited)($)	Year Ended February 28, 2023 (Audited)($)
Revenue	66,299	61,482	269,239
Income (Loss)	(556,406)	(1,224,056)	(1,413,817)
Loss per Share	(0.01)	(0.02)	(0.03)
Current Assets	887,688	632,066	1,270,803
Total Assets	911,414	632,066	1,270,803
Current Liabilities	499,469	626,005	328,176
Shareholders’ Equity	411,945	632,066	1,270,803

$^{} p < 0.1$ $^{*} p < 0.05$

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Quarterly Information

The results for each of the eight most recently completed quarters ending at the end of the most recently completed financial year, namely February 29, 2024, are summarized below:

	Three Months Ended May 31, 2022 (Unaudited)($)	Six Months Ended Aug 31, 2022 (Unaudited)($)	Nine Months Ended Nov 30, 2022 (Unaudited)($)	Year Ended February 28, 2023 (Audited)($)
Revenue	324,837	620,084	781,812	269,239
Net Income (loss)	(506,160)	(720,388)	(894,363)	(1,413,817)
Basic and Diluted Income (loss) per Share	(0.01)	(0.02)	(0.02)	(0.03)

	Three Months Ended May 31, 2023 (Unaudited)($)	Six Months Ended Aug 31, 2023 (Unaudited)($)	Nine Months Ended Nov 30, 2023 (Unaudited)($)	Year Ended February 29, 2024 (Audited)($)
Revenue	197,579	459,792	53,175	61,482
Net Income (loss)	(149,698)	(342,260)	(697,382)	(1,224,056)
Basic and Diluted Income (loss) per Share	(0.00)	(0.01)	(0.01)	(0.02)

MANAGEMENT'S DISCUSSION AND ANALYSIS

Please refer to Schedule "F" for the Company's MD&A pertaining to its February 29, 2024 annual financial statements and its November 30, 2024 interim financial statements.

DESCRIPTION OF THE COMPANY'S SECURITIES

The Company's authorized capital consists of an unlimited number of Common Shares and an unlimited number of Preferred Shares.

Common Shares

The Company is authorized to issue an unlimited number of Shares, of which 132,622,795 are issued and outstanding as of the date of this Listing Statement as fully paid and non-assessable.

All of the Shares rank equally as to voting rights and the entitlement to dividends. Holders of Shares are entitled to receive notice of, and to attend and vote at, all meetings of the Shareholders of the Company

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and to receive all notices and other documents required to be sent to holders of Shares in accordance with the Company's articles, corporate law and any applicable stock exchange. Every Shareholder is entitled to one vote for each Share held.

Subject to the rights of the Preferred Share holders, distribution in the form of dividends, if any, will be set by the Board. The Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking fund or purchase fund provisions. Subject to the BCBCA and the rights of the Shareholders, the Board is authorized to issue additional Shares on such terms and conditions and for such consideration as the Board may deem appropriate without further securityholder action.

Each Share is entitled to share pro rata in any profits of the Company to the extent they are distributed either through the declaration of dividends or otherwise distributed to shareholders, or on a winding up or liquidation, subject to the rights of the Preferred Share holders.

Preferred Shares

Holders of Preferred Shares do not have any voting rights and are not entitled to receive notice of or attend any Shareholder meetings of the Company, except meetings at which holders of such Preferred Shares are, in accordance with provisions of the BCBCA, entitled to vote.

Preferred Share holders are entitled, in preference and priority to any payment of dividends on the Common Shares, to cumulative dividends at a rate of 12% of the paid up capital of the Preferred Shares.

The Preferred Shares do not carry any pre-emptive, subscription or redemption rights, nor do they contain any sinking fund or purchase fund provisions. Each Preferred Share is convertible, at the option of the holder, at any time into fully paid and non-assessable Common Shares on the basis of one Common Share for one Preferred Share. The Preferred Shares will automatically convert into fully paid and non-assessable Common Shares at a conversion price of $0.25 per share on the date the Common Shares trade on the TSX Venture Exchange, or if the Common Shares cease to trade on the TSX Venture Exchange, on such other designated stock exchange on which the Common Shares may trade from time to time at a price of not less than $0.50 for 20 consecutive trading days.

Subject to the BCBCA and the rights of the Preferred Share holders, the Board is authorized to issue additional Preferred Shares on such terms and conditions and for such consideration as the Board may deem appropriate without further securityholder action.

In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Shares, in preference and priority to the holders of the Common Shares, shall be entitled to receive for each Preferred Share, the amount paid-up thereon together with any declared but unpaid dividends to which the Preferred Share holder is entitled.

CONSOLIDATED CAPITALIZATION

The following tables sets out the consolidated capitalization of the Company as at November 30, 2024,

and as of the date of this Listing Statement. This table must be read in conjunction with the interim financial statements for the nine-month period ended November 30, 2024, and the accompanying notes and the management's discussion and analysis incorporated by reference in this Listing Statement.

Description of Security	Number Authorized to be Issued	Amount Outstanding as at November 30, 2024 (unaudited)	Amount Outstanding as of the date of this Listing Statement
Shares	Unlimited	105,910,982	132,622,795 (1)
Preferred Shares	Unlimited	Nil	Nil
Warrants	Unlimited	51,446,667 (2)	68,708,480 (3)
Options	10% of Shares	950,000 (4)	9,950,000 (5)
Finder Warrants	Unlimited	Nil	292,160 (6)

Notes:

(1) 4,725,000 Shares were issued in connection with the exercise of outstanding Warrants; 8,417,332 Shares were issued in connection with the first tranche of the 2025 Unit Financing; 6,816,998 Shares were issued in connection with the second tranche of the 2025 Unit Financing; and 6,752,483 Shares were issued in connection with the third tranche of the 2025 Unit Financing.

(2) 6,800,000 Warrants are exercisable into Shares at a price of $0.15 until February 2, 2026; 700,000 Warrants are exercisable into Shares at a price of $0.15 until August 4, 2026; 1,946,667 Warrants are exercisable into Shares at a price of $0.15 until August 25, 2026; 17,000,000 Warrants are exercisable into Shares at a price of $0.05 until April 12, 2026; and 25,000,000 Warrants are exercisable into Shares at a price of $0.10 until November 20, 2026.

(3) 6,800,000 Warrants are exercisable into Shares at a price of $0.15 until February 2, 2026; 12,275,000 Warrants are exercisable into Shares at a price of $0.05 until April 12, 2026; 700,000 Warrants are exercisable into Shares at a price of $0.15 until August 4, 2026; 1,946,667 Warrants are exercisable into Shares at a price of $0.15 until August 25, 2026; 25,000,000 Warrants are exercisable into Shares at a price of $0.10 until November 20, 2026; 8,417,332 Warrants are exercisable into Shares at a price of $0.15 until January 17, 2027; 6,816,998 Warrants are exercisable into Shares at a price of $0.15 until January 24, 2027; and 6,752,483 Warrants are exercisable into Shares at a price of $0.15 until January 29, 2027.

(4) 250,000 Options are exercisable into Shares at a price of $0.20 per Share until December 14, 2026; and 700,000 Options are exercisable into Shares at a price of $0.10 per Share until February 3, 2028.

(5) 250,000 Options are exercisable into Shares at a price of $0.20 per Share until December 14, 2026; 700,000 Options are exercisable into Shares at a price of $0.10 per Share until February 3, 2028; 1,000,000 Options are exercisable into Shares at a price of $0.12 per Share until January 31, 2027; and 8,000,000 Options are exercisable into Shares at a price of $0.12 per Share until January 22, 2027.

(6) 292,160 Finder Warrants are exercisable into one Finder Unit at a price of $0.075 until January 29, 2027, with each Finder Unit comprised of one Share and one Warrant. Each Warrant entitles the holder to acquire an additional Share at a price of $0.15 per share for a

period of 24 months

SHARE-BASED COMPENSATION ARRANGEMENTS

Omnibus Incentive Plan

On October 29, 2024, the Shareholders of the Company approved the Omnibus Incentive Plan.

The Omnibus Incentive Plan is considered to be an “evergreen” plan, since the Shares covered by Awards which have been exercised or terminated will be available for subsequent grants under the Omnibus Incentive Plan and the number of Awards available to grant increases as the number of issued and outstanding Shares increases. Pursuant to CSE Policy 6 – Distributions and Corporate Finance, the Company must obtain security holder approval within the first three years of instituting an evergreen plan, and within every three years thereafter, in order to continue to grant Awards. Security holders must pass a resolution specifically approving unallocated entitlements under the evergreen plan. Security holder approval relating to other types of amendments to an evergreen plan must not be accepted as implicit approval to continue granting Awards under an evergreen plan. In addition, the resolution should include the next date by which the Company must seek security holder approval, such date being no later than three years from the date such resolution was approved. If security holder approval is not obtained within three years of either the institution of an evergreen plan or subsequent approval, as the case may be, all unallocated entitlements must be cancelled and the Company will not be permitted to grant further entitlements under the evergreen plan, until such time as security holder approval is obtained. However, all allocated Awards under an evergreen plan, such as Options that have been granted but not yet exercised, can continue unaffected. If security holders fail to approve the resolution for the renewal of a plan, the Company must forthwith stop granting Awards under such plan, even if such renewal approval was sought prior to the end of the three-year period. The Company obtained security holder approval of the Omnibus Incentive Plan on October 29, 2024, and will further seek to obtain security holder approval of the Omnibus Incentive Plan within three years of that date, and within three years of any subsequent approval.

Set out below is a summary of the materials terms of the Omnibus Incentive Plan, which summary is qualified in its entirety by the full terms of the Omnibus Incentive Plan, a copy of which is available under the Company's profile on SEDAR+ at www.sedarplus.ca. Any capitalized terms used in this summary, but not otherwise defined, shall have the meanings ascribed thereto in the Omnibus Incentive Plan. The Omnibus Incentive Plan provides for the grant of Options, RSUs, PSUs and DSUs. The purpose of the Omnibus Incentive Plan is:

(a) to increase the interest in the Company's welfare of those Eligible Participants, who share responsibility for the management, growth and protection of the business of the Company or a Subsidiary;

(b) to provide an incentive to such Eligible Participants to continue their services for the Company or a Subsidiary and to encourage such Eligible Participants whose skills, performance and loyalty to the objectives and interests of the Company or a Subsidiary are necessary or essential to its success, image, reputation or activities;

45 -

or a Subsidiary; and

(d) to provide a means through which the Company or a Subsidiary may attract and retain able Persons to enter its employment or service.

Plan Administration

The Omnibus Incentive Plan shall be administered and interpreted by the Board or, if the Board by resolution so decides, by a committee or plan administrator appointed by the Board.

Shares Available for Awards

Subject to adjustments as provided for under the Omnibus Incentive Plan, and as may be approved by the Stock Exchange and the shareholders of the Company from time to time, the maximum number of Shares reserved for issuance, in the aggregate, pursuant to the Omnibus Incentive Plan, and any other Share Compensation Arrangement that the Company may adopt in the future, shall be equal to 10% of the issued and outstanding Shares on a non-diluted basis from time to time.

Participation Limits

Subject to adjustments as provided for under the Omnibus Incentive Plan, and as may be approved by the Stock Exchange and the shareholders of the Company from time to time, the Omnibus Incentive Plan provides the following limitations on grant:

(1) The maximum number of Shares issuable pursuant to the Omnibus Incentive Plan shall not exceed 10% of the number of Shares that are issued and outstanding from time to time at the time of grant or issuance of any Award on a non-diluted basis ("Outstanding Issue").

(2) The maximum aggregate number of Shares reserved for issuance under Awards granted to Insiders (as a group), at any time, under the Omnibus Incentive Plan shall not exceed ten percent (10%) of the Outstanding Issue, unless the Company has obtained shareholder approval.

(3) The maximum number of Shares reserved for issuance under awards granted to Eligible Participants who are Insiders (as a group), within any 12-month period, under the Omnibus Incentive Plan shall not exceed ten percent (10%) of the Outstanding Issue, calculated at the date any Award is granted to any Insider, unless the Company has obtained shareholder approval.

(4) The maximum aggregate number of Awards granted to any one Person (and companies wholly owned by that Person) in any 12-month period shall not exceed 5% of the Outstanding Issue, calculated on the date any Award is granted to the Person, unless the Company has obtained the shareholder approval.

(5) The maximum aggregate number of Awards granted to any one Consultant in any 12-month period shall not exceed 2% of the Outstanding Issue, calculated at the date any Award is granted to the Consultant.

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(6) The maximum aggregate number of Options granted to all Persons retained to provide Investor Relations Activities shall not exceed 2% of the Outstanding Issue in any 12-month period, calculated at the date any Option is granted to such Person. No other form of Award other than Options may be granted to any Person retained to provide Investor Relations Activities.

(7) In the event that any Dividend Equivalent is awarded in respect of an Option, RSU, PSU, or DSU which would cause the number of Shares reserved for issuance under the Omnibus Incentive Plan to exceed ten percent (10%) of the Outstanding Issue or otherwise cause any of the limits in this section 2.5 not to be met, the Board shall be permitted to satisfy such Dividend Equivalent through the payment of a Cash Equivalent.

(8) The participation limits set forth above shall apply to any payout multiplier features determined in relation to the issuance or grant of any Option, RSU or PSU. In the event that any such multiplier feature would cause the number of Shares reserved for issuance under the Omnibus Incentive Plan to exceed ten percent (10%) of the Outstanding Issue or otherwise cause any of the limits not to be met, the Board shall be permitted to satisfy such obligation through the payment of a Cash Equivalent.

Eligible Participants

An Eligible Participant is any director, executive officer, employee or Consultant of the Company or any of its Subsidiaries.

Description Awards

Under the Omnibus Incentive Plan, the Board may issue Options, RSUs, PSUs and DSUs.

Options

Pursuant to the Company's Omnibus Incentive Plan, the Company may issue Options. Each Option entitles the Eligible Participant to acquire one Share from treasury at an exercise price and for a term the Board will determine at the time of grant. As of the date hereof, the Company has an aggregate of 9,950,000 Options issued and outstanding.

RSUs

Pursuant to the Company's Omnibus Incentive Plan, the Company may issue RSUs, being an award that is a bonus for services rendered, that, upon settlement, entitles the recipient Eligible Participant to acquire Shares as determined by the Board or to receive the Cash Equivalent (as defined in the Omnibus Incentive Plan) or a combination thereof, as the case may be, pursuant and subject to such restrictions and conditions as the Board will determine at the time of grant, unless such RSU expires prior to being settled. As of the date hereof the Company, the Company has Nil RSUs issued and outstanding.

PSUs

Pursuant to the Company's Omnibus Incentive Plan, the Company may issue PSUs, being an award that

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is a bonus for services rendered, that, upon settlement, entitles the recipient Eligible Participant to acquire Shares as determined by the Board or to receive the Cash Equivalent (as defined in the Omnibus Incentive Plan) or a combination thereof, as the case may be, pursuant and subject to such restrictions and conditions as the Board will determine at the time of grant, unless such PSU expires prior to being settled. As of the date hereof the Company, the Company has Nil PSUs issued and outstanding.

DSUs

Pursuant to the Company's Omnibus Incentive Plan, the Company may issue DSUs, being an award for services rendered, or for future services to be rendered, and that, upon settlement, entitles the recipient Eligible Participant to receive Shares (which may include Shares purchased in the secondary market by a Designated Broker (as defined in the Omnibus Incentive Plan)) as determined by the Board in its sole discretion, or to receive the Cash Equivalent (as defined in the Omnibus Incentive Plan) or a combination thereof, as the case may be, and is payable after termination of the Eligible Participant unless such DSU expires prior to being settled. As of the date hereof the Company, the Company has Nil DSUs issued and outstanding.

Pursuant to CSE Policy 6 – Distributions and Corporate Finance:

The exercise price of an Award granted under the Omnibus Incentive Plan shall not be lower than the greater of $0.05, and the closing market prices of the underlying securities on (a) the trading day prior to the date of grant of the Award; and (b) the date of grant of the Award.
The terms of an Award may not be amended once issued. If an Award is cancelled prior to its expiry date, the Company shall not grant new Awards to the same Person until 30 days have elapsed from the date of cancellation.
The Company will post a notice disclosing the terms and conditions of all Awards granted with the CSE and will post a notice of cancellation or exercise of any Award during any calendar month in its monthly progress report filings with the CSE.

Options

The following table sets out information regarding the Options as of the date of this Listing Statement.

Position	Number of Options	Exercise Price ($)	Expiry Date
Current and past executive officers (1 person)	1,000,000	$0.12	Jan 22, 2027
Current and past directors (4 persons)	250,000	$0.10	Feb 3, 2028
	2,000,000	$0.12	Jan 22, 2027
	200,000	$0.20	Dec 14, 2026

There are no RSUs, PSUs nor DSUs outstanding as of the date of this Listing Statement.

PRIOR SALES

The information regarding any securities of the Company purchased or sold by the Company during the 12 months prior to the date of this Listing Statement is set out below:

Date	Type of Security	Reason	Number	Price per Security/Exercise Price
January 31, 2025	Shares	Warrant Exercise	400,000	$0.05 per Share
January 29, 2025	Units^{(1)}	Private Placement	6,752,483	$0.075 per Unit
January 29, 2025	Finder Warrants^{(2)}	Private Placement	292,160	$0.075 per Finder Warrant
January 24, 2025	Shares	Warrant Exercise	200,000	$0.05 per Share
January 24, 2025	Units^{(1)}	Private Placement	6,816,998	$0.075 per Unit
January 20, 2025	Shares	Warrant Exercise	100,000	$0.05 per Share
January 17, 2025	Units^{(1)}	Private Placement	8,417,332	$0.075 per Unit
December 31, 2024	Shares	Warrant Exercise	500,000	$0.05 per Share
December 19, 2024	Shares	Warrant Exercise	2,775,000	$0.05 per Share
December 9, 2024	Shares	Warrant Exercise	750,000	$0.05 per Share
November 21, 2024	Shares	Warrant Exercise	3,000,000	$0.05 per Share
November 20, 2024	Units^{(3)}	Private Placement	25,000,000	$0.015 per Unit
November 7, 2024	Shares^{(4)}	Debt Settlement	900,000	Deemed price of $0.05 per Share
April 12, 2024	Units^{(5)}	Private Placement	20,000,000	$0.02 per Unit
March 1, 2024	Shares	Compensation for advisory services	500,000	$0.05 per Share

Notes:

(1) Issued in connection with the 2025 Unit Financing. The Units are comprised of one Common Share and one Common Share purchase warrant. Each warrant entitles the holder to acquire an additional Common Share at a price of $0.15 per Common Share for a period of 24 months. See disclosure under the heading "Description of the Business - Current Financial Year".

(2) Issued in connection with the 2025 Unit Financing. Each Finder Warrant is exercisable into one Unit at a price of $0.075 per Unit for a period of 24 months. Each Unit consists of one Share and one Warrant. Each Warrant entitles the holder to acquire an additional Common Share at a

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price of $0.15 per share for a period of 24 months. See disclosure under the heading "Description of the Business - Current Financial Year".

(3) Issued in connection with the November 2024 Financing. The Units are comprised of one Common Share and one Common Share purchase warrant. Each warrant entitles the holder to acquire an additional Common Share at a price of $0.10 per Common Share for a period of 24 months. See disclosure under the heading "Description of the Business - Current Financial Year".

(4) Issued in connection with the Debt Settlements. See disclosure under the heading "Description of the Business - Current Financial Year".

(5) Issued in connection with the April 2024 Financing. The Units are comprised of one Common Share and one Common Share purchase warrant. Each warrant entitles the holder to acquire an additional Common Share at a price of $0.05 per Common Share for a period of 24 months. See disclosure under the heading "Description of the Business - Current Financial Year".

TRADING PRICE AND VOLUME

The Shares are listed and posted for trading on the CSE under the trading symbol "BCBC" and are also quoted on the OTCQB market under the symbol "BCBCF". The table set out below presents, on a monthly basis, the reported high and low sale prices (which are not necessarily the closing prices) and the aggregate volume of trading of the Shares on the CSE for the periods noted:

Month	High (C$)	Low (C$)	Volume (# of Shares)
January 2024	$0.030	$0.020	680,310
February 2024	$0.020	$0.015	183,691
March 2024	$0.040	$0.015	3,561,316
April 2024	$0.065	$0.030	3,322,251
May 2024	$0.070	$0.035	4,678,582
June 2024	$0.040	$0.020	2,887,735
July 2024	$0.030	$0.025	1,223,458
August 2024	$0.025	$0.015	1,615,602
September 2024	$0.015	$0.015	241,315
October 2024	$0.020	$0.015	520,000
November 2024	$0.080	$0.010	31,844,034
December 2024	$0.130	$0.055	23,114,812
January 2025	$0.155	$0.075	23,180,977
February 2025	$0.105	$0.055	6,935,716
March 2025(1)	$0.075	$0.040	2,917,929

Notes:
(1) March 1, 2025 – March 18, 2025

ESCROWED SECURITIES

No Shares are currently held in escrow or subject to a contractual restriction on transfer.

PRINCIPAL SECURITYHOLDERS

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Name	Number of Common Shares^{(1)}	Percentage of Outstanding Common Shares^{(1)}
Brayden Sutton	17,037,500	12.85%^{(1)}
Thomas Joshua Taylor	11,549,500	8.71%^{(2)}

Notes:

(1) Mr. Sutton holds all of his Common Shares indirectly through Sutton Ventures Ltd, a private company controlled by Mr. Sutton and his spouse.

(2) Of these Common Shares: (a) 240,000 Common Shares are held directly by Mr. Taylor; (b) 11,237,500 Common Shares are held through TJT Ventures, a private company controlled by Mr. Taylor; and (c) 72,000 are held through Questrade.

DIRECTORS AND EXECUTIVE OFFICERS

Name, Occupation and Security Holdings

The following table sets out the name, province and country of residence, position or offices held with the Company, and principal occupation within the preceding five years of each of the Company's directors and executive officers.

Name, Position(s) held and Province/State and Country of Residence	Director/ Executive Officer Since	Principal Occupation	Common Share Ownership and %
Brayden Sutton^{(1)}
Chief Executive Officer
and Director
British Columbia, Canada	November 15, 2018	Brayden Sutton is a seasoned merchant banker and investor with over 20 years of experience in finance and capital markets. A best-selling author, he wrote Money Mind: Beyond Speculation, a widely acclaimed book on professional investing. With two decades of active investment in the resource sector, he has raised over $100 million for portfolio companies.	17,037,500
(2)
(12.85%)

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| Thomas Joshua Taylor
President and Director
British Columbia, Canada | August 2, 2019 | Josh has over a decade of business development and operational expertise in the consumer packaged goods industry, complemented by extensive investment and banking experience since 2016. | 11,549,500^{(3)}
(8.71%) |
| --- | --- | --- | --- |
| Lachlan McLeod
Chief Financial Officer and Corporate Secretary
British Columbia, Canada | November 1, 2024 | Lachlan is a Chartered Professional Accountant (CPA) and founder of Stornoway Consulting Corp., which provides accounting and bookkeeping support to small companies. Lachlan was most recently the CFO and interim CEO of Adastra Holdings Ltd. (CSE: XTRX). | 1,200,000^{(4)}
(0.90%) |
| Alyssa Barry^{(1)(5)(7)(8)}
Director
British Columbia, Canada | December 30, 2024 | Alyssa Barry is the President of Alliance Advisors Investor Relations, joining through the 2024 acquisition of irlabs, a leading IR firm she co-founded in 2021. She previously served as Corporate Secretary of Artis REIT (TSX: AX.UN). | Nil |
| Ken Osborne^{(1)(5)(6)(7)(8)}
Director
British Columbia, Canada | January 22, 2025 | Ken is a General Partner at Osborne Partners Ltd., a boutique investment banking firm that provides expert guidance in mergers and acquisitions and capital raising. He has successfully led diverse transactions, including acquisitions, equity financings, and venture debt mandates across diverse industries. His prior roles include being a key member of the M&A team at TELUS Corporation, where he managed 11 acquisitions across telecom and agriculture technology | Nil |

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		industries. Ken is a CFA Charterholder and is based in Vancouver, BC.

Notes:

(1) Member of the Audit Committee.
(2) Mr. Sutton holds all of his Common Shares indirectly through Sutton Ventures Ltd, a private company controlled by Mr. Sutton and his spouse.
(3) Of these Common Shares: (a) 240,000 Common Shares are held directly by Mr. Taylor; (b) 11,237,500 Common Shares are held through TJT Ventures, a private company controlled by Mr. Taylor; and (c) 72,000 are held through Questrade.
(4) Of these Common Shares: (a) 1,000,000 Common Shares are held directly by Mr. McLeod; and (b) 200,000 Common Shares are held through Stornoway Consulting Corp, a private company controlled by Mr. McLeod.
(5) Member of the Investment Committee.
(6) Chair of the Audit Committee.
(7) Member of the Compensation Committee.
(8) Member of the Nominating & Corporate Governance Committee.

The term of each director expires at the annual meeting of Shareholders following the date of his appointment or election. The term of office of the executive officers expires at the discretion of the Board.

Director and Officer Biographies

Brayden Sutton, Chief Executive Officer and Director

Brayden Sutton is an accomplished entrepreneur and investor with over 20 years of experience across cannabis, healthcare, blockchain, and resource exploration. Since 2004, he has invested in and advised over 100 start-ups, raising and deploying more than $100 million in capital while creating jobs and driving innovation across industries. Mr. Sutton founded CannabisHealth.com in 2004, co-founded Supreme Cannabis in 2013, and served as CEO of 1933 Industries Inc. and as the Director of Business Development for Aurora Cannabis. He was also a founding investor in Origin House, acquired by Cresco Labs for $1.1 billion. Additionally, he is also the founder of Cannabis Health Sciences Inc. and the Cannabis Health Journal, which made its debut in 1999. Mr. Sutton's leadership and expertise have helped build brands, scale operations, and deliver value in emerging markets.

Further, Mr. Sutton, through Sutton Ventures Ltd. ("SVL"), a corporation of which he is the sole shareholder, has experience in merchant banking dating back to 2004. Set out below is a summary of his experience since 2017.

2017-2019: SVL made significant investments in 1933 Industries Inc. (CSE: TGIF), a Canada-based cannabis cultivator and producer, and initially acted as a consultant to the company. Later Mr. Sutton was appointed as the CEO. Mr. Sutton spent several years working on the business and assisted with raising over $50 million.
2017-Current: SVL invested into and then took over Waterfront Capital listed on the TSXV (WFG) and moved it to the CSE under the name "Entheos Capital". SVL helped raise approximately $2 million in start-up capital and prepared the company for an RTO in the mineral exploration

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space.

2019-Current: Cybin Therapeutics and Numinus Wellness Inc.: SVL provided the initial start-up capital to both of these initiatives was first investor to both. Both companies were first movers in the psychedelic wellness space. Numinus went on to list on the TSXV as the very first TMX listed initiative. Mr. Sutton served as advisor for over a year making introductions, and still serves as advisor and investor in Cybin Therapeutics.
2019-Current: Golden Spike Resources Corp: SVL helped with Golden Spike's CSE listing transaction, served as an advisor to the company, has invested in all financing rounds since then and remains a shareholder of the company today.
2020-Current: Gold Hunter Resources Inc: SVL assisted with Gold Hunter's CSE listing transaction, participated in all financing rounds, made introductions and helped identify the CEO of the company. SVL remains a shareholder and advisor of the company today.
2021-Current: SVL helped to facilitate the RTO with Entheos Capital and The BC Bud Co on the CSE and thereafter Mr. Sutton was appointed as the CEO of the resulting issuer (being the Company).
2023-Current: Abitibi Metals Corp (AMQ on the CSE): SVL has made significant investments in, and acts as a current advisor to, the company. SVL participates in ongoing discussions with management on the direction of the company.

Thomas Joshua Taylor, President and Director

Mr. Josh Taylor has accumulated sales, marketing, and business development experience in the consumer packaged goods (CPG) and pharmaceutical industries. Mr. Taylor joined 1933 Industries Inc. as Director of Business Development leading and overseeing M&A, licensing, partnerships, and joint ventures throughout North America. This experience positions him to contribute to the Company's strategic direction and growth. Since 2015 Mr. Taylor has invested in several private and public companies on the CSE and TSXV. Additionally, he has several years of experience as a Senior Relationship Manager for a Canadian Big 5 bank in the commercial banking sector.

Lachlan McLeod, Chief Financial Officer and Corporate Secretary

Lachlan is a Chartered Professional Accountant (CPA) and holds a BSc in Economics with a minor in Business from the University of Victoria. After completing the Canadian Securities Course (CSC) and the Life License Qualification Program (LLQP) exams, he began his career as a financial advisor, where he gained experience in wealth management and financial planning. Wanting to expand his expertise in accounting and financial reporting, Lachlan pursued a Diploma in Accounting from the Sauder School of Business. He then transitioned into public accounting, joining KPMG, a Big Four accounting firm, as an auditor for 4 years. In this role, he developed technical expertise in financial compliance, including the verification of investment valuations and stock options. Subsequently, Lachlan worked at a boutique CPA firm for 5 years that assisted companies with listing on an exchange, completing acquisitions, maintaining the continuous disclosure requirements and managing their financial and corporate records. Lachlan was most recently the CFO and interim CEO of Adastra Holdings Ltd. (CSE: XTRX), which achieved monthly sales of $4M. Mr. McLeod has experience in accounting for companies investing in other companies at multiple ownership levels including fair value through profit or loss, equity method and full consolidation.

Alyssa Barry, Director

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Alyssa brings extensive experience in capital markets, corporate governance, and investor relations, making her a valuable addition to the Company as it transitions to an investment issuer. As a senior capital markets executive, Alyssa has built one of Canada's leading investor relations firm, where she has successfully guided small-cap companies through unique challenges, helping them develop strategic roadmaps for growth and long-term value creation. She has worked closely with issuers across multiple exchanges, demonstrating her ability to support investment issuers in achieving strong market performance.

Alyssa has supported numerous companies with their capital raises by leveraging her network of investment bankers, advisors, high-net-worth investors, and alternative financing sources. While not a registered dealing representative, she has completed the required regulatory courses and was previously registered in this capacity. In addition to capital markets expertise, Alyssa brings experience in corporate governance. She has served as Corporate Secretary of Artis REIT (TSX: AX.UN) and has held leadership roles as Governance Committee Chair and Board Chair for several national nonprofit organizations. She is well-versed in ISS and Glass Lewis governance standards and will play a key role in establishing the Company's Investment Committee, governance framework, and investment criteria. Alyssa's industry expertise spans digital assets, blockchain technologies, cryptocurrencies, hard commodities, and the resource sector. She has collaborated with leading companies, including DeFi Technologies (CBOE), gaining a robust understanding of emerging technologies and digital markets. As President of Alliance Advisors, she has provided advisory services to over 100 companies, personally handling more than 10 go-public transactions (IPOs, direct listings, RTOs) in the past three years. Recognized as one of Canada's Top 100 Most Powerful Women and BIV's Top 40 Under 40, Alyssa is also an advisor to Women Get On Board and the founder of Women Funding Women, reflecting her commitment to governance excellence, market leadership, and fostering diversity in executive leadership.

Ken Osborne, Director

Mr. Osborne is an experienced finance professional with expertise in mergers and acquisitions, capital markets, and strategic advisory. As a General Partner at Osborne Partners Ltd., he has successfully led diverse transactions, including acquisitions, equity financings, and venture debt mandates across diverse industries. His prior roles include being part of the M&A team at TELUS Corporation, where he managed 11 acquisitions across telecom and agriculture technology industries. Mr. Osborne is a CFA Charter holder and brings capital markets expertise to the Company's Board. Mr. Osborne has a deep knowledge of corporate governance and regulatory requirements through his completion of the CSC and CPH courses offered through the Canadian Securities Institute and is familiar with the CFA Code of Ethics and Standards. He also has relevant industry experience, having been involved in financing blockchain and the cryptocurrency industry since 2015, as well as having worked with cannabis companies since 2017.

Advisor Biography

Upon the Company's completion of the Change of Business, the Company has arranged for Dean Sutton to be engaged as an advisor.

Dean Sutton, Advisor

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Dean Sutton has founded numerous companies and has over 15 years of experience in building, capitalizing and commercializing technology companies. He has developed a track record of identifying market opportunities and driving growth in commercial and competitive markets. He previously was a Co-Founder of WonderFi Technologies (TSX: WNDR), LQWD Fintech (TSXV: LQWD), and Atlas One Digital Securities, leading each company from inception to capitalization and growth in the public markets. Currently he is Founder & CEO of General Intelligence Technologies Inc.

Common Share Ownership by Directors and Executive Officers

As at the date of this Listing Statement, the directors and executive officers of the Company, as a group, beneficially own, control or direct, directly or indirectly, a total of 29,787,000 Common Shares representing 22.46% of the total issued and outstanding Common Shares.

Cease Trade Orders and Bankruptcies

Except as disclosed below, none of the proposed directors (or any of their personal holding companies) of the Company:

(a) is, as at the date of this Listing Statement, or has been, within 10 years before the date of this Listing Statement, a director, chief executive officer or chief financial officer of any company, including the Company, that:

(i) was subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days while that person was acting in the capacity as director, executive officer or chief financial officer; or

(ii) was the subject of a cease trade or similar order or an order that denied the Company access to any exemption under securities legislation in each case for a period of 30 consecutive days, that was issued after the person ceased to be a director, chief executive officer or chief financial officer in the company and which resulted from an event that occurred while that person was acting in the capacity as director, executive officer or chief financial officer; or

(b) is as at the date of this Listing Statement or has been within the 10 years before the date of this Listing Statement, a director or executive officer of any company, including the Company, that while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(c) has, within the 10 years before the date of this Listing Statement, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, or receiver manager, as trustee appointed to hold the assets of that individual.

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None of the proposed directors (or any of their personal holding companies) has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

In 2024, both Josh Taylor and Brayden Sutton experienced a cease trade order for The BC Bud Co due to delayed financial filings. This was caused by the former auditor, Borgers, losing its CPAB license. Consequently, the new auditor, Davidson & Co., was required to complete a two-year audit. The process extended significantly beyond the initially quoted four weeks, resulting in a temporary stock halt. Trading resumed in good standing on October 28, 2024. It's important to note that this was of no fault of the company or management, but rather a function of the former auditor losing its license and the new auditor taking far longer than quoted to complete a 2-year audit.

Mr. Sutton joined the board of Formation Acquisitions Inc. ("Formation"), a reporting but unlisted issuer, on July 14, 2023. At the time, Formation was under a cease trade order issued by the British Columbia Securities Commission (BCSC) and the Ontario Securities Commission (OSC) on June 6, 2022, for failing to file annual audited financial statements and the MD&A for the financial year ending January 31, 2022.

Since then, Formation has filed the required financial statements and continuous disclosure documents and is actively pursuing the revocation of the cease trade orders. The company, being a non-trading reporting issuer, has never been listed on any exchange. Mr. Sutton stepped in at the request of the owner of Pathfinder Asset Management to resolve these issues on behalf of shareholders. Despite having no prior connection to the situation, he successfully restored the company to good standing, leveraging his exceptional abilities and extensive network.

In connection with the completion of the audited financial statements and MD&A for the financial year ended February 29, 2024, the Company applied for and received from the BCSC a management cease trade order on July 2, 2024. On September 9, 2024, following the expiration of the management cease trade order without the accompanying filing of the audited financial statements and MD&A for the financial year ended February 29, 2024, a failure-to-file cease trade order was issued on September 9, 2024.

