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Hyper Bit Technologies Ltd. — Interim / Quarterly Report 2026
Apr 1, 2026
47812_rns_2026-03-31_24492d38-ddfd-49b5-9920-b233c89be665.pdf
Interim / Quarterly Report
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HYPER BIT TECHNOLOGIES LTD.
Condensed Interim Financial Statements
For the Three and Nine Months Ended January 31, 2026
(Unaudited - Amounts in Canadian Dollars)
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.
HYPER BIT TECHNOLOGIES LTD.
Condensed Interim Statements of Financial Position
(in Canadian dollars)
As at January 31, 2026 and April 30, 2025
| January 31, 2026 (unaudited) | April 30, 2025 (audited) | |
|---|---|---|
| Assets | ||
| Current assets: | ||
| Cash | $ 63,452 | $ 212,613 |
| Amounts receivable | 69,085 | 15,133 |
| Loan receivable (note 6) | 452,029 | - |
| Investments (note 5) | 17,616 | - |
| Prepaid expenses | 6,292 | 82,604 |
| Total current assets | 608,474 | 310,350 |
| Investment (note 3) | 10 | 10 |
| Property and equipment (note 4) | 3,407 | - |
| Total assets | $ 611,891 | $ 310,360 |
| Liabilities and Shareholders’ Equity | ||
| Current liabilities: | ||
| Accounts payable and accrued liabilities | $ 276,603 | $ 172,646 |
| Loan payable (note 7) | 74,266 | - |
| Convertible debenture (note 8) | 76,203 | - |
| Deferred income (note 3) | - | 8,333 |
| Total current liabilities | 427,072 | 180,979 |
| Shareholders’ deficiency: | ||
| Share capital (note 9) | 8,375,939 | 6,186,073 |
| Reserves | 328,860 | 90,860 |
| Deficit | (8,519,980) | (6,147,552) |
| Total shareholder’s equity | 184,819 | 129,381 |
| Total liabilities and shareholder’s equity | $ 611,891 | $ 310,360 |
Going concern (note 2)
Subsequent events (note 12)
The accompanying notes form an integral part of these condensed interim financial statements.
HYPER BIT TECHNOLOGIES LTD.
Condensed Interim Statements of Loss and Comprehensive Loss
(in Canadian dollars)
(unaudited)
For the three and nine months ended January 31, 2026 and 2026
| Three-Months Ended January 31, | Nine-Months Ended January 31, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Expenses | ||||
| Amortization and depreciation | $ 87 | $ - | $ 87 | $ 922 |
| Accounting and audit (note 10) | 12,000 | (2,065) | 18,350 | (1,339) |
| Finance expense | 91,744 | - | 165,089 | (415) |
| Foreign exchange loss | 19,280 | (1,014) | 23,108 | - |
| Legal and corporate services (note 10) | 29,449 | 1,320 | 121,413 | 1,375 |
| Management and consulting (note 10) | 104,299 | 24,000 | 403,218 | 49,500 |
| Office, rent and administration (note 10) | 17,993 | 4,286 | 50,167 | 12,011 |
| Share-based compensation (note 9) | - | - | 266,000 | - |
| Shareholder communications and marketing | 42,232 | 1,677 | 616,743 | 3,871 |
| Travel | 20,435 | - | 113,653 | 250 |
| Transfer agent and filing fees | 4,595 | 2,671 | 55,357 | 8,718 |
| 342,114 | - | 1,833,187 | 74,893 | |
| Loss before other items | (342,114) | (30,875) | (1,833,187) | (74,893) |
| Other items | ||||
| Other income (note 3) | - | 12,500 | 20,833 | 37,500 |
| Interest income (note 6) | 7,984 | - | 15,396 | - |
| Loss on settlement of debt (note 9) | - | - | (567,177) | - |
| Fair market loss on investments (note 5) | (38) | - | (8,295) | - |
| 7,946 | 12,500 | (539,243) | 37,500 | |
| Net loss and comprehensive loss | $ (334,168) | $ (18,375) | $ (2,372,428) | $ (37,393) |
| Weighted average shares outstanding | 31,954,342 | 9,821,088 | 28,133,000 | 9,826,885 |
| Loss per share | $ (0.01) | $ (0.00) | $ (0.08) | $ (0.00) |
The accompanying notes form an integral part of these condensed interim financial statements.
