CUSPIS CAPITAL II LTD.

Filing Statement

with respect to a Qualifying Transaction pursuant to Policy 2.4 of the TSX Venture Exchange which will result in the reverse take-over of

Cuspis Capital II Ltd.

11197894 Canada Ltd.

Dated as of January 31, 2025

Neither the TSX Venture Exchange Inc. nor any securities regulatory authority has in any way passed upon the merits of the Qualifying Transaction described in this Filing Statement

FILING STATEMENT

GLOSSARY ... 1
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION ... 8
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS ... 8
SUMMARY OF FILING STATEMENT ... 9
Parties to the Proposed Qualifying Transaction ... 9
Background of the Proposed Qualifying Transaction ... 9
Reasons for the Proposed Qualifying Transaction ... 10
Summary of the Proposed Qualifying Transaction and Related Transactions ... 10
The Business Combination Agreement and the Proposed Qualifying Transaction ... 11
Arm’s Length Qualifying Transaction ... 17
Concurrent Financing ... 17
Approvals Necessary for the Proposed Qualifying Transaction ... 18
Interests of Insiders, Promoters or Control Persons ... 18
Estimated Available Funds and Principal Purposes ... 20
Selected Pro Forma Consolidated Financial Information ... 21
Listing and Share Price on the Exchange ... 21
Sponsorship ... 21
Details of Any Conflict of Interest ... 21
Interests of Experts ... 22
Risk Factors ... 22
Conditional Listing Approval ... 22
Part I - RISK FACTORS ... 23
Risk Factors Relating to Cuspis ... 23
Risk Factors Relating to the Business of IC Group and the Resulting Issuer ... 24
Risks Related to Reliance on Third Parties ... 33
Risks Related to the Resulting Issuer Shares ... 35
General Risk Factors ... 36
PART II - INFORMATION CONCERNING CUSPIS ... 38
Corporate Structure ... 38
General Development of the Business ... 38
Selected Consolidated Financial Information and Management’s Discussion and Analysis ... 39
Description of the Securities ... 39
Cuspis Option Plan ... 39
Prior Sales ... 40
Stock Exchange Price ... 40
Non-Arm’s-Length Transactions ... 42
Arm’s-Length Qualifying Transaction ... 42
Legal Proceedings ... 42
Auditor, Transfer Agent and Registrar ... 43
Material Contracts ... 43
PART III - INFORMATION CONCERNING IC GROUP ... 44
Corporate Structure ... 44
General Development of the Business ... 45
Industry Overview ... 48
Market ... 49
Marketing and Sales Plans ... 49
Competitive Conditions ... 50
Description of the Securities of IC Group ... 52
Prior Sales ... 53
Stock Exchange Price ... 54
Executive Compensation ... 54
Compensation Philosophy ... 55
Compensation Governance ... 55
Director and Named Executive Officer Compensation, Excluding Compensation Securities ... 56

Non-Arm’s Length Party Transactions...58
Legal Proceedings...59
Material Contracts...59
Investor Relations Agreements...59
The Fannex Acquisition...60
Narrative Description of the Fannex Business...60
PART IV - INFORMATION CONCERNING THE RESULTING ISSUER...62
Corporate Structure...62
Narrative Description of the Business...62
Business Objectives and Milestones of the Resulting Issuer...62
Description of the Securities...64
Pro Forma Consolidated Capitalization...64
Available Funds and Principal Purposes...66
Dividends...67
Principal Securityholders...67
Notes:...67
Promoter Consideration...70
Corporate Cease Trade Orders or Bankruptcies...71
Penalties or Sanctions...71
Personal Bankruptcies...71
Conflicts of Interest...71
Other Reporting Issuer Experience...72
Audit Committee...72
Corporate Governance...73
Executive Compensation...75
Indebtedness of Directors and Officers...77
Investor Relations Arrangements...77
Options to Purchase Securities...78
Other Security Based Compensation...79
Escrowed Securities...79
Surplus Security Resale Restrictions...83
Auditor, Transfer Agent and Registrar...83
PART V – GENERAL MATTERS...84
Sponsorship...84
Experts Reports and Opinions...84
Other Material Facts...84
Board Approval...84
Financial Statement Requirements...84
CERTIFICATE OF CUSPIS CAPITAL II LTD...85
CERTIFICATE OF 11197894 Canada Ltd...86
ACKNOWLEDGEMENT – PERSONAL INFORMATION...87

SCHEDULE “A” – ANNUAL FINANCIAL STATEMENTS AND MD&A OF CUSPIS CAPITAL II LTD.
SCHEDULE “B” – INTERIM FINANCIAL STATEMENTS AND MD&A OF CUSPIS CAPITAL II LTD.
SCHEDULE “C” – ANNUAL FINANCIAL STATEMENTS AND MD&A OF 11197894 CANADA LTD.
SCHEDULE “D” – INTERIM FINANCIAL STATEMENTS AND MD&A OF 11197894 CANADA LTD.
SCHEDULE “E” – PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
SCHEDULE “F” – AUDIT COMMITTEE CHARTER

GLOSSARY

"Advisory Fee Agreement" means the corporate finance advisory and finder's fee agreement made effective May 6, 2022 between Cuspis Capital Partners Ltd. ("Cuspis Partners") and Cuspis, providing a cash corporate finance advisory and finder's fee, payable on a monthly basis for a term of twenty-four (24) months following the Closing, to Cuspis Partners for the introduction of Cuspis to IC Group for a business combination transaction, and the related assistance with the Concurrent Financing, and preparation for participation in the public capital markets;

"Agents" has the meaning ascribed to that term under the heading "Part I – Summary of Filing Statement – Concurrent Financing";

"Agency Agreement" means the agency agreement dated November 7, 2024 among Research Capital Corporation, Ventum Financial Corp., IC Group and Cuspis;

"Affiliate" means a Company that is affiliated with another Company as described below. A Company is an "Affiliate" of another Company if:

(a) one of them is the subsidiary of the other, or
(b) each of them is controlled by the same Person. A Company is "controlled" by a Person if:

(i) voting securities of the Company are held, other than by way of security only, by or for the benefit of that Person, and
(ii) the voting securities, if voted, entitle the Person to elect a majority of the directors of the Company. A Person beneficially owns securities that are beneficially owned by:

(1) a Company controlled by that Person, or
(2) an Affiliate of that Person or an Affiliate of any Company controlled by that Person;

"Amalco" means the corporation resulting from the amalgamation of Subco and IC Group pursuant to the Amalgamation;

"Amalco Shares" means the common shares in the capital of Amalco;

"Amalgamation" means the amalgamation of IC Group and Subco pursuant to Section 181 of the CBCA, and in accordance with the terms and conditions of the Amalgamation Agreement;

"Amalgamation Agreement" means the amalgamation agreement to be entered into among Cuspis, IC Group and Subco pursuant to section 181 of the CBCA to effect the Amalgamation, which is attached as Schedule "A" to the Business Combination Agreement;

"Acquisitions" means collectively, the Fannex Acquisition and the InsureCo Acquisition;

"Arm's Length Transaction" means a transaction which is not a Non-Arm's Length Transaction;

"Associate" when used to indicate a relationship with a person or company, means

(a) an issuer of which the person or Company beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to outstanding securities of the issuer,
(b) any partner of the person or Company,
(c) any trust or estate in which the person or Company has a substantial beneficial interest or in respect of which a person or company serves as trustee or in a similar capacity,
(d) in the case of a person, a relative of that person, including

(i) that person's spouse or child, or
(ii) any relative of the person or of his spouse who has the same residence as that person;

but where the Exchange determines that two persons shall, or shall not, be deemed to be associates with respect to a Member firm (as defined by the Exchange's policies), Member corporation or holding company of a Member

corporation, then such determination shall be determinative of their relationships in the application of Rule D with respect to that Member firm, Member corporation or holding company;

"Audit Committee" means the audit committee of the Resulting Issuer, as defined by NI 52-110;

"Business Combination" means the business combination contemplated by the Business Combination Agreement;

"Business Combination Agreement" means the business combination agreement entered into on November 15, 2024, between IC Group, Cuspis, and 16470734 Canada Inc., and to which the Amalgamation Agreement is attached, pursuant to which Cuspis and IC Group have agreed to effect the Proposed Qualifying Transaction;

"CAGR" has the meaning ascribed to that term under the heading "Part III – Information Concerning IC Group – Market";

"CBCA" means the Canada Business Corporations Act, as amended;

"Closing" means the Completion of the Proposed Qualifying Transaction;

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

"Compensation Committee" means the Compensation Committee of the Resulting Issuer Board;

"Completion of the Proposed Qualifying Transaction" means the issuance of the Final Exchange Bulletin by the Exchange;

"Concurrent Financing" means a financing on a brokered private placement basis of Subscription Receipts at a price of $1.00 per Subscription Receipt for aggregate gross proceeds of $1,205,250, which was completed on November 7, 2024, all on the terms and subject to the conditions set out in the subscription agreements entered into between the subscribers for Subscription Receipts and IC Group and the Subscription Receipt Agreement;

"Consolidation" means the consolidation of Cuspis Securities on a basis of one post-Consolidation Cuspis Security for every 4.3103448 pre-Consolidation Cuspis Securities prior to the Completion of the Proposed Qualifying Transaction;

"Control Person" means any person or company that holds or is one of a combination of persons or companies that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer;

"CPC" means a corporation:

(a) that has been incorporated or organized in a jurisdiction in Canada;
(b) that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the securities regulatory authorities in compliance with the Exchange Policy 2.4; and
(c) in regard to which the Completion of the Qualifying Transaction has not yet occurred;

"CPC Escrowed Securities" has the meaning ascribed to that term under the heading "Part IV - Information Concerning the Resulting Issuer - CPC Escrowed Securities";

"Cuspis" or "Issuer" means Cuspis Capital II Ltd., a corporation existing under the OBCA;

"Cuspis Board" means the board of directors of Cuspis;

"Cuspis Circular" means the management information circular prepared in connection with the Cuspis Meeting;

"Cuspis Advisory Fee" has the meaning ascribed to that term under the heading "Part II - Information Concerning Cuspis - Non-Arm's Length Transactions";

"Cuspis Meeting" means the annual and special meeting of shareholders of Cuspis, which was held on June 28, 2024, and approved, among other matters, the Consolidation, the Name Change and a new slate of 5 directors to replace the current directors of Cuspis effective immediately following the completion of the Proposed Qualifying Transaction;

"Cuspis Options" means stock options to acquire Cuspis Shares pursuant to the Cuspis Option Plan;

"Cuspis Option Plan" means the stock option plan as adopted by Cuspis;

"Cuspis Securities" means, collectively, the Cuspis Shares and Cuspis Options;

"Cuspis Shareholders" means the holders from time to time of Cuspis Shares;

"Cuspis Shares" means common shares in the capital of Cuspis, as constituted on the date hereof (on a pre-Consolidation basis);

"Debt Rollover" means the settlement of outstanding debt for IC Group Units, in the aggregate amount of $316,667, representing shareholder loans from certain shareholders of IC Group, through the issuance of an aggregate of 316,667 IC Group Units;

"Director" means the director appointed under the CBCA;

"Dissent Rights" mean the rights of the IC Group Dissenting Shareholders to dissent under section 190 of the CBCA, with respect to the Amalgamation;

"Effective Date" means the date of Closing, expected to be on or about February 7, 2025;

"Effective Time" means the time on the Effective Date that the Proposed Qualifying Transaction becomes effective;

"Escrow Agent" means TSX Trust Company;

"Exchange" or "TSXV" means the TSX Venture Exchange Inc.;

"Exchange Policy 2.2" means Exchange Policy 2.2 – Sponsorship and Sponsorship Requirements of the TSXV Corporate Finance Manual;

"Exchange Policy 2.4" means Exchange Policy 2.4 – Capital Pool Companies of the TSXV Corporate Finance Manual;

"Exchange Ratio" means 1:1;

"Fannex" means Emotion Media Inc., a corporation existing under the Corporations Act (Manitoba);

"Fannex Agreement" means the Agreement between the registered and beneficial owners of all of the issued and outstanding shares in the capital stock of Fannex, with the exception of certain shares in Fannex already owned by IC Group, and IC Group, dated August 20, 2024, with respect to the acquisition of all of the outstanding shares in the capital of Fannex by IC Group, with the exception of the shares in Fannex already owned by IC Group;

"Fannex Live" has the meaning ascribed to that term under the heading "Part III – Information Concerning IC Group – General Development of the Business;

"Filing Statement" means this filing statement of Cuspis, including the Schedules attached hereto;

"Final Exchange Bulletin" means the Exchange Bulletin evidencing final Exchange acceptance of the Proposed Qualifying Transaction that is to be issued following the Closing and the submission of all required documentation;

"Glide" has the meaning ascribed to that term under the heading "Part III – Information Concerning IC Group – General Development of the Business";

"InsureCo" means Insured Creativity Inc., a corporation existing under the CBCA;

"InsureCo Agreement" means the Agreement between IC Group and InsureCo dated June 22, 2024 with respect to the acquisition of 2,499,750 Class B Common shares in the capital of InsureCo by IC Group;

"IC Group" means 11197894 Canada Ltd., a company existing under the CBCA and the company which is to be acquired by Cuspis pursuant to the Proposed Qualifying Transaction;

"IC Group Board" means the board of directors of IC Group;

"IC Group Broker Warrants" means the broker warrants issued to certain agents of IC Group, if any, in connection with the Concurrent Financing;

"IC Group Dissent Procedures" means the dissent procedures provided to IC Group Shareholders pursuant to section 190 of the CBCA;

"IC Group Dissenting Shareholders" means a registered IC Group Shareholder who exercises Dissent Rights in respect of the Amalgamation in strict compliance with the IC Group Dissent Procedures;

"IC Group Options" means options to purchase IC Group Shares;

"IC Group Resolution" means the special resolution signed by all of the IC Group Shareholders dated January 15, 2025, to approve the Amalgamation;

"IC Group Securities" means, collectively, the IC Group Shares and IC Group Options;

"IC Group Shareholders" means the holders of IC Group Shares;

"IC Group Shareholders' Agreement" means the unanimous shareholders' agreement of IC Group dated September 1, 2023;

"IC Group Shares" means the issued and outstanding Class A Common shares of IC Group, which as of the date hereof only includes common shares in the capital of IC Group;

"IC Group Units" means a unit of IC Group comprised of one (1) IC Group Share and one (1) IC Group Unit Warrant;

"IC Group Unit Warrants" means warrants to purchase IC Group Shares, with such warrants being issued in connection with the conversion of the Subscription Receipts into IC Group Units. Each whole IC Group Unit Warrant underlying an IC Group Unit will entitle the holder to acquire one IC Group Share at a price of $1.20 at any time prior to the forty-eight (48) month anniversary of the completion of the Proposed Qualifying Transaction.

"IFRS" means the International Financial Reporting Standards as adopted by the International Accounting Standards Board and as adopted by the Chartered Professional Accountants of Canada;

"Insider" if used in relation to Cuspis, means:

(a) director or senior officer of Cuspis;
(b) a director or senior officer of the Company that is an Insider or subsidiary of Cuspis;
(c) a Person that beneficially owns or controls, directly or indirectly, Cuspis Shares carrying more than 10% of the voting rights attached to all outstanding Cuspis Shares; or
(d) Cuspis itself if it holds any of its own securities;

"Intellectual Property" means all trade or brand names, business names, trademarks, service marks, copyrights, patents, patent rights, licenses, industrial designs, know-how (including trade secrets and other unpatented or

unpatentable proprietary or confidential information, systems or procedures), computer software inventions, designs and other industrial or intellectual property of any kind or nature whatsoever;

“IR Agreement” means the media services contract entered into between IC Group and Market One Media Group Inc. dated October 16, 2024;

“Letter of Intent” means the non-binding letter of intent entered into between Cuspis and IC Group dated March 4, 2024, outlining the general terms and conditions pursuant to which Cuspis and IC Group agreed to complete the Qualifying Transaction, which letter of intent was subsequently superseded and replaced by the Business Combination Agreement;

“Name Change” means the change of Cuspis’ name to “IC Group Holdings Inc.” or such other name as is acceptable to the Resulting Issuer Board and the Director under the OBCA;

“NEO” has the definition ascribed to it in Form 51-102F6 – Statement of Executive Compensation under NI 51-102;

“New Slate” means the IC Group nominees for the Resulting Issuer Board;

“NI 51-102” means National Instrument 51-102 – Continuous Disclosure Obligations;

“NI 52-110” means National Instrument 52-110 – Audit Committees;

“NI 58-101” means National Instrument 58-101 – Disclosure of Corporate Governance Practices;

“Non-Arm’s Length Party” means in relation to a Company, a promoter, officer, director, other Insider or Control Person of that Company (including an Issuer) and any Associates or Affiliates of any of such Persons. In relation to an individual, means any Associate of the individual or any Company of which the individual is a promoter, officer, director, Insider or Control Person;

“Non-Arm’s Length Qualifying Transaction” means a proposed Qualifying Transaction where the same party or parties or their respective Associates or Affiliates are Control Persons in both the CPC and in relation to the Significant Assets which are to be the subject of the proposed Qualifying Transaction;

“OBCA” means the Business Corporations Act (Ontario), including the regulations promulgated thereunder, as amended from time to time;

“Person” means a Company or individual;

“Pickaw” has the meaning ascribed to that term under the heading “Part I – Risk Factors – Risk Factors Relating to the Business of the Resulting Issuer”;

“Principal” has the meaning ascribed thereto in Exchange Policy 1.1 – Interpretation of the TSXV Corporate Finance Manual;

“Promoter” has the meaning ascribed thereto in the Securities Act (Ontario);

“Proposed Qualifying Transaction” means the Qualifying Transaction pursuant to which Subco and IC Group will be amalgamated by way of a “three-cornered” amalgamation, pursuant to the Amalgamation Agreement under the provisions of the CBCA and will be read to include, collectively, as the context permits or requires, the Amalgamation, the Name Change and such other transactions contemplated by the Business Combination Agreement;

“Purchased InsureCo Shares” has the meaning ascribed to that term under the heading “Part III Information Concerning IC Group – General Development of the Business”;

“QT Escrowed Securities” has the meaning ascribed to that term under the heading “Part IV – Information Concerning the Resulting Issuer – QT Escrowed Securities”;

"Qualifying Transaction" or "QT" means a transaction where a CPC acquires Significant Assets other than cash, by way of purchase, amalgamation, merger or arrangement with another company or by other means. Cuspis intends that the Proposed Qualifying Transaction constitute its Qualifying Transaction;

"Related Party Transaction" means a transaction involving Non-Arm's Length Parties, or other circumstances exist which, in the opinion of the Exchange, may compromise the independence of Cuspis with respect to the Proposed Qualifying Transaction;

"Release Conditions" has the meaning ascribed to that term under the heading "Part I – Summary of Filing Statement – Concurrent Financing";

"Resulting Issuer" means Cuspis as it exists upon Completion of the Proposed Qualifying Transaction, to be renamed "IC Group Holdings Inc.";

"Resulting Issuer Board" means the board of directors of the Resulting Issuer;

"Resulting Issuer Options" means options entitling their holders to purchase Resulting Issuer Shares under the Resulting Issuer Option Plan;

"Resulting Issuer Option Plan" means the Cuspis Option Plan to be adopted by the Resulting Issuer;

"Resulting Issuer Replacement Broker Warrants" means broker warrants of the Resulting Issuer to be issued to holders of IC Group Broker Warrants pursuant to the Business Combination Agreement;

"Resulting Issuer Replacement Options" means stock options of the Resulting Issuer to be issued to holders of IC Group Options pursuant to the Business Combination Agreement;

"Resulting Issuer Replacement Warrants" means the warrants to purchase Resulting Issuer Shares to be issued by the Resulting Issuer to holders of IC Group Unit Warrants;

"Resulting Issuer Shares" means the post-Consolidation common shares in the capital of the Resulting Issuer;

"SEDAR+" means the System for Electronic Document Analysis and Retrieval+;

"Share Split" means the 1 to 7.8870161 split of IC Group Shares, expected to be completed prior to the completion of the Proposed Qualifying Transaction;

"Significant Assets" means one or more assets or businesses which, when purchased, optioned or otherwise acquired by Cuspis, together with any other concurrent transactions, would result in Cuspis meeting the initial listing requirements of the Exchange;

"SSRRs" has the meaning ascribed to that term under the heading "Part IV – Information Concerning the Resulting Issuer – Seed Share Resale Restrictions";

"Subco" means 16470734 Canada Inc., a federal wholly-owned subsidiary of Cuspis;

"Subco Shares" means common shares in the capital of Subco;

"Subscription Receipt Agreement" means the subscription receipt agreement dated November 7, 2024 among IC Group, Cuspis, Research Capital Corporation, as lead agent, and TSX Trust Company, as subscription receipt agent;

"Subscription Receipts" means the subscription receipts of IC Group issued as part of the Concurrent Financing, each representing the right of the holder thereof to receive, in certain circumstances set forth in the terms of the Subscription Receipt Agreement, one IC Group Unit, consisting of one (1) IC Group Share and one (1) IC Group Unit Warrant, without any further act or formality, and for no additional consideration;

"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder;

"TSXV Corporate Finance Manual" means the Corporate Finance Manual of the TSXV;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended; and

"Warrant Indenture" means the warrant indenture dated November 7, 2024 among IC Group, Cuspis, and TSX Trust Company, as warrant agent.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

This Filing Statement contains references to the Canadian dollar and the US dollar. All dollar amounts referenced, unless otherwise indicated, are expressed in Canadian dollars. US dollars are referred to as "US dollars" or "US$". As at January 29, 2025, the indicated rate as reported by the Bank of Canada was US$1.00 = CDN$1.4435 or CDN$1.00 = US$0.6928. IC Group's financial statements incorporated herein are reported in Canadian dollars and are prepared in accordance with IFRS.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain statements in this Filing Statement and the schedules attached hereto are forward-looking statements which may include, but are not limited to, statements with respect to: predictions about the Resulting Issuer's earnings, revenues, margins, expenses or other financial matters; forecasts of financial condition, results of operations, liquidity position, or working capital requirements; the completion, timing and expected effects of the Proposed Qualifying Transaction and the benefits anticipated to be received by Cuspis, IC Group and/or the Resulting Issuer from such transactions; the completion of the Concurrent Financing; the completion of the Debt Rollover; IC Group's (and the Resulting Issuer's) business objectives; completion of the Fannex Acquisition and the terms thereof; the Resulting Issuer's expectations with respect to future compensation; the Resulting Issuer's adoption of certain corporate governance practices and the composition of committees; the adequacy of IC Group's financial resources; the additional regulatory burden from the Resulting Issuer's public listing on the TSXV; IC Group's adoption of certain corporate governance practices; and, assumptions or estimates underlying any of the foregoing.

Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "projects", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of IC Group or the Resulting Issuer, as applicable, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, but are not limited to: the completion of the Proposed Qualifying Transaction and Exchange approval; the Resulting Issuer will depend on its key personnel and its business may be severely disrupted if the company suffers the loss of their services; and the requirements of being a public company may strain the Resulting Issuer's resources, divert management's attention and affect its ability to attract and retain executive management and qualified board members. Although Cuspis and IC Group have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.

Although Cuspis and IC Group believe that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements contained in this Filing Statement are expressly qualified by this cautionary statement and by the risk factors described in the Filing Statement under the heading "Risk Factors". The forward-looking statements contained herein are made as of the date of this Filing Statement and Cuspis, IC Group and the Resulting Issuer disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except where required by applicable securities laws.

SUMMARY OF FILING STATEMENT

The following is a summary of information relating to Cuspis, IC Group and the Resulting Issuer (assuming Completion of the Proposed Qualifying Transaction) and should be read together with the more detailed information and financial data and statements contained elsewhere in this Filing Statement.

Capitalized terms used in this summary, and not defined in this summary, will have the meaning provided in the Glossary or elsewhere in this Filing Statement. No person is authorized to give any information or to make any representation not contained in this Filing Statement and, if given or made, such information or representation should not be relied upon as having been authorized. This Filing Statement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation.

Neither delivery of this Filing Statement nor any distribution of the securities referred to in this Filing Statement shall, under any circumstances, create an implication that there has been no change in the information set forth herein since the date of this Filing Statement.

Parties to the Proposed Qualifying Transaction

Cuspis

Cuspis was incorporated on September 3, 2019 pursuant to the OBCA. Cuspis' principal and registered office is located at 77 King Street West, TD North Tower, Suite 700, P.O. Box 118, Toronto, Ontario M5K 1G8. Cuspis completed its initial public offering on December 11, 2020. It is classified as a CPC for the purposes of Exchange Policy 2.4, and its shares are listed for trading on the TSXV under the stock symbol "CCII.P".

Cuspis' current business is to identify and evaluate other businesses and assets with a view to the acquisition thereof or participation therein in accordance with TSXV qualifying transaction rules. Until Cuspis completes a Qualifying Transaction, like the Proposed Qualifying Transaction, Cuspis may not carry on any other business. See "Part II – Information Concerning Cuspis – General Development of the Business".

IC Group

IC Group, headquartered in Winnipeg, Manitoba, was incorporated on July 31, 2023 under the CBCA, and is the product of a July 31, 2023 amalgamation that consolidated entities that have effectively been in active business since 1989 to continue as IC Group. IC Group is a leading marketing services technology company with over 30 years' experience delivering impactful digital promotions, loyalty, rebate, messaging, and specialty insurance solutions for Fortune 500 brands in global jurisdictions. IC Group expects to complete the Fannex Acquisition concurrently with the Closing and completed the InsureCo Acquisition on June 21, 2024. As a result of the Fannex Acquisition and InsureCo Acquisition, Fannex and InsureCo will become wholly-owned subsidiaries of IC Group.

Prior to the closing of the Fannex Acquisition and the Proposed Qualifying Transaction, IC Group intends to complete the Concurrent Financing and the Debt Rollover, through the issuance of Subscription Receipts and IC Group Units.

Background of the Proposed Qualifying Transaction

On March 4, 2024, Cuspis and IC Group entered into the Letter of Intent in respect of the Proposed Qualifying Transaction, as described in the news release dated March 5, 2024. On November 15, 2024, Cuspis, Subco, and IC Group entered into the Business Combination Agreement to, among other things, effect the Amalgamation pursuant to the Amalgamation Agreement attached as Schedule "A" thereto.

Pursuant to the terms of the Business Combination Agreement, Cuspis will acquire all the issued and outstanding IC Group Shares through the three-cornered amalgamation of IC Group with Subco, a wholly-owned subsidiary of Cuspis. For the purposes of the Proposed Qualifying Transaction, IC Group and Cuspis have agreed that Cuspis shall

have a deemed value of $2,900,000 and IC Group shall have a deemed value of $29,000,000, assuming the completion of the Fannex Acquisition, for an aggregate value of $31,900,000 (prior to giving effect to the Concurrent Financing and the Debt Rollover).

Reasons for the Proposed Qualifying Transaction

Cuspis was formed as a CPC and has been engaged in the business of identifying and evaluating properties or businesses with a view to completing a Qualifying Transaction. The Proposed Qualifying Transaction will constitute a Qualifying Transaction for Cuspis for the purposes of Exchange Policy 2.4.

The Proposed Qualifying Transaction will provide IC Group with additional capital to pursue its business objectives. The Proposed Qualifying Transaction will also provide IC Group with potentially greater access to capital markets in the future and provides the potential for liquidity to the IC Group Shareholders.

Summary of the Proposed Qualifying Transaction and Related Transactions

In connection with the completion of the Proposed Qualifying Transaction and pursuant to the Business Combination Agreement, it is anticipated that the following transactions will be completed:

(a) Cuspis will complete the Consolidation of Cuspis Securities on the basis of one post-Consolidation Cuspis Security for every 4.3103448 pre-Consolidation Cuspis Security;

(b) IC Group will complete the 1 to 7.8870161 Share Split of IC Group Shares;

(d) IC Group Shares will be exchanged for Resulting Issuer Shares based on the Exchange Ratio;

(e) Subco Shares will be exchanged for Resulting Issuer Shares based on the Exchange Ratio;

(f) Cuspis will cause the current directors and officers of Cuspis and Subco to resign other than the Cuspis appointees who will remain on the Resulting Issuer Board, and IC Group will designate the Resulting Issuer Board and management thereof prior to the Effective Date, such designation to take effect as of the Effective Date;

(g) Cuspis will acquire IC Group through the Amalgamation, the steps of which are described further below; and

(h) the Resulting Issuer will be renamed "IC Group Holdings Inc.", or such other name as determined by IC Group.

Completion of the Proposed Qualifying Transaction is subject to compliance with the terms and conditions set forth in the Business Combination Agreement, which are discussed further below. If the terms and conditions of the Business Combination Agreement are satisfied (or waived, as applicable), it is expected that the Proposed Qualifying Transaction will be completed and become effective on February 7, 2025 or such other date as may be determined by the parties thereto. However, the effective date of the Proposed Qualifying Transaction could be delayed for a number of reasons. See "Part I – Risk Factors".

A corporate organizational chart reflecting the expected corporate structure of the Resulting Issuer following the Effective Date is set forth in "Part IV – Information Concerning the Resulting Issuer – Corporate Structure".

The terms of the Proposed Qualifying Transaction, as set out in the Business Combination Agreement and summarized below, were established through arm's length negotiations between the respective management of Cuspis and IC Group.

The Business Combination Agreement and the Proposed Qualifying Transaction

The Business Combination Agreement provides for the reverse takeover of Cuspis by the IC Group Shareholders by way of a three-cornered amalgamation under the provisions of the CBCA pursuant to the Amalgamation Agreement attached as Schedule “A” thereto, pursuant to which IC Group and Subco will amalgamate, Cuspis will hold a 100% shareholding interest in Amalco and Cuspis will change its name to “IC Group Holdings Inc.” The following is a summary of the Business Combination Agreement and is qualified in its entirety by the full text of the Business Combination Agreement, which has been filed on SEDAR+ and is incorporated by reference herein.

Representations, Warranties and Covenants

IC Group and Cuspis have agreed to certain representations and warranties relating to, among other things: the incorporation and registration of each party; the absence of undisclosed subsidiaries; absence of bankruptcy, insolvency or receivership proceedings; the power and authority to enter into and perform the obligations under the Business Combination Agreement and its ancillary documents; required approvals; absence of conflict; their capital stock; their options and other convertible securities; the absence of changes; the financial statements of each party; internal controls over financial reporting; no restrictions on activities; undisclosed liabilities; non-arm’s length transactions; no guarantees; owned real property; material contracts; other contracts; taxes duly filed; environmental matters; compliance with laws; authorization and consents; employment matters and employee plans; no powers of attorney; absence of insurance; authorizations; absence of fees and commissions; books and records; no restrictions on business combinations; absence of tax liabilities and absence of litigation.

Cuspis further represents and warrants that Cuspis is a “capital pool company” and a “reporting issuer” under the securities legislation of British Columbia, Ontario, Saskatchewan and Alberta; has no expenses or obligations except in the ordinary course or in furtherance of the Proposed Qualifying Transaction; is authorized to issue shares; is current in its continuous disclosure obligations; has made no misrepresentation; and has supplied current information.

Conditions of the Proposed Qualifying Transaction

The Business Combination Agreement contains a number of conditions precedent to the obligations of Cuspis and IC Group. Unless all such conditions are satisfied or waived by the party for whose benefit such conditions exist, to the extent it may be capable of waiver, the Proposed Qualifying Transaction will not proceed. There is no assurance that these conditions will be satisfied or waived on a timely basis, or at all. The conditions to the Proposed Qualifying Transaction becoming effective are set out in the Business Combination Agreement and are summarized below.

Conditions for the Benefit of Cuspis

The completion of the Proposed Qualifying Transaction is subject to the following conditions being satisfied at or prior to the Effective Date, which conditions are for the exclusive benefit of Cuspis and may be waived, in whole or in part, by Cuspis in its sole discretion:

(a) receipt of constating documents certified by a duly authorized officer of IC Group and a certificate or the equivalent, dated not more than three days prior to the Effective Date, of the jurisdiction of incorporation of IC Group as to the corporate good standing thereof;

(b) the Exchange issuing conditional acceptance, subject only to customary conditions of closing, for trading of the Resulting Issuer Shares;

(c) IC Group shall have obtained the approval of its board of directors and shareholders, in accordance with the CBCA or IC Group Shareholders’ Agreement, as may be applicable;

(d) Cuspis shall have received from IC Group a copy, certified by a duly authorized officer thereof, of the records of all corporate action taken to authorize the execution, delivery and performance of the Business Combination Agreement and the transactions contemplated thereby;

(e) The Share Split shall have been approved and completed;

(f) the representations and warranties of IC Group being true and correct, and certificates of the Chief Executive Officer and Chief Financial Officer of IC Group will have been delivered to Cuspis confirming the foregoing;

(g) covenants and conditions complied with and performed by IC Group, and certificates of the Chief Executive Officer and Chief Financial Officer of IC Group will have been delivered to Cuspis confirming the foregoing;

(h) IC Group will have completed the Fannex Acquisition;

(i) IC Group will have completed the Concurrent Financing;

(j) IC Group will have completed the Debt Rollover;

(k) if required by the Exchange, or deemed desirable by either IC Group or Cuspis, IC Group shall have engaged an independent third-party firm to determine the fair market value of IC Group and its assets;

(l) there will have been obtained, from all relevant Governmental Authorities, such Authorizations as are required to be obtained by IC Group and Cuspis to consummate the Business Combination Agreement;

(m) each of the parties as required by the Exchange shall have entered into an escrow agreement upon the terms and conditions imposed pursuant to the policies of the Exchange;

(n) IC Group having received all contractual notices, consents and approvals described in the Business Combination Agreement;

(o) no bona fide legal or regulatory action or proceeding will be pending or threatened by any Person to enjoin, restrict or prohibit the Business Combination or any other of the transactions contemplated thereby, or the right of Cuspis, Subco or IC Group to conduct, expand, and develop their business;

(p) there will have been no material adverse effect to IC Group and a certificate of the Chief Executive Officer and Chief Financial Officer of IC Group to that effect will have been delivered to Cuspis;

(q) before giving effect to the Share Split, and the securities issuable in connection with the Concurrent Financing, the Debt Rollover, or pursuant to the Acquisitions, IC Group shall have no securities issued and outstanding other than 3,269,803 IC Group Shares, the 316,667 IC Group Units issued upon the Debt Rollover, and 263,272 IC Group Options; and

(r) Dissent Rights will not have been exercised in respect of a total number of IC Group Shares which would, if such shares were converted into Cuspis Shares pursuant to the Proposed Qualifying Transaction, exceed 5% of the Cuspis Shares outstanding upon completion of the Proposed Qualifying Transaction.

Conditions for the Benefit of IC Group

The completion of the Proposed Qualifying Transaction is subject to the following conditions being satisfied at or prior to the Effective Time, which conditions are for the exclusive benefit of IC Group and may be waived, in whole or in part, by IC Group in its sole discretion:

(a) receipt of constating documents certified by a duly authorized officer of Cuspis and Subco and a certificate or the equivalent, dated not more than three days prior to the Effective Date, of the jurisdiction of incorporation of each of Cuspis and Subco as to the corporate good standing thereof;

(b) the Exchange issuing conditional acceptance, subject only to customary conditions of closing, for trading of the Resulting Issuer Shares;

(c) Cuspis shall have obtained the approval of its board of directors, and if required by the OBCA, as applicable, its shareholders;

(d) IC Group shall have received from Cuspis a copy, certified by a duly authorized officer thereof, of the records of all corporate action taken to authorize the execution, delivery and performance of the Business Combination Agreement and the transactions contemplated thereby;

(e) the Name Change and Consolidation shall have been approved and completed;

(f) there shall be no more than 12,500,000 Cuspis Shares outstanding and no securities convertible into Cuspis Shares other than as disclosed;

(g) the representations and warranties of Cuspis being true and correct, and certificates of the Chief Executive Officer and Chief Financial Officer of Cuspis will have been delivered to IC Group confirming the foregoing;

(h) covenants and conditions complied with and performed by Cuspis, and certificates of the Chief Executive Officer and Chief Financial Officer of Cuspis will have been delivered to Cuspis confirming the foregoing;

(i) there will have been obtained, from all relevant Governmental Authorities, such Authorizations as are required to be obtained by IC Group and Cuspis to consummate the Proposed Qualifying Transaction;

(j) Cuspis having received all contractual notices, consents and approvals;

(k) no bona fide legal or regulatory action or proceeding will be pending or threatened by any Person to enjoin, restrict or prohibit the Proposed Qualifying Transaction or any other of the transactions contemplated thereby, or the right of Cuspis, Subco or IC Group to conduct, expand, and develop their business;

(l) there will have been no material adverse effect to Cuspis and a certificate of the Chief Executive Officer and Chief Financial Officer of Cuspis to that effect will have been delivered to IC Group;

(m) the Fannex Acquisition shall have been completed, conditional only on the completion of the Concurrent Financing, and the Proposed Qualifying Transaction;

(n) the Concurrent Financing shall have been completed, conditional only on the completion of the Fannex Acquisition, and the Proposed Qualifying Transaction;

(o) each of the directors and officers of Cuspis who resigns will have executed and delivered releases in favour of Cuspis in form and substance satisfactory to IC Group, acting reasonably; and

(p) Dissent Rights will not have been exercised in respect of a total number of IC Group Shares which would, if such shares were converted into Cuspis Shares pursuant to the Proposed Qualifying Transaction, exceed 5% of the Cuspis Shares outstanding upon completion of the Proposed Qualifying Transaction.

Covenants of the Parties during the Period prior to the Effective Date

During the period from the date of the Amalgamation until the Effective Date, each party will use its commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable (i) to consummate and make effective as promptly as practicable the Proposed Qualifying Transactions

contemplated by the Business Combination Agreement; (ii) to comply with all provisions of the Business Combination Agreement; and (iii) to cooperate with each other in connection with the foregoing.