On January 9, 2023, Alyssa Barry was retained to provide investor relations services to Atlas Global Brands ("Atlas"). On August 8, 2023, the Ontario Securities Commission issued a failure-to-file cease trade order ("FFCTO") against Atlas for failing to file its audited annual consolidated financial statements and related management's discussion and analysis and certifications for the financial year ended March 31, 2023 (collectively, the "Required Annual Filings"). Since the FFCTO, Atlas also failed to file the interim financial statements, related management's discussion and analysis and certifications, for the three months ended June 30, 2023, September 30, 2023 and December 31, 2023 (collectively, the "Required Interim Filings") and its statement of executive compensation for the year ended March 31, 2023 (the "2023 Form 51-102F6V"). The Required Annual Filings were completed on April 9, 2024 and on April 26, 2024 the Required Interim Filings in respect of the interim period ended September 30,

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2023 and a restatement of the Required Interim Filings for the interim period ended June 30, 2023 were completed. In addition, Atlas filed the 2023 Form 51-102F5V on May 23, 2024. Application was made to the Ontario Securities Commission for a full revocation of the FFCTO on the basis that the last Required Interim Filing would be completed prior to June 3, 2024 and prior to the completion of the Ontario Securities Commission's review of Atlas' application. On May 14, 2024, the Ontario Securities Commission issued an order (the "PRO") partially revoking the FFCTO. The PRO permitted the issue of 3,693,444 common shares of Atlas to S.H.R. Group Management Ltd. (the "Lender") as partial consideration for a loan by the Lender to a wholly-owned subsidiary of Atlas. There has been no further update since then.

Conflicts of Interest

To the best of the Company's knowledge, the Company is not aware of any existing or potential material conflicts of interest between the Company and any of the directors or officers of the Company as of the date hereof. However, the Company provides no assurance that its directors and officers will not have conflicts of interest from time to time. The Company's directors and officers may serve as directors or officers of other companies that are similarly engaged in the cannabis industry or have significant shareholdings in other cannabis companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the Company's directors and management may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. The interests of these companies may differ from time to time. Pursuant to the BCBCA, directors and officers of the Company are required to act honestly and in good faith with a view to the best interests of the Company. Therefore, if a conflict of interest arises at a Board meeting, the director in conflict will abstain from voting for or against any resolution involving any such conflict. Generally, as a matter of practice, directors who have disclosed a material interest in any contract or transaction that the Board is considering will also not take part in any Board discussion respecting that contract or transaction. In appropriate cases, the Company will establish a special committee of independent directors to review a matter in which directors or officers may have a conflict.

Related party transactions during each reporting period are detailed in the Company's Management Discussion & Analysis for the relevant period.

EXECUTIVE COMPENSATION

Details of all direct and indirect compensation provided to certain executive officers and directors of the Company for the most recently completed financial year can be found in the Company's latest information circular dated September 24, 2024 and filed under the Company's profile on SEDAR+ at www.sedarplus.ca on October 4, 2024.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No individual who is, or at any time during the most recently completed financial year was, a director or executive officer of the Company, nor any proposed nominee for election as a director of the Company, and no associate of any such director, executive officer or proposed nominee,

(a) is, or at any time since the beginning of the most recently completed financial year of the Company has been, indebted to the Company or any of its subsidiaries, or

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(b) is or has been indebted to another entity that is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

AUDIT COMMITTEE

The Company is required to have an audit committee (the “Audit Committee”) comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Company or an affiliate of the Company.

The Audit Committee oversees the accounting and financial reporting practices and procedures of the Company and the audits of the Company's financial statements. The principal responsibilities of the Audit Committee include: (1) recommending to the Board: (a) the external auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company; and (b) the compensation of the external auditor; (2) overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting; (3) pre-approving all non-audit services to be provided to the Company or its subsidiary entities by the Company's external auditor; (4) reviewing the Company's financial statements, MD&A and annual and interim profit or loss press releases before the Company publicly discloses this information; (5) being satisfied that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements and periodically assessing the adequacy of those procedures; (6) overseeing the quality, integrity and appropriateness of the internal controls and accounting procedures of the Company, including reviewing the Company's procedures for internal control with the Company's auditors and chief financial officer; (7) reviewing and assessing the quality and integrity of the Company's internal and external reporting processes, its annual and quarterly financial statements and related management discussion and analysis, and all other material continuous disclosure documents; (8) establishing separate reviews with management and external auditors of significant changes in procedures or financial and accounting practices, difficulties encountered during auditing, and significant judgments made in management's preparation of financial statements; (9) monitoring compliance with legal and regulatory requirements related to financial reporting; (10) reviewing and pre- approving the engagement of the auditor of the Company and independent audit fees; (11) assessing the Company's accounting policies, and considering, approving, and monitoring significant changes in accounting principles and practices recommended by management and the auditor; (12) establishing procedures for: (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and (13) reviewing and approving the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company.

Audit Committee Charter

The text of the Audit Committee’s charter is attached as Schedule “B” to this Listing Statement.

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Composition of Audit Committee and Independence

The members of the Audit Committee are Brayden Sutton, Alyssa Barry and Mackenzie Osborne, of whom Ms. Barry and Mr. Osborne are considered independent and Mr. Sutton is not considered independent as a result of his relationship as CEO of the Company. Mr. Osborne is serving as chair of the Audit Committee. All members of the Audit Committee are considered to be financially literate.

A member of the Audit Committee is independent if the member has no direct or indirect material relationship with the Company. A material relationship means a relationship which could, in the view of the Board, reasonably interfere with the exercise of a member's independent judgment.

A member of the Audit Committee is considered financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

Relevant Education and Experience

The education and experience of each member of the Audit Committee relevant to the performance of his or her responsibilities as an Audit Committee member and, in particular, any education or experience that would provide the member with:

(a) an understanding of the accounting principles used by the Company to prepare its financial statements;

(b) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions;

(c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising one or more persons engaged in such activities; and

(d) an understanding of internal controls and procedures for financial reporting, are as follows:

Each of Mr. Sutton, Ms. Barry and Mr. Osborne have an understanding of financial reporting requirements respecting financial statements sufficient enough to enable them to discharge their duties as members of the Audit Committee.

Please refer to "Director and Officer Biographies" above for information on the education and experience of the Audit Committee

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, the Audit Committee of the Company has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board.

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Reliance on Certain Exemptions

Since the commencement of the Company's most recently completed financial year, the Company has not relied on:

(a) the exemption in section 2.4 (De Minimis Non-audit Services) of NI 52-110;
(b) an exemption from Part 6 – Ventures Issuers of NI 52-110; or
(c) an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions).

Pre-Approval Policies and Procedures

The Audit Committee has not adopted any specific policies and procedures for the engagement of non-audit services.

Audit Fees

The following table sets forth the fees paid by the Company and its subsidiaries to its external auditors, for services rendered for the financial years ended February 28, 2024 and 2023:

	February 28, 2024	February 28, 2023
	($)	($)
Audit fees^{(1)}	85,000^{(5)}	72,540
Audit related fees^{(2)}	Nil	4,000
Tax fees^{(3)}	Nil	5,000
All other fees^{(4)}	Nil	Nil
Total	85,000	81,540

Notes:

(1) "Audit fees" include aggregate fees billed by the Company's external auditor in each of the last two fiscal years for audit fees.
(2) "Audited related fees" include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company's external auditor that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under "Audit fees" above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
(3) "Tax fees" include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company's external auditor for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical

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advice from tax authorities.

(4) "All other fees" include the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company's external auditor, other than "Audit fees", "Audit related fees" and "Tax fees" above.

(5) Estimated.

Exemption in Section 6.1

The Company is a "venture issuer" as defined in NI 52-110 and is relying on the exemption in section 6.1 of NI 52-110 relating to Parts 3 (Composition of Audit Committee) and 5 (Reporting Obligations).

CORPORATE GOVERNANCE

National Policy 58-201 establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company's practices comply with the guidelines; however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore such guidelines have not been adopted. National Instrument 58-101 mandates disclosure of corporate governance practices which disclosure is set out below.

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the shareholders of the Company. Corporate governance also takes into account the role of the individual members of management appointed by the Board who are charged with the day-to-day management of the Company. The Board is committed to sound corporate governance practices, which are both in the interest of its shareholders and contribute to effective and efficient decision making.

The Board facilitates its exercise of independent supervision over management through meetings of the Board held for the purposes of obtaining an update on significant corporate activities and plans, both with and without members of the Company's management being in attendance.

Composition of the Board

The Board has four directors, two of which are considered to be independent. Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A "material relationship" is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgment. Ms. Barry and Mr. Osborne are considered to be independent directors for the purposes of NI 58-101 and Mr. Sutton and Mr. Thomas Joshua Taylor are not considered to be independent due to their relationships as a senior officers of the Company.

The Board of the Company facilitates its exercise of supervision over Company's management through frequent meetings of the Board.

Mandate of the Board

The Board has responsibility for the stewardship of the Company including responsibility for strategic

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planning, identification of the principal risks of the Company's business and implementation of appropriate systems to manage these risks, succession planning (including appointing, training and monitoring senior management), communications with investors and the financial community and the integrity of the Company's internal control and management information systems.

The Board sets long term goals and objectives for the Company and formulates the plans and strategies necessary to achieve those objectives and to supervise senior management in their implementation. The Board delegates the responsibility for managing the day-to-day affairs of the Company to senior management but retains a supervisory role in respect of, and ultimate responsibility for, all matters relating to the Company and its business. The Board is responsible for protecting shareholders' interests and ensuring that the incentives of the shareholders and of management are aligned.

As part of its ongoing review of business operations, the Board reviews, as frequently as required, the principal risks inherent in the Company's business including financial risks, through periodic reports from management of such risks, and assesses the systems established to manage those risks. Directly and through the Audit Committee, the Board also assesses the integrity of internal control over financial reporting and management information systems.

In addition to those matters that must, by law, be approved by the Board, the Board is required to approve any material dispositions, acquisitions and investments outside the ordinary course of business, long-term strategy, and organizational development plans. Management of the Company is authorized to act without board approval, on all ordinary course matters relating to the Company's business.

The Board also monitors the Company's compliance with timely disclosure obligations and reviews material disclosure documents prior to distribution. The Board is responsible for selecting the President and the CEO and appointing senior management and for monitoring their performance

Directorships

The following is a list of each director of the Company who is also a director of other reporting issuers (or equivalent) in a Canadian or foreign jurisdiction as of the date of this Listing Statement:

Name of director	Other reporting issuer
Brayden Sutton	Sorrento Resources Ltd.
	Formation Acquisitions Inc.
Thomas Joshua Taylor	Sorrento Resources Ltd.

Position Descriptions

The Board has not developed written position descriptions for the chair or the chair of any board committees or for the CEO. Given the size of the Company's infrastructure and the existence of only a small number of officers, the Board does not feel that it is necessary at this time to formalize position descriptions in order to delineate their respective responsibilities.

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Orientation and Continuing Education

The Board's practice is to recruit for the Board only persons with experience in business and public company matters and with a good general understanding of operating an investment company and of the Target Areas. Prospective new board members are provided a reasonably detailed level of background information, verbal and documentary, on the Company's affairs and plans prior to obtaining their consent to act as a director.

The Board provides training to its directors as needed, to ensure that the Board is complying with current legislative and business requirements.

Ethical Business Conduct

To date, the Board has not adopted a formal written Code of Business Conduct and Ethics. However, the current limited size of the Company's operations, and the small number of officers and consultants, allow the Board to monitor on an ongoing basis the activities of management and to ensure that the highest standard of ethical conduct is maintained. As the Company grows in size and scope, the Board anticipates that it may formulate and implement a formal Code of Business Conduct and Ethics.

Nomination of Directors

The Company has established a Nominating & Corporate Governance Committee comprised of Alyssa Barry and Mackenzie Osborne, who are each considered independent for the purposes of NI 58-101. The Nominating & Corporate Governance Committee is responsible for, among other things, establishing a process for identifying, recruiting, appointing, and providing ongoing development for directors, monitoring and assessing the functioning of the Board, committees of the Board, and the individual members of the Board, and ensuring the Board, directors and management adopt and observe good corporate governance practices.

In particular, on an annual basis, and more frequently if deemed necessary, the Nominating & Corporate Governance Committee will: (i) establish qualifications, competencies and skills necessary for an effective Board and for the various committees of the Board; (ii) assess which qualifications, competencies and skills each existing director possesses, and consequently what qualifications, competencies and skills are represented on the Board as a whole; (iii) review the size, composition, mandate/charter and performance of the Board and the various committees of the Board, and make recommendations for appointment, removal of directors or other adjustments as appropriate; (iv) determine grounds for exclusion or removal from the Board; (v) identify and assess candidates for Board vacancies, based on the established set of qualifications, competencies and skills and make recommendations to the Board with regard to director nominations; and (iv) establish and oversee orientation of new directors.

In making its recommendations of director nominees, the Nominating & Corporate Governance Committee will consider: (i) the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess; (ii) the diversity of the Board composition, including whether targets have been adopted for women, visible minorities, Aboriginal people and people with disabilities on the Board or in executive officer positions; (iii) the competencies and skills that the Board considers each existing director to possess; and (iv) the competencies and skills each new nominee would be expected to bring to the Board. The Nominating & Corporate Governance Committee should also consider whether each

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new nominee will be able to devote sufficient time and resources to his or her duties as a member of the Board.

The Nominating & Corporate Governance Committee will periodically, as necessary, or at least annually assess the overall effectiveness and contribution of the Board, Board committees and individual directors. The Nominating & Corporate Governance Committee will also, among other things, review the Company's corporate governance policies and the Company's compliance with securities and corporate legislation and stock exchange policies, and address any corporate governance issues or Board complaints that may arise.

The Board has adopted a written charter that formally sets forth the responsibilities, powers and operations of the Nominating & Corporate Governance Committee, a copy of which is attached as Schedule "C" hereto.

The Company has also adopted advance notice provisions within the Articles of the Company (the "Advance Notice Provisions").

The Advance Notice Provisions are intended to facilitate an orderly and efficient annual and/or special meeting process and ensure that all shareholders receive adequate notice and information about director nominees. The Advance Notice Provisions provide a clear process for shareholders to follow to nominate directors, outside of the director nominees submitted by the Board, and sets out a reasonable time for shareholder nominee submissions to be considered.

The Advance Notice Provisions fix a deadline by which holders of record of the Company's common shares must submit director nominations to the Company prior to any annual or special meeting of shareholders, and sets out the information that a shareholder must include in such notice to the Company. In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 days nor more than 65 days prior to the date of the annual meeting, unless the annual meeting is to be held less than 50 days after the meeting was first announced, in which case notice may be made no later than the close of business on the 10th day after the announcement. In the case of a special meeting of the shareholders, notice to the Company must be made no later than the close of business on the 15th day following public announcement of the date of the special meeting.

Compensation

The Company has established a Compensation Committee, comprised of Alyssa Barry and Mackenzie Osborne, who are each considered independent for the purposes of NI 58-101.

The Compensation Committee has the overall responsibility for: (i) reviewing the quantity and quality of the compensation of the Board and the executive officers on annual basis; (ii) recommending to the Board levels of compensation for the Company's executive officers for approval by the Board; and (iii) recommending compensation for directors, including the granting of equity-based incentive awards for approval by the Board. The responsibilities, powers and operating procedures of the Compensation Committee are outlined in its charter, a copy of which is attached as Schedule "D" hereto.

Assessments

The Board will, on at least an annual basis, review the performance and effectiveness of the Board, its committees and individual directors. Additionally, the Nominating & Corporate Governance Committee

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will separately be responsible for assessing on at least an annual basis the overall effectiveness of the Board as a whole, each of the committees (other than the Nominating & Corporate Governance Committee itself, which is evaluated by the full Board), the Chair of the Board and individual directors. As part of the assessments, the Board or the individual committee may review their respective mandate or charter and conduct reviews of applicable corporate policies. The Nominating & Corporate Governance Committee will report the results of its assessments to the full Board, which report the Board takes into consideration when completing its overall performance and effectiveness reviews.

The Board monitors the adequacy of information given to directors, communication between Board and Management and the strategic direction and processes of the Board and its committees.

The Board believes its corporate governance practices are appropriate and effective for the Company, given its size and operations. The Company's corporate governance practices allow the Company to operate efficiently, with checks and balances that control and monitor Management and corporate functions without excessive administration burden.

Other Board Committees

At the present time, the only standing committees are the Audit Committee, the Investment Committee, the Nominating & Corporate Governance Committee and the Compensation Committee. The Board will consider the formation of other committees, as necessary, following the completion of the Change of Business.

RISK FACTORS

The Company's business, operating results and financial condition could be adversely affected by any of the risks outlined below. These risks and uncertainties are not the only ones facing the Company. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems immaterial, may also impair the operations of the Company. Additionally, the Company will face a number of challenges in the development of its business due to the nature of the present stage of the business and operations of its Investments and its Investment Policy. If any such risks actually occur, the financial condition, liquidity and results of operations of the Company could be materially adversely affected and the ability of the Company to implement its growth plans could be adversely affected. Sometimes new risks emerge and management may not be able to predict all of them, or be able to predict how they may cause actual results to be different from those contained in any forward-looking statements. Readers should not rely upon forward-looking statements as a prediction of future results. Readers should carefully consider all such risks, including those set out in the discussion below and elsewhere in this Listing Statement.

Risk Factors Related to Holding Securities of the Company

Market Risk for Securities

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There can be no assurance that an active trading market for the Company's Shares will be sustained. The market price for the Company's Shares may be subject to wide fluctuations. Factors such as government regulation, overall market movements, share price movements of peer companies and competitors, as well as the demand for digital assets, resources and hard commodities in which the Company invests. If such increased levels of volatility and market turmoil continue, the Company's operations could be adversely impacted, and the trading price of the Shares may be materially adversely affected. The stock market has from time to time experienced extreme price and volume fluctuations, which have often been unrelated to the operating performance of particular companies.

Volatility of Share Prices

The trading price of the Company's Shares will be subject to change because of numerous factors, including reports of new information, changes in the Company's financial situation, the supply and demand for Shares in the market, failure to achieve financial results in line with the expectations of analysts, or announcements concerning results. Price volatility will also be subject to a number of factors beyond the control of the Company including the global economy, interest rates, political and geo-political events in various countries around the world, inflation, deflation, armed conflicts, trade wars, and the like. There is no guarantee that the market price of the Shares will be protected from any such fluctuations in the future; and future changes may be material.

Litigation Associated with Share Price Volatility

In the past, certain companies that have experienced volatility in their share value, have been the subject of securities class action litigation. The Company might become involved in securities class action litigation in the future. Such litigation often results in substantial costs and diversion of management's attention and resources and could have a negative effect on business and results of operation.

Possible Dilution

Making additional investments will require additional capital; and the ongoing costs of operations may not generate positive cash flow for the near or long term. The Company's ability to secure any required financing to expand operations will depend in part upon prevailing capital market conditions and business success. There can be no assurance that the Company will be successful in its efforts to secure any additional financing on terms satisfactory to management. If additional financing is raised by issuance of additional Shares from treasury, control may change and shareholders may suffer dilution.

Risks related to the Company's Investment Business

Investing in Startups

The Company's future investments in Investees may involve companies that have a limited operating experience and/or that have only recently started to carry on their businesses. These potential future Investees will therefore be subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial, and other resources and lack of revenues. The failure by such Investees to sufficiently address any of these risks could have a materially adverse effect on such Investees. If the Company chooses to invest in Investees

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that have limited operating experience and/or that have only recently started to carry on their business, there is no assurance that the Company would be successful in achieving a return on its Investment in such Investees and the likelihood of success must be considered in light of the early stage of operations of such types of Investees. If the Company fails to do so, it could materially harm its business and impair the value of its Shares, resulting in a loss to Company Shareholders. Even if the Company achieves a return on its Investment in Investees, the Company may not generate positive cash flows or profits. No assurance can be given that the Company can or will ever be successful in its investment operations and operate profitably.

Limited operating history

The Company is in an early stage of development and has no history of operations as an investment company. The Company will be subject to many risks common to start-up enterprises and its viability must be viewed against the background of the risks, expenses and problems frequently encountered by companies in the early stages of development. This includes under-capitalization, cash shortages, limitations with respect to personnel, lack of revenues and financial and other resources. There is no assurance that the Company will develop its business profitably, and the likelihood of success of the Company must be considered in light of the Company's early stage of development and lack of operating history as an investment company. There is no assurance that the Company will be successful in achieving a return on shareholders' investment.

Limited Size of Investments

The Company currently has a relatively small number of investments, and limited resources to make additional investments. Its investments are restricted to a narrow range of businesses and industry in which it can invest. This limited diversification may hinder the growth of the Company.

Limited Funds Available

As of the date of this Listing Statement, the Company has approximately $958,037 in unallocated available funds to acquire additional investments. Beyond that there is a risk that the Company will be unable to raise additional funds, or generate sufficient cash flow from existing investments, to acquire any additional investments. In such a scenario, diversification of the investment portfolio, and the growth potential for the Company, may both be materially limited.

Additional financing

The Company's future capital requirements depend on many factors, including its cash flows from operations, locating and retaining talent, and competing market developments. The Company's business model requires investing funds to generate revenue and the Company may not generate positive cash flow for the near or long term. Based on the Company's current financial situation, the Company will have difficulty acquiring additional Investments or maintaining its current Investments if it does not raise additional financing in the near future. There can be no assurance that additional financing will be available to the Company when needed or on terms which are acceptable. The Company's inability to raise financing to support new and current Investments could limit the Company's operations and may have a material adverse effect upon future profitability and require the Company to scale back its current business plan or cease operating.

Limited Management Experience

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The Company's management team has a limited track record of acquiring and divesting interests in arm's-length enterprises in a manner that can be characterized as conducting an active business. They also have not collectively operated a public investment company of the nature being undertaken by the Company. Further, management has not previously operated an investment company focused on digital assets. As management is the key component of any investment company's success, prospective investors should carefully evaluate the skills of management prior to investing.

Reliance on Management and Key Personnel

The success of the Company is dependent upon the ability, expertise, judgment, discretion and good faith of its senior management and the engagement of key personnel. The Company will attempt to enhance its management and technical expertise by recruiting qualified individuals who possess the desired skills and experience in the Target Areas; however, there is no guarantee they will be successful in recruiting and retaining such individuals. The Company's management team will also need to be able to create strategies for mitigating risks associated with cryptocurrency price fluctuations and commodity market volatility. Management will need to stay updated with technological advancements and trends in blockchain and digital assets to identify high-potential investment opportunities, while also keeping up with global trends in commodities, blockchain adoption, and regulatory landscapes in key jurisdictions. Operating a public investment company in these sectors requires a multidisciplinary approach that combines technical, regulatory, financial, and strategic expertise. See "Description of the Business – Specialized Skills and Knowledge". The Company's inability to retain a qualified management team and attract and retain sufficient additional employees with skills and knowledge in the aforementioned areas as well as information technology, engineering, blockchain, and technical support resources could have a material adverse impact on the Company's financial condition and results of operation. Any loss of the services of such individuals could have a material adverse effect on the Company's business, operating results or financial condition.

Allocation of Personnel

The Company's officers and employees are not able to devote all of their business time and attention to the Company as they will continue to be involved in the operations of other businesses. The Company's officers and employees devote such time and attention to the business of the Company as they reasonably consider necessary to effectively carry out the operations of the Company.

Potential Conflicts of Interest

The Company will rely on management's expertise in identifying and advising on investment opportunities, transaction execution and asset management capabilities. Certain executives may also provide similar services to other entities, and there are no restrictions on members of management from providing similar services to other entities, or from engaging in other activities in the future (whether or not their investment objectives, strategies and policies are similar to those of the Company). Consequently the Company may, from time to time, not be provided the opportunity of participating in an investment that would otherwise be compatible with the Company's investment objectives and restrictions. Applicable corporate law contains conflict of interest provisions requiring the directors to disclose their interests in certain contracts and transactions and to refrain from voting on those matters.

Costs of Operating as a Public Company

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As a public company whose securities will be listed on the CSE, the Company will incur significant legal, accounting and related continuous disclosure expenses. The Company will be subject to the reporting requirements of Canadian securities laws the rules and regulations thereunder, the rules and regulations of the CSE, and the provisions of securities laws that apply to public companies such as the Company. The expenses that will be required in order to adequately comply with the various reporting and other requirements applicable to public companies will require considerable expense, time and the attention of management.

Uninsured or Uninsurable Risks

The Company intends to insure its operations in accordance with industry practice. However, given the nature of the Company's business, such insurance may not be available, may be uneconomical for the Company, or may be insufficient to provide adequate coverage. The Company may become subject to liability for losses against which it cannot insure or against which it may elect not to insure because of high premium costs or for other reasons. The payment of any such liabilities would reduce or eliminate the funds available for operations. Payments of liabilities for which the Company does not carry insurance may have a material adverse effect on its financial position.

Dividend Risk

The Company has not paid dividends in the past and does not anticipate paying dividends in the near future. The Company expects to retain earnings to finance further growth and, where appropriate, retire debt.

Litigation Risk

The Company may be the subject of litigation as it pertains to any aspect of the Company's business. The Company may not be successful with respect to any actions it initiates, and may not be successful in defending any claims brought against it. Financial losses resulting from unsuccessful litigation may have a material adverse impact on the Company. Any claims, with or without merit, often result in substantial costs and diversion of management's attention and resources and could have a negative effect on business and results of operations.

Foreign Exchange Risk

The Company is a Canadian company, and most of its expenses and fund raising have been are expected to continue to be in Canadian dollars. Most of the expenses and revenues of the Investee companies will be denominated in currencies other than Canadian dollars. As a result, the Company is subject to foreign exchange risks relating to the relative value of the applicable foreign currency as compared to the Canadian dollar.

The Company does not currently engage in any hedging activities to offset any currency fluctuations. Any fluctuations in the value of any of these currencies relative to the Canadian dollar may result in variations in the comprehensive income of the Company and may have an adverse impact on the Company's business and financial condition.

Repatriation of Funds

Certain countries impose or may impose restrictions upon the ability to transfer funds out of such

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country. None of the Investees in which the Company currently holds an investment are subject to any restrictions on their ability to transfer funds out of their respective country. However any change in a country's laws in that regard could materially impact on a corporate Investee's ability to carry on business in that country and may preclude it from paying dividends to the Company, and similarly the Company's ability to receive dividends or any return of capital, and so materially impact on the value of the Company's investment.

Ability to Access Capital

If additional funds are raised through further issuances of equity or convertible debt securities, existing Company Shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of the Shareholders. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital or to pursue business opportunities, including potential acquisitions. If adequate funds are not obtained, the Company may be required to eliminate certain of its existing Investments and curtail the acquisition of additional Investments. There is no assurance that the Company's future cash flow, if any, will be adequate to satisfy its Investments and capital requirements.

Costs of the Investments

Certain costs related to the Investments, such as legal and accounting fees incurred by the Company, must be paid by the Company even if the Investments are not completed.

Termination of Investments in Certain Circumstances

The Company may elect to exit any of its Investments (where possible) for a number of reasons including, without limitation, changing market conditions, a recommendation from the Board of Directors or the availability of a more suitable investment opportunity. Any exit of one or more investments could adversely affect the market price of the Shares.

Operations in Emerging Markets

The Company's Investments may have operations in various emerging markets in the future. Such operations expose the Company to the socio-economic conditions as well as the laws governing the industry in such countries. Inherent risks with conducting foreign operations include, but are not limited to: high rates of inflation; extreme fluctuations in currency exchange rates, military repression; war or civil war; social and labour unrest; organized crime; hostage taking; terrorism; violent crime; expropriation and nationalization; renegotiation or nullification of existing licenses, approvals, permits and contracts; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political norms, banking and currency controls and governmental regulations that favour or require the Investments to award contracts in, employ citizens of, or purchase supplies from, the jurisdiction. See disclosure under the heading "Description of the Business - Foreign Operations" for additional information on the risks associated with investing in foreign jurisdictions.

Governments in certain foreign jurisdictions intervene in their economies, sometimes frequently, and occasionally make significant changes in policies and regulations. Changes, if any, in industry or investment policies or shifts in political attitude in the countries in which the Company invests may

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adversely affect the Company's operations or profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, importation of product and supplies, income and other taxes, royalties, the repatriation of profits, expropriation of property, foreign investment, maintenance of licenses, approvals and permits, environmental matters, land use, land claims of local people, water use and workplace safety. Failure to comply strictly with applicable laws, regulations and local practices could result in loss, reduction or expropriation of licenses, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests.

Dependence on Investee Performance

As an investment issuer, other than the Cannabis Business, most of the Company's operating assets will be the capital stock of its Investments. As a result, investors in the Company are subject to the risks attributable to its Investments. As an investment issuer, the Company will conduct substantially all of its business through its Investments, which will generate substantially all of its revenues. Consequently, the Company's cash flows and ability to complete current or desirable future enhancement opportunities will be dependent on the earnings of its Investments and the distribution of those earnings to the Company. The ability of these entities to pay dividends and other distributions will depend on their operating results and will be subject to applicable laws and regulations which require that solvency and capital standards be maintained by such companies and contractual restrictions contained in the instruments governing their debt. In the event of a bankruptcy, liquidation or reorganization of any of the Company's Investments, holders of indebtedness and trade creditors will generally be entitled to payment of their claims from the assets of those Investments before any assets are made available for distribution to the Company.

Concentration of Investments

Other than as described herein, there are no restrictions on the proportion of the Company's funds and no limit on the amount of funds that may be allocated to any particular investment. The Company may participate in a limited number of investments and, as a consequence, its financial results may be substantially adversely affected by the unfavourable performance of a single investment or small group of investments. Completion of one or more investments may result in a highly concentrated investment in a particular company, commodity or geographic area, resulting in the performance of the Company depending significantly on the performance of such company, commodity or geographic area.

Tariffs and other trade actions

On February 1, 2025, the United States announced that it was imposing import tariffs on goods from certain major trading partners effective February 4, 2025. With respect to Canada, these consisted of a 25% tariff on Canadian-origin imports other than energy products and a 10% tariff on energy products (including crude oil, natural gas, lease condensates, natural gas liquids, refined petroleum products, uranium, coal, biofuels, geothermal heat, the kinetic movement of flowing water and critical minerals). In response, Canada announced its intention to implement retaliatory tariffs of 25% on imports of certain products of the United States. On February 3, 2025, the United States and Canada agreed to delay the imposition of the tariffs and retaliatory tariffs for a period of 30 days. On March 4, 2025, the 25% tariff imposed by the United States on Canadian-origin imports other than energy products and the 10% tariff on energy products came into effect. Also on March 4, 2025, retaliatory tariffs of 25% on imports of certain products of the United States worth approximately $30 billion per annum were

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imposed by Canada with further retaliatory tariffs of 25% to be imposed on an additional $125 billion per annum of products of the United States to become effective on March 25, 2025.

On February 4, 2025 the United States imposed a 10% tariff against Chinese goods. On March 4, 2025, the United States doubled the tariff to 20%. China has announced retaliatory tariffs against certain products of the United States and other trade actions in response to each announcement of tariffs against it. An additional tariff of 25% on global imports of aluminum and steel has been announced by the United States to become effective March 12, 2025.

Risks exist as of the date of this Listing Statement that: (i) the tariffs and retaliatory tariffs imposed to date will remain in place for an extended period; (ii) additional tariffs and retaliatory tariffs will be implemented between the United States and Canada or between the United States and other nations; (iii) other actions will be taken to restrict or tax the trade of goods between the United States and Canada or between the United States and other nations; and/or (iv) action will be taken to amend or terminate existing trade agreements, including the United States-Mexico-Canada Agreement. Trade restrictions might include limits on the amount or type of energy products that may be exported from Canada to the United States.

The extent and/or duration of any tariffs, export restrictions, export taxes or other trade actions that have been implemented or may be implemented remains uncertain, but they may: (i) materially adversely affect the performance of GoldON, SKRR Exploration, or the Company's future Investees and (ii) increase volatility in exchange rates or interest rates or result in adverse changes in exchange rates or interest rates. In addition, any prolonged and broad-based tariffs, export restrictions, export taxes or other trade actions would be expected to have a substantial negative impact on overall economic activity and the financial markets in general. Any of these potential circumstances or impacts may have a material adverse effect on the Company's business, financial condition, results of operations and cash flows.

Risks Related to Operating as an Investment Company

Investing in New and Rapidly Evolving Markets

Cryptocurrencies are measured at fair value less cost to sell. Cryptocurrency prices are affected by various forces including global supply and demand, interest rates, exchanges rates, inflation or deflation and political and economic conditions. Further, cryptocurrencies have no underlying backing or contracts to enforce recovery of invested amounts. The profitability of the Company is related to the current and future market price of cryptocurrencies; in addition, the Company may not be able to liquidate its cryptocurrencies at its desired price if necessary. Investing in cryptocurrencies is speculative, prices are volatile, and market movements are difficult to predict. Supply and demand for such currencies change rapidly and are affected by a variety of factors, including regulation and general economic trends.

Cryptocurrencies have a limited history; their fair values have historically been volatile, and the value of cryptocurrencies held by the Company could decline rapidly. A decline in the market prices of cryptocurrencies could negatively impact the Company's future operations. Historical performance of cryptocurrencies is not indicative of their future performance.

Many cryptocurrency networks are online end-user-to-end-user networks that host a public transaction

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ledger (blockchain) and the source code that comprises the basis for the cryptographic and algorithmic protocols governing such networks. In many cryptocurrency transactions, the recipient or the buyer must provide its public key, which serves as an address for a digital wallet, to the seller. In the data packets distributed from cryptocurrency software programs to confirm transaction activity, each party to the transaction user must sign transactions with a data code derived from entering the private key into a hashing algorithm. This signature serves as validation that the transaction has been authorized by the owner of the cryptocurrency. This process is vulnerable to hacking and malware and could lead to theft of the Company's digital wallets and the loss of the Company's cryptocurrency.

Cryptocurrencies are loosely regulated and there is no central marketplace for exchange. Supply is determined by a computer code, not a central bank. Additionally, exchanges may suffer from operational issues, such as delayed execution, which could have an adverse effect on the Company.

The cryptocurrency exchanges on which the Company may trade on are relatively new and, in many cases, largely unregulated, and therefore may be more exposed to fraud and failure than regulated exchanges for other assets. Any financial, security, or operational difficulties experienced by such exchanges may result in an inability of the Company to recover money or cryptocurrencies being held on the exchange. Further, the Company may be unable to recover cryptocurrencies awaiting transmission into or out of the exchange, all of which could adversely affect an investment of the Company. Additionally, to the extent that the digital asset exchanges representing a substantial portion of the volume in digital asset trading are involved in fraud or experience security failures or other operational issues, such digital asset exchanges' failures may result in loss or less favorable prices of cryptocurrencies, or may adversely affect the Company, its operations, and its investments.

Furthermore, crypto-exchanges engage in commingling their client's assets in exchange wallets. When crypto-assets are commingled transactions are not recorded on the applicable blockchain ledger but are only recorded by the exchange. Therefore, there is a risk around the occurrence of transactions or existence of period end balances represented by exchanges.

Operating and Financial Risks of Investments

Businesses in which the Company invests could deteriorate as a result of, among other factors, an adverse development in their business operations, a change in the competitive environment or an economic downturn. As a result, Investees that the Company expects to be stable may operate at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or to maintain their competitive position, or may otherwise have a weak financial condition or experience financial distress. In some cases, the success of the Company's investment strategy will depend, in part, on the ability of the Company to restructure and effect improvements in the operations of an Investee. The activity of identifying and implementing restructuring programs and operating improvements at businesses entails a high degree of uncertainty. There can be no assurance that the Company will be able to successfully identify and implement such restructuring programs or improvements.

Shareholders Are Not Entitled to Vote on the Company's Proposed Investments

Shareholders will not be afforded the opportunity to either approve or oppose an investment opportunity of the Company. Thus, the Company may consummate any such investment even if a majority of the holders of its outstanding equity securities do not favour the particular investment.

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Long-Term Nature of Investments

An investment in Shares requires a long-term commitment with no certainty of return. Most significant investments to be made by the Company are not expected to generate current income. Therefore, the return of capital to the Company and the realization of gains, if any, from the Company's investments will generally occur only upon the partial or complete realization or disposition of such investment. While an investment of the Company may be realized or disposed of at any time, it is generally expected that the ultimate realization or disposition of most of the Company's investments will not occur for a number of years after each such investment is made.