HYPER BIT TECHNOLOGIES LTD.
Condensed Interim Statements of Cash Flows
(in Canadian dollars)
(unaudited)
For the nine-months ended January 31, 2026 and 2025
| 2026 | 2025 | |
|---|---|---|
| Cash provided by (used in): | ||
| Operations | ||
| Net loss | $ (2,372,428) | $ (37,393) |
| Items not involving cash: | ||
| Share-based compensation | 266,000 | - |
| Accretion on convertible debentures | 13,430 | - |
| Non-cash finance expense | 76,203 | - |
| Loss on settlement of debt | 567,177 | - |
| Finance expense settled in shares | 70,167 | - |
| Fair market loss on investments | 8,295 | - |
| Amortization and depreciation | 87 | 922 |
| Foreign currency exchange | - | (415) |
| Cash spent in operating activities before working capital | (1,371,069) | (36,886) |
| Change in non-cash working capital | ||
| Amounts receivable | (53,952) | 642 |
| Prepaid expenses | 76,312 | 953 |
| Deferred revenue | (8,333) | (417) |
| Accounts payable and accrued liabilities | 154,356 | 6,444 |
| Net cash used in operations | (1,202,686) | (29,264) |
| Investing | ||
| Purchase of property and equipment | (3,494) | - |
| Issuance of loan receivable | (452,029) | - |
| Net cash used in investing | (455,523) | - |
| Financing | ||
| Proceeds on issuance of common shares | 545,000 | - |
| Proceeds on issuance of convertible debenture | 435,693 | - |
| Proceeds on issuance of loan payable | 528,355 | 20,000 |
| Net cash from financing | 1,509,048 | 20,000 |
| Increase (decrease) in cash | (149,161) | (9,264) |
| Cash, beginning of period | 212,613 | 11,702 |
| Cash, end of period | $ 63,452 | $ 2,438 |
| Non-Cash Financing Activities | ||
| Investments purchased from loan facility | 125,000 | - |
| Shares issued on settlement of debt | 600,567 | - |
The accompanying notes form an integral part of these condensed interim financial statements.
HYPER BIT TECHNOLOGIES LTD.
Condensed Interim Statements of Changes in Shareholders' Equity
(in Canadian dollars)
(unaudited)
For the nine-months ended January 31, 2026 and 2025
| Number of Common Shares | Share Capital | Equity Portion of Convertible Debenture | 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 | - | - | - | - | (37,393) | (37,393) |
| Balance, January 31, 2025 | 9,821,088 | $ 5,454,169 | $ - | $ 90,860 | $(5,752,505) | $(207,476) |
| Balance, April 30, 2025 | 21,505,888 | $ 6,186,073 | $ - | $ 90,860 | $(6,147,552) | $ 129,381 |
| Shares issued on exercise of warrants (note 9) | 6,200,000 | 465,000 | - | - | - | 465,000 |
| Shares issued on exercise of options (note 9) | 200,000 | 108,000 | - | (28,000) | - | 80,000 |
| Shares issued on settlement of debt (note 9) | 3,336,411 | 1,167,744 | - | - | - | 1,167,744 |
| Issuance of convertible debenture (note 8) | - | - | 22,509 | - | - | 22,509 |
| Shares issued on conversion of debenture (note 8) | 1,451,943 | 449,122 | (22,509) | - | - | 426,613 |
| Share-based compensation (note 9) | - | - | - | 266,000 | - | 266,000 |
| Net loss | - | - | - | - | (2,372,428) | (2,372,428) |
| Balance, October 31, 2025 | 32,694,242 | $ 8,375,939 | $ - | $ 328,860 | $(8,519,980) | $ 184,819 |
The accompanying notes form an integral part of these condensed interim financial statements.
HYPER BIT TECHNOLOGIES LTD.
Notes to the Condensed Interim Financial Statements
For the three and nine month period ended January 31, 2026 and 2025
(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 January 31, 2026, 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.
HYPER BIT TECHNOLOGIES LTD.