Termination Rights

The Business Combination Agreement may be terminated at any time before the Effective Time:

(a) by the mutual agreement of Cuspis and IC Group;

(b) by either of IC Group or Cuspis by notice to the other party if a Governmental Authority has notified either party in writing that it will not permit the Proposed Qualifying Transaction to proceed;

(c) by either of IC Group or Cuspis by notice to the other party if there has been a misrepresentation, breach or non-performance by the breaching party of any representation, warranty, covenant or obligation contained in the Business Combination Agreement, which could reasonably be expected to have a material adverse effect on the terminating party or the ability of either party to complete the Proposed Qualifying Transaction in accordance with the terms of the Business Combination Agreement, provided the breaching party has been given notice of and ten (10) days to cure any such misrepresentation, breach or non-performance;

(d) by IC Group should the conditions for the benefit of IC Group not be met;

(e) by Cuspis should the conditions for the benefit of Cuspis not be met; and

(f) by either IC Group or Cuspis, if the Proposed Qualifying Transaction has not been completed on or before February 7, 2025, or such later date as may be agreed to by IC Group and Cuspis.

Upon the termination of the Business Combination Agreement, the parties shall be released from their obligations other than as expressly contemplated in the Business Combination Agreement, except as otherwise set forth therein, provided that nothing shall relieve a party from liability arising prior to such termination.

Directors and Officers of the Resulting Issuer

Concurrently with the Completion of the Proposed Qualifying Transaction, Cuspis will cause all of the then-current directors and officers of Cuspis, except C. Fraser Elliott and Jack Schoenmakers, to resign without payment by or any liability to Cuspis, Subco or Amalco, and to cause each such director and officer to execute and deliver a release in favour of Cuspis, in a form acceptable to Cuspis and IC Group.

The Resulting Issuer Board will consist of Duncan McCready, Marc Caron, Michael Svetkoff, C. Fraser Elliott, and Jack Schoenmakers. Executive management of the Resulting Issuer will comprise Duncan McCready as President and Chief Executive Officer, John Penhale as Chief Financial Officer, and Marc Caron as Secretary.

Business Combination Steps

Pursuant to the terms and conditions set forth in the Business Combination Agreement:

(a) On the Closing Date and subject to approval by the Exchange, IC Group and Subco will amalgamate, pursuant to the provisions of the CBCA, by jointly completing and filing Articles of Amalgamation with the Director, and shall continue as one corporation (Amalco) effective at the Effective Time, giving effect to the Amalgamation, subject to the terms of the Business Combination Agreement (including for greater certainty the Amalgamation Agreement).

(b) Immediately prior to the Effective Time, all of the issued and outstanding Subscription Receipts issued in connection with the Concurrent Financing shall be automatically exchanged into IC Group Units on the basis of one IC Group Unit for every one IC Group Subscription Receipt.

(i) each holder of IC Group Shares (other than IC Group Dissenting Shareholders) shall receive that many fully paid and non-assessable Cuspis Shares equal to the number of IC Group Shares held by such holder multiplied by the Exchange Ratio (subject to certain exceptions regarding fractional shares), following which all such IC Group Shares shall be converted into Amalco Shares in consideration for the issuance of such Cuspis Shares on the basis of one Amalco Share for each Cuspis Share issued;

(ii) all Subco Shares issued to and held by Cuspis shall be cancelled;

(iii) Cuspis shall add to the stated capital maintained in respect of the Cuspis Shares an amount equal to the aggregate paid-up capital for purposes of the Tax Act of the IC Group Shares immediately prior to the Effective Time (less the paid-up capital of any IC Group Shares held by dissenting IC Group Shareholders who do not exchange their IC Group Shares for Cuspis Shares on the Amalgamation);

(iv) Amalco shall add to the stated capital maintained in respect of the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital for purposes of the Tax Act of the Subco Shares and IC Group Shares immediately prior to the Effective Time;

(v) no fractional Cuspis Shares will be issuable to shareholders of IC Group pursuant to the Amalgamation and no cash payment or other form of consideration will be payable in lieu thereof. In the event that a former holder of IC Group Shares is entitled to receive a fractional Cuspis Share, any such fractional Cuspis Share interest to which a shareholder of IC Group or Subco would otherwise be entitled to pursuant to the Amalgamation will be rounded mathematically to the nearest whole Cuspis Share;

(vi) Cuspis shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transaction contemplated by the Business Combination Agreement to any holder of IC Group Shares, as the case may be, such amounts as it determines are required or permitted to be deducted and withheld with respect to such payment under the Tax Act or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the IC Group Shares or Subco Shares, as the case may be, in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority; and

(vii) Amalco will be a wholly-owned subsidiary of Cuspis.

(d) At the Effective Time:

(i) the registered holders of IC Group Shares shall become the registered holders of the Resulting Issuer Shares to which they are entitled, calculated in accordance with the provisions thereof, and the holders of share certificates representing such IC Group Shares may surrender such certificates to IC Group’s transfer agent (if applicable) and, upon such surrender, shall be entitled to receive and, as soon as reasonably practicable following the Effective Time, shall receive share certificates or direct registration advices representing the number of Resulting Issuer Shares to which they are so entitled;

(ii) Cuspis shall become the registered holder of the Amalco Shares to which it is entitled, calculated in accordance with the provisions of the Business Combination Agreement, and shall be entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled, calculated in accordance with the provisions of the Business Combination Agreement; and

(iii) the New Slate of board members shall become effective.

(e) At the Effective Time, the IC Group Unit Warrants shall be exchanged for Resulting Issuer Replacement Warrants exercisable to acquire, on the same terms and conditions as were applicable to such IC Group Unit Warrants immediately prior to the Effective Time, the number of Cuspis Shares (rounded mathematically to the nearest whole number) equal to the product of: (A) the number of IC Group Shares subject to such IC Group Unit Warrants, immediately prior to the Effective Time; and (B) the Exchange Ratio. The exercise price per Cuspis Share subject to a Resulting Issuer Replacement Warrant shall be an amount (rounded mathematically to the nearest tenth of a cent) equal to the quotient of: (A) the exercise price per IC Group Share subject to such IC Group Unit Warrant, immediately prior to the Effective Time divided by (B) the Exchange Ratio. Except as set out above, the term to expiry, conditions to and manner of exercise and other terms and conditions of each Resulting Issuer Replacement Warrant shall be the same terms and conditions of the IC Group Unit Warrant for which it was exchanged.

(f) At the Effective Time, the IC Group Options shall be exchanged for Resulting Issuer Replacement Options exercisable to acquire, on the same terms and conditions as were applicable to such IC Group Options immediately prior to the Effective Time, the number of Cuspis Shares (rounded mathematically to the nearest whole number) equal to the product of: (A) the number of IC Group Shares subject to such IC Group Option immediately prior to the Effective Time; and (B) the Exchange Ratio. The exercise price per Resulting Issuer Share subject to a Resulting Issuer Replacement Option shall be an amount (rounded mathematically to the nearest tenth of a cent) equal to the quotient of: (A) the exercise price per IC Group Share subject to such IC Group Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. Except as set out above, the term to expiry, conditions to and manner of exercise and other terms and conditions of each Resulting Issuer Replacement Option shall be the same terms and conditions of the IC Group Option for which it was exchanged.

(g) At the Effective Time, the IC Group Broker Warrants shall be exchanged for Resulting Issuer Replacement Broker Warrants exercisable to acquire, on the same terms and conditions as were applicable to such IC Group Broker Warrants immediately prior to the Effective Time, the number of Cuspis Shares (rounded mathematically to the nearest whole number) equal to the product of: (A) the number of IC Group Shares subject to such IC Group Broker Warrants immediately prior to the Effective Time; and (B) the Exchange Ratio. The exercise price per Cuspis Share subject to a Resulting Issuer Replacement Broker Warrant shall be an amount (rounded mathematically to the nearest tenth of a cent) equal to the quotient of: (A) the exercise price per IC Group Share subject to such IC Group Broker Warrant immediately prior to the Effective Time divided by (B) the Exchange Ratio. Except as set out above, the term to expiry, conditions to and manner of exercise and other terms and conditions of each Resulting Issuer Replacement Broker Warrant shall be the same terms and conditions of the IC Group Broker Warrant for which it was exchanged.

(h) At the Effective Time, each IC Group Share held by a IC Group Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of any Encumbrance, to Amalco, and Amalco shall thereupon be obliged to pay the amount therefor determined and payable in accordance with the Business Combination Agreement, the name of such holder shall be removed from the central securities register as a holder of IC Group Shares and such IC Group Dissenting Shareholder will cease to have any rights as a IC Group Shareholder, other than the right to be paid the fair value of its IC Group Shares in accordance with Business Combination Agreement.

(i) If an IC Group Dissenting Shareholder fails to perfect or effectively withdraws its claim under section 190 of the CBCA or forfeits its right to make a claim under section 190 of the CBCA or if its rights as an IC Group Shareholder are otherwise reinstated, such holder’s IC Group Shares shall thereupon be deemed to have been exchanged as of the Effective Time as prescribed by the Business Combination Agreement.

(j) Upon the approval of the resolutions of the directors and shareholders of Cuspis authorizing the Name Change in accordance with the requirements of the OBCA and immediately prior to the Effective Time, Cuspis shall complete and file Articles of Amendment, in the prescribed form, giving effect to the Name Change upon and subject to the terms of the Business Combination Agreement.

(k) Cuspis Shares will only be issued to “U.S. Persons” that are accredited investors and shall be “restricted securities” as defined in Rule 144(a)(3) of the U.S. Securities Act and shall bear a legend in customary form restricting re-sale and transfer without registration under the U.S. Securities Act unless pursuant to an available exemption from registration under the U.S. Securities Act.

It is anticipated that immediately following completion of the foregoing steps, an aggregate of 33,421,917 Resulting Issuer Shares will be issued and outstanding, and: (a) former IC Group Shareholders will hold 29,000,000 Resulting Issuer Shares, representing approximately 86.77% of the outstanding Resulting Issuer Shares; (b) current Cuspis Shareholders will hold 2,900,000 Resulting Issuer Shares, representing approximately 8.68% of the outstanding Resulting Issuer Shares, each on an undiluted basis; and (c) 1,521,917 Resulting Issuer Shares, representing 4.55% are a result of the Concurrent Financing and Debt Rollover.

Arm’s Length Qualifying Transaction

The Proposed Qualifying Transaction is not a Non-Arm’s Length Qualifying Transaction in accordance with the policies of the Exchange.

Concurrent Financing

In connection with the Proposed Qualifying Transaction, IC Group completed the Concurrent Financing on November 7, 2024, pursuant to which IC Group issued 1,205,250 Subscription Receipts at a price of $1.00 per Subscription Receipt for aggregate gross proceeds of $1,205,250, in satisfaction of the requirement to complete a minimum financing of $1,000,000 pursuant to the Business Combination Agreement.

Each Subscription Receipt will automatically be exchanged into one IC Group Unit on the satisfaction or waiver of the escrow release conditions in accordance with the terms of the Subscription Receipt Agreement (the “Release Conditions”), without the payment of additional consideration or the taking of further action on the part of the subscriber. Each IC Group Unit will consist of one (1) IC Group Share and one (1) IC Group Unit Warrant. Each IC Group Unit Warrant will be exercisable to acquire one IC Group Share at an exercise price of $1.20 for a period of forty-eight (48) months from the date of the completion of the Proposed Qualifying Transaction.

The gross proceeds of the Concurrent Financing (less the Agents’ expenses and 50% of the cash commission and advisory fees) will be held in escrow pending the satisfaction of the Release Conditions. In the event the Proposed Qualifying Transaction does not occur on the date that is 180 days following the closing date of the Concurrent Financing, subject to extension in accordance with the terms of the Subscription Receipt Agreement, the gross proceeds shall be returned to the purchasers pro rata without any deduction or interest, and the Subscription Receipts shall be automatically cancelled.

In connection with the Concurrent Financing, Research Capital Corporation, on behalf of a syndicate of agents (collectively, the “Agents”), are entitled to an aggregate cash fee of $38,581.25, being an amount equal to 3.20% of the aggregate gross proceeds raised from the Concurrent Financing. As additional consideration, the Agents also received an aggregate of 50,634 IC Group Broker Warrants, being an amount equal to 3.20% of the number of Subscription Receipts sold under the Concurrent Financing. Each Broker’s Warrant will be exercisable at an exercise price of $1.00 to acquire one IC Group Unit at any time during the forty-eight (48) months following the date on which the Release Conditions are fully satisfied, or the closing of the Concurrent Financing, if the Proposed Qualifying Transaction is not completed.

In connection with Proposed Qualifying Transaction, IC Group will complete the Debt Rollover, in the aggregate amount of $316,667. Pursuant to the Debt Rollover, IC Group settled a $166,667 debt payable to Echo Bay Strategic Yield Fund (a fund related to Michael Svetkoff) in relation to a shareholder loan, through the issuance of 166,667 IC Group Units, and a $150,000 debt payable to Mr. Duncan McCready in relation to a shareholder loan, through the issuance of 150,000 IC Group Units, for an aggregate issuance of 316,667 IC Group Units.

The net proceeds of the Concurrent Financing, after giving effect to the Proposed Qualifying Transaction are expected to be used by the Resulting Issuer to fund: the acquisition of Fannex (approximately $200,000); payment of assumed debentures, in relation to the Fannex Acquisition (approximately $313,650); investor relations (approximately $161,500); and estimated closing costs (approximately $375,000). See “Use of Proceeds” for further details.

Approvals Necessary for the Proposed Qualifying Transaction

Shareholder Approval

The Proposed Qualifying Transaction does not constitute a Non-Arm’s Length Qualifying Transaction since: (a) the Proposed Qualifying Transaction was negotiated by the parties dealing at arm’s length with each other, and (b) no party (together with its respective Associates or Affiliates) (i) holds more than 20% of the outstanding voting securities of Cuspis and IC Group, or (ii) holds a sufficient number of securities of both Cuspis and IC Group so as to affect materially the control of both Cuspis and IC Group. As a result, approval of the Proposed Qualifying Transaction by the Cuspis Shareholders is not required under the Exchange policies as a condition to the completion of the Proposed Qualifying Transaction.

In connection with the Proposed Qualifying Transaction, the Cuspis Shareholders approved the Consolidation and the Name Change, among other matters, at the Cuspis Meeting held on June 28, 2024. The resolutions approving the Consolidation and Name Change required approval by a special majority (66⅔%) of the votes cast by Cuspis Shareholders at the Cuspis Meeting. No votes are required to be excluded from the approval of any resolution at the Cuspis Meeting.

The Name Change and the Consolidation will take effect by the filing of articles of amendment on or prior to the date of Closing, pending completion of all of the conditions set forth in the Business Combination Agreement. The completion of the Consolidation and Name Change are conditions to the Closing.

The current directors of Cuspis have no intention of acting upon the authority granted to them under the resolutions passed at the Cuspis Meeting if the Proposed Qualifying Transaction is not completed.

Subco will obtain written shareholder approval on or around the date hereof for, among other things, the Business Combination Agreement, Amalgamation Agreement and the Amalgamation.

Pursuant to the terms of the IC Group Shareholders’ Agreement, the Amalgamation must be approved by written consent of the IC Group Shareholders holding at least 66 2/3% of the IC Group Shares. In addition, pursuant to the CBCA, the Amalgamation must be approved by 66 2/3% of the votes cast by the IC Group Shareholders. IC Group obtained the requisite written shareholder approval in accordance with the IC Group Shareholders’ Agreement, and the IC Group Shareholders approved the Amalgamation by virtue of the IC Group Resolution.

Exchange Approval

The Completion of the Proposed Qualifying Transaction is subject to the approval of the Exchange. Listing of the Resulting Issuer Shares to be issued in connection with the Proposed Qualifying Transaction is subject to the Resulting Issuer fulfilling all requirements of the Exchange on Completion of the Proposed Qualifying Transaction.

Interests of Insiders, Promoters or Control Persons

No Insider of IC Group or Cuspis and no Associate or Affiliate of the same, has any interest in the Proposed Qualifying Transaction, other than those which arise from the holding of Cuspis securities and/or IC Group securities.

Upon completion of the Proposed Qualifying Transaction, it is expected that management of the Resulting Issuer will consist of Duncan McCready, President and Chief Executive Officer, John Penhale, Chief Financial Officer and Marc Caron, Secretary. It is further expected that Resulting Issuer Board will consist of Duncan McCready, Marc Caron, Michael Svetkoff, C. Fraser Elliott and Jack Schoenmakers. Of the aforementioned individuals, Duncan McCready, Marc Caron, and Michael Svetkoff presently serve as directors of IC Group. Other than C. Fraser Elliott and Jack Schoenmakers, who are anticipated to act as directors of the Resulting Issuer, all directors and officers of Cuspis will resign at or prior to the closing of the Proposed Qualifying Transaction.

The following is a summary of the interests of Insiders of Resulting Issuer, and their respective Associates and Affiliates, before and after giving effect to the Proposed Qualifying Transaction, in each case assuming completion of the Consolidation, the Proposed Qualifying Transaction, and the Acquisitions. See “Part V – Information Concerning the Resulting Issuer – Directors, Officers and Promoters”.

Name and Municipality of Residence	Position to be Held with the Resulting Issuer	Principal Occupation for the last five years	Number of Cuspis Shares and/or IC Group Shares as at the Date of the Filing Statement(1)	Number of Resulting Issuer Shares After Giving Effect to the Proposed Qualifying Transaction(2)	Percentage of Resulting Issuer Shares After Giving Effect to the Proposed Qualifying Transaction(2)
Duncan McCready Oakville, Ontario	President, Chief Executive Officer, and Director	President of IC Group; CEO of Insured Creativity.	1,393,034	11,136,882(3)	33.32%
Marc Caron Winnipeg, Manitoba	Director; Officer (Corporate Secretary)	COO IC Group Inc.	356,728	2,866,409(4)	8.58%
Michael Svetkoff Oakville, Ontario	Director	Private investor.	713,442	5,873,596(5)	17.57%
C. Fraser Elliott Toronto, Ontario	Director	President, CFE Financial Inc.	630,489	296,273(6)	0.89%
Jack Schoenmakers St. Catherines, Ontario	Director	President, Schoevest Investment Inc.	530,489	173,073(6)(7)	0.52%
John Penhale Oakville, Ontario	Officer: CFO	Contract CFO for Private and Public Cos.	26,042	230,394	0.69%
Kemal Leslie, Winnipeg, Manitoba	Senior Vice-President – Fannex	President – Fannex	0	517,010	1.55%
David Sasaki Oakville, Ontario	Officer: President - Insured Creativity Inc.	President and SVP Sales at Insured Creativity Inc.	310,915	2,452,192	7.34%
Dylan MacTavish Burlington, Ontario	Officer: Principal Broker - Insured Creativity Inc.	Principal Broker, Underwriter at Insured Creativity Inc.	16,423	139,528	0.42%
				23,685,358	70.87%

Notes:
(1) As of the date hereof, there are 12,500,000 Cuspis Shares (on a pre-Consolidation basis) outstanding and 3,269,803 IC Group Shares outstanding (on a pre-Share Split basis).
(2) Upon completion of the Proposed Qualifying Transaction, it is expected that there will be approximately 33,421,917 Resulting Issuer Shares (on a non-diluted, post-Consolidation, and post-Share Split basis) issued and outstanding following completion of the Concurrent Financing for gross proceeds of $1,205,250, the Debt Rollover in the aggregate of $316,667, and assuming completion of the Consolidation, the Share Split, and the Acquisitions.
(3) 10,986,882 shares will be owned or controlled by Duncan McCready, through his personal holdings (5,989,638 Resulting Issuer Shares), and the balance (4,997,244 Resulting Issuer Shares) through a voting trust agreement made as of October 31, 2024 ("McCready Voting Trust") between Duncan McCready, Heather MacTavish, Morgan McCready, Gavin McCready, and Tyler McCready. Heather MacTavish, Morgan McCready, Gavin McCready, and Tyler McCready each owns 1,249,311 Resulting Issuer Shares respectively. Heather MacTavish is Duncan's spouse, and Morgan, Gavin, and Tyler are Duncan's children. 150,000 Resulting

Issuer Shares will be owned by 5304709 Manitoba Ltd. (a corporation owned by Duncan McCready), resulting from the Debt Rollover. Pursuant to the McCready Voting Trust, Duncan McCready has been appointed by his wife and children as the "Voting Trustee" and is the sole holder of the right to vote their shares.

(4) 2,531,929 Resulting Issuer Shares will be owned by Paradyme Consulting Inc., a corporation controlled by Marc Caron, and 334,480 shares will be held directly by Marc Caron.
(5) 4,852,875 Resulting Issuer Shares will be owned by Echo Bay Strategic Yield, of which 166,667 Resulting Issuer Shares will be owned pursuant to the Debt Rollover, and 1,020,722 Resulting Issuer Shares will be held by QU-Holdings Inc., a company controlled by Michael Svetkoff.
(6) Shares held or beneficially owned include shares of Cuspis held by Cuspis Capital Partners Ltd. ("CCPL"), a company in which Mr. Elliott and Mr. Schoenmakers are shareholders. 155,000 shares of the Corporation, held by CCPL, are allocated to the above individuals on the basis of their proportionate ownership of CCPL. These allocations represent 30,489 Resulting Issuer Shares for each of Mr. Jack Schoenmakers and Mr. C. Fraser Elliott.
(7) 141,000 Resulting Issuer Shares will be owned by Schoevest Investment Inc., a company controlled by Mr. Jack Schoenmakers and 32,073 are held in accounts of which Mr. Schoenmakers is the beneficial owner.

Estimated Available Funds and Principal Purposes

Available Funds

Based on the estimated working capital of each of Cuspis and IC Group as of December 31, 2024, upon completion of the Proposed Qualifying Transaction, the Concurrent Financing, and the Acquisitions, the Resulting Issuer is expected to have available funds in the amounts of $3,014,743, as follows:

Estimated Available Funds	Based on Gross Proceeds of $1,205,250 under the Concurrent Financing
Estimated working capital of Cuspis as at December 31, 2024	$1,276,783
Estimate of working capital of IC Group as at December 31, 2024(1)	($756,656)
Operating Line (2)	$875,000
Loan Facility (Not Utilized) (3)	$500,000
Net Proceeds from the Concurrent Financing (4)	$1,119,616.25
Estimated available funds	$3,014,743

Notes:

(1) Estimated working capital of IC Group adjusted to eliminate one-time costs of $996,850 associated with the mobile messaging business transition in 2024, and reclassification of current debt and advances from shareholders to long term debt.
(2) Current operating line of credit with BMO for $875,000.
(3) Unused Portion of BMO Loan Facility of $500,000.
(4) After deduction of the $38,581.25 cash commission payable to certain Agents, $12,052.50 advisory fee payable to Research Capital Corporation, and $50,000 corporate finance fee payable Research Capital Corporation, of which $15,000 was paid as a deposit in June 2024.

Principal Purposes of Funds

Upon completion of the Acquisitions, the Concurrent Financing, and the Proposed Qualifying Transaction, the Resulting Issuer will carry on the business conducted by IC Group. The following table sets out the proposed principal uses of the available funds after giving effect to the Proposed Qualifying Transaction based on the estimated working capital of each of Cuspis and IC Group as of December 31, 2024:

Principal Use of Available Funds	Amount
Fannex Acquisition (due on closing)	$200,000
Fannex Debenture Payment	$313,650
Investor Relations and Marketing	$161,500
Estimated Closing Costs(1)	$375,000
Estimated Unallocated Funds Available	$1,964,593
Total Uses	$3,014,743

Notes:
(1) Estimated Closing Costs include legal, accounting, advisory, transfer agent fees, printing and other miscellaneous costs associated with the Proposed Qualifying Transaction.

See “Part IV – Information Concerning the Resulting Issuer – Available Funds and Principal Purposes”.

Selected Pro Forma Consolidated Financial Information

The following table summarizes selected pro forma financial information for the Resulting Issuer as at September 30, 2024, and includes adjustments of the Proposed Qualifying Transaction, the Concurrent Financing, and the Acquisitions, and should be read in conjunction with the pro forma financial statements of the Resulting Issuer attached hereto as Schedule “E”.

Pro Forma Balance Sheet ($)	IC Group as at September 30, 2024 ($)	Cuspis as at September 30, 2024 ($)	Pro Forma Adjustments ($)	Resulting Issuer Pro Forma ($)
Current Assets	12,345,793	1,507,785	377,465	14,231,043
Total Assets	24,341,370	1,507,785	6,548,176	32,397,331
Current Liabilities	22,953,496	143,191	-7,093,732	16,002,955
Total Liabilities	24,050,477	143,191	2,329,156	26,522,824
Total Shareholders’ Equity (deficiency)	290,893	1,364,594	4,219,020	5,874,507

See “Part IV – Information Concerning the Resulting Issuer – Pro Forma Consolidated Capital”.

Listing and Share Price on the Exchange

The Cuspis Shares have been listed on the Exchange since December 11, 2020 under the symbol “CCII.P”. Trading in Cuspis Shares is currently halted pending Completion of the Proposed Qualifying Transaction. The closing price of the Cuspis Shares on March 4, 2024, being the last day on which the Cuspis Shares traded prior to the announcement of the Proposed Qualifying Transaction on March 5, 2024, was $0.06 per Cuspis Share. The IC Group Shares are not traded publicly nor listed on any stock exchange and there is no public market for the securities of IC Group.

Sponsorship

Sponsorship of a Qualifying Transaction of a CPC is required by the Exchange unless exempt in accordance with Exchange Policy 2.4. The Exchange has advised Cuspis that it qualifies for an exemption from the sponsorship requirements of the Exchange in connection with the Proposed Qualifying Transaction.

Details of Any Conflict of Interest

Neither the management of Cuspis nor IC Group is aware of any material conflicts of interest arising out of the Proposed Qualifying Transaction.

The directors and officers of Cuspis are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and the laws requiring disclosure by directors and officers of conflicts of interest. Cuspis will rely upon such laws in respect of any such conflict of interest or in respect of any breach of duty by any

of its directors or officers. All such conflicts are required to be disclosed by such directors or officers in accordance with the OBCA and the directors of Cuspis are required to govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

Interests of Experts

No person or company, whose profession or business gives authority to a statement made by the person or company and who is named as having prepared or certified a part of this Filing Statement or as having prepared or certified a report or valuation described or included in this Filing Statement, holds, or is expected to hold, any beneficial interest, directly or indirectly, in any property of Cuspis, IC Group or the Resulting Issuer or of an Associate or Affiliate of Cuspis, IC Group or the Resulting Issuer and no such person is expected to be elected, appointed or employed as a director, senior officer or employee of Cuspis, IC Group or the Resulting Issuer or of an Associate or Affiliate of Cuspis, IC Group or the Resulting Issuer and no such person is a Promoter of Cuspis, IC Group or the Resulting Issuer or an Associate or Affiliate of Cuspis, IC Group or the Resulting Issuer.

McGovern Hurley LLP has informed Cuspis that they are independent with respect to Cuspis within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of Ontario.

MNP LLP has informed IC Group that they are independent with respect to IC Group within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of Manitoba.

Risk Factors

An investment in Cuspis Shares or Resulting Issuer Shares (both before and after Completion of the Proposed Qualifying Transaction) should be considered highly speculative and involves a high degree of risk. Material risk factors affecting the Resulting Issuer include the following: the Proposed Qualifying Transaction may not be completed; limited operating history; market for securities and volatility of share price; dilution; management and conflicts of interest; adverse general economic conditions; future capital needs and uncertainty of additional financing; competition; management growth; reliance on key personnel; investment risk; use of funds; insurance and uninsured risks; no immediate plans to pay regular dividends; no assurance of active market for shares; dilution to the resulting issuer shares; public company status; reporting requirements and continuous disclosure; currency fluctuations; natural disasters; reputational risks; and certain events may be outside of the control of IC Group.

For a more detailed description of these and other risk factors affecting the Resulting Issuer, see “Part I - Risk Factors” below

Conditional Listing Approval

On January 16, 2025, the Exchange conditionally approved the Proposed Qualifying Transaction. The Completion of the Proposed Qualifying Transaction is subject to the approval of the Exchange. Listing of the Resulting Issuer Shares to be issued in connection with the Proposed Qualifying Transaction is subject to the Resulting Issuer fulfilling all requirements of the Exchange on Completion of the Proposed Qualifying Transaction.

PART I - RISK FACTORS

AN INVESTMENT IN SECURITIES OF THE RESULTING ISSUER IS HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK AND SHOULD ONLY BE MADE BY INVESTORS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.

Prior to making an investment decision, investors should consider the investment risks set forth below and those described elsewhere in this document, which are in addition to the usual risks associated with an investment in a business at an early stage of development. The directors of Cuspis and IC Group consider the risks set forth below to be the most significant, but do not consider them to be all of the risks associated with an investment in securities of Cuspis, IC Group or the Resulting Issuer. If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the directors are currently unaware or which they consider not to be material in connection with the Resulting Issuer’s business, actually occur, the Resulting Issuer’s assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to be materially and adversely affected. In such circumstances, the price of the Resulting Issuer’s securities could decline and investors may lose all or part of their investment.

Risk Factors Relating to Cuspis

The Proposed Qualifying Transaction may not be Completed

The completion of the transactions contemplated by the Business Combination Agreement is subject to certain conditions, including, among other things, (a) obtaining all necessary regulatory approvals, including Exchange approval of the Proposed Qualifying Transaction, the Consolidation and the Name Change and other transactions comprising part of the Proposed Qualifying Transaction, (b) the approval by the IC Group Shareholders of the Amalgamation and the transactions contemplated thereby, (c) completion of the Concurrent Financing; (d) completion of the Debt Rollover; (e) completion of the Acquisitions; and (f) other customary conditions. There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained. If the transactions contemplated by the Business Combination Agreement are not completed for these reasons or for any other reasons, Cuspis will have incurred significant costs associated with the failed implementation of the Proposed Qualifying Transaction.

Furthermore, Cuspis has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that Cuspis will be able to identify a suitable Qualifying Transaction in future. Even if a proposed Qualifying Transaction is identified in the future, the completion of such other Qualifying Transaction will be subject to a number of conditions including acceptance by the Exchange and, in the case of a Non-Arm’s Length Qualifying Transaction, approval of the majority of the minority shareholders.

Limited Operating History and History of Losses

Cuspis has not commenced commercial operations and has no assets other than cash. Cuspis has no history of earnings and will not generate earnings or pay dividends until at least after the completion of a Qualifying Transaction. Until completion of a Qualifying Transaction, Cuspis is not permitted to carry on any business other than the identification and evaluation of potential transactions.

Market for Securities and Volatility of Share Price

There can be no assurance that an active trading market in the Resulting Issuer’s securities will be established or sustained. The market price for the Resulting Issuer’s securities could be subject to wide fluctuations. Factors such as announcements of quarterly variations in operating results, as well as market conditions in the industry, may have a significant adverse impact on the market price of the securities of the Resulting Issuer. 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.

Dilution

The Proposed Qualifying Transaction will be completed all or in part by the issuance of additional securities of Cuspis and this will result in further dilution to the current Cuspis Shareholders, which dilution will be significant and will result in a change of control of Cuspis.

Management and Conflicts of Interest

The ability of Cuspis to successfully complete a Qualifying Transaction is dependent on the performance of its current directors and officers, who only devote a portion of their time to the business and affairs of Cuspis and are, or will be, engaged in other projects or businesses. The current directors, officers and Promoters of Cuspis also serve as directors and/or officers of other companies which may compete with Cuspis in its search for the businesses or assets targeted in order to complete a Qualifying Transaction. Accordingly, situations may arise where the directors, officers and Promoters of Cuspis are in a position of conflict with Cuspis.

Risk Factors Relating to the Business of IC Group and the Resulting Issuer

The Company has a Significant Number of Competitors.

The marketing industry is very competitive, and the Company competes with a substantial number of other companies, both public and private, who may offer similar products and services. A number of these other companies have greater financial and personnel resources than the Company and have greater sales and marketing experience. If these competitors are able to provide better or more cost-effective products or solutions than the Company, or if the Company's systems and technology fail to achieve or maintain market acceptance, or if new technologies are introduced by competitors that are more favorably received than the Company's technology, demand for the Company's products and solutions will decline which will have a negative effect on the Company's operations and financial condition.

Reliance on Key Personnel

The success of the Resulting Issuer depends largely upon the continued services of its executive officers and other key employees, namely its Chief Executive Officer, Duncan McCready, its Chief Financial Officer, John Penhale, Marc Caron, Secretary of the Resulting Issuer (and COO of IC Group Inc.) and David Sasaki, President of InsureCo. and other senior leaders in the organization. IC Group relies on its leadership team in all areas of its businesses including Digital Promotions, Incentives & Rewards, Mobile Messaging, and Insurance Solutions including functional areas of financial operations, engineering, information technology, delivery, legal & compliance, operations, vendor management, marketing, sales, customer support, information security, general and administrative functions. From time to time, there may be changes in IC Group's executive management or leadership team resulting from the hiring or departure of executives, which could disrupt its business. IC Group does not have employment or contractor agreements with its executive officers or other key personnel that require them to continue to work for IC Group for any specified period and, therefore, they could terminate their contract or employment with IC Group at any time. The loss of one or more of IC Group's executive officers or key employees could harm IC Group's business. The Company carries no "Key Man" insurance on any of its management, and the loss of any of these individuals is likely to have a negative effect on the Company's operations. Changes in IC Group's executive management team may also cause disruptions in, and harm to, its business.

In addition, to execute IC Group's growth plan, IC Group must attract and retain highly qualified personnel. Competition for these personnel is intense, especially for software engineers experienced in designing and developing software and SaaS applications and experienced sales professionals. IC Group has, from time to time experienced, and expects to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which IC Group competes for experienced personnel have greater resources than IC Group. If IC Group hires employees from competitors or other companies, their former employers may attempt to assert that these employees or IC Group has breached their legal obligations, resulting in a diversion of IC Group's time and resources. In addition, future job candidates and existing employees may consider the value of the equity awards they receive in connection with their employment. If the perceived value of IC Group's equity awards declines,

it may harm IC Group’s ability to recruit and retain highly skilled employees. If IC Group fails to attract new personnel or fails to retain and motivate its current personnel, its business and future growth prospects could be harmed.

Future Capital Needs and Uncertainty of Additional Financing

The Resulting Issuer’s expected cash on hand as of the Effective Date should be sufficient to meet its presently anticipated working capital and capital expenditure requirements over the next 12 months. However, the Resulting Issuer may need to raise additional funds in order to support more rapid expansion, declines in actual earnings vs. forecasted earnings, increases in marketing expenses, or technology investments and the funds to operate as a public company. There is no assurance that the Resulting Issuer will be successful in obtaining the required financing, including for general working capital. There can be no assurance that such additional funding, if needed, will be available on terms attractive to the Resulting Issuer or at all. Furthermore, any additional equity financing may be dilutive to shareholders and debt financing, if available, may involve restrictive covenants. If additional funds are raised through the issuance of equity securities, the percentage ownership of the shareholders of the Resulting Issuer will be reduced, shareholders may experience additional dilution in net book value per share, or such equity securities may have rights, preferences or privileges senior to those of the holders of the common shares. If adequate funds are not available on acceptable terms the Resulting Issuer may be unable to develop or enhance its business, take advantage of future opportunities, or respond to competitive pressures, any of which could have a material adverse effect on the Resulting Issuer’s business, financial condition and operating results.

Ability to Achieve Revenue and Customer Growth

Although IC Group has diversified revenue streams generated via professional service fees, commission based fees, transaction fees, and license fees for its SaaS platforms there is no assurance that future revenues will grow or be sufficient to generate the funds required to continue operations without external funding.

Further, in future periods, IC Group’s revenue growth could slow or its revenue could decline for a number of reasons, including slowing demand for its product, increasing competition, any failure to gain, grow or retain channel partners, a decrease in the growth of its overall market, or its failure, for any reason, to continue to capitalize on growth opportunities.

IC Group’s customers also have no obligation to renew their subscriptions or contracts after their term expires. Customers may also terminate contracts early with no or little penalty. As a result, there can be no assurance that IC Group will be able to retain its customers including new customers gained in recent acquisitions.

IC Group’s costs associated with contract renewals are substantially lower than costs associated with generating revenue from new customers or costs associated with generating sales of additional solutions to existing customers. Therefore, if IC Group is unable to retain customers, even if such losses are offset by an increase in new customers or an increase in other revenues, its operating results could be adversely impacted.

IC Group may also fail to attract new customers, retain existing customers, or increase sales to both new and existing customers as a result of a number of other factors, including:

reductions in its current or potential customers’ spending levels.
competitive factors affecting technology and SaaS solutions including the introduction of competing solutions, discount pricing and other strategies that may be implemented by its competitors.
regulatory or legal restrictions in jurisdictions IC Group operates.
its ability to execute on its growth strategy and operating plans.
a decline in its customers’ level of satisfaction with its solution and customers’ usage of its solution.
changes in its relationships with third parties, including its partners, software developers, and others.
the timeliness and success of its solutions.
the frequency and severity of any system outages.
the pace of technological change; and
IC Group’s focus on long-term value over short-term results, meaning that it may make strategic decisions

that may not maximize its short-term revenue or profitability if IC Group believes that the decisions are consistent with its mission and will improve its financial performance over the long-term.

Ability to Manage Growth Effectively

IC Group has experienced, and may continue to experience, rapid growth and organizational change through its acquisitions, which has placed, and may continue to place, significant demands on its management, operational, technical, information security, and financial resources. IC Group’s organizational structure is also becoming more complex as it integrates recent acquisitions and improves its operational, financial, technology, information security and management controls as well as its reporting systems and procedures. IC Group will require capital expenditures and the allocation of valuable management resources to grow and change in these areas without undermining its culture of rapid innovation, teamwork, and attention to customer success, which has been central to its business success to date. If IC Group fails to manage its anticipated growth and change in a manner that preserves the key aspects of its corporate culture, the quality of its solution may suffer, which could negatively affect its brand and reputation and harm its ability to retain and attract customers and employees.

IC Group’s expansion has placed, and its expected future growth will continue to place, a significant strain on its managerial, customer operations, research and development, marketing, and sales, administrative, financial, technology, information security, and other resources. If IC Group is unable to manage its growth successfully, its business and results of operations could suffer.

In addition, as IC Group expands its business, it is important that it continue to maintain a high level of customer service and satisfaction. As IC Group’s customer base continues to grow, IC Group will need to expand its account management, customer service, sales, and channel partners, to provide personalized sales, account management, and customer service. If IC Group is not able to continue to provide high levels of customer service, its reputation, as well as its business, results of operations and financial condition, could be harmed.