Market Fluctuations

The Company intends to invest in both private businesses and publicly traded businesses. With respect to publicly traded businesses, fluctuations in the market prices of such securities may negatively affect the value of such investments. In addition, general instability in the public securities markets may impede the ability of an Investee to sell new securities, or the ability of the Company to sell its securities held in an Investee, thereby limiting the Company's investment options with regard to a particular Investee.

Depending on market conditions, the Company may incur substantial realized and unrealized losses in future periods, all of which may materially adversely affect its results of operations and the value of the Company's Shares.

Pace of Completing Investments

The Company's business is to identify suitable investment opportunities, pursue such opportunities and consummate such investment opportunities. If the Company is unable to source and manage its investments effectively, it would adversely impact the Company's financial position and earnings. There can be no assurance as to the pace of finding and implementing investment opportunities. Conversely, there may only be a limited number of suitable investment opportunities at any given time. This may cause the Company to hold greater percentages of uninvested capital, for longer periods of time, than desired, which may adversely affect the Company's overall performance.

Minority Investments

The Company's current investments in GoldOn and SKRR Exploration are, and future investments in corporate Investees may be, minority equity investments. While the Company may participate in the management or otherwise seek to influence the business or affairs of the Investees, day-to-day operations will primarily be the responsibility of each Investee's management team and the Company may have a limited ability to influence such operations.

Ranking of the Company's Investments and Structural Subordination

The Company will invest in public and private equity securities and debt instruments. Equity positions typically rank last in terms of priority in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of an Investee. Debt investments may have, or may be permitted to allow, other debt that ranks equally with, or senior to, the debt in which the Company invests. By their terms, such debt

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instruments may entitle the holders to receive payment of interest or principal on or before the dates on which the Company is entitled to receive payments with respect to the debt instruments in which the Company invests. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of an Investee, holders of debt instruments ranking senior to the Company's investment in that Investee would typically be entitled to receive payment in full before the Company receives any distribution. After repaying such senior creditors, such Investee may not have any remaining assets to use to repay its obligation to the Company. In the case of debt ranking equally with debt instruments in which the Company invests, the Company would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the Investee.

Follow-On Investments

Following the initial investment in a business, the Company may be called upon to provide additional funds or have the opportunity to increase its investment in such business through the exercise of a warrant or other right to purchase securities or to fund additional investments through such business. There is no assurance that the Company will make follow-on investments or that the Company will have sufficient funds to make any such investment. Even if the Company has sufficient capital to make a desired follow-on investment, the Company may elect not to make such investment, as the Company may not want to increase its level of risk, the Company may prefer other opportunities, or the Company may be restricted from doing so under its investment guidelines. Any decision by the Company not to make follow-on investments or its inability to make such follow-on investments may have a negative impact on the Investee in need of such investment, may result in a missed opportunity for the Company to increase its participation in a successful operation or may reduce the expected return on the investment.

Failure to comply with laws, regulations and standards

Any changes to the existing regulatory framework or the imposition of new legislation or regulations applicable to the Company's investments and Investees in any jurisdiction in which the Company holds an investment may adversely affect the financial and operating performance of the applicable Investee, and the Company. For instance, cryptocurrency laws are constantly evolving and may be subject to quick and dramatic change as governments and regulatory bodies become more aware of it. Changes to government regulations, including those relating to taxes and other government licenses and levies, could significantly affect the financial condition of Investees, and thereby the Company. Regulatory reform could significantly delay, hamper or otherwise adversely impact the development of the cryptocurrency industry, as well as have a material adverse effect on Investees' business, results of operations, and financial condition. Although cryptocurrency is generally legal in most jurisdictions, certain countries have laws, regulations or guidelines which preclude the commercial growth of the industry.

Exposure to Investment Portfolio Risks

Given the nature of the Company's investment activities, the results of operations and financial condition of the Company will be dependent upon the financial condition and performance of the Investees. The performance of these businesses can be affected by the general market conditions that affect a particular sector and by specific factors which impact the underlying businesses.

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Private Issuers and Illiquid Securities

The Company intends to invest in securities of private issuers. The value of these investments, when made, may be affected by factors such as investor demand, resale restrictions, general market trends and regulatory restrictions. Fluctuation in the market value of such investments may occur for a number of reasons beyond the control of the Company and there is no assurance that an adequate market will exist for investments made by the Company, such that the Company may experience difficulty in exiting investment positions on favourable terms or at all. Investments made by the Company may be relatively illiquid and may decline in price if a significant number of such investments are offered for sale by the Company or other investors.

Due Diligence and Conduct of Potential Investment Entities

Before making investments, the Company will typically conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, environmental and legal issues.

Outside consultants, legal advisors, accountants, investment banks and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment. Such involvement of third party advisers or consultants may present a number of risks primarily relating to the Company's reduced control of the functions that are outsourced. In addition, if the Company is unable to timely engage third-party providers, its ability to evaluate and acquire more complex targets could be adversely affected. When conducting due diligence and making an assessment regarding an investment, the Company will rely on the resources available to it, including publicly available information, information provided by the potential Investee and, in some circumstances, third-party investigations. The due diligence investigation that the Company carries out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in the investment being successful. There can be no assurance that attempts to provide downside protection with respect to investments will achieve their desired effect and potential investors should regard an investment in the Company as being speculative and having a high degree of risk.

In addition, when assessing an investment opportunity for the Company, investment analyses and decisions by the Company may be undertaken on an expedited basis in order to take advantage of what it perceives to be short-lived investment opportunities. In such cases, the available information at the time of an investment may be limited, inaccurate or incomplete.

There can be no assurance that the Company will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due diligence phase or during its efforts to monitor the investment on an ongoing basis. In the event of fraud by any Investee, the Company may suffer a partial or total loss of capital invested in that business. An additional concern is the possibility of material misrepresentation or omission on the part of the Investee. Such inaccuracy or incompleteness may adversely affect the value of the Company's securities and/or instruments in such business. The Company will rely upon the accuracy and completeness of representations made by the Investee in the due diligence process to the extent reasonable when it makes its investments, but cannot guarantee such accuracy or completeness. As a result, there can be no assurance that the due diligence investigations carried out by the Company will reveal or highlight all relevant facts that may be

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necessary or helpful in evaluating investment opportunities. Any failure to identify relevant facts may result in inappropriate investment decisions, which may have a material adverse effect on the value of any investment in the Company.

Unknown Merits and Risks of Future Investments

Although the Company's officers and directors endeavour to evaluate the risks inherent in a particular investment, there can be no assurance that the Company will properly ascertain or assess all of the significant risks. Furthermore, some of these risks may be outside of the Company's control and leave the Company with no ability to control or reduce the chances that those risks will adversely impact an Investment.

Illiquidity of Investments

Some of the investments of the Company are expected to be in private businesses and, in turn, highly illiquid. Accordingly, there can be no assurance that the Company will be able to realize on its investments in a timely manner or at all, which may also make the Investees and the Company difficult to accurately value. Illiquidity may result from the absence of an established market for the investments as well as legal or contractual restrictions on their resale. In addition, private equity investments by their nature are often difficult and time consuming to liquidate. If the Company is required to liquidate all or a portion of its portfolio investments quickly, it may realize significantly less than the value at which the Company previously recorded such investments.

Furthermore, it is possible that unlisted Investees in which the Company invests will consider having their securities listed on an overseas stock exchange, as a means of creating liquidity for its investors. However, there can be no assurance that the listing of these securities will provide a viable exit mechanism, as these securities may experience low trading volumes and a low market capitalization at the time of intended disposal. Further, applicable regulations may impose a lock-in period on promoters' holdings in businesses seeking listing through initial public offerings, which would reduce secondary market liquidity. Although the Company would generally endeavour to avoid or minimize such lock-in restrictions on its shareholdings in Investees, there can be no assurance that it will be able to do so.

Competition for Investments

There is the possibility that the Company will face intense competition from numerous other investment companies, some of which can be expected to have longer operating histories, more financial resources and more technical, finance and investment experience than the Company. Increased competition by larger and better financed competitors could materially and adversely affect the Company's ability to acquire viable Investments. To remain competitive, the Company will require a continued high level of investment in, among other things, research, market analysis and key personnel. The Company may not have sufficient resources to maintain its operations on a competitive basis, which could materially and adversely affect the business, financial condition and results of operations of the Company.

Additionally, the Company will compete with other commodity funds, hedge funds, and institutional investors. Increased competition can drive up commodity prices when buying or reduce liquidity when selling. More established or larger commodity-focused entities may have preferential access to prime

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investment opportunities, placing the Company at a competitive disadvantage.

Valuation Methodologies

For purposes of IFRS-compliant financial reporting, the Company's financial assets and liabilities will be valued in accordance with IFRS. Accordingly, the Company is required to follow a specific framework for measuring the fair value of its assets and liabilities and, in its audited financial statements, to provide certain disclosures regarding the use of fair value measurements.

The fair value measurement accounting guidance establishes a hierarchical disclosure framework that ranks the observability of market inputs used in measuring financial instruments at fair value. The observability of inputs depends on a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a high degree of market price observability and less judgment applied in determining fair value.

A portion of the Company's investments in the future may be in the form of securities that are not publicly traded. The fair value of securities and other investments that are not publicly traded may not be readily determinable. As applicable and when the time comes, the Company will value these securities quarterly at fair value as determined in good faith by the Board. The Company may utilize the services of an independent valuation firm to aid it in determining the fair value of these securities. The types of factors that may be considered in fair value pricing of the Company's investments include the nature and realizable value of any collateral, the Investee's ability to make payments and its earnings, the markets in which the Investee does business, comparison to publicly traded companies, discounted cash flow and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, such valuations may fluctuate over short periods of time and may be based on estimates, and the Company's determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. The value of the Company's total assets could be materially adversely affected if the Company's determinations regarding the fair value of its future investments were materially higher than the values that it ultimately realizes upon the disposition of such securities.

The value of the Company's investment portfolio may also be affected by changes in accounting standards, policies or practices. From time to time, the Company may be required to adopt new or revised accounting standards or guidance. It is possible that future accounting standards that the Company is required to adopt could change the valuation of the Company's assets and liabilities.

Due to a wide variety of market factors and the nature of certain securities to be held by the Company, there is no guarantee that the value determined by the Company or any third-party valuation agents will represent the value that will be realized by the Company on the eventual disposition of the investment or that would, in fact, be realized upon an immediate disposition of the investment. Moreover, the valuations to be performed by the Company or any third-party valuation agents are inherently different from the valuation of the Company's securities that would be performed if the Company were forced to liquidate all or a significant portion of its securities, which liquidation valuation could be materially lower.

Cybersecurity risk and network security

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The Company's, GoldOn's and SKRR Exploration's operations (and any future Investee's operations) will rely on the secure processing, storage and transmission of confidential and other information in computer systems and networks. While protective measures may be taken, computer systems, sensitive data, software and networks may be vulnerable to cyber-attacks, unauthorized access, computer viruses or other malicious code and events that could have a security impact. The Company relies on third party information technology vendors and there is the risk that third parties could expose it to cybersecurity breaches. If one or more of these events occur, this could potentially jeopardize the Company's or an Investee's confidential and other personal information processed and stored in, and transmitted through, computer systems and networks, or otherwise cause interruptions or malfunctions in their operations. The Company, GoldOn, SKRR Exploration and/or a future Investee may be required to expend significant additional resources to modify protective measures or to investigate and remediate vulnerabilities or other exposures. As a result, the Company, GoldOn, SKRR Exploration and/or any future Investee may be subject to financial losses, litigation or liability for failure to comply with privacy and regulations. These all may lead to reputational harm affecting investor confidence. A cyber attack could also compromise any proprietary, confidential or sensitive information or systems that the Company, GoldOn, SKRR Exploration or a future Investee maintains for the purpose of competitive advantage and such a compromise could lead to lost revenues while it attempts to recover or replace the lost information or systems.

Risks related to Insurance

The business of GoldOn and SKRR Exploration and the businesses of any corporate Investees that the Company may invest into in the future may be subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to the properties of corporate Investees or the properties of others, delays in development or mining, monetary losses and possible legal liability. The corporate Investees may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration is not generally available to corporate Investees on affordable and acceptable terms. Corporate Investees might also become subject to liability for pollution or other hazards which may not be insured against, or which corporate Investees may elect not to insure against because of premium costs or other reasons. Losses from these events may cause corporate Investees to incur significant costs that could have a material adverse effect upon its financial condition and results of operations, thereby negatively impacting the Company's investments in any corporate Investees.

Investing in Leveraged Businesses

The Company may invest in highly leveraged businesses which may involve a high degree of risk and may increase the exposure of the Company to adverse economic factors, such as downturns in the economy or deteriorations in the condition of the Investee or the Target Area in which the Investee is involved in. In the event that any Investee cannot generate adequate cash flow to meet its debt service obligations, the Company may suffer a partial or total loss of capital invested in such business. Such an occurrence may materially adversely affect the Company's return on its

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investment.

Risks Relating to Investments in Digital Assets

Availability and/or cost of electricity

The Company does not anticipate any material risk associated with electricity use or availability. Currently, the Company's digital asset holdings consist solely of XRP, which is a digital asset that uses a unique consensus protocol that makes it significantly more energy-efficient than first-generation cryptocurrencies, such as Bitcoin, traditionally responsible for excessive electricity use in the crypto space.⁴⁷ Industry scholars have asserted that the digital ledger technology underlying XRP uses about as much electricity as it costs to run an email server.⁴⁸ Although the Company does not currently anticipate any future material risk associated with decreased mining rewards for a particular crypto asset, the Company will reassess its exposure to this risk in the event that the Company expands into other well-known cryptocurrencies in the future.

Volatility of cryptocurrency markets

The markets for cryptocurrencies have experienced much larger fluctuations than other markets, and there can be no assurances that erratic swings in price will slow in the future. In the event that the price of cryptocurrency declines, the value of an investment in the Company could also decline. Several factors may affect the price and volatility of cryptocurrency including, but not limited to: (i) global cryptocurrency demand, depending on the acceptance of cryptocurrency by retail merchants and commercial businesses; (ii) the perception that the use and holding of cryptocurrency is safe and secure, and the related lack of or inconsistency in regulatory restrictions, particularly across various jurisdictions; (iii) conversely, heightened regulatory measures restricting the use of cryptocurrency as a form of payment or the purchase of cryptocurrency; (iv) investor's expectations with respect to the rate of inflation; (v) interest rates; (vi) currency exchange rates, including exchange rates between cryptocurrency and fiat currency; (vii) fiat currency withdrawal and deposit policies on cryptocurrency exchanges and liquidity on such cryptocurrency exchanges; (viii) interruption of services or failures of major cryptocurrency exchanges; (ix) general governmental monetary policies, including trade restrictions, currency revaluations; (x) global or regional political, economic or financial events and situations, including increased threat or terrorist activities; and/or (xi) self-fulfilling expectations of changes in the cryptocurrency market. As well, momentum pricing is typically associated with assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. Momentum pricing of cryptocurrency may result in speculation regarding future appreciation in the value of cryptocurrency. As a result, changing investor confidence could adversely affect investments in the Company.

Decreased rewards for mining a particular crypto asset

⁴⁷ Monica Long, Ripple Labs, Leading the Way on Global Crypto and FinTech Sustainability, September 30, 2020
⁴⁸ Mary C Lacity & Steven C. Lupien, Blockchain Fundamentals for Web 3.0., 2022, pages 231–235

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The Company does not anticipate any material risk associated with decreased rewards for mining a particular crypto asset. Currently, the Company's digital asset holdings consist solely of XRP. In contrast to first-generation cryptocurrencies, such as Bitcoin, that rely on mining to generate new tokens, XRP uses a unique consensus protocol that does not involve mining. Rather, there is a fixed supply of 100 billion XRP tokens and no new tokens can be created. Therefore, there are no mining rewards associated with XRP. Although the Company does not currently anticipate any future material risk associated with decreased mining rewards for a particular crypto asset, the Company will reassess its exposure to this risk in the event that the Company expands into other well-known cryptocurrencies in the future.

Cryptocurrency loss, theft or restriction on access

There is a risk that some or all of the cryptocurrencies that Coinsquare and its sub-custodians hold from time to time could be lost or stolen. Access to the Company's cryptocurrencies through Coinsquare and its sub-custodians from time to time could also be restricted by cybercrime (such as a denial of service attack) against the custodian or sub-custodian which holds cryptocurrencies for the Company. Any of these events may adversely affect the Company's operations and, consequently, the Company's investments and profitability.

Cryptocurrencies are controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which the cryptocurrencies are held, which wallet's public key or address is reflected in the network's public blockchain. The Company's cryptocurrencies will be held in custodial wallets provided by Coinsquare and its sub-custodians. Coinsquare and its sub-custodians will hold the private keys required to access the Company's cryptocurrencies and will be responsible for safeguarding the private keys relating to such digital wallets. To the extent such private keys are lost, destroyed or otherwise compromised, the Company will be unable to access the cryptocurrencies held by Coinsquare and its sub-custodians from time to time and such private keys will not be capable of being restored by any network. Any loss of private keys relating to digital wallets used to hold the Company's cryptocurrencies from time to time would have a material adverse effect on the Company's ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on the Company's business, prospects or operations and potentially the value of any cryptocurrencies held by Coinsquare and its sub-custodians.

Third parties

Currently, all of the Company's digital assets are held in custody by Coinsquare, which may be prone to losses arising out of hacking, loss of passwords, compromised access credentials, malware or cyberattacks. Coinsquare holds 97.5% of its clients' digital assets in "cold storage", there could be a delay in retrieving such digital assets. The Company may also incur costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian or sub-custodian could materially and adversely affect the Company's investment and trading strategies, the value of its crypto assets and the value of any investment in the Company.

Risks related to Insurance

Coinsquare's Sub-Custodians Coinbase Custody, Tetra Trust Company and BitGo Trust Company have a combined US$580 million in insurance. Additionally, Coinsquare maintains Vault Risk insurance beyond

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those of its custodians that covers risks related to the cold storage of its clients' crypto assets. As a CIRO member firm, the cash held in Coinsquare's client accounts is insured against insolvency by the Canadian Investor Protection Fund (CIPF). If Coinsquare becomes insolvent, CIPF will cover any shortfall of cash held in client accounts up to $1 million per account. However, this may be insufficient to provide adequate insurance coverage for the Company crypto assets.

The Company may become subject to liability for risks against which it is uninsurable or against which the Company may opt out of insuring due to the high cost of insurance premiums or other factors. The payment of any such liabilities would reduce the funds available for usual business activities. Payment of liabilities for which insurance is not carried may have a material adverse effect on the Company's financial position and operations.

The occurrence of an event that is not covered or not fully covered by insurance could materially and adversely affect the Company's investment, the value of its crypto assets and the value of any investment in the Company.

Inherent instability of the cryptocurrency market

The further development and acceptance of the cryptocurrency industry is subject to a variety of factors that are difficult to anticipate and evaluate. The use of cryptocurrency to buy and sell goods and services, among other things, is a new and rapidly evolving industry. There is no assurance that cryptocurrency will become a leading means of digital payment. Any slowing or stopping of the development in the acceptance of cryptocurrency may adversely affect the Company's Investments and thereby adversely affect an investment in the Company. For a number of reasons, including for example, the lack of recognized security technologies, inefficient processing of payment transactions, problems in the handling of warranty claims, limited user-friendliness, inconsistent quality, and lack of clear universally applicable regulation as well as uncertainties regarding proprietary rights and other legal issues, cryptocurrency activities may in fact prove in the long run to be an unprofitable means for businesses. Factors affecting the further development of the cryptocurrency industry include: (i) continued worldwide growth in the adoption and use of cryptocurrency; (ii) government and quasi-government regulation of cryptocurrency and their use, or restrictions on or regulation of access to and operation of cryptocurrency systems; (iii) changes in consumer demographics and public tastes and preferences; (iv) the availability and popularity of other forms or methods of buying and selling goods and services; and (v) the regulatory environment and general economic conditions and the regulatory environment related to cryptocurrency. A decline in the popularity or acceptance of cryptocurrency would harm the business and Investments of the Company.

Lack of regulation of cryptocurrency market

Cryptocurrency exchanges are largely unregulated. Over the past several years, several cryptocurrency exchanges have been closed due to fraud, failure or security breaches. In many of these instances, the customers of such cryptocurrency exchanges were not compensated or made whole for the partial or complete losses of their account balances in such cryptocurrency exchanges. The closure or temporary shutdown of cryptocurrency exchanges due to fraud, business failure, hackers or malware, or government mandated regulation may reduce confidence in cryptocurrency. These potential consequences could adversely affect the value of the Company's investments in cryptocurrency and the Company's ability to exchange cryptocurrency for other forms of liquid capital.

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Exposure to hacking

Cryptocurrency trading platforms, or the Company's digital wallets may be hacked. Access to the Company's crypto assets, maintained in a hosted online wallet, could also be restricted by cybercrime. Any of these events may adversely affect the operations of the Company and, consequently, its business and profitability. The loss or destruction of a private key required to access the Company's digital wallets may be irreversible. Any loss of access to its private keys or its experience of a data loss relating to the Company's digital wallets could adversely affect its business. To the extent such private keys are lost, destroyed or otherwise compromised, the Company will be unable to access its cryptocurrency investments, and such private keys will not be capable of being restored by the network. Any loss of private keys relating to digital wallets used to store the Company's cryptocurrency could adversely affect its business and profitability.

Banking regulations

A number of companies that are involved in cryptocurrency have been unable to find banks that are willing to provide them with bank accounts and banking services. Similarly, a number of such companies have had their existing bank accounts closed by their banks. Banks may refuse to provide bank accounts and other banking services to cryptocurrency-related companies or companies that accept cryptocurrencies for a number of reasons, such as perceived compliance risks or costs. The difficulty that many businesses that are involved with cryptocurrency have and may continue to have in finding banks willing to provide them with bank accounts and other banking services may be currently decreasing the usefulness of cryptocurrencies as a payment system and harming public perception of cryptocurrencies or could decrease its usefulness and harm its public perception in the future. Similarly, the usefulness of cryptocurrencies as a payment system and the public perception of cryptocurrencies could be damaged if banks were to close the accounts of many or of a few key businesses involved in cryptocurrency. This overall negative impact on cryptocurrency could impact the Company's Investments in the same and concurrently, the inability of the Company to maintain a bank account because it invests in cryptocurrencies could have a negative impact on its business.

Irrevocability of Digital Asset Transactions

Digital asset transactions are not reversible without the consent and active participation of the recipient of the transaction. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of digital assets will not be reversible. To the extent that the Company is unable to effect a corrective transaction with a third party, or is incapable of identifying the recipient of its digital asset through error or theft, the Company will not be able to revert or otherwise recover any incorrectly transferred digital assets, or to convert or recover digital assets transferred to uncontrolled accounts.

Investing in XRP

In contrast to other blockchain protocols that are fully decentralized, XRP's development and governance are significantly influenced by Ripple Labs, which controls a significant portion of the validators and nodes on the digital ledger that XRP uses. Ripple Lab's decision-making authority could impact network stability, economic incentives, or technical direction in ways that may not align with the interests of all stakeholders. Any material changes initiated by Ripple, including governance proposals, tokenomics adjustments, or network upgrades, could affect the Company's investments in XRP and the

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value of its XRP assets. The Company continues to monitor governance developments and assess potential risks to its operations.

Furthermore, Ripple Labs holds a significant portion of the total supply of XRP.⁴⁹ This has raised concerns about the potential for centralization and market manipulation. Ripple has a vested interest in the value and adoption of XRP, as a large portion of its holdings impacts the company's financial position.

The company has occasionally sold portions of its XRP holdings to fund its operations and growth, which can impact the market supply and, consequently, the price of XRP. The Company continues to monitor the potential for centralization and market manipulation and assess potential risks to its operations.

In December 2020, the U.S. Securities and Exchange Commission (SEC) charged Ripple Labs with conducting a US$1.3 billion unregistered securities offering.⁵⁰ Although a 2023 court ruling found that XRP was not a security in certain contexts,⁵¹ regulatory challenges persist and the SEC's case against Ripple remains ongoing. Any regulatory sanctions or challenges faced by Ripple could affect the Company's investments in XRP and the value of its XRP assets. The Company continues to monitor regulatory developments and assess potential risks to its operations.

In late 2021, the XRP network experienced issues when two nodes, maintained by Ripple Labs, were pushed out of sync with the rest of the network due to airdrop spam. The two affected nodes were revealed to be shouldering too much of the load of maintaining the XRP ledger. A few days after this initial issue, another bug had forced nodes verifying XRP's full history to reboot, which caused about 20 minutes of downtime.⁴ It's important for investors to be aware of historical issues when evaluating XRP.⁵²

Failure of cryptocurrency exchanges

The Company is not acting and will not act as an exchange, is not offering and will not offer coins or tokens, nor is it acting nor will it act as a platform that facilitates the trading of crypto assets that are securities or instruments or contracts involving crypto assets. When cryptocurrency exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, such events could result in a reduction in cryptocurrency prices or confidence and impact the Company's business and have a material adverse effect on the Company's ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on the business, prospects and operations of the Company.

Cryptocurrency market prices depend, directly or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared to established, regulated exchanges for securities, commodities or currencies. For example, during the past four years, a number of cryptocurrency exchanges have closed due to fraud, business failure or security breaches.

⁴⁹ Aan Satoshi, Binance, Who Are the Top 10 Holders of XRP, and What Does It Mean for the Market?, December 10, 2024
⁵⁰ U.S. Securities and Exchange Commission, SEC Charges Ripple and Two Executives with Conducting $1.3 Billion Unregistered Securities Offering, December 22, 2020
⁵¹ Southern District of New York Public Records, Decision: US SEC vs Ripple Labs, July 13, 2023,
⁵² Coinsquare, Crypto Asset Statement - XRP

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In early 2019, the QuadrigaCX trading platform (“Quadriga”) ceased operations, which the Ontario Securities Commission attributed largely to fraudulent activity of its co-founder and CEO, Gerald Cotton. Quadriga subsequently filed for creditor protection. Clients of Quadriga were owed approximately an aggregate of $215 million and only approximately $46 million was recovered to pay such clients. In November 2022, the FTX Exchange (“FTX”) trading platform filed for Chapter 11 bankruptcy protection in the United States.

The collapse of FTX meant the company was unable to pay $8 billion in liabilities to as many as 1 million creditors, leaving many investors with no recourse to get their money back. The former CEO of FTX, Sam Bankman-Fried, was indicted in New York on multiple counts of securities fraud and money laundering. The size and scope of these events, combined with the underlying fraudulent and criminal activity, has caused cryptocurrency and other digital asset values to decline, increased hesitancy among investors to invest in cryptocurrencies, and increased the regulatory scrutiny of companies affiliated with cryptocurrencies. The fallout from these events, and the possibility of similar events occurring in the future, would have a material adverse effect on the business, prospects, or operations of the Company and potentially the value of any cryptocurrencies held by Coinsquare and its sub-custodians.

While smaller exchanges are less likely to have the infrastructure and capitalization that may provide larger exchanges with some stability, larger exchanges may be more likely to be appealing targets for hackers and “malware” (i.e., software used or programmed by attackers to disrupt computer operation, gather sensitive information or gain access to private computer systems) and may be more likely to be targets of regulatory enforcement action. In the event the Company faces fraud, security failures, operational issues or similar events such factors would have a material adverse effect on the Company’s ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on the business, prospects and operations of the Company.

There is also no guarantee that when the Company or a custodian attempts to convert cryptocurrencies to fiat currencies on an exchange platform that a corresponding buy order for such cryptocurrency will be available at any given time. This could result in the Company being unable to convert its cryptocurrency into fiat currency at a desired conversion rate, or at all, and would have a material adverse effect on the business, prospects, or operations of the Company and potentially the value of any cryptocurrencies held by Coinsquare and its sub-custodians.

Cybersecurity

The Company relies on digital and internet technologies, including reliance on information technology to process, transmit and store sensitive and confidential data, including personally identifiable information, and proprietary and confidential business performance data. As a result, the Company and/or its investors are exposed to risks related to cybersecurity. Such risks may include unauthorized access, use, or disclosure of sensitive information (including confidential private information), corruption or destruction of data, or operational disruption resulting from system impairment (e.g., malware).

The Company’s ongoing risk and exposure to these matters is partially attributable to the evolving nature of these threats. As a result, cybersecurity and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage, malfunction, human error, technological error or unauthorized access is a priority. As cyber threats continue to evolve, the Company may be required to expend additional resources to

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continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

As with any computer code generally, flaws in cryptocurrency codes of the Company's custodians may be exposed by malicious actors. To date, several hackings of third-party custodians have become public knowledge whereby hackers have exploited security vulnerabilities in computer code used by cryptocurrency exchanges, digital wallets and companies that hold cryptocurrency to steal the equivalent of hundreds of millions of dollars based on current exchange rates. Such events would have a material adverse effect on the Company's ability to continue as a going concern, which would have a material adverse effect on the Company's business, prospects or operations and potentially the value of any digital assets held by Coinsquare and its sub-custodians.

Acceptance of cryptocurrency

Currently, there is a relatively small use of other cryptocurrencies in the retail and commercial marketplace for goods or services. In comparison there is relatively large use by speculators contributing to price volatility. The relative lack of acceptance of cryptocurrencies in the retail and commercial marketplace limits the ability of end-users to use them to pay for goods and services. Such lack of acceptance or decline in acceptances would have a material adverse effect on the Company's ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on the Company's business, prospects or operations and potentially the value of any cryptocurrencies held by Coinsquare and its sub-custodians.

Cryptocurrency regulatory changes

As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies, with certain governments deeming them illegal while others have allowed their use and trade. Governments may in the future curtail or outlaw the acquisition, use or redemption of cryptocurrencies. Ownership of, holding or trading in cryptocurrencies may then be considered illegal and subject to sanction. Governments may also take regulatory action that may increase the cost and/or subject cryptocurrency companies to additional regulation. The effect of any future regulatory change on the Company's business or any cryptocurrency that may impact the Company's business is impossible to predict, but such change could be substantial and would have a material adverse effect on the business, prospects and operations of the Company. Governments may in the future take regulatory actions that prohibit or severely restrict the right to acquire, own, hold, sell, use or trade cryptocurrencies or to exchange cryptocurrencies for fiat currency. Similar actions by governments or regulatory bodies could result in restriction of the acquisition, ownership, holding, selling, use or trading in the Company's securities. Such a restriction could have a material adverse effect on the Company's ability to continue as a going concern or to pursue this segment at all or raise new capital, which would have a material adverse effect on the business, prospects or operations of the Company and could harm investors in the Company's securities. Ongoing and future regulatory actions and regulatory change related to the Company's business or cryptocurrencies may impact its ability to continue to operate and such actions could affect the Company's ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on the business, prospects or operations of the Company. Current and future legislation and rulemaking and other regulatory developments, including interpretations released by a regulatory authority, may impact the manner in which cryptocurrencies are viewed and regulated or treated for classification and clearing purposes. The Company cannot be certain as to how future regulatory developments will impact the treatment of

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cryptocurrencies under the law. If the Company determines not to comply with such additional regulatory and registration requirements, the Company may seek to cease certain of its operations or be subjected to fines, penalties and other governmental action. Any such action may adversely affect an investment in the Company as well as its ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on the Company's business, prospects or operations and potentially the value of any cryptocurrencies held by the Company's custodians and sub-custodians.

Uncertain future of cryptographic and algorithmic protocols

The use of cryptocurrencies to, among other things, buy and sell goods and services and complete transactions, is part of a new and rapidly evolving industry that employs digital assets based upon a computer-generated mathematical and/or cryptographic protocol. The growth of this industry in general, and the use of cryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may occur and is unpredictable.

The factors include, but are not limited to:

continued worldwide growth in the adoption and use of cryptocurrencies;
governmental and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the network or similar cryptocurrency systems;
changes in consumer demographics and public tastes and preferences;
the maintenance and development of the open-source software protocol of the network;
the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;
general economic conditions and the regulatory environment relating to digital assets; and
negative consumer sentiment and perception of cryptocurrencies generally.

Such events would have a material adverse effect on the Company's ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on the business, prospects or operations of Anonymous Intelligence and potentially the value of any cryptocurrencies held by the Coinsquare and its sub-custodians and could harm investors in the Company's securities.

Political or economic risks

As an alternative to fiat currencies that are backed by central governments, digital assets, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of buying and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of cryptocurrencies either globally or locally. Large-scale sales of cryptocurrencies would result in a reduction in their value and could adversely affect the Company. Such circumstances would have a material adverse effect on the Company's ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on the Company's business, prospects or operations and potentially the value of any cryptocurrencies held by the Company's custodians and sub-custodians and could harm investors.

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Illegality

As cryptocurrencies and other digital assets regulations continue to develop in most countries, one or more countries such as China and Russia may take regulatory actions in the future that could severely restrict the right to acquire, own, hold, sell or use these digital assets or to exchange for fiat currency. Such restrictions may adversely affect the Company and on the Company's ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on the Company's business, prospects or operations and potentially the value of any cryptocurrencies held by Coinsquare and its sub-custodians.

Lack of liquidity

Digital assets that are represented and trade on a ledger-based platform may not necessarily benefit from viable trading markets. Stock exchanges have listing requirements and vet issuers, requiring them to be subjected to rigorous listing standards and rules and monitoring investors transacting on such platform for fraud and other improprieties.

These conditions may not necessarily be replicated on a distributed ledger platform, depending on the platform's controls and other policies. The more lax a distributed ledger platform is about vetting issuers of digital assets or users that transact on the platform, the higher the potential risk for fraud or the manipulation of digital assets. These factors may decrease liquidity or volume, or increase volatility of digital assets trading on a ledger-based system, which may adversely affect the Company. Such circumstances would have a material adverse effect on the Company's ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on the Company's business, prospects or operations and potentially the value of any cryptocurrencies held by Coinsquare and its sub-custodians, and could harm investors.

Risks Relating to Investments in Hard Commodities

Commodity Prices

The development and success of any investment of the Company in Investees and corporate Investees in the hard commodities industry will be primarily dependent on the future prices of gold, silver, copper, crude oil, gasoline, natural gas, ethanol and other metals, minerals and energy commodities. The prices of these metals, minerals and energy commodities are subject to significant fluctuations and are affected by a number of factors which are beyond the control of the Company. Such factors include, but are not limited to, interest rates, exchange rates, inflation or deflation, fluctuations in the value of the Canadian dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of major countries that produce these metals. Additionally, changes in production levels, new resource discoveries, technological advancements in extraction, and shifts in industrial demand can cause rapid swings in commodity prices. Further, many commodities do not produce yield or dividend income. Investment returns depend solely on price appreciation, which can be speculative. Investor sentiment, momentum trading, and speculative behaviour can lead to rapid and sometimes irrational price movements unrelated to fundamentals. As commodity markets can experience rapid and substantial price movements, this could lead to large swings in the Company's net asset value and investors could lose part or all of their investment.

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Global Economic and Political Conditions

Economic downturns or recessions in major commodity-consuming regions (e.g. China, the United States) can reduce demand for hard commodities, adversely affecting the Company's returns. Additionally, political instability, changes in government policies, wars, trade sanctions and disputes can disrupt supply chains and impact commodity transportation, storage, and pricing. Further, amendments to regulations regarding mining, import/export restrictions, or tariffs can significantly affect the Company's access to certain commodities or markets.

Liquidity and Marketability of Holdings

Certain commodities, especially niche or less common metals, may have low trading volumes, leading to potential illiquidity or wide bid-ask spreads. This may limit the Company's ability to sell positions at desired times or prices. Where the Company invests in physical commodities (e.g. bullion), storage, transportation, and insurance costs and logistics can pose additional risks, including security concerns and potential liquidity constraints if quick sales are required.