Notes to the Condensed Interim Financial Statements
For the three and nine month period ended January 31, 2026 and 2025
(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 $2,2,372,429 during the nine month period ended January 31, 2026. 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 January 31, 2026, the Company had $63,452 in cash, working capital of $181,402, 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 January 31, 2026, were approved and authorized for issuance by the Board of Directors on March 31, 2026.
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.
HYPER BIT TECHNOLOGIES LTD.
Notes to the Condensed Interim Financial Statements
For the three and nine month period ended January 31, 2026 and 2025
(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 January 31, 2026, the Company reported $20,833 (January 31, 2025 - $37,500) 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 January 31, 2026 (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 January 31, 2026, the Company had furniture and fixtures with a cost base of $3,494 (April 30, 2025 – nil) and accumulated amortization of $87 (April 30, 2025 – nil) for a net book value of $3,407 (April 30, 2025 – nil).
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 October 31, 2025, the mining rigs were valued at nil (April 30, 2025 - nil).
HYPER BIT TECHNOLOGIES LTD.
Notes to the Condensed Interim Financial Statements
For the three and nine month period ended January 31, 2026 and 2025
(Amounts in Canadian dollars)
5. INVESTMENTS
Investment continuity schedule as at October 31, 2025 is as follows:
| Investment in ETF | |
|---|---|
| Balance, April 30, 2025 | $ - |
| EFT purchased on issuance of loan payable | 116,150 |
| Proceeds on disposition | (90,238) |
| Change in fair value | (8,296) |
| Balance, January 31, 2026 | $ 17,616 |
Investments at fair value through profit or loss as at January 31, 2026 is as follows:
| Number | Cost Basis | Market Value | |
|---|---|---|---|
| Ishares Ethereum Trust ETF | 644 | 24,156 | 17,616 |
| Balance, January 31, 2026 | $ 24,156 | $ 17,616 |
During the nine months ended January 31, 2026, the Company disposed of the Ishares Bitcoin Trust ETF for gross proceeds of $90,238, resulting in a realized loss of $9,762 during the period.
As per terms of the credit facility described in note 7, the above investments are held by the lender of the credit facility. As per the terms of the facility, the Company agreed to pay a 10% custodial fee for holding the investments in trust.
6. LOAN RECEIVABLE
On July 24, 2025, the Company entered into a loan agreement with Dogecoin Mining Technologies Corp. for US $115,820 (CAD $157,075). The loan is unsecured, bearing interest at 8% per annum, and is due October 31, 2025. As at January 31, 2026, the Company has recognized US $4,849 (CAD $6,725) of interest income as a result of the loan. The loan currently remains outstanding.
On August 6, 2025, the Company entered into 2 separate loan agreements with Dogecoin Mining Technologies Corp. for US $99,618 (CAD $135,103). The loan is unsecured, bearing interest at 8% per annum, and is due October 31, 2025. As at January 31, 2026, the Company has recognized US $3,887 (CAD $5,393) of interest income as a result of the loan. The loan currently remains outstanding.
On December 6, 2025, the Company entered into a loan agreement with Dogecoin Mining Technologies Corp. for US $104,850 (CAD $142,198). The loan is unsecured, bearing interest at 8% per annum, and is due March 4, 2026. As at January 31, 2026, the Company has recognized US $1,333 (CAD $1,838) of interest income as a result of the loan. The loan currently remains outstanding.
On December 22, 2025, the Company entered into a loan agreement with Dogecoin Mining Technologies Corp. for $17,653 CAD. The loan is unsecured, bearing interest at 8% per annum, and is due December 22, 2026. As at January 31, 2026, the Company has recognized $155 of interest income as a result of the loan.
HYPER BIT TECHNOLOGIES LTD.
Notes to the Condensed Interim Financial Statements
For the three and nine month period ended January 31, 2026 and 2025
(Amounts in Canadian dollars)
7. LOAN PAYABLE
During the period ended January 31, 2026, the Company entered into various 90 day loan agreements totaling $429,787. The agreements are unsecured, bearing interest at 10% and a 15% loan fee. On August 19, 2025, the Company issued 2,445,319 common shares for settlement of $380,000 of the loan payable and $60,167 of unpaid interest and loan fees. As at January 31, 2026, $50,110 of these loans remain outstanding.