Operating Risks

IC Group may not be able to maintain profitability in the future. The Resulting Issuer’s expenses will likely increase in the future as it develops and launches new product features, expands in existing and new markets, increases sales and marketing efforts, and continues to invest in its technology. These efforts may be more costly than expected and may not result in increased revenue or growth in the Resulting Issuer’s business. Certain features of its solution may require significant capital investments and recurring costs, including maintenance, depreciation, asset life and asset replacement costs, and if the Resulting Issuer is not able to generate sufficient levels of utilization of such assets or such features are otherwise not successful, such investments may not generate sufficient returns and the Resulting Issuer’s financial condition may be adversely affected. Any failure to increase revenue sufficiently to keep pace with investment and other expenses could prevent the Resulting Issuer from achieving or maintaining profitability or positive cash flow on a consistent basis. In addition, as IC Group grows and becomes a newly public company, it will incur additional significant legal, accounting, and other expenses that it did not incur as a private company. If the Resulting Issuer is unable to successfully address these risks and challenges as it encounters them, its business, financial condition, and results of operations could be adversely affected.

Limited Operating History with Recent Acquisitions or Future Acquisitions in Canada and other Countries

IC Group has recently acquired its Mobile Messaging business through an asset purchase completed on November 1, 2023 (the “Mobile Messaging Business”), a promotion SaaS platform business (“Pickaw”) acquired on May 31, 2024 and is expecting to complete the acquisition of Fannex concurrently with the Closing. As such, the Resulting Issued will have limited operational history with the Mobile Messaging Business, Pickaw and Fannex. The Resulting Issuer will also complete the acquisition of the remaining shares in InsureCo. The Resulting Issuer is familiar with the operations of InsureCo.

The Resulting Issuer will therefore be subject to many of the risks common to mergers, acquisitions, and early-stage enterprises, including technology issues, under-capitalization, labour issues, regulatory and compliance issues, tax

issues, intellectual property, cash shortages, limitations with respect to personnel, financial, and other resources, and lack of revenues.

Some acquisitions such as Pickaw, will occur in jurisdictions outside of Canada. The Resulting Issuer will be exposed to additional risks common to mergers, acquisitions and early-stage enterprises in foreign jurisdictions including but not limited to local laws, tax regulations, regulatory and compliance requirements, employment law, intellectual property, technology, vendors, personnel, financial and other related issues which may negatively impact the business, customers, and its financial condition.

The limited operating history may also make it difficult for investors to evaluate the Resulting Issuer's prospects for success. There is no assurance that the Resulting Issuer will be successful, and the likelihood of success must be considered in light of the early stages of these business operations.

The Resulting Issuer may not be able to achieve or maintain profitability and may incur losses in the future. In addition, the Resulting Issuer is expected to increase its capital investments as it implements initiatives to grow its business. If the Resulting Issuer's revenues do not increase to offset these expected increases, the Resulting Issuer may not generate positive cash flow. There is no assurance that future revenues will be sufficient to generate the funds required to continue operations without external funding. IC Group's past financial performance should not be considered indicative of its future performance.

Ability to Attract New Customers, Increase Revenue from Existing Customers or Develop Enhancements to IC Group's Solution

To increase its revenue, and achieve/maintain profitability, IC Group must add new customers or increase revenue from its existing customers. Numerous factors, however, may impede its ability to add new customers and increase revenue from its existing customers, including IC Group's inability to convert new organizations into paying customers, failure to attract and effectively train new sales and marketing personnel, failure to retain and motivate IC Group's current sales and marketing personnel, failure to develop or expand relationships with channel partners, failure to successfully deploy products for new customers and provide quality customer support once deployed or failure to ensure the effectiveness of its marketing programs or customer solutions. In addition, if prospective customers do not perceive IC Group's solution to be of sufficiently high value and quality, IC Group will not be able to attract the number and types of new customers that it is seeking.

In addition, IC Group's ability to attract new customers and increase revenue from existing customers depends in large part on its ability to enhance and improve its existing products and to introduce compelling new products that reflect the changing nature of its markets. The success of any enhancement to its products depends on several factors, including timely completion and delivery, competitive pricing, adequate quality testing, integration with existing technologies and its solution and overall market acceptance. If IC Group is unable to successfully develop new products, enhance its existing products to meet customer requirements, or otherwise gain market acceptance, its business, results of operations and financial condition would be harmed.

Mergers & Acquisition Risks

The Company may, when and if the opportunity arises, acquire other products, technologies or businesses involved in activities, or having product lines, that are complementary to its business. Acquisitions involve numerous risks, including difficulties in the assimilation of the operations, technologies and products of the acquired companies, the diversion of management's attention from other business concerns, risks associated with entering new markets or conducting operations in industry segments in which the Company has no or limited experience and the potential loss of key employees of the acquired company. Even if such acquisitions are made, there can be no assurances that any anticipated benefits of an acquisition will be realized. Future acquisitions by the Company could result in potentially dilutive issuances of equity securities, the use of cash, the incurrence of debt and contingent liabilities, and write-off of acquired research and development costs, all of which could materially adversely affect the Company's operations and financial condition.

Competition

The marketing, promotion, specialty insurance, and mobile messaging industries are intensely competitive and characterized by rapid changes in technology, shifting user needs and frequent introductions of new services and offerings. It is expected that competition will continue, both from current competitors and new entrants in the market that may be well-established and enjoy greater resources or other strategic advantages. If the Resulting Issuer is unable to anticipate or react to these competitive challenges, its competitive position could weaken, or fail to improve, and it could experience growth stagnation that could adversely affect its business, financial condition and results of operations.

Certain competitors have much greater financial, technical, marketing, research and development, product solutions, greater name recognition, longer operating histories or a larger customer base than IC Group does. They may be able to devote greater resources to the development, promotion and sale of offerings and offer a more desirable product, which could adversely affect results of operations. Further, they may have greater resources to deploy towards the research, development and commercialization of new technologies, product solutions or markets, its current and potential competitors may also establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources and offerings.

If the Resulting Issuer is unable to compete successfully, its business, financial condition and results of operations could be adversely affected.

Brand and Reputational Risks

The Resulting Issuer's reputation, brand, and the network effects among users of its solutions are critical to the Resulting Issuer's success, and if the Resulting Issuer is not able to continue developing its reputation, brand and network effects, its business, financial condition and results of operations could be adversely affected.

Building a strong reputation and brand as a reliable, affordable, and efficient solutions provider will be critical to the ability to attract and retain new users. The successful development of such reputation, brand and network effects will depend on several factors, many of which are outside the Resulting Issuer's control. Negative perception of the Resulting Issuer or its products may harm its reputation, brand, and networks effects.

If the Resulting Issuer does not successfully develop its brand and reputation and successfully differentiate its offerings from competitive offerings, the business may not grow, the Resulting Issuer may not be able to compete effectively and may lose or fail to attract users, any of which could adversely affect the business, financial condition, and results of operations.

Consumer Privacy and Data Protection Risks

Failure to protect Personal Data and comply with Data Protection and Privacy laws and regulations, such as the European General Data Protection Regulation (GDPR) Privacy Policy and other such Data Protection Regulations, in all applicable jurisdictions in which the Resulting Issuer controls, collects, processes, or stores Personal Information of residents, could result in fines, litigation, and other regulatory actions which would adversely affect the business, financial condition, reputation and operations of the Resulting Issuer.

Credit and Liquidity Risk

The Resulting Issuer will be exposed to counterparty risks and liquidity risks including, but not limited to:

through suppliers of the Resulting Issuer which may experience financial, operational or other difficulties, including insolvency, which could limit or suspend those suppliers' ability to perform their obligations under agreements with the Resulting Issuer.
through financial institutions that may hold the Resulting Issuer's cash and cash equivalents.
through entities that will have payables to the Resulting Issuer.

through the Resulting Issuer’s insurance providers; and
through the Resulting Issuer’s lenders, if any.

The Resulting Issuer will also be exposed to liquidity risks in meeting its operating expenditure requirements in instances where cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact the ability of the Resulting Issuer to obtain loans and other credit facilities in the future and, if obtained, on terms favourable to the Resulting Issuer. If these risks materialize, the Resulting Issuer’s operations could be adversely impacted, and the price of the Resulting Issuer Shares could be adversely affected.

Risk of Network or Data Security Incidents

Increasingly, companies are subject to a wide variety of attacks on their networks and systems on an ongoing basis. In addition to traditional computer “hackers,” malicious code (such as viruses and worms), employee theft or misuse, and denial- of-service attacks, sophisticated nation-state and nation-state supported actors now engage in attacks (including advanced persistent threat intrusions). Despite significant efforts to create security barriers to such threats, it is virtually impossible for IC Group to entirely mitigate these risks. The security measures IC Group has integrated into its internal networks and solution, which are designed to detect unauthorized activity and prevent or minimize security breaches, may not function as expected or may not be sufficient to protect its internal networks and solution against certain attacks. In addition, techniques used to sabotage or to obtain unauthorized access to networks in which data is stored or through which data is transmitted change frequently and generally are not recognized until launched against a target. As a result, IC Group may be unable to anticipate these techniques or implement adequate preventative measures to prevent an electronic intrusion into its networks.

If a breach of customer data security were to occur, as a result of third-party action, employee error, malfeasance or otherwise, and the confidentiality, integrity or availability of its customers’ data was disrupted, IC Group could incur significant liability to its customers and to individuals or businesses whose information was being stored by its customers, and its solution may be perceived as less desirable, which could negatively affect its business and damage its reputation. In addition, a network or security breach could result in the loss of customers and make it more challenging to acquire new customers. Because techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and generally are not recognized until launched against a target, IC Group may be unable to anticipate these techniques or to implement adequate preventive measures. In addition, security breaches impacting IC Group’s solution could result in a risk of loss or unauthorized disclosure of this information, which, in turn, could lead to litigation, governmental audits and investigations and possible liability, damage IC Group’s relationships with its existing customers, and have a negative impact on its ability to attract and retain new customers.

These breaches, or any perceived breach, of IC Group’s networks, its customers’ networks, or other networks, whether any such breach is due to a vulnerability in IC Group’s solution, may also undermine confidence in its solution and result in damage to its reputation, negative publicity, loss of customers and sales, increased costs to remedy any problem, and costly litigation. Third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information or otherwise compromise the security of IC Group’s internal networks, electronic systems and/or physical facilities in order to gain access to its data or its customers’ data, which could result in significant legal and financial exposure, a loss of confidence in the security of its solution, interruptions or malfunctions in its operations, and, ultimately, harm to its future business prospects and revenue. IC Group may be required to expend significant capital and financial resources to protect against such threats or to alleviate problems caused by breaches in security.

Customer Service and Support Standards

IC Group’s customers may rely on IC Group support services to resolve certain issues or may hold IC Group accountable for meeting or exceeding certain performance service levels of its solutions, in accordance with contracts, service level agreements or other project commitments.

High-quality customer education and support is important for the successful marketing and sale of IC Group’s solutions and for the renewal of existing customers. The importance of high-quality customer support will increase as IC Group expands its business and pursues new organizations. If IC Group does not help its enterprise customers

quickly resolve post-deployment issues or fails to meet performance standards, it could incur financial loss or legal liability, lose business contracts, or negate IC Group’s ability to upsell additional product/solutions to existing customers. IC Group would suffer reputational damage with existing customers harming its ability to grow future business with existing or new customers.

Foreign Currency Risk

IC Group’s revenue may be denominated in U.S. dollars or other currencies, but most operating expenses are expected to be incurred in Canadian dollars. As a result, the results of operations of IC Group will be adversely impacted by an increase in the value of the Canadian dollar relative to the U.S. dollar or other currencies in which revenue is received. IC Group does not currently engage in currency hedging activities to limit the risk of exchange rate fluctuations.

Risk of Identification and Integration of Acquisitions, Strategic Investments, Partnerships or Alliances

IC Group may in the future seek to acquire or invest in, businesses, products, or technologies that IC Group believes could complement or expand its current products, enhance its technical capabilities, or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the attention of management and cause IC Group to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether they are consummated. In addition, IC Group has limited experience in acquiring other businesses. If IC Group acquires additional businesses, IC Group may not be able to successfully integrate the acquired personnel, operations and technologies, or effectively manage the combined business following the acquisition.

IC Group may not be able to find and identify desirable acquisition targets or IC Group may not be successful in entering into an agreement with any one target. Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could harm its results of operations. In addition, if an acquired business fails to meet IC Group’s expectations, its business, results of operations and financial condition may suffer

Conflicts of Interest

The Resulting Issuer may be subject to various potential conflicts of interest because some of its officers, directors and consultants may be engaged in a range of business activities. The Resulting Issuer’s executive officers, directors and consultants may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Resulting Issuer. In some cases, the Resulting Issuer’s executive officers, directors and consultants may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to the Resulting Issuer’s business and affairs and that could adversely affect the Resulting Issuer’s operations. These business interests could require significant time and attention of the Resulting Issuer’s executive officers, directors, and consultants.

In addition, the Resulting Issuer may also become involved in other transactions which conflict with the interests of its directors, officers and consultants who may from time-to-time deal with persons, firms, institutions, or corporations with which the Resulting Issuer may be dealing, or which may be seeking investments similar to those desired by it. The interests of these persons could conflict with those of the Resulting Issuer. In addition, from time to time, these persons may be competing with the Resulting Issuer for available investment opportunities. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, if such a conflict of interest arises at a meeting of the Resulting Issuer’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of the Resulting Issuer are required to act honestly, in good faith and in the best interests of the Resulting Issuer.

Fraudulent or Illegal Activity by Employees, Contractors, and Consultants

The Resulting Issuer may be exposed to the risk that its employees, independent contractors and consultants may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to the Resulting Issuer that violates: (a) government regulations; (b) manufacturing standards; (c) abuse of laws and regulations; or (d) laws that require the true, complete,

and accurate reporting of financial information or data. It may not always be possible for the Resulting Issuer to identify and deter such misconduct by its employees and other third parties, and the precautions taken by the Resulting Issuer to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting the Resulting Issuer from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against the Resulting Issuer, and it is not successful in defending itself or asserting its rights, such actions could have a significant impact on the Resulting Issuer's business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of Resulting Issuer's operations, any of which could have a Material Adverse Effect on the Resulting Issuer's business, financial condition, results of operations or prospects.

Internal Controls

Resulting Issuer is continuing to develop and refine its disclosure controls and other procedures that are designed to ensure that information required to be disclosed by Resulting Issuer in the reports that it will file with the applicable securities regulators and stock exchanges is recorded, processed, summarized, and reported within the time periods specified in the applicable rules and forms and that information required to be disclosed in reports is accumulated and communicated to its principal executive and financial officers. Resulting Issuer is also continuing to improve its internal control over financial reporting. To maintain and improve the effectiveness of its disclosure controls and procedures and internal control over financial reporting, Resulting Issuer has expended, and it is anticipated that it will continue to expend, significant resources, including accounting-related costs and significant management oversight. If any of these new or improved controls and systems do not perform as expected, Resulting Issuer may experience material weaknesses in its controls.

Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm Resulting Issuer's results of operations or cause it to fail to meet its reporting obligations and may result in a restatement of its financial statements for prior periods. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in its reported financial and other information, which would likely have a negative effect on the trading price of its common stock. IC Group is not currently required to make a formal assessment of the effectiveness of its internal control over financial reporting under applicable Canadian securities laws. Any failure to maintain effective disclosure controls and internal control over financial reporting could harm Resulting Issuer's business and results of operations and could cause a decline in the price of its common stock.

Reporting Requirements and Continuous Disclosure

Prior to the completion of the Qualifying Transaction, IC Group has not been subject to the continuous and timely disclosure requirements of Canadian securities laws or other rules, regulations, and policies of the TSXV or other stock exchange. IC Group is working with its legal, accounting, and financial advisors to identify those areas in which changes should be made to IC Group's financial management control systems to manage its obligations as a public company. These areas include corporate governance, corporate controls, internal audit, disclosure controls and procedures and financial reporting and accounting systems. IC Group has made, and will continue to make, changes in these and other areas, including IC Group's internal controls over financial reporting. However, there is no assurance that these and other measures that it may take will be sufficient to allow the Resulting Issuer to satisfy its obligations as a public company on a timely basis. In addition, compliance with reporting and other requirements applicable to public companies will create additional costs for the Resulting Issuer and will require the time and attention of management. IC Group cannot predict the amount of the additional costs that the Resulting Issuer may incur, the timing of such costs or the impact that management's attention to these matters will have on the Resulting Issuer's business.

Use of Funds Available to the Resulting Issuer

The Resulting Issuer's management will have broad discretion in the application of the funds estimated to be available to the Resulting Issuer upon completion of the Qualifying Transaction, including for any of the purposes described in "Information Concerning the Resulting Issuer – Available Funds and Principal Purposes". Accordingly, a holder of

Resulting Issuer Shares will have to rely upon the judgment of the Resulting Issuer’s management with respect to the use of the available funds, with only limited information concerning management’s specific intentions. The Resulting Issuer’s management may spend a portion, or all of the funds estimated to be available upon completion of the Qualifying Transaction in ways that the Resulting Issuer’s shareholders may not desire, that may not yield a favourable return and that may not increase the value of the Resulting Issuer Shares. The failure by the Resulting Issuer’s management to apply such funds effectively could harm the Resulting Issuer’s business. Pending their use, the Resulting Issuer may invest the funds estimated to be available upon completion of the Qualifying Transaction in a manner that does not produce income or that loses value.

Publication of Inaccurate or Unfavourable Research Reports

Following the listing of the Resulting Issuer Shares, the Resulting Issuer may become subject to the research and reports that securities analysts and other third parties choose to publish about the Resulting Issuer. The Resulting Issuer will not control these analysts or other third parties. The price of the Resulting Issuer Shares could decline if one or more securities analysts downgrade the Resulting Issuer Shares or if one or more securities analysts or other third parties publish inaccurate or unfavourable research about the Resulting Issuer or cease publishing reports about the Resulting Issuer. If one or more analysts cease coverage of the Resulting Issuer or fail to regularly publish reports on the Resulting Issuer, the Resulting Issuer could lose visibility in the financial markets, which in turn could cause the Resulting Issuer’s share price or trading volume to decline.

Risks of International Operations and Doing Business in Foreign Countries.

The Company currently supports customer programs and some operations in international markets including North, Central and South America, Europe, Africa, the Middle East, Asia, and the Pacific region. As a result, it may face significant additional risks associated with doing business internationally. In addition to the language barriers, different presentations of financial information, different business practices, and other cultural differences and barriers, ongoing business risks may result from the international political situation, uncertain legal systems and applications of law, prejudice against foreigners, corrupt practices, uncertain economic policies and potential political and economic instability. The Company may also be subject to such risks, including, but not limited to, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, expropriation, corporate and personal liability for violations of local laws, possible difficulties in collecting accounts receivable, increased costs of doing business in countries with limited infrastructure, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. The Company may face competition from local competitors that have longer operating histories, greater name recognition, and broader customer relationships and industry alliances in their local markets, and it may be difficult to operate profitably in some markets because of such competition. Foreign economies may differ favorably or unfavorably from the United States economy or Canadian economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects. When doing business in foreign countries, the Company may be subject to uncertainties with respect to those countries' legal system and application of laws, which may impact its ability to enforce agreements and may expose it to lawsuits. Legal systems in many foreign countries are new, unclear, and continually evolving. There can be no certainty as to the application of laws and regulations in particular instances. Many foreign countries do not have a comprehensive system of laws, and the existing regional and local laws are often in conflict and subject to inconsistent interpretation, implementation, and enforcement. New laws and changes to existing laws may occur quickly and sometimes unpredictably. These factors may limit its ability to enforce agreements with its current and future clients and vendors. Furthermore, it may expose us to lawsuits by its clients and vendors in which we may not be adequately able to protect ourselves.

The Company may be unable to fully comply with local and regional laws that may expose it to financial risk. When doing business in foreign countries, the Company may be required to comply with informal laws and trade practices imposed by local and regional government administrators. Local taxes and other charges may not be predictable or evenly applied. These local and regional taxes/charges and governmentally imposed business practices may affect the cost of doing business and may require the Company to constantly modify its business methods to both comply with these local rules and to lessen the financial impact and operational interference of such policies. Any failure on the part of the Company to maintain compliance with the local laws may result in fines and fees which may have a negative

effect on the Company’s operations and financial condition.

Licenses and Permits

The operations of the Resulting Issuer and its subsidiaries in the future may require licences and permits from various Governmental Authorities. The Resulting Issuer currently has all permits and licences that it believes are necessary to carry on its current business operation with the intention of obtaining additional licences and permits for additional operations as they are required. The Resulting Issuer will require additional licences or permits in the future to achieve its intended operations and there can be no assurance that the Resulting Issuer will be able to obtain all such additional licences and permits. In addition, there can be no assurance that any existing licence or permit will be renewable if and when required or that such existing licences and permits will not be revoked.

Intellectual Property Protection Risks

The Company’s products may utilize a variety of proprietary rights that are important to its competitive position and success. These proprietary rights are protected through trade secrets and copyrights, but to-date not through patenting. Because the Intellectual Property associated with the Company’s technology is evolving and rapidly changing, current intellectual property rights may not adequately protect the Company. The Company may not be successful in securing or maintaining proprietary or future patent protection for the technology used in its systems or services, and protection that is secured may be challenged and possibly lost. The Company generally enters into confidentiality or license agreements, or has confidentiality provisions in agreements with employees, consultants, strategic partners and clients and controls access to and distribution of its technology, documentation, and other proprietary information. The Company’s inability to protect its Intellectual Property adequately for these and other reasons could result in weakened demand for its systems or services, which may have a negative effect on the Company’s operations and financial position.

Risks Related to Reliance on Third Parties

General Risks with Third Party Service or Solution Providers

The Company relies on certain technology and other solutions services provided to it by third parties, and there can be no assurance that these third-party service providers will be available to the Company in the future on acceptable commercial terms or at all. If the Company were to lose one or more of these service providers, it may not be able to replace them in a cost-effective manner, or at all. The Company may also be required to collaborate with third parties to develop its products and may not be able to do so on a timely and cost-effective basis, if at all. This may have a negative effect on the Company’s operations and financial condition.

Risk of interruptions or performance problems associated with IC Group’s technology solutions, infrastructure, or third-party providers.

IC Group’s continued growth depends, in part, on the ability of its existing customers to access its solutions 24 hours a day, seven days a week, without interruption or degradation of performance. IC Group may experience disruptions, data loss, outages, and other performance problems with its infrastructure due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints, denial-of-service attacks, or other security-related incidents. In some instances, IC Group may not be able to identify the cause or causes of these performance problems immediately or in short order. IC Group may not be able to maintain the level of service uptime and performance required by its customers, especially during peak usage times and as its customer base expands, its products become more complex and its user traffic increases. If IC Group’s solution is unavailable or if IC Group’s customers are unable to access its products or deploy them within a reasonable amount of time, or at all, IC Group’s business would be harmed. Since IC Group’s customers rely on its service to operate their businesses or business solutions, any outage on IC Group’s solution would impair the ability of its customers to operate their business solutions, which would negatively impact IC Group’s brand, reputation, and customer satisfaction. Moreover, IC Group depends on services from various third parties to maintain its infrastructure and distribute its solutions via the Internet. Any disruptions in these services, including because of actions outside of its control, would significantly impact the continued performance of its products. In the future, these services may not be available to IC Group on commercially reasonable terms, or at all. Any loss of the right to use any of these services

could result in decreased functionality of IC Group’s products until equivalent technology is either developed by IC Group or, if available from another provider, is identified, obtained, and integrated into IC Group’s infrastructure. If IC Group does not accurately predict its infrastructure capacity requirements, its customers could experience service shortfalls. IC Group may also be unable to effectively address capacity constraints, upgrade its systems as needed, and continually develop its technology and network architecture to accommodate actual and anticipated changes in technology.

Any of the above circumstances or events may harm IC Group’s reputation, cause customers to terminate their agreements, litigate against IC Group, or impair IC Group’s ability to obtain subscription or contract renewals from existing customers, impair its ability to grow its customer base, and otherwise harm its business, results of operations, and financial condition.

Third-Party Insurance Providers

Insured Creativity Inc. a wholly owned subsidiary of the Resulting Issuer is dependent on Third-Party Insurance Companies to provide insurance capacity to underwrite certain insurance products Insured Creativity Inc. sells in Canada and other global jurisdictions. Any loss in Third Party insurance capacity would result in decreased or no sales of Insured Creativity’s products until equivalent capacity is replaced which would harm its business, customer relationships and financial condition.

Ability to Integrate IC Group’s Solutions with Other Operating Systems and Software Applications

IC Group’s products interoperate with servers, mobile devices, and software applications predominantly using protocols, many of which are created and maintained by third parties. IC Group therefore depends on the interoperability of its products with such third-party services, mobile devices, and mobile operating systems, as well as cloud-enabled hardware, software, networking, browsers, database technologies and protocols that IC Group does not control. Any changes in such technologies that degrade the functionality of IC Group’s products or give preferential treatment to competitive services could adversely affect adoption and usage of its solution. Also, IC Group may not be successful in developing products that operate effectively with a range of operating systems, networks, devices, browsers, protocols, and standards. In addition, IC Group may face different fraud, security and regulatory risks from transactions sent from mobile devices than IC Group does from personal computers. If IC Group is unable to effectively anticipate and manage these risks, or if it is difficult for its customers to access and use its solution, its business, results of operations and financial condition may be harmed.

Risks Related to the Industry

Rapid Technological Change

The industry in which IC Group competes is characterized by rapid technological change, frequent introductions of new products and evolving industry standards. IC Group’s ability to attract new customers and increase revenue from existing customers will depend in significant part on its ability to anticipate industry standards and trends and continue to enhance existing products or introduce or acquire new products on a timely basis to keep pace with technological developments. The success of any enhancement or new product depends on several factors, including the timely completion and market acceptance of the enhancement or new product. Any new product IC Group develops or acquires might not be introduced in a timely or cost-effective manner and might not achieve the broad market acceptance necessary to generate significant revenue. If any of IC Group’s competitors implements new technologies before IC Group is able to implement them, those competitors may be able to provide more effective products than IC Group at lower prices. Any delay or failure in the introduction of new or enhanced products could harm IC Group’s business, results of operations and financial condition.

Anti-Money Laundering Laws and Regulation Risks

The Resulting Issuer and Insured Creativity Inc. is subject to a variety of laws and regulations domestically and internationally that involve money laundering, financial recordkeeping and proceeds of crime, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended and the rules and regulations thereunder, the Criminal Code (Canada) and any related or similar rules, regulations or guidelines, issued,

administered or enforced by Governmental Authorities internationally.

If any of the Resulting Issuer’s proceeds, any dividends, or distributions therefrom, or any profits or revenues accruing from operations or from Insured Creativity’s insurance premiums were found to be in violation of money laundering legislation or otherwise, such transactions may be viewed as proceeds of crime under one or more of the statutes noted above or any other applicable legislation. This could result in restricted or otherwise jeopardize revenue, significant financial losses, imposed penalties or fines by regulators or Government Authorities, criminal offences, or the ability of the Resulting Issuer to declare or pay dividends, effect other distributions, or subsequently repatriate such funds back to Canada.

Litigation

The Resulting Issuer may also be involved in claims, legal proceedings and disputes arising in the ordinary course of business. Additionally, the Resulting Issuers subsidiary, Insured Creativity Inc., may from time to time be involved in various insurance claims that are denied, resulting in claims, legal proceedings and disputes arising in the ordinary course of business. If the Resulting Issuer is unable to resolve these disputes favourably, it may have a Material Adverse Effect on the Resulting Issuer. Even if the Resulting Issuer is involved in litigation and wins, litigation can redirect significant Resulting Issuer resources. Litigation may also create a negative perception of the Resulting Issuer. Securities litigation could result in substantial costs and damages and divert the Resulting Issuer’s management’s attention and resources. Any decision resulting from any such litigation that is averse to the Resulting Issuer could have a negative impact on the Resulting Issuer’s financial position.

Risks Related to the Resulting Issuer Shares

Market Price and Volatile Securities Markets

Currently there is no public market for the IC Group Shares, and there can be no assurance that an active market for the Resulting Issuer Shares will develop or be sustained after Completion of the Proposed Qualifying Transaction. If an active public market for the Resulting Issuer Shares does not develop, the liquidity of an investor’s investment in the Resulting Issuer Shares may be limited and the share price may decline. Worldwide securities markets have been experiencing a high level of price and volume volatility and market prices of securities of many companies have experienced unprecedented declines in prices which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Market forces may render it difficult or impossible for the Resulting Issuer to secure purchasers to purchase its securities at a price which will not lead to severe dilution to existing shareholders, or at all. In addition, shareholders may realize less than the original amount invested on dispositions of their Resulting Issuer Shares during periods of such market price decline.

Dilution to the Resulting Issuer Shares

Any increase in the number of Resulting Issuer Shares after the Proposed Qualifying Transaction may have a depressive effect on the price of the Resulting Issuer Shares, and any such increase will dilute the voting power of holders of Resulting Issuer Shares.

IC Group may in the future grant to some or all of its directors, employees and consultants’ options to purchase Resulting Issuer Shares at exercise prices equal to market prices at times when the public market is depressed. To the extent that significant numbers of such options are granted and exercised, the interests of then existing shareholders of IC Group will be subject to additional dilution.

Further, any additional issuance of equity securities following the closing of the Proposed Qualified Transaction could dilute the interests of existing shareholders and could negatively affect the trading price of the Resulting Issuer Shares. IC Group may issue equity securities in the future for several reasons, including to finance its operations and business strategy (including in connection with acquisitions, strategic collaborations, or other transactions), to adjust the ratio of any future debt to equity and to satisfy IC Group’s obligations upon the exercise of outstanding warrants or options or for other reasons. Sales of a substantial number of Resulting Issuer Shares or other equity-related securities in the public market (or the perception that such sales may occur) could depress the market price of the Resulting Issuer Shares and impair IC Group’s ability to raise capital through the sale of additional equity securities. IC Group cannot

predict the effect that future sales of the Resulting Issuer Shares or other equity-related securities would have on the market price of the Resulting Issuer Shares.

Future Sales of Resulting Common Shares by Existing Shareholders

Sales of a substantial number of Resulting Issuer Shares in the public market could occur at any time following, or in connection with, the completion of the Qualifying Transaction. These sales, or the market perception that the holders of many Resulting Issuer Shares intend to sell Resulting Issuer Shares, could reduce the market price of the Resulting Issuer Shares. In addition, the Exchange has imposed certain escrow requirements on Resulting Issuer Shares held by certain of the principal shareholders of the Resulting Issuer.

No Immediate Plans to Pay Regular Dividends

The declaration, timing, amount, and payment of dividends are at the discretion of the Resulting Issuer's board of directors and will depend upon the Resulting Issuer's future earnings, cash flows, acquisition capital requirements and financial condition, and other relevant factors. The Resulting Issuer has no dividend record and does not anticipate paying any dividends on the Resulting Issuer Shares in the foreseeable future. Dividends paid by the Resulting Issuer would be subject to tax and, potentially, withholdings. There can be no assurance that the Resulting Issuer will declare a dividend at all or on a quarterly, annual or other basis.

General Risk Factors

Adverse General Economic Conditions

Events in the global financial markets in the past several years, including in relation to the COVID-19 pandemic, the war in Ukraine and more recently, the conflict in Israel, have had a profound and lasting impact on the global economy. Some of the key impacts of the financial market turmoil included contraction in credit markets resulting in a widening of credit risk, devaluations, high volatility in global equity, commodity, foreign exchange, and a lack of market liquidity. A similar slowdown in the financial markets or other economic conditions, including but not limited to, inflation, fuel and energy costs, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Resulting Issuer's operations. Specifically, a global credit/liquidity crisis could impact the cost and availability of financing and overall liquidity, volatile energy, commodity and consumables prices and currency exchange rates could impact costs and the devaluation and volatility of global stock markets could impact the valuation of the Resulting Issuer's equity and other securities. These factors could have a material adverse effect on the Resulting Issuer's financial condition and results of operations.

Management of Growth

The Resulting Issuer may experience growth in the scope of its operations. This growth may result in increased responsibilities for the Resulting Issuer's existing personnel, the hiring of additional personnel and, in general, higher levels of operating expenses. To manage its current operations and any future growth effectively, the Resulting Issuer will need to continue to implement and improve its operational, financial and management information systems, as well as hire, manage and retain its employees and maintain its corporate culture including technical and customer service standards. There can be no assurance that the Resulting Issuer will be able to manage such growth effectively or that its management, personnel, or systems will be adequate to support the Resulting Issuer's operations.

Investment Risk

There is no assurance that the Resulting Issuer will achieve its investment objective. An investment may not earn any positive return and may result in the loss of some, or all of the capital invested.

Public Company Status

The Resulting Issuer will incur significant legal, accounting, insurance, and other expenses as a result of being a public company, which may negatively impact the Resulting Issuer's performance and could cause its results of operations and financial condition to suffer. Compliance with applicable securities laws and the rules of the TSXV increases the

Resulting Issuer’s expenses, including legal and accounting costs, and make some activities more time-consuming and costly which uses management resources that would otherwise be used for advancing the business.

Natural Disasters

Natural disasters or other catastrophic events may cause damage or disruption to the Resulting Issuer’s operations, international commerce, and the global economy, and thus could harm its business. In the event of a major earthquake, hurricane or catastrophic event such as fire, power loss, telecommunications failure, cyber-attack, war or terrorist attack, the Resulting Issuer may be unable to continue its operations and may endure system interruptions, reputational harm, delays in its application development, lengthy interruptions in its products, breaches of data security and loss of critical data, all of which could harm its business, results of operations and financial condition. In addition, the insurance the Resulting Issuer maintains may not be adequate to cover its losses resulting from disasters or other business interruptions.

Changes in Laws, Regulations and Guidelines

The Resulting Issuer will be subject to a wide variety of laws in Canada and other jurisdictions in which it operates or runs customer promotions / programs. Laws, regulations, and standards governing issues such as product liability, subscription services, intellectual property, consumer protection, advertising, promotions, taxation, privacy, data security, competition, terms of service, mobile application accessibility, money transmittal and background checks are often complex and subject to varying interpretations, in many cases due to their lack of specificity. As a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal, provincial, state, and local administrative agencies.

New laws and regulations and changes to existing laws and regulations continue to be adopted, implemented, and interpreted in response to industry and related technologies. As the Resulting Issuer expands its business into new markets or introduces new offerings into existing markets, regulatory bodies or courts may claim that the Resulting Issuer or users of its solutions are subject to additional requirements, or that the Resulting Issuer is prohibited from conducting business in certain jurisdictions, or that users of its solutions are prohibited from using them, either generally or with respect to certain offerings.

Recent financial, political, and other events may increase the level of regulatory scrutiny on technology enabled companies. Regulatory bodies may enact new laws or promulgate new regulations that are averse to the Resulting Issuer’s business, or they may view matters or interpret laws and regulations differently than they have in the past or in a manner adverse to the Resulting Issuer’s business. Such regulatory scrutiny or action may create different or conflicting obligations on us from one jurisdiction to another.

Changes in existing accounting or taxation rules or practices, new accounting pronouncements or taxation rules, or varying interpretations of current accounting pronouncements or taxation practice could harm the Resulting Issuer’s results of operations or the way the Resulting Issuer conducts its business. Further, such changes could potentially affect the Resulting Issuer’s reporting of transactions completed before such changes are effective.

PART II - INFORMATION CONCERNING CUSPIS

Corporate Structure

Name and Incorporation

Cuspis Capital II Ltd. was incorporated on September 3, 2019 pursuant to the OBCA. Cuspis' principal and registered office is located at 77 King Street West, TD North Tower, Suite 700, P.O. Box 118, Toronto, Ontario M5K 1G8.

Intercorporate Relationships

Cuspis will have one wholly owned subsidiary, Subco, which will be incorporated for the sole purpose of completing the Amalgamation.

General Development of the Business

History

On August 31, 2020, Cuspis completed its first seed offering, pursuant to which it issued an aggregate of 5,000,000 Cuspis Shares at a price of $0.10 per Cuspis Share for gross proceeds of $500,000.

Cuspis is a CPC which completed its initial public offering on December 11, 2020 pursuant to which it sold 7,500,000 Cuspis Shares at a price of $0.20 per share for gross proceeds of $1,500,000. The Cuspis Shares became listed and posted for trading on the Exchange on December 11, 2020 under the trading symbol "CCII.P". Cuspis is a reporting issuer in each of Ontario, Alberta, Saskatchewan and British Columbia.

Cuspis currently has no active business and, prior to entering into the Business Combination Agreement, was actively seeking new ventures which would allow it to either acquire or participate in a reverse takeover.

On March 5, 2024, Cuspis announced that it had entered into the Letter of Intent with IC Group in respect of the Proposed Qualifying Transaction, and trading in Cuspis Shares was halted in accordance with TSXV policies. Trading in Cuspis Shares will remain halted until receipt of TSXV approval and the Completion of the Proposed Qualifying Transaction.

Cuspis entered into the Business Combination Agreement on November 15, 2024.

The principal business of Cuspis is the identification, evaluation and acquisition of assets, properties or businesses or participation therein, with a view to completing a Qualifying Transaction, and, once identified and evaluated, to negotiate an acquisition or participation in such assets or businesses. Until the Completion of the Proposed Qualifying Transaction, Cuspis will not carry on business other than the identification and evaluation of assets or businesses in connection with a potential Qualifying Transaction. The Proposed Qualifying Transaction is an arm's length transaction and will constitute Cuspis' Qualifying Transaction.

Selected Consolidated Financial Information and Management's Discussion and Analysis

The following table sets forth the selected financial information for Cuspis for the financial years ended June 30, 2024, and June 30, 2023, and for the three months ended September 30, 2024. Such information is derived from the financial statements of Cuspis which are attached hereto as Schedule “A” and “B”, respectively, and are also available under Cuspis’ SEDAR+ profile at www.sedarplus.ca. The information should be read in conjunction with Cuspis’ financial Statements.

