Hyper Bit Technologies Ltd. — Interim / Quarterly Report 2025

Sep 26, 2025

HYPER BIT TECHNOLOGIES LTD.

Condensed Interim Financial Statements

For the Three Months Ended July 31, 2025

(Unaudited - Amounts in Canadian Dollars)

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Notice to the Reader

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accomplished by a notice indicating that the interim financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company's management. The unaudited condensed consolidated interim financial statements have been prepared using accounting policies in compliance with International Financial Reporting Stands for the preparation of the condensed consolidated interim financial statements and are in accordance with IAS 34 – Interim Financial Reporting.

The Company's independent auditor has not performed a review of these unaudited condensed consolidated interim financial statements in accordance with standards established by the Canadian Institute of Chartered Professional Accountants for a review of interim financial statements by an entity's auditor.

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HYPER BIT TECHNOLOGIES LTD.

Condensed Interim Statements of Financial Position

(in Canadian dollars)

As at July 31, 2025 and April 30, 2025

| | July 31, 2025
(unaudited) | April 30, 2025
(audited) |
| --- | --- | --- |
| Assets | | |
| Current assets: | | |
| Cash | $ 301,510 | $ 212,613 |
| Amounts receivable | 25,945 | 15,133 |
| Prepaid expenses | 32,415 | 82,604 |
| Total current assets | 359,870 | 310,350 |
| Investment (note 3) | 10 | 10 |
| Property and equipment (note 4) | 161,550 | - |
| Total assets | $ 521,430 | $ 310,360 |
| Liabilities and Shareholders’ Deficiency | | |
| Current liabilities: | | |
| Accounts payable and accrued liabilities | $ 231,110 | $ 172,646 |
| Loan payable (note 5) | 379,675 | - |
| Deferred income (note 3) | - | 8,333 |
| Total current liabilities | 610,785 | 180,979 |
| Shareholders’ deficiency: | | |
| Share capital (note 6) | 6,687,823 | 6,186,073 |
| Share subscriptions received in advance (note 6) | 7,500 | - |
| Reserves | 328,860 | 90,860 |
| Deficit | (7,113,538) | (6,147,552) |
| Total shareholder’s deficiency | (89,355) | 129,381 |
| Total liabilities and shareholder’s deficiency | $ 521,430 | $ 310,360 |

Going concern (note 2)

Subsequent events (note 9)

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

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HYPER BIT TECHNOLOGIES LTD.

Condensed Interim Statements of Loss and Comprehensive Loss

(in Canadian dollars)

(unaudited)

For the three-months ended July 31, 2025 and 2024

	Three-Months Ended July 31
	2025	2024
Expenses
Amortization and depreciation	$ -	$ 461
Accounting and audit (note 7)	1,600	750
Finance expense	30,013	-
Foreign exchange loss	1,359	413
Legal and corporate services (note 7)	33,140	-
Management and consulting fees (note 7)	125,500	16,500
Office, rent and administration (note 7)	3,409	3,925
Share-based compensation	266,000	-
Shareholder communications and marketing	423,129	1,021
Travel	55,771	-
Transfer agent and filing fees	46,898	2,625
	986,819	(25,695)
Loss before other items	(986,819)	(25,695)
Other items
Other income (note 3)	20,833	12,500
	20,833	12,500
Net loss and comprehensive loss	$ (965,986)	$ (13,195)
Weighted average shares outstanding	22,273,361	9,838,479
Loss per share	$ (0.04)	$ (0.00)

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

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HYPER BIT TECHNOLOGIES LTD.

Condensed Interim Statements of Cash Flows
(in Canadian dollars)
(unaudited)

For the three-months ended July 31, 2025 and 2024

	2025	2024
Cash provided by (used in):
Operations
Net loss	$ (965,986)	$ (13,195)
Items not involving cash:
Share-based compensation	266,000	-
Amortization and depreciation	-	461
Foreign currency exchange	-	413
Cash spent in operating activities before working capital	(699,986)	(12,321)
Change in non-cash working capital
Amounts receivable	(10,812)	606
Prepaid expenses	50,189	904
Deferred revenue	(8,333)	(417)
Accounts payable and accrued liabilities	58,464	14,530
Net cash used in operations	(610,478)	3,302
Investing
Purchase of property and equipment	(161,550)	-
Net cash used in investing	(161,550)	-
Financing
Proceeds on issuance of common shares	481,250	-
Proceeds on issuance of loan payable	379,675	-
Net cash from financing	860,925	-
Increase in cash	88,897	3,302
Cash, beginning of period	212,613	11,702
Cash, end of period	$ 301,510	$ 15,004

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

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HYPER BIT TECHNOLOGIES LTD.