On July 1, 2025, the Company entered into a credit facility to a maximum amount of $1,000,000, which may be advanced in one or more draws. The proceeds on the facility are to be used to purchase Crypto currencies as agreed upon with the lender. The facility bears interest at 10% per annum with a 90 day term. On July 11, 2025, the Company issued the first draw down notice of $45,985 to purchase 500 units of Ishares Bitcoin Trust ETF. On July 24, 2025, the Company issued the second drawn down notice of $46,009 to purchase 500 units of Ishares Bitcoin Trust ETF. On July 24, 2025, the Company issued the third draw down notice of $24,156 to purchase 644 units of Ishares Ethereum Trust ETF. On August 19, 2025, the Company issued 611,111 common shares to settle the loan balance of $91,994 and $9,199 of the custodial fee resulting from the holding of the investments.
8. CONVERTIBLE DEBENTURES
| As at | Liability Component | Equity Component | Total |
|---|---|---|---|
| Balance, April 30, 2025 | $ - | $ - | $ - |
| Issuance | 489,390 | 22,399 | 511,789 |
| Interest reserve | (76,206) | - | (76,206) |
| Accretion expense | 13,429 | - | 13,429 |
| Conversion to shares | (426,613) | (22,399) | (449,012) |
| Balance, January 31, 2026 | $ - | $ - | $ - |
On October 24, 2025, the Company issued a debenture with a face value of $511,789 less a 15% original issue discount for net proceeds of $435,588. The convertible debenture can be converted into units of the Company at $0.30 per unit. Each unit consists of one common share and one common share purchase warrant, allowing the holder to purchase an additional common share at $0.40 per common share for a period of 36 months from the date of issuance. The debenture is unsecured and is non-interest bearing. The debenture matures on 90 days from the date of issuance, at which time the debenture less the OID can be settled in shares, with the remaining amount settled by cash payment. At anytime before the maturity date, the holder can convert the debenture into units.
The convertible debenture was determined to be a compound financial instrument composed of liability and equity components, meeting the fixed-for-fixed criteria. The fair value of the liability component of the convertible debentures at the time of issue was calculated as being equivalent to the discounted cash flows for the debentures assuming an effective interest rate of 20%. The effective interest rate was based on the estimated interest rate for a debenture without a conversion feature. The fair value of the equity component (conversion feature) was determined at the time of issue as the difference between the face value of the convertible debenture and the fair value of the liability component.
HYPER BIT TECHNOLOGIES LTD.
Notes to the Condensed Interim Financial Statements
For the three and nine month period ended January 31, 2026 and 2025
(Amounts in Canadian dollars)
8. CONVERTIBLE DEBENTURES (continued)
At the time of issue, the value of the liability component was determined to be $489,390 with the residual value of $22,399 assigned to the equity component.
The value of the conversion warrants was determined by allocating the residual value of the debenture units transaction price after all financial liabilities in the debenture units were recognized. No value has been assigned to the warrants.
During the three-month period ending January 31, 2026, the convertible debentures were converted to shares. As a result, 1,451,943 common shares and 1,451,943 common share purchase warrants were issued.
9. SHARE CAPITAL
Authorized:
Unlimited number of common shares without par value.
Issued:
For the six-months ending October 31, 2025, the Company issued 6,000,000 common shares on the exercise of 6,200,000 warrants for gross proceeds of $465,000.
On July 23, 2025, the company issued 200,000 common shares for gross proceeds of $80,000 on the exercise of stock options.
On August 19, 2025, the Company issued 3,336,411 common shares on the settlement of $50,400 of accounts payable, $480,000 of loans payable, and $70,167 of unpaid interest and custodial fees. As a result, the Company has recognized a loss on settlement of debt of $567,177, as the difference between the fair value of the shares on August 19, 2025.
On November 12, 2025, the Company issued 110,500 common shares on the conversion of convertible debentures. In addition, the Company issued 110,500 common share purchase warrants entitling the holder to purchase an additional common share at $0.40 per common share for a three year period.
On November 28, 2025, the Company issued 800,000 common shares on the conversion of convertible debentures. In addition, the Company issued 800,000 common share purchase warrants entitling the holder to purchase an additional common share at $0.40 per common share for a three year period.