	Three Months Ended September 30, 2024 (unaudited) ($)	Year Ended June 30, 2024 (audited) ($)	Year Ended June 30, 2023 (audited) ($)
Expenses	$142,095	$192,023	$85,758
Net income or (loss)	$(124,423)	($112,019)	($31,764)
Total assets	$1,507,785	$1,566,345	$1,639,689
Total liabilities	$143,191	$77,328	$38,653
Shareholder’s equity	$1,364,594	$1,489,017	$1,601,036

Management’s Discussion and Analysis for the financial condition and results of operations of Cuspis for the financial year ended June 30, 2024 and the three months ended September 30, 2024 are included in Schedule “A” and Schedule “B”, respectively, to this Filing Statement.

Description of the Securities

General

The authorized capital of Cuspis consists of an unlimited number of Cuspis Shares. There are currently 12,500,000 Cuspis Shares issued and outstanding.

Cuspis Shares

The holders of the Cuspis Shares are entitled to dividends, if, as and when declared by the Cuspis Board, to one vote per share at meetings of the shareholders of Cuspis and, upon liquidation, dissolution or winding-up of Cuspis to receive such assets of Cuspis as are distributable to the holders of the Cuspis Shares. All of the Cuspis Shares are fully paid and non-assessable.

Cuspis Option Plan

Cuspis adopted the Cuspis Option Plan on November 11, 2020 for its officers, directors, consultants, and employees to which Cuspis may grant options to acquire a maximum number of Cuspis Shares equal to 10% of the total issued and outstanding Cuspis Shares.

The Cuspis Board may, from time to time, in its discretion, and in accordance with the requirements of the Exchange, grant to officers, directors, and technical consultants to Cuspis, non-transferable options to purchase Cuspis Shares, provided that the number of Cuspis Shares reserved for issuance will not exceed 10% of the issued and outstanding Cuspis Shares exercisable for a period of up to 10 years from the date of grant. The number of Cuspis Shares reserved for issuance to any individual director or officer will not exceed 5% of the issued and outstanding Cuspis Shares and the number of Cuspis Shares reserved for issuance to all technical consultants will not exceed 2% of the issued and outstanding Cuspis Shares. Cuspis Options representing not more than 10% of the issued and outstanding Cuspis Shares may be granted to Insiders within any twelve-month period. Cuspis Options may be exercised within the greater of 12 months after the Completion of the Proposed Qualifying Transaction and 90 days following cessation of the optionee’s position with Cuspis, provided that if the cessation of office, directorship or technical consulting

arrangement was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option. Any Cuspis Shares acquired pursuant to the exercise of options prior to the Completion of the Proposed Qualifying Transaction, must be deposited in escrow and will be subject to escrow until the Final Exchange Bulletin is issued. See “Part IV – Information Concerning the Resulting Issuer - Escrowed Securities.”

As of the date hereof, an aggregate of 1,250,000 Cuspis Options are outstanding pursuant to the Cuspis Option Plan, as follows:

Name and Position of Holder	Number of Cuspis Options	Exercise Price(s)	Expiry Date
William Ollerhead
Director and CEO	312,500	$0.20	December 11, 2025
Grant McCutcheon
Director and CFO	312,500	$0.20	December 11, 2025
Jack Schoenmakers
Director	312,500	$0.20	December 11, 2025
C. Fraser Elliott
Director	312,500	$0.20	December 11, 2025

Notes:
(1) Each Cuspis Option is exercisable to purchase one (1) Cuspis Share.

As of the date hereof there are nil Cuspis Options currently available for future grants.

On December 11, 2020 Cuspis completed its initial public offering of 7,500,000 Cuspis Shares at a price of $0.20 per share for gross proceeds of $1,500,000. In connection with its initial public offering, Cuspis issued non-transferrable agent warrants to purchase 750,000 Cuspis Shares at a price of $0.20, which expired on December 11, 2022.

Prior Sales

Since the date of incorporation of Cuspis, a total of 12,500,000 Cuspis Shares have been issued (on a pre-Consolidation basis).

Cuspis has not issued any securities of Cuspis during the 12-month period before the date of this Filing Statement.

Stock Exchange Price

The Cuspis Shares commenced trading on the TSXV on December 11, 2020. On March 5, 2024, trading of the Cuspis Shares was halted in connection with the announcement by Cuspis of the Proposed Qualifying Transaction and has remained halted since that date. The last trade of the Cuspis Shares prior to the trading halt (which trade occurred on March 4, 2024) was $0.06 per Cuspis Share.

The following table sets out the trading information for the Cuspis Shares for the periods indicated.

Period	High Close ($)	Low Close ($)	Volume
December 2020^{(1)}	$0.25	$0.20	326,000
January 2021	$0.30	$0.16	175,000
February 2021	$0.23	$0.16	168,040
March 2021	$0.23	$0.185	110,100
April 2021	$0.28	$0.20	116,000
May 2021	$0.30	0.2250	221,000
June 2021	$0.30	$0.24	47,000
July 2021	$0.30	$0.25	51,000
August 2021	$0.32	$0.30	14,400
September 2021	$0.30	$0.30	1,600
October 2021	$0.30	$0.19	59,200
November 2021	$0.45	$0.21	61,610
December 2021	$0.40	$0.40	1,000
January 2022	$0.40	$0.30	115,285
February 2022^{(2)}	$0.35	$0.30	50,000
March 2022^{(3)}	-	-	-
April 2022	-	-	-
May 2022	-	-	-
June 2022	-	-	-
July 2022	-	-	-
August 2022	-	-	-
September 2022	-	-	-
October 2022	-	-	-
November 2022	-	-	-
December 2022	-	-	-
January 2023	-	-	-
February 2023	-	-	-
March 2023	-	-	-
April 2023	-	-	-
May 2023	-	-	-
June 2023	-	-	-
July 2023	-	-	-
August 2023	$0.35	$0.30	2,000
September 2023	$0.35	$0.18	50,000
October 2023	$0.18	$0.10	214,500

November 2023	$0.10	$0.10	-
December 2023	$0.10	$0.10	-
January 2024	$0.10	$0.035	50,500
February 2024	$0.0650	$0.0350	25,701
March 2024^{(4)(5)}	$0.06	$0.06	-
April 2024	-	-	-
May 2024	-	-	-
June 2024	-	-	-
July 2024	-	-	-
August 2024	-	-	-
September 2024	-	-	-
October 2024	-	-	-
November 2024	-	-	-
December 2024	-	-	-
January 2025	-	-	-

Notes:
(1) December 11, 2020 to December 31, 2020
(2) February 1, 2022 to February 14, 2022
(3) The Cuspis Shares were halted on February 14, 2022 in relation to a previously announced letter of intent. Cuspis announced expiry of the letter of intent on July 6, 2023 and the Cuspis Shares resumed trading on August 1, 2023
(4) March 1, 2024 to March 5, 2024
(5) The Cuspis Shares were halted from trading on March 5, 2024 pending announcement of the Letter of Intent.

Non-Arm’s-Length Transactions

Pursuant to the Advisory Fee Agreement, Cuspis will pay a cash corporate finance advisory and finder’s fee of up to $58,000, payable on a monthly basis over a period of twenty-four (24) months following the Closing (the “Cuspis Advisory Fee”) to Cuspis Partners, a non-arm’s length party to Cuspis, in connection with the completion of the Proposed Qualifying Transaction. The purpose of the payment of the Cuspis Advisory Fee by Cuspis is to compensate Cuspis Partners for the introduction to IC Group and for the corporate finance advisory services in connection with the Proposed Qualifying Transaction. Exchange Policy 2.4 requires that the payment of the Cuspis Advisory Fee receive disinterested shareholder approval. Accordingly, disinterested Cuspis Shareholders approved the payment of the Cuspis Advisory Fee at the Cuspis Meeting on June 28, 2024.

Arm’s-Length Qualifying Transaction

The acquisition by Cuspis of all of the issued and outstanding IC Group Shares is not a Related Party Transaction for the purposes of Exchange policies and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and is not a Non-Arm’s Length Qualifying Transaction pursuant to the policies of the Exchange. As a result, approval of the Amalgamation or the Business Combination by Cuspis’ shareholders is not required under the Exchange policies as a condition to the completion of the Proposed Qualifying Transaction.

Legal Proceedings

There are no actual or pending material legal proceedings to which Cuspis is a party or of which any of its assets is subject. Management of Cuspis is not aware of any such legal proceedings contemplated against Cuspis.

Auditor, Transfer Agent and Registrar

The auditor of Cuspis is McGovern Hurley LLP, whose principal office is located at 251 Consumers Road, Suite 800, Toronto, ON M2J 4R3.

The transfer agent and registrar for the Cuspis Shares is TSX Trust Company, located at its Toronto office located at 301 – 100 Adelaide St. W., Toronto, ON M5H 4H1.

Material Contracts

Since incorporation, the only material contracts entered into by Cuspis, other than contracts entered into in the ordinary course of business, are as follows:

(a) the Subscription Receipt Agreement;
(b) the Warrant Indenture;
(c) the Agency Agreement;
(d) the Business Combination Agreement;
(e) that certain transfer agency and registrar agreement dated as of November 11, 2020 between Cuspis and TSX Trust Company;
(f) that certain agency agreement dated as of November 11, 2020, among Cuspis, and Industrial Alliance Securities Inc., as agents, in connection with Cuspis’ initial public offering;
(g) that certain escrow agreement dated as of November 11, 2020, among Cuspis, TSX Trust Company and those shareholders of Cuspis that executed such agreement;
(h) the Cuspis Option Plan; and
(i) the Advisory Fee Agreement.

Copies of the material contracts are available under Cuspis’ issuer profile on SEDAR+ at www.sedarplus.ca.

PART III - INFORMATION CONCERNING IC GROUP

The following information has been provided by IC Group and is presented on a pre-transaction basis. Please see the discussion under “Part IV - Information Concerning the Resulting Issuer” for information on the pro forma business, financial and share capital of the Resulting Issuer following Completion of the Proposed Qualifying Transaction.

Corporate Structure

Name and Incorporation

The full corporate name of IC Group is “11197894 Canada Ltd.”. IC Group was incorporated on July 31, 2023 pursuant to the CBCA, and is the product of a July 31, 2023 amalgamation that consolidated entities that have effectively been in active business since 1989.

Head Office

IC Group’s head office is located at 383 Dovercourt Drive, Winnipeg, Manitoba, R3Y 1G4. IC Group’s registered office is located at 2200-1 Lombard Place, Winnipeg, Manitoba.

Intercorporate Relationships

As of the date of this Filing Statement, IC Group is comprised of a holding company and wholly-owned subsidiaries, as described below:

11197894 Canada Ltd.

11197894 Canada Ltd. was incorporated on January 15, 2019 pursuant to the Canada Business Corporations Act, with a registered office at 2200-1 Lombard Place, Winnipeg, Manitoba R3B 0X7. It is the holding company for IC Group and owns a commercial building in Winnipeg, Manitoba financed by a mortgage, for which IC Group is the only tenant. It also owns debenture investments with an aggregate fair value of approximately $517,000, as at June 30, 2024 and an approximate 10.66% equity investment in Fannex.

IC Group Inc.

IC Group Inc. was incorporated on October 30, 2018, pursuant to the Canada Business Corporations Act, with a registered office at 2200-1 Lombard Place, Winnipeg, Manitoba R3B 0X7. It is a Canadian domiciled wholly owned subsidiary of 11197894 Canada Ltd. Its business assets and operations is comprised of (1) IC Group’s promotion solutions, and (2) IC Group’s mobile messaging solutions business segment. It also owns an approximate 2.40% investment in Fannex.

Insured Creativity Inc.

Insured Creativity Inc. was incorporated on October 30, 2018, pursuant to the Canada Business Corporations Act, with a registered office at 2200-1 Lombard Place, Winnipeg, Manitoba R3B 0X7. It is a Canadian domiciled wholly owned subsidiary of 11197894 Canada Ltd. Its business assets and operations is comprised of IC Group’s insurance solutions business segment.

IC LP Subco Ltd.

IC LP Subco Ltd. was incorporated on July 18, 2006, pursuant to the Canada Business Corporations Act, with a registered office at 2155 Dunwin Dr, Mississauga, ON L5L 4M1. It is a Canadian domiciled wholly owned subsidiary of 11197894 Canada Ltd. and serves as a holding company for IC U.S. Corp, its wholly owned subsidiary.

IC U.S. Corp.

IC U.S. Corp. was incorporated on July 21, 2006 and is a U.S. domiciled wholly owned subsidiary of IC LP Subco Ltd., with a registered office at 680 W Nye lane, Ste 202, Carson City, NV, 89703, USA. It is the legal corporation which employs the Company’s employees who reside and work in the United States of America supporting sales, account and project management for the Company. As at June 30, 2024 the entity had 4 employees.

IC Europe Inc.

IC Europe Inc. was incorporated on March 27, 2024 and is a Canadian domiciled wholly owned subsidiary of 11197894 Canada Ltd., with a registered office at 2200-1 Lombard Ave, Winnipeg, MB R3B 0X7. IC Europe Inc. serves as the holding company of Pickaw S.A.S, its wholly owned subsidiary.

Pickaw S.A.S.

Pickaw S.A.S., was incorporated on February 21, 2019 and acquired May 31, 2024/ Pickaw is domiciled in France, with a registered office at 40 RUE DU BERCEAU, 13005 MARSEILLE, and is a wholly owned subsidiary of IC Europe Inc. Pickaw’s operations form part of the promotions solutions business segment, focused on markets outside North America. As at June 30, 2024, it had 3 employees.

General Development of the Business

History

IC Group was incorporated on July 31, 2023, under the laws of Canada, and is the product of a July 31, 2023 amalgamation that consolidated entities that have effectively been in active business since 1989.

IC Group started in 1989 by running million-dollar golf hole-in-one competitions in Canada which included running the events and insuring the prize pools. After it's inception, IC Group broadened its solutions to include paper-based promotions, including scratch and win games and prize insurance solutions for Fortune 500 brands wanting to engage and reward consumers. With the advancement of the internet in 1997, IC Group evolved its services to include digital promotions and loyalty programs for large brands wanting to digitally engage consumers and capture valuable first-party data. IC Group continued offering its prize insurance solutions, which were tightly integrated with digital promotions. In 2006, IC Group sold 80% of its business to Newport Income Trust and continued to develop its digital consumer engagement solutions for Fortune 500 brands while reducing its focus on the insurance business. On July 31, 2015, management bought the company back from Newport Income Trust. Since 2015, the management team has invested heavily in technology innovation and information security to meet the growing demands of Fortune 500 brands and position it for growth. In 2019, IC Group also reinvested in the insurance business, refocusing the business to providing insurance solutions for live events and promotions delivered through a SaaS platform. In 2020, the Covid-19 pandemic had a significant negative impact on insurance business revenues, as live events were cancelled. Growth in the IC Group insurance solutions returned in FY2023. In November of 2023, IC Group purchased the assets of a tier-one mobile text messaging aggregator to continue evolving digital engagement solutions for customers.

IC Group continues to be a leading marketing services technology company powering consumer engagement solutions by delivering impactful digital promotions, loyalty, rebate, messaging, and specialty insurance solutions for Fortune 500 brands in global jurisdictions.

On March 4, 2024, IC Group entered the Letter of Intent with Cuspis in respect of the Proposed Qualifying Transaction.

On November 15, 2024, IC Group entered into the Business Combination Agreement with Cuspis.

On November 7, 2024, IC Group closed the Concurrent Financing for aggregate gross proceeds of $1,205,250 at a price of $1.00 per Subscription Receipt.

Immediately prior to the Closing, IC Group intends to complete the 1 to 7.8870161 Share Split, to increase the IC Group Shares issued and outstanding to 29,000,000.

Concurrently with the Closing, IC Group intends to complete the Debt Rollover in the aggregate amount of $316,667.

Significant Acquisitions and Dispositions

On June 22, 2024, IC Group completed the InsureCo Acquisition, purchasing the remaining 2,499,750 Class B Common shares of InsureCo (the "Purchased InsureCo Shares") held by Bostraze Trading Inc. The Purchased InsureCo Shares were acquired by IC Group in exchange for 58,266 IC Group Shares and a promissory note in the amount of $50,000 due concurrently with the Closing. As a result of the InsureCo. Acquisition, InsureCo is a wholly owned subsidiary of IC Group Inc.

On May 31, 2024, IC Europe Inc., a wholly owned subsidiary of IC Group, completed the acquisition of 100% of the shares of Pickaw S.A.S., a company incorporated in France. The purchase price for the acquisition is Euro 200,000 of which Euro 50,000 has been paid, the remainder will be settled in cash over three years as per chart below. IC Group believes the acquisition of Pickaw S.A.S. will expand market presence into Europe, add new technology solutions to it's current offering, and enhance its overall growth prospects.

Portions of the Purchase Price	Date on which such portions of the Purchase Price shall be paid by the Purchaser to the Seller (in Euros)
1 October 2024	EUR 50,000
15 January 2025	EUR 25,000
15 July 2025	EUR 25,000
15 January 2026	EUR 25,000
15 July 2026	EUR 25,000
TOTAL	EUR 150,000

The primary business of IC Group is delivering digital marketing to customers, which it has been doing since it was founded in 1989. The acquisition of Insured Creativity Inc. in 2018, of Pickaw S.A.S in 2019, of the mobile assets in 2023, and more recently of Fannex (concurrently with the closing of the Proposed Qualifying Transaction), do not constitute primary businesses in and of themselves, but are rather complementary to the existing primary business of IC Group. The financial results of these entities and assets, once acquired, are reported on a consolidated basis with IC Group, and in certain cases, as separate business segments therein.

Description of the Business, Products and Services

IC Group is a leading marketing services technology company powering consumer engagement and promotions for Fortune 500 Brands. IC Group has over 30 years' experience delivering impactful digital promotions, loyalty, rebate, mobile messaging, and speciality insurance solutions in global jurisdictions. IC Group delivers digital promotions and consumer engagement programs for customers in over 20 countries. "Consumer Engagement" solutions help Fortune 500 brand customers digitally engage consumers, capture valuable first-party data to fuel marketing initiatives, and ultimately help convert sales. IC Group does this through various communication channels such as mobile messaging, social media, web, email and other technology solutions. To drive better consumer engagement and sales results, IC Group overlays Promotion solutions such as a gift with purchase, a contest to win a large cash prize or a loyalty program for consumers to earn rewards, which amplifies the value being exchanged between the brand and the consumer.

Examples of consumers engagement solutions include:

For a large brand in the USA, IC Group delivers rebates to consumers who purchase products. Consumers submit their purchase receipts digitally and once validated, IC Group issues a digital gift card to the consumer. IC Group manages the entire digital exchange between the consumer and the brand throughout the claim and fulfillment processes.
For a large global loyalty program, IC Group delivers promotions, such as sweepstake and instant win promotions, in over 25 different countries. Loyalty members can enter for a chance to win prizes including merchandise, cash and trips. To enter the promotions, loyalty members must spend loyalty points. IC Group designs, develops and executes all the promotions and fulfills all winners in each of the different countries.
For a large financial brand, IC Group delivers messaging solutions, including 2-factor authentication messages for security, transactional messages, and marketing messages to consumers.

IC Group currently owns approximately 13% of the share capital of Fannex and, upon completion of the Fannex Acquisition, IC Group will own 100% of the issued and outstanding shares of Fannex.

The Company's management measures performance across three business solution segments. Two of the business segments, IC Promotion Solutions and IC Mobile Messaging Solutions, operate under the subsidiary IC Group Inc., while IC Insurance Solutions operate under the subsidiary Insured Creativity Inc., as described below:

IC Promotion Solutions: IC Promotion Solutions, provides a full range of turnkey and custom digital promotions, (inclusive of gamified content, loyalty, reward, and incentive solutions), for fortune 500 brands and their agencies. This includes providing professional services to help design, develop and execute the digital promotions and developing proprietary technology solutions to deliver the digital promotions to consumers in various media channels. Its solutions integrate with reward partners through secure APIs to deliver rewards such as digital gift cards, travel and other experiential rewards that consumers win or earn through digital promotions. IC Promotion Solutions earns revenues from consulting to clients on the ideation of digital promotions, custom software programming and managing prize fulfillment. The business is ISO 27001 certified.
IC Mobile Messaging Solutions: IC mobile messaging solutions, is one of three tier-1 mobile aggregators in Canada with direct connections to all Canadian mobile carriers (SSI Micro, Fibernetics, Execulink, Videotron, Telus, Rogers, Fido, Sasktel, IrisTel, Bell, Freedom, Eastlink) and has tier-2 connections to US and other Global Carriers. IC Group Inc.'s messaging solution provides

brands, marketing, and communication platforms (CPaaS providers) a simple single point API that route text messages through mobile carriers to 100% of the mobile users in Canada. IC mobile messaging solutions earns revenues by charging customers on a per message basis for their monthly traffic.

IC Insurance Solutions: IC Insurance Solutions operates under Insured Creativity Inc. a wholly owned subsidiary. Insured Creativity Inc. provides specialty risk insurance solutions to the sports, entertainment and promotions industry and is a Coverholder at Lloyd’s of London with delegated underwriting authority in Canada and other countries (60+) for certain insurance products. It underwrites and sells specialized insurance solutions including event cancellation, event liability, prize insurance, crisis management and other specialty insurance solutions. Insurance products are distributed through its proprietary SaaS Platform (“Glide”) and its direct sales force to wholesale and retail brokers. The Glide platform provides insurance brokers a digital platform to be able to generate a quote, bind insurance and receive policy documents instantly. The Company earns sales commissions on policies sold and can receive additional compensation for exceeding target underwriting performance. The Company does not retain insurance loss risk.

Future Business

IC Group will continue to be a marketing services technology company powering consumer engagement and promotions for Fortune 500 brands. IC Group will complete the acquisition of the remaining Fannex shares and the Fannex business will be amalgamated into the subsidiary IC Group Inc. Once completed, IC Group will expand its service offerings into live events, starting in the sports and entertainment industry, to help brand sponsors and teams digitally engage fan audiences, capture valuable first-party data, and help convert them into customers. To accomplish this, IC Group will utilize Fannex’s Saas platform technology (“Fannex Live”), which is currently used by 60 teams across different sporting leagues to deliver in-venue branded content to digitally engage fans on their mobile devices and integrate IC Group promotions to drive higher participation and opt-in rates for ongoing brand communications.

Upon completion of the Fannex acquisition, the Resulting Issuer will invest in the expansion of its products and services to incorporate the Fannex Live solution, providing brands and teams in the live sports and entertainment industry a SaaS platform to create, distribute and orchestrate content, including promotions in stadium via digital screens or mobile devices, to digitally engage fan audiences, capture valuable first-party data and support customer conversion initiatives.

Industry Overview

Traditional advertising mediums are challenged to digitally engage consumers and collect valuable data as consumer behavior is constantly changing and attention spans are getting shorter (e.g. 8-10 seconds). As a result, brands of all sizes are increasingly using technology and promotions to induce consumers to engage with them so brands can collect valuable first-party data and convert them into customers. Consumers expect an experience that is personalized, trusted and of value in exchange for their data and their customer relationship. Brands are willing to incentivize and reward consumers for their loyalty and the ability to capture personal information which fuels future brand marketing and sales initiatives.

To deliver these solutions brands are increasingly turning to trusted partners with deep experience, expertise and secure solutions that simplify the increasingly complex world of promotions and technology to reach and engage directly with their consumers in various digital channels while at the same time protecting their brands.

Brands are also heavily investing in live events as they present a platform to engage directly with a captive, live consumer audience. Currently, large brand advertisers and sponsors spend a lot of money on static advertising mechanisms within live events, such as banner ads and rink boards, that result in low digital engagement with fan audiences. Advertisers are challenged by the large spends and the ability to measure the effectiveness of these investments. As a result, brands and live event operators are increasingly investing in new technology and promotion solutions to develop and deliver branded content and promotions that appeals to and engages fan audiences. Solving these challenges allows brands and live event operators to digitally engage audiences, capture valuable first-party data and help convert consumers into sales channels, while being able to measure performance effectively.

Market

The key markets for IC Group’s three business solutions are described below:

a. IC Promotion Solutions:

According to Hanover Research, who undertook an evaluation of the promotions market on behalf of IC Group, the North American consumer incentive market is estimated at $32B annually, with a 10% compounded annual growth rate (“CAGR”), with sweepstakes and promotions being $1.4B USD in North America annually. Its target markets for digital promotions, loyalty solutions, rewards and incentives are enterprise level customers and their agencies located in North America or Europe generating $500M or more annually in revenues and that are in the consumer goods, financial services, technology and social media, pharmaceutical, automotive, quick service restaurant and sports/entertainment industries.

Regarding the Company’s plans to invest in the Fannex Live solution, Future Market Insights research indicates approximately $56B is spent annually on sponsorship activities in North America, with an estimated $5.2B being spent annually on fan engagement marketing. Over the next 10 years fan engagement marketing is expected to grow to $27B at a CAGR of 17.9%. IC Group estimates its total obtainable market size will be $20-$30M over the next 3 to 5 years. Upon the completion of the acquisition of Fannex, its target market for its Fannex Live solution is enterprise and mid-market live event organizers, and sport teams operating at pro, semi-pro, and college levels in North America and Europe. Brand targets include small, medium and enterprise level brands in the consumer goods, financial services, technology and social media, pharmaceutical, automotive, quick service restaurant, and sports/entertainment industries wanting to reach fan audiences in live events.

b. IC Insurance Solutions:

Insured Creativity Inc. estimates the contingency market for specialty risks inclusive of event cancellation, non-appearance, event liability, and prize insurance to be $3.3B globally. Insured Creativity estimates the serviceable market size in North America is $1.3B annually. Insured Creativity believes its obtainable market will be $10-$20M in the next 5 years. Its target market for Insurance Solutions are enterprise level customers and their insurance brokers located in Canada, USA, UAE, Australia, and Europe generating $500M or more annually in revenues and that are in the consumer goods, financial services, technology and social media, pharmaceutical, automotive, quick service restaurant, and sports/entertainment industries.

c. IC Mobile Messaging Solutions:

Canada continues to see growth in mobile messaging and consumer sentiment for these services remains strong. IC Mobile has estimated the market in Canada to be $300M annually. With IC Mobile being 1 of 3 tier one aggregators in Canada, with direct connectivity to all Canadian carriers, IC Mobile is targeting a share of market of approximately $25-40M in five years. IC Mobile is the only tier-one aggregator that is 100% Canadian controlled and has direct connections to all carriers.

IC Mobile’s target market is enterprise, mid-market, and tier 2 messaging aggregators in Canada or the USA that are sending messages to Canadian residents. Customer targets include companies that provide marketing automation and communication platforms to brands. Customer targets also include large enterprise customers in regulated and secure industries such as financial services, ecommerce, information security & technology and transportation.

Marketing and Sales Plans

Invest in Teams and Tools to Strengthen Marketing and Sales Disciplines

Previously, IC Group has invested minimally in marketing and sales resources as business was generated through referrals. IC Group will strengthen its marketing and sales departments with the goal to improve IC Group’s sales pipeline through direct sales and resellers in target markets and verticals. IC Group hired strategic leaders for the

marketing and sales departments in FY23 and is currently shifting resource allocation to build the marketing and direct sales teams.

Through the acquisition of Fannex and Pickaw, the sales team will grow in FY24 by 4 additional resources. IC Group intends to hire more direct sales team members in FY25. IC Group is also expanding its partner network to refer and resell IC Group solutions particularly in international markets.

In 2024, IC Group has invested in new marketing tools to support the growth of its pipeline, track marketing campaign results and improve overall performance of brand awareness and sales initiatives. In conjunction with this initiative, IC Group is updating its website and social media presence to properly reflect all products and services to its target audiences including customers, investors, and industry.

Brand Awareness and Sales Campaigns

Starting in FY24, IC Group has been investing in developing top of funnel sales and marketing tools to effectively launch and manage brand awareness and sales campaign starting in Q3 of 2024. Investment in front of funnel will continue to be a high priority in FY25 and beyond, to support organic growth initiatives and improve IC Group's awareness amongst target audiences.

Cross Sell / Up Sell of all IC Group Products

IC Group’s current business solutions, in conjunction with Fannex Live, are complimentary to each other particularly in the live event industry. IC Group aims to make sure all its product offerings and solutions include the opportunity to use at least one additional IC Group service. While it is not the expectation that IC Group’s clients use all IC Group services, IC Group will educate its diverse base of clients on all of IC Group’s business solutions including those available from any future acquisitions.

Client Development and Retention

IC Group effectively develops customers into long-term customers by landing them with small promotions and expanding these customers over time with deeper, more integrated solutions. IC Group focuses on providing white glove customer service, using its expertise to give strategic guidance, and building trust with customers and their consumers through high delivery and operational standards. Average customer tenure is over 7 years and with many being customers in excess of 10 years.

Customer and Sales Growth by Acquisition

A key component of IC Group’s growth strategy is growth by acquisitions to increase and diversify its customer base, find complementary product solutions, and generate new revenue growth. IC Group is targeting companies that are established and profitable or marginally profitable that need marketing and/or technical support to better serve their existing customer base. IC Group’s goal is to add 1-2 new acquisitions on an annual basis over the next 3-5 years.

Targeted businesses will typically be founder owned and managed and have been in business for at least five years. Companies should have technology enabled solutions with broad customer bases like IC Group or have developed their own technology that involves aggregating and engaging fan audiences, promotions, messaging, or live event solutions that commercialize data and fan engagement.

IC Group also expects to keep the team members and founders of acquired businesses engaged with IC Group going forward through effective retention strategies inclusive of compensation and incentive ownership by team members. Acquired solutions will retain existing sales teams and be introduced into IC Group cross sell /up sell strategies.

Competitive Conditions

Competition

IC Group’s business solutions compete with large independent and publicly traded marketing and promotions agencies. In many cases IC Group work in conjunction with these agencies to support the end brand customer. In its specialty insurance business, IC Group competes against a small number of Canadian and International insurance carriers who have direct sales network or partner relationships with large retail and wholesale insurance brokers. Its mobile messaging business competes against only two large, publicly traded foreign owned tier-one aggregators in Canada.

IC Group has successfully won RFP’s and contracts from large Fortune 500 companies while competing against large publicly traded marketing agencies companies, mobile aggregators, and insurance carriers. IC Group successfully won a recent RFP from a large provincial government agency in Ontario.

There is a large market for all of the IC Group core services including promotions, specialty insurance, mobile messaging and live event solutions. However, IC Group is not aware of any company globally that that offers this combined business platform under one roof.

Competitive Advantages

IC Group has deep industry experience in developing and managing consumer engagement solutions for Fortune 500 brands for the past 30 years. IC Group’s team has executed consumer engagement solutions in over 25 different countries, developing deep knowledge, skills, security, and partners to simplify and securely execute promotions in different languages, while meeting stringent legal, privacy and regulatory requirements. There are very few competitors with this level of expertise. IC Group has also developed technology solutions to embed its solutions deep into its customers’ operations to improve operational efficiency and security. IC Group’s insurance solutions are unique and with its delegated underwriting authority, it can design, evaluate, and develop custom insurance solutions for brands and live event operators within 24 hours, which significantly outperforms other competitors who may take weeks. Its speed to market, customer response times and custom solutions, without intermediaries, provides a significant advantage over its competitors. IC Group’s mobile messaging business is the only Canadian owned mobile messaging service that maintains its data resident in Canada. This provides a competitive advantage particularly in industries that are highly regulated and concerned about foreign data residency and consumer privacy. Additionally, IC Group has significantly invested in a new cloud based, carrier grade mobile gateway technology that can scale quickly with multiple layers of backup for business continuity where uptime performance is critical.

With the acquisition of Fannex, IC Group will leverage its existing SaaS platform to scale the number of live event venues quickly to provide access to fan audiences for brands through a single access point. Live event operators can be onboarded to the Fannex SaaS platform within 2 to 4 hours, while competitors are required to build independent instances which takes weeks and results in a limited ability to easily aggregate fan audiences to execute national or regional fan engagement solutions.

The combination of technology solutions offered by IC Group is unique, but complementary, providing IC Group the ability to offer customers solutions under one roof, as opposed to customers having to source multiple vendors to deliver the desired solutions.

Proprietary Protection

IC Group utilizes a variety of proprietary rights that are important to its competitive position and success. These proprietary rights are protected through trade secrets and copyrights, but to-date not through patents. The Company generally enters into confidentiality or license agreements, or has confidentiality provisions in agreements with employees, consultants, strategic partners and clients and controls access to and distribution of its technology, documentation and other proprietary information. Through the acquisition of Fannex, IC Group will acquire a Canadian patent tied to the fan engagement business of Fannex.

Opportunity for Future Growth

IC Group continues to evolve and develop its consumer engagement solutions constantly by adding new solutions and expanding market reach requested by clients or called for by market trends. With the acquisition of Fannex, IC Group sees significant growth opportunities in leveraging its promotion, insurance, and mobile messaging expertise in the

live event space, to solve fan engagement problems for brands and live event operators alike. IC Group sees significant opportunity to acquire business in the live event space that aggregate and digitally engage fan audiences and commercialize consumer data. IC Group believes that consumer engagement solutions currently generate data that is not effectively monetized, and this data represents growth opportunities for IC Group and its customers.

Employees

As of the date hereof, IC Group has 68 full time employees, of which 45 are based in Winnipeg, 15 in Toronto, 1 in the UK, 4 in the USA, and 3 in France.

Bankruptcy and Reorganizations

There has been no bankruptcy or any receivership or similar proceedings against IC Group or any voluntary bankruptcy, receivership, or similar proceedings by IC Group within the two most recently completed financial years, or the current financial year. There have been no material reorganizations of IC Group within the last two financial years or the current financial year.

Selected Consolidated Financial Information and Management's Discussion and Analysis

The following table sets forth certain selected balance sheet data and financial information as at and for the financial years ended December 31, 2022 and December 31, 2023 (audited) and the nine months ended September 30, 2024 (unaudited). Such data has been derived from the financial statements of IC Group for such period attached hereto as Schedule "C" and "D", respectively. IC Group's financial statements are expressed in Canadian dollars; all dollar figures expressed in the following table refers to Canadian dollars.

	December31, 2022 (audited)	December 31, 2023 (audited)	September 30, 2024 (reviewed)
Total Revenues	$11,644,042	$12,202,431	$12,474,218
Total Expenses	$10,613,337	$12,536,573	$17,101,658
Net Income (Loss)	$ 1,030,705	($ 334,142)	($4,627,440)
Current Assets	$11,504,333	$ 8,035,696	$ 12,345,793
Total Assets	$16,593,440	$20,220,332	$24,341,370
Current Liabilities	$10,517,252	$16,702,669	$22,953,496
Total Liabilities	$13,852,635	$17,813,669	$24,050,477
Working Capital	$ 987,081	($8,666,973)	($10,607,703)
Shareholders' Equity	$ 2,740,805	$ 2,406,663	$ 290,893

Management's Discussion and Analysis for the financial condition and results of operations of IC Group for the financial years ended December 31, 2022, and December 31, 2023 and the nine months ended September 30, 2024 are included in Schedule "C" and Schedule "D", respectively, to this Filing Statement.

Description of the Securities of IC Group

The authorized share capital of IC Group consists of an unlimited number of Class A Common shares, Class B Common Shares, Class C Common Shares, Class D Common shares, Class E Common shares, Class F Common shares, Class G Common shares, Class H Common shares, Class A Preference shares, Class B Preference shares, Class C Preference shares, Class D Preference shares, Class E Preference shares, Class F Preference shares, Class G Preference shares, and Class H Preference shares. As of the date hereof, 3,269,803 IC Group Shares are issued and outstanding as fully paid and non-assessable shares prior to completion of the Concurrent Financing and the Debt Rollover.

As of the date hereof, IC Group has the following convertible securities issued and outstanding: (i) 263,272 IC Group Options with an exercise price of $5.76; (ii) 1,205,250 Subscription Receipts, resulting from the Concurrent Financing; (iii) 316,667 IC Group Units resulting from the Debt Rollover; and (iv) 50,634 IC Group Broker Warrants.

Subject to the provisions of the CBCA, holders of IC Group Shares are entitled to receive notice of and to attend all meetings of the IC Group Shareholders and shall have one vote, in person or by proxy, for each share held at all meetings of the IC Group Shareholders. IC Group Shareholders are entitled to (a) receive any dividends as and when declared by the IC Group Board out of the assets of IC Group properly applicable to the payment of dividends, in such amount and in such form as the board of directors may from time to time determine, and (b) receive the remaining property of IC Group (after payment of all outstanding debts) in the event of any liquidation, dissolution or winding-up of IC Group. Except for the provisions of the IC Group Shareholders' Agreement, which shall be terminated upon Completion of the Proposed Qualifying Transaction, the holders of IC Group Shares have no pre-emptive, redemption or conversion rights.

Pursuant to the Concurrent Financing, IC Group issued 1,205,250 Subscription Receipts, each Subscription Receipt representing the right of the holder thereof to receive, in certain circumstances set forth in the terms of the Subscription Receipt Agreement, one IC Group Unit, without any further act or formality, and for no additional consideration. Each IC Group Unit consists of one IC Group Share and one IC Group Unit Warrant. Each IC Group Unit Warrant entitles the holder thereof to purchase one IC Group Share for a period of forty-eight months following the Completion of the Proposed Qualifying Transaction at a price of $1.20 per IC Group Share, subject to adjustment and acceleration as provided in the Warrant Indenture entered into between IC Group and TSX Trust Company, in its capacity as warrant agent. In connection with the Concurrent Financing, IC Group issued to Brokers the IC Group Broker Warrants equal to 3.20% of the number of Subscription Receipts issued to subscribers introduced by them, with each such IC Group Broker Warrant exercisable to purchase one IC Group Unit (subject to any necessary adjustments, as applicable) at an exercise price of $1.00 for a period of 48 months following the Completion of the Proposed Qualifying Transaction. Pursuant to the Debt Rollover, IC Group issued a further 316,667 IC Group Units on a non-brokered basis.

Consolidated Capitalization

The following table sets forth the capitalization of IC Group as at the dates indicated.

Designation of Security	Amount authorized or to be authorized	Amount outstanding	Amount outstanding as of the Effective Date^{(2)}
IC Group Shares	unlimited	3,269,803	29,000,000
IC Group Unit Warrants	unlimited	0	1,521,917
IC Group Options^{(1)}	8.05% of the issued and outstanding IC Group Shares	263,376	2,067,431
IC Group Broker Warrants	4.20% of the Subscription Receipts sold pursuant to the Concurrent Financing	Nil	50,634

Notes:
1. Each IC Group Option is exercisable to acquire one (1) IC Group Share at an exercise price of $5.76 per IC Group Share and expires December 31, 2034
2. On a post-Share Split basis.