Concentration Risk

If the Company concentrates its investments in one or a few commodities, adverse developments affecting that commodity or sector could disproportionately impact the Company's portfolio. If investments are focused in a single region, political or economic disruptions in that region may have a greater adverse impact.

Regulatory and Legal Risks

Commodity markets are subject to significant regulation by securities, commodities, and futures authorities (e.g. Canadian Securities Administrators, U.S. CFTC). Non-compliance or changes in regulation could limit the Company's trading activities or increase costs. Changes in tax legislation or treatment of commodity investments (e.g. changes to capital gains rules, flow-through share structures, or withholding taxes on cross-border transactions) could adversely affect after-tax returns

Reliance on Third-Party Data and Research

Commodity price indices, geological reports, or third-party research may contain inaccuracies or become outdated, leading to suboptimal investment decisions. Commodity price forecasting is inherently uncertain. Over-reliance on particular models or analysts may expose the Company to undue risk.

Risks Relating to Investments in Entities in the Resource Sector

Portfolio Exposure

The Company's results of operations and financial condition are dependent upon the market value of the securities that comprise its portfolio. Market value can be reflective of the actual or anticipated operating results of the Company's portfolio companies and/or the general market conditions that affect the sectors in which it invests.

The Company intends to invest in Investees in the natural resource industry, with a focus on

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commodities, including gold, silver and copper. While these sectors have performed well recently, there are various factors which could have a negative impact on the Company's portfolio companies and thereby have an adverse affect on its business. Additionally, if the Company invests in small-cap businesses, which exhibit potential for growth and sustainable cash flows, those businesses may not ever mature or generate the expected returns or may require a number of years to do so. Junior mining exploration and development companies may never achieve commercial production. If the Company invests in these junior mining exploration and development companies, this may create an irregular pattern in the Company's revenues (if any) and an investment in its securities may only be suitable for investors who are prepared to hold their investment for a long period of time.

Macro factors such as fluctuations in commodity prices and global political and economical conditions could have an adverse effect on one or more sectors to which the Company is exposed, thereby negatively impacting one or more of its portfolio companies concurrently. Company-specific risks, such as the risks associated with mining operations generally, could have an adverse effect on one or more of the Company's portfolio companies at any point in time. Company-specific and industry-specific risks, which materially adversely affect the Company's portfolio investments, may have a materially adverse impact on its operating results.

Government Regulation, Permits and Licenses

The mineral exploration and potential development activities of corporate Investees are subject to various laws governing prospecting, mining, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail exploration, development or production of corporate Investees. Many of the mineral rights and interests of the corporate Investees are subject to government approvals, licenses and permits. Such approvals, licenses and permits are, as a practical matter, subject to the discretion of the applicable governments or governmental officials. No assurance can be given that the corporate Investees will be successful in maintaining any or all of the various approvals, licenses and permits in full force and effect without modification or revocation. To the extent such approvals are required and not obtained, the corporate Investees may be curtailed or prohibited from continuing or proceeding with planned exploration or development of mineral properties.

Where required, obtaining necessary permits and licenses can be a complex, time-consuming process and the corporate Investees cannot assure that required permits will be obtainable on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could stop or materially delay or restrict the corporate Investees from proceeding with the development of an exploration project or the operation or further development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in interruption or closure of exploration, development or mining operations or material fines, penalties or other liabilities. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of such mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or

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regulations. Amendments to current laws and regulations governing operations or more stringent implementation thereof could have a substantial adverse impact on corporate Investees and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in the development of new mining properties.

Exploration, Development and Operational Risk

The exploration for, and development of, mineral deposits involve significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties, which are explored, are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are the particular attributes of the deposit, such as size, grade and proximity to infrastructure, metal prices which are highly cyclical, and government regulations including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital in corporate Investees, which may negatively impact the Company's share price.

There is no certainty that the expenditures made by the corporate Investees towards the search for, and evaluation of, mineral deposits will result in discoveries of commercial quantities of ore. Mining operations generally involve a high degree of risk. Such operations are subject to all the hazards and risks normally encountered in the exploration for, and development and production of gold and other metals. Such hazards and risks include unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability.

Exploration Stage Operations

The operations of corporate Investees are subject to all of the risks normally incidental to the exploration for and the development and operation of mineral properties. The corporate Investees may become subject to liability for hazards against which it cannot insure or which it may elect not to insure against because of high premium costs or other reasons. The properties of corporate Investees may still be in the exploration stage. Mineral exploration and exploitation involve a high degree of risk, which may be unavoidable even with a combination of experience, knowledge and careful evaluation. The minerals business is characterized by long lead times from discovery to development, with few exploration projects successfully transitioning to the development stage. Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, explosions, tailings impoundment failures, cave-ins, landslides and the inability to obtain adequate machinery, equipment or labour are some of the risks involved in mineral exploration and exploitation activities. Substantial expenditures are required to establish mineral reserves and resources through drilling, to develop metallurgical processes to extract the metal from the material processed and to develop the mining and processing facilities and infrastructure at any site chosen for mining.

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There is no assurance that commercial quantities of ore will be discovered. Even if commercial quantities of ore are discovered, there is no assurance that the properties will be brought into commercial production or that the funds required to exploit mineral reserves and resources discovered by the corporate Investees will be obtained on a timely basis or at all. The commercial viability of a mineral deposit once discovered is also dependent on a number of factors, some of which are the particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as metal prices. Most of the above factors are beyond the control of the corporate Investees.

There can be no assurance that the corporate Investees' mineral exploration activities will be successful. In the event that such commercial viability is never attained, the corporate Investees may seek to transfer its property interests or otherwise realize value or may even be required to abandon its business and fail as a "going concern". The success or failure of the mineral exploration activities of corporate Investees that the Company choses to invest in will impact the value of its investment and the likelihood of realizing returns on such investment. If a corporate Investee becomes subject to any of the risks identified above, the value of the Company's investment in such corporate Investee, and the likelihood of ever realizing a profit, will likely decline.

Dependence on Mineral Exploration Projects

Any adverse development affecting the progress of the corporate Investees' exploration projects such as, but not limited to, obtaining financing on commercially suitable terms, hiring suitable personnel and contractors, or securing supply agreements on commercially suitable terms, may have a material adverse effect on the corporate Investees and their business or prospects.

Risks related to Insurance

The Company's current corporate Investees, GoldON and SKRR Exploration, and future corporate Investees in the mineral exploration industry may be subject to certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, caveins, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks and the Company's current and future corporate Investees may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company. The Company's current and future corporate Investees may become subject to liability for hazards against which it cannot insure or which it may elect not to insure against because of high premium costs or other reasons. Losses from these events may cause corporate Investees to incur significant costs that could have a material adverse effect upon its financial condition and results of operations, thereby negatively impacting the Company's investments in the corporate Investees.

Financial Markets

Corporate Investees are dependent on the equity markets as a source of operating working capital and the capital resources of corporate Investees are largely determined by the strength of the resource markets, by the status of the corporate Investees' projects in relation to these markets, and by the corporate Investees' ability to attract investor support for their projects.

There is no assurance that funding will be accessible to corporate Investees at the times and in the

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amounts required to fund the corporate Investees activities, as there are many circumstances that are beyond the control of the corporate Investees.

The success of the Company's investments in the resource sector is dependent on investor sentiment being positive towards the resource exploration business in general. Many factors influence investor sentiment, including a positive climate for resource exploration, the experience and caliber of a company's management and a company's track record in discovering or acquiring economically viable resources.

Environmental and Government Regulation

The resource industry is subject to various laws and regulations relating to the protection of the environment, historical and archaeological sites and endangered and protected species of plants and animals. There can be no assurance that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail the exploration or development activities of the corporate Investees.

Sensitivity to Macro-Economic Conditions

Due to the Company's focus on the resource industry, the success of the Company's investments is interconnected to the strength of the mining industry. The Company may be adversely affected by the falling share prices of the securities of corporate Investees as the Company's share price is directly and negatively affected by the estimated value of the Company's portfolio of investments. The Company may also be adversely affected by fluctuations in commodity prices, which may dictate the prices at which resource companies can sell their product. The planned participation and involvement of the Company's representatives with corporate Investees, the related demand on their time and the capital resources required of the Company may be expected to increase in the event of any weaknesses in the macro-economic conditions affecting these companies, as it would be expected that the Company would be required to expend increased time and efforts reviewing strategic alternatives and attracting any funding required for such corporate Investees. The factors affecting current macro-economic conditions are beyond the control of the Company.

Risks Related to the Company's Cannabis Business

Product Liability and Operations Insurance Coverage

As a distributor of products designed to be ingested or inhaled, the Company faces an inherent risk of exposure to product liability claims, regulatory action and litigation if its proposed products are alleged to have caused significant loss or injury. In addition, the manufacture and sale of cannabis products involve the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Previously unknown adverse reactions resulting from human consumption of cannabis products alone or in combination with other medications or substances could occur. The Company may be subject to various product liability claims, including, among others, that the proposed products produced by the Resulting Issuer caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against the Company could result in increased costs, could adversely affect the Resulting Issuer's reputation with consumers generally, and could have a material

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adverse effect on the business, financial condition and operating results of the Company. There can be no assurances that the Company will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of proposed products.

The Company has insurance to protect its assets and operations. While the Company believes its insurance coverage addresses all material risks to which it is exposed and is adequate and customary in its current state of operations, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which the Company is exposed. In addition, no assurance can be given that such insurance will be adequate to cover the Company's liabilities or will be generally available in the future or, if available, that premiums will be commercially justifiable. If the Company were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if the Company were to incur such liability at a time when it is not able to obtain liability insurance, its business, results of operations and financial condition could be materially adversely affected.

Change in Laws, Regulations and Guidelines

The Company's operations are subject to various laws, regulations and guidelines relating to the manufacture, management, packaging/labelling, advertising, sale, transportation, storage and disposal of cannabis but also including laws and regulations relating to drug, controlled substances, health and safety, the conduct of operations and the protection of the environment. While to the knowledge of management, other than routine corrections that may be required by Health Canada from time to time, the Company is currently in compliance with all such laws. Changes to such laws, regulations and guidelines due to matters beyond the control of the Company may cause adverse effects to its operations.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures or remedial actions. The Company may be required to compensate those suffering loss or damage by reason of its operations and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Government approvals and permits at all levels of government in Canada are currently, and may in the future, be required in connection with the Company's operations. To the extent such approvals are required and not obtained, the Company may be curtailed or prohibited from proceeding with the development of its operations as currently proposed. Amendments to current laws, regulations and permits governing the cannabis license application process, the cultivation, production and sale of cannabis, or more stringent implementation thereof, could have a material adverse impact on the Company.

Restrictions on Sales Activities

The cannabis industry is in its early development stage and restrictions on sales and marketing activities imposed by Health Canada, various medical associations, other governmental or quasi-governmental

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bodies or voluntary industry associations may adversely affect the Company's ability to conduct sales and marketing activities and could have a material adverse effect on the Company's business, operating results or financial condition.

Competition

As of the date of this Listing Statement, there are approximately 1016 cultivators, processors and sellers that hold a license issued by Health Canada under the Cannabis Regulations (as posted on Health Canada's website). The Company will face intense competition from other companies, some of which have longer operating histories and more financial resources and manufacturing and marketing experience. Increased competition by larger and better financed competitors could materially and adversely affect the proposed business, financial condition and results of operations of the Company. Because of the early stage of the industry in which the Company operates, the Company expects to face additional competition from new entrants. If the number of users of cannabis in Canada increases, the demand for products will increase and the Company expects that competition will become more intense, as current and future competitors begin to offer an increasing number of diversified products. To remain competitive, the Company will require a continued high level of investment in research and development, marketing, sales and customer support. The Company may not have sufficient resources to maintain research and development, marketing, sales and customer support efforts on a competitive basis which could materially and adversely affect the business, financial condition and results of operations of the Company.

Protection of Intellectual Property

In the future, the Company's success and ability to compete effectively may depend, in part, on its ability to maintain the proprietary nature of formulations and processes it creates, and the ability to secure and protect any patents, trade secrets, trademarks and other intellectual property rights either developed internally or acquired by the Company from time to time, and to operate without infringing on the proprietary rights of others or having third parties circumvent the rights that it owns or licenses. In the event that the Company's intellectual property rights were to be infringed by, disclosed to or independently developed by a competitor, enforcing a claim against such third party could be expensive and time-consuming and could divert management's attention from its business. In addition, the outcome of such proceedings is unpredictable. Any adverse outcome of such litigation or settlement of such a dispute could subject the Company to significant liabilities.

The Company's commercial success will also depend, in part, on operating its business without infringing the patents or proprietary rights of third parties. Third parties that believe the Company is infringing on their rights could bring actions against it claiming damages and seeking to enjoin the development, marketing and distribution of its products. If the Company becomes involved in any litigation, it could consume a substantial portion of its resources, regardless of the outcome of the litigation. If any of these actions are successful, the Company could be required to pay damages and/or to obtain a license to continue to develop or market its products, in which case it may be required to pay substantial royalties. However, any such license may not be available on terms acceptable to the Company or at all. Ultimately, the Company could be prevented from commercializing a product or forced to cease some aspect of its business operations because of intellectual property infringement claims, which would harm its business.

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Ability to Establish and Maintain Bank Accounts

While the Company does not anticipate any banking restrictions related to its operations at this time, there is a risk that banking institutions may decide not to provide banking services to entities operating in the cannabis industry. As a result, the Company may have limited or no access to banking or financial services, which would be make it difficult to operate and conduct its business as planned. In the event financial service providers do not accept accounts or transactions related to the cannabis industry, it is possible that the Company may be required to seek alternative banking and payment solutions. The Company's inability to manage such risks may adversely affect its operations and financial performance.

Client Acquisition and Retention

The Company's success will depend on its ability to attract and retain customers. There are many factors which could impact the Company's ability to attract and retain customers, including but not limited to the Company's ability to continually produce desirable and effective product, the successful implementation of the Company's branding and marketing and the continued growth in the aggregate number of customers selecting cannabis as a treatment or production option and other companies producing and supplying similar products. The Company's failure to acquire and retain customers would have a material adverse effect on the business, financial condition and operating results of the Company.

Transportation Risks

Due to the perishable nature of the Company's proposed products, the Company will depend on fast and efficient third-party transportation services to distribute its product. Any prolonged disruption of third-party transportation services could have an adverse effect on the financial condition and results of operations of the Company. Rising costs associated with the third-party transportation services which will be used by the Company to ship its proposed products may also adversely impact the business of the Company and its ability to operate profitably.

Commodity Price Risk

Cannabis is a developing market, likely subject to volatile and possibly declining prices year over year, as a result of increased competition. Because cannabis is a newly commercialized and regulated industry, historical price data is either not available or not predictive of future price levels. There may be downward pressure on the average price for cannabis and the Company has arranged its proposed business accordingly. However, there can be no assurance that price volatility will be favorable to the Company. Pricing will depend on general factors including, but not limited to, the number of licenses granted by Health Canada and the supply such licensees are able to generate. An adverse change in the cannabis prices, or in investors' beliefs about trends in those prices, could have a material adverse outcome on the Company and its securities.

Unfavorable Publicity or Consumer Perception

Management believes the cannabis industry is highly dependent upon consumer perception regarding the safety, efficacy and quality of the cannabis produced. Consumer perception of the Company's proposed products may be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of cannabis products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the cannabis market or any particular product, or consistent with earlier publicity. Future research reports, findings,

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regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for the Company's proposed products and the business, results of operations, financial condition and cash flows of the Company. The Company's dependence upon consumer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention or other publicity, whether or not accurate or with merit, could have a material adverse effect on the Company, the demand for the Company's proposed products, and the business, results of operations, financial condition and cash flows of the Company. Further, adverse publicity reports or other media attention regarding the safety, efficacy and quality of cannabis in general, or the Company's proposed products specifically, or associating the consumption of cannabis with illness or other negative effects or events, could have such a material adverse effect. Such adverse publicity reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers' failure to consume such products appropriately or as directed.

Product Recalls

Manufacturers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labeling disclosure. If any of the Company's proposed products are recalled due to an alleged product defect or for any other reason, the Company could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. The Company may lose a significant amount of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may require significant management attention. Although the Company intends to have detailed procedures in place for testing proposed finished products, there can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. Additionally, if one of the Company's proposed products were subject to recall, the image of that product and the Company could be harmed. A recall for any of the foregoing reasons could lead to decreased demand for products produced by the Company and could have a material adverse effect on the results of operations and financial condition of the Company. Additionally, product recalls may lead to increased scrutiny of the operations of the Company by Health Canada or other regulatory agencies, requiring further management attention and potential legal fees and other expenses.

PROMOTER

Brayden Sutton, Chief Executive Officer and a director of the Company, is also a promoter of the Company. Mr. Sutton has ownership and control of 17,037,500 Shares, and 2,837,500 Warrants, representing 12.85% of the issued and outstanding Shares on a non-diluted basis and 14.67% of the issued and outstanding Shares on a partially diluted basis (assuming the exercise of all Warrants held by Mr. Sutton) as of the date of this Listing Statement. Mr. Sutton does not receive any compensation in his capacity as a promoter, but he does receive compensation in his capacity as Chief Executive Officer and a director of the Company disclosed under the heading "Executive Compensation." Mr. Sutton does not beneficially own, directly or indirectly, or exercise control over, any voting or equity securities in The BC Bud Holdings Corp. No asset was acquired within the two years before the date of the Listing Statement

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or thereafter, or is to be acquired, by the Company or by The BC Bud Holdings Corp. from Mr. Sutton.

For further information regarding Mr. Sutton, please refer to disclosure under the heading "Directors and Executive Officers".

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

Legal Proceedings

As of the date of this Listing Statement, there are no legal proceedings the Company is or was a party to, or that any of its property is or was the subject of, since the beginning of the most recently completed financial year for which financial statements of the Company are included in this Listing Statement, and there are no such proceedings the Company knows to be contemplated.

Regulatory Actions

The Company has not been subject to any (i) penalties or sanctions imposed against it by a court relating to provincial or territorial securities legislation or by a securities regulatory authority within the three years immediately preceding the date thereof; (ii) other penalties or sanctions imposed by a court or regulatory body against the Company necessary for this Listing Statement to contain full, true and plain disclosure of all material facts relating to the securities being listed; or (iii) settlement agreements entered into before a court relating to provincial or territorial securities legislation or with a securities regulatory authority within the three years immediately preceding the date of this Listing Statement.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as described under "Directors and Officers - Conflicts of Interest", none of the following persons or companies had any material interest, direct or indirect, in any transaction within the most recently completed financial year of the Company or during the current financial year, that has materially affected or is reasonably expected to materially affect the Company:

(a) a director or executive officer of the Company;
(b) a person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10 percent of any class or series of the Company's outstanding voting securities; and
(c) an associate or affiliate of any of the persons or companies referred to in paragraphs (a) or (b) above.

AUDITORS, TRANSFER AGENT AND REGISTRARS

Transfer Agent and Registrar

The registrar and transfer agent of the Company shares is Endeavour Trust Corporation,

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702-777 Hornby Street, Vancouver, British Columbia, V6Z 1S4, Canada.

Auditor

The auditor of the Company is Davidson & Company LLP Chartered Professional Accountants, 1200-609 Granville Street, Vancouver, British Columbia, V7Y 1G6, Canada.

MATERIAL CONTRACTS

Except for contracts entered into in the ordinary course of business, the Company has not entered into any material contracts during the prior two years.

EXPERTS

Names of Experts

The following persons or companies whose profession or business gives authority to the report, valuation, statement or opinion made by the person or company named in this filing as having prepared or certified a report, valuation, statement or opinion:

Davidson & Company, auditor of the Company, who prepared the independent auditor's report on the Company's audited financial statements incorporated by reference in this filing, has informed the Company's audit committee that it is independent of the Company within the meaning of the code of professional conduct of the Chartered Professional Accountants of British Columbia.

Interest of Experts

None of the persons set out under the heading "Experts – Names of Experts" have held, received or are to receive any registered or beneficial interests, direct or indirect, in any securities or other property of the Company or of its associates or affiliates when such person prepared the report, valuation, statement or opinion aforementioned or thereafter.

OTHER MATERIAL FACTS

There are no other material facts about the securities of the Company that are not disclosed under any other items and are necessary in order for this Listing Statement to contain full, true and plain disclosure of all material facts relating to the securities of the Company.

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SCHEDULE "A" INVESTMENT POLICY

See attached.

A-2-

INVESTMENT POLICY

DIGITAL COMMODITIES CAPITAL CORP.

(the "Company")

General

The Company is a publicly traded investment company whose primary objective is to maximize shareholder value by investing its funds for purposes of generating returns from capital appreciation and investment income. It intends to accomplish these goals through the identification of and investment in digital and physical non-fiat assets, businesses and private and publicly listed entities ("Investee Entities" or an "Investee Entity") that are involved in high-growth industries, with a particular focus on hard commodities, cryptocurrencies and the resource sector (collectively, the "Target Areas"). Investments in digital and physical non-fiat assets will not exceed 25% of the total value of the Company's investments at any point in time.

Investments will be acquired and held for short-term gains, income generation, or long-term capital appreciation, dependent upon the specific investment. The paramount goal of the Company will be to generate maximum returns from its investments.

The Company has established an independent investment committee (the "Investment Committee") to oversee the identification, review and implementation of investments. The Company may also engage one or more investment managers or third party consultants to assist with identifying and executing upon investments, as well as monitoring investments over time.

While the Company's focus will be on making investments in digital and physical non-fiat assets and Investee Entities in the Target Areas, the actual composition of the Company's investment portfolio will vary over time depending on its assessment of a number of factors, including the performance of its investments, developments in underlying technologies, and risk assessment. Additionally, the Company may take advantage of special situations and other opportunities, as such opportunities arise, and make investments in other sectors which the Investment Committee identifies from time to time as offering particular value. However, in no event will investments in digital and physical non-fiat assets exceed 25% of the total value of the Company's investments at any point in time.

Investment Objectives

The principal investment objectives of the Company are as follows:

to create a high return on investments by offering exposure to non-fiat asset classes and investing in high growth Investment Entities, technologies and assets;
to provide shareholders with long-term capital growth;
to identify and trade the securities of undervalued public companies in sectors that

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generally benefit from inflationary and macroeconomic trends;

to use investments to hedge against inflation and fiat currency devaluation;
to identify early stage opportunities with attractive risk/reward ratios;
to preserve its capital and limit the downside risk of its capital;
to achieve a reasonable rate of capital appreciation;
to minimize the risk associated with each form of investment; and
to seek liquidity in its investments and seek to realize value from same in a prudent and orderly fashion.

Investment Strategy

To achieve the investment objectives as stated above, while mitigating risk, the Company, when appropriate, shall employ the following disciplines:

make strategic investments directly in a variety of securities or interests of Investee Entities operating in the Target Areas and assist such Investee Entities in early stage projects by providing financial support;
invest in emerging and prospering asset classes that hold intrinsic value or high speculative upside and thrive in debt-fueled, inflationary environments;
invest in enterprises and assets that have the potential to be commercially viable and have visibility toward high growth;
deploy capital into private placements and open market trading of Investee Entities the Target Areas;
obtain detailed knowledge of the relevant assets or Investee Entities in which the investment will be made;
seek to retain directors and management having specific industry expertise in the Target Areas;
maintain a flexible position with respect to the form of investment taken and may employ a wide range of investment instruments, including equity, bridge loans, secured loans, unsecured loans, convertible debentures, warrants and options, royalties, streaming investments, net profit interests and other hybrid instruments;
the Company's management will work closely with the management and board of directors of corporate Investee Entities, and in most cases, assist in sourcing experienced and qualified persons to add to the board and/or management of the corporate Investee Entities; which may, in certain circumstances, be a representative of the Company;

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the Company will actively review and monitor all of its investments on an ongoing basis. Investee Entities will be required to provide continuous disclosure of operations and financial status;
the Company will continually seek liquidity opportunities for its investments, with a view to optimizing the return on its investments; recognizing that no two investments will be alike in terms of the duration held or the best means of exiting an investment; and
the Company may utilize the services of both independent organizations and securities dealers to gain additional information on target investments where appropriate.

Investments may include:

digital assets, including digital currencies and cryptocurrencies, equity, debt, hard commodity investments, or the purchase of royalties or streams if applicable to the particular Investee Entity; provided that investments in digital and physical non-fiat assets will not exceed 25% of the total value of the Company's investments at any point in time.
acquisitions of Investee Entities, including companies, partnership interests, or joint venture interests with Investee Entities;
acquisition of a business or its assets, directly or via a wholly owned subsidiary and subsequent managing or assisting in developing the underlying business;
capital investment in private companies, and assistance in moving them to an acquisition or merger transaction with a larger company or to the public stage through initial public offering, reverse takeover or other liquidity event;
early stage equity investments in public companies believed to have favorable management and a business that generally benefits from inflationary and macroeconomic trends; and

Monitoring and Reporting

The Company's CFO shall be primarily responsible for the reporting process whereby the performance of each of the Company's investments is monitored. Quarterly financial and other progress reports shall be gathered from each Investee Entity, performance metrics related to cryptocurrencies adoption and liquidity will be prepared, and reports related to commodity price trends and macroeconomic factors will be created. These shall form the basis for a quarterly review of the Company's investment portfolio by the Investment Committee. Any deviations from expectation are to be investigated by the Investment Committee, and if deemed to be significant, reported to the Board. With public company investments, the Company is not likely to have any difficulty accessing financial information relevant to its investment. In the event the Company invests in private enterprises, it shall require a contractual right to be provided with timely access to all books and records it considers necessary to monitor and protect its investment in such private enterprises. A full report of the status and performance of the Company's investments is to be

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prepared by the Investment Committee and presented to the Board at the end of each fiscal year.

The Company will follow industry-best custodian and security practices to secure its digital asset investments.

Investment Restrictions

Principal Targets: Digital and physical non-fiat assets, businesses and private and publicly listed entities that are involved in high-growth industries, with a particular focus in the Target Areas.
Composition: The actual composition of the Company's investment portfolio will vary over time as investments are made and liquidated and depending on the Company's assessment of a number of factors, including on available capital at any particular time, the investment opportunities identified and available to the Company, the performance of existing investments, the performance of financial markets, credit risk. Subject to the availability of capital, the Company intends to create a diversified portfolio of investments; provided however that investments in digital and physical non-fiat assets will not exceed 25% of the total value of the Company's investments at any point in time. Pending investment of available funds, monies will be held in bank or trust accounts with Schedule A financial institutions. Notwithstanding the above, the Company will seek to invest at least 60% of its available capital resources in digital or physical non-fiat assets or Investee Entities, in accordance with the investment objectives and strategy outlined herein, at all times (subject to a reasonable period of time following each raising of additional capital). In the event it fails to meet this requirement for a period of 180 days or more, it will forthwith call a meeting of its shareholders for the purpose of seeking majority of the minority approval (excluding management and insiders) to one of (i) continue to seek investment opportunities in accordance with the investment policies and strategies outlined herein, or (ii) discontinue its operations as an investment company and seek alternative opportunities, or (iii) liquidate and discontinue all operations and return the proceeds therefrom to the minority shareholders as a return of capital or cash dividend.
Types: The Company will maintain a flexible position with respect to the form of investments taken, and may employ a wide range of investment instruments, including equity, bridge loans, secured loans, unsecured loans, convertible debentures, warrants and options, joint ventures, partnerships, net profit interests and other hybrid instruments.
Jurisdictions: The Company intends to focus on investments in North America. However, recognizing that the commodity, resource, and technology sectors in which it invests have a global reach, the Company may consider investments in jurisdictions outside of North America in special and unique situations where such investments are recommended by the Investment Committee and approved by the Board of Directors. Any investment in jurisdictions outside of North America will be subject to a rigorous risk assessment, considering the legal and regulatory landscape, the risk-reward profile, and other relevant factors.
Timing: The timing of the Company's investments will depend, in part, on available capital at any particular time, and the investment opportunities identified and available to the

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Company. Subject to the availability of capital, the Company intends to create a suitably diversified portfolio of investments and not retain available cash (other than as needed for ongoing general administrative expenses). Management will not be bound or restricted as to the timing to invest available capital; but will seek to fully deploy available capital in as expeditious a manner as possible.

Size and Restrictions: The Company has not set any limit on the overall size of its investment portfolio. The Company expects to raise additional funds over and above the net proceeds from previous offerings, which may be raised by way of additional equity offerings for purposes of expanding its investment portfolio or may choose to limit its size based on available management time or investment opportunities. Nor has the Company set limits on the size of any particular investment it may make or the percentage interest any one investment may be of the Company's overall portfolio. No individual investment is subject to a minimum amount. As such, the Company may hold a material or majority of its investments in two or a relatively few number of assets or Investee Entities; provided however that investments in digital and physical non-fiat assets will not exceed 25% of the total value of the Company's investments at any point in time. Further, the Company has not set limits on the percentage interest it may hold in any Investee Entity, which may result in the Company holding a control position or even complete ownership in an Investee Entity.

Dividends

The Company does not anticipate the declaration of dividends to shareholders during its initial stages and plans to reinvest any profits from its investments to further the growth and development of the Company's investment portfolio. As part of the Company's overall objective of maximizing returns on its investments, it will seek to maximize value to its shareholders. As such the declaration and payment of dividends to shareholders will become a priority once Company has achieved steady or continuous cash flow from its investments.

Amendments

The Company's investment objectives, investment strategy and investment restrictions may be amended from time to time on the recommendation of the Investment Committee or senior management and approval by the Board, provided that if such amendments are material in nature, which would include the Company no longer being principally involved in the Target Areas, the same will require the prior approval of the shareholders of the Company.

Compliance

It will be a fundamental condition of every investment made by the Company that the Investee Entity or asset, as applicable, will be full compliance with all applicable regulatory requirements enacted by the applicable regulatory authorities in the jurisdiction in which it operates. That includes all reporting requirements.

Management Participation

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The Company will in most cases seek a more active role in Investee Entities, and provide such entities with financial and personnel resources, as well as strategic counsel. The Company may also ask for board representation in cases where it makes a significant investment in a corporate Investee Entity. The Company's nominee(s) shall be determined by the Board as appropriate in such circumstances.

Registration Status

The Company will aim to structure its investments in such a way as to not be deemed either an investment fund or mutual fund, as defined by applicable securities laws. That is, the Company intends to be active in managing most of its investments and active with respect to most of its corporate Investee Entities. It will do this by doing one or more of (i) holding a significant equity interest, (ii) having representation on the board of directors, or observer status on board meetings and matters, (iii) appointing an advisor to the advisory board; (iv) appointing a member of management, (v) imposing restrictions on the management, or holding approval or veto rights over decisions made by management, and (vi) having a right to restrict transfer of shares of other shareholders, or the right to issue new shares.

Investment Committee

The Company has established the Investment Committee to monitor its investment portfolio on an ongoing basis and review the status of each investment on a quarterly basis or more often on an as needed basis. Nominees for the Investment Committee shall be recommended by the Board.

The members of the Investment Committee shall be appointed annually by the Board at the first directors' meeting subsequent to the annual meeting of the Shareholders or on such other date as determined by the Board.

Members of the Investment Committee may be removed or replaced by the Board. Officers of the Company may not be members of the Investment Committee. Each member of the Investment Committee shall be independent and financially literate.

Conflicts of Interest

The Company's directors, officers are or may be involved in other financial, investment and professional activities which may on occasion cause a conflict of interest with their duties to the Company. These include serving as directors, officers, promoters, advisers, or agents of other public and private companies, including corporate Investee Entities. These persons may also engage in transactions with the Company where any one or more of them is acting in a capacity as financial advisor, broker, intermediary, principal, or counterparty, provided that such transactions are carried out on terms similar to those which would apply in a like transaction between parties not connected with any one of them and such transactions are carried out on normal commercial terms as if negotiated at arm's length.

The Company has no restrictions with respect to investing in Investment Entities in which a Board member may already have an interest. However, directors and senior officers will be required to disclose any conflicts of interest, including holding any interest in a potential

1407-0799-0289, v. 21

A - 8 -

investment. Further, where a conflict is determined to exist, the person having a disclosable interest shall abstain from making further decisions or recommendations concerning such matter, and any potential investments where there is a material conflict of interest involving an employee, officer or director of the Company may only proceed after receiving approval from the disinterested directors of the Board.

The Company is also subject to the "non-arm's length" and "related party transaction" policies of the CSE, which mandates disinterested shareholder approval for certain transactions.

Prior to making any investment commitment, the Company shall adopt procedures for checking for potential conflicts of interest, which shall include but not be limited to a circulation of the names of a potential target Investment Entity and its affiliates to the Board and management of the Company.

All members of the Board shall be obligated to disclose any interest in the potential investment. In the event a conflict is detected, the target Investment Entity shall be notified of the potential conflict. The members of the Board and its advisors shall be responsible for detecting a potential conflict. Where a conflict is determined to exist within management or the Board, the individual having a conflicting interest shall provide full disclosure of his interest in the potential investment and, if such person is a Board member, shall abstain from voting on the investment decision but may participate in discussions regarding the potential investment opportunity.

Procedures and Implementation

The Board has appointed an Investment Committee to be responsible for assisting the Board in discharging the Board's oversight responsibilities relating to investment opportunities. These individuals would be expected to have a broad range of business experience and their own networks of business partners, financiers, venture capitalists and finders through whom potential investments may be identified.

When appointed, prospective investments will be channeled through the Investment Committee. The Investment Committee will make an assessment of whether each proposal fits with the investment and corporate strategy of the Company in accordance with the investment objectives and strategy set out in the Company's policy, and then proceed with preliminary due diligence, leading to a decision to reject or move the proposal to the next stage of detailed due diligence. This process may involve the participation of outside professional consultants.

The Company will obtain detailed knowledge of the relevant assets or Investee Entities in which the investment will be made as well as the risks associated as applicable. Negotiation of terms of participation is a key determinant of the ultimate value of any opportunity to the Company. Negotiations may be ongoing before and after the performance of due diligence. The representative(s) of the Company involved in these negotiations will be determined in each case by the circumstances of the investment opportunity.

Once a decision has been reached to recommend investing in a particular situation, a summary of the rationale behind the investment decision will be prepared by the Investment Committee and submitted to the Board. This summary is expected to include, among other things, the estimated

1407-0799-0289, v. 21

A - 9 -

return on investment, timeline of investment, guidelines against which future progress can be measured, and risks associated with the investment.

All investments will be submitted to the Board for final approval. The Investment Committee will select all investments for submission to the Board and monitor the Company's investment portfolio on an ongoing basis and will be subject to the direction of the Board. The Investment Committee will present an overview of the state of the investment portfolio to the Board on a quarterly basis.

Business Objectives

Short-term Objectives: The Company's short-term objective is to create shareholder value by fostering a sustainable business that makes strategic investments, in one or more of the Target Areas, which leverage inflationary and macroeconomic trends.
Long-term Objectives: Over the long-term the Company plans to expand the size and reach of its investment portfolio by securing additional funds either from the divestiture of existing investments or from the sale of its own securities and investing the same in accordance with its investment strategies.

1407-0799-0289, v. 21

B-1

SCHEDULE "B" AUDIT COMMITTEE CHARTER

See attached.

THE BC BUD CORPORATION
AUDIT COMMITTEE CHARTER

Mandate

The primary function of the audit committee (the “Committee”) is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Issuer to regulatory authorities and shareholders, the Issuer’s systems of internal controls regarding finance and accounting and the Issuer’s auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Issuer’s policies, procedures and practices at all levels. The Committee’s primary duties and responsibilities are to:

Serve as an independent and objective party to monitor the Issuer’s financial reporting and internal control system and review the Issuer’s financial statements.
Review and appraise the performance of the Issuer’s external auditors.
Provide an open avenue of communication among the Issuer’s auditors, financial and senior management and the Board.

Composition

The Committee will be composed of three directors from the Board, the majority of whom are not employees or senior officers of the Issuer.