Condensed Interim Statements of Changes in Shareholders' Equity

(in Canadian dollars)

(unaudited)

For the three-months ended July 31, 2025 and 2024

	Number of Common Shares	Share Capital	Share subscriptions received in advance	Reserves	Deficit	Total Equity
Balance, April 30, 2024	9,846,088	$ 5,454,169	$ -	$ 90,860	$(5,715,112)	$(170,083)
Cancellation of private placement shares issued	(25,000)	-	-	-	-	-
Net loss	-	-	-	-	(13,195)	(13,195)
Balance, July 31, 2024	9,821,088	$ 5,454,169	$ -	$ 90,860	$(5,728,307)	$(183,278)
Balance, April 30, 2025	21,505,888	$ 6,186,073	$ -	$ 90,860	$(6,147,552)	$ 129,381
Shares issued on exercise of warrants	5,250,000	393,750	7,500	-	-	401,250
Shares issued on exercise of options	200,000	108,000	-	(28,000)	-	80,000
Share-based compensation	-	-	-	266,000	-	266,000
Net loss	-	-	-	-	(965,986)	(965,986)
Balance, July 31, 2025	26,955,888	$ 6,687,823	$ 7,500	$ 328,860	$(7,113,538)	$ (89,355)

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

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HYPER BIT TECHNOLOGIES LTD.

Notes to the Condensed Interim Financial Statements

For the three-month period ended July 31, 2025 and 2024

(Amounts in Canadian dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

Hyper Bit Technologies Ltd. (formerly Sweet Poison Spirits Inc.) (the "Company") was incorporated as Hemp for Health Inc. on October 1, 2018 under the Business Corporations Act of British Columbia. The Company is listed on the Canadian Securities Exchange (the "CSE") under the trading symbol "HYPE".

Change of Business ("COB")

In June 2022, the Company completed a COB, as described below, and changed its name to "Yellow Stem Tech Inc". At that time, the Company's common shares commenced trading on the CSE under the trading symbol "YY".

Pursuant to an asset purchase agreement and an operating agreement, the Company engaged Enigma Data Technologies LLC, a Delaware based company (the "Provider") to initially source and acquire 150 Siacoin mining rigs for the aggregate purchase price of $672,893 (US$525,000) (paid). To date, the Company has not commenced operation of the mining rigs as they would not be profitable at the current value of related cryptocurrencies. As at April 30, 2025, the rigs remain unpacked in warehouse storage in the United States.

Name Change to Sweet Poison Spirits Inc.

On November 3, 2022, the Company signed a Product Distribution Agreement (the "Distribution Agreement") with Sweet Poison Spirits S de RL de CV, a Mexican company headquartered in Guadalajara, Mexico, and Sweet Poison Spirits LLC, a California limited liability corporation headquartered in San Diego, California (collectively, "Sweet Poison"). The Company changed its name to Sweet Poison Spirits Inc. thereafter and, on June 1, 2023, the Company's common shares commenced trading on the CSE under the trading symbol "SPS". These agreements were subsequently terminated in November 2023 (see note 6).

Name Change to Hyper Bit Technologies Ltd.

On April 8, 2025, the Company changed its name to Hyper Bit Technologies Ltd. and, the Company's common shares commenced trading on the CSE under the trading symbol "HYPE".

The head office, records office, and principal address of the Company is Suite 750 – 580 Hornby Street, Vancouver, British Columbia.

2. BASIS OF PREPARATION AND GOING CONCERN

Statement of Compliance and basis of presentation

These condensed interim Consolidated Financial Statements, including comparatives, have been prepared in accordance with International Accounting Standards ("IAS") 34 'Interim Financial Reporting' ("IAS 34") using accounting policies consistent with IFRS issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

These condensed interim Consolidated Financial Statements have been prepared on the basis of accounting policies, methods of computation, and estimates and judgements consistent with those applied in the Company's April 30, 2025 annual financial statements.

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HYPER BIT TECHNOLOGIES LTD.

Notes to the Condensed Interim Financial Statements

For the three-month period ended July 31, 2025 and 2024

(Amounts in Canadian dollars)

2. BASIS OF PREPARATION AND GOING CONCERN (continued)

These condensed interim financial statements do not include all the information required of full audited financial statements and therefore these condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended April 30, 2025.

Basis of measurement and going concern

The financial statements have been prepared on a historical cost basis except for certain financial instruments measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cashflow information. The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The areas involving a higher degree of judgment or complexity or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4 of the annual financial statements.