Prior Sales

The table below sets forth for the 12-month period prior to the date of this Filing Statement details of the price at which securities have been issued or are to be issued by IC Group, the number of securities issued at that price and the date on which the securities were issued.

Date	Number and Type of Security	Issue Price per Security	Nature of Issuance
July 30, 2023	5 IC Group Shares	$10.00	Reorganization of IC Group, deemed proceeds received.(1)
January 31, 2024	51,042 IC Group Shares^{(2),(3)}	$5.76	Compensation, deemed proceeds received.
January 31, 2024	6,944 IC Group Shares^{(6)}	$5.76	Compensation, deemed proceeds received.
Sept 17, 2024	270,604 IC Group Shares^{(4)}	$0.01	Issuance of shares to employees, officers and directors pursuant to options at an exercise price of $0.01 per option, deemed proceeds received.
June 21, 2024	58,266 IC Group Shares^{(5)}	$7.89	Issuance of shares as consideration for the purchase of remaining shares of InsureCo, deemed proceeds received.

Notes:
1. Shares subscribed for by existing shareholders of IC Group in connection with the amalgamation of 14014731 Canada Ltd. and 11197894 Canada Ltd. on July 31, 2023, to complete a reorganization of IC Group.
2. A total of 26,042 IC Group Shares issued to John Penhale as compensation for services rendered to IC Group in the role of Chief Financial Officer.
3. A total of 25,000 IC Group Shares issued to Paul Wheeler via Paul I Wheeler Holdings Inc. as an incentive bonus (signing bonus) for services to be rendered to IC Group.
4. IC Group Shares issued to certain employees, officers and directors of IC Group and its subsidiaries in recognition of past services provided to IC Group and/or its subsidiaries.
5. IC Group Shares issued to Bostraze Trading Inc. as partial compensation for the purchase of the Purchased InsureCo Shares to complete the InsureCo Acquisition. See Significant Acquisitions and Dispositions for further details.
6. A total of 3,472 IC Group Shares issued to Sunil Bridgelall as bonus payment and 3,472 IC Group Shares issued to David Sasaki as bonus payment.

Stock Exchange Price

None of the securities of IC Group are, or have ever been, listed for trading on any stock exchange or other securities market.

Executive Compensation

At no time prior to the date of this Filing Statement was IC Group a reporting issuer under applicable Canadian securities laws. Notwithstanding this fact, the following disclosure of executive compensation is made in accordance with the requirements of NI 51-102 for the executive officers and directors of IC Group for fees earned for the financial years ended FY2022, and FY2023. The following disclosure reflects all compensation paid to the IC Group NEOs for the periods referenced, in respect of services provided to IC Group on a consolidated basis. IC Group’s NEOs are Duncan McCready (President and CEO), John Penhale (CFO and Treasurer), and Marc Caron (COO IC Group Inc. and Corporate Secretary of 11197894 Canada Ltd.), David Sasaki (President of Insured Creativity Inc.), and Dylan MacTavish (Principal Broker, Insured Creativity Inc.).

Compensation Philosophy

It is expected that the Resulting Issuer’s compensation philosophy will be based on the following fundamental principles:

a. compensation programs will align Resulting Issuer profitability, shareholder value and philosophy;

b. compensation programs will reward team members for adhering to process, excellent performance reviews and overall Resulting Issuer profitability;

c. compensation programs reward all team members invited to participate in the profit pool reward programs, not just senior management; and

d. bonuses or rewards may include cash, or security-based compensation or a combination at the discretion of the Compensation Committee.

It is expected that the objectives of the Resulting Issuer’s compensation program will be developed based on the above-mentioned compensation philosophy and are expected to be as follows:

a. to attract and retain highly qualified team members in all roles;

b. to focus the Resulting Issuer team members on their own performance as each person’s performance relates to supporting the team and the Resulting Issuer as a whole; and

c. to lead to the ultimate success of the Resulting Issuer, including the success of team members, shareholders, and other stakeholders.

Compensation Governance

It is expected that following Closing, the Directors of the Resulting Issuer Board will appoint the Compensation Committee which will be responsible for ensuring that the Resulting Issuer has in place an appropriate plan for compensation and for making recommendations to the directors of the Resulting Issuer Board with respect to the compensation of the Resulting Issuer’s operating teams, among other things.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by IC Group to each current and former NEO and director for the financial years ended FY2022 and FY2023.

Table of Compensation Excluding Compensation Securities
Name and Position	Financial Year Ended FY2022 and FY2023	Salary, consulting fee, retainer or commission ($)	Bonus	Committee or meeting fees	Value of perquisites	Value of all other compensation	Total compensation
			($)	($)	($)	($)	($)
Duncan McCready, CEO, Director of IC Group, President IC Group Inc, CEO Insured Creativity Inc.	2022	300,000	0	0	0	NA	300,000
	2023	300,000	40,000^{(3)}	0	0	NA	340,000
Marc Caron, Corporate Secretary, Director of IC Group, COO IC Group Inc.	2022	308,000	0	0	0	NA	308,000
	2023	308,000	40,000^{(3)}	0	0	NA	348,000
Michael Svetkoff Director, Business Development Adviser	2022	N/A	N/A	NA	NA	NA	NA
	2023	70,625^{(1)}	N/A	NA	NA	NA	70,625
David Sasaki – President of Insured Creativity.	2022	187,000	18,333	NA	NA	NA	205,833
	2023	250,000	40,000^{(4)}	NA	NA	NA	290,000
Dylan MacTavish Principal Broker Insured Creativity	2022	80,000	25,000	NA	NA	NA	105,000
	2023	105,000	35,000	NA	NA	NA	140,000
John Penhale, CFO	2022	N/A	N/A	NA	NA	NA	NA
	2023	41,650^{(2)}	0	0	0	NA	41,650

Notes:
(1) Paid to DVG Consulting Ltd., a corporation controlled by Michael Svetkoff.
(2) Paid to 290 Advisory Services Inc., a corporation controlled by John Penhale.
(3) Accrued bonus. Not paid as at November 30, 2024.
(4) Accrued Bonus: 50% paid by issuance of 3,472 shares as of January 31, 2024. The remaining portion is accrued and not paid.

Stock Options and Other Compensation Securities

During the financial year ended December 31 2023, the following compensation securities were granted or issued to the directors and NEOs by IC Group:

Name and Position	Type of Compensation security	Number of compensation securities, number of underlying securities and percentage of class.	Date of Issue or Grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Duncan McCready, CEO, Director of IC Group, President IC Group Inc, CEO Insured Creativity Inc.	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Marc Caron, Corporate Secretary, Director of IC Group, COO IC Group Inc.	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Michael Svetkoff Director, Business Development Adviser	Nil	Nil	Nil	Nil	Nil	Nil	Nil
David Sasaki – President of Insured Creativity.	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Dylan MacTavish Principal Broker Insured Creativity	Nil	Nil	Nil	Nil	Nil	Nil	Nil
John Penhale, CFO	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Exercise of Compensation Securities by Directors and NEOs

No compensation securities were exercised by a director or NEO during the financial year ended December 31, 2023.

IC Group Option Plan

IC Group adopted the IC Group Option Plan on July 2, 2024 for its officers, directors, consultants, and employees to which IC Group may grant options to acquire a maximum number of IC Group Shares equal to 10% of the total issued and outstanding IC Group Shares.

As of the date hereof, an aggregate of 263,376 IC Group Options are outstanding pursuant to the IC Group Option Plan.

Employment, Consultant and Management Agreements

Other than standard contracts of employment with the employees of the IC Group and its subsidiaries, the IC Group has entered into an employment agreement with Duncan McCready, and independent contractor agreements with John Penhale and Marc Caron. The basic details of these agreements are as follows:

Duncan McCready, President, Chief Executive Officer, Director of IC Group (Employment Agreement)
- Salary: CDN$300,000 per annum;
- Termination: IC Group may terminate the employment agreement upon two years’ notice, or payment of severance in an amount equal to two years salary; and
- Expenses: IC Group will pay expenses reasonably incurred in connection with the business of the IC Group, including traveling expenses, business promotion, moving and other similar expenses, approved in advance by IC Group.
- Other Terms: Employment Agreement provides for covenants regarding full time and attention, the ownership of IC Group property, a waiver of moral rights, confidentiality, information security and a non-solicitation clause (one year) following employment.

John Penhale, Chief Financial Officer of IC Group (Independent Contractor Agreement)
- Hourly Rate: CDN$150.00 per hour; approximately $300,000 per annum;
- Compensation Note: a total of 26,042 IC Group Shares issued on January 31, 2024 at a deemed price of $5.76 per IC Group Shares for initial services provided by John Penhale to IC Group in lieu of cash compensation;
- Bonus Entitlements: participation in Stock Option Plan;
- Termination: IC Group may terminate the agreement upon two weeks notice; and
- Expenses: IC Group will pay expenses reasonably incurred in connection with the business of the IC Group, including traveling expenses, business promotion, moving and other similar expenses, approved in advance by IC Group.
- Other Terms: Independent Contractor Agreement provides for covenants regarding ownership of IC Group property, waiver of moral rights, confidentiality and information security.

Marc Caron, Corporate Secretary, Director of IC Group (Independent Contractor Agreement)
- Agreement between Paradyme Consulting Inc. and IC Group Inc. for the services of Marc Caron;
- Hourly Rate: CDN$150.00 per hour; limited to $308,000 per annum;
- Bonus Entitlements: participation in Stock Option Plan;
- Termination: IC Group may terminate the agreement upon payment of $25,000 per month for twelve (12) months following notice of termination ($300,000 in aggregate); and
- Expenses: IC Group will pay expenses reasonably incurred in connection with the business of the IC Group, including traveling expenses, business promotion, moving and other similar expenses, approved in advance by IC Group.
- Other Terms: Independent Contractor Agreement provides for covenants regarding ownership of IC Group property, waiver of moral rights, confidentiality and information security.

Benefits/Pension Disclosure

IC Group does not provide benefit plans, defined benefit plans or defined contribution plans, being plans that provide for payments or benefits at, following, or in connection with retirement, or provide for deferred compensation plans.

Non-Arm’s Length Party Transactions

IC Group has a shareholder loan facility with certain of its shareholders for up to $800,000 principal amount. Amounts drawn thereunder would accrue interest at 10% per annum and be repayable upon IC Group’s next capital raise. The lending shareholders and their lending commitments are as set forth below:

Shareholder	Loan Amount (Up to) CND Funds	Drawn to Date as at November 30, 2024	Roll Debt for Equity in Resulting Issuer
Echo Bay Strategic Yield Fund (Michael Svetkoff)	250,000	166,667	166,667
5304709 Manitoba Ltd. (Duncan McCready)	250,000	250,000	150,000
Paradyme Consulting Inc. (Marc Caron)	150,000	150,000	Nil
David Sasaki	75,000	75,000	Nil

Shareholder	Loan Amount (Up to) CND Funds	Drawn to Date as at November 30, 2024	Roll Debt for Equity in Resulting Issuer
Sunil Bridgelall	75,000	75,000	Nil
Totals	$800,000	$716,667	316,667

IC Group Shareholders, who are active employees in IC Group, have agreed to a 25% salary deferral. The group of employees includes Duncan McCready (through 5304709 Manitoba Ltd.), Marc Caron (through Paradyme Consulting Inc.), Sunil Bridgelall, and David Sasaki. The effective date of salary deferral is January 15, 2024 to December 31, 2024, at an interest rate of 8% and payable on December 31, 2024. In addition, Duncan McCready (through 5304709 Manitoba Ltd.), Marc Caron (through Paradyme Consulting Inc.), Sunil Bridgelall, and David Sasaki have all agreed to extend the date of repayment of a total of $400,000 in shareholders loans from the original due date of December 31, 2024, now extended to July 1, 2026, by virtue of an Extension of Payment Period of Shareholders Loans dated December 20, 2024.

Legal Proceedings

There are no actual or pending material legal proceedings to which IC Group, or any subsidiary of IC Group, is a party or of which any of its assets may be subject, except for:

Race Week Edmonton filed a claim (amended) on April 6, 2020, against Insured Creativity Inc. Insured Creativity Inc. acting as underwriter, was named in a suit by a customer whose insurance claim was denied by the insurance carrier. The underlying claim was brought on by the Edmonton Air Show from an event in prior years. The underlying insurance carrier denied the Edmonton Air Shows event cancellation claim due to misrepresentation. The underlying insurance carrier and its insurance company are defending Insured Creativity Inc. and are responsible for the expenses of this litigation. Management does not believe that the claim will be successful.

Material Contracts

The only material contract entered into by IC Group in the last two years (other than contracts entered into in the ordinary course of business) include:

(1) the Business Combination Agreement;
(2) the Subscription Receipt Agreement;
(3) Asset Purchase Agreement – Mobile Messaging Assets – effective November 1, 2023;
(4) Share Purchase Agreement – Emotion Media Inc. (Fannex) – effective August 20, 2024;
(5) the IC Group Option Plan;
(6) the IR Agreement; and
(7) the Warrant Indenture.

The material contracts will be available for inspection at the offices of IC Group at 383 Dovercourt Drive, Winnipeg Manitoba, R3Y 1G4, until the date of closing of the Proposed Qualifying Transaction and for a period of 30 days thereafter.

Investor Relations Agreements

IC Group entered into a media services contract with Market One Media Group Inc. (“Market One”) dated October 16, 2024 (the “IR Agreement”). Pursuant to the IR Agreement, Market One will provide certain media services to IC Group and/or the Resulting Issuer, including a 60 second broadcast commercial, as well as a full-length interview for online distribution (the “Services”). The term of IR Agreement is 18 months, beginning from the date of the onboarding meeting or payment date, whichever date is later. As compensation for the Services, IC Group and/or the Resulting Issuer will pay Market One a fee of $100,000 + GST.

Market One does not and will not have any beneficial ownership, control or direction over any securities of the Resulting Issuer, and will not have any rights or options to acquire securities of the Resulting Issuer, in full or as partial compensation for the services provided to IC Group and/or the Resulting Issuer.

The Fannex Acquisition

The Fannex Agreement

IC Group has entered into the Fannex Agreement on August 20, 2024 with the holders of all of the issued and outstanding shares of Fannex. The Purchase Price payable by IC Group for the purchase of the remaining Fannex Shares is equal to $3,419,916.87, payable by a deposit of $50,000, a cash payment of $200,000.00, and the balance by the issuance of 407,126 IC Group Shares. IC Group will assume approximately $2,200,000 in debt debentures, pursuant to the Fannex Acquisition. The purchase of the Fannex Shares pursuant to the Fannex Agreement is intended to close concurrently with the Closing.

Description of the Fannex Business

Fannex was incorporated on April 17th, 2001, in the province of Manitoba.

Fannex being the trade name of the company began in May of 2011. Fannex currently has 7 dedicated employees and 2 full time contractors.

Fannex’s Registered Office address is MLT Aikins LLP, 30th Floor – 360 Main Street, Winnipeg, MB, R3C 4G1. The company’s mailing address is 600-223 Carlton St., Winnipeg, Manitoba R3C 0V4. The company’s working office location is 201- 179 McDermot Ave., Winnipeg, Manitoba. R3B 0S1

Fannex’s website is as follows: https://fannexlive.com/

Narrative Description of the Fannex Business

Fannex provides teams in the live sports and entertainment industry a software as a service platform to create, distribute and orchestrate content including promotions in stadium via digital screens or mobile devices to digitally engage fan audiences, capture valuable data, and support customer conversion initiatives.

Currently 60 professional and semi-professional level sports teams have license agreements with Fannex to operate in diverse markets across NHL, NFL, MLB, NBA, NCAA, USGA and many minor leagues. The license agreements are typically for 3-year periods and range in value from $2,500 to $50,000 annually depending on the size of the venue, the number of live events and the audience size.

Future Business

Fannex, along with IC Group, will expand combined service offerings into live events, starting in the sports and entertainment industry, to help brand sponsors and teams digitally engage fan audiences, capture their valuable first-party data, and help convert them into customers. Additionally, Fannex will expand its footprint beyond sports to include other live events including concerts, festivals, tradeshows, and conferences to reach younger and more diverse audiences.

ICG’s goal is to utilize Fannex’s technology (SaaS Platform) to scale to close to 750 teams in 3 to 5 years.

Products and Services

The technology product is a cloud-based platform that enables teams to design, orchestrate and execute unique branded content to video displays in venues and direct to consumer mobile devices to provide an orchestrated in-venue brand activation experience with the entire live fan audience. Each activation generates digital engagement with fans which captures valuable data for brands and teams alike. Teams require no investment in technology to utilize the Fannex’s solutions.

The Fannex SaaS solution also enables IC Group to connect fan audiences together across multiple venues and provide a single point of access for brands to reach the fan audiences to deliver consistent, branded content, promotions and messaging solutions.

PART IV - INFORMATION CONCERNING THE RESULTING ISSUER

Corporate Structure

Name and Incorporation

Following the Completion of the Proposed Qualifying Transaction, the Resulting Issuer will operate under the name "IC Group Holdings Inc." and will continue to be governed by the provisions of the OBCA.

The registered and head office of the Resulting Issuer will be 383 Dovercourt Drive, Winnipeg, Manitoba, R3Y 1G4.

Intercorporate Relationships

Following the completion of the Proposed Qualifying Transaction, the Resulting Issuer will own, directly or indirectly, all the issued and outstanding IC Group Shares. As a result of the Proposed Qualifying Transaction, the previous shareholders of IC Group will become shareholders of the Resulting Issuer.

Narrative Description of the Business

The Resulting Issuer's business objectives after the Completion of the Proposed Qualifying Transaction will be the business objectives of IC Group, namely a technology issuer. For the narrative description of the business of the Resulting Issuer, see "Part III – Information Concerning IC Group – General Development of Business", the information under the heading "Principal Products or Services".

Business Objectives and Milestones of the Resulting Issuer

The Resulting Issuer's business objective is to accelerate the growth of its core revenue streams by addressing digital Fan Engagement problems in live event spaces. The initial focus will be on completing the transaction with Fannex and integrating IC Group solutions into Fannex's SaaS platform. This will enable the Resulting Issuer to expand its product offering, including IC Group's core services, to Fannex customers base, which consists of 60 pro/semi-pro level sport teams. The Resulting Issuer also is focused on expanding awareness of IC Group with the investor community, target customer verticals and live event operators.

Milestones

Proceeds from financing initiatives will be strategically allocated to support the achievement of these objectives with defined milestones.

Milestones	Budget
Mergers & acquisitions: Complete Fannex Acquisition by February 7, 2025.	$ 200,000
Mergers and acquisitions: Complete payout of Fannex debentures, assumed pursuant to the Fannex Acquisition, by February 7, 2025.	$ 313,650
Marketing: Attend two (2) investor conferences and complete 20 virtual investor meetings by December 31, 2025.	$ 61,500
Marketing: Develop marketing materials, videos, and content for distribution through social media, websites, email and other applicable channels by June 1, 2026.	$ 100,000
Total	$ 675,150

Business Growth Strategy

The Resulting Issuer’s business growth strategy encompasses a 4-pronged approach:

Mergers and Acquisitions: The Resulting Issuer will complete the purchase of Fannex and will also continue to source companies that have technology-based solutions that digitally engage lucrative fan audiences as well as those that commercialize fan data.
Organic growth through product/marketing integration and expansion: The Resulting Issuer is focused on integrating and bundling its solutions to expand the offering to Fannex customers to accelerate cross sell and up sell opportunities. Individual revenue streams will continue to source new product and marketing solutions which compliment the live event space.
Marketing: The Resulting Issuer plans to expand market awareness of IC Group with the investor community, along with targeted customer verticals by generating and distributing IC Group content to them.
Sales: The Resulting Issuer plans to continue to leverage its existing sales team and expand where feasible to grow market and product share.

Strategic Collaborations

The Resulting Issuer, through its Fannex acquisition will seek collaboration with sport leagues and other event industry organizations to accelerate the growth of its live event network in North America. Additionally, the Resulting Issuer will continue to collaborate with other industry agencies and associations in marketing, promotion, live events, specialty insurance, and mobile messaging to support new product innovations, stay current on important issues impacting customers, improve brand recognition, and identify new market and sales opportunities.

Sales and Marketing

The Resulting Issuer will focus marketing and sales efforts to accelerate the growth of:

a. Its live event network by targeting live event operators, teams, leagues, and other industry verticals who are gatekeepers to live fan audiences.

b. Direct brand relationships in the promotion and mobile messaging revenue streams.

c. Broker relationships in its specialty insurance revenue stream.

Additionally, the Resulting Issuer will focus marketing and sales efforts to expand its footprint in new markets and industry verticals. Marketing efforts will also improve brand awareness amongst core stakeholders including employees, shareholders, customers, and the investment community.

Competitive Advantages

The Resulting Issuer has deep industry experience in developing and managing consumer engagement solutions for Fortune 500 brands for the past 30 years. The Resulting Issuer’s team has executed consumer engagement solutions in over 25 different countries, developing deep knowledge, skills, security, and partners to simplify and securely execute promotions in different languages, while meeting stringent legal, privacy and regulatory requirements. The Resulting Issuer has also developed technology solutions to embed its solutions deep into its customers’ operations to improve operational efficiency and security. The Resulting Issuer’s insurance solutions are unique in the world and with its delegated underwriting authority, can design, evaluate, and develop custom insurance solutions for brands and live event operators within 24 hours, which significantly outperforms other competitors who may take weeks. Speed to market, customer response times and custom solutions, without intermediaries, provides a significant advantage over its competitors. The Resulting Issuer’s mobile messaging business is the only Canadian owned mobile messaging service that maintains its data resident in Canada. This provides a competitive advantage particularly in industries that are highly regulated and concerned about foreign data residency and consumer privacy. Additionally, the Resulting Issuer has significantly invested in a new cloud based, carrier grade mobile gateway technology that can scale quickly with multiple layers of backup for business continuity where uptime performance is critical.

With the acquisition of Fannex, the Resulting Issuer will leverage its existing SaaS platform to scale the number of live event venues quickly to provide access to fan audiences for brands through a single access point. Live event operators can be onboarded to the Fannex SaaS platform within 2-4 hours while competitors are required to build independent instances which takes weeks and results in a limited ability to easily aggregate fan audiences to execute national or regional fan engagement solutions.

The Resulting Issuer will also continue to invest in and acquire technology enabled solutions that consolidate access to fan audiences in live events, enhance digital fan engagement of fan audiences in live events, and expand its footprint in new markets and industry verticals.

Focusing on strengthening its core value proposition, expanding its footprint into new markets, increasing access to fan audiences, and improving digital fan engagement in combination with strong marketing and sales initiatives will help us navigate competitive challenges and market risks effectively, ensuring Resulting Issuer's long-term success.

Description of the Securities

Upon Completion of the Proposed Qualifying Transaction, the Cuspis Shares (on a post-Consolidation basis) will be the Resulting Issuer Shares, and the Cuspis Options (on a post-Consolidation basis) will be the Resulting Issuer Options. Upon Completion of the Proposed Qualifying Transaction, the IC Group Options will be the Resulting Issuer Replacement Options, the IC Group Unit Warrants will be the Resulting Issuer Replacement Warrants and the IC Group Broker Warrants will be the Resulting Issuer Replacement Broker Warrants. For a description of the attributes of the Cuspis Shares, please refer to "Part II – Information Concerning Cuspis – Description of the Securities" of this Filing Statement. please refer to "Part III – Information Concerning IC Group – Description of the Securities of IC Group" of this Filing Statement.

Pro Forma Consolidated Capitalization

The following table sets forth the pro forma share capital of the Resulting Issuer as of the date hereof on a consolidated basis, after giving effect to the Proposed Qualifying Transaction, including the completions of the Consolidation, the Share Split, and the Acquisitions.

Designation of Security	Amount authorized or to be authorized	Amount outstanding after Giving Effect to the Proposed Qualifying Transaction(1)
Resulting Issuer Shares	Unlimited	33,421,917
Resulting Issuer Options(2)	10% of the issued and outstanding Resulting Issuer Shares	2,366,431
Resulting Issuer Replacement Warrants	3,000,000	1,521,917
Resulting Issuer Replacement Broker Warrants	270,000	50,634

Notes:
(1) Subject to minor deviations as a result of effect of rounding at the individual shareholder level.
(2) For a description of the Resulting Issuer Options, please see "Security Based Compensation" below.

(3) Includes Cuspis Options, IC Group Options, and unissued options that are authorized for issuance.

Fully Diluted Share Capital

The following tables outline the expected number and percentage of securities of the Resulting Issuer to be outstanding on a non-diluted and fully diluted basis after giving effect to the Consolidation, the Share Split, the Proposed Qualifying Transaction, the Concurrent Financing, the Debt Rollover, and the Acquisitions:

	After Giving Effect to the Proposed Qualifying Transaction, the Concurrent Financing, the Debt Rollover, and the Acquisitions:
Security	Number	Percentage (undiluted)	Percentage (fully diluted)
Resulting Issuer Shares	-	-	-
Shares Issued	-	-	-
Cuspis Shares	2,900,000	9.09%	7.56%
IC Group Shares	29,000,000(1)	90.91%	75.65%
Concurrent Financing	1,205,250	N/A	3.6%
Debt Rollover:	316,667	N/A	0.95%
Subtotal:	33,421,917	100.0%	83.21%
Resulting Issuer Convertible Securities	-	-	-
Resulting Issuer Options (authorized, but unissued)	975,761(2)	N/A	2.55%
Resulting Issuer Replacement Options (Cuspis)	290,000(3)	N/A	0.76%
Resulting Issuer Replacement Options (IC Group)	2,076,431(4)	N/A	5.42%
Resulting Issuer Replacement Warrants	1,521,917(5)	N/A	3.97%
Resulting Issuer Replacement Broker Warrants	50,634(6)	N/A	0.13%
Total (fully diluted)	38,336,660	N/A	100.00%

Notes:
(1) Includes the issuance of 3,211,009 post-split IC Group Shares upon completion of the Fannex Acquisition.
(2) Based upon the terms of the Cuspis Option Plan, the Resulting Issuer can have a maximum number of Resulting Issuer Options equal to 10% of the issued and outstanding Resulting Issuer Shares. A total of 2,366,431 Resulting Issuer Options will be outstanding as of the date of the Proposed Qualifying Transaction leaving a balance of 975,761 Resulting Issuer Options available for issuance.
(3) A total of 290,000 Resulting Issuer Replacement Options are held by certain officers and directors of Cuspis, each entitling the holder to purchase one Resulting Issuer Share at an exercise price of $0.86, exercisable up to December 11, 2025.
(4) A total of 2,076,431 Resulting Issuer Replacement Options are held by certain officers, directors and employees of IC Group, each entitling the holder to purchase one Resulting Issuer Share at an exercise price of $0.73, exercisable up to December 31, 2034.
(5) A total of 1,205,250 Resulting Issuer Replacement Warrants will be issued to the purchasers of Subscription Receipts upon the closing of the Proposed Qualifying Transaction, and a further 316,667 Resulting Issuer Replacement Warrants will be issued in connection with the Debt Rollover. Each Resulting Issuer Replacement Warrant entitles the holder to purchase one Resulting Issuer Share at an exercise price of $1.20 per Resulting Issuer Share for a period of forty-eight (48) months following the date of the closing the Proposed Qualifying Transaction.
(6) A total of 50,635 Resulting Issuer Replacement Broker Warrants have been issued to the Agents in connection with the Concurrent Financing. Each Resulting Issuer Replacement Broker Warrant entitles the holder to purchase one Resulting Issuer Share at an exercise price of $1.00 per Resulting Issuer Share for a period of forty-eight (48) months following the date of the closing the Proposed Qualifying Transaction.

Available Funds and Principal Purposes

Available Funds

The following table sets forth the estimated available funds of the Resulting Issuer after giving effect to the Concurrent Financing as of December 31, 2024, and assuming the completion of the Acquisitions.

Estimated Available Funds	Based on Gross Proceeds of $1,205,250 under the Concurrent Financing
Estimated working capital of Cuspis as at December 31, 2024	$1,276,783
Estimate of working capital of IC Group as at December 31, 2024(1)	($756,656)
Operating Line (2)	$875,000
Loan Facility (Not Utilized) (3)	$500,000
Net Proceeds from the Concurrent Financing (4)	$1,119,616
Estimated available funds	$3,014,743

Notes:
(1) Estimated working capital of IC Group adjusted to eliminate one-time costs of $996,850 associated with the mobile messaging business transition in 2024 which impacted December 31, 2024, working capital position.
(2) Current operating line of credit with BMO for $875,000.
(3) Unused Portion of BMO Loan Facility of $500,000.
(4) After deduction of the $38,581.25 cash commission payable to certain Agents, $12,052.50 advisory fee payable to Research Capital Corporation, and $50,000 corporate finance fee payable Research Capital Corporation, of which $15,000 was paid as a deposit in June 2024.

Principal Purposes of Funds

Cuspis and IC Group anticipate that immediately following Closing of the Proposed Qualifying Transaction, the Resulting Issuer will have available funds of approximately $3,014,743, based on the estimated working capital of each of Cuspis and IC Group as of December 31, 2024 and other available funds. See the pro forma financial statements of the Resulting Issuer attached hereto as Schedule "E" and "Part IV - Information Concerning the Resulting Issuer - Available Funds and Principal Purposes - Available Funds". The Resulting Issuer intends to use the funds as set out below:

Principal Use of Available Funds	Amount
Fannex Acquisition (due on closing)	$200,000
Fannex Debenture Payment	$313,650
Investor Relations and Marketing	$161,500
Estimated Closing Costs(1)	$375,000
Estimated Unallocated Funds	$1,964,593
Total Uses	$3,014,743

Notes:
(1) Estimated Closing Costs include legal, accounting, advisory, transfer agent fees, printing and other miscellaneous costs associated with the Proposed Qualifying Transaction.

The Resulting Issuer will spend the available funds on completion of the principal purposes as indicated above.

Notwithstanding the foregoing, there may also be circumstances where, for sound business reasons, a reallocation of funds may be necessary for the Resulting Issuer to achieve these objectives. The Resulting Issuer may require

additional funds to fulfill all the Resulting Issuer's expenditure requirements to meet its objectives, in which case the Resulting Issuer expects to either issue additional equity securities or incur indebtedness. There is no assurance that additional funds required by the Resulting Issuer will be available if needed. However, it is anticipated that the available funds will be sufficient to satisfy the Resulting Issuer's objectives over the next 12 months.

Dividends

The proposed directors of the Resulting Issuer anticipate that the Resulting Issuer will retain all future earnings and other cash resources for the future operation and development of its business, and accordingly, do not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends will be at the discretion of the board of the directors of the Resulting Issuer after considering many factors including the Resulting Issuer's operating results, financial condition, and current and anticipated cash assets.

Principal Securityholders

To the knowledge of IC Group or Cuspis, upon Closing, no person will beneficially own, directly or indirectly, or exercise control or direction over more than 10% of the equity of the Resulting Issuer except as follows

Name and Municipality of Residence	Number of Resulting Issuer Shares Owned	Percentage of Resulting Issuer Shares After Giving Effect to the Proposed Qualifying Transaction	Type of Ownership
Duncan McCready Oakville, Ontario^{(1)}	11,136,882	33.32%	Direct/Indirect
Michael Svetkoff Oakville, Ontario^{(2)}	5,873,596	17.57%	Direct/Indirect

Notes:

(1) 10,986,882 shares will be owned or controlled by Duncan McCready, through his personal holdings (5,989,638 Resulting Issuer Shares), and the balance (4,997,244 Resulting Issuer Shares) through a voting trust agreement made as of October 31, 2024 ("McCready Voting Trust") between Duncan McCready, Heather MacTavish, Morgan McCready, Gavin McCready, and Tyler McCready. Heather MacTavish, Morgan McCready, Gavin McCready, and Tyler McCready each own 1,249,311 Resulting Issuer Shares respectively. Heather MacTavish is Duncan's spouse, and Morgan, Gavin, and Tyler are Duncan's children. 150,000 Resulting Issuer Shares will be owned by 5304709 Manitoba Ltd., resulting from the Debt Rollover. Pursuant to the McCready Voting Trust, Duncan McCready has been appointed by his wife and children as the "Voting Trustee", and is the sole holder of the right to vote their shares.

(2) 4,852,875 Resulting Issuer Shares will be owned by Echo Bay Strategic Yield Fund, inclusive of 166,667 Resulting Issuer Shares pursuant to the Debt Rollover, 1,020,722 Resulting Issuer Shares will be held by QU-Holdings Inc., a company controlled by Michael Svetkoff.

Name, Address, Occupation and Security Holdings

The following are the names and municipalities of residence of each proposed director and officer of the Resulting Issuer, the positions and offices to be held with the Resulting Issuer, their respective principal occupations within the five preceding years and the number and percentage of common shares of the Resulting Issuer which will be held by each of them on completion of the Amalgamation, after giving effect to the Concurrent Financing, the Debt Rollover, and the Acquisitions. Each director will hold office until the next annual meeting of the Resulting Issuer unless their office is earlier vacated in accordance with the CBCA.

Name and Municipality of Residence	Position to be Held with the Resulting Issuer	Principal Occupation for the last five years	Number of Resulting Issuer Shares After Giving Effect to the Proposed Qualifying Transaction(1)	Percentage of Resulting Issuer Shares After Giving Effect to the Proposed Qualifying Transaction(1)
Duncan McCready
Oakville, Ontario	President, Chief Executive Officer, and Director	President of IC Group; CEO of Insured Creativity.	11,136,882(2)	33.32%
Marc Caron
Winnipeg, Manitoba	Director; Officer (Corporate Secretary)	COO IC Group Inc.	2,866,409(3)	8.58%
Michael Svetkoff
Oakville, Ontario	Director	Private investor.	5,873,596(4)	17.57%
C. Fraser Elliott
Toronto, Ontario	Director	President, CFE Financial Inc.	296,273(5)	0.89%
Jack Schoenmakers
St. Catherine, Ontario	Director	President, Schoevest Investment Inc.	173,073(5)(6)	0.52%
John Penhale
Oakville, Ontario	Officer: CFO	Contract CFO for Private and Public Cos.	230,394	0.69%
David Sasaki
Oakville, Ontario	Officer: President - Insured Creativity Inc.	President and SVP Sales at Insured Creativity Inc.	2,452,192	7.34%
Dylan MacTavish
Burlington, Ontario	Officer: Principal Broker - Insured Creativity Inc.	Principal Broker, Underwriter at Insured Creativity Inc.	139,528	0.42%
Kemal Leslie
Winnipeg, Manitoba	Senior Vice-President – Fannex	Founder and CEO of Fannex	517,010	1.55%
Total			23,685,358	70.87%

Notes:
1. Upon completion of the Proposed Qualifying Transaction, it is expected that there will be approximately 33,421,917 Resulting Issuer Shares (on a non-diluted basis) issued and outstanding following completion of the Concurrent Financing for gross proceeds of $1,205,250, and assuming completion of the Debt Rollover in the aggregate amount of $316,667, the Consolidation, and the Acquisitions.
(8) 10,986,882 shares will be owned or controlled by Duncan McCready, through his personal holdings (5,989,638 Resulting Issuer Shares), and the balance (4,997,244 Resulting Issuer Shares) through a voting trust agreement made as of October 31, 2024 ("McCready Voting Trust") between Duncan McCready, Heather MacTavish, Morgan McCready, Gavin McCready, and Tyler McCready. Heather MacTavish, Morgan McCready, Gavin McCready, and Tyler McCready each owns 1,249,311 Resulting Issuer Shares respectively. Heather MacTavish is Duncan's spouse, and Morgan, Gavin, and Tyler are Duncan's children. 150,000 Resulting Issuer Shares will be owned by 5304709 Manitoba Ltd. (a corporation owned by Duncan McCready), resulting from the Debt Rollover. Pursuant to the McCready Voting Trust, Duncan McCready has been appointed by his wife and children as the "Voting Trustee" and is the sole holder of the right to vote their shares.
2. 2,531,929 shares held by Paradyme Consulting Inc., a corporation controlled by Marc Caron and 334,480 shares held directly by Marc Caron.
3. 4,852,875 shares owned by Echo Bay Strategic Yield Fund of which 166,667 are a result of the Debt Rollover, and 1,020,722 Resulting Issuer Shares will be held by QU-Holdings Inc., a company controlled by Michael Svetkoff.
4. Shares held or beneficially owned include shares of Cuspis held by Cuspis Capital Partners Ltd. ("CCPL"), a company in which Mr. Schoenmakers and Mr. Elliott are shareholders. Mr. Schoenmakers and Mr. Elliott are allocated 30,489 shares each of those held by Cuspis Capital Partners Ltd. which equate to 7,073 Resulting Issuer Shares, for each of them.
5. 141,000 shares are held by Schoevest Investment Inc., a corporation controlled by Jack Schoenmakers and 32,073 will be owned in accounts of which Mr. Schoenmakers is the beneficial owner.

At the Cuspis Meeting, the Cuspis Shareholders conditionally elected a slate of five (5) individuals to serve as directors of the Resulting Issuer. The election of such persons was contingent on the closing of the Proposed Qualifying Transaction.

The term of office of the directors expires annually at the time of the Resulting Issuer's annual general meeting or when or until their successor is duly appointed or elected. The term of office of the Resulting Issuer's executive

officers expires at the discretion of the Resulting Issuer’s directors. Three of the directors of the Resulting Issuer will not be independent of the Resulting Issuer within the meaning of National Instrument 58-101, being Duncan McCready, Michael Svetkoff and Marc Caron, the proposed Officers of the Resulting Issuer. The remaining proposed directors of the Resulting Issuer, namely C. Fraser Elliott and Jack Schoenmakers, are independent within the meaning of National Instrument 58-101.

Shareholdings of Directors and Executive Officers

As at the date of this Filing Statement, after giving effect to the Proposed Qualifying Transaction (including the Concurrent Financing, the Debt Rollover, and the Acquisitions), the proposed directors and executive officers of the Resulting Issuer, as a group, will own, directly or indirectly, approximately 23,168,348 Resulting Issuer Shares, representing approximately 69.32% of the issued and outstanding Resulting Issuer Shares (on a non-diluted basis), and assuming no convertible securities are exercised.

Biographies of Directors and Executive Officers

The following is a brief description of each of the proposed directors and executive officers of the Resulting Issuer.