At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Issuer’s Charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Issuer’s financial statements.

The members of the Committee shall be elected by the Board at its first meeting following the annual shareholders’ meeting. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

Meetings

The Committee shall meet a least twice annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

(a) Review and update this Charter annually.

(b) Review the Issuer’s financial statements, MD&A and any annual and interim earnings, press releases before the Issuer publicly discloses this information and any reports or other financial information (including quarterly

financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

(c) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Issuer.

(d) Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Issuer, consistent with Independence Standards Board Standard 1.

(e) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.

(f) Take, or recommend that the full Board take, appropriate action to oversee the independence of the external auditors.

(g) Recommend to the Board the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

(h) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Issuer's accounting principles, internal controls and the completeness and accuracy of the Issuer's financial statements.

(i) Review and approve the Issuer's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Issuer.

(j) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

(k) Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Issuer's external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:

(i) the aggregate amount of all such non-audit services provided to the Issuer constitutes not more than five percent of the total amount of revenues paid by the Issuer to its external auditors during the fiscal year in which the non-audit services are provided;

(ii) such services were not recognized by the Issuer at the time of the engagement to be non-audit services; and

(iii) such services are promptly brought to the attention of the Committee by the Issuer and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.

Financial Reporting Processes

(a) In consultation with the external auditors, review with management the integrity of the Issuer's financial reporting process, both internal and external.

(b) Consider the external auditors' judgments about the quality and appropriateness of the Issuer's accounting principles as applied in its financial reporting.

(c) Consider and approve, if appropriate, changes to the Issuer's auditing and accounting principles and practices as suggested by the external auditors and management.

(d) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.

(e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

(f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

(g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

(h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.

(i) Review certification process.

(j) Establish a procedure for the confidential, anonymous submission by employees of the Issuer of concerns regarding questionable accounting or auditing matters.

C-1

SCHEDULE “C” NOMINATING & CORPORATE GOVERNANCE COMMITTEE CHARTER

THE BC BUD CORPORATION

(THE "COMPANY")

NOMINATING & CORPORATE GOVERNANCE COMMITTEE CHARTER

GENERAL

The Nominating & Corporate Governance Committee (the “Committee”), under the supervision of the Board of Directors of the Company (the “Board”), has responsibility for:

establishing a process for identifying, recruiting, recommending and appointing, and providing ongoing development for, directors;
monitoring and assessing the functioning of the Board, committees of the Board, and the individual members of the Board; and
ensuring the Board, directors and management adopt and observe good corporate governance practices.

COMPOSITION

The Committee shall be comprised of a minimum of two (2) directors of the Company, all of whom shall be “independent” as defined in s. 1.4 of National Instrument 52-110 – Audit Committees. Upon resignation of a member of the Committee, such vacancy shall be filled by appointment by the Board as soon as practical. The Committee members shall be appointed by the Board at the first Board meeting following each annual general meeting of shareholders of the Company. A member of the Committee may be removed or replaced at any time by the Board. The Board will fill any vacancies by appointment from among the independent members of the Board.

RESPONSIBILITIES

Subject to the powers and duties of the Board, the Board hereby delegates to the Committee the following powers and duties to be performed by the Committee on behalf of and for the Board.

The Committee shall on an annual basis, and more frequently if deemed necessary by the Committee or requested by the Board:

(a) establish qualifications, competencies and skills necessary for an effective Board and for the various committees of the Board, including but not limited to factors such as professional experience, particular areas of expertise, personal character, potential conflicts of interest,

diversity, and other commitments, such as service on other boards, all in the context of the needs of the Board and the Company as a whole;

(b) assess which qualifications, competencies and skills each existing director possesses, and consequently what qualifications, competencies and skills are represented on the Board as a whole, with each individual director making his or her own contribution. Attention should also be paid to the personality and other qualities of each director;

(d) review the size, composition, mandate/charter and performance of the Board and the various committees of the Board, and make recommendations for appointment, removal of directors or other adjustments as appropriate;

(e) determine grounds for exclusion or removal from the Board;

(f) identify and assess candidates for Board vacancies, based on the established set of qualifications, competencies and skills and make recommendations to the Board with regard to director nominations; and

(g) establish and oversee orientation of new directors.

The Committee shall periodically, as necessary, or at least annually:

(a) assess the overall effectiveness and contribution of (i) the Board as a whole, and (ii) each of the committees of the Board (other than the Committee, which shall be evaluated by the full Board) from a corporate governance perspective and compliance with the relevant mandate, charter or terms of reference, as applicable;

(b) assess the overall effectiveness and contribution of (i) individual directors, and (ii) the Chair of the Board from a corporate governance perspective and compliance with the applicable position description(s), as well as the competencies and skills each individual director is expected to bring to the Board, as applicable;

(d) review the Company's corporate governance policies, including without limitation the mandate, charters and the terms of reference of the Board and the Company's performance against such policies, as well as any waivers from compliance granted to officers or directors in order to make recommendations to the Board as appropriate;

(e) recommend to the Board for approval, and periodically review, the process for the determination of the independence of the directors, and the financial literacy and financial expertise of directors as necessary, including that of any Audit Committee financial expert if applicable, in accordance with applicable securities laws and regulations, including any stock exchange upon which the Company's shares are listed;

(f) review and address all complaints to the Board, except those to be reviewed by the Audit Committee;

1407-0799-0289, v. 21

(g) ensure that any issues relating to corporate governance which are identified by the directors involving management are resolved with management;

(h) ensure all continuous disclosure requirements concerning the Company's corporate governance system are observed, and prepare and recommend to the Board any such required disclosures in relation to corporate governance, including without limitation pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices;

(i) with the CEO, develop or review position descriptions for the CEO and CFO defining limits to management's authority; and

(j) undertake such other initiatives as are necessary or desirable to provide effective corporate governance for the Company.

In making its recommendations of director nominees, the Committee should consider: (i) the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess; (ii) the diversity of the Board composition, including whether targets have been adopted for women, visible minorities, Aboriginal people and people with disabilities on the Board or in executive officer positions; (iii) the competencies and skills that the Board considers each existing director to possess; and (iv) the competencies and skills each new nominee would be expected to bring to the Board. The Committee should also consider whether each new nominee will be able to devote sufficient time and resources to his or her duties as a member of the Board.

The Committee shall have authority to engage and compensate outside advisors to review corporate governance issues as appropriate, and shall have the sole authority to engage search firms to assist in the identification of director candidates and the sole authority to set the fees and other retention terms of such firms (subject to any annual spend limitations specified in the General Terms of Reference for Committees).

If determined as necessary by the Committee, the Committee shall conduct a portion of each meeting without the presence of non-independent directors and management.

The Committee shall also have such other powers and duties as are delegated to it by the Board from time to time.

The Committee shall conduct an annual assessment of its performance and report the results of such assessment to the Board.

EFFECTIVE DATE

This Nominating & Corporate Governance Committee Charter was updated and adopted by the Board effective March 10, 2025.

1407-0799-0289, v. 21

D-1

SCHEDULE “D” COMPENSATION COMMITTEE CHARTER

THE BC BUD CORPORATION

(THE "COMPANY")

COMPENSATION COMMITTEE CHARTER

GENERAL

The Compensation Committee, under the supervision of the Board of Directors of the Company (the "Board"), has the overall responsibility for recommending levels of executive compensation that are competitive and motivating in order to attract, hire, retain and inspire the Company's President, Chief Executive Officer, Chief Financial Officer and other executive officers (collectively, "Management") and certain key employees and non-executive officers below the vice-president level (collectively, "Non-Management Officers") and for recommending compensation for directors, including the granting of equity-based incentive awards for approval by the Board and determining whether security holder approval should be obtained.

The term "compensation" shall include salary, bonus, stock options, securities issuable pursuant to incentive-compensation plans and equity-based plans, severance arrangements and other compensatory rights or benefits, direct or indirect, as applicable.

COMPOSITION

The Compensation Committee shall be comprised of a minimum of three (3) directors of the Company, all of whom shall be "independent" as defined in section 1.4 of National Instrument 52-110 – Audit Committees. Upon resignation of a member of the Compensation Committee, such vacancy shall be filled by appointment by the Board as soon as practical.

RESPONSIBILITIES

Subject to the powers and duties of the Board, the Board hereby delegates to the Compensation Committee the following powers and duties to be performed by the Compensation Committee on behalf of and for the Board.

The Compensation Committee shall:

(a) review on an annual basis, and from time to time as required, and recommend to the Board for approval the compensation for directors who serve on the Board or its committees;

(b) review on an annual basis, and from time to time as required, and recommend to the Board for approval as necessary the performance targets and corporate goals relevant to Management compensation, and evaluate the performance of Management based on such goals;

(d) approve and appoint as necessary from time to time any person to a Non-Management Officer position;

(e) review on an annual basis, and from time to time as required, and recommend to the Board for approval the compensation of Management, considering all relevant matters including the goals of the Company and the effectiveness of Management in achieving such goals, the skill, qualifications and level of responsibility of Management, and compensation provided by comparative companies;

(f) approve, determine and review as necessary from time to time the compensation of Non-Management Officers, considering all relevant matters including the goals of the Company and the effectiveness of such Non-Management Officers in achieving those goals, the skill, qualifications and level of responsibility of the Non-Management Officers, and compensation provided by comparative companies, provided that such approval and determination shall be subject to any applicable Board policies;

(g) administer the Company's stock option plan, employee benefit plans and other compensatory plans adopted by the Company and review and approve benefits to be granted under such plans to Management, and Non-Management Officers as applicable, in accordance with any guidelines established by the Board;

(h) with the assistance of Management, monitor trends in compensation of directors and management, review and recommend to the Board for approval as necessary the Company's compensation policies and plans;

(i) review and recommend to the Board for approval all of the Company's executive compensation disclosure, including compensation philosophy, before it is publicly disclosed;

(j) review and recommend to the Board for approval all disclosure regarding the Company's stock option plans, employee benefit plans and other compensatory plans adopted by the Company that are submitted for shareholder approval;

(k) review and approve all reports of the Compensation Committee in preparing the annual information circular, annual information form or other filings required in accordance with relevant securities laws as applicable; and

(l) conduct an annual assessment of its performance and report the results of such assessment to the Board.

It shall be the general policy of the Company not to grant loans to directors, Management or Non-Management Officers.

The Compensation Committee shall have authority to engage and compensate outside advisors to review the Company's compensation program and assist the Compensation Committee in carrying out its duties, as appropriate.

The Compensation Committee shall conduct a portion of each meeting without the presence of either Management or Non-Management Officers as the Committee deems necessary.

1407-0799-0289, v. 21

The Compensation Committee shall also have such other powers and duties as are delegated to it by the Board from time to time.

EFFECTIVE DATE

This Compensation Committee Charter was updated and adopted by the Board effective March 10, 2025.

1407-0799-0289, v. 21

E-1

SCHEDULE "E" FINANCIAL STATEMENTS

See attached

The BC Bud Corporation

Consolidated Financial Statements

For the years ended February 29, 2024, and February 28, 2023
(Expressed in Canadian Dollars)

DAVIDSON & COMPANY LLP
Chartered Professional Accountants

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of The BC Bud Corporation

Opinion

We have audited the accompanying consolidated financial statements of The BC Bud Corporation (the "Company"), which comprise the consolidated statements of financial position as at February 29, 2024 and February 28, 2023, and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity, and cash flows for the years 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 February 29, 2024 and February 28, 2023, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audits 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 audits 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 audits 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 as at February 29, 2024, the Company reported a loss of $1,224,056 (February 28, 2023 - $1,413,817) and had an accumulated deficit of $5,554,088 as at February 29, 2024 (February 28, 2023 - $4,330,032) and working capital deficit of $27,954 at February 29, 2024. 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 year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and 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 matter to be communicated in our auditor's report.

Completeness, accuracy, and occurrence of revenues

The Company enters into contracts with certain provincial bodies, and as a result, recognizes revenues when the Company has fulfilled the services to the customer or its performance obligations at the transaction price and using the 5-step model indicated by IFRS 15, Revenue from Contracts with Customers (IFRS 15). Judgment is required by the Company to determine the transaction price; and consequently, the completeness and accuracy of revenue recognized.

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

The principal considerations for our determination that performing procedures relating to the judgment transaction price, and the completeness and accuracy of revenues is a key audit matter are (i) judgments of whether the return rights were significant, which in turn led to (ii) significant auditor judgment, subjectivity and effort in performing procedures and evaluating management's assessment of the return rights and refund provisions and (iii) significant effort involved in assessing the completeness of the transactions and the accuracy of revenues recognized.

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:

Walkthrough of the Company' processes and controls to understand and design appropriate audit procedures to ensure that all transactions that should be recorded are recorded in the financial statements and in the correct period.
Evaluating the appropriateness of management's assessment of the return rights and refund provisions examining the contract source documents, and estimates for returns.
Examining and evaluating the contractual terms identified in underlying agreements for consistency with amounts recorded in the financial statements.
Confirming amounts and balances with certain customers.
Testing of detailed reconciliations of the revenues recognized to key records maintained by the Company.

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 audits 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 audits 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 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 15, 2024

Chartered Professional Accountants

The BC Bud Corporation

Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

	Notes	February 29, 2024	February 28, 2023
Assets
Current assets
Cash	14	$ 4,202	$ 311,314
Accounts receivable		-	259,785
Prepaid expenses		12,015	-
Other receivable		94,581	68,897
Inventory	4	487,253	583,073
		598,051	1,223,069
Machinery and equipment	5	32,008	45,727
Intangible assets	6	2,007	2,007
		$ 632,066	$ 1,270,803
Liabilities
Current liabilities
Accounts payable and accrued liabilities	10	$ 396,650	$ 227,895
Loan payable	7	229,355	100,281
		626,005	328,176
Shareholders’ equity
Share capital	8	4,965,825	4,790,252
Contributed surplus	8	594,325	482,407
Accumulated deficit		(5,554,088)	(4,330,032)
		6,061	942,627
		$ 632,066	$ 1,270,803

On behalf of the Board:

"Brayden Sutton"

Director

"Joshua Taylor"

Director

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

The BC Bud Corporation

Consolidated Statements of Changes in Loss and Comprehensive Loss

(Expressed in Canadian Dollars)

	Notes	Years Ended
		February 29, 2024	February 28, 2023
Revenue		61,482	269,239
Cost of sales		1,979	422,707
Gross margin		59,503	(153,468)
Operating expenses
Accretion expense	7	14,324	7,685
Advertising and promotion		111,955	65,766
Bad debt expense	13	28,531	305,736
Write off inventory	4	311,472	17,839
Consulting fees	10	280,981	325,196
Share-based compensation	10	88,991	190,741
Office and administration		16,659	4,581
Professional fees		397,253	214,089
Regulatory and transfer agent fees		26,675	66,467
Insurance		-	32,175
Supplies		142	400
Research and development		-	754
Directors fee	10	-	36,000
Trademark registration		6,000	-
		1,282,983	1,267,429
Net operating loss		(1,223,479)	(1,420,897)
Other expenses (income)
Other income		-	(7,526)
Foreign exchange		577	446
		577	(7,080)
Loss and comprehensive loss for the year		$(1,224,056)	$(1,413,817)
Basic and diluted loss per common share		$ (0.02)	$ (0.03)
Weighted average number of common shares outstanding		55,034,819	45,924,972

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

The BC Bud Corporation

Consolidated Statements of Changes in Shareholders' Equity

(Expressed in Canadian Dollars)

	Number Outstanding	Amount $	Contributed Surplus $	Accumulated Deficit $	Total Shareholders' Equity $
Balance, February 28, 2022	44,843,482	4,255,971	431,947	(2,916,215)	1,771,703
Shares issued for private placement	6,800,000	136,010	203,990	-	340,000
Restricted stock units vested	1,377,083	344,271	(344,271)	-	-
Share issued for services	450,000	54,000	-	-	54,000
Share-based compensation	-	-	190,741	-	190,741
Net loss for the year	-	-	-	(1,413,817)	(1,413,817)
Balance, February 28, 2023	53,470,565	4,790,252	482,407	(4,330,032)	942,627
Shares issued for private placement	2,646,667	92,885	105,615	-	198,500
Restricted stock units vested	393,750	82,688	(82,688)	-	-
Share-based compensation	-	-	88,991	-	88,991
Net loss for the year	-	-	-	(1,224,056)	(1,224,056)
Balance, February 29, 2024	56,510,982	4,965,825	594,325	(5,554,088)	6,061

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

The BC Bud Corporation
Consolidated Statements of Cash Flow
(Expressed in Canadian Dollars)
For the years ended February 29, 2024, and February 28, 2023

	Years Ended
	February 29, 2024	February 28, 2023
Operating activities
Net loss for the year	$(1,224,056)	$(1,413,817)
Items not involving cash:
Accretion expense	14,324	7,685
Amortization and depreciation	13,719	13,719
Write down of inventory	311,472	17,839
Bad debt expense	28,531	305,736
Share-based compensation	88,891	190,741
Shares issued for services	-	54,000
Change in working capital:
Receivable	259,785	(565,521)
Other receivable	(25,683)	(38,348)
Prepaid expenses	(12,015)	33,325
Inventory	(215,552)	(148,665)
Term deposits	-	5,000
Accounts payable and accrued liabilities	140,122	106,601
Cash used in operating activities	(620,362)	(1,431,705)
Financing activities
Proceeds from issuance of common shares	198,500	340,000
Proceeds loans payable	114,750	-
Cash provided by financing activities	313,250	340,000
Change in cash	(307,112)	(1,091,705)
Cash – beginning of year	311,314	1,403,019
Cash – end of year	4,202	311,314

Supplemental cash flow disclosure (Note 14)

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

The BC Bud Corporation

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended February 29, 2024, and February 28, 2023

1. Nature of operations and going concern

The BC Bud Corporation (the "Company") was incorporated under the laws of Alberta and was continued into British Columbia during the year ended December 31, 2000. On March 31, 2020, the Company changed its name from Waterfront Capital Corporation to Entheos Capital Corp. On September 29, 2021, the Entheos Capital Corp. completed a reverse takeover transaction with The BC Bud Corporation and changed its name to The BC Bud Corporation. The BC Bud Corporation is listed on the Canadian Securities Exchange ("CSE") under the symbol "BCBC". The Company's registered office is located at 1500 – 409 Granville Street, Vancouver, British Columbia, V6C 1T2.

Company is developing recreational cannabis products and brands in the cannabis industry through licensing, white label contract manufacturing agreements with licensed producers within their facilities under the Cannabis Act selling to provincial distributors and marketing to retailers. BCBC is not a licensed producer. Its active offerings in branded products will include The BC Bud Co flower, infused and vape products, edibles under the brand 'Canna Beans' and "Canna Almonds", concentrates sold as 'Solventless Solutions', and select lifestyle apparel.

BCBC is a house of brands that aligns with and relies on licensed cannabis processors and producers to contract manufacture a variety of cannabis products in different product categories. The processors and producers are licensed under the Cannabis Act, Bill C-45, (together with the regulations made thereunder from time to time, the "Cannabis Act"). Through their partnership agreements with licensed manufacturers and distributors, the Company will bring to market specialized flowers, concentrates and edibles.

These consolidated financial statements have been prepared on a going concern basis, which contemplates that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Accordingly, these consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

The Company reported a loss of $1,224,056 the year ended February 29, 2024 (February 28, 2023 - $1,413,817) and had an accumulated deficit of $5,554,088 as at February 29, 2024 (February 28, 2023 - $4,330,032) and working capital deficit of $27,954 at February 29, 2024 (February 28, 2023 - positive of $894,893). The Company's ability to continue as a going concern is dependent upon its ability to achieve profitable operations. The achievement of profitable operations is dependent on the demand of its manufactured products by the retailers and maintain in good standing with provincial distributor requirements. The outcome of these matters cannot be predicted at this time. These material uncertainties may cast significant doubt on the Company's ability to continue as a going concern.

The BC Bud Corporation

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended February 29, 2024, and February 28, 2023

2. Basis of Preparation

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented unless otherwise stated.

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

The preparation of consolidated financial statements in conformity with IFRS Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the accounting policies. Those areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in note 3.

The consolidated financial statements of the Company for the years ended February 29, 2024, and February 28, 2023, were approved and authorized for issue by the Board of Directors on October 15, 2024.

a) New standards, interpretations and amendments adopted by the Company include the following and did not have a material impact on the Company's financial statements.

Amendments to IAS 1 - Presentation of Financial Statements and IFRS Practice Statement 2 - Making Materiality Judgments: In February 2021, the IASB issued amendments to IAS 1 - Presentation of Financial Statements, and IFRS Practice Statement 2 - Making Materiality Judgments ("IFRS Practice Statement 2"). These amendments help entities provide accounting policy disclosure that is more useful to primary users of financial statements by: * Replacing the requirement to disclose "significant" accounting policies under IAS 1 with a requirement to disclose "material" accounting policies. Under IAS 1, an accounting policy would be material if, when considered together with other information included in an entity's financial statements, it can reasonably be expected to influence decisions that primary users of general-purpose financial statements would make on the basis of those financial statements.
Providing guidance in IFRS Practice Statement 2 to explain and demonstrate the application of the four-step materiality process to accounting policy disclosure.
Amendments to IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors: In February 2021, the IASB issued amendments to IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors. These amendments introduce a new definition of "accounting estimates" to replace the definition of "change in accounting estimates" and also include clarifications intended to help entities distinguish changes in accounting policies from changes in accounting estimates.
10 -

The BC Bud Corporation

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended February 29, 2024, and February 28, 2023

2. Basis of Preparation (continued)

Amendments to IAS 12 - Income Taxes: In May 2021, the IASB issued amendments to the recognition exemptions under IAS 12 - Income Taxes ("IAS 12"). These amendments narrowed the scope of the recognition exemption to require an entity to recognize deferred tax on the initial recognition of a transaction, to the extent the transaction gives rise to equal amounts of deferred tax assets and liabilities. These amendments apply to transactions for which an entity recognizes both an asset and liability, for example leases and decommissioning liabilities.

b) The Company is currently assessing the impact that adopting the new standards or amendments will have on its consolidated financial statements. No material impact is expected upon the adoption of the following new standards issued but not yet effective:

Amendments to IAS 1 - Classification of Liabilities as Current or Non-current: In January 2020, the IASB issued amendments to IAS 1 - Classification of Liabilities as Current or Non-current. These amendments clarify the requirements relating to determining if a liability should be presented as current or non-current in the statement of financial position. Pursuant to the new requirements, the assessment of whether a liability is presented as current or non-current is based on the contractual arrangements in place as at the reporting date and does not impact the amount or timing of recognition. These amendments are effective for annual periods beginning on or after January 1, 2024, with early application permitted.
IAS 18 - Presentation and Disclosure of Financial Statement: In April 2024, the IASB issued the new standard IFRS 18 - Presentation and Disclosure of Financial Statements. This standard aims to bring more transparency and comparability to the financial performance of companies, enabling investors to make better investment decisions. IFRS 18 introduces three sets of new requirements: improved comparability of the profit or loss statement (statement of income), improved transparency of management-defined performance measures, and more useful grouping of information in financial statements. IFRS 18 will replace IAS 1 - Presentation of Financial Statements. This standard becomes effective for years beginning on or after January 1, 2027, and companies may apply it earlier subject to authorization by relevant regulators. The Company is assessing the impacts to ensure that all information complies with the standard.
11 -

The BC Bud Corporation

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended February 29, 2024, and February 28, 2023

3. Material Accounting Policy Information

Basis of measurement

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

Basis of consolidation

These consolidated financial statements include the accounts of the Company and its subsidiary. The Company controls its subsidiaries when it is exposed to, or it has rights to variable returns from its involvement with its subsidiaries and has the ability to affect those returns through its power over the subsidiaries. Changes in the Company's ownership interest in subsidiaries that do not result in a loss of control are accounted for as equity transactions.

The detail of the Company's subsidiary is as follows:

	Jurisdiction of Incorporation	Percentage Owned
The BC Bud Holdings Corp.	British Columbia, Canada	100%

All intercompany balances and transactions have been eliminated upon consolidation.

Functional and presentation currency

These consolidated financial statements are presented in Canadian dollars, which is the Company's and its subsidiary's functional currency. All financial information is expressed in Canadian dollars unless otherwise stated and have been rounded to the nearest dollar.

Critical accounting estimates and judgements

The preparation of consolidated financial statements in conformity with IFRS Accounting Standard requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. It is reasonably possible that circumstances may arise that would cause actual results to differ from management estimates; however, management does not believe it is likely that such differences will materially affect the Company's financial position. A significant area requiring the use of management estimates and judgments is the impairment of accounts receivable and the estimate of the revenues to be recognized given the return rights of the products of by the provincial bodies.

The key areas of judgment applied in the preparation of the consolidated financial statements that could result in a material adjustment to the amounts of reported in the consolidated financial statements include:

Revenue

Revenue from contracts with customers is recognized by following the five-step process defined under IFRS 15 (refer to accounting policy). The payment terms over revenue contracts are subject to sell through as the evolution of government reach due to outstanding unpaid excise taxes in the industry and collectability is also reliant on whether the government/CRA garnishes funds due to delinquent manufacturer. This impacts the estimate of revenues to be recognized as returns.

12 -

The BC Bud Corporation

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended February 29, 2024, and February 28, 2023

3. Material Accounting Policy Information (continued)

Financial instruments

Financial assets

The Company classifies its financial assets as fair value through profit or loss or amortized cost. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of financial assets at initial recognition.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss ("FVPL") are initially recognized at fair value with changes in fair value recorded in profit or loss. At February 29, 2024 and February 28, 2023 the Company had no FVPL assets.

Amortized cost

Financial assets are classified at amortized cost if both of the following criteria are met and the financial assets are not classified or designated as fair value through profit and loss: 1) the Company's objective for these financial assets is to collect their contractual cash flows and 2) the asset's contractual cash flows represent 'solely payments of principal and interest. Cash, and cash equivalent, accounts receivable and other receivables are classified as amortized cost.

Financial liabilities

Financial liabilities are non-derivatives and are recognized initially at fair value, net of transaction costs, and are subsequently stated at amortized cost. Any difference between the amounts originally received, net of transaction costs, and the redemption value is recognized in profit or loss over the period to maturity using the effective interest method.

Financial liabilities are classified as current or non-current based on their maturity date. Financial liabilities include accounts payable and loans payable.

Fair value hierarchy

Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs in making the measurements. The levels of the fair value hierarchy are defined as follows:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 – Inputs for the asset or liability that are not based on observable market data.

13 -

The BC Bud Corporation

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended February 29, 2024, and February 28, 2023

3. Material Accounting Policy Information (continued)

Impairment of financial assets

An entity is required to recognize expected credit losses when financial instruments are initially recognized and to update the amount of expected credit losses recognized at each reporting date to reflect changes in the credit risk of the financial instruments. In addition, IFRS 9 Financial Instruments requires additional disclosure requirements about expected credit losses and credit risk.

Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognized.

Cash

Cash consists of cash on hand, balances with banks and short-term investments with an original maturity date of three months or less.

Accounts receivable

Accounts receivable are amounts due from franchisees and distributors for the sale of goods and services performed in the ordinary course of business. These amounts are classified as current because collection is expected in one year or less. Accounts receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less a provision for impairment.

Inventory

Inventory consists of finished goods, packaging, bulk concentrates, pre-rolls and whole flower. Inventory is recorded at the lower of cost and net realizable value. Cost is determined using the weighted average cost method and includes the cost of provisions to the customer. Net realizable value is the estimated selling price in the ordinary course of business, less selling expenses.

All inventories are reviewed each reporting period for impairment due to slow-moving and obsolete inventory. Provisions for obsolete, slow-moving or defective inventories are recognized in profit or loss and referred to as return to vendor (RTV).

Machinery and equipment

Machinery and equipment are recorded at cost less accumulated depreciation and accumulated impairment losses. Depreciation is recorded using the straight-line depreciation method and is intended to depreciate the costs of assets over their estimated useful life of five (5) years.

Intangible assets

The Company's intangible assets consist of the purchase price of trademarks and website development. The intangible assets are recorded at cost. The Company's trademarks are not yet ready for its intended use as of February 28, 2024, and hence no amortization was taken during the current fiscal year.

14 -

The BC Bud Corporation

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended February 29, 2024, and February 28, 2023

3. Material Accounting Policy Information (continued)

Revenue

Revenue from contracts with customers is recognized by following the five-step process defined under IFRS 15.:

Identify the contract with a customer: A contract is an agreement between the Company and a Licensed Producer (LP) that creates enforceable rights and obligations. Key characteristics of a contract include:
Approval: Both the company and the LP have approved the contract and are committed to fulfilling their respective obligations.
Payment Terms: Payment terms are established and can include fixed or variable consideration.
Commercial Substance: The contract has a commercial substance, meaning it affects the Company’s cash flows.
Collectability: It is probable that the company will collect the consideration to which it is entitled under the contract.

Payment terms are subject to sell through as the evolution of government reach due to outstanding unpaid excise taxes in the industry and collectability is also reliant on whether the government/CRA garnishes funds due to delinquent manufacturer. This impacts the estimate of revenues to be recognized as returns.

Identify the Performance Obligations in the Contract: Performance obligations are distinct promises to transfer goods or services to the customer. In the context of cannabis contracts with the LPs common performance obligations may include:
Production of cannabis: The Company’s obligation to produce cannabis according to specified quality standards, and
Sale of cannabis products and final product creation: The Company’s obligation to transfer control of the cannabis products to the LP.

The BC Bud Corporation

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended February 29, 2024, and February 28, 2023

3. Material Accounting Policy Information (continued)

Determine the Transaction Price: The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services. For cannabis contracts, transaction price determination involves the following consideration:

Fixed and variable consideration: The base selling price of the cannabis product to the LP include fixed amounts, however, there is a significant return rights due to quality or regulatory compliance issues, the Company estimates the expected returns using the expected value method.

Allocate the Transaction Price to Performance Obligations: Once the transaction price is determined, it is allocated to each performance obligation based on the standalone selling prices of the goods or services. The Company has determined that it has one performance obligation with a significant return right that is estimated reducing the transaction value and recognizing revenues that is highly probable of not being reversed. At the year ended February 29, 2024, and February 28, 2023, there were no refund liabilities, revenues were recorded net of returns.
Recognize Revenue When the Performance Obligations Are Satisfied: This occurs at a point in time when the goods are transferred to the Provincial purchaser and distributor

Research and development expenditures

Distinguishing the research and development phases of a technology or product and determining whether the recognition requirements for the capitalization of development costs are met requires judgment. After capitalization, management monitors whether the recognition requirements continue to be met and whether there are any indicators that capitalized costs may be impaired. No research and development costs were capitalized during the years ended February 29, 2024, or February 28, 2023.

Impairment of long-lived assets

At the end of each reporting period, the Company's assets are reviewed to determine whether there is any indication that those assets may be impaired. If such an indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment, if any. Indefinite life intangible assets are tested annually, or more frequently, if events or changes indicate that the asset may be impaired. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash-generating unit ("CGU") to which the asset belongs.

The BC Bud Corporation

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended February 29, 2024, and February 28, 2023

3. Material Accounting Policy Information (continued)

When an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or CGU) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

Share capital

Instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of financial liability or financial asset. The Company's common shares are classified as equity instruments. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.

Warrants issued by the Company typically accompany an issuance of shares in the Company (a "unit") and entitle the warrant holder to exercise the warrants for a stated price and a stated number of common shares in the Company. The fair value of units issued is measured using the fair value approach, with the allocation of proceeds first to the common shares based on the fair value of the common shares on the date of issuance on the remainder to warrants.

Share-based compensation

The Company has a stock option plan and long-term equity incentive plan that are described in Note 8. Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued if it is determined the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. The amount recognized as an expense is adjusted to reflect the number of awards expected to vest. The offset to the recorded cost is to reserve.

Consideration received on the exercise of stock options or restricted stock units are recorded as share capital and the related reserve is transferred to share capital. For those unexercised stock options and warrants that expire unexercised, the recorded value is reclassified from reserves to deficit.

Segmented Information

The Company's operations comprise a single reporting segment, being partnership agreements with cannabis producers. As the operations comprise a single reporting segment, amounts disclosed in the consolidated financial statements for expenses and loss for the period also represent segmented amounts. All of the Company's operations and assets are in Canada.

Loss per share

The Company calculates basic (loss) earnings per share by dividing net (loss) income by the weighted average number of common shares outstanding during the period. Diluted (loss) earnings per share is determined by adjusting profit or loss attributable to common shareholders and the weighted average number of common shares outstanding, for the effects of all dilutive potential common shares, which comprise, RSUs, warrants and share options issued.

17 -

The BC Bud Corporation

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended February 29, 2024, and February 28, 2023

3. Material Accounting Policy Information (continued)

Income taxes

The Company uses the deferred method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred income tax assets also result from unused loss carry-forwards, resource related pools and other deductions. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences to the extent that it is possible that future taxable profits will be available against which they can be utilized.

Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

4. Inventory

Inventory is comprised of the following:

	February 29, 2024	February 28, 2023
Raw materials – packaging	$ 85,714	$ 54,017
Products	401,539	529,056
Balance, end of year	$ 487,253	$ 583,073

During the year ended February 29, 2024, the Company expensed inventory of ($11,740) (2023 - $408,988) as cost of sales. Cost of sales also include depreciation of $13,719 (2023: $13,719) in connection with the use of machinery and equipment. The credit was a result of significant returns made in the current year.

The Company also wrote off inventory for $311,472 (2023: $17,839), this was a result in count and cost adjustments when assessing the net realizable value of inventory.

18 -

The BC Bud Corporation

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended February 29, 2024, and February 28, 2023

5. Machinery and Equipment

Cost
Balance, February 28, 2022	$ 68,591
Additions	-
Balance, February 28, 2023	$ 68,591
Additions	-
Balance, February 28, 2024	$ 68,591
Accumulated depreciation
Balance, February 28, 2022	$ 9,145
Depreciation	13,719
Balance, February 28, 2023	$ 22,864
Depreciation	13,719
Balance, February 28, 2024	$ 36,583
Net book value, February 28, 2023	$ 45,727
Net book value, February 28, 2024	$ 32,008

6. Intangible Assets

Cost	Website Development	Trademarks	Total
Balance, February 28, 2022	$ 8,500	$ 2,007	$ 10,507
Balance, February 28, 2023	$ 8,500	$ 2,007	$ 10,507
Cost	Website Development	Trademarks	Total
Balance, February 28, 2023	$ 8,500	$ 2,007	$ 10,507
Balance, February 28, 2024	$ 8,500	$ 2,007	$ 10,507
Accumulated depreciation
Balance, February 28, 2022	$ (8,500)	$ -	(8,500)
Balance, February 28, 2023 and 2024	$ (8,500)	$ -	(8,500)
Net book value, February 28, 2022, 2023 and 2024	$ -	$ 2,007	2,007

19 -

The BC Bud Corporation

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended February 29, 2024, and February 28, 2023

6. Intangible Assets (continued)

On February 5, 2021, the Company entered an asset assignment and assumption agreement, under which trademarks were assigned to the Company by a shareholder of the Company for consideration of 10,000,000 common shares.

Trademarks consist of the following trademarks: "The BC Bud Co.", "Canna Beans", "Buds", "Solventless Solutions", "Not an LP", "Canna Almonds", and "Canna Berries". The trademarks include all rights to and content of the domain names, social media names, all literature and social media sites, branding and design material associated with the trademarks. These trademarks are being used in trade however not yet approved by the Canadian Intellectual Property Office and not enforceable to date.

7. Loan Payable

On January 20, 2021, the Company received a loan of $100,000 from Sutton Ventures Ltd., a significant shareholder of the Company. The loan is secured by all present and future acquired property of the Company and is payable on the earlier of:

a) January 15, 2023; or
b) The occurrence of an event of default.