On January 19, 2026, the Company issued 198,333 common shares on the conversion of convertible debentures. In addition, the Company issued 198,333 common share purchase warrants entitling the holder to purchase an additional common share at $0.40 per common share for a three year period.
On January 22, 2026, the Company issued 343,110 common shares on the conversion of convertible debentures. In addition, the Company issued 343,110 common share purchase warrants entitling the holder to purchase an additional common share at $0.40 per common share for a three year period.
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.
HYPER BIT TECHNOLOGIES LTD.
Notes to the Condensed Interim Financial Statements
For the three and nine month period ended January 31, 2026 and 2025
(Amounts in Canadian dollars)
9. SHARE CAPITAL (continued)
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 January 31, 2026 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, January 31, 2026 | 1,700,000 | 0.40 |
The following stock options were outstanding as at January 31, 2026:
| Expiry date | Number of options | Exercise price | Remaining contractual life (years) |
|---|---|---|---|
| $ | |||
| May 15, 2026 | 1,700,000 | 0.40 | 0.29 |
| 1,700,000 | 0.40 | 0.29 |
Warrants
A continuity of the warrants outstanding at January 31, 2026 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 |
| Issued | 4,788,354 | 0.330 |
| Exercised | (6,200,000) | 0.075 |
| Balance, January 31, 2026 | 7,588,354 | 0.236 |
HYPER BIT TECHNOLOGIES LTD.
Notes to the Condensed Interim Financial Statements
For the three and nine month period ended January 31, 2026 and 2025
(Amounts in Canadian dollars)
9. SHARE CAPITAL (continued)
The following share purchase warrants were outstanding as at January 31, 2026:
| Expiry date | Number of warrants | Exercise price | Remaining contractual life (years) |
|---|---|---|---|
| $ | |||
| February 24, 2027 | 2,800,000 | 0.075 | 1.07 |
| August 19, 2028 | 3,336,411 | 0.300 | 2.55 |
| November 12, 2028 | 110,500 | 0.400 | 2.78 |
| November 28, 2028 | 800,000 | 0.400 | 2.83 |
| January 19, 2029 | 198,333 | 0.400 | 2.97 |
| January 22, 2029 | 343,110 | 0.400 | 2.98 |
| 7,588,354 | 0.236 | 2.07 |
10. 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 January 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Accounting and audit | $ - | $ 750 |
| Management and consulting fees | 15,000 | 16,500 |
| Legal and corporate services | 26,500 | - |
| Directors fees | 16,500 | - |
| Office, rent and administration | - | 3,375 |
| $ 42,000 | $ 20,625 | |
| Nine-months Ended January 31, | ||
| 2026 | 2025 | |
| Accounting and audit | $ 1,600 | $ 2,250 |
| Management and consulting fees | 57,750 | 49,500 |
| Legal and corporate services | 70,640 | - |
| Office and administration | - | 10,125 |
| $ 129,990 | $ 61,875 |
As at January 31, 2026 and April 30, 2025, $70,900 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 and nine month period ended January 31, 2026 and 2025
(Amounts in Canadian dollars)
11. 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 January 31, 2026, the Company had a cash balance of $63,452 (April 30, 2025 - $212,613) to settle current liabilities of $427,072 (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 January 31, 2026 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 and nine month period ended January 31, 2026 and 2025
(Amounts in Canadian dollars)
11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
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.
Fair value
The Company classifies its financial instruments using a fair value hierarchy as a framework for disclosing fair value of financial instruments based on inputs used to value the Company's investments. The hierarchy of inputs and description of inputs is described as follows:
Level 1 – fair values are based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – fair values are based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); or
Level 3 – fair values are based on inputs for the asset or liability that are not based on observable market data, which are unobservable inputs.
| Level 1 | |
|---|---|
| Investments in publicly traded EFT | $ 17,616 |
12. SUBSEQUENT EVENTS
Share Purchase Agreement entered to acquire Dogecoin Mining Technologies Corp.
Subsequent to the period ended January 31, 2026, 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.
HYPER BIT TECHNOLOGIES LTD.
Notes to the Condensed Interim Financial Statements
For the three and nine month period ended January 31, 2026 and 2025
(Amounts in Canadian dollars)
12. SUBSEQUENT EVENTS (continued)
| 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. |
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.
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