Duncan McCready – President, Chief Executive Officer and Director, Age 59

Duncan, with more than 30 years of brand-activation, and promotion-tech experience working with global brands, is a co-founder of IC Group and Insured Creativity, and provides overall leadership and strategic direction. Duncan led the MBO of IC Group in 2015, prior successful exits in 1997 and 2006, and more recently led the acquisition by IC Group of 2 marketing service businesses. Outside of IC Group, Duncan supports the development of new startups through mentorship and board level participation. Duncan has been on IC Group’s board since 2015.

Marc Caron – COO and Director of IC Group, Age 59

Marc is a senior executive (BSc. EE, P.Eng., MBA, CMC, ISACA-CRISC) with over 30 years’ of international business and M&A experience bridging the disciplines of operations, information technology, data security and business leadership. Marc mentors new entrepreneurs and business startups in the community, playing active board and advisory roles to support growth. Marc has been on IC Group’s board since 2015 and leads IC Group’s delivery, technology, and information security teams.

Michael Svetkoff – Director, Age 53

Mike is a director and investor in IC Group and brings 30 years of senior executive experience in corporate finance and private equity. Mike has been involved in 100+ transactions and $1B of private equity. Mike has been on IC Group’s board since 2015.

C. Fraser Elliott – Director, Age 68

Since 1987, Mr. Elliott has been the President of CFE Financial Inc. (“CFE”), a private investment banking company, which has provided consulting and financial services including mergers, acquisitions, and structured financings to a variety of businesses in both the public and private sectors to assist in their growth. Mr. Elliott obtained his B.A. in Economics from the University of Western Ontario and his Honors Bachelor of Commerce, Accounting from the University of Windsor.

Mr. Elliott was Chief Financial Officer of Tangarine Payment Solutions Corp. (“Tangarine Corp.”), a public company which he had listed on the TSX Venture Exchange and then arranged for the successful sale of the business in March 2009. In May 2009, Mr. Elliott became Chairman of Gowest Gold Ltd., a publicly listed gold exploration and development company (TSX-V: GWA), which became a private corporation in September 2024. He has been active in raising the profile of the business, including the completion of a number of financings totaling approximately $120 million. Between 2011 to 2013, Mr. Elliott was appointed Chief Financial Officer of ONEnergy Inc. (TSX-V: OEG, formerly Look Communications Inc.) and Unique Broadband Systems, Inc. (NEX: KUR). He resigned his position from Unique Broadband Systems, Inc. in July 2013, and he resigned from

ONEnergy Inc. in February 2014. He resigned as a director of Sylogist Ltd. (TSX-V:SYZ) in August 2020, where he served as Chairman of the audit committee.

He currently sits on the board of Cuspis Capital II Ltd. (TSX-V:CCII.P), Gowest Gold Ltd., and is Managing Director of Cuspis Capital Partners Ltd.

He has served on a variety of school and charitable organization boards during the prior 25 years.

Jack Schoenmakers – Director, Age 66

Mr. Schoenmakers has spent the majority of his working career in the energy industry. Mr. Schoenmakers is currently President of Schoevest Investment Inc., Managing Director of Cuspis Capital Partners Ltd., and presently serves on the board of Cuspis Capital II Ltd. (TSX-V: CCII.P) and also has served on venture listed company boards, including Thermal Energy International Inc. (from 2012-2018; TSX-V: TMG) and Tribute Resources Inc. (from 2005-2018; TSX-V: TRB). Mr. Schoenmakers has also sat on the Boards of several private companies including Nothing But Nature (from 2005-2017) which was acquired by Greenspace Brands Inc. (TSXV: JTR) in January of 2017. Mr. Schoenmakers co-founded and acted as President of Ontario Energy Savings Corp., (previously traded as Just Energy Group Inc. on the TSX under the symbol “JE”). Mr. Schoenmakers was previously a board member of the Ontario Energy Association and past chair of the Ontario Energy Marketers Association. Mr. Schoenmakers obtained his B.A. in Economics from the University of Waterloo.

John Penhale, Chief Financial Officer – IC Group Holdings Inc (Oakville, Ontario), Age 59

Mr. Penhale, a Chartered Professional Accountant, is currently a consultant to IC Group. He is a seasoned financial executive, having served in senior finance, risk management and treasury roles in private and public companies, including CIBC’s Merchant Bank.

David Sasaki – President – Insured Creativity, Age 55 (Oakville, Ontario)

David has held various senior executive roles in the insurance industry spanning 30 years, specifically in the startup and emerging stage business environments. David developed multiple sales offices as an entrepreneur in the Life and Health sector, had a successful exit in 2012 and was a part of the MBO of IC Group in 2015. David leads Insured Creativity’s MGA underwriting group dedicated to the sports, entertainment, live event, and promotions industries, as well as its proprietary SaaS insurance platform for brokers and underwriters. David has been with IC Group since 2012 and has been an Officer of Insured Creativity Inc. since 2022.

Dylan MacTavish – Principal Broker – Insured Creativity – Age 35 (Oakville, Ontario)

Since joining the Insured Creativity Inc. in 2013, Dylan has become a leader in sports, entertainment insurance solutions. Dylan leads a team of underwriters managing a global book of insurance business innovating risk management solutions with Lloyd’s Underwriters and clients in Asia, Australia, United Arab Emirates, Europe, United Kingdom, United States, and Canada.

Kemal Leslie, (Senior Vice-President – Fannex) (Winnipeg, Manitoba), Age 57

Kemal is the founder, of Fannex, a software as a service platform now serving over 60 sports franchises in North America and Europe. The platform enhances fan engagement across live audiences by enabling teams and brands to deliver branded content to digitally engage fans on their mobile devices and through in-venue digital display boards. It is deployed in front of 25+ million attendees annually offering valuable marketing tools and audience analytics. Prior to starting the company, Kemal spent 15 years in sales leadership roles at DCM (Formerly, Reynolds and Reynolds) in document management solutions and more recently at GE Capital managing sales of $150 million a year in new commercial asset-based financing prior to starting up Fannex. Kemal graduated out of Economics and Computer Science at the University of Manitoba.

Promoter Consideration

The Resulting Issuer does not expect to have any promoters other than its directors and officers, nor has the Resulting Issuer or IC Group had a promoter other than such persons within the two years immediately preceding the date of this Filing Statement.

Corporate Cease Trade Orders or Bankruptcies

Other than as set forth below, no proposed director, officer or promoter of the Resulting Issuer, or any shareholder anticipated to hold sufficient number of securities of the Resulting Issuer to materially affect the control of the Resulting Issuer, is, or, within 10 years before the date of this Filing Statement, has been, a director, officer or promoter of any person or company that, while that person was acting in that capacity:

(a) was the subject of a cease trade or similar order that denied the relevant company access to any exemptions under applicable securities legislation that was in effect for a period of more than 30 consecutive days; or

(b) 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 the assets of that person.

C. Fraser Elliott, a proposed director of the Resulting Issuer, was the CEO, Corporate Secretary and Director of Pivotal Financial Corp. until his resignation on June 22, 2022. On August 9, 2021, Pivotal Financial Corp. was subject to a trade halt, in relation to the qualifying transaction with Global Food and Ingredients Inc. Pivotal Financial Corp. resumed trading on June 17, 2022, following the closing of the qualifying transaction.

Penalties or Sanctions

No proposed director, officer or promoter of the Resulting Issuer, or any shareholder anticipated to hold a sufficient number of securities of the Resulting Issuer to materially affect control of the Resulting Issuer; is, or, within the last 10 years, has been:

(a) subject to any other 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) subject to any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body, that would be likely to be considered important to a reasonable investor making an investment decision.

Personal Bankruptcies

No proposed director, officer or promoter of the Resulting Issuer, or any shareholder anticipated to hold sufficient securities of the Resulting Issuer to materially affect the control of the Resulting Issuer, or a personal holding company of any such persons, has, within the last 10 years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the individual.

Conflicts of Interest

Directors and officers of the Resulting Issuer may also serve as directors and/or officers of other companies and may be presented from time to time with situations or opportunities which give rise to apparent conflicts of interest which cannot be resolved by arm's-length negotiations but only through exercise by the officers and directors of such judgment as is consistent with their fiduciary duties to the Resulting Issuer which arise under applicable corporate law, especially insofar as taking advantage, directly or indirectly, of information or opportunities acquired in their capacities as directors or officers of the Resulting Issuer. It is expected that all conflicts of interest will be resolved in accordance with the OBCA, the policies of the Exchange and all other applicable securities laws, regulations and policies. It is expected that any transactions with officers and directors will be on terms consistent with industry

standards and sound business practice in accordance with the fiduciary duties of those persons to the Resulting Issuer, and, depending upon the magnitude of the transactions and the absence of any disinterested board members, may be submitted to the shareholders for their approval.

Other Reporting Issuer Experience

The following table sets out the proposed directors, officers and promoters of the Resulting Issuer that are, or have been within the last five years, directors, officers or promoters of other reporting issuers:

Name	Name and Jurisdiction of Reporting Issuer	Exchange or Market	Position	From	To
Jack Schoenmakers	Cuspis Capital II Ltd. CCII.P	TSX-V	Director	2022	Current
	Thermal Energy International TMG	TSX-V	Director	2012	2018
	Tribute Resources Inc. TRB	TSX-V	Director	2005	2018
	Cuspis Capital III Ltd. CIII.P	TSX-V	Director	2022	2024
	Cuspis Capital Ltd. CUSP.P	TSX-V	Director	2018	2021
C. Fraser Elliott	Gowest Gold Ltd.	TSX-V	Director, Executive Chairman	May 2009	2024
	Sylogist Ltd.	TSX-V	Director	May 2008	August 2020
	Cuspis Capital Ltd.	TSX-V	Director	February 2019	April 2021
	Cuspis Capital II Ltd.	TSX-V	Director	September 2019	Present
	Dealnet Capital Corp.	TSX-V	Director	November 2014	April 2015
	Pivotal Financial Corp.	TSX-V	CEO, Corporate Secretary, Director	March 2021	June 22, 2022
	Cuspis Capital III Ltd.	TSX-V	Director	February 2022	February 2024

Audit Committee

The Audit Committee’s Charter

The full text of the Resulting Issuer’s Audit Committee Charter is appended hereto as Schedule “F”.

Composition of the Audit Committee

It is anticipated that the Audit Committee will be comprised of three directors as follows: Michael Svetkoff, C. Fraser Elliott, and Jack Schoenmakers, two of whom are “independent”, as such term is defined within the meaning of National Instrument 52-110, being C. Fraser Elliott, and Jack Schoenmakers. Michael Svetkoff may not be considered “independent” as he will be a shareholder holding or controlling more than 10% of the voting rights attached to the Common Shares of the Resulting Issuer, as well as having been a consultant to IC Group within the last three years. Each proposed member of the Audit Committee is also “financially literate”, as such term is defined within the meaning of National Instrument 52-110, and possesses education or experience that is relevant for the performance of their responsibilities as Audit Committee members.

Relevant Education and Experience

All of the proposed members of the Audit Committee have extensive experience in financial matters, through their participation in the management of private and publicly traded companies, and each has a broad understanding of accounting principles used by IC Group and hence the Resulting Issuer to prepare financial statements and varied

experience as to the general application of such accounting principles, as well as an understanding of its internal controls and procedures for financial reporting. In addition to each Audit Committee member’s general business experience, see “Part IV – Information Concerning the Resulting Issuer - Biographies of Directors and Executive Officers”, above, for additional detail regarding each member’s education and experience which is potentially relevant to the performance of their responsibilities as audit committee members.

Exemptions

As the Resulting Issuer will be listed on the TSXV, it will be a “venture issuer” and may avail itself of the exemption in Section 6.1 of NI 52-110, which provides that venture issuers are not required to comply with the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110. Part 3 of NI 52-110 requires the independence of each member of an audit committee, subject to limited exemptions. Part 5 of NI 52-110 requires the disclosure of audit committee information in an annual information form. It is expected that the Resulting Issuer will also rely on the exemption in Part 3 as not all of the members of its Audit Committee may be considered independent, and it is expected that it will also rely on the exemption in Part 5 because, as a venture issuer, it is not required to file an annual information form.

Pre-Approval of Policies and Procedures

Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted by the Resulting Issuer. It is proposed that the engagement of non-audit services will be, considered by the board of directors, and where applicable by the Audit Committee, on a case-by-case basis.

Corporate Governance

Board of Directors

The proposed Resulting Issuer Board intends to exercise independent supervision over management through frequent meetings of the board and meetings with senior management.

Two of the directors of the Resulting Issuer will be considered independent as such term is defined in NI 52-110, being C. Fraser Elliott and Jack Schoenmakers, the proposed five directors of the Resulting Issuer.

Directorships

For a list of the proposed directors’ directorships in other reporting issuers in the past five years, please see “Part IV – Information Concerning the Resulting Issuer – Other Reporting Issuer Experience”, above.

Orientation and Continuing Education

The Resulting Issuer has not yet developed an official orientation or training program for directors or for the continuing education of directors. If and when new directors are added, however, it is expected that they will have the opportunity to become familiar with the Resulting Issuer through meetings with the other directors and officers of the Resulting Issuer. As each director has a different skill set and professional background, orientation and training activities will be tailored to the particular needs and experience of each director. It is expected that inquiries will be handled by the board of directors on a case-by-case basis with outside consultation, if required. The Resulting Issuer plans to make continuing education available to directors as the need or opportunity arises, and encourages open discussion at all meetings to foster and encourage critical thinking and learning.

Ethical Business Conduct

The Resulting Issuer has not adopted a written code of ethics for its directors, officers, employees and consultants. The board of directors, however, is expected to conduct itself with high business and moral standards and follow all applicable legal and financial requirements, and set an example for management.

The proposed board considers that the fiduciary duties placed on individual directors by the Resulting Issuer’s governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate legislation on the individual director’s participation in decisions of the board in which the director has an interest, are sufficient to ensure that the board operates independently of management and in the best interests of the Resulting Issuer and its shareholders.

Nomination of Directors

It is expected that the Resulting Issuer Board, as a whole, will be responsible for identifying, as needed, new candidates for the board of directors and recommending director nominees for the next annual meeting of the shareholders.

Compensation

It is expected that the Resulting Issuer Board and the Compensation Committee will be responsible for determining all forms of compensation for directors, the Chief Executive Officer, and other senior officers of the Resulting Issuer, including fees and salaries, bonuses and long-term incentives in the form of stock options and awards.

When determining the compensation of officers of the Resulting Issuer, the Resulting Issuer Board intends to consider: (i) recruiting and retaining officers critical to the success of the Resulting Issuer and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and the Resulting Issuer’s shareholders; and (iv) rewarding performance, both on an individual basis and with respect to operations in general.

In making its decisions, the Resulting Issuer Board will rely upon the general experience of its committee members, but as needed may retain and otherwise consult with outside consultants to provide independent reports on compensation paid by comparable companies. Please see “Compensation Discussion and Analysis” for further information.

Other Board Committees

It is expected that following the completion of the Proposed Qualifying Transaction, the Resulting Issuer Board will appoint the Compensation Committee which will be responsible for ensuring that the Resulting Issuer has in place an appropriate plan for executive compensation and for making recommendations to the Resulting Issuer Board with respect to the compensation of the Resulting Issuer’s executive officers. The Compensation Committee of the Resulting Issuer is proposed to be comprised of: Michael Svetkoff, C. Fraser Elliott and Jack Schoenmakers.

The Compensation Committee’s responsibilities will include: reviewing and approving the compensation of the Chief Executive Officer and other officers of the Resulting Issuer appointed by the Resulting Issuer Board; reviewing and approving the compensation policies, plans and programs for the Resulting Issuer’s executive officers and other senior management, as well as its overall compensation plans and structure; reviewing and discussing with management and recommending to the Resulting Issuer Board the disclosure to be included under the caption “Executive Compensation” for use in any annual reports, prospectuses, proxy circulars or information circulars; and recommending to the board of directors the compensation for directors; administering the Resulting Issuer Option Plan and share compensation arrangements.

The Compensation Committee will seek to ensure an objective process for determining compensation through compliance with the board’s conflicts of interest guidelines. The Compensation Committee will review the various compensation elements both individually and in total to seek alignment with the Resulting Issuer’s compensation program objectives. The Compensation Committee will then make recommendations on all executive pay, short-term incentives, and long-term incentive options to the Resulting Issuer Board for approval.

Assessments

It is expected that the effectiveness of the Resulting Issuer Board, its committees and individual directors will be assessed on an ongoing basis by the board of directors. The Resulting Issuer Board has not, yet, adopted formal procedures for assessing the effectiveness of the board, committees, or individual directors. The Resulting Issuer Board will monitor and from time to time discuss the adequacy of information given to directors, the effectiveness of communications between board members themselves and between the board and management, and the processes of the board and its committees. Directors will be encouraged to discuss any perceived issues or weaknesses that they feel may impair the effective operation of the board.

Executive Compensation

Compensation Discussion and Analysis

It is expected that the Compensation Committee will ensure that total compensation paid to all NEOs is fair and reasonable and is consistent with the Resulting Issuer’s compensation philosophy. The objective is to establish annual and long-term incentive plans that align compensation and performance, are competitive, consistent with company objectives and provide an appropriate mix of cash and stock compensation. It is expected that the Resulting Issuer’s compensation philosophy will be to foster entrepreneurship at all levels of the organization through, among other things, the granting of stock-based compensation, which could be a significant component of executive compensation. This approach assumes that the performance of the Resulting Issuer Share price over the long term is an important indicator of long-term performance.

It is expected that the Resulting Issuer’s compensation philosophy will be based on the following fundamental principles:

a. Compensation programs align with shareholder interests – the Resulting Issuer aligns the goals of executives with maximizing long term shareholder value; and
b. Performance sensitive – compensation for executive officers should be linked to individual performance company milestones and market performance of the Resulting Issuer and fluctuate with the performance; and
c. Offer market competitive compensation to attract and retain talent – the compensation program should provide market competitive pay in terms of value and structure to retain existing employees who are performing according to their objectives and to attract new individuals of the highest caliber.

Aggregate compensation for each NEO is expected to be designed to be competitive. It is expected that the compensation committee will review from time to time the compensation practices of comparable companies when considering the Resulting Issuer’s executive compensation policy.

From time to time, on an ad hoc basis, it is expected that the Compensation Committee will review data related to compensation levels and programs of various companies that are similar in size to the Resulting Issuer and operate within the biotechnology industry. It is expected that the Compensation Committee will also rely on the experience of its members as officers and/or directors at other companies in similar lines of business as the Resulting Issuer in assessing compensation levels.

Executive Compensation

Currently, Duncan McCready (CEO of the Resulting Issuer) has signed an employment agreement with IC Group pursuant to which he is paid an annual salary of $300,000 per annum. John Penhale (CFO of the Resulting Issuer) has signed an independent contractor agreement with IC Group entitling him to compensation at a rate of CDN$150.00 per hour, or approximately $300,000 per annum. Marc Caron (Corporate Secretary of the Resulting Issuer) has signed an independent contractor agreement with IC Group entitling him to compensation at a rate CDN$150.00 per hour; limited to $308,000 per annum. Each of these individuals is entitled to participate in the Resulting Issuer Option Plan and bonuses as determined by the Board of Directors of the Resulting Issuer. On completion of the Proposed Qualifying Transaction, it is expected that Duncan McCready, John Penhale and Marc Caron will be the only NEOs of the Reporting Issuer and will continue to receive their compensation pursuant to their respective employment and independent contractor agreements with IC Group. See “IC Group - Employment, Consultant and Management Agreements” for further details of the current compensation payable to the NEOs of the Resulting Issuer.

Following Completion of the Proposed Qualifying Transaction, the Resulting Issuer Board will hold a meeting to review the compensation of certain officers and members of senior management of the Resulting Issuer. The terms and conditions of any adjustments to terms of employment have not yet been determined and will be subject to the prior approval of the Resulting Issuer Board. See “Part III – Information Concerning IC Group - Employment, Consultant and Management Agreements”. It is anticipated that each NEO will be eligible for an annual incentive award that will have a stock-based and cash-based component, with the amount of the annual incentive award to be aligned with the individual’s annual performance as well as the Resulting Issuer’s performance.

Aligning the Interests of the NEOs with the Interests of the Shareholders of the Resulting Issuer

Transparent, objective and easily verified corporate goals, combined with individual performance goals, is expected to play an important role in creating and maintaining an effective compensation strategy for the NEOs. It is expected that the planned objectives of the Resulting Issuer will be to establish benchmarks and targets for its NEOs which, if achieved, will enhance shareholder value. It is expected that a combination of fixed and variable compensation will be used to motivate executives to achieve overall corporate goals. It is expected that the three basic components of the Resulting Issuer’s executive officer compensation program will be: (i) fixed salary; (ii) annual incentives (cash bonus); and (iii) stock and award-based compensation.

It is expected that the fixed salary will comprise a portion of the total cash-based compensation; however, annual incentives and option-based compensation represent compensation that is “at risk” and thus may or may not be paid to the respective executive officer depending on: (i) whether the executive officer is able to meet or exceed their applicable performance targets; and (ii) market performance of the Resulting Issuer Shares. To date, no specific formulae have been developed to assign a specific weighting to each of these components. Instead, the Resulting Issuer Board is expected to consider each performance target and the Resulting Issuer’s performance and assigns compensation based on this assessment and the recommendations of the Compensation Committee.

Base Salary

It is expected that the Compensation Committee and the Resulting Issuer Board will approve the salary ranges for the NEOs. The base salary review for each NEO will be based on assessment of factors such as current competitive market conditions, compensation levels within compensation practices of similarly situated companies and particular skills, such as leadership ability and management effectiveness, experience, responsibility and proven or expected performance of the particular individual. It is expected that the Resulting Issuer may consider comparative data for the Resulting Issuer’s peer group which would be accumulated from a number of external sources including independent consultants. The Resulting Issuer’s policy for determining salary for executive officers is expected to be consistent with the administration of salaries for all other employees.

Annual Incentives

It is expected that the Resulting Issuer, in its discretion, may award annual incentive awards in order to motivate executives to achieve both short term and long terms corporate goals. It is expected that the Compensation Committee and the Resulting Issuer Board will approve an annual incentive award that could include both a cash based and stock-based component. The success of NEOs in achieving their individual objectives and their contribution to the Resulting Issuer in reaching its overall goals are to be factors in the determination of their annual bonus. The process will see the CEO provide a recommendation on the awards for the other senior executives to the Compensation Committee. The Compensation Committee will review the recommendation and provide its recommendation on the annual incentive awards for the senior executive as well as for the CEO to the Resulting Issuer Board. The Resulting Issuer Board will make the final decision on the incentive awards.

It is expected that the Compensation Committee will assess each NEO’s performance based on their respective contribution to the achievement of the predetermined corporate objectives, as well as to needs of the Resulting Issuer that arise on a day-to-day basis. This assessment is expected to be used by the Compensation Committee in developing its recommendations to the Resulting Issuer Board with respect to the determination of annual bonuses for the NEOs.

It is expected that the Resulting Issuer Board will rely heavily on the recommendations of the Compensation Committee in granting annual incentives.

As Part of the Annual Incentive Awards

The Resulting Issuer intends to grant Resulting Issuer Options to its directors, officers, employees, and consultants; however, the details of such grants have not yet been determined and will be subject to the prior approval of the Resulting Issuer Board. The value of option-based awards will be calculated according to the Black-Sholes valuation methodology to quantify the dollar value of the award. Such stock options are expected to be granted under the Resulting Issuer Option Plan in effect upon Completion of the Proposed Qualifying Transaction. For an overview of the Resulting Issuer Option Plan, please see the discussion under the heading “Part II – Information Concerning Cuspis – Cuspis Option Plan”.

Compensation of Executives

It is expected that the Resulting Issuer Board will approve a targeted annual incentive award for each NEO at the beginning of each financial year. The targeted amounts are expected to be determined by the Compensation Committee based on several factors, including comparable compensation of similar companies. Achieving predetermined individual and/or corporate targets and objectives, as well as general performance in day-to-day corporate activities, is expected to trigger the award of a bonus payment to the NEOs. The NEOs are expected to receive a partial or full incentive payment depending on the number of the predetermined targets met and the Compensation Committee’s and the Resulting Issuer Board’s assessment of overall performance. It is expected that the determination as to whether a target has been met will ultimately be made by the Resulting Issuer Board and the Resulting Issuer Board will reserve the right to make positive or negative adjustments to any bonus payment if they consider them to be appropriate.

Pension Plan Benefits

During the 12-month period following Completion of the Proposed Qualifying Transactions, it is not expected that the Resulting Issuer will provide for defined benefit plans or defined contribution plans, being plans that provide for payments or benefits at, following, or in connection with retirement, or provide for deferred compensation plans.

Compensation of Directors

The directors of the Resulting Issuer will be remunerated for their services; however, the amounts of such fees will be determined at the discretion of the board of directors of the Resulting Issuer following Completion of the Proposed Qualifying Transaction. It is expected that there will be a stock-based and a cash-based component to directors’ compensation, as well as differential compensation for the Chair. The value of option-based awards will be calculated according to the Black-Sholes valuation methodology to quantity the dollar value of the award. The Resulting Issuer may also grant Resulting Issuer Options to directors in recognition of the time and effort that such directors devote to the Resulting Issuer.

Indebtedness of Directors and Officers

No individual who is, or at any time since the beginning of the most recently completed financial year of Cuspis or IC Group, was, a director or officer of Cuspis or IC Group, no proposed director or officer of the Resulting Issuer, and no associate of any such director, officer or proposed nominee, is indebted to Cuspis or IC Group or any of its subsidiaries (other than for “routine indebtedness” as defined by applicable securities legislation) or has any indebtedness that is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Cuspis, IC Group or any of its subsidiaries.

Investor Relations Arrangements

onboarding meeting or payment date, whichever date is later. As compensation for the Services, IC Group and/or the Resulting Issuer will pay Market One a fee of $100,000 + GST.

Market One does not and will not have any beneficial ownership, control or direction over any securities of the Resulting Issuer, and will not have any rights or options to acquire securities of the Resulting Issuer, in full or as partial compensation for the Services provided to IC Group and/or the Resulting Issuer.

Options to Purchase Securities

The following table sets out information, as of the date of this Filing Statement, of stock options to purchase Resulting Issuer Shares that will be held upon completion of the Proposed Qualifying Transaction to the extent presently known:

Holder of Resulting Issuer Options	Number of Holders	Resulting Issuer Shares Underlying Resulting Issuer Options and Resulting Issuer Replacement Options	Exercise Price Range ($)	Expiry Date Range
All proposed executive officers of the Resulting Issuer as a group.	3	457,565	$0.73^{(1)}	31-Dec-34
Proposed and Former executive officers of all subsidiaries	2	108,943	$0.73	31-Dec-34
All proposed directors of the Resulting Issuer as a group who are not also officers.	3	145,000	$0.86^{(2)}	11-Dec-25
All other employees of the Resulting Issuer as a group.	22	1,286,223	$0.73	31-Dec-34
All consultants of the Resulting Issuers as a group.	3	223,700	$0.73	31-Dec-34
Former officers and directors of Cuspis not already considered above.	2	145,000	$0.86	11-Dec-25
Former officers and directors of IC Group not already considered above.	Nil	Nil	Nil	Nil
Total	35	2,366,431	$0.73-$0.86	December 11, 2025 to December 31, 2034

Notes:
1. Pursuant to a grant of IG Group Options made to certain employees, officers and directors of IC Group on September 17, 2024 pursuant to the IC Group Stock Option Plan at an exercise price of $5.76 per IC Group Share; based upon the Exchange Ratio and conversion of the IC Group Options to Resulting Issuer Options, the exercise price of the IC Group Options will be equivalent to $0.73 per Resulting Issuer Share.
2. Pursuant to a grant of Cuspis Options made to certain officers and directors of the Cuspis on December 11, 2022 under the Cuspis Option Plan.
3. Each Resulting Issuer Option is exercisable into one (1) Resulting Issuer Share.

Resulting Issuer Option Plan

Upon Completion of the Proposed Qualifying Transaction, the Resulting Issuer will adopt the Cuspis Option Plan. For a description of the attributes of the Cuspis Option Plan, please refer to "Part II – Information Concerning Cuspis – Cuspis Option Plan" of this Filing Statement. A Copy of the Cuspis Option Plan may be inspected at no charge during regular business hours upon received written request one (1) Business Day in advance at the principal offices of Cuspis until Closing and at the principal offices of the Resulting Issuer for a period of 30 days thereafter.

Other Security Based Compensation

The following table sets out information, as of the date of this Filing Statement, of the Resulting Issuer Replacement Warrants to purchase Resulting Issuer Shares that will be held upon completion of the Proposed Qualifying Transaction to the extent presently known:

Holder of Resulting Issuer Replacement Warrants	Number of Holders	Resulting Issuer Shares Underlying Resulting Issuer Replacement Warrants	Exercise Price Range ($)	Expiry Date Range
CDS & Co.	17	816,500	$1.20	48 months from the date of the Proposed Qualifying Transaction
Concurrent financing direct settlement subscribers	10	388,750	$1.20	48 months from the date of the Proposed Qualifying Transaction
Debt Rollover	2	316,667	$1.20	48 months from the date of the Proposed Qualifying Transaction
Research Capital Corporation	1	22,130	$1.00	48 months from the date of the Proposed Qualifying Transaction
Research Capital Corporation	1	19,827	$1.00	48 months from the date of the Proposed Qualifying Transaction
iA Private Wealth Inc.	1	900	$1.00	48 months from the date of the Proposed Qualifying Transaction
Ventum Financial Corp.	1	5,833	$1.00	48 months from the date of the Proposed Qualifying Transaction
Ventum Financial Corp.	1	1,944	$1.00	48 months from the date of the Proposed Qualifying Transaction
Total	34	1,572,551	$1.00-$1.20

Notes:
Each Resulting Issuer Replacement Warrant is exercisable into one (1) Resulting Issuer Share.

Pursuant to the Concurrent Financing, IC Group issued 50,634 IC Group Broker Warrants, each exercisable to purchase one IC Group Unit at an exercise price equal to $1.00, subject to adjustment, in accordance with the terms of the broker warrant certificate governing such warrants. At the Effective Time of the Proposed Qualifying Transaction, each IC Group Broker Warrant shall be exchanged for one Resulting Issuer Replacement Broker Warrant and the IC Group Broker Warrant so exchanged shall be cancelled.

Escrowed Securities

CPC Escrowed Securities

The following table sets out, as of the date of this Filing Statement, the name of the holders of the aggregate of 1,160,000 Resulting Issuer Shares (the "CPC Escrowed Securities") on a post-Consolidation, post-Share Split, and

post-Acquisitions basis, which were originally issued prior to or in connection with the CPC initial public offering and will continue to be subject to an Exchange Form 5D – Escrow Agreement (on an undiluted basis):

Name	Designation of Class	Prior to Giving Effect to the Proposed Qualifying Transaction and Prior to the Consolidation		Prior to Giving Effect to the Proposed Qualifying Transaction and after giving effect to the Consolidation		After giving effect to the Proposed Qualifying Transaction
		Number of Securities Held in Escrow	Percentage of Class(1)	Number of Securities Held in Escrow	Percentage of Class(1)	Number of Resulting Issuer Securities to be held in escrow	Percentage of class of Resulting Issuer Securities(2)
William Ollerhead, Toronto, Ontario	Cuspis Shares	250,000	3.33%	58,000	2.00%	58,000	0.17%
	Cuspis Options	312,500	25.0%	72,500	25.00%	72,500	3.06%
Chunkerhead Ltd.(3)Toronto, Ontario	Cuspis Shares	300,000	4.0%	69,600	2.40%	69,600	0.21%
Grant McCutcheon Toronto, Ontario	Cuspis Shares	300,000	4.0%	69,600	2.40%	69,600	3.06%
	Cuspis Options	312,500	25.0%	72,500	25.00%	72,500	0.21%
Jack Schoenmakers(4)Kitchener-Waterloo, Ontario	Cuspis Shares	450,000	6.0%	104,400	3.60%	104,400	3.06%
	Cuspis Options	312,500	25.0%	72,500	25.00%	72,500	0.31%
C. Fraser Elliott Toronto, Ontario	Cuspis Shares	550,000	7.33%	127,600	4.40%	127,600	3.06%
	Cuspis Options	312,500	25.0%	72,500	25.00%	72,500	0.38%
Darin Thompson Toronto, Ontario	Cuspis Shares	300,000	4.0%	69,600	2.40%	69,600	0.21%
Robert Groh(5)Wiarton, Ontario	Cuspis Shares	300,000	4.0%	69,600	2.40%	69,600	0.21%
Michael McIntosh Toronto, Ontario	Cuspis Shares	300,000	4.0%	69,600	2.40%	69,600	0.21%
Roger Dent Toronto, Ontario	Cuspis Shares	300,000	4.0%	69,600	2.40%	69,600	0.21%
Barry Foster Woodstock, Ontario	Cuspis Shares	500,000	6.67%	116,000	4.00%	116,000	0.35%
Sandy Edmonstone(6)Calgary, Alberta	Cuspis Shares	300,000	4.0%	69,600	2.40%	69,600	0.21%
Elliot Strashin Toronto, Ontario	Cuspis Shares	100,000	1.33%	23,200	0.80%	23,200	0.07%

Name	Designation of Class	Prior to Giving Effect to the Proposed Qualifying Transaction and Prior to the Consolidation		Prior to Giving Effect to the Proposed Qualifying Transaction and after giving effect to the Consolidation		After giving effect to the Proposed Qualifying Transaction
		Number of Securities Held in Escrow	Percentage of Class(1)	Number of Securities Held in Escrow	Percentage of Class(1)	Number of Resulting Issuer Securities to be held in escrow	Percentage of class of Resulting Issuer Securities(2)
Jacqueline Logan Keswick, Ontario	Cuspis Shares	300,000	4.0%	69,600	2.40%	69,600	0.21%
Andrew McCreath(8) Calgary, Alberta	Cuspis Shares	250,000	3.33	58,000	2.00%	58,000	0.17%
Taylor MacDonald Vancouver, British Columbia	Cuspis Shares	500,000	6.67	116,000	4.00%	116,000	0.35%

Notes:
(1) The escrow agent of these Resulting Issuer Shares is TSX Trust Company.
(2) Assumes as well the completion of the Consolidation and the Share Split.
(3) Mr. Ollerhead owns these Cuspis Shares through Chunkerhead Ltd.
(4) Mr. Schoenmakers owns these Cuspis Shares through Schoevest Investment Inc. (of which he is the sole shareholder).
(5) Mr. Robert Groh owns these Cuspis Shares through Dr. R. Groh & Dr. S. Chun Dentistry Professional Corporation.
(6) Mr. Sandy Edmonstone owns these Cuspis Shares through Stoneco investment Inc.
(7) Mr. Elliott Strasin owns these Cuspis Shares through Strashin Developments Ltd.
(8) Mr. Andrew McCreath owns these Cuspis Shares through Pumpkin Inc.

The CPC Escrowed Securities shall be released in accordance with the following timeline:

Release Dates	Percentage of Total CPC Escrowed Securities to be released
On the issuance of the Final Exchange Bulletin	25% of the escrowed securities
6 months after the issuance of the Final Exchange Bulletin	25% of the remaining escrowed securities
12 months after the issuance of the Final Exchange Bulletin	25% of the remaining escrowed securities
18 months after the issuance of the Final Exchange Bulletin	25% of the remaining escrowed securities

Pursuant to the Exchange Form 5D – Escrow Agreement, all Cuspis Options granted prior to the Final Exchange Bulletin will be released from escrow on the date of the Final Exchange Bulletin.

QT Escrowed Securities

In accordance with Policy 5.4, as the securities to be issued pursuant to the Proposed Qualifying Transaction will be Value Securities (as defined below), all the securities issued to Principals of the Resulting Issuer pursuant to the Qualifying Transaction will be deposited into escrow pursuant to a value security escrow agreement (a "Value Security Escrow Agreement"). "Value securities" are securities issued pursuant to a transaction for which the deemed value of the securities at least equals the value ascribed to the asset, using a valuation method acceptable to the TSXV, or securities that are otherwise determined by the Exchange to be "value securities" and required to be placed in escrow under a Form 5D – Tier 2 Value Security Escrow Agreement.