No interest will accrue on the outstanding balance, unless an event of default occurs, in which case interest will be deemed to have accrued on the outstanding balance from the date of advancement at a rate of 8.0% per annum, compounded annually, and will be payable at maturity. The loan is recorded at fair value on initial recognition, which was determined to be $84,642 using a discount rate of 8.5%, resulting in a total discount of $15,358. As the loan was provided by a shareholder of the Company, the discount was recorded as an equity contribution.

Additionally, on June 19, 2023, the company entered into an amending agreement with Sutton Ventures Ltd. to increase the amount of the secured loan from $100,000 to $150,000. During the year ended February 29, 2024, accretion and interest expense of $11,431 (2023 - $7,685) was recorded in the consolidated statements of loss and comprehensive loss. As of February 29, 2024, the Company is in default of the loan, which is now payable on demand.

On August 4, 2023, the Company received a loan of $60,000 from Cybin Therapeutics Inc. Cybin Therapeutics Inc is a private entity in which both Brayden Sutton, CEO and director, and Josh Taylor, president and director, are controlling shareholders. The loan bears interest at a rate of 8 percent per annum, payable upon maturity. The loan is secured by all present and future acquired property of the Company and is payable on the earlier of:

a) July 30, 2024; or
b) The occurrence of an event of default.

20 -

The BC Bud Corporation

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended February 29, 2024, and February 28, 2023

7. Loan Payable (continued)

During the year ended February 29, 2024, accretion expense of $2,893 (2023 - $Nil) was recorded in the consolidated interim statements of loss and comprehensive loss.

On December 8, 2023, the Company received a loan amounting to $4,750 from TJT Ventures Ltd., a private entity controlled by Josh Taylor, president and director, for working capital purposes. This loan is due on demand and bears no interest.

8. Share Capital

Authorized share capital

The authorized capital of the Company consists of unlimited common shares without par value.

Share issuances

During the year ended February 28, 2024, the Company had issued 3,040,417 common shares with a fair value of $207,830 (2023 - 8,627,083 common shares with a fair value of $663,233) (Note 9).

During the year ended February 28, 2024, the Company:

a) Issued 2,646,667 common shares issued for private placement
b) Issued 393,750 common shares granted as Restricted stock units

During the year ended February 28, 2023, the Company:

c) Issued 6,800,000 common shares issued for private placement
d) Issued 1,377,083 common shares granted as Restricted stock units
e) Issued 450,000 common shares granted to directors and consultants

On February 2, 2023, the company closed a non-brokered private placement generating gross proceeds of $340,000 through the sale of an aggregate of 6.8 million units at a price of $0.05 per unit.

Each unit comprised one common share and one share purchase warrant. Each warrant entitles the holder to acquire an additional common share at a price of $0.15 per share until February 2, 2025. All securities issuable in the placement are subject to a four-month hold period expiring on June 3, 2023, in accordance with applicable securities laws.

On February 28, 2023, with the completion of the Company's 2023 financial year-end, the company issued as compensation to its independent directors 100,000 shares each for an aggregate of 300,000 shares at a deemed price of $0.12 per share. The company has also issued 150,000 shares to its adviser, Marc Lustig, for services provided throughout the year.

During the year ended February 29, 2024, 2,646,667 units, consisting of a common share and a warrant, were issued at $0.075 per unit for gross proceeds of $198,500. These warrants have an exercise price of $0.15 per warrant and a life of three years. A value of $73,359 was assigned to these warrants, calculated using a share price of $0.08 - $0.10, remaining life of three years, volatility of over 200%, dividend rate of 0% and a risk-free rate of 3.87%-4.04%.

21 -

The BC Bud Corporation

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended February 29, 2024, and February 28, 2023

9. Share-based compensation

Stock options

The Company has a stock option plan, last approved on July 29, 2021, which reserves an aggregate number of securities for issuance up to 10% of the number of outstanding common shares. Under the stock option plan, stock options can be granted for a maximum term of ten years. Further, the exercise price shall not be less than the price of the Company’s common shares on the date preceding the date of the grant.

On March 12, 2023, the Company approved 150,000 options to be issued and granted to Daniel Southan-Dwyer, expiring March 12, 2028, with an exercise price of $0.15.

Stock option transactions are summarized as follows:

Stock Options	Number of Options	Weighted Average Exercise Price
Balance – February 28, 2022	1,140,000	$ 0.20
Granted	700,000	$ 0.20
Balance – February 28, 2023	1,840,000	$ 0.18
Granted	150,000	$ 0.15
Balance outstanding and exercisable – February 29, 2024	1,990,000	$ 0.18

Stock options outstanding as at February 29, 2024:

Expiry Date	Number of Options	Weighted Average Exercise Price
December 14, 2026	1,140,000	$ 0.20
February 3, 2028	700,000	$ 0.10
March 12, 2028	150,000	$ 0.15

The Company recognized share-based payments expense of $60,269 (2023 - $41,258) for options granted and vested during the year.

Share-based payments expense is estimated using the following assumptions. The expected volatility assumption is based on comparable volatility of the Company’s common share price on the CSE. The risk-free interest rate assumption is based on yield curves on Canadian government zero-coupon bonds with a remaining term equal to the stock options’ expected life. The Company uses historical data to estimate option exercise, forfeiture, and employee termination within the valuation model. The Company has not paid and does not anticipate paying dividends on its common shares.

22 -

The BC Bud Corporation

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended February 29, 2024, and February 28, 2023

9. Share-based compensation (continued)

	February 29, 2024	February 28, 2023
Risk-free interest rate	3.31%	3.54%
Expected life of options	5 years	5 years
Expected annualized volatility	202.87%	199.59%
Dividend rate	-	-
Forfeiture rate	-	-

Restricted share units ("RSUs")

During the year ended February 29, 2024, the Company issued 393,750 common shares upon vesting (2023 – 1,377,083). The vesting conditions were time-based vesting conditions with various maturities (minimum of one year). As the performance conditions of the RSU granted were not market-related, the fair value per RSU used to calculate compensation expense for the RSU granted is determined to be $0.25, equal to the market price on the date of grant.

During the year ended February 29, 2024, 393,750 RSUs (2023: 1,377,083) vested and $82,688 (2023: $344,271) was transferred from Contributed Surplus.

On January 16, 2023, 1,466,667 RSUs were forfeited

Vesting date	Number of RSUs
September 29, 2022	1,377,083
September 29, 2023	393,750
Balance	1,770,833

The Company recognized share-based payment expense of $28,722 (2023 - $149,483) for RSUs issued during the year ended February 29, 2024.

Escrow shares

As of February 29, 2024, there were 8,807,500 (2023 – 14,175,000) common shares held in escrow. 10% of the securities were released on closing of the transaction and the remaining balance is released in six equal tranches of 15% every six months thereafter.

Warrants

In connection with the reverse takeover transaction, the Company completed a non-brokered private placement of 4,000,000 subscription receipts at a price of $0.25 per subscription receipt for aggregate gross proceeds of $1,000,000.

23 -

The BC Bud Corporation

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended February 29, 2024, and February 28, 2023

9. Share-based compensation (continued)

Immediately prior to closing the reverse takeover transaction, each subscription receipt issued pursuant to the private placement was converted into one unit of the Company comprising one common share of the Company and one share purchase warrant. Each warrant entitles the holder to acquire one additional common share of the Company at an exercise price of $0.50 per share until September 29, 2023, following the extension of the term of the Warrants approved by the Company. The Warrants are also subject to accelerated expiry provisions, whereby, if the closing price of the Company's common shares exceeds $0.75 per share for a period of ten consecutive trading days, at the Company's election, the 24-month period within which the Warrants are exercisable will be reduced and the holders of the Warrants will be entitled to exercise their Warrants for a period of 30 days commencing on the day the Company provides notice of same.

On February 2, 2023, the Company closed a non-brokered private placement generating gross proceeds of $340,000 through the sale of an aggregate of 6.8 million units at a price of $0.05 per unit. Each unit comprised one common share and one share purchase warrant. Each warrant entitles the holder to acquire an additional common share at a price of $0.15 per share until February 2, 2025. All securities issuable in the placement are subject to a four-month hold period expiring on June 3, 2023, in accordance with applicable securities laws.

As of August 25, 2023, a total of $198,500 was raised through the sale of an aggregate of 2,646,667 units at a price of $0.075 per unit. Each unit comprised one common share and one share purchase warrant. Each whole warrant entitles the holder to purchase a further common share at a price of $0.15 per share for a three-year period. A value of $73,358 was assigned to these warrants, calculated using a share price of $0.08 - $0.10, remaining life of three years, volatility of over 400%, dividend rate of 0% and a risk-free rate of 3.87%-4.04%.

Warrant transactions are summarized as follows:

Warrants	Number of Warrants	Weighted Average Exercise Price
Balance – February 28, 2022	4,000,000	$ 0.50
Granted	6,800,000	0.15
Balance – February 28, 2023	10,800,000	$ 0.28
Granted	2,646,667	0.15
Expired	(4,000,000)	0.50
Balance outstanding and exercisable – February 29, 2024	9,446,667	$ 0.15

Warrants outstanding as at February 29, 2024:

Expiry Date	Number of Warrants	Weighted Average Exercise Price
February 2, 2025	6,800,000	$ 0.15
August 4, 2026	700,000	$ 0.15
August 25, 2026	1,946,667	$ 0.15

24 -

The BC Bud Corporation

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended February 29, 2024, and February 28, 2023

10. Related Party Transactions

Related parties include the directors, corporate officers, key management personnel, significant shareholders and enterprises that are controlled by these. This includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole and its subsidiaries.

During the years ended February 29, 2024, and February 28, 2023, the Company incurred the following amounts towards related parties:

Consulting fees	Year Ended
		February 29, 2024	February 28, 2023
TJT Ventures Ltd. (Management)	$	90,000	$ 90,000
Emily Graham (former CFO)		-	90,000
Brayden Sutton (CEO)		90,000	85,000
	$	180,000	$ 265,000
RSUs vested (note 9)	Year Ended
		February 29, 2024	February 28, 2023
Dayna Lange (former Director)	$	27,563	$ 32,813
Brian Taylor (Director)		27,563	32,813
Justin Chorbajian (Director)		27,563	32,813
Red Fern Consulting Ltd. (former CFO)		-	50,000
	$	82,688	$ 148,438
Share-based compensation	Year Ended
		February 29, 2024	February 28, 2023
Joshua Taylor (Management)	$	-	$ 8,252
Dayna Lange (former Director)		9,574	40,749
Brian Taylor (Director)		9,574	40,749
Justin Chorbajian (Director)		9,574	40,749
Brayden Sutton (CEO)		-	8,252
Red Fern Consulting Ltd. (former CFO)		-	26,526
	$	28,722	$ 165,277
Transactions with		Year Ended
Tricanna Industries Inc, an entity whose CFO is		February 29, 2024	February 28, 2023
Dayna Lange, a former director of the Company
Revenue	$	(13,727)	$ 219,041
Purchases		196,949	667,729
Advances Paid		198,882	753,468

25 -

The BC Bud Corporation

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended February 29, 2024, and February 28, 2023

10. Related Party Transactions (continued)

As of February 28, 2024, the Company had $251,073 (2023 - $26,487) due to related parties included in accounts payable and accrued liabilities. These amounts are non-interest bearing and due on demand.

As of February 28, 2024, the Company had $nil (2023 - $156,755) due from related parties included in accounts receivable.

During the year ended February 28, 2023, the Company issued shares as compensation for services two independent directors and a consultant for 150,000 shares each for an aggregate of 450,000, these were recorded as professional fees and totaled $54,000 based on the share price at the date of issuance.

11. Income Taxes

The provision for income taxes differs from the amount calculated using the Canadian federal and provincial statutory income tax rate of 27% as follows:

	February 29, 2024	February 28, 2023
Loss for the year	$ 1,224,056	$ 1,413,817
Statutory income tax rate	27%	27%
Expected income tax (recovery)	(330,495)	(381,731)
Items not deductible for tax purposes	15,715	53,695
Origination and reversal of temporary differences	3,704	3,704
Unused tax losses and tax offsets not recognized	311,076	324,331
	$ -	$ -

The significant components of the Company's unrecognized temporary differences and unused tax losses that have not been included on the consolidated statements of financial position are as follows:

	February 29, 2024	February 28, 2023
Non-capital loss carry forward	$ 6,711,610	$ 5,487,554
Capital loss carry forward	2,660,993	2,660,993
Share issuance costs	6,900	6,900
Equipment	40,879	27,160
Intangible assets	8,500	8,500
Loan payable	(1,999)	(1,999)
	9,426,883	8,189,108
Valuation allowance	(9,426,883)	(8,189,108)
	$ -	$ -

As of February 28, 2024, the Company has approximately $6,711,610 (2023 - $5,487,554) of non-capital losses in Canada that may be used to offset future taxable income, expiring between 2039 and 2041.

26 -

The BC Bud Corporation

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended February 29, 2024, and February 28, 2023

12. Capital Management

The Company's capital management policy is to maintain a strong but flexible capital structure that optimizes the cost of capital, creditor and market confidence while sustaining the future development of the business.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions. The Company's capital structure includes shareholders' equity. In order to maintain or adjust the capital structure, the Company may from time-to-time issue shares, seek debt financing and adjust its capital spending to manage current and working capital requirements. The Company is not subject to externally imposed capital requirements. There were no changes to the Company's approach to capital management during the year ended February 29, 2024.

13. Financial Instruments

Financial instruments

The Company classifies its cash, term deposits, accounts payable and accrued liabilities and loan payable at amortized cost instruments. The Company considers that the carrying amount of these financial assets and liabilities measured at amortized cost to approximate their fair value due to the short-term nature of the financial instruments. Loan payable is carried at amortized cost, measured at level 2 inputs of the fair value hierarchy.

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values. Although the Company believes its estimates of fair value are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair value.

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its accounts receivable, advances and liquid financial assets, including cash. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash with a chartered bank. The Company considers credit risk with respect to these amounts to be low. The carrying amount of financial assets represents the maximum credit exposure.

27 -

The BC Bud Corporation

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended February 29, 2024, and February 28, 2023

13. Financial Instruments (continued)

Amounts Receivable

Amounts receivable consists of trade receivables of $nil (2023 - $259,785). To reduce the credit risk of amounts receivable, the Company regularly reviews the collectability of the amounts receivable to ensure there is no indication that these amounts will not be fully recoverable. As well, any accounts receivable outstanding for more than 90 days is generally considered bad debt, unless there are strong indications that the debt can be collected based on management expectations and historical collections. Subsequent bad debt collected will be included as a bad debt recovery. As a result, as of February 29, 2024, the Company impaired its accounts receivable balance when arriving at the expected credit losses for of $28,531 (2023 - $305,736) in accordance with IFRS 9, Financial Instruments.

This bad debt was in occurrence with the nationwide CRA revenue absorption of outstanding excise taxes owing which included several processing and distribution partners, causing a cash crunch. During the year the Company collected cash totalling $Nil since the year end from the accounts receivable (2023 - $259,785)

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. As of February 29, 2024, the Company had working capital deficit of $27,954 (2023 – positive of $894,893). All of the Company's current liabilities are due within 90 days of February 29, 2024.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk. The Company is not currently exposed to any significant interest rate foreign currency risk or other price risk.

28 -

The BC Bud Corporation

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended February 29, 2024, and February 28, 2023

14. Supplemental Cash Flow Disclosure

Cash comprise of cash and highly liquid investments having maturity dates of three months or less, which are readily convertible into a known amount of cash at any time and are subject to an insignificant risk to changes in their fair value. Cash at February 29, 2024 consists of $4,202 (2023 - $311,314) in cash held at financial institutions.

	Years Ended February 29,
	2024	2023
Common shares issued for services	$ -	$ 54,000

15. Subsequent Events

On April 12, 2024, the Company closed a $400,000 private placement. The company issued 20 million units at a price of $0.02 per unit. Each unit consisted of one common share and one share purchase warrant. Each warrant entitles the holder to acquire an additional common share at a price of $0.05 per share for a period of 24 months. All securities issuable in the placement are subject to a statutory four-month hold period expiring on August 13, 2024.

29 -

BC·BUD·CO

The BC Bud Corporation

Condensed Consolidated Interim Financial Statements
(Unaudited)

For the three and nine months ended November 30, 2024, and 2023
(Expressed in Canadian Dollars)

The BC Bud Corporation
Condensed Consolidated Interim Statements of Financial Position
(Unaudited - Expressed in Canadian Dollars)

	Notes	November 30, 2024	February 29, 2024
Assets
Current assets
Cash		$ 468,766	$ 4,202
Accounts receivable		43,147	-
Prepaid expenses		8,132	12,015
Other receivable		68,928	94,581
Inventory	4	298,715	487,253
		887,688	598,051
Machinery and equipment		21,719	32,008
Intangible assets		2,007	2,007
		$ 911,414	$ 632,066
Liabilities
Current liabilities
Accounts payable and accrued liabilities	5	$ 156,412	$ 396,650
Loan payable	5	343,057	229,355
		499,469	626,005
Shareholders' equity
Share capital	6	5,928,350	4,965,825
Reserves	6	594,325	594,325
Accumulated Deficit		(6,110,730)	(5,554,089)
		411,945	6,061
		$ 911,414	$ 632,066

Nature of operations and going concern (Note 1)
Subsequent events (Note 13)

On behalf of the Board:

"Brayden Sutton"
Director

"Joshua Taylor"
Director

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

The BC Bud Corporation
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss
(Unaudited - Expressed in Canadian Dollars)

		Three Months Ended November 30		Nine Months Ended November 30
		(Restated – Note 12)		(Restated – Note 12)
	Notes	2024	2023	2024	2023
Revenue		23,494	34,364	66,299	53,175
Cost of sales	12	(55,447)	(68,352)	(255,604)	(105,766)
Amortization and Depreciation	5	(3,430)	(3,430)	(10,289)	(10,289)
Gross margin		(35,383)	(37,418)	(199,594)	(62,880)
Operating expenses
Accretion expense	7,9	4,589	4,347	13,702	9,475
Advertising and promotion		-	(6,906)	1,390	105,399
Bad debts (recovery)	10	-	-	(38,824)	-
Consulting fees	9	71,500	85,347	186,726	208,767
Share-based compensation	9	-	3,910	-	43,302
Office and administration		2,689	(9,901)	27,577	11,770
Professional fees and other		35,654	91,070	166,241	255,349
Interest		-	-	-	440
		114,432	167,867	356,812	634,502
Net operating loss		(149,815)	(205,285)	(556,406)	(697,382)
Other expenses (income)
Foreign exchange loss		224	-	235	577
Net loss for the period		$(150,039)	$(205,285)	$(556,641)	$(697,959)
Basic and diluted loss per common share		$ (0.00)	$ (0.00)	$ (0.01)	$ (0.01)
Weighted average shares outstanding		102,403,204	56,117,232	75,029,891	54,404,117

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

The BC Bud Corporation
Condensed Consolidated Interim Statements of Changes in Shareholders' Equity
(Unaudited - Expressed in Canadian Dollars)

	Share Capital			Accumulated Deficit $	Total $
	Number Outstanding	Amount $	Reserves $
Balance, February 28, 2023	53,470,565	4,790,252	482,407	(4,330,032)	942,627
Share issued for private placement	2,646,667	125,141	73,359	-	198,500
Share issued for compensation	-	-	43,302	-	43,302
Restricted share units vested	393,750	82,688	(82,688)
Net loss for the period	-	-	-	(697,959)	(697,959)
Balance, November 30, 2023	56,510,982	4,998,081	516,380	(5,027,991)	486,470
Balance, February 29, 2024	56,510,982	4,965,825	594,325	(5,554,089)	6,061
Share issued for private placement	45,000,000	775,000	-	-	775,000
Share issuance costs	-	(975)	-	-	(975)
Share issued for services	1,400,000	38,500	-	-	38,500
Shares issued on warrant exercises	3,000,000	150,000	-	-	150,000
Net loss for the period	-	-	-	(556,641)	(556,641)
Balance, November 30, 2024	105,910,982	5,928,350	594,325	(6,110,730)	411,945

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

The BC Bud Corporation
Condensed Consolidated Interim Statements of Cash Flow
(Unaudited – expressed in Canadian Dollars)
For the nine months ending November 30, 2024 and 2023

| | Nine Months Ended
November 30
(Restated – Note 12) | |
| --- | --- | --- |
| | 2024 | 2023 |
| Operating activities | | |
| Net loss for the period | (556,641) | (697,959) |
| Items not involving cash: | | |
| Accretion expense | 13,702 | 9,915 |
| Amortization and depreciation | 10,289 | 10,289 |
| Shares issued for services | 38,500 | - |
| Inventory write-down | 116,388 | - |
| Share-based compensation | - | 43,302 |
| Change in working capital: | | |
| Accounts receivable | (43,147) | (248,592) |
| Other receivable | 25,653 | (4,207) |
| Prepaid expenses | 3,883 | (27,317) |
| Inventory | 72,150 | 83,627 |
| Accounts payable and accrued liabilities | (240,238) | 262,986 |
| Cash used in operating activities | (559,461) | (567,956) |
| Financing activities | | |
| Net proceeds from issuance of common shares | 774,025 | 198,500 |
| Proceeds from exercise of warrants | 150,000 | - |
| Proceeds from loans payable | 100,000 | 110,000 |
| Cash provided by financing activities | 1,024,025 | 308,500 |
| Change in cash | 464,564 | (259,456) |
| Cash – beginning of period | 4,202 | 311,314 |
| Cash – end of period | 468,766 | 51,858 |

Supplemental cash flow disclosure (Note 11)

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

The BC Bud Corporation

Notes to the Condensed Consolidated Interim Financial Statements

(Unaudited – expressed in Canadian Dollars)

For the nine months ending November 30, 2024, and 2023

1. Nature of operations and going concern

The BC Bud Corporation (the "Company") was incorporated under the laws of Alberta and was continued into British Columbia during the year ended December 31, 2000. On March 31, 2020, the Company changed its name from Waterfront Capital Corporation to Entheos Capital Corp. On September 29, 2021, the Entheos Capital Corp. completed a reverse takeover transaction with The BC Bud Corporation and changed its name to The BC Bud Corporation. The BC Bud Corporation is listed on the Canadian Securities Exchange ("CSE") under the symbol "BCBC". The Company's registered office is located at 830 – 999 W Broadway, Vancouver, British Columbia, V5Z 1K5.

The Company is developing recreational cannabis products and brands in the cannabis industry through licensing, white label contract manufacturing agreements with licensed producers within their facilities under the Cannabis Act selling to provincial distributors and marketing to retailers. The Company is not a licensed producer. The Company's active offerings in branded products will include The BC Bud Co flower, infused and vape products, edibles under the brand 'Canna Beans' and "Canna Almonds", concentrates sold as 'Solventless Solutions', and select lifestyle apparel.

The Company is a house of brands that aligns with and relies on licensed cannabis processors and producers to contract manufacture a variety of cannabis products in different product categories. The processors and producers are licensed under the Cannabis Act, Bill C-45, (together with the regulations made thereunder from time to time, the "Cannabis Act"). Through their partnership agreements with licensed manufacturers and distributors, the Company will bring to market specialized flowers, concentrates and edibles.

These condensed consolidated interim financial statements have been prepared on a going concern basis, which contemplates that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Accordingly, these condensed consolidated interim financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

The Company reported a loss of $556,641 for the nine months ended November 30, 2024 (2023 – $697,959) and had an accumulated deficit of $6,110,730 as at November 30, 2024 (February 29, 2024 $5,554,089) and working capital of $388,219 at November 30, 2024 (February 29, 2024 – deficit of $27,954). The Company's ability to continue as a going concern is dependent upon its ability to achieve profitable operations. The achievement of profitable operations is dependent on the demand of its manufactured products by the retailers and maintain in good standing with provincial distributor requirements. The outcome of these matters cannot be predicted at this time. These material uncertainties may cast significant doubt on the Company's ability to continue as a going concern.

The BC Bud Corporation
Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited – expressed in Canadian Dollars)
For the nine months ending November 30, 2024, and 2023

Basis of Preparation

Statement of compliance
These condensed interim financial statements are unaudited and have been prepared in accordance with IAS 34 ‘Interim Financial Reporting’ (“IAS 34”) using accounting policies consistent with the IFRS Accounting Standards issued by the International Accounting Standards Board (IFRS Accounting Standards).

The accounting policies and methods of computation applied by the Company in these condensed consolidated interim financial statements are the same as those applied in the Company’s annual financial statements for the year ended February 29, 2024.

The Board of Directors approved the condensed consolidated interim financial statements for issue on March 7, 2025.

Material Accounting Policy Information

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

The accounting policies set out in Note 3 have been applied consistently by the Company in all periods presented.

Basis of consolidation
These condensed consolidated interim financial statements include the accounts of the Company and its subsidiary. The Company controls its subsidiaries when it is exposed to, or it has rights to variable returns from its involvement with its subsidiaries and has the ability to affect those returns through its power over the subsidiaries. Changes in the Company’s ownership interest in subsidiaries that do not result in a loss of control are accounted for as equity transactions.

Name	Jurisdiction of Incorporation	Percentage Owned
The BC Bud Holdings Corp.	British Columbia, Canada	100%

All material intercompany balances and transactions have been eliminated upon consolidation.

Functional and presentation currency
These condensed consolidated interim financial statements are presented in Canadian dollars, which is the Company’s and its subsidiary’s functional currency. All financial information is expressed in Canadian dollars unless otherwise stated and have been rounded to the nearest dollar.

The BC Bud Corporation
Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited – expressed in Canadian Dollars)
For the nine months ending November 30, 2024, and 2023

Material Accounting Policy Information (continued)

Critical accounting estimates and judgements

The preparation of condensed consolidated interim financial statements in conformity with IFRS Accounting Standard requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. It is reasonably possible that circumstances may arise that would cause actual results to differ from management estimates; however, management does not believe it is likely that such differences will materially affect the Company's financial position. A significant area requiring the use of management estimates and judgments is the impairment of accounts receivable and the estimate of the revenues to be recognized given the return rights of the products of the provincial bodies.

The key areas of judgment applied in the preparation of the condensed consolidated interim financial statements that could result in a material adjustment to the amounts reported in the condensed consolidated interim financial statements include:

Revenue

Revenue from contracts with customers is recognized by following the five-step process defined under IFRS 15. The payment terms over revenue contracts are subject to sell through as the evolution of government reach due to outstanding unpaid excise taxes in the industry and collectability is also reliant on whether the government/CRA garnishes funds due to delinquent manufacturers. This impacts the estimate of revenues to be recognized as returns.

Use of judgments and estimates

The preparation of these condensed consolidated interim financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated interim financial statements and the reported expenses during the period. Actual results could differ from these estimates.

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

The key areas of judgment applied in the preparation of the condensed consolidated interim financial statements that could result in a material adjustment to the carrying amounts of assets and liabilities is as follows:

The BC Bud Corporation
Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited – expressed in Canadian Dollars)
For the nine months ending November 30, 2024, and 2023

Material Accounting Policy Information (continued)

Revenue
Revenue from contracts with customers is recognized by following the five-step process defined under IFRS 15. The payment terms over revenue contracts are subject to sell through as the evolution of government reach due to outstanding unpaid excise taxes in the industry and collectability is also reliant on whether the government/CRA garnishes funds due to delinquent manufacturer. This impacts the estimate of revenues to be recognized as returns.

Financial instruments

Financial assets
The Company classifies its financial assets as fair value through profit or loss or amortized cost. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of financial assets at initial recognition.

Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss ("FVPL") are initially recognized at fair value with changes in fair value recorded in profit or loss. At November 30, 2024, and February 29, 2024 the Company had no FVPL assets.

Amortized cost
Financial assets are classified at amortized cost if both of the following criteria are met and the financial assets are not classified or designated as fair value through profit and loss: 1) the Company's objective for these financial assets is to collect their contractual cash flows and 2) the asset's contractual cash flows solely represent payments of principal and interest. Cash, and cash equivalent, accounts receivable and other receivables are classified as amortized cost.

Financial liabilities
Financial liabilities are non-derivatives and are recognized initially at fair value, net transaction costs, and are subsequently stated at amortized cost. Any difference between the amounts originally received, net of transaction costs, and the redemption value is recognized in profit or loss over the period to maturity using the effective interest method.

Financial liabilities are classified as current or non-current based on their maturity date. Financial liabilities include accounts payable and loans payable.

Fair value hierarchy
Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs in making the measurements. The levels of the fair value hierarchy are defined as follows:

The BC Bud Corporation
Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited – expressed in Canadian Dollars)
For the nine months ending November 30, 2024, and 2023

Material Accounting Policy Information (continued)

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 – Inputs for the asset or liability that are not based on observable market data.

Impairment of financial assets
An entity is required to recognize expected credit losses when financial instruments are initially recognized and to update the amount of expected credit losses recognized at each reporting date to reflect changes in the credit risk of the financial instruments. In addition, IFRS 9 Financial Instruments requires additional disclosure requirements about expected credit losses and credit risk.

Cash
Cash consists of cash on hand, balances with banks and short-term investments with an original maturity date of three months or less.

Accounts receivable
Accounts receivable are amounts due from distributors for the sale of goods and services performed in the ordinary course of business. These amounts are classified as current because the collection is expected in one year or less. Accounts receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less a provision for impairment.

Inventory
Inventory consists of finished goods, packaging, bulk concentrates, pre-rolls and whole flower. Inventory is recorded at the lower of cost and net realizable value. Cost is determined by using the weighted average cost method and includes the cost of provisions to the customer. Net realizable value is the estimated selling price in the ordinary course of business, less selling expenses.

The BC Bud Corporation
Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited – expressed in Canadian Dollars)
For the nine months ending November 30, 2024, and 2023

Material Accounting Policy Information (continued)

Revenue

Revenue from contracts with customers is recognized by following the five-step process defined under IFRS 15:

Identify the contract with a customer: A contract is an agreement between the Company and a Licensed Producer (LP) that creates enforceable rights and obligations. Key characteristics of a contract include:
Approval: Both the company and the LP have approved the contract and are committed to fulfilling their respective obligations.
Payment Terms: Payment terms are established and can include fixed or variable consideration.
Commercial Substance: The contract has a commercial substance, meaning it affects the Company’s cash flow.
Collectability: It is probable that the company will collect the consideration to which it is entitled under the contract.

Identify the Performance Obligations in the Contract: Performance obligations are distinct promises to transfer goods or services to the customer. In the context of cannabis contracts with the LPs common performance obligations may include:
Production of cannabis: The Company’s obligation to produce cannabis according to specified quality standards, and
Sale of cannabis products and final product creation: The Company’s obligation to transfer control of the cannabis products to the LP.
Determine the Transaction Price: The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services. For cannabis contracts, transaction price determination involves the following consideration:

The BC Bud Corporation
Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited – expressed in Canadian Dollars)
For the nine months ending November 30, 2024, and 2023

Material Accounting Policy Information (continued)

Allocate the Transaction Price to Performance Obligations: Once the transaction price is determined, it is allocated to each performance obligation based on the standalone selling prices of the goods or services. The Company has determined that it has one performance obligation with a significant return right that is estimated reducing the transaction value and recognizing revenues that is highly probable of not being reversed. At the nine months ended November 30, 2024, and the year ended February 29, 2024, there were no refund liabilities, revenues were recorded net of returns.
Recognize Revenue When the Performance Obligations Are Satisfied: This occurs at a point in time when the goods are transferred to the Provincial purchaser and distributor

Share capital

Segmented Information

The Company's operations comprise a single reporting segment, being partnership agreements with cannabis producers. As the operations comprise a single reporting segment, amounts disclosed in the condensed consolidated interim financial statements for expenses and loss for the period also represent segmented amounts. All of the Company's operations and assets are in Canada.

Loss per share

The BC Bud Corporation
Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited – expressed in Canadian Dollars)
For the nine months ending November 30, 2024, and 2023

Inventory

Inventory is comprised of the following:

	November 30, 2024	February 29, 2024
Raw materials – packaging	$ 15,100	$ 85,714
Products	283,615	401,539
	298,715	487,253

During the nine months ended November 30, 2024, the Company expensed inventory of $110,974 (2023 - $105,766) as cost of sales. The Company also wrote off inventory for $116,388 (2023 - $nil), this was a result in count and cost adjustments when assessing the net realizable value of inventory.

Loan Payable

a) January 15, 2023; or
b) The occurrence of an event of default.

Additionally, on June 19, 2023, the Company entered into an amending agreement with Sutton Ventures Ltd. to increase the amount of the secured loan from $100,000 to $150,000. During the nine months ended November 30, 2024, accretion and interest expense of $9,982 (2023 - $8,248) was recorded in the condensed consolidated statements of loss and comprehensive loss. As of November 30, 2024, the Company is in default of the loan, which is now payable on demand.

a) July 30, 2024; or
b) The occurrence of an event of default.

The BC Bud Corporation
Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited – expressed in Canadian Dollars)
For the nine months ending November 30, 2024, and 2023

Loan Payable (continued)

During the nine months ended November 30, 2024, accretion expense of $3,720 (2023 - $1,667) was recorded in the condensed consolidated interim statements of loss and comprehensive loss. As of November 30, 2024, the Company is in default of the loan, which is now payable on demand.

On August 30, 2024, the Company agreed to loan $100,000 from Sutton Ventures Ltd., a private entity controlled by Brayden Sutton, CEO and director, for working capital purposes. This loan is due on demand and bears no interest. The loan was repaid subsequent to November 30, 2024.

Share Capital

Authorized share capital

The authorized capital of the Company consists of unlimited common shares without par value.

Share issuances

During the nine months ended November 30, 2024, the Company had the following share capital transactions:

On November 20, 2024, the Company issued 25,000,000 units for proceeds of $375,000 at a price of $0.015 per unit. Each unit comprised of one common share and one share purchase warrant which entitles the holder to acquire an additional common share at a price of $0.10 per share until November 20, 2026. A value of $nil was assigned to these warrants, calculated using the residual value method.
On November 7, 2024, the Company issued 900,000 common shares as compensation to certain directors and consultants. The fair value of the common shares on the issuance date was $13,500, or $0.015 per common share.
On April 12, 2024, the Company issued 20,000,000 units for proceeds of $400,000 through the sale at a price of $0.02 per unit. Each unit comprised one common share and one share purchase warrant. Each warrant entitles the holder to acquire an additional common share at a price of $0.05 per share until April 12, 2026. A value of $nil was assigned to these warrants, calculated using the residual value method.
On March 1, 2024, the Company issued 500,000 common shares issued as compensation to Stock Ventures Inc. for advisory services. The shares were issued at a deemed price of $0.05 per share for a total consideration of $25,000.

The BC Bud Corporation
Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited – expressed in Canadian Dollars)
For the nine months ending November 30, 2024, and 2023

Share Capital (continued)

During the year ended February 29, 2024, the Company had the following share capital transactions:

On August 25, 2023, the Company issued 2,646,667 units at a price of $0.075 per unit for total proceeds of $198,500. Each unit comprised one common share and one share purchase warrant which entitles the holder to purchase a further common share at a price of $0.15 per share for a three-year period.

Stock options

The Company has a stock option plan, last approved on July 29, 2021, which reserves an aggregate number of securities for issuance up to 10% of the number of the outstanding common shares. Under the stock option plan, stock options can be granted for a maximum term of ten years. Further, the exercise price shall not be less than the price of the Company's common shares on the date preceding the date of grant.

Stock option transactions are summarized as follows:

Stock Options	Number of Options	Weighted Average Exercise Price
Balance outstanding and exercisable – February 29, 2024	1,990,000	$ 0.18
Forfeited	(1,040,000)	(0.19)
Balance outstanding and exercisable – November 30, 2024	950,000	$ 0.13

Stock options outstanding as at November 30, 2024:

Expiry Date	Number of Options	Weighted Average Exercise Price
December 14, 2026	250,000	$ 0.20
February 3, 2028	700,000	0.10
Balance outstanding and exercisable – November 30, 2024	950,000	$ 0.13

The Company recognized share-based payments expense of $Nil for options granted and vested during the nine months ended November 30, 2024 (2023 - $14,580).