The Company incurred a loss of $669,973 during the three-month period ended July 31, 2025. While the Company has been successful in obtaining the necessary financing through the issuance of common shares in the past, there is no assurance it will be able to raise funds in this manner in the future. As at July 31, 2025, the Company had $301,510 in cash, working capital deficiency of $250,915, and no long-term debt.

These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. These financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of operations, and at amounts different from those in the accompanying financial statements.

These financial statements do not include the accounts of Knightswood as the Company does not have control based on the definition of control under IFRS 10 (note 3).

Functional and presentation currency

The consolidated financial statements are presented in Canadian Dollars, which is the Company's functional and presentation currency.

Approval of the Consolidated Financial Statements

The condensed interim financial statements of the Company for the period ended July 31, 2025, were approved and authorized for issuance by the Board of Directors on September 26, 2025.

3. ACQUISITION OF KNIGHTSWOOD HOLDINGS LTD.

On March 1, 2024 the Company acquired all the issued and outstanding shares of Knightswood Holdings Ltd. ("Knightswood") from an unrelated party for $10. Knightswood is in the business of providing its subsidiaries a qualified investment, as defined in the Income Tax Act (Canada), for their debentures or debt securities.

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HYPER BIT TECHNOLOGIES LTD.

Notes to the Condensed Interim Financial Statements

For the three-month period ended July 31, 2025 and 2024

(Amounts in Canadian dollars)

3. ACQUISITION OF KINGTHSWOOD HOLDINGS LTD. (continued)

The Company has recognized the Investment as a financial asset under IFRS 9 – Financial Instruments measured at fair value of $10, being the market value on the date the Company purchased Knightswood. Subsequently, the Investment in Knightswood will be measured at fair value with any changes recorded through profit or loss ("FVTPL").

On March 1, 2024, the Company entered into an Agreement with an unrelated third party (the "Operator"), for the sole management of Knightswood to be undertaken by the Operator (the "Knightswood Agreement"). The Knightswood Agreement has a term of five years expiring February 28, 2029, but may be terminated earlier either by mutual agreement or providing a 60-day written notice to the other party. Upon termination, the Company will transfer all the shares of Knightswood to the Operator for $10.

Under the Knightswood Agreement, the Operator is solely responsible for managing the business operations and financial affairs, making decisions and setting out policies of Knightswood. In return, the Operator is entitled to all the cash surplus in Knightswood after paying a fixed annual fee of $50,000 to the Company for holding the shares of Knightswood (the "Fixed Fee"). The Fixed Fee is due in four equal instalments at the end of each calendar quarter and paid by Knightswood directly to the Company. For the period ended July 31, 2025, the Company reported $20,833 (July 31, 2024 - $12,500) in other income and nil (April 30, 2025 - $8,333) of deferred income on the Statement of Financial Position. No amounts were outstanding from Knightswood at July 31, 2025 (April 30, 2025 - nil).

Furthermore, the Company will not commit its management or resources and is under no obligation to advance funds to or cover the expenses of Knightswood. Conversely, the Company does not have any right to any variable financial returns from the activities of Knightswood other than the Fixed Fee. The Company also has no rights, power, ability or obligation to direct the activities of Knightswood or be involved in any of the daily affairs, decision making, management or activities of Knightswood. As such, the financial results and position of Knightswood are not consolidated with the financial statements of the Company pursuant to the definition of control under IFRS.

4. PROPERTY AND EQUIPMENT

As at July 31, 2025, none of the Company's mining rigs had been placed into operation and, as such, have not been amortized. Once operations have begun, the rigs will be amortized accordingly.

Impairment tests on non-financial assets are subject to impairment tests at the end of each reporting period and whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount, which is the higher of value in use and fair value less costs of disposal, the asset is written down accordingly.

Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset's cash-generating unit. During the year ended April 30, 2025 and 2024, the Company determined that further impairment on its data centre equipment was required due to the decrease in the fair market value of identical equipment, not yet put into service, as a result of the significant reduction in the applicable cryptocurrencies. The Company recorded an impairment loss of $20,718 for the year ended April 30, 2025 (April 30, 2023 - $81,018). As at July 31, 2025, the mining rigs were valued at nil (April 30, 2025 - nil).

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HYPER BIT TECHNOLOGIES LTD.

Notes to the Condensed Interim Financial Statements

For the three-month period ended July 31, 2025 and 2024

(Amounts in Canadian dollars)

4. PROPERTY AND EQUIPMENT (continued)

During the period ended July 31, 2025, the Company acquired 20 Dogecoin mining rigs for total proceeds of $161,685. As at July 31, 2025, these assets were not operational and as such, no amortization has been recorded.