The following table sets out the names of those Principals and other securityholders of the Resulting Issuer that will be subject to the Value Security Escrow Agreement upon completion of the Proposed Qualifying Transaction. A total of 23,192,320 Resulting Issuer Shares, for a total of 69.39% of the total issued and outstanding, and 566,509 options, will be subject to the Value Security Escrow Agreement. The following table sets out, as of the date of this Filing Statement, the names of the holders whose Resulting Issuer Shares, Resulting Issuer Options, Resulting Issuer Replacement Options and Resulting Issuer Replacement Warrants (the "QT Escrowed Securities") will be considered Value Securities (as such term is defined in the policies of the Exchange) and subject to Exchange Form 5D – Escrow Agreement:

Name	Designation of Class	Prior to Giving Effect to the Proposed Qualifying Transaction and after giving effect to the Consolidation and Share Split		After giving effect to the Proposed Qualifying Transaction
		Number of Securities Held in Escrow	Percentage of Class	Number of Resulting Issuer Securities to be held in escrow	Percentage of class of Resulting Issuer Securities(1)
Duncan McCready(2)	Resulting Issuer Shares	10,986,882	38.30%	11,136,882	33.32%
	Resulting Issuer Replacement Options	101,679	4.30	101,679	4.30%
Marc Caron(3)	Resulting Issuer Shares	2,813,519	9.81%	2,866,409	8.58%
	Resulting Issuer Replacement Options	84,730	3.58%	84,730	3.58%
Michael Svetkoff(4)	Resulting Issuer Shares	5,706,929	19.89%	5,873,596	17.57%
	Resulting Issuer Replacement Options	Nil	0%	Nil	0%
C. Fraser Elliott	Resulting Issuer Shares	127,600	0.44%	127,600	0.16%
	Resulting Issuer Replacement Options	72,500	3.06%	72,500	0%
Jack Schoenmakers(5)	Resulting Issuer Shares	104,400	0.36%	104,400	0.09%
	Resulting Issuer Replacement Options	72,500	3.06%	72,500	0%
John Penhale	Resulting Issuer Shares	205,394	0.72%	205,394	0.69%
	Resulting Issuer Replacement Options	271,156	11.46%	271,556	11.46%
David Sasaki	Resulting Issuer Shares	2,248,825	7.84%	2,248,825	7.34%
	Resulting Issuer Replacement Options	67,789	2.86	67,789	2.86%
Dylan MacTavish	Resulting Issuer Shares	129,528	0.45%	129,528	0.42%
	Resulting Issuer Replacement Options	41,154	1.74%	41,154	1.74%
Kemal Leslie	Resulting Issuer Shares	0	-	517,010	1.55%

Notes:

(1) Assuming completion of the Consolidation, the Share Split, the Acquisitions, the Concurrent Financing, and completion of the Debt Rollover.
(2) 10,986,882 shares will be owned or controlled by Duncan McCready, through his personal holdings (5,989,638 Resulting Issuer Shares), and the balance (4,997,244 Resulting Issuer Shares) through a voting trust agreement made as of October 31, 2024 ("McCready Voting Trust") between Duncan McCready, Heather MacTavish, Morgan McCready, Gavin McCready, and Tyler McCready. Heather MacTavish, Morgan McCready, Gavin McCready, and Tyler McCready each owns 1,249,311 Resulting Issuer Shares respectively. Heather MacTavish is Duncan's spouse, and Morgan, Gavin, and Tyler are Duncan's children. Pursuant to the McCready Voting Trust, Duncan McCready has been appointed by his wife and children as the "Voting Trustee" and is the sole holder of the right to vote their shares.
(3) 2,531,929 shares held by Paradyme Consulting Inc., a corporation controlled by Marc Caron and 334,480 shares held directly by Marc Caron.
(4) 4,606,207 shares owned by Echo Bay Strategic Yield Fund, and 1,020,722 Resulting Issuer Shares will be held by QU-Holdings Inc., a company controlled by Michael Svetkoff Assuming completion of the Consolidation, the Share Split, the Acquisitions, the Concurrent Financing, and completion of the Debt Rollover.
(5) Mr. Schoenmakers owns these Resulting Issuer Shares through Schoevest Investment Inc. (of which he is the sole shareholder).

The QT Escrow Securities will be released as follows:

Release Dates	Percentage of Surplus Securities to be released
On the issuance of the Final Exchange Bulletin	10% of the escrowed securities
6 months after the issuance of the Final Exchange Bulletin	15% of the remaining escrowed securities
12 months after the issuance of the Final Exchange Bulletin	15% of the remaining escrowed securities
18 months after the issuance of the Final Exchange Bulletin	15% of the remaining escrowed securities
24 months after the issuance of the Final Exchange Bulletin	15% of the remaining escrowed securities
30 months after the issuance of the Final Exchange Bulletin	15% of the remaining escrowed securities
36 months after the issuance of the Final Exchange Bulletin	15% of the remaining escrowed securities

Seed Share Resale Restrictions

Pursuant to Exchange Policy 5.4 – Escrow Vendor Consideration and Resale Restrictions, certain non-Principal (as defined in the policies of the Exchange) IC Group Shareholders, upon exchange of their IC Group Shares into Resulting Issuer Shares, will be subject to seed share resale restrictions ("SSRRs"). SSRRs are Exchange hold periods of various lengths which apply where seed shares are issued to non-Principals by private companies prior to the completion of a Qualifying Transaction. All Resulting Issuer Shares subject to SSRRs will either be subject to an Exchange Form 5D – Tier 2 Value Security Escrow Agreement, or have restrictive legends that mirror those release particulars, which are the same as the QT Escrow Securities and are set forth in the table directly above. An aggregate of 3,222,880 Resulting Issuer Shares, for a total of $9.64\%$ of the total issued and outstanding, will be subject to SSRRs.

Auditor, Transfer Agent and Registrar

The auditor of the Resulting Issuer is expected to be MNP LLP, whose principal office is located at 242 Hargrave Street, Suite 1200, True North Square, Winnipeg, Manitoba.

The registrar and transfer agent of the Resulting Issuer will be TSX Trust Company (the current registrar and transfer agent of Cuspis) at its Toronto office located at 301 - 100 Adelaide St. W., Toronto, ON M5H 4H1.

PART V – GENERAL MATTERS

Sponsorship

The Exchange has advised Cuspis that it qualifies for an exemption from the sponsorship requirements of the Exchange in connection with the Proposed Qualifying Transaction.

Experts Reports and Opinions

The following professional persons have prepared reports or provided opinions that are either included in or referred to in this Filing Statement:

McGovern Hurley LLP, Chartered Professional Accountants have provided an auditors’ report on the financial statements of Cuspis for the financial years ended June 30, 2023 and June 30, 2024, copies of which are attached hereto as part of Schedule “A”.
MNP LLP, Chartered Accountants have provided an auditors’ report on the financial statements of IC Group for the financial years ended December 31, 2022 and December 31, 2023, copies of which are attached hereto as part of Schedule “C”.

Interest of Experts

No person or company whose profession or business gives authority to a statement made by the person or company and who is named as having prepared or certified a part of this Filing Statement or as having prepared or certified a report or valuation described or included in this Filing Statement holds more than 1% beneficial interest, direct or indirect, in any property of the Resulting Issuer or of an associate or affiliate of the Resulting Issuer and no such person is expected to be elected, appointed or employed as a director, senior officer or employee of the Resulting Issuer or of an associate or affiliate of the Resulting Issuer and no such person is a promoter of the Resulting Issuer or an associate or affiliate of Cuspis or the Resulting Issuer.

McGovern Hurley LLP has informed Cuspis that they are independent with respect to Cuspis within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of Ontario. MNP LLP has informed IC Group that they are independent with respect to IC Group within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of Manitoba.

Other Material Facts

There are no material facts about Cuspis, IC Group, the Resulting Issuer or the Proposed Qualifying Transaction that are not disclosed under the preceding items and are necessary in order for the Filing Statement to contain full, true and plain disclosure of all material facts relating to Cuspis, IC Group and the Resulting Issuer, assuming Completion of the Proposed Qualifying Transaction.

Board Approval

This Filing Statement has been approved by the board of directors of each of Cuspis and IC Group. Where information contained in this Filing Statement rests particularly with the knowledge of a Person other than Cuspis and IC Group, each has relied upon information furnished by such Person.

Financial Statement Requirements

Financial statements for each of Cuspis, IC Group and the Resulting Issuer may be found attached hereto at Schedules “A” through “E”, respectively.

CERTIFICATE OF CUSPIS CAPITAL II LTD.

Dated: January 31, 2025

The foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities of Cuspis Capital II Ltd. assuming Completion of the Proposed Qualifying Transaction.

(signed) “William Ollerhead”

Name: William Ollerhead
Title: Chief Executive Officer

On behalf of the board of directors of Cuspis Capital II Ltd.

(signed) “Grant McCutcheon”

Name: Grant McCutcheon
Title: Director

(signed) “C. Fraser Elliott”

Name: C. Fraser Elliott
Title: Director

CERTIFICATE OF 11197894 CANADA LTD.

Dated: January 31, 2025

The foregoing, as it relates to 11197894 Canada Ltd., constitutes full, true and plain disclosure of all material facts relating to the securities of 11197894 Canada Ltd.

(signed) “Duncan McCready”
Name: Duncan McCready
Title: President and Chief Executive Officer

(signed) “John Penhale”
Name: John Penhale, CPA, CA
Title: Chief Financial Officer

On behalf of the board of directors of 11197894 Canada Ltd.

(signed) “Marc Caron”
Name: Marc Caron
Title: Director

(signed) “Michael Svetkoff”
Name: Michael Svetkoff
Title: Director

ACKNOWLEDGEMENT – PERSONAL INFORMATION

"Personal Information" means any information about an identifiable individual, and includes information contained in any Items in the attached filing statement/information circular that are analogous to Items 4.2, 11, 12.1, 15, 17.2, 18.2, 23, 24, 26, 31.3, 32, 33, 34, 35, 36, 37, 38, 40, and 41 of TSXV Form 3B2, as applicable.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

(a) the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to Exchange Form 3B2; and

(b) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.

Dated: January 31, 2025

(signed) “William Ollerhead”
William Ollerhead
Chief Executive Officer

SCHEDULE "A"

AUDITED FINANCIAL STATEMENTS AND MD&A OF CUSPIS FOR THE FINANCIAL YEARS ENDED JUNE 30, 2024 AND JUNE 30, 2023

(Please see attached)

Financial statements of

CUSPIS CAPITAL II LTD.

A Capital Pool Corporation

For the years ended June 30, 2024 and 2023

McGovern Hurley

Audit. Tax. Advisory.

Independent Auditor's Report

To the Shareholders of Cuspis Capital II Ltd.

Opinion

We have audited the financial statements of Cuspis Capital II Ltd. (the "Company"), which comprise the statements of financial position as at June 30, 2024 and 2023, and the statements of loss and comprehensive loss, statements of changes in shareholders' equity and statements of cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards ("IFRS").

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

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

We have determined that there were no key audit matters to communicate in our report.

Other information

Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.

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

251 Consumers Road, Suite 800

Toronto, Ontario

M2I 4R3

mcgovernhurley.com

t. 416-496-1234

Page 2

McGovern Hurley

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the 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 financial statements

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

In preparing the 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 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 financial statements

Our objectives are to obtain reasonable assurance about whether the 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the 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 risks 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.

Page 3

McGovern Hurley

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 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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 financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner of the audit resulting in this independent auditor's report is Jessica Glendinning.

McGovern Hurley LLP

Chartered Professional Accountants
Licensed Public Accountants

Toronto, Ontario
October 25, 2024

CUSPIS CAPITAL II LTD.

A Capital Pool Corporation

Statements of Financial Position

(In Canadian dollars)

As at June 30,

	Note	2024	2023
Assets
Current assets
Cash	4,6	$ 6,381	$ 275
Short-term investments	6	1,559,414	1,638,906
Prepaid expenses and deposits	7	550	508
Total assets		$ 1,566,345	$ 1,639,689
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable and accrued liabilities	8	$ 77,328	$ 38,653
Total current liabilities		77,328	38,653
Shareholders' equity
Share capital	5	1,721,279	1,721,279
Share option reserve	5	186,071	186,071
Deficit		(418,333)	(306,314)
Total shareholders' equity		1,489,017	1,601,036
Total liabilities and shareholders' equity		$ 1,566,345	$ 1,639,689
Nature of operations and going concern	1
Subsequent events	14

Approved by the Board of Directors:

(Signed) “William Ollerhead”

(Signed) “Grant McCutcheon”

William Ollerhead – Director

Grant McCutcheon - Director

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

CUSPIS CAPITAL II LTD.

A Capital Pool Corporation

Statements of Loss and Comprehensive Loss

(In Canadian dollars)

For the years ended June 30,

	Note	2024	2023
Expenses
Qualifying transaction		$ 118,729	$ 26,217
Professional fees	1	55,062	47,467
Filing costs		18,104	11,780
General and administrative	4	128	294
		192,023	85,758
Loss for the period before the undernoted		(192,023)	(85,758)
Interest income	6	80,004	53,994
Net loss and comprehensive loss for the year		$ (112,019)	$ (31,764)
Loss per share
Basic and diluted	5,9	(0.01)	(0.00)
Weighted average number of shares outstanding (1)
Basic and diluted	5,9	7,500,000	7,500,000

(1) For the years presented, the weighted average number of shares outstanding excludes 5,000,000 escrowed shares.

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

CUSPIS CAPITAL II LTD.

A Capital Pool Corporation

Statements of Changes in Shareholders' Equity

(In Canadian dollars)

	Shares Issued #	Share Capital $	Share-based Payment Reserve $	Warrant Reserve $	Deficit $	Total Shareholders' Equity $
Balance, as at June 30, 2022	12,500,000	1,721,279	186,071	78,946	(353,496)	1,632,800
Warrants expired	-	-	-	(78,946)	78,946	-
Net loss for the year	-	-	-	-	(31,764)	(31,764)
Balance, as at June 30, 2023	12,500,000	1,721,279	186,071	-	(306,314)	1,601,036
Net loss for the year	-	-	-	-	(112,019)	(112,019)
Balance, as at June 30, 2024	12,500,000	1,721,279	186,071	-	(418,333)	1,489,017

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

CUSPIS CAPITAL II LTD.

A Capital Pool Corporation

Statements of Cash Flows

(In Canadian dollars)

For the years ended June 30,

	Note	2024	2023
Cash flows from operating activities
Net loss for the year		$ (112,019)	$ (31,764)
Change in non-cash operating assets and liabilities
Prepaid expenses and deposits	7	(42)	1,561
Accounts payable and accrued liabilities		38,675	(9,825)
Accrued interest income	6	(80,004)	(53,994)
Cash used in operating activities		(153,390)	(94,022)
Investing activities
Short-term investments redemption	6	1,713,000	1,655,963
Interest received on maturity of investment	6	66,976	12,262
Short-term investments purchase	6	(1,620,480)	(1,593,000)
Cash provided by investing activities		159,496	75,225
Increase (decrease) in cash		6,106	(18,797)
Cash, beginning of year		275	19,072
Cash, end of year		$ 6,381	$ 275

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

CUSPIS CAPITAL II LTD.

A Capital Pool Corporation

Notes to the Financial Statements

(In Canadian dollars)

For the years ended June 30, 2024 and 2023

1. Nature of operations and going concern

Cuspis Capital II Ltd. (the "Company" or "Cuspis-II") was incorporated September 3, 2019, pursuant to the provisions of the Business Corporations Act (Ontario). The Company's registered head office is located at 77 King Street West, Suite 700, Toronto, Ontario, Canada M5K 1G8 and its corporate and tax year-end is June 30. The Company's shares are listed for trading on the TSX Venture Exchange under the symbol "CCII.P".

The Company is carrying on business as a Capital Pool Corporation ("CPC"), as such term is defined in TSX Venture Exchange Inc. (the "Exchange") Policy 2.4 – Capital Pool Companies ("CPC Policy 2.4"). As at June 30, 2024, the Company had no business operations. The Company's principal purpose is the identification, evaluation and acquisition of assets, properties or businesses or participation therein subject, in certain cases, to shareholder approval and acceptance by the Exchange, in its efforts to complete a Qualifying Transaction.

Where a Qualifying Transaction warrants, additional funding may be required. The ability of the Company to fund its potential future operations and commitments may be dependent upon the ability of the Company to obtain additional financing and complete a Qualifying Transaction.

Proposed Qualifying Transaction

On March 4, 2024, the Company entered into a Letter of Intent ("LOI") with 11197894 Canada Ltd. ("IC Group"), a private company incorporated under the laws of Canada, whereby Cuspis-II and IC Group will complete an arrangement, amalgamation, share exchange, or similar transaction to ultimately form the resulting issuer (the "Resulting Issuer") that will continue on the business of IC Group (the "Transaction"). The Transaction is subject to certain terms and conditions, including but not limited to: acceptance by the TSXV, approval of certain matters by the Cuspis-II shareholders, and other customary conditions. Cuspis-II intends that the Transaction will constitute its Qualifying Transaction, as such term is defined in the policies of the Exchange. Following completion of the Transaction, the Resulting Issuer intends to list as a Tier 1 Technology Issuer on the Exchange. Trading in the common shares of the Company was halted pursuant to the policies of the Exchange.

There can be no assurance that the Transaction will be completed as proposed or at all.

The Company has entered into an advisory agreement with a corporation with certain directors in common with the Company whereby the Company will pay a finder's fee of approximately $58,000 upon closing of the Qualifying Transaction.

Going concern

These financial statements were prepared on a going-concern basis of accounting, which assumes that the Company will continue operations for the foreseeable future and be able to realize the carrying value of its assets and discharge its liabilities and commitments in the normal course of business. The Company does not generate revenue from operations. However, the Company believes that its working capital of $1,489,017 as at June 30, 2024 will provide the Company with sufficient cash resources to meet its obligations for at least twelve months from the end of the reporting period. As the Company has no revenues, its ability to continue as a going concern is dependent on its ability to complete its proposed Qualifying Transaction. These financial statements do not reflect adjustments that would be necessary if the going concern assumption was not appropriate. These adjustments could be material.

CUSPIS CAPITAL II LTD.
A Capital Pool Corporation
Notes to the Financial Statements
(In Canadian dollars)
For the years ended June 30, 2024 and 2023

Basis of presentation

Statement of compliance
These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee ("IFRIC").

Basis of measurement
These financial statements have been prepared on an historical cost basis and on an accrual basis except for cash flow information. The financial statements are presented in Canadian dollars, which is the Company's functional currency.

These financial statements were authorized for issue by the Board of Directors on October 25, 2024.

Summary of significant accounting policies

Cash and cash equivalents
Cash equivalents consist of deposits with maturities of three months or less. Cash subject to restrictions that prevent its use for current purposes is included in restricted cash.

Financial instruments

Financial assets
Initial recognition and measurement
Non-derivative financial assets within the scope of IFRS 9 are classified and measured as "financial assets at fair value", as either fair value through profit or loss ("FVPL") or fair value through other comprehensive income ("FVOCI"), and "financial assets at amortized cost", as appropriate. The Company determines the classification of financial assets at the time of initial recognition based on the Company's business model and the contractual terms of the cash flows.

All financial assets are recognized initially at fair value plus, in the case of financial assets not at FVPL, directly attributable transaction costs on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

Financial assets with embedded derivatives are considered in their entirety when determining their classification at FVPL or at amortized cost.

Subsequent measurement – financial assets at amortized cost
After initial recognition, financial assets measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate ("EIR") method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in the statement of loss. The Company's financial assets include cash and short-term investments which are measured at amortized cost.

CUSPIS CAPITAL II LTD.
A Capital Pool Corporation
Notes to the Financial Statements
(In Canadian dollars)
For the years ended June 30, 2024 and 2023

Summary of significant accounting policies (continued)

Financial instruments (continued)

Financial assets (continued)

Subsequent measurement – Financial assets at FVPL

Financial assets measured at FVPL include financial assets management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVPL are carried at fair value in the statement of financial position with changes in fair value recognized in other income or expense in the statement of loss. The Company does not measure any financial assets at FVPL.

Subsequent measurement – Financial assets at FVOCI

Financial assets measured at FVOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVOCI. The Company does not measure any financial assets at FVOCI.

After initial measurement, investments measured at FVOCI are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive income or loss in the statement of comprehensive loss. When the investment is sold, the cumulative gain or loss remains in accumulated other comprehensive income or loss and is not reclassified to profit or loss.

Derecognition

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership.

Financial liabilities

Initial recognition and measurement

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. The Company's financial liabilities include accounts payable and accrued liabilities, which are each measured at amortized cost. All financial liabilities are recognized initially at fair value and in the case of long-term debt, net of directly attributable transaction costs.

Subsequent measurement – financial liabilities at amortized cost

After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate ("EIR") method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in finance cost in the statement of loss.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires with any associated gain or loss recognized in other income or expense in the statement of loss.

CUSPIS CAPITAL II LTD.

A Capital Pool Corporation

Notes to the Financial Statements

(In Canadian dollars)

For the years ended June 30, 2024 and 2023

3. Summary of significant accounting policies (continued)

Financial instruments (continued)

Financial liabilities (continued)

Fair value hierarchy

IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly;

Level 3 – Inputs for assets or liabilities that are not based on observable market data.

Income taxes

Income tax expense consists of current and deferred tax expense. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded on temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting or taxable loss; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a future tax asset will be recovered, the tax asset is not recognized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

CUSPIS CAPITAL II LTD.
A Capital Pool Corporation
Notes to the Financial Statements
(In Canadian dollars)
For the years ended June 30, 2024 and 2023

Summary of significant accounting policies (continued)

Share capital
Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares are recognized as a deduction from equity, net of any tax effects.

Share-based payments
The Company has a stock option plan (the "Option Plan") which is discussed in note 5. The Company uses the fair value-based method of accounting for share-based payment arrangements. The fair value of each option granted to directors, officers, consultants and employees is accounted for in operations over the vesting period of the option using the Black-Scholes option pricing model at the date of grant, with the related increase to share option reserve. Upon exercise of the stock options, the consideration paid, together with the amount previously recognized in share option reserve, is recorded as an increase in share capital. At each reporting date, the amount recognized as an expense is adjusted to reflect the actual number of stock options that are expected to vest.

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

Loss per share
Basic loss per share is calculated using the weighted average number of shares outstanding. Diluted loss per share assumes that any proceeds from the exercise of dilutive stock options and warrants would be used to repurchase common shares at the average market price during the period, with the incremental number of shares being included in the denominator of the diluted earnings per share calculation. All of the Company's outstanding stock options were anti-dilutive for the years ended June 30, 2024 and 2023.

Use of estimates, assumptions and judgements
The preparation of financial statements in conformity with IFRS requires the Company's management to make judgments, estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes to the financial statements. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may differ from those estimates and these differences could be material.

The areas which will require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

CUSPIS CAPITAL II LTD.
A Capital Pool Corporation
Notes to the Financial Statements
(In Canadian dollars)
For the years ended June 30, 2024 and 2023

Summary of significant accounting policies (continued)

Use of estimates, assumptions and judgements (continued)

Share-based payments

Management determines costs for share-based payments using market-based valuation techniques. The fair value of the market-based and performance-based non-vested share awards are determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgment used in applying valuation techniques. These assumptions and judgments include estimating the future volatility of the stock price, expected dividend yield, future employee turnover rates and future employee stock option exercise behaviours and corporate performance. Such judgments and assumptions are inherently uncertain. Changes in these assumptions could affect the fair value estimates.

Income, value added, withholding and other taxes

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

Contingencies

See note 1.

Cash restriction

There is a restriction on the use of proceeds realized from the sale of all securities issued by the Company as a CPC. The gross proceeds raised from the Offering may only be used to identify and evaluate assets or businesses and obtain shareholder approval for a proposed Qualifying Transaction, with the exception that general and administrative expenses are capped at $3,000 per month, including for professional accounting, advisory, and legal services expenses, and are not time limited.

CUSPIS CAPITAL II LTD.

A Capital Pool Corporation

Notes to the Financial Statements

(In Canadian dollars)

For the years ended June 30, 2024 and 2023

Share capital

Authorized

Unlimited common shares with no par value.

Issued

	Number of Common Shares	Amount
Balance as at June 30, 2022, 2023 and 2024	12,500,000	$ 1,721,279

Seed shares

As at June 30, 2024 and 2023, the Company had a total of 5,000,000 seed common shares issued and outstanding at $0.10 per share.

Initial public offering

On December 11, 2020, the Company completed its initial public offering ("the Offering"), pursuant to which it issued 7,500,000 common shares at $0.20 per share, for aggregate proceeds of $1,500,000.

Stock option plan

The stock option plan ("Option Plan") provides that the Board of Directors of the Company may from time to time, in its discretion and in accordance with the Exchange requirements, grant to directors, officers, consultants and employees of the Company, options to acquire a maximum number of common shares equal to 10% of the total issued and outstanding common shares of the Company, exercisable for a period of up to ten years from the date of grant. The Option Plan was approved by the Board of Directors and adopted by the Company on November 11, 2020.

Stock options

Upon closing of the Offering on December 11, 2020, the Company granted to officers and directors of the Company an aggregate of 1,250,000 stock options exercisable at $0.20 per share for a period of five years. These options vested immediately upon grant and were valued at $186,071 using the Black-Scholes option pricing model based on the following assumptions: expected volatility of 101% based on the average volatility of comparable companies, expected life of five years, expected dividend yield of 0%, risk free rate of 0.25% and a share price of $0.20. The weighted average remaining life of the options outstanding as at June 30, 2024 was 1.45 years.

	Number of stock options issued and exercisable	Weighted average exercise price
Balance as at June 30, 2022, 2023 and 2024	1,250,000	$ 0.20

Compensation warrants

Compensation warrants issued upon closing of the Offering expired on December 11, 2022 and the warrant reserve was reallocated to retained earnings on the statements of financial position.

CUSPIS CAPITAL II LTD.

A Capital Pool Corporation

Notes to the Financial Statements

(In Canadian dollars)

For the years ended June 30, 2024 and 2023

5. Share capital (continued)

Shares subject to escrow

Under the CPC Policy rules, all issued and outstanding seed shares are subject to a uniform 18-month escrow release schedule, following the closing of a Qualifying Transaction, and will be released as to 25% on the date of the final Qualifying Transaction Exchange bulletin and an additional 25% on each of the dates that are 6, 12 and 18 months thereafter, pursuant to the terms of the amended and restated Escrow Agreement dated March 23, 2023, between the Company, TSX Trust Company, and the shareholders of the Company. Subject to certain permitted exemptions, all securities of the Company held by principals of the resulting issuer will also be escrowed.

All common shares acquired on exercise of stock options granted to directors and officers prior to completion of a Qualifying Transaction must also be deposited and held in escrow pursuant to the requirements of the Exchange. All common shares of the Company acquired in the secondary market prior to the completion of a Qualifying Transaction by a Control Person, as defined in the policies of the Exchange, are required to be deposited and held in escrow.

The seed common shares are considered contingently issuable until the Company completes a Qualifying Transaction and, accordingly, they are not considered to be outstanding shares for purposes of loss per share calculations.

6. Cash and short-term investment

Cash

As at June 30, 2024, the Company had $6,381 in cash held at a Canadian financial institution (June 30, 2023 - $275).

Short-term investments

As at June 30, 2023, the Company held $1,593,000 in a one-year fully cashable guaranteed investment certificate ("GIC") with a variable interest rate of the Canadian Imperial Bank of Commerce Prime Rate ("CIBC Prime Rate") minus 2.6% and an effective annual interest rate of 5.25%. The GIC matured on September 29, 2023 and interest totaling $63,570 was received during the quarter ended September 30, 2023.

On September 29, 2023, $1,620,480 was reinvested in a one-year fully cashable GIC with a variable interest rate of the CIBC Prime Rate minus 2.6% and a current effective annual interest rate of 4.6%. The GIC matured on October 1, 2024. Funds are invested at a Canadian financial institution.

During the year ended June 30, 2024, $120,000 was redeemed from the Company's GIC and an additional $3,406 in interest was received.

Accrued interest on outstanding GICs as at June 30, 2024 totaled $58,934 (June 30, 2023 - $45,906). Interest income recorded during the year ended June 30, 2024 totaled $80,004 (June 30, 2023 - $53,994).

Refer also to note 14.

CUSPIS CAPITAL II LTD.

A Capital Pool Corporation

Notes to the Financial Statements

(In Canadian dollars)

For the years ended June 30, 2024 and 2023

7. Prepaid expenses and deposits

Prepaid expenses and deposits as at June 30, 2024 totaling $550 (June 30, 2023 – $508) mainly included the Company's annual contracts for SEDAR+ filings and news release dissemination.

8. Accounts payable and accrued liabilities

The Company's accounts payable and accrued liabilities consisted of the following:

	June 30, 2024	June 30, 2023
Accounts payable	$ 58,478	$ 19,640
Accrued liabilities	18,850	19,013
Total	$ 77,328	$ 38,653

9. Net loss per share

The net loss per common share was based on the loss attributable to common shareholders and the weighted average number of common shares outstanding. The loss per share calculation does not include escrowed shares as they are contingently returnable.

Diluted loss per share does not include the effect of any share options outstanding as they will be held in escrow until the completion of a Qualifying Transaction. All compensation warrants expired on December 11, 2022.

10. Related party transactions

Related parties include the Board of Directors, close family members and enterprises which are controlled by these individuals as well as certain persons performing similar functions. Refer to Note 5 for details on seed shares issued and stock options granted to related parties, and Note 1 for details about the advisory agreement signed with a corporation having certain directors in common with the Company.

11. Management of capital

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern and ensure sufficient liquidity in order to remain a CPC and complete its proposed Qualifying Transaction so that it can provide adequate returns for shareholders. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company defines capital as total shareholders' equity. The Company is not subject to any externally imposed capital requirements other than the cash restriction disclosed in Note 4. There were no significant changes in the Company's approach to capital management during the years ended June 30, 2024 and 2023.

CUSPIS CAPITAL II LTD.
A Capital Pool Corporation
Notes to the Financial Statements
(In Canadian dollars)
For the years ended June 30, 2024 and 2023

12. Financial instruments and risk management

The Company's activities may expose it to a variety of financial risks: fair values, credit risk, liquidity risk and market risk (including interest rate risk). The Board of Directors provides regular guidance for overall risk management.

Fair values

As at June 30, 2024, the Company's financial instruments consisted of cash, short-term investments, and accounts payable and accrued liabilities. The fair values of these financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments.

The Company is exposed in varying degrees to a number of risks arising from financial instruments. Management's involvement in the operations allows for the identification of risks and variances from expectations. The Company does not participate in the use of financial instruments to mitigate these risks. The Board approves the risk management processes. The Board's main objectives for managing risks are to ensure liquidity, the fulfillment of obligations, the limitation of the Company's exposure to credit and market risks, and the Company's completion of its proposed Qualifying Transaction.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its obligations. The Company is exposed to credit risk through its cash and short-term investment balances which were held at Canadian financial institutions as at June 30, 2024 and 2023. The Company believes its exposure to credit risk is not significant.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Management believes the Company had no significant exposure to interest rate risk through its financial instruments as at June 30, 2024 and 2023.

A 1% increase (decrease) in the interest rate on the short-term investments as at June 30, 2024 would result in an estimated increase (decrease) in net income (loss) of approximately $15,600 (June 30, 2023 - $16,400).

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support normal operation requirements. The Company coordinates this planning and budgeting process with its financing activities through the capital management process described in note 11, in normal circumstances. The Company's accounts payable and accrued liabilities have contractual maturities of less than 30 days and have normal trade terms.

CUSPIS CAPITAL II LTD.
A Capital Pool Corporation
Notes to the Financial Statements
(In Canadian dollars)
For the years ended June 30, 2024 and 2023

13. Provision for income taxes

Major items causing the Company’s income tax rate to differ from the statutory rate of 27% were as follows:

	Year ended June 30,
	2024	2023
Loss before income taxes	$ (112,019)	$ (31,764)
Expected income tax recovery based on statutory rate	30,000	8,000
Tax benefits not recognized	(30,000)	(8,000)
Deferred income tax expense	$ -	$ -

Deductible temporary differences

	June 30,
	2024	2023
Unrecognized deductible temporary differences
Non-capital loss carry-forwards	$ 455,000	$ 303,000
Share issue costs	40,000	80,000
Total	$ 495,000	$ 383,000

Deferred income tax balances

Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can use the benefits. The Company has approximately $455,000 of non-capital losses in Canada, which, under certain circumstances, can be used to reduce the taxable income of future years. These losses expire between 2040 and 2044.

14. Subsequent events

On August 12, 2024, $100,000 was redeemed from the Company’s GICs, $4,517 in interest was received, and $40,000 was reinvested in a one-year fully cashable GIC with a variable interest rate of the CIBC Prime Rate minus 2.7% and an effective annual interest rate of 4%. On September 16, 2024, this $40,000 GIC was redeemed and $151 in interest was received.

On October 1, 2024, a GIC totaling $1,400,480 matured, $71,938 in interest was received and $1,372,418 was reinvested in a one-year fully cashable GIC with a fixed interest rate of 3.5%.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of

CUSPIS CAPITAL II LTD.

A Capital Pool Corporation

For the years ended June 30, 2024 and 2023

CUSPIS CAPITAL II LTD.
A Capital Pool Corporation
MANAGEMENT'S DISCUSSION AND ANALYSIS
of the Financial Condition and Results of Operations
For the years ended June 30, 2024 and 2023
October 25, 2024

INTRODUCTION

This management's discussion and analysis ("MD&A") of financial condition and result of operations of Cuspis Capital II Ltd. ("Cuspis-II" or "the Company") is supplementary to and should be read in conjunction with the Company's financial statements for the years ended June 30, 2024 and 2023. This MD&A has been prepared in compliance with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations and the Company's financial statements are prepared in accordance with the International Financial Reporting Standards ("IFRS").

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the "Board"), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company's common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This MD&A includes forward-looking statements and information concerning expected future events, the future performance of the Company, its operations, and its financial performance and condition. These forward-looking statements and information include, among others, statements with respect to the Company's objectives and strategies to achieve those objectives, as well as statements with respect to its beliefs, plans, expectations, anticipations, estimates, and intentions. When used in this MD&A, the words "believe", "anticipate", "may", "should", "intend", "estimate", "expect", "project", and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words.

These forward-looking statements and information are based on current expectations. The Company cautions that all forward-looking statements and information are inherently uncertain and actual future results, conditions, actions or events may differ materially from the targets, assumptions, estimates, or expectations reflected or contained in the forward-looking statements and information, and that actual future results, conditions, actions, events, or performance will be affected by a number of factors including economic conditions and competitive factors, many of which are beyond the Company's control.

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Forward-looking statements used in this MD&A are subject to various risks and uncertainties, most of which are difficult to predict and generally beyond the control of the Company. If risks or uncertainties materialize, or if underlying assumptions prove incorrect, the actual results may vary materially from those expected, estimated or projected. The Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statements. Given these uncertainties, the reader of the information included herein is cautioned not to place undue reliance on such forward-looking statements.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management’s discussion and analysis of operating results and financial condition are made with reference to the Company’s financial statements and notes thereto for the years ended June 30, 2024 and 2023, which have been prepared in accordance with IFRS. The Company’s significant accounting policies are summarized in detail in note 3 of the Company’s financial statements for the years ended June 30, 2024 and 2023 which are available under the Company’s profile at www.SEDARplus.ca (“SEDAR+”).

4. OVERVIEW

The Company

Cuspis Capital II Ltd. was incorporated September 3, 2019 pursuant to the provisions of the Business Corporations Act (Ontario). The Company’s corporate and tax year-end is June 30. The Company’s shares are listed for trading on the TSX Venture Exchange under the symbol “CCII.P”.

Strategy

The Company is carrying on business as a Capital Pool Corporation (“CPC”), as such term is defined in TSX Venture Exchange Inc. (the “Exchange”) Policy 2.4 – Capital Pool Companies (“CPC Policy 2.4”). As at June 30, 2024, the Company had no business operations. The Company’s principal purpose is the identification, evaluation and acquisition of assets, properties or businesses or participation therein subject, in certain cases, to shareholder approval and acceptance by the Exchange, in its efforts to complete a Qualifying Transaction.

Proposed Qualifying Transaction

On March 4, 2024, the Company entered into a Letter of Intent (“LOI”) with 11197894 Canada Ltd. (“IC Group”), a private company incorporated under the laws of Canada, whereby Cuspis-II and IC Group will complete an arrangement, amalgamation, share exchange, or similar transaction to ultimately form the resulting issuer (the “Resulting Issuer”) that will continue on the business of IC Group (the “Transaction”). The Transaction is subject to certain terms and conditions, including but not limited to: acceptance by the TSXV, approval of certain matters by the Cuspis-II shareholders, and other customary conditions. Cuspis-II intends that the Transaction will constitute its Qualifying Transaction, as such term is defined in the policies of the Exchange. Following completion of the Transaction, the Resulting Issuer intends to list as a Tier 1 Technology Issuer on the Exchange. Trading in the common shares of the Company was halted pursuant to the policies of the Exchange.

There can be no assurance that the Transaction will be completed as proposed or at all.

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5. SHARE CAPITAL

	Number of Common Shares	Amount
Balance as at June 30, 2022, 2023, 2024 and October 25, 2024	12,500,000	$ 1,721,279

Seed shares

As at June 30, 2024 and 2023, the Company had a total of 5,000,000 seed common shares issued and outstanding at $0.10 per share.

Initial public offering

On December 11, 2020, the Company completed its initial public offering ("the Offering"), pursuant to which it issued 7,500,000 common shares at $0.20 per share, for aggregate proceeds of $1,500,000.

Stock options

	Number of stock options issued and exercisable	Weighted average exercise price
Balance as at June 30, 2022, 2023, 2024, and October 25, 2024	1,250,000	$ 0.20

Compensation warrants

Compensation warrants issued upon closing of the Offering expired on December 11, 2022 and the warrant reserve was reallocated to retained earnings on the statements of financial position.

Shares subject to escrow

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6. CASH RESTRICTION

7. SELECTED ANNUAL INFORMATION

	2024	2023	2022
Revenue	$ -	$ -	$ -
Operating expenses	192,023	85,758	68,765
Interest income	80,004	53,994	9,486
Net loss and comprehensive loss for the year	(112,019)	(31,764)	(59,279)
Loss per share, basic and diluted (1)	(0.01)	(0.00)	(0.01)
Cash used in operating activities	(153,390)	(94,022)	(48,660)
Cash provided by (used in) investing activities	159,496	75,225	-
Cash provided by financing activities	-	-	-
Increase (decrease) in cash in the year	$ 6,106	$ (18,797)	$ (48,660)

(1) For the periods presented, the calculation of loss per share, basic and diluted excludes escrowed shares and options.

8. RESULTS OF OPERATIONS

Operating expense

	Year ended June 30,
	2024	2023
Qualifying transaction	$ 118,729	$ 26,217
Professional fees	55,062	47,467
Filing costs	18,104	11,780
General and administrative	128	294
Net loss from operations for the year	$ 192,023	$ 85,758

Qualifying transaction

Qualifying transaction expenses totaling $118,729 for the year ended June 30, 2024 related mainly to the current LOI with IC Group (refer to the section entitled "Overview – Proposed Qualifying Transaction").

Qualifying transaction expenses for the year ended June 30, 2023 totaling $26,217 related mainly to a prior LOI with Peninsula Capital Corp. which lapsed on June 30, 2023.

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Professional fees

Professional fees include mainly legal, audit and accounting fees and annual general meeting (“AGM”) expenses.

For the year ended June 30, 2024, professional fees totaled $55,062 (2023 - $47,467). The variance of professional fees of $7,595 during the year ended June 30, 2024 related mainly to higher AGM expenses totaling $23,374 (June 30, 2023 - $17,260).

Filing costs

Filing costs include mainly expenses associated with Exchange and SEDAR+ filing fees. Filing costs totaled $18,104 for the year ended June 30, 2024 (2023 - $11,780).

Interest income

As at June 30, 2023, the Company held $1,593,000 in a one-year fully cashable guaranteed investment certificate (“GIC”) with a variable interest rate of the Canadian Imperial Bank of Commerce Prime Rate (“CIBC Prime Rate”) minus 2.6% and an effective annual interest rate of 5.25%. The GIC matured on September 29, 2023 and interest totaling $63,570 was received during the quarter ended September 30, 2023.