Share-based payments expense is estimated using the following assumptions. The expected volatility assumption is based on comparable volatility of the Company's common share price on the CSE. The risk-free interest rate assumption is based on yield curves on Canadian government zero-coupon bonds with a remaining term equal to the stock options' expected life. The Company uses historical data to estimate option exercise, forfeiture, and employee termination within the valuation model. The Company has not paid and does not anticipate paying dividends on its common shares.

The BC Bud Corporation
Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited – expressed in Canadian Dollars)
For the nine months ending November 30, 2024, and 2023

Share Capital (continued)

Nine months ended November 30,	2024	2023
Risk-free interest rate	-	3.19%
Expected life of options	-	5 years
Expected annualized volatility	-	78.24%
Dividend rate	-	-
Forfeiture rate	-	-

Restricted share units ("RSUs")

During the nine months ended November 30, 2024, the Company issued no common shares upon vesting (2023 – $Nil). The vesting conditions were time-based vesting conditions with various maturities (minimum of one year). As the performance conditions of the RSU granted were not market-related, the fair value per RSU used to calculate compensation expense for the RSU granted is determined to be $0.25, equal to the market price on the date of grant.

During the nine months ended November 30, 2024, no RSUs vested (2023 – 393,750) and $Nil (2023 – $82,688) was transferred from Contributed Surplus.

Restricted Share Units	Number of RSUs
Unvested balance – February 28, 2023	393,750
Vested and issued as common shares	(393,750)
Balance outstanding and exercisable – February 29, 2024 and November 30, 2024	-

The Company recognized share-based payment expense of $Nil for RSUs during nine months ended November 30, 2024 (2023 - $24,812).

Escrow shares

As at November 30, 2024, there were no common shares held in escrow (February 29, 2024 – 8,807,500). On September 30, 2021, 10% of the securities were released on closing of the transaction and the remaining balance was released in six equal tranches of 15% every six months thereafter. As of September 30, 2024, all shares have been released from escrow.

The BC Bud Corporation
Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited – expressed in Canadian Dollars)
For the nine months ending November 30, 2024, and 2023

Share Capital (continued)

Warrants

Warrant transactions are summarized as follows:

Warrants	Number of Warrants	Weighted Average Exercise Price
Balance at February 29, 2024	9,446,667	0.15
Granted (Note 6)	45,000,000	0.08
Exercised	(3,000,000)	0.05
Balance outstanding and exercisable at November 30, 2024	51,446,667	0.09

Warrants outstanding as at November 30, 2024:

Expiry Date	Number of Warrants	Weighted Average Exercise Price
February 2, 2025 (1)	6,800,000	0.15
April 12, 2026	17,000,000	0.05
August 4, 2026	700,000	0.15
August 25, 2026	1,946,667	0.15
November 20, 2026	25,000,000	0.10

(1) Subsequent to November 30, 2025, the Company modified these warrants extending the terms for an additional twelve months.

Related Party Transactions

As at November 30, 2024 the Company had $28,171 (February 29, 2024 - $251,073) due to related parties included in accounts payable and accrued liabilities. These amounts are non-interest bearing and due on demand.

During the nine months ended November 30, 2024, the Company paid $42,500 to Zeus Capital Ltd., the employer of the former CFO and Corporate Secretary. (2023 - $67,500).

The BC Bud Corporation
Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited – expressed in Canadian Dollars)
For the nine months ending November 30, 2024, and 2023

Related Party Transactions (continued)

During the three and nine months ended November 30, 2024, and 2023, the Company expensed the following amounts towards related parties:

Consulting fees	Three months ended November 30,		Nine months ended November 30,
	2024	2023	2024	2023
TJT Ventures Ltd. (Management)	15,000	22,500	45,000	67,500
Brayden Sutton (CEO and Director)	20,000	22,500	50,000	67,500
Lachlan McLeod (CFO and Corporate Secretary)	6,760	-	6,760	-
Brian Taylor (Former Director)	3,600	-	3,600	-
Justin Chorbajian (Former Director)	3,600	-	3,600	-
Sean Flynn (Former Chief Commercial Officer)	-	-	30,000	-
	48,960	45,000	138,960	135,000
RSUs vested (Note 6)	Three months ended November 30,		Nine months ended November 30,
	2024	2023	2024	2023
Dayna Lange (former Director)	-	2,756	-	27,563
Brian Taylor (Director)	-	2,756	-	27,563
Justin Chorbajian (Director)	-	2,756	-	27,563
	-	8,268	-	82,689
Share-based compensation	Three months ended November 30,		Nine months ended November 30,
	2024	2023	2024	2023
Dayna Lange (former Director)	-	-	-	9,574
Brian Taylor (Director)	-	-	-	9,574
Justin Chorbajian (Director)	-	-	-	9,574
	-	-	-	28,722
Rent expense	Three months ended November 30,		Nine months ended November 30,
	2024	2023	2024	2023
Cybin Therapeutics Inc.	-	-	8,400	-

The BC Bud Corporation
Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited – expressed in Canadian Dollars)
For the nine months ending November 30, 2024, and 2023

Capital Management

The Company’s capital management policy is to maintain a strong but flexible capital structure that optimizes the cost of capital, creditor and market confidence while sustaining the future development of the business.

The Company manages its capital structure and adjusts it in light of changes in economic conditions. The Company’s capital structure includes shareholders’ equity. In order to maintain or adjust the capital structure, the Company may from time-to-time issue shares, seek debt financing and adjust its capital spending to manage current and working capital requirements. The Company is not subject to externally imposed capital requirements. There were no changes to the Company’s approach to capital management during the nine months ended November 30, 2024.

Financial Instruments

Financial instruments

The Company classifies its cash, accounts payable and loan payable as amortized cost instruments. The Company considers that the carrying amount of these financial assets and liabilities measured at amortized cost to approximate their fair value due to the short-term nature of the financial instruments. Loan payable is carried at amortized cost, measured at level 3 inputs of the fair value hierarchy.

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its accounts receivable, advances and liquid financial assets, including cash. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash with reputable financial institutions. The Company considers credit risk with respect to these amounts to be low. The carrying amount of financial assets represents the maximum credit exposure.

The BC Bud Corporation
Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited – expressed in Canadian Dollars)
For the nine months ending November 30, 2024, and 2023

Financial Instruments (continued)

Accounts Receivable
Accounts receivable consists of trade receivables of $43,147 at November 30, 2024 (February 29, 2024 - $Nil). To reduce the credit risk of accounts receivable, the Company regularly reviews the collectability of accounts receivable to ensure there is no indication that these amounts will not be fully recoverable. As well, any accounts receivable outstanding for more than 90 days is generally considered bad debt, unless there are strong indications that the debt can be collected based on management expectations and historical collections. Subsequent bad debt collected will be included as a bad debt recovery. As a result, as at November 30, 2024, the Company impaired its accounts receivable balance when arriving at the expected credit losses of $Nil (2023 - $Nil) in accordance with IFRS 9, Financial Instruments.

Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. As at November 30, 2024, the Company had working capital of $388,219 (February 29, 2024 – deficit of $27,954). All of the Company’s current liabilities are due within 90 days of November 30, 2024, or on demand.

Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk. The Company is not currently exposed to any significant interest rate foreign currency risk or other price risk.

Debt Settlement
During the nine months ended November 30, 2024, a customer settled $38,824 in accounts receivable by with product, the product was recorded at the lower of costs and net realizable value. As this receivable amount was previously written off, this settlement was recorded as a recovery of bad debt of $38,824.

During the nine months ended November 30, 2024, $31,973 in accounts payable, previously written off as of February 29, 2024, was assigned to a third party and considered payable, resulting in an increase of $31,973 in accounts payable and cost of sales as a result.

The BC Bud Corporation
Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited – expressed in Canadian Dollars)
For the nine months ending November 30, 2024, and 2023

Supplemental Cash Flow Disclosure

Cash at November 30, 2024 consists of $468,766 (February 29, 2024 - $4,202) in cash held at financial institutions.

	Nine months ended
	November 30, 2024	November 30, 2023
Common shares issued for services	$ 38,500	$ -

Restatement

During the preparation of the condensed consolidated interim financial statements for the nine months ended November 30, 2024, the Company identified certain errors in connection with the review of the revenue recognition, inventory, accounts receivables and prepaid expenses.

The table below summarizes the restated condensed consolidated interim financial statements for three and nine months ended November 30, 2024, and 2023:

November 30, 2024 - Nine months ended

Condensed Consolidated Interim Statements of Income and Comprehensive Income	As previously reported	Adjustments	As Restated
Revenues	$ (80,037)	13,738	$ (66,299)
Cost of Sales	$ 132,288	123,316	$ 255,604
Net Loss and Comprehensive Loss	$ 507,923	48,718	$ 556,641

November 30, 2024 – Three months ended

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss	As previously reported	Adjustments	As Restated
Revenues	$ 37,232	(13,738)	$ 23,494
Cost of Sales	$ 48,159	7,288	$ 55,447
Net Loss and Comprehensive Loss	$ 129,373	20,666	$ 150,039

The BC Bud Corporation
Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited – expressed in Canadian Dollars)
For the nine months ending November 30, 2024, and 2023

Restatement (continued)

November 30, 2024 - Nine months ended

Condensed Consolidated Interim Statements of Financial Position	As previously reported	Adjustments	As Restated
Accounts receivable	$ 56,885	(13,738)	$ 43,147
Prepaid expenses	$ 20,632	(12,500)	$ 8,132
Inventory	$ 321,195	(22,480)	$ 298,715

November 30, 2023 – Nine months ended

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss	As previously reported	Adjustments	As Restated
Revenues	$ 534,731	(481,556)	$ 53,175
Cost of Sales	$ 587,322	(481,556)	$ 105,766

November 30, 2023 – Three months ended

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss	As previously reported	Adjustments	As Restated
Revenues	$ (74,939)	40,575	$ (34,364)
Cost of Sales	$ 259,241	(190,889)	$ 68,352
Net Loss and comprehensive Loss	$ 355,599	(150,314)	$ 205,285

Subsequent Events

The following transactions occurred subsequent to November 30, 2024:

Subsequent to November 30, 2024, the Company issued 21,986,813 units for proceeds of $1,649,011 at a price of $0.075 per unit. Each unit is comprised of one common share and one share purchase warrant which entitles the holder to acquire an additional common share at a price of $0.15 per share for a period of 24 months. The Company incurred finders' fees of $21,912 and issued 292,160 finders warrants. Each finders warrant is exercisable into one unit of the Company at a price of $0.075 per finder unit for a period of 24 months, with each finders unit comprised of one common share and one warrant.
On January 22, 2025, the Company granted 8,000,000 stock options to certain directors, officers and consultants of the Company, pursuant to the Company's omnibus share incentive plan. Each option is exercisable by the holder for one common share at an exercise price of $0.12 for a period of two years.

The BC Bud Corporation
Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited – expressed in Canadian Dollars)
For the nine months ending November 30, 2024, and 2023

Subsequent Events (continued)
On January 31, 2025, the Company granted 750,000 stock options to certain consultants of the Company. Each option is exercisable by the holder to purchase one common share of the Company at an exercise price of $0.12 for a period of two years.
The Company issued 4,725,000 common shares pursuant to the exercise of warrants. The exercise of warrants totaled was for gross proceeds of $236,250.
On February 21, 2025, the Company announced that it intends to complete a change of business from a cannabis issuer to an investment issuer (the "Proposed Change of Business"). Following a thorough evaluation of the Company's existing operations and a review of its strategic options, the Company believes that the experience and industry contacts of the board and management will enable it to identify and capitalize upon investment opportunities and ultimately bring greater value to the Company's shareholders as an investment issuer.

Upon completion of the Proposed Change of Business, the Company's primary focus will be to seek returns through investments in accordance with its investment policy. Specifically, the Company will operate as a diversified investment company focused on investing in digital and physical non-fiat assets, businesses and private and publicly listed entities that are involved in high-growth industries, with a particular focus on hard commodities, cryptocurrencies and the resource sector.

As part of the Change of Business, the Company will change its name to "Digital Commodities Capital Corp."

Subsequent to November 30, 2024, the Company acquired 100,000 XRP through a Coinsquare account.

F-1

SCHEDULE "F" MANAGEMENT'S DISCUSSION AND ANALYSIS

See attached.

1407-0799-0289, v. 21

The BC Bud Corporation

Management’s Discussion and Analysis

For the year ended February 29, 2024

1500 – 409 Granville Street Vancouver, BC
V6C 1T2

The BC Bud Corporation
Management's Discussion and Analysis – February 29, 2024

Forward-Looking Information

The following management's discussion and analysis ("MD&A"), prepared as of October 15, 2024 is a review of operations, current financial position and outlook for The BC Bud Corporation. This MD&A should be read in conjunction with The BC Bud Corporation's (the "Company" or "BCBC") consolidated financial statements and the accompanying notes for the year ended February 29, 2024 and February 28, 2023, all as prepared in accordance with IFRS Accounting Standards ("IFRS"). The Company's consolidated financial statements and other information relating to the Company are filed on the SEDAR website at www.sedar.com. All amounts are stated in Canadian dollars unless otherwise indicated. Due to an enforcement report dated December 7, 2023 as issued by the Canadian Public Accountability Board (CPAB) against the company's former auditor, BF Borgers CPA PC. Pursuant to the enforcement report, the former auditor is prohibited from accepting Canadian reporting issuers as clients. The former auditor was asked to resign by the company which finally occurred on March 12, 2024. The company confirms that, at this time, there have been no reservations or modified opinions in the former auditor's reports for any period during which the former auditor was the auditor of the company. The board approved the resignation of the former auditor and the appointment of the successor auditor in place of the former auditor. At the request of the British Columbia Securities Commission (the BCSC), the company was asked to amend and restate its audited consolidated financial statements for the fiscal year ended February 28, 2023, and in light of the enforcement report, the company has requested the successor auditor to review the matters raised by the BCSC and their impact on the scope of the audit for the fiscal 2024 year-end. The successor auditor has reaudited the fiscal year ended February 28, 2023, as part of this engagement.

This report includes certain statements that may be deemed "forward-looking statements" within the meaning of applicable securities legislation. All statements, other than statements of historical facts that address such matters as future events or developments that the Company expects, are forward looking statements and, as such, are subject to risks, uncertainties, assumptions and other factors of which are beyond the reasonable control of the Company. You can identify these statements by forward-looking words such as "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimated", "projects", "potential", "scheduled", forecast", "budget", and similar expressions, or that events or conditions "will", "would", "may", "could", "should" or "might" occur and similar words. Such statements give the Company's current expectations or forecasts of future events and are not guarantees of future performance and actual results or developments may differ materially from those expressed in, or implied by, this forward-looking information. With respect to forward-looking statements and information contained herein, we have made numerous assumptions including among other things anticipated costs and expenditures and the Company's ability to achieve its goals. Although management believes that the assumptions made, and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Factors that could cause actual results to differ materially from those in forward-looking statements include, for example, such matters as continued availability of capital and financing and general economic, market or business conditions. Although we have attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements or information, there may be other factors that cause actual results, performances, achievements or events not to be anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. Any forward-looking statements are expressly qualified in their entirety by this cautionary statement.

The BC Bud Corporation
Management's Discussion and Analysis – February 29, 2024

The information contained herein is stated as of the current date and subject to change after that date and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

Description of Business

BCBC is a house of brands that aligns with and rely on licensed cannabis processors and producers to contract manufacture a variety of cannabis products in different product categories. The processors and producers are licensed under the Cannabis Act and Bill C-45, (together with the regulations made thereunder from time to time, the "Cannabis Act"). Through their partnership agreements with licensed manufacturers and distributors, the Company will bring to market specialized flowers, concentrates, edibles, beverages, and apparels.

In Q3 2022, infused pre rolls launched in BC and Alberta, vape and concentrate sales launched Alberta and Saskatchewan, and edibles launched in Ontario and Saskatchewan.

On December 20, 2022, BCBC entered into a sales partnership with Higher Peaks Agency to provide a "boots on the ground" retail sales force across Canada.

On May 18, 2023, BCBC launched six new products, including two live hash rosin budders, two live hash rosin-infused B.C. Bud Corp. flower PR strains, a Mosambi live hash rosin vape cart, and Alaskan Thunder F (ATF) two-piece one gram (a preroll flower SKU (stock-keeping unit)).

On June 27, 2023, BCBC entered a partnership with TobaRolling Inc., Manitoba's leading distributor of cannabis products, supplying every store in the province.

On August 2, 2023, BC Cannabis Stores has selected BCBC's Mosambi live hash rosin vape cart, Mosambi live hash rosin budder and Narang Tang live hash rosin budder for its select outlet stores.

On October 11, 2023, BCBC entered into a consulting agreement with Stox Ventures Inc., a company led by Karim Mohamedani, to provide advisory services to management.

The BC Bud Corporation
Management's Discussion and Analysis – February 29, 2024

On October 16, 2023, Dayna Lange resigned from the board of directors of BCBC, effective immediately.

Change of Auditor

The Company's former auditor, Smythe LLP, resigned effective August 5, 2022. Smythe has not expressed any modified opinion in its reports for the two most recently completed fiscal years of the Company, nor for the period from the most recently completed period for which Smythe issued an audit report in respect of the Company.

MNP LLP was appointed as the successor auditor effective September 23, 2022.

The Company requested the resignation of MNP LLP effective as at May 31, 2023 and BF Borgers CPA PC was appointed as the successor auditor of the Company effective as of May 31, 2023.

The resignations and appointments of auditors of the Company was considered and approved by the audit committee and the board of directors of the Company.

On May 27, 2024 the Company appointed Davidson & Company LLP as its auditor.

OTCQB Trading

The Company's common shares began trading on the OTCQB on October 3, 2022 and currently trades under the symbol "BCBCF".

Reverse Takeover Transaction

All of the payment shares are subject to escrow pursuant to the policies of the CSE and will be released from escrow based on the passage of time, such that 10% of the securities were released on closing and the balance will be released in six equal tranches of 15% every six months thereafter.

In connection with the Transaction, Entheos Capital Corp. completed a non-brokered private placement of 4,000,000 subscription receipts at a price of $0.25 per subscription receipt for aggregate gross proceeds of $1,000,000.

Immediately prior to closing the Transaction, each subscription receipt issued pursuant to the private placement was converted into one unit of the Company comprising one common share of the Company and one share purchase warrant (each a "Warrant").

The BC Bud Corporation

Management's Discussion and Analysis – February 29, 2024

Each Warrant entitles the holder to acquire one additional common shares of the Company at an exercise price of $0.50 per share until September 29, 2023, following the extension of the term of the Warrants approved by the Company. The Warrants are also subject to accelerated expiry provisions, whereby, if the closing price of the Company's common shares exceeds $0.75 per share for a period of ten consecutive trading days, at the Company's election, the 24-month period within which the Warrants are exercisable will be reduced and the holders of the Warrants will be entitled to exercise their Warrants for a period of 30 days commencing on the day the Company provides notice of same.

Summary of Quarterly Results

The following is a summary of consolidated quarterly results of the Company for the eight most recently completed financial quarters ended February 29, 2024:

	February 29, 2024	November 30, 2023	August 31, 2023	May 31, 2023
Total assets	$ 632,066	$ 1,555,655	$ 1,797,092	$ 1,850,360
Working capital	(27,954)	769,713	1,117,971	1,096,298
Shareholders' equity	6,061	807,158	1,158,846	1,140,602
Total revenue	(473,249)	74,939	262,213	197,579
Total gross margin	112,094	(184,302)	52,228	79,483
Operating expenses	647,667	166,950	241,221	227,145
Net income (loss) and comprehensive loss	(526,097)	(355,599)	(192,662)	(149,698)
Basic loss per share	(0.01)	(0.01)	(0.00)	(0.00)
Diluted loss per share	(0.01)	(0.01)	(0.00)	(0.00)
	February 28, 2023	November 30, 2022	August 31, 2022	May 31, 2022
---	---	---	---	---
Total assets	$ 1,270,803	$ 1,361,781	$ 1,402,510	$ 1,684,188
Working capital	894,893	984,115	1,191,645	1,371,156
Shareholders' equity	942,627	1,035,279	1,171,456	1,429,179
Total revenue	(512,572)	161,727	295,247	324,837
Total gross margin	64,680	(46,524)	37,679	(209,303)
Operating expenses	594,068	125,515	249,577	298,269
Net loss and comprehensive loss	(519,455)	(173,975)	(214,227)	(506,160)
Basic loss per share	(0.01)	(0.00)	(0.01)	(0.01)
Diluted loss per share	(0.01)	(0.00)	(0.01)	(0.01)

For the Year Ended February 29, 2024

The Company had a net loss for the year ended February 29, 2024 of $1,224,056 (2023 - $1,413,817). The net decrease of $189,761 in the net loss for year ended February 29, 2024 compared to the year ended February 28, 2023 was impacted by the differences below:

The BC Bud Corporation
Management's Discussion and Analysis – February 29, 2024

Gross margin of $59,503 (2023 – $(153,468)) increased due to lower cost of goods sold from decreased product costs in 2024. This is related to relatively higher competition in the market place in 2023, leading to more returns and lower revenues, and increased costs of materials. In 2024, there were no changes in revenue segments, but there were significant changes in sales volume (and revenue) due to several partners becoming delinquent. In addition, the Company ended the relationship with several groups due to their debt obligations to the Canada Revenue Agency, and the Company was forced to discontinue specific branded product sales, due to receivables not being able to be collected as these groups' funds were garnished by government. Cost of sales also increased due to costs of additional processing when product had to be sent back and handled again by our partners, which then leads to higher storage and relabeling costs to fit specifications to be sold again.
Accretion of $14,324 (2023 - $7,685) increased due to interest costs from additional loans that were outstanding during 2024.
Advertising and promotion of $111,955, consisted of $86,895 in marketing fees, $22,060 in media services, $2,800 in investor relations expenses, and $200 in other advertising expenses (2023 - $65,766, consisted of $5,800 in marketing fees, $3,880 in media services, $1,100 in other advertising expenses, and $54,986 in social media consulting) increased due to 2024 a few large marketing and public relations campaigns in 2024 aimed at promotion, paid to 3 main advertising companies. There were also more online media services, with a campaign paid for online awareness and advertising. Finally, social media consulting expenses were reclassified to consulting fees, and offset a part of the increase.
Bad debt of $28,531 (2023 - $305,736) decreased due to a significant decrease in the write off of receivables that occurred during 2024 compared to 2023.
Write off inventory of $311,472 (2023 - $17,839) increased due to an increase in count and cost adjustments when assessing the net realizable value of inventory.
Consulting fees of $280,981, consisted of $195,750 in contract management fees, and $85,231 in social media and operational consulting fees, - (2023 - $325,196, consisted of $265,000 in contract management fees, and $60,196 in capital markets and operational consulting fees) decreased due to CFO fees being categorized as professional fees instead of contract management, and capital markets and operational consulting has reduced due to cost cutting activities. However, a part of this decrease was offset by increased with social media consulting as they are a legal and reliable way for the Company to market brands and products.
Stock based compensation of $88,991 (2023 - $190,742) decreased due to the issuance of less options in 2024 compared to 2023.
Office and administration expense of $16,659 (2023 - $4,581) increased due to increased administrative and travel expenses in 2024, from a higher level of administrative activities.
Professional fees of $397,253, consisted of $127,317 in professional fees, $205,077 in accounting and audit fees, and $64,859 in legal fees (2023 - $214,089, consisted of $112,286 in professional fees, $51,452 in accounting and audit fees, and $50,351 in legal fees) increased due to CFO fees being categorized as professional fees instead of contract management, audit fees increasing significantly due to the need to reaudit 2023, as well as more legal activity/services required in 2024 due to increased business and financing activity, and regulatory compliance requirements.
Regulatory and transfer agent fees of $26,675 (2023 – $66,467) decreased due to higher listing and filing fees incurred in 2023 for the Company's OTC listing.
Insurance expense of $Nil (2023- $32,175) decreased due to insurance policies carried by the Company in 2023.
Trademark registration expense of $6,000 (2023- $Nil) increased due to licensing fees paid, and trademark filing and applications made in 2024.
Director fees of $Nil (2023- $36,000) decreased due to cost reduction efforts of the Company in 2024.
6 -

The BC Bud Corporation
Management's Discussion and Analysis – February 29, 2024

For the three-month period ended February 29, 2024:

The Company had a net loss for the three-month period ended February 29, 2024 of $526,098 (2023 - $519,454). The net increase of $6,644 in the net loss for the three-month period ended February 29, 2024, compared to the three-month period ended February 28, 2023 was impacted by the differences below:

Gross margin of $112,094 (2023 – $64,680) increased due to a decrease in revenue from increased returns, accompanied by proportionately a larger reduction in cost of goods sold in 2024. This is related to higher competition in the market place in 2023, leading to more returns and lower revenues, and increased costs of materials.
Advertising and promotion of $6,556 (2023 - $9,922) decreased related to lower marketing fees from advertising campaigns and cost reduction efforts of the Company in 2024.
Bad debt of $28,531 (2023 - $305,736) decreased due to a significant decrease in the write off of receivables that occurred during 2024 compared to 2023.
Write off inventory of $311,472 (2023 - $17,839) increased due to an increase in count and cost adjustments when assessing the net realizable value of inventory.
Consulting fees of $72,214 (2023 - $73,910) decreased due to decreased use of contract management and consulting services to develop the business in 2024.
Stock based compensation of $45,689 (2023 - $53,395) decreased due to the issuing of more options in 2023 compared to the same period of 2024.
Professional fees of $182,347 (2023 - $94,815) increased due to increased accounting, audit and legal fees related to regulatory requirements.
Office expense of $4,889 (2023 - $(4,199)) increased due to higher business activity in 2024 and expense reversals in 2023.
Regulatory and transfer agent fees of $5,874 (2023 – $9,254) decreased due to higher listing and filing fees incurred in 2023 for the Company's OTC listing.
Trademark registration expense of $(13,500) (2023- $Nil) decreased due to a refund of trademark filing applications made in earlier 2024.
Director fees of $Nil (2023- $36,000) decreased due to cost reduction efforts of the Company in 2024.

Off Balance Sheet Arrangements

The Company is not a party to any off-balance sheet arrangements or transactions.

Proposed Transactions

Other than the Transaction described above, there are no other proposed transactions.

Liquidity and Capital Resources

At February 29, 2024, the Company had working capital of $(27,954) compared to $894,893 for the same period of 2023.

All the current accounts payable and accrued liabilities are due and payable within 12 months.

The BC Bud Corporation
Management's Discussion and Analysis – February 29, 2024

The Company's working capital amounts are as follows:

	February 29, 2024	February 28, 2023
Cash and cash equivalents	$ 4,202	311,314
Other receivable	94,581	68,897
Accounts receivable	-	259,785
Prepaid expenses	12,015	-
Inventory	487,253	583,073
Accounts payable and accrued liabilities	(396,650)	(227,895)
Loan payable	(229,355)	(100,281)
	$ (27,954)	894,893

Overall cash utilization for operating activities decreased from 2023 to 2024. In the year ended February 29, 2024, the Company expended $620,362 in operating activities as compared to $1,431,705 in 2023. The overall decrease in cash utilization is due to the management of working capital items, such as receivables.

During the year ended February 29, 2024, cash provided by financing activities was $313,250 (2023 - $340,000). The Company received $198,500 (2022 - $340,000) in proceeds from private placements and $114,750 in proceeds from loans (2023 - $Nil).

The Company has incurred losses since inception and the ability of the Company to continue as a going concern depends upon its ability to generate cash flow through the sales of products and the issuance of common shares pursuant to private placements. The Company has relied primarily on equity financings for all funds raised to date for its operations but has also been dependent on loans made by related parties. The Company needs more funds to finance its operations. Capital markets may not always be receptive to offerings of new equity from treasury or debt, whether by way of private placements or public offerings. This may be further complicated by the limited liquidity for the Company's shares, restricting access to some institutional investors. The Company's growth and success is dependent on additional external sources of financing which may not be available on acceptable terms.

The Company works to meet its administrative overhead and finance operations going forward. If adequate financing is not available when required, the Company may be required to delay, scale back or eliminate expenditures and/or investments and may be unable to continue in operation. There is no assurance that any future funding can be accomplished as it would be wholly dependent on the state of the capital markets for junior cannabis companies. The Company does not anticipate the payment of dividends in the future

Transactions with Related Parties

During the years ended February 29, 2024, and February 28, 2023, the Company incurred the following amounts towards related parties:

The BC Bud Corporation

Management's Discussion and Analysis – February 29, 2024

Consulting fees	Year Ended
	February 29, 2024	February 28, 2023
TJT Ventures Ltd. (Management)	$ 90,000	$ 90,000
Emily Graham (former CFO)	-	90,000
Brayden Sutton (CEO)	90,000	85,000
	$ 180,000	$ 265,000
RSUs vested	Year Ended
---	---	---
	February 29, 2024	February 28, 2023
Dayna Lange (former Director)	$ 27,563	$ 32,813
Brian Taylor (Director)	27,563	32,813
Justin Chorbajian (Director)	27,563	32,813
Red Fern Consulting Ltd. (former CFO)	-	50,000
	$ 82,688	$ 148,438
Share-based compensation	Year Ended
---	---	---
	February 29, 2024	February 28, 2023
Joshua Taylor (Management)	$ -	$ 8,252
Dayna Lange (former Director)	9,574	40,749
Brian Taylor (Director)	9,574	40,749
Justin Chorbajian (Director)	9,574	40,749
Brayden Sutton (CEO)	-	8,252
Red Fern Consulting Ltd. (former CFO)	-	26,526
	$ 28,722	$ 165,277
Transactions with Tricanna Industries Inc, an entity whose CFO is Dayna Lange, a former director of the Company	Year Ended
---	---	---
	February 29, 2024	February 28, 2023
Revenue	$ (13,727)	$ 219,041
Purchases	196,949	667,729
Advances Paid	198,882	753,468

As at February 28, 2024, the Company had $251,073 (2023 - $26,487) due to related parties included in accounts payable and accrued liabilities. These amounts are non-interest bearing and due on demand.

As at February 28, 2024, the Company had $nil (2023 - $156,755) due from related parties included in accounts receivable.

During the year ended February 28, 2023, the Company issued shares as compensation for services to two independent directors and a consultant for 150,000 shares each for an aggregate of 450,000, these were recorded as professional fees and totaled $54,000 based on the share price at the date of issuance.

The BC Bud Corporation
Management's Discussion and Analysis – February 29, 2024

Capital Management

Financial Instruments

Fair Value

The Company classifies its cash, term deposits, accounts payable and accrued liabilities and loan payable are carried at amortized cost. The Company considers that the carrying amount of these financial assets and liabilities measured at amortized cost to approximate their fair value due to the short-term nature of the financial instruments. Loan payable is carried at amortized cost, measured at level 2 inputs of the fair value hierarchy.

Credit risk

Amounts Receivable

10 -

The BC Bud Corporation
Management's Discussion and Analysis – February 29, 2024

As a result, as at February 29, 2024, the Company impaired its accounts receivable balance when arriving at the expected credit losses for of $28,531 (2023 - $305,736) in accordance with IFRS 9, Financial Instruments.

Supplemental Cash Flow Disclosure

Cash and cash equivalents comprise of cash and highly liquid investments having maturity dates of three months or less, which are readily convertible into a known amount of cash at any time and are subject to an insignificant risk to changes in their fair value. Cash and cash equivalents at February 29, 2024 consist of $4,202 (2023 - $311,314).

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. As at February 29, 2024, the Company had working capital deficit of $27,954 (2023 – positive of $894,893). All of the Company's current liabilities are due within 90 days of February 29, 2024.

Market risk

Material Accounting Policy Information

The preparation of consolidated financial statements in conformity with IFRS Accounting Standard requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. It is reasonably possible that circumstances may arise that would cause actual results to differ from management estimates; however, management does not believe it is likely that such differences will materially affect the Company's financial position. Significant areas requiring the use of management estimates and judgments is the impairment of accounts receivable.

Critical accounting judgements: Going concern

The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. The Company is aware that material uncertainties exist related to events or conditions that may cast significant doubt upon the Company's ability to continue as a going concern.

The BC Bud Corporation
Management's Discussion and Analysis – February 29, 2024

Critical accounting estimates: Income taxes

Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Management's Responsibility for Consolidated Financial Statements

The information provided in this report, including the consolidated financial statements, is the responsibility of management. In the preparation of these consolidated financial statements, estimates are sometimes necessary to make a determination of future values for certain assets or liabilities.

Management believes such estimates have been based on careful judgements and have been properly reflected in the consolidated financial statements.

Outstanding Share Data as of February 29, 2024

a) Authorized Share Capital: unlimited number of common shares without par value
b) Issued and Outstanding Shares: 56,510,982 common shares

Share issuances

During the year ended February 28, 2024, the Company had issued 3,040,417 common shares with a fair value of $207,830 (2023 - 8,627,083 common shares with a fair value of $663,233).

During the year ended February 28, 2024, the Company:

a) Issued 2,646,667 common shares issued for private placement
b) Issued 393,750 common shares granted as Restricted stock units

During the year ended February 28, 2023, the Company:

c) Issued 6,800,000 common shares issued for private placement
d) Issued 1,377,083 common shares granted as Restricted stock units
e) Issued 450,000 common shares granted to directors and consultants

12 -

The BC Bud Corporation
Management's Discussion and Analysis – February 29, 2024

On February 2, 2023, the company closed a non-brokered private placement generating gross proceeds of $340,000 through the sale of an aggregate of 6.8 million units at a price of $0.05 per unit.

On February 28, 2023 with the completion of the company's 2023 financial year-end, the company issued as compensation to its independent directors 100,000 shares each for an aggregate of 300,000 shares at a deemed price of $0.12 per share. The company has also issued 150,000 shares to its adviser, Marc Lustig, for services provided through the year.

During the year ended February 29, 2024, 2,646,667 units, consisted of a common share and a warrant, were issued at $0.075 per unit for gross proceeds of $198,500. These warrants have an exercise price of $0.15 per warrant and a life of three years. A value of $73,359 was assigned to these warrants, calculated using a share price of $0.08 - $0.12, remaining life of three years, volatility of over 200%, dividend rate of 0% and a risk-free rate of 3.87%-4.04%.

c) Outstanding incentive stock options:

Stock options

On March 12, 2023, Company has approved 150,000 options to be issued and granted to Daniel Southan-Dwyer, expiring March 12, 2028, with an exercise price of $0.15.

Stock option transactions are summarized as follows:

Stock Options	Number of Options	Weighted Average Exercise Price
Balance – February 28, 2023	1,840,000	$ 0.18
Granted	150,000	$ 0.15
Balance outstanding and exercisable – February 29, 2024	1,990,000	$ 0.18

The BC Bud Corporation

Management's Discussion and Analysis – February 29, 2024

Stock options outstanding as at February 29, 2024:

Expiry Date	Number of Options	Weighted Average Exercise Price
December 14, 2026	1,140,000	$ 0.20
February 3, 2028	700,000	$ 0.10
March 12, 2028	150,000	$ 0.15

The Company recognized share-based payments expense of $60,269 (2023 - $41,258) for options granted and vested during the year.

	February 29, 2024	February 28, 2023
Risk-free interest rate	3.31%	3.54%
Expected life of options	5 years	5 years
Expected annualized volatility	202.87%	199.59%
Dividend rate	-	-
Forfeiture rate	-	-

d) Outstanding RSU's

During the year ended February 29, 2024, the Company issued 393,750 (2023 – 1,377,083) RSUs upon vesting. The vesting conditions were time-based vesting conditions with various maturities (minimum of one year). As the performance conditions of the RSU granted were not market-related, the fair value per RSU used to calculate compensation expense for the RSU granted is determined to be $0.25, equal to the market price on the date of grant.