5. LOAN PAYABLE

During the period ended July 31, 2025, the Company entered into various 90 day loan agreements totaling $379,677. The agreements are unsecured, bearing interest at 10% and a 15% loan fee. Subsequent to July 31, 2025, the Company settled the amounts with the issuance of shares.

6. SHARE CAPITAL

Authorized:

Unlimited number of common shares without par value.

Issued:

For the three-months ending July 31, 2025, the Company issued 5,250,000 common shares on the exercise of 5,250,000 warrants for gross proceeds of $393,750. In addition, the Company collected $7,500 on the exercise of 100,000 warrants in which 100,000 common shares were issued after July 31, 2025.

On July 23, 2025, the company issued 200,000 common shares for gross proceeds of $80,000 on the exercise of stock options.

Stock Options

The Company's Board has adopted a Stock Option Plan available to eligible directors, officers, employees and consultants to acquire up to 10% of common shares then outstanding (the "Plan"). Under the Plan, options may be granted by the Board at an option price in accordance with regulatory policy for a maximum term of 10 years. No amounts are paid or payable by the recipient on receipt and the options are not dependent on any performance-based criteria. Share purchase options will vest at the discretion of the Company and in accordance with regulatory policy.

On May 15, 2025, the Company granted 1,900,000 stock options to certain directors and officers of the Company at an exercise price of $0.40 for a period of one year from the date of grant. The fair value of these options was calculated to be $266,000 using the Black-Scholes pricing module using the following assumptions: contractual life 1 year; volatility 100%; risk-free rate 2.53%; dividend rate 0%.

A continuity of the stock options outstanding at July 31, 2025 is as follows:

	Number of Warrants	Weighted Average Exercise Price
		$
Balance, April 30,2024 and 2023	-	-
Granted	1,900,000	0.40
Exercised	200,000	0.40
Balance, July 31, 2025	1,700,000	0.40

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HYPER BIT TECHNOLOGIES LTD.
Notes to the Condensed Interim Financial Statements
For the three-month period ended July 31, 2025 and 2024
(Amounts in Canadian dollars)

6. SHARE CAPITAL (continued)

The following stock options were outstanding as at July 31, 2025:

Expiry date	Number of options	Exercise price	Remaining contractual life (years)
May 15, 2026	1,700,000	$ 0.40	$ 0.79
	1,700,000	0.40	0.79

Warrants

A continuity of the warrants outstanding at July 31, 2025 is as follows:

	Number of Warrants	Weighted Average Exercise Price
Balance, April 30, 2024	-	$ -
Issued	9,000,000	0.075
Balance, April 30, 2025	9,000,000	0.075
Exercised	(5,250,000)	0.075
Balance, July 31, 2025	3,750,000	0.075

The following share purchase warrants were outstanding as at July 31, 2025:

Expiry date	Number of warrants	Exercise price	Remaining contractual life (years)
February 24, 2027	3,750,000	$ 0.075	$ 1.57
	3,750,000	0.075	1.57

7. RELATED PARTY TRANSACTIONS

Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined the key personnel to be the executive and non-executive officers and directors of the Company.

	Three-months Ended July 31,
	2025	2024
Accounting and audit	$ 1,600	$ 750
Management and consulting fees	29,250	16,500
Legal and corporate services	33,140	-
Office and administration	-	3,375
	$ 63,990	$ 20,625

As at July 31, 2025 and April 30, 2025, $14,700 and $3,417 were owed to related parties for services.

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HYPER BIT TECHNOLOGIES LTD.

Notes to the Condensed Interim Financial Statements

For the three-month period ended July 31, 2025 and 2024

(Amounts in Canadian dollars)

8. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Cash is carried at fair value using a level 1 fair value measurement. The carrying value of cash, accounts payable and accrued liabilities, and due to related party approximate their fair value because of the short-term nature of these instruments.

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.

There have been no changes from the prior year.

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

Credit risk

Credit risk is the risk of 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 liquid financial assets including cash. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash with high-credit quality financial institutions.

Liquidity risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at July 31, 2025, the Company had a cash balance of $301,510 (April 30, 2025 - $212,613) to settle current liabilities of $610,785 (April 30, 2025 - $180,979). All of the Company's accounts payable and accrued liabilities have contractual maturities of 30 days or due on demand and are subject to normal trade terms. To maintain liquidity, the Company is currently investigating financing opportunities.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. The Company does not have a practice of trading derivatives.

Interest rate risk

The Company's financial assets exposed to interest rate risk consist of cash balances. The Company's current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. As at July 31, 2025 and April 30, 2025, the Company did not have any investments in investment-grade short-term deposit certificates.

Foreign currency risk

The Company is exposed to foreign currency risk to the extent expenditures incurred or funds received, and balances maintained by the Company are denominated in currencies other than Canadian dollars. The Company is not exposed to foreign currency risk.

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HYPER BIT TECHNOLOGIES LTD.

Notes to the Condensed Interim Financial Statements

For the three-month period ended July 31, 2025 and 2024

(Amounts in Canadian dollars)

8. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Price risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is not exposed to significant other price risk.

9. SUBSEQUENT EVENTS

Share Purchase Agreement entered to acquire Dogecoin Mining Technologies Corp.

Subsequent to the period ended July 31, 2025, the Company entered into a Share Purchase Agreement (the "SPA") dated August 19, 2025, with Dogecoin Mining Technologies Corp. ("Dogecoin Mining") and the shareholders of Dogecoin (collectively, the "Dogecoin Shareholders"). Pursuant to the terms and conditions of the SPA, the Company has agreed to acquire 100% of the issued and outstanding common shares of Dogecoin Mining (the "Dogecoin Shares") from the Dogecoin Shareholders.

As consideration for the acquisition of the Dogecoin Shares, the Company will issue an aggregate of 17,999,995 common shares, pro rata to the Dogecoin Shareholders (the "Consideration Shares"). All Consideration Shares will be subject to a resale restriction for a period of four months from the date of issuance pursuant to the policies of the Canadian Securities Exchange as well as multiple milestone earn-out requirements.

14,399,988 of the Consideration Shares will be subject to the four (4) performance milestones set out below. In the event that the Company does not achieve the specified performance milestone below, each Dogecoin Shareholder will return the corresponding number of Consideration Shares to the Company, and upon receipt, the Company will return to treasury such Consideration Shares for cancellation.

3,600,006 Consideration Shares

Not subject to any Performance Milestone.

3,599,997 Consideration Shares

Performance Milestone 1: Upon the confirmation that the initial tranche of ElphaPex DG1+ Rigs has cleared customs in the destination jurisdiction on or before December 31, 2025.

3,599,997 Consideration Shares

Performance Milestone 2: Upon confirmation that the initial tranche of ElphaPex DG1+ Rigs has been installed and is online within ten (10) business days of arrival at the data center on or before December 31, 2025.

3,599,997 Consideration Shares

Performance Milestone 3: Upon confirmation that the initial tranche of DG1+ Rigs are achieving a hash rate equal to or greater than 96%, based on a five (5) day rolling average after being deemed online on or before December 31, 2025.

3,599,997 Consideration Shares

Performance Milestone 4: Upon confirmation of the allocation of a minimum of 2,000 ElphaPex DG2 Rigs through a comfort letter or equivalent supporting documentation on or before December 31, 2025.

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HYPER BIT TECHNOLOGIES LTD.

Notes to the Condensed Interim Financial Statements

For the three-month period ended July 31, 2025 and 2024

(Amounts in Canadian dollars)

9. SUBSEQUENT EVENTS (continued)

Pursuant to the terms of the SPA, each Dogecoin Shareholder will also enter into a Voting Support Agreement (a "VSA") with the Company whereby each Dogecoin Shareholder will agree to vote their Consideration Shares in favor of all resolutions put forward by management of the Company for such period of time that the Dogecoin Shareholder continues to hold such Consideration Shares.

Completion of the Transaction is subject to customary closing conditions as contemplated in the Definitive Agreement including, but not limited to, the execution and delivery of a VSA by each Dogecoin Shareholder, completion of Dogecoin's audit, and a valuation report to the satisfaction of the Company's Board of Directors. The Transaction cannot close until all such conditions are satisfied.

Bitcoin Purchased from 663312 BC Ltd. ("Bit Royalty")

Subsequent to the period ended July 31, 2025, the Company agreed to purchase an accumulated $100,000 of Bitcoin from 663312 BC Ltd. ("Bit Royalty"), an arm's length corporation.

As part of the August 19, 2025 Debt Settlement, the Company arranged to settle the purchase of a combined $110,000 in Bitcoin and transaction related fees through the issuance of 611,111 common shares. at an agreed price of $0.18, when the fair value of the shares was $0.35 per share. The Company issued the 611,111 common shares and will receive the Bitcoin upon delivery of the settlement shares to Bit Royalty.

Loan Agreements

On August 19, 2025, the Company arranged to settle the $379,675 in combined convertible debentures, $3,167 in interest and $57,000 in loan fees through the issuance of 2,445,300 common shares at an agreed price of $0.18, when the fair value of the shares was $0.35 per share.

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