During the year ended February 29, 2024, 393,750 RSUs (2023: 1,377,083) vested and $82,688 (2023: $344,271) was transferred from Contributed Surplus.

On January 16, 2023, 1,466,667 RSUs were forfeited

The BC Bud Corporation
Management's Discussion and Analysis – February 29, 2024

Vesting date	Number of RSUs
September 29, 2022	1,377,083
September 29, 2023	393,750
Balance	1,770,833

The Company recognized share-based payment expense of $28,722 (2023 - $149,483) for RSUs accrued and issued during the year ended February 29, 2024.

e) Outstanding escrow shares

As at February 29, 2024, there were 8,807,500 (2023 – 14,175,000) common shares held in escrow. 10% of the securities were released on closing of the transaction and the remaining balance is released in six equal tranches of 15% every six months thereafter.

f) Outstanding warrants

Immediately prior to closing the reverse takeover transaction, each subscription receipt issued pursuant to the private placement was converted into one unit of the Company comprising one common share of the Company and one share purchase warrant. Each warrant entitles the holder to acquire one additional common shares of the Company at an exercise price of $0.50 per share until September 29, 2023, following the extension of the term of the Warrants approved by the Company. The Warrants are also subject to accelerated expiry provisions, whereby, if the closing price of the Company's common shares exceeds $0.75 per share for a period of ten consecutive trading days, at the Company's election, the 24-month period within which the Warrants are exercisable will be reduced and the holders of the Warrants will be entitled to exercise their Warrants for a period of 30 days commencing on the day the Company provides notice of same.

15 -

The BC Bud Corporation

Management's Discussion and Analysis – February 29, 2024

Warrant transactions are summarized as follows:

Warrants	Number of Warrants	Weighted Average Exercise Price
Balance – February 28, 2023	10,800,000	$ 0.28
Granted	2,646,667	0.15
Expired	(4,000,000)	0.50
Balance outstanding and exercisable – February 29, 2024	9,446,667	$ 0.15

Warrants outstanding as at February 29, 2024:

Expiry Date	Number of Warrants	Weighted Average Exercise Price
February 2, 2025	6,800,000	$ 0.15
August 4, 2026	700,000	$ 0.15
August 25, 2026	1,946,667	$ 0.15

Previous Financings – Use of Funds

RTO Financing - May 31, 2021

Principal Purpose	Budgeted Expenditures	Actual Expenditures
Estimated general and administrative costs over the 12 months following the Listing Date	788,000	735,143
Inventory, Materials and Equipment Purchases	370,000	591,388
Completion of short-term business objectives of the Target (Breakdown Below)	875,000	1,011,749
Unallocated working capital	163,091	433,291
	2,196,091	2,771,571
Milestones	Target Date	Cost
---	---	---
Commence sales of "CannaBeans"	Q3 2021	90,000
Commence sales of "Solventless Solutions concentrate"	Q4 2021	125,000
Commence sales of flower	Q3 2021	80,000
Commence sales of vape cartridges	Q3 2021	150,000
Commence sales of cannabis infused beverage	Q4 2021	100,000
New product and brand development, including "Buds" non-alcoholic beer and other research and development and materials costs	Ongoing	330,000
		875,000

The table above shows funds available at the time of completion of the Issuer's RTO transaction on September 29, 2021 and the principal planned purpose for available funds compared with approximately amounts actually spent as at February 28, 2023.

Actual expenses on the Issuer's short-term objectives were higher than expected due to the following factors:

The BC Bud Corporation

Management's Discussion and Analysis – February 29, 2024

(b) Concentrate sales were also delayed as a result of the Issuer's partner experiencing licensing delays and increased marketing during the delays
(c) Launch of flower required larger upfront purchases to ensure product inventory for expanded markets, particularly in Ontario
(d) Costs exceeded projections on vaping cartridges due to upfront packaging and hardware costs. Extraction costs also exceeded expectations due to minimum extraction, product non-compliance and shipping delays
(e) Beverage project was paused due to size of existing market and expected increased costs for formulation and sustainability testing
(f) Given overruns relative to flower and vape, the Issuer reduced its budgeted R&D and new product development allocations

Private Placement - February 2023
| Funds Raised | 340,000 |
| --- | --- |
| Stated purpose in news release | Business development and general working capital |
| Actual Use | The funds have been spent on acquisition of inventory, financing receivables, and general operating costs |
| Variances and impact of variances | No material variances have been identified by the Company. Proceeds have been used as intended to date and to finance the Company's operations while meeting administrative requirements. |
| Private Placement - August 2023 | |
| Funds Raised | 198,500 |
| Stated purpose in news release | Business development and general working capital |
| Actual Use | The funds have been spent on acquisition of inventory, financing receivables, and general operating costs |
| Variances and impact of variances | No material variances have been identified by the Company. Proceeds have been used as intended to date and to finance the Company's operations while meeting administrative requirements. |
| Private Placement – April 2024 | |
| Funds Raised | 400,000 |
| Stated purpose in news release | Business development and general working capital |
| Actual Use | The funds have been spent on acquisition of inventory, financing receivables, and general operating costs |
| Variances and impact of variances | No material variances have been identified by the Company. Proceeds have been used as intended to date and to finance the Company's operations while meeting administrative requirements. |

Outstanding Share Data at date of the MD&A

a) Authorized Share Capital:
unlimited number of common shares without par value
unlimited number of preferred shares without par value

b) Issued and Outstanding Shares: 77,010,982 common shares

The BC Bud Corporation
Management's Discussion and Analysis – February 29, 2024

c) Outstanding incentive stock options:

Expiry Date	Number of Options	Weighted Average Exercise Price
December 14, 2026	1,140,000	$ 0.20
February 3, 2028	700,000	$ 0.15
March 1, 2028	250,000	$ 0.10
March 12, 2028	150,000	$ 0.15

d) Outstanding escrow shares

As at the date of this MD&A, there were 4,403,750 common shares held in escrow.

e) Outstanding warrants

Warrants outstanding as at the date of this MD&A:

Expiry Date	Number of Warrants	Weighted Average Exercise Price
February 2, 2025	6,800,000	$ 0.15
April 12, 2026	20,000,000	$ 0.05
August 4, 2026	700,000	$ 0.15
August 25, 2026	1,946,667	$ 0.15

Officers and Directors

Brayden Sutton, CEO and Director
Thomas Joshua Taylor, President and Director
Simon Tso, CFO
Justin Chorbajian, Director
Brian Taylor, Director

Subsequent Events

On April 12, 2024, the Company closed a $400,000 placement. The company issued 20 million units at a price of $0.02 per unit. Each unit consisted of one common share and one share purchase warrant. Each warrant entitles the holder to acquire an additional common share at a price of $0.05 per share for a period of 24 months. All securities issuable in the placement are subject to a statutory four-month hold period expiring on August 13, 2024.

18 -

BC·BUD·CO

The BC Bud Corporation

Management's Discussion and Analysis

For the nine months ended November 30, 2024

The BC Bud Corporation
Management's Discussion and Analysis – For the nine months ended November 30, 2024

Forward-Looking Information

The following is management's discussion and analysis ("MD&A"), prepared as of March 7, 2025. This MD&A should be read in conjunction with the BC Bud Corporation's (the "Company", "BCBC") unaudited condensed interim financial statements and the accompanying notes for the nine months ended November 30, 2024, all as prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are stated in Canadian dollars unless otherwise indicated.

The BC Bud Corporation
Management's Discussion and Analysis – For the nine months ended November 30, 2024

Description of Business

The BC Bud Corporation (the "Company") was incorporated under the laws of Alberta and was continued into British Columbia during the year ended December 31, 2000. On March 31, 2020, the Company changed its name from Waterfront Capital Corporation to Entheos Capital Corp. On September 29, 2021, the Entheos Capital Corp. completed a reverse takeover transaction with The BC Bud Corporation and changed its name to The BC Bud Corporation. The BC Bud Corporation is listed on the Canadian Securities Exchange ("CSE") under the symbol "BCBC". The Company's registered office is located at 830 – 999 W Broadway, Vancouver, British Columbia, V5Z 1K5.

Change of Auditor

An enforcement report dated December 7, 2023, was issued by the Canadian Public Accountability Board ("CPAB") against the Company's former auditor, BF Borgers CPA PC. Pursuant to the enforcement report, the former auditor is prohibited from accepting Canadian reporting issuers as clients. The former auditor was asked to resign by the Company which occurred on March 12, 2024. The Company confirms that, at this time, there have been no reservations or modified opinions in the former auditor's reports for any period during which the former auditor was the auditor of the Company. The board approved the resignation of the former auditor and the appointment of the successor auditor in place of the former auditor. At the request of the British Columbia Securities Commission ("BCSC"), the Company was asked to amend and restate its audited consolidated financial statements for the fiscal year ended February 28, 2023. On May 27, 2024 the Company appointed Davidson & Company LLP as its auditor. The successor auditor has reaudited the fiscal year ended February 28, 2023, as part of this engagement.

The resignations and appointments of auditors of the Company were considered and approved by the audit committee and the board of directors of the Company.

On July 2, 2024, the Company announced the delay in filing its financial statements and management's discussion and analysis for the year ended February 29, 2024 due to the change in auditors. The Company was granted a management cease trade order ("MCTO") by the BCSC.

On October 16, 2024, the Company announced that it had completed the filing of the financial statements and management's discussion and analysis for the year ended February 29, 2024. The MCTO was subsequently removed from BCBC.

The BC Bud Corporation
Management's Discussion and Analysis – For the nine months ended November 30, 2024

Management Changes

On May 7, 2024, the Company appointed Sean Flynn as the Chief Commercial Officer. Mr. Flynn subsequently resigned from the Company on August 31, 2024.
On October 25, 2024, Simon Tso resigned as Chief Financial Officer and Corporate Secretary of the Company.
On November 1, 2024, the Company appointed Lachlan McLeod as Chief Financial Officer and Corporate Secretary of the Company. Mr. McLeod is a Chartered Professional Accountant (CPA) with a BSc in Economics with a minor in Business from the University of Victoria. Additionally, he obtained his Diploma of Accounting from the Sauder School of Business at the University of British Columbia. Mr. McLeod has over a decade of accounting experience in both public and private companies, including four years as an auditor at a KPMG.
On December 30, 2024, the Company appointed Alyssa Barry to the Board of Directors. Alyssa Barry is the President of Alliance Advisors Investor Relations, joining through the 2024 acquisition of irlabs, a leading IR firm she co-founded in 2021. With 20 years of capital markets and investor relations experience, Alyssa's expertise spans shareholder activism, corporate governance, and taking companies public in Canada and the US. She has raised over $1 billion in capital and previously served as Corporate Secretary of Artis REIT (TSX: AX.UN). In 2024, Alyssa was named one of Canada's Most Powerful Women: Top 100 by the Women's Executive Network (WXN) and recognized in Business in Vancouver's Top 40 Under 40. On December 30, 2024, the Company also accepted the resignation of Brian Taylor from the Board of Directors.
On January 22, 2025, the Company appointed Ken Osborne to the board of directors. Ken is a seasoned finance professional with deep expertise in mergers and acquisitions, capital markets, and strategic advisory. As a General Partner at Osborne Partners Ltd., he has led numerous successful transactions, including acquisitions, equity financings, and venture debt mandates across a range of industries. Previously, Ken was a key member of the M&A team at TELUS Corporation, where he managed 11 acquisitions spanning the telecom and agriculture technology sectors. A CFA Charterholder, Ken is based in Vancouver, BC. The Company has also accepted the resignation of Justin Chorbajian from the Board effective January 22nd, 2025.

Recent Announcements

On April 12, 2024, the Company announced that it had closed a non-brokered private placement for gross proceeds of $400,000. The Company issued 20,000,000 units at a price of $0.02 per unit. Each unit consisted of one common share and one share purchase warrant. Each warrant entitles the holder to acquire an additional common share at a price of $0.05 per share for a period of 24 months.
On May 14, 2024, the Company announced the addition of Cary Alexander to its advisory board. Cary played a key role in financing, developing, and expanding successful cannabis brands such as Jeeter, Bloom, Packwoods, and Tyson 2.0.
On November 7, 2024, the Company announced the issuance of 900,000 common shares to certain directors and consultants. The common shares had a fair value of $13,500 on the date of issuance.

The BC Bud Corporation
Management's Discussion and Analysis – For the nine months ended November 30, 2024

On November 20, 2024, the Company announced that it had closed a non-brokered private placement for gross proceeds of $375,000. The Company issued 25,000,000 units at a price of $0.015 per unit. Each unit consisted of one common share and one share purchase warrant. Each warrant entitles the holder to acquire an additional common share at a price of $0.10 per share for a period of 24 months.
On December 3, 2024, the Company announced to diversify its treasury with purchases in Ripple (XRP), a popular and increasingly legitimized cryptocurrency, as part of its strategic efforts to create shareholder value. The Company has begun by allocating CAD $250,000 from its cash reserves held in its Canadian accounts to purchase XRP. This move reflects the Company's belief in the potential of XRP to provide an attractive return on investment for shareholders.
On January 9, 2025, the Company announced that it has entered into a market stabilization and liquidity services agreement with Red Cloud Securities Inc. ("RCSI") to provide market making services in accordance with the policies of the Canadian Securities Exchange ("CSE"). RCSI will trade the Company's shares on the CSE for the purposes of maintaining reasonable bid and offer spreads and improving the liquidity of the Company's shares (the "Services"). RCSI will begin providing the Services on January 15th, 2025, and will continue to provide the Services on a monthly basis for a cash fee of $5,000 per month.
Subsequent to November 30, 2024, the Company issued 21,986,813 units for proceeds of $1,649,011 at a price of $0.075 per unit. Each unit is comprised of one common share and one share purchase warrant which entitles the holder to acquire an additional common share at a price of $0.15 per share for a period of 24 months. The Company incurred finders' fees of $21,912 and issued 292,160 finders warrants. Each finders warrant is exercisable into one unit of the Company at a price of $0.075 per finder unit for a period of 24 months, with each finders unit comprised of one common share and one warrant.
On February 21, 2025, the Company announced that it intends to complete a change of business from a cannabis issuer to an investment issuer (the "Proposed Change of Business"). Following a thorough evaluation of the Company's existing operations and a review of its strategic options, the Company believes that the experience and industry contacts of the board and management will enable it to identify and capitalize upon investment opportunities and ultimately bring greater value to the Company's shareholders as an investment issuer.

As part of the Change of Business, the Company will change its name to "Digital Commodities Capital Corp."

The BC Bud Corporation
Management's Discussion and Analysis – For the nine months ended November 30, 2024

Selected Quarterly Information

Discussion of Operations for the three months ended November 30, 2024 ("Q3 2024") compared to the three months ended November 30, 2023 ("Q3 2023"):

The Company had a net loss for Q3 2024 of $150,039 (2023 - $205,285). The change of $55,246 in the net loss for Q3 2024 compared to Q3 2023 was impacted by the differences below:

Gross loss of $35,383 (Q3 2023 – $37,418) decreased due to higher cost of goods sold from increased product costs in 2024. This is related to higher competition in the marketplace in 2024, leading to more returns and lower revenues, and increased costs of materials. In 2024, there were no changes in revenue segments, but there were significant changes in sales volume (and revenue) due to several partners becoming delinquent. In addition, the Company ended the relationship with several groups due to their debt obligations to the Canada Revenue Agency, and the Company was forced to discontinue specific branded product sales, due to receivables not being able to be collected as these groups' funds were garnished by government.
Accretion of $4,589 (Q3 2023 - $4,347) increased slightly due to interest costs from additional loans that were outstanding during 2024.
Advertising and promotion of $Nil (Q3 2023 – recovery of $6,906) due to a few large marketing and public relations campaigns in 2023 aimed at promotion, paid to 3 main advertising companies. There were also more online media services, with a campaign paid for online awareness and advertising. The Company recovered some of the 2023 fees in Q3 2023.
Consulting fees of $71,500 (Q3 2023 - $85,347) decreased due to a reduction in contract management fees and cost saving efforts to reduce expenses during the MCTO.
Stock based compensation of $Nil (Q3 2023 - $3,910) decreased due to the granting and vesting of stock options in 2023 but not in Q3 2024.
Professional fees of $16,182 (Q3 2023 - $65,035) decreased due to the decrease in market maintenance services and business and financing activity, and the timing of the 2024 audit work compared to 2023.
Regulatory and transfer agent fees of $19,472 (Q3 2023 – $9,393) increased due to higher listing and filing fees incurred in 2024 for the Company's OTC fees and regulatory requirements. Also, the Company incurred late filing fees for SEDAR during Q3 2024.

Discussion of Operations for the nine months ended November 30, 2024 ("YTD 2024") compared to the nine months ended November 30, 2023 ("YTD 2023"):

The Company had a net loss for YTD 2024 of $556,641 (2023 - $697,959). The change of $141,318 in the net loss for Q3 2024 compared to Q3 2023 was impacted by the differences below:

Gross loss of $199,594 (YTD 2023 – $62,880) decreased due to higher cost of goods sold from increased product costs in 2024. This is related to higher competition in the marketplace in 2024, leading to more returns and lower revenues, and increased costs of materials. In 2024, there were no changes in revenue segments, but there were significant changes in sales volume (and revenue) due to several partners becoming delinquent. In addition, the Company ended the relationship with several groups due to their debt obligations to the Canada Revenue Agency, and the Company was forced to discontinue specific branded product sales, due to receivables not being able to be collected as these groups' funds were garnished by government. In addition, the Company recognized an inventory impairment loss of $116,388 which was included in cost of sales.

The BC Bud Corporation

Management's Discussion and Analysis – For the nine months ended November 30, 2024

Accretion of $13,702 (YTD 2023 - $9,475) increased slightly due to interest costs from additional loans that were outstanding during 2024.
Advertising and promotion of $1,390 (YTD 2023 – $105,399) due to a few large marketing and public relations campaigns in 2023 aimed at promotion, paid to 3 main advertising companies. There were also more online media services, with a campaign paid for online awareness and advertising. These services were stopped in 2024.
Bad debt recovery of $38,824 due to a customer sending products to the Company to settle accounts receivable that was previously written off. No comparable transaction occurred during YTD 2023.
Consulting fees of $186,726 (YTD 2023 - $208,767) decreased due to a reduction in contract management fees and cost saving efforts to reduce expenses during the MCTO.
Stock based compensation of $Nil (YTD 2023 - $43,302) decreased due to the granting and vesting of stock options in 2023 but not in YTD 2024.
Professional fees of $122,157 (YTD 2023 - $214,906) decreased due to the decrease in market maintenance services and business and financing activity, and the timing of the 2024 audit work compared to 2023. Also, the Company was required to perform the audit for the year ended February 28, 2023 twice, effectively doubling the fee in the prior year.
Regulatory and transfer agent fees of $43,454 (YTD 2023 – $20,801) increased due to higher listing and filing fees incurred in 2024 for the Company's OTC fees and regulatory requirements. Also, the Company incurred late filing fees for SEDAR during YTD 2024.

Summary of Quarterly Results

The following is a summary of consolidated quarterly results of the Company for the eight most recently completed financial quarters ended November 30, 2024:

Quarter ended	Revenue	Net income (loss) and comprehensive income (loss)	Weighted average number of shares	Basic and diluted (loss) income per share
	$	$	#	$
November 30, 2024	23,494	(150,039)	102,403,204	(0.00)
August 31, 2024	36,499	425,797	77,010,982	(0.01)
May 31, 2024	6,306	19,195	64,986,432	(0.00)
February 29, 2024	(432,674)	(676,411)	56,510,982	(0.01)
November 30, 2023	34,364	(205,285)	56,117,232	(0.00)
August 31, 2023	262,213	(192,662)	55,244,704	(0.00)
May 31, 2023	197,579	(149,698)	53,470,565	(0.00)
February 28, 2023	(512,572)	(519,455)	53,470,565	(0.01)

During the quarter ended November 30, 2024, sales have been leveling off has come as the Company recently consolidated its inventory with a smaller number of suppliers. This transition took time and caused a decrease in sales during the quarters ending May 31, 2024, and February 29, 2024. These transfers of inventory were completed during the quarter ended August 31, 2024. The completion of these transfers is expected to reduce operating expenses as operations are now simpler, with a lower level of total sales expected. The Company sales have experienced large fluctuations caused by year end audit adjustments related to revenue recognition. The

The BC Bud Corporation
Management's Discussion and Analysis – For the nine months ended November 30, 2024

Company's net loss over the past eight periods is around $200,000 per quarter, with fluctuations due to adjustments for impairment of inventory and accounts receivable.

Off Balance Sheet Arrangements

The Company had no off-balance sheet arrangements that are not disclosed above as at November 30, 2024, and as at the date of this MD&A.

Proposed Transactions

As at November 30, 2024, the Company had no undisclosed proposed transactions.

Liquidity and Capital Resources

The Company's capital structure consists of all components of shareholders' equity. The Company's objective when managing capital is to maintain adequate levels of funding to support the current operations including corporate and administrative functions and to support operations. The Company obtains funding primarily through issuing common stock and through its loans payable. Future financings are dependent on market conditions and there can be no assurance the Company will be able to raise funds in the future.

There were no changes in the Company's approach to capital management during the nine months ended November 30, 2024. The Company is not subject to externally imposed capital requirements.

At November 30, 2024, the Company had working capital of $388,219 compared to a deficit of $27,954 for February 29, 2024. All the current accounts payable and accrued liabilities are due and payable within 12 months or on demand.

The following is the cash flow activities for the nine months ended November 30, 2024 and 2023:

Nine months ended November 30,	2024	2023
	$	$
Cash used in operating activities	(559,461)	(567,956)
Cash provided by (used in) investing activities	-	-
Cash provided by financing activities	1,024,025	308,500
Net increase (decrease) in cash	464,564	(259,456)
Cash, beginning of period	4,202	311,314
Cash, end of period	468,766	51,858

Cash used in operating activities of $559,461 during the nine months ended November 30, 2024 was mainly the result of operating losses. In the comparable period, the operating activities used cash of $567,956.

The Company had no cash flows from investing activities during the nine months ended November 30, 2024, and 2023.

Cash provided by financing activities of $1,024,025 during the nine months ended November 30, 2024 (2023 - $308,500) was the result of the following transactions:

The BC Bud Corporation
Management's Discussion and Analysis – For the nine months ended November 30, 2024

Private placements totaling $774,025 in proceeds, net of share issuance costs, in exchange for 45,000,000 common shares.
Warrant exercises totaling $150,000 in proceeds in exchange for 3,000,000 common shares.
Proceeds from loans payable of $100,000 as the Company has borrowed funds for working capital purposes.

The Company has incurred losses since inception and the ability of the Company to continue as a going concern depends upon its ability to generate cash flow through the sales of products and the issuance of common shares pursuant to private placements. The Company has relied primarily on equity financing for all funds raised to date for its operations but has also been dependent on loans made by related parties. The Company needs more funds to finance its operations. Capital markets may not always be receptive to offerings of new equity from treasury or debt, whether by way of private placements or public offerings. This may be further complicated by the limited liquidity for the Company's shares, restricting access to some institutional investors. The Company's growth and success is dependent on additional external sources of financing which may not be available on acceptable terms.

Transactions with Related Parties

Related parties include the directors, corporate officers, key management personnel, significant shareholders and enterprises that are controlled by these individuals. This includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole and its subsidiaries.

During the nine months ended November 30, 2024 and 2023, the Company expensed the following amounts towards related parties:

Consulting fees	Three months ended November 30,		Nine months ended November 30,
	2024	2023	2024	2023
TJT Ventures Ltd. (Management)	15,000	22,500	45,000	67,500
Brayden Sutton (CEO and Director)	20,000	22,500	50,000	67,500
Lachlan McLeod (CFO and Corporate Secretary)	6,760	-	6,760	-
Brian Taylor (Former Director)	3,600	-	3,600	-
Justin Chorbajian (Former Director)	3,600	-	3,600	-
Sean Flynn (Former Chief Commercial Officer)	-	-	30,000	-
	48,960	45,000	138,960	135,000

The BC Bud Corporation

Management's Discussion and Analysis – For the nine months ended November 30, 2024

RSUs vested (Note 6)	Three months ended November 30,		Nine months ended November 30,
	2024	2023	2024	2023
Dayna Lange (former Director)	-	2,756	-	27,563
Brian Taylor (Director)	-	2,756	-	27,563
Justin Chorbajian (Director)	-	2,756	-	27,563
	-	8,268	-	82,689
Share-based compensation	Three months ended November 30,		Nine months ended November 30,
---	---	---	---	---
	2024	2023	2024	2023
Dayna Lange (former Director)	-	-	-	9,574
Brian Taylor (Director)	-	-	-	9,574
Justin Chorbajian (Director)	-	-	-	9,574
	-	-	-	28,722
Rent expense	Three months ended November 30,		Nine months ended November 30,
---	---	---	---	---
	2024	2023	2024	2023
Cybin Therapeutics Inc.	-	-	8,400	-

During the nine months ended November 30, 2024, the Company paid $42,500 to Zeus Capital Ltd., the employer of the former CFO and Corporate Secretary. (2023 - $67,500).

Financial Instruments

Fair Value

The BC Bud Corporation
Management's Discussion and Analysis – For the nine months ended November 30, 2024

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its accounts receivable, advances and liquid financial assets, including cash. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash with reputable financial institutions. The Company considers credit risk with respect to these amounts to be low. The carrying amount of financial assets represents the maximum credit exposure.

Accounts Receivable

Accounts receivable consists of trade receivables of $43,147 at November 30, 2024 (February 29, 2024 - $Nil). To reduce the credit risk of accounts receivable, the Company regularly reviews the collectability of accounts receivable to ensure there is no indication that these amounts will not be fully recoverable. As well, any accounts receivable outstanding for more than 90 days is generally considered bad debt, unless there are strong indications that the debt can be collected based on management expectations and historical collections. Subsequent bad debt collected will be included as a bad debt recovery. As a result, as at November 30, 2024, the Company impaired its accounts receivable balance when arriving at the expected credit losses of $Nil (2023 - $Nil) in accordance with IFRS 9, Financial Instruments.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. As at November 30, 2024, the Company had working capital of $388,219 (February 29, 2024 – deficit of $27,954). All of the Company's current liabilities are due within 90 days of November 30, 2024, or on demand.

Market risk

Debt Settlement

During the nine months ended November 30, 2024, a customer settled $38,824 in accounts receivable by with product, the product was recorded at the lower of costs and net realizable value. As this receivable amount was previously written off, this settlement was recorded as a recovery of bad debt of $38,824.

During the nine months ended November 30, 2024, $33,946 in accounts payable, previously written off as of February 29, 2024, was assigned to a third party and considered payable, resulting in an increase of $33,946 in accounts payable and cost of sales as a result.

11 -

The BC Bud Corporation
Management's Discussion and Analysis – For the nine months ended November 30, 2024

Changes In Accounting Standards

Accounting standards issued but not yet effective

Certain pronouncements have been issued by the IASB or IFRIC that are effective for accounting periods beginning on or after December 1, 2024. The Company has reviewed these updates and determined that many of these updates are not applicable or consequential to the Company and have been excluded from discussion within these significant accounting policies.

Material Accounting Policy Information

Revenue

Use of judgments and estimates

The BC Bud Corporation
Management's Discussion and Analysis – For the nine months ended November 30, 2024

Revenue

Revenue from contracts with customers is recognized by following the five-step process defined under IFRS 15. The payment terms over revenue contracts are subject to sell through as the evolution of government reach due to outstanding unpaid excise taxes in the industry and collectability is also reliant on whether the government/CRA garnishes funds due to delinquent manufacturer. This impacts the estimate of revenues to be recognized as returns.

Outstanding Share Data as of November 30, 2024

The Company's authorized share capital consists of an unlimited number of voting common shares without par value. The Company had the following securities outstanding as at November 30, 2024 and the date of this MD&A:

	November 30, 2024	Date of this MD&A
	#	#
Common shares	105,910,982	132,622,795
Stock options	950,000	9,950,000
Common Share Purchase Warrants	51,446,667	68,708,480
Finders Warrants	-	292,160
Fully diluted securities	158,307,649	211,573,435

Subsequent Share Transactions:

Subsequent to November 30, 2024, the Company issued 21,986,813 units for proceeds of $1,649,011 at a price of $0.075 per unit. Each unit is comprised of one common share and one share purchase warrant which entitles the holder to acquire an additional common share at a price of $0.15 per share for a period of 24 months. The Company incurred finders' fees of $21,912 and issued 292,160 finders warrants. Each finders warrant is exercisable into one unit of the Company at a price of $0.075 per finder unit for a period of 24 months, with each finders unit comprised of one common share and one warrant.
On January 22, 2025, the Company granted 8,000,000 stock options to certain directors, officers and consultants of the Company, pursuant to the Company's omnibus share incentive plan. Each option is exercisable by the holder for one common share at an exercise price of $0.12 for a period of two years.
On January 31, 2025, the Company granted 750,000 stock options to certain consultants of the Company. Each option is exercisable by the holder to purchase one common share of the Company at an exercise price of $0.12 for a period of two years.
The Company issued 4,725,000 common shares pursuant to the exercise of warrants. The exercise of warrants totaled was for gross proceeds of $236,250.
13 -

The BC Bud Corporation

Management's Discussion and Analysis – For the nine months ended November 30, 2024

Previous Financings – Use of Funds

RTO Financing - May 31, 2021

Principal Purpose	Budgeted Expenditures	Actual Expenditures
Estimated general and administrative costs over the 12 months following the Listing Date	788,000	735,143
Inventory, Materials and Equipment Purchases	370,000	591,388
Completion of short-term business objectives of the Target (Breakdown Below)	875,000	1,011,749
Unallocated working capital	163,091	433,291
	2,196,091	2,771,571
Milestones	Target Date	Cost
Commence sales of "CannaBeans"	Q3 2021	90,000
Commence sales of "Solventless Solutions concentrate"	Q4 2021	125,000
Commence sales of flower	Q3 2021	80,000
Commence sales of vape cartridges	Q3 2021	150,000
Commence sales of cannabis infused beverage	Q4 2021	100,000
New product and brand development, including non-alcoholic beer and other research and development and materials costs	Ongoing	330,000
		875,000

The table above shows funds available at the time of completion of the Issuer's RTO transaction on September 29, 2021, and the principal planned purpose for available funds compared with approximately amounts actually spent as at February 28, 2023.

Actual expenses on the Issuer's short-term objectives were higher than expected due to the following factors:

(a) Canna Beans sales did not commence when expected due to additional timing required for dosing which increased R&D costs. Marketing costs and packaging costs also increased due to inflationary factors
(b) Concentrate sales were also delayed as a result of the Issuer's partner experiencing licensing delays and increased marketing during the delays
(c) Launch of flower required larger upfront purchases to ensure product inventory for expanded markets, particularly in Ontario
(d) Costs exceeded projections on vaping cartridges due to upfront packaging and hardware costs. Extraction costs also exceeded expectations due to minimum extraction, product non-compliance and shipping delays
(e) Beverage project was paused due to size of existing market and expected increased costs for formulation and sustainability testing
(f) Given overruns relative to flower and vape, the Issuer reduced its budgeted R&D and new product development allocations

The BC Bud Corporation

Management's Discussion and Analysis – For the nine months ended November 30, 2024

Private Placement - February 2023

Funds Raised	340,000
Stated purpose in news release	Business development and general working capital
Actual Use	The funds have been spent on acquisition of inventory, financing receivables, and general operating costs
Variances and impact of variances	No material variances have been identified by the Company. Proceeds have been used as intended to date and to finance the Company's operations while meeting administrative requirements.

Private Placement - August 2023

Funds Raised	198,500
Stated purpose in news release	Business development and general working capital
Actual Use	The funds have been spent on acquisition of inventory, financing receivables, and general operating costs
Variances and impact of variances	No material variances have been identified by the Company. Proceeds have been used as intended to date and to finance the Company's operations while meeting administrative requirements.

Private Placement – April 2024

Funds Raised	400,000
Stated purpose in news release	Business development and general working capital
Actual Use	The funds have been spent on acquisition of inventory, financing receivables, and general operating costs
Variances and impact of variances	No material variances have been identified by the Company. Proceeds have been used as intended to date and to finance the Company's operations while meeting administrative requirements.

Private Placement – Nov 2024

Funds Raised	375,000
Stated purpose in news release	Business development and general working capital
Actual Use	The funds have been spent on acquisition of inventory, financing receivables, and general operating costs
Variances and impact of variances	No material variances have been identified by the Company. Proceeds have been used as intended to date and to finance the Company's operations while meeting administrative requirements.

Officers and Directors

Brayden Sutton, CEO and Director
Thomas Joshua Taylor, President and Director
Lachlan McLeod, CFO and Corporate Secretary
Alyssa Barry, Director
Ken Osborne, Director

15 -

CERTIFICATE OF THE ISSUER

Pursuant to a resolution duly passed by its Board of Directors, the Company hereby applies for the listing of the above-mentioned securities on the CSE. The foregoing contains full, true and plain disclosure of all material information relating to the Company. It contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in light of the circumstances in which it was made.

Dated at Vancouver, British Columbia this 18th day of March 2025

"Brayden Sutton"
By: ___
Name: Brayden Sutton
Title: Chief Executive Officer and Director

"Lachlan McLeod"
By: ___
Name: Lachlan McLeod
Title: Chief Financial Officer and Corporate Secretary

"Thomas Joshua Taylor"
By: ___
Name: Thomas Joshua Taylor
Title: President and Director

"Alyssa Barry"
By: ___
Name: Alyssa Barry
Title: Director

By: "Brayden Sutton"
Name: Brayden Sutton
Title: Promoter

AI assistant

Digital Commodities Inc. — Share Issue/Capital Change 2025

43345_rns_2025-03-20_a46ebccc-1596-4e94-b560-7324b28772b6.pdf

TABLE OF CONTENTS

CONTENTS

GENERAL MATTERS

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

GLOSSARY OF TERMS

SUMMARY OF LISTING STATEMENT

The Company

Description of the Business

Directors and Executive Officers

Use of Available Funds

Principal Purposes

Selected Consolidated Financial Information

Risk Factors

CORPORATE STRUCTURE

Name, Address and Incorporation

Intercorporate Relationships

DESCRIPTION OF THE BUSINESS

Business of the Company

History

Transition to an Investment Issuer

General Description of Investments

Material Assets and Investments

1. Net Assets

2. Investments

Notes:

Basis For Investments

Digital Assets

Hard Commodities

Investees Target Areas

Specialized Skills and Knowledge

Competitive Conditions

Intangible Properties

Cycles

Economic Dependence

Changes to Contracts

Employees and Consultants

3. Political and Geopolitical Risks

4. Tax Implications

Safeguarding Digital Assets

1. Third-Party Custodians

2. Regular Security Audits and Vulnerability Assessments

3. Secure Transaction Practices

4. Compliance with Regulatory Requirements

5. Partnering with Trusted Custodians, Exchanges and Service Providers

6. Employee Training and Access Control

7. Emergency Response and Incident Management

Lending

Bankruptcy and Similar Procedures

Reorganizations

THE INVESTMENT POLICY AND INVESTMENT COMMITTEE

Investment Policy

Current Members of the Investment Committee

USE OF AVAILABLE FUNDS

Available Funds

Notes:

Principal Purposes

Business Objectives and Milestones

DIVIDENDS OR DISTRIBUTIONS

SELECTED CONSOLIDATED FINANCIAL INFORMATION

Annual Information

Quarterly Information

MANAGEMENT'S DISCUSSION AND ANALYSIS

DESCRIPTION OF THE COMPANY'S SECURITIES

Common Shares

Preferred Shares

CONSOLIDATED CAPITALIZATION

SHARE-BASED COMPENSATION ARRANGEMENTS

Omnibus Incentive Plan

Plan Administration

Shares Available for Awards

Participation Limits

Eligible Participants

Description Awards

Options

RSUs

PSUs

DSUs

Digital Commodities Inc. Share Issue/Capital Change 2025