On September 29, 2023, $1,620,480 was reinvested in a one-year fully cashable GIC with a variable interest rate of the CIBC Prime Rate minus 2.6% and an effective annual interest rate of 4.6%. The GIC matured on October 1, 2024 and $1,372,418 was reinvested in a one-year fully cashable GIC with a fixed interest rate of 3.5%. Funds are invested at a Canadian financial institution.

During the year ended June 30, 2024, $120,000 was redeemed from the Company’s GIC and an additional $3,406 in interest was received.

Accrued interest on outstanding GICs as at June 30, 2024 totaled $58,934 (June 30, 2023 - $45,906). Interest income recorded during the year ended June 30, 2024 totaled $80,004 (2023 - $53,994).

On August 12, 2024, $100,000 was redeemed from the Company’s GIC, $4,517 in interest was received, and $40,000 was reinvested in a one-year fully cashable GIC with a variable interest rate of the CIBC Prime Rate minus 2.7% and an effective annual interest rate of 4%. On September 16, 2024, this $40,000 GIC was redeemed and $151 in interest was received.

Loss and comprehensive loss

The loss and comprehensive loss for the year ended June 30, 2024 amounted to $112,019 or $0.01 per share basic and diluted (June 30, 2023 – $31,764 or $Nil per share basic and diluted).

Income taxes

The Company has approximately $455,000 of non-capital losses in Canada which, under certain circumstances, can be used to reduce the taxable income of future years. These losses expire between 2040 and 2044. Deferred tax assets have not been recognized because it is not probable that future taxable profit will be available against which the Company can use the benefits.

QUARTERLY FINANCIAL RESULTS

	Fiscal 2024				Fiscal 2023
	Jun 30, 2024	Mar 31, 2024	Dec 31, 2023	Sep 30, 2023	Jun 30, 2023	Mar 31, 2023	Dec 31, 2022	Sep 30, 2022
Revenue	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -
Operating expenses	101,076	74,458	3,216	13,273	28,166	12,796	17,485	27,311
Interest income	19,769	20,952	21,385	17,898	16,412	16,582	12,958	8,042
Income (loss) and comprehensive income (loss) for the period	(81,307)	(53,506)	18,169	4,625	(11,754)	3,786	(4,527)	(19,269)
Income (loss) per share – basic and diluted	0.01	0.00	0.00	0.00	(0.00)	0.00	(0.00)	(0.00)
Weighted average number of shares outstanding (1)	7,500,000	7,500,000	7,500,000	7,500,000	7,500,000	7,500,000	7,500,000	7,500,000

(1) For the periods presented, the calculation of weighted average number of common shares outstanding excludes any escrowed shares, options and warrants outstanding. All warrants expired on December 11, 2022.

RELATED PARTY TRANSACTIONS

Related parties include the Board of Directors, close family members and enterprises which are controlled by these individuals as well as certain persons performing similar functions.

Refer to the section entitled "Share Capital" for details on seed shares issued and stock options granted to related parties, and the section entitled "Overview – Proposed Qualifying Transaction" for details about the advisory agreement signed with a corporation having certain directors in common with the Company..

LIQUIDITY AND CAPITAL RESOURCES

Working capital

As at June 30, 2024, the Company had no debt and working capital totaled $1,489,017 compared to $1,601,036 as at June 30, 2023.

The Company funds its activities through equity financing. To date, the Company raised approximately $500,000 in initial seed financing and an additional $1,500,000 pursuant to the Offering through the issuance of common shares to fund its operations, which at this time principally consists of identifying and completing a Qualifying Transaction. The current cash on hand as at June 30, 2024 is expected to be sufficient to meet the Company's liquidity requirements. However, upon completion of the Qualifying Transaction, additional capital may be necessary.

The Company does not generate revenue from operations. However, the Company believes that its working capital will provide the Company with sufficient cash resources to meet its obligations for at least twelve months from the end of the reporting period. As the Company has no revenues, its ability to continue as a going concern is dependent on its ability to complete a Qualifying Transaction.

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12. INVESTOR RELATIONS

Until completion of a Qualifying Transaction, neither the Company nor any party on behalf of the Company will engage the services of any person to provide investor relation activities or market making services.

13. PROPOSED TRANSACTIONS AND OFF BALANCE SHEET ARRANGEMENTS

On March 4, 2024, the Company entered into an LOI with IC Group as summarized in the section entitled “Overview – Proposed Qualifying Transaction”.

There are no off balance sheet arrangements that have or are reasonably likely to have an effect on the results of operations or financial condition of the Company.

14. OPERATING RISKS AND UNCERTAINTIES

Management of capital

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern and ensure sufficient liquidity in order to remain a CPC and complete its proposed Qualifying Transaction so that it can provide adequate returns for shareholders. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company defines capital as total shareholders’ equity.

The Company is not subject to any externally imposed capital requirements other than the cash restriction disclosed in the section entitled “Cash restriction”. There were no significant changes in the Company’s approach to capital management during the years ended June 30, 2024 and 2023.

Financial instruments and risk management

The Company’s activities may expose it to a variety of financial risks: fair values, credit risk, liquidity risk and market risk (including interest rate risk). The Board of Directors provides regular guidance for overall risk management.

Fair values

As at June 30, 2024, the Company’s financial instruments consisted of cash, short-term investments, and accounts payable and accrued liabilities. The fair values of these financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments.

The Company is exposed in varying degrees to a number of risks arising from financial instruments. Management’s involvement in the operations allows for the identification of risks and variances from expectations. The Company does not participate in the use of financial instruments to mitigate these risks. The Board approves the risk management processes. The Board’s main objectives for managing risks are to ensure liquidity, the fulfillment of obligations, the limitation of the Company’s exposure to credit and market risks, and the Company’s completion of its proposed Qualifying Transaction.

Credit risk

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Interest rate risk

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support normal operation requirements. The Company coordinates this planning and budgeting process with its financing activities through the capital management process described in the section entitled “Operating risks and uncertainties – Management of capital”, in normal circumstances. The Company’s accounts payable and accrued liabilities have contractual maturities of less than 30 days and have normal trade terms.

Risks and uncertainties

The Company does not have a history of operations. There is no assurance that it will produce revenue, operate profitably or provide a return on investment in the future.

The Company’s continued operation will be dependent upon its ability to identify and complete a Qualifying Transaction, to generate operating revenues and to procure additional financing. To date, the Company has done so through equity financing.

The Company has no active business or assets other than cash. It does not have a history of earnings, nor has it paid any dividends. It will not generate earnings or pay dividends until at least after the completion of a Qualifying Transaction.

The directors and officers of the Company will only devote a small portion of their time to the business and affairs of the Company. Some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time.

The Company is relying solely on the past business success of its directors and officers to identify a Qualifying Transaction of merit. The success of the Company is dependent upon the efforts and abilities of its management team. The loss of any member of the management team could have a material adverse effect upon the business and prospects of the Company. In such event, the Company will seek satisfactory replacements but there can be no guarantee that appropriate personnel may be found.

The Company has only limited funds with which to complete a potential Qualifying Transaction. The Qualifying Transaction may be financed in whole, or in part, by the issuance of additional securities by the Company. This may result in further dilution to investors, which dilution may be significant and which may also result in a change of control of the Company. Subject to prior Exchange approval, the Company may be permitted to loan or advance up to an aggregate of $250,000 of its proceeds as a refundable deposit to a target business under certain conditions noted in the CPC Policy. There can be no assurance that the Company will be able to recover that loan.

Completion of any Qualifying Transaction is subject to a number of conditions, including acceptance by the Exchange and in the case of a non arm's length Qualifying Transaction, majority of minority approval.

Upon public announcement of any proposed Qualifying Transaction, trading in common shares of the Company will be halted and will remain so for an indefinite period of time, until certain reviews are conducted, and obligations satisfied. The common shares will be reinstated to trading upon review and acceptance of the Exchange. Reinstatement to trading provides no assurance with respect to the merits of the transaction or the likelihood of the Company completing a Qualifying Transaction. Trading of the common shares may be halted at other times for other reasons, including for failure by the Company to submit documents to the Exchange in the time periods required.

15. ADDITIONAL INFORMATION

Additional information regarding the Company's financial statements and corporate documents is available by request to the CEO made to our registered head office located at Suite 700, 77 King Street West, Toronto Ontario Canada M5K 1G8, or under the Company's profile at SEDAR+.

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CUSPIS CAPITAL II LTD.
Shareholder Information

Board of Directors and Officers

William Ollerhead (Chairman of the Board and Chief Executive Officer)
Grant McCutcheon (Chief Financial Officer and Secretary)
Jack Schoenmakers
C. Fraser Elliott

Auditors

McGovern Hurley LLP
251 Consumers Road, Suite 800
Toronto, Ontario Canada
M2J 4R3

Shareholder inquiries

c/o Chitiz Pathak LLP
77 King Street West, Suite 700
Toronto, Ontario Canada
M5K 1G8

Transfer agent

TSX Trust Company
200 University Avenue, Suite 300
Toronto, Ontario Canada
M5H 4H1
Tel: (416) 361-0930
Fax: (416) 361-0470
email: [email protected]

Common shares

The common shares of the Company are listed on the TSX Venture Exchange under the symbol CCII.P.

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SCHEDULE "B"

FINANCIAL STATEMENTS AND MD&A OF CUSPIS FOR THE FINANCIAL PERIOD ENDED
SEPTEMBER 30, 2024
(Please see attached)

Unaudited condensed interim financial statements of

CUSPIS CAPITAL II LTD.

A Capital Pool Corporation

For the three months ended September 30, 2024 and 2023

CUSPIS CAPITAL II LTD.

A Capital Pool Corporation

Condensed Interim Statements of Financial Position

(In Canadian dollars)

(Unaudited)

As at

	Note	September 30, 2024	June 30, 2024
Assets
Current assets
Cash	3,5	$ 35,000	$ 6,381
Short-term investments	5	1,472,418	1,559,414
Prepaid expenses and deposits	6	367	550
Total assets		$ 1,507,785	$ 1,566,345
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable and accrued liabilities	7	$ 143,191	$ 77,328
Total current liabilities		143,191	77,328
Shareholders' equity
Share capital	4	1,721,279	1,721,279
Share option reserve	4	186,071	186,071
Deficit		(542,756)	(418,333)
Total shareholders' equity		1,364,594	1,489,017
Total liabilities and shareholders' equity		$ 1,507,785	$ 1,566,345
Nature of operations and going concern	1
Subsequent events	12

Approved by the Board of Directors:

(Signed) "William Ollerhead"

(Signed) "Grant McCutcheon"

William Ollerhead – Director

Grant McCutcheon – Director

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

CUSPIS CAPITAL II LTD.

A Capital Pool Corporation

Condensed Interim Statements of (Loss) Income and Comprehensive (Loss) Income

(In Canadian dollars)

(Unaudited)

For the three months ended September 30,

	Note	2024	2023
Expenses
Qualifying transaction	1	$ 128,581	$ 4,260
Professional fees		12,993	6,842
Filing costs		466	2,147
General and administrative	3	55	24
		142,095	13,273
Loss for the period before the undernoted		(142,095)	(13,273)
Interest income	5	17,672	17,898
Net (loss) income and comprehensive (loss) income for the period		$ (124,423)	$ 4,625
Loss per share
Basic and diluted	4,8	(0.01)	0.00
Weighted average number of shares outstanding (1)
Basic and diluted	4,8	7,500,000	7,500,000

(1) For the periods presented, the weighted average number of shares outstanding excludes 5,000,000 escrowed shares.

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

CUSPIS CAPITAL II LTD.

A Capital Pool Corporation

Condensed Interim Statements of Changes in Shareholders' Equity

(In Canadian dollars)

(Unaudited)

	Shares Issued #	Share Capital $	Share-based Payment Reserve $	Deficit $	Total Shareholders' Equity $
Balance, as at June 30, 2023	12,500,000	1,721,279	186,071	(306,314)	1,601,036
Net loss for the period	-	-	-	4,625	4,625
Balance, as at September 30, 2023	12,500,000	1,721,279	186,071	(301,689)	1,605,661
Balance, as at June 30, 2024	12,500,000	1,721,279	186,071	(418,333)	1,489,017
Net loss for the period	-	-	-	(124,423)	(124,423)
Balance, as at September 30, 2024	12,500,000	1,721,279	186,071	(542,756)	1,364,594

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

CUSPIS CAPITAL II LTD.

A Capital Pool Corporation

Condensed Interim Statements of Cash Flows

(In Canadian dollars)

(Unaudited)

For the three months ended September 30,

	Note	2024	2023
Cash flows from operating activities
Net (loss) income for the period		$ (124,423)	$ 4,625
Change in non-cash operating assets and liabilities
Prepaid expenses and deposits	6	183	170
Accounts payable and accrued liabilities		65,863	(9,668)
Accrued interest income	5	(17,672)	(17,898)
Cash used in operating activities		(76,049)	(22,771)
Investing activities
Short-term investments redemption	6	140,000	1,593,000
Interest received on maturity of investment	6	4,668	63,570
Short-term investments purchase	6	(40,000)	(1,620,480)
Cash provided by investing activities		104,668	36,090
Increase in cash		28,619	13,319
Cash, beginning of period		6,381	275
Cash, end of period		$ 35,000	$ 13,594

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

CUSPIS CAPITAL II LTD.

A Capital Pool Corporation

Notes to the Unaudited Condensed Interim Financial Statements

(In Canadian dollars)

For the three months ended September 30, 2024 and 2023

1. Nature of operations and going concern

The Company is carrying on business as a Capital Pool Corporation ("CPC"), as such term is defined in TSX Venture Exchange Inc. (the "Exchange") Policy 2.4 – Capital Pool Companies ("CPC Policy 2.4"). As at September 30, 2024, the Company had no business operations. The Company's principal purpose is the identification, evaluation and acquisition of assets, properties or businesses or participation therein subject, in certain cases, to shareholder approval and acceptance by the Exchange, in its efforts to complete a Qualifying Transaction.

Proposed Qualifying Transaction

On November 15, 2024, the Company entered into a definitive agreement ("Definitive Agreement") with 11197894 Canada Ltd. ("IC Group") and 16470734 Canada Inc. ("Subco"), a wholly-owned subsidiary of Cuspis-II incorporated in Canada on October 24, 2024. Refer to Note 12 for full details.

Refer also to Note 12.

Going concern

These financial statements were prepared on a going-concern basis of accounting, which assumes that the Company will continue operations for the foreseeable future and be able to realize the carrying value of its assets and discharge its liabilities and commitments in the normal course of business. The Company does not generate revenue from operations. However, the Company believes that its working capital of $1,364,594 as at September 30, 2024 will provide the Company with sufficient cash resources to meet its obligations for at least twelve months from the end of the reporting period. As the Company has no revenues, its ability to continue as a going concern is dependent on its ability to complete its proposed Qualifying Transaction. These financial statements do not reflect adjustments that would be necessary if the going concern assumption was not appropriate. These adjustments could be material.

CUSPIS CAPITAL II LTD.
A Capital Pool Corporation
Notes to the Unaudited Condensed Interim Financial Statements
(In Canadian dollars)
For the three months ended September 30, 2024 and 2023

2. Basis of presentation

Statement of compliance

These unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”), using accounting policies consistent with International Financial Reporting Standards (“IFRS”).

Accounting policies and methods of their application followed in the preparation of these unaudited condensed interim financial statements are consistent with those used in the annual audited financial statements for the year ended June 30, 2024, which are available under the Company’s profile www.SEDARplus.ca (“SEDAR+”).

Basis of measurement

These financial statements have been prepared on an historical cost basis and on an accrual basis except for cash flow information. The financial statements are presented in Canadian dollars, which is the Company’s functional currency.

These financial statements were authorized for issue by the Board of Directors on November 29, 2024.

3. Cash restriction

4. Share capital

Authorized

Unlimited common shares with no par value.

Issued

	Number of Common Shares	Amount
Balance as at June 30, 2023, June 30, 2024 and September 30, 2024	12,500,000	$ 1,721,279

Seed shares

As at September 30, 2024 and 2023, the Company had a total of 5,000,000 seed common shares issued and outstanding at $0.10 per share.

Initial public offering

On December 11, 2020, the Company completed its initial public offering (“the Offering”), pursuant to which it issued 7,500,000 common shares at $0.20 per share, for aggregate proceeds of $1,500,000.

CUSPIS CAPITAL II LTD.
A Capital Pool Corporation
Notes to the Unaudited Condensed Interim Financial Statements
(In Canadian dollars)
For the three months ended September 30, 2024 and 2023

4. Share capital (continued)

Stock option plan

Stock options

	Number of stock options issued and exercisable	Weighted average exercise price
Balance as at June 30, 2023, June 30, 2024 and September 30, 2024	1,250,000	$ 0.20

Shares subject to escrow

CUSPIS CAPITAL II LTD.

A Capital Pool Corporation

Notes to the Unaudited Condensed Interim Financial Statements

(In Canadian dollars)

For the three months ended September 30, 2024 and 2023

5. Cash and short-term investment

Cash

As at September 30, 2024, the Company had $35,000 in cash held at a Canadian financial institution (June 30, 2024 - $6,381).

Short-term investments

As at June 30, 2024, the Company held $1,500,480 in a one-year fully cashable guaranteed investment certificate ("GIC") with a variable interest rate of the Canadian Imperial Bank of Commerce Prime Rate ("CIBC Prime Rate") minus 2.6% and an effective annual interest rate of 4.6%. The GIC matured on October 1, 2024 (note 12).

On August 12, 2024, $100,000 was redeemed from the Company's GICs, $4,517 in interest was received, and $40,000 was reinvested in a one-year fully cashable GIC with a variable interest rate of the CIBC Prime Rate minus 2.7% and an effective annual interest rate of 4%. On September 16, 2024, this $40,000 GIC was redeemed and $151 in interest was received.

Accrued interest on outstanding GICs as at September 30, 2024 totaled $71,938 (June 30, 2024 - $58,934). Interest income recorded during the three months ended September 30, 2024 totaled $17,672 (September 30, 2023 - $17,898).

6. Prepaid expenses and deposits

Prepaid expenses and deposits as at September 30, 2024 totaling $367 (June 30, 2024 – $550) mainly included the Company's annual contracts for SEDAR+ filings and news release dissemination.

7. Accounts payable and accrued liabilities

The Company's accounts payable and accrued liabilities consisted of the following:

	September 30, 2024	June 30, 2024
Accounts payable	$ 127,940	$ 58,478
Accrued liabilities	15,251	18,850
Total	$ 143,191	$ 77,328

8. Net income (loss) per share

The net income (loss) per common share was based on the income (loss) attributable to common shareholders and the weighted average number of common shares outstanding. The income (loss) per share calculation does not include escrowed shares as they are contingently returnable.

Diluted income (loss) per share does not include the effect of any share options outstanding as they will be held in escrow until the completion of a Qualifying Transaction.

CUSPIS CAPITAL II LTD.
A Capital Pool Corporation
Notes to the Unaudited Condensed Interim Financial Statements
(In Canadian dollars)
For the three months ended September 30, 2024 and 2023

9. Related party transactions

Related parties include the Board of Directors, close family members and enterprises which are controlled by these individuals as well as certain persons performing similar functions. Refer to Note 1 for details about the advisory agreement signed with a corporation having certain directors in common with the Company.

10. Management of capital

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern and ensure sufficient liquidity in order to remain a CPC and complete its proposed Qualifying Transaction so that it can provide adequate returns for shareholders. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company defines capital as total shareholders' equity. The Company is not subject to any externally imposed capital requirements other than the cash restriction disclosed in Note 3. There were no significant changes in the Company's approach to capital management during the periods ended September 30, 2024 and June 30, 2024.

11. Financial instruments and risk management

Fair values

As at September 30, 2024, the Company's financial instruments consisted of cash, short-term investments, and accounts payable and accrued liabilities. The fair values of these financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its obligations. The Company is exposed to credit risk through its cash and short-term investment balances which were held at Canadian financial institutions as at September 30, 2024 and June 30, 2024. The Company believes its exposure to credit risk is not significant.

CUSPIS CAPITAL II LTD.
A Capital Pool Corporation
Notes to the Unaudited Condensed Interim Financial Statements
(In Canadian dollars)
For the three months ended September 30, 2024 and 2023

11. Financial instruments and risk management (continued)

Interest rate risk

A 1% increase (decrease) in the interest rate on the short-term investments as at September 30, 2024 would result in an estimated increase (decrease) in net income (loss) of approximately $14,700 (June 30, 2024 - $15,600).

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support normal operation requirements. The Company coordinates this planning and budgeting process with its financing activities through the capital management process described in note 10, in normal circumstances. The Company's accounts payable and accrued liabilities have contractual maturities of less than 30 days and have normal trade terms.

12. Subsequent events

GIC maturity and reinvestment

On October 1, 2024, a GIC totaling $1,400,480 matured, $71,938 in interest was received and $1,372,418 is currently reinvested in a one-year fully cashable GIC with a fixed interest rate of 3.5%.

Qualifying Transaction update

On November 15, 2024, the Company, IC Group, and Subco entered into a Definitive Agreement. Subject to the terms and conditions contained in the Definitive Agreement, the Company and IC Group agreed to complete an amalgamation to ultimately form the resulting issuer (the "Resulting Issuer") that, upon closing, will continue on the business of IC Group (the "Transaction"). The Transaction will constitute the Company's Qualifying Transaction, as such term is defined in the policies of the Exchange. Following completion of the Transaction, the Resulting Issuer intends to list as a Tier 1 Technology Issuer on the Exchange.

The Transaction will be completed by way of a three-cornered amalgamation under the federal laws of Canada, whereby Subco and IC Group will amalgamate (the "Amalgamation"), and the resulting amalgamated entity will survive as a wholly-owned subsidiary of Cuspis-II. Each issued and outstanding Class A common share of IC Group (each an "IC Group Share") will be exchanged for common shares (the "Resulting Issuer Shares") of the Resulting Issuer on the basis of one Resulting Issuer share for one IC Group Share (the "Exchange Ratio"). In addition, it is contemplated that all securities convertible, exercisable or exchangeable into IC Group Shares outstanding at the effective time will be exchanged for similar securities of the Resulting Issuer on the basis of the Exchange Ratio.

The transaction is subject to certain regulatory and shareholder approvals. There can be no assurance that the Transaction will be completed as proposed or at all.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of

CUSPIS CAPITAL II LTD.

A Capital Pool Corporation

For the three months ended September 30, 2024 and 2023

CUSPIS CAPITAL II LTD.
A Capital Pool Corporation
MANAGEMENT'S DISCUSSION AND ANALYSIS
of the Financial Condition and Results of Operations
For the three months ended September 30, 2024 and 2023

November 29, 2024

INTRODUCTION

This management's discussion and analysis ("MD&A") of financial condition and result of operations of Cuspis Capital II Ltd. ("Cuspis-II" or "the Company") is supplementary to and should be read in conjunction with the Company's unaudited condensed interim financial statements for the three months ended September 30, 2024 and 2023. This MD&A has been prepared in compliance with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations and the Company's financial statements are prepared in accordance with the International Financial Reporting Standards ("IFRS").

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management's discussion and analysis of operating results and financial condition are made with reference to the Company's unaudited condensed interim financial statements and notes thereto for the three months ended September 30, 2024 and 2023, which have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34"), using accounting policies consistent with IFRS. The Company's significant accounting policies are summarized in detail in note 3 of the Company's financial statements for the years ended June 30, 2024 and 2023 which are available under the Company's profile at www.SEDARplus.ca ("SEDAR+").

4. OVERVIEW

The Company

Cuspis Capital II Ltd. was incorporated September 3, 2019 pursuant to the provisions of the Business Corporations Act (Ontario). The Company's corporate and tax year-end is June 30. The Company's shares are listed for trading on the TSX Venture Exchange under the symbol "CCII.P".

Strategy

As at September 30, 2024, the Company had no business operations. The Company's principal purpose is the identification, evaluation and acquisition of assets, properties or businesses or participation therein subject, in certain cases, to shareholder approval and acceptance by the Exchange, in its efforts to complete a Qualifying Transaction.

Proposed Qualifying Transaction

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Following completion of the Transaction, the Resulting Issuer intends to list as a Tier 1 Technology Issuer on the Exchange. Trading in the common shares of the Company was halted pursuant to the policies of the Exchange.

On November 15, 2024, the Company, IC Group, and 16470734 Canada Inc. ("Subco"), a wholly-owned subsidiary of Cuspis-II incorporated in Canada on October 24, 2024, entered into a definitive agreement (the "Definitive Agreement"), which superseded the LOI. Subject to the terms and conditions contained in the Definitive Agreement, the Company and IC Group agreed to complete an amalgamation to ultimately form the resulting issuer (the "Resulting Issuer") that, upon closing, will continue on the business of IC Group (the "Transaction"). The Transaction will constitute the Company's Qualifying Transaction, as such term is defined in the policies of the Exchange. Following completion of the Transaction, the Resulting Issuer intends to list as a Tier 1 Technology Issuer on the Exchange.

The transaction is subject to certain regulatory and shareholder approvals. There can be no assurance that the Transaction will be completed as proposed or at all.

Advisory agreement

5. SHARE CAPITAL

	Number of Common Shares	Amount
Balance as at June 30, 2023, June 30, 2024, September 30, 2024 and November 29, 2024	12,500,000	$ 1,721,279

Seed shares

As at September 30, 2024 and June 30, 2024, the Company had a total of 5,000,000 seed common shares issued and outstanding at $0.10 per share.

Initial public offering

On December 11, 2020, the Company completed its initial public offering ("the Offering"), pursuant to which it issued 7,500,000 common shares at $0.20 per share, for aggregate proceeds of $1,500,000.

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Stock options

	Number of stock options issued and exercisable	Weighted average exercise price
Balance as at June 30, 2023, June 30, 2024, September 30, 2024 and November 29, 2024	1,250,000	$ 0.20

Shares subject to escrow

6. CASH RESTRICTION

7. RESULTS OF OPERATIONS

Operating expense

	Three months ended September 30,
	2024	2023
Qualifying transaction	$ 128,581	$ 4,260
Professional fees	12,993	6,842
Filing costs	466	2,147
General and administrative	55	24
Net loss from operations for the period	$ 142,095	$ 13,273

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Qualifying transaction

Qualifying transaction expenses totaling $128,581 for the three months ended September 30, 2024 related mainly to the current LOI with IC Group (refer to the section entitled “Overview – Proposed Qualifying Transaction”). Expenses totaling $4,260 for the period ended September 30, 2023 related mainly to a prior LOI which lapsed on June 30, 2023.

Professional fees

Professional fees include mainly legal, audit and accounting fees and annual general meeting (“AGM”) expenses.

For the three months ended September 30, 2024, professional fees totaling $12,993 included accounting and audit expenses ($8,206) and AGM costs ($4,787). Expenses totaling $6,842 during the three months ended September 30, 2023 included general corporate advice ($4,017) and accounting expenses ($2,825).

Filing costs

Filing costs include mainly expenses associated with Exchange and SEDAR+ filing fees. Filing costs totaled $466 for the three months ended September 30, 2024 (September 30, 2023 - $2,147).

Interest income

As at June 30, 2024, the Company held $1,500,480 in a one-year fully cashable guaranteed investment certificate (“GIC”) with a variable interest rate of the Canadian Imperial Bank of Commerce Prime Rate (“CIBC Prime Rate”) minus 2.6% and an effective annual interest rate of 4.6%.

On October 1, 2024, the GIC totaling $1,400,480 matured, $71,938 in interest was received and $1,372,418 is currently reinvested in a one-year fully cashable GIC with a fixed interest rate of 3.5%.

Interest income recorded during the three months ended September 30, 2024 totaled $17,672 (September 30, 2023 - $17,898).

Income (loss) and comprehensive income (loss)

The loss and comprehensive loss for the three months ended September 30, 2024 amounted to $124,423 or $0.01 per share basic and diluted (June 30, 2024 – income and comprehensive income of $4,625 or $Nil per share basic and diluted).

Diluted income (loss) per share does not include the effect of any share options outstanding as they will be held in escrow until the completion of a Qualifying Transaction.

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Income taxes

The Company has approximately $579,000 of non-capital losses in Canada which, under certain circumstances, can be used to reduce the taxable income of future years. These losses expire between 2040 and 2045. Deferred tax assets have not been recognized because it is not probable that future taxable profit will be available against which the Company can use the benefits.

8. QUARTERLY FINANCIAL RESULTS

	Fiscal 2025	Fiscal 2024				Fiscal 2023
	Sep 30, 2024	Jun 30, 2024	Mar 31, 2024	Dec 31, 2023	Sep 30, 2023	Jun 30, 2023	Mar 31, 2023	Dec 31, 2022
Revenue	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -
Operating expenses	142,095	101,076	74,458	3,216	13,273	28,166	12,796	17,485
Interest income	17,672	19,769	20,952	21,385	17,898	16,412	16,582	12,958
Income (loss) and comprehensive income (loss) for the period	(124,423)	(81,307)	(53,506)	18,169	4,625	(11,754)	3,786	(4,527)
Income (loss) per share – basic and diluted	(0.01)	(0.01)	(0.00)	0.00	0.00	(0.00)	0.00	(0.00)
Weighted average number of shares outstanding (1)	7,500,000	7,500,000	7,500,000	7,500,000	7,500,000	7,500,000	7,500,000	7,500,000

(1) For the periods presented, the calculation of weighted average number of common shares outstanding excludes any escrowed shares and options outstanding.

9. RELATED PARTY TRANSACTIONS

Related parties include the Board of Directors, close family members and enterprises which are controlled by these individuals as well as certain persons performing similar functions.

10. LIQUIDITY AND CAPITAL RESOURCES

Working capital

As at September 30, 2024, the Company had no debt and working capital totaled $1,364,594 compared to $1,489,017 as at June 30, 2024.

The Company funds its activities through equity financing. To date, the Company raised approximately $500,000 in initial seed financing and an additional $1,500,000 pursuant to the Offering through the issuance of common shares to fund its operations, which at this time principally consists of identifying and completing a Qualifying Transaction. The current cash on hand as at September 30, 2024 is expected to be sufficient to meet the Company's liquidity requirements. However, upon completion of the Qualifying Transaction, additional capital may be necessary.

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11. INVESTOR RELATIONS

12. PROPOSED TRANSACTIONS AND OFF BALANCE SHEET ARRANGEMENTS

On March 4, 2024, the Company entered into an LOI with IC Group as summarized in the section entitled “Overview – Proposed Qualifying Transaction”.

There are no off balance sheet arrangements that have or are reasonably likely to have an effect on the results of operations or financial condition of the Company.

13. OPERATING RISKS AND UNCERTAINTIES

Management of capital

Financial instruments and risk management

Fair values

As at September 30, 2024, the Company’s financial instruments consisted of cash, short-term investments, and accounts payable and accrued liabilities. The fair values of these financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its obligations. The Company is exposed to credit risk through its cash and short-term investment balances which were held at Canadian financial institutions as at September 30, 2024 and June 30, 2024. The Company believes its exposure to credit risk is not significant.

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Interest rate risk

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support normal operation requirements. The Company coordinates this planning and budgeting process with its financing activities through the capital management process described in the section entitled “Operating risks and uncertainties – Management of capital”, in normal circumstances. The Company’s accounts payable and accrued liabilities have contractual maturities of less than 30 days and have normal trade terms.

Risks and uncertainties

The Company does not have a history of operations. There is no assurance that it will produce revenue, operate profitably or provide a return on investment in the future.

Upon public announcement of the proposed Qualifying Transaction, trading in common shares of the Company was halted and will remain so for an indefinite period of time, until certain reviews are conducted, and obligations satisfied. The common shares will be reinstated to trading upon review and acceptance of the Exchange. Reinstatement to trading provides no assurance with respect to the merits of the transaction or the likelihood of the Company completing a Qualifying Transaction. Trading of the common shares may be halted at other times for other reasons, including for failure by the Company to submit documents to the Exchange in the time periods required.

14. ADDITIONAL INFORMATION

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CUSPIS CAPITAL II LTD.
Shareholder Information

Board of Directors and Officers

William Ollerhead (Chairman of the Board and Chief Executive Officer)
Grant McCutcheon (Chief Financial Officer and Secretary)
Jack Schoenmakers
C. Fraser Elliott

Auditors

McGovern Hurley LLP
251 Consumers Road, Suite 800
Toronto, Ontario Canada
M2J 4R3

Shareholder inquiries

c/o Chitiz Pathak LLP
77 King Street West, Suite 700
Toronto, Ontario Canada
M5K 1G8

Transfer agent

TSX Trust Company
200 University Avenue, Suite 300
Toronto, Ontario Canada
M5H 4H1
Tel: (416) 361-0930
Fax: (416) 361-0470
email: [email protected]

Common shares

The common shares of the Company are listed on the TSX Venture Exchange under the symbol CCII.P.

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SCHEDULE "C"

AUDITED FINANCIAL STATEMENTS OF IC GROUP FOR THE FINANCIAL YEARS ENDED
DECEMBER 31, 2023 and DECEMBER 31, 2022
(Please see attached)

11197894 Canada Ltd.
Consolidated Financial Statements
December 31, 2023 and 2022

Consolidated statements of financial position 2
Consolidated statements of income (loss) and other comprehensive income (loss) 3
Consolidated statements of shareholders' equity 4
Consolidated statements of cash flows 5
Notes to consolidated financial statements 6 - 32

Independent Auditor's Report

MNP

To the Board of Directors of 11197894 Canada Ltd.:

Opinion

We have audited the consolidated financial statements of 11197894 Canada Ltd. and its subsidiaries (the "Group"), which comprise the consolidated statement of financial position as at December 31, 2023, December 31, 2022 and January 1, 2022 and the consolidated statements of income (loss) and other comprehensive income (loss), changes in shareholders' equity and cash flows for the years ended December 31, 2023 and December 31, 2022, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2023, December 31, 2022 and January 1, 2022 and its consolidated financial performance and its consolidated cash flows for the year ended December 31, 2023 and December 31, 2022 in accordance with IFRS® Accounting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.

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

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, 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.

MNP LLP

True North Square

242 Hargrave Street, Suite 1200, Winnipeg MB, R3C 0T8

1.877.500.0795 T: 204.775.4531 F: 204.783.8329

PRAXITY®

MNP.ca

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 Group'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 Group or to cease operations, or has no realistic alternative but to do so.

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

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

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group'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 Group'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 Group 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.

True North Square - 242 Hargrave Street, Suite 1200, Winnipeg, Manitoba, R3C 0T8
1.877.500.0795 T: 204.775.4531 F: 204.783.8329 MNP.ca
MNP

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

Winnipeg, Manitoba

January 23, 2025

MNP LLP

Chartered Professional Accountants

True North Square - 242 Hargrave Street, Suite 1200, Winnipeg, Manitoba, R3C 0T8

1.877.500.0795 T: 204.775.4531 F: 204.783.8329 MNP.ca

MNP

11197894 Canada Ltd.
Consolidated Statements of Financial Position
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

	Note	December 31, 2023	December 31, 2022	January 1, 2022
Assets
Current
Cash	4	1,176,270	2,089,962	2,599,251
Restricted cash	5	3,033,569	7,102,089	3,730,362
Accounts and other receivables		2,221,317	1,658,018	747,737
Income taxes recoverable		1,092,942	251,474	217,737
Short-term debentures	6 and 21	337,900	271,900	212,000
Prepaid expenses and other assets		173,698	130,890	137,911
Total current assets		8,035,696	11,504,333	7,644,998
Non-current assets
Investments	6 and 21	347,500	347,500	347,500
Property and equipment	7	1,926,834	1,998,518	1,982,563
Notes receivable	6 and 21	201,560	-	-
Intangible assets	8, 18 and 21	5,338,742	2,743,089	3,172,429
Goodwill	8 and 18	4,370,000	-	-
Total assets		20,220,332	16,593,440	13,147,490
Liabilities
Current
Accounts payable and accrued liabilities		2,042,817	977,011	1,663,669
Deferred revenue	9	1,147,214	1,946,637	2,951,115
Customer deposits – prizing		2,933,730	6,883,036	3,459,720
Canada Emergency Business Account Loan	10	40,000	-	-
Current portion of long-term debt	11 and 21	10,538,908	710,568	370,062
Total current liabilities		16,702,669	10,517,252	8,444,566
Non-current liabilities
Canada Emergency Business Account Loan	10	-	40,000	40,000
Long-term debt	11 and 21	-	3,163,883	2,632,324
Deferred tax liability	12	1,111,000	131,500	120,500
Total liabilities		17,813,669	13,852,635	11,237,390
Shareholders’ Equity
Share capital	13 and 21	257,102	257,102	257,102
Retained earnings		2,325,043	2,588,128	1,650,628
Non-controlling interest in subsidiaries		(175,482)	(104,425)	2,370
Shareholders’ equity		2,406,663	2,740,805	1,910,100
Total liabilities and shareholders’ equity		20,220,332	16,593,440	13,147,490

Signed by "Duncan McCready"
Director

Signed by "Michael Svetkoff"
Director

11197894 Canada Ltd.
Consolidated Statements of income (loss) and other comprehensive income (loss)
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

	Note	2023	2022
Revenue
Contract and prizing revenue		7,798,265	8,845,752
Override rebates		1,962,488	1,915,995
Profit and sales commissions		1,114,954	550,528
Mobile messaging	18	997,511	-
Rating site and administrative income		329,213	331,767
Total revenue		12,202,431	11,644,042
Cost of revenue
Brokerage commissions		472,327	202,939
Direct labour		2,100,573	2,753,404
Fulfillment costs		1,517,839	1,027,731
Mobile messaging carrier costs	18	595,930	-
Total cost of sales		4,686,669	3,984,074
Gross margin		7,515,762	7,659,968
Operating expenses
Operating and administrative expenses	19	(7,727,538)	(6,493,693)
Other income (expense)	19	228,156	344,950
Operating income (loss)		16,380	1,511,225
Interest expense		234,835	85,017
(Loss) income before income taxes		(218,455)	1,426,208
Income tax expense (recovery)	12
Current		(863,813)	384,503
Deferred		979,500	11,000
Income tax expense		115,687	395,503
Net (loss) income and other comprehensive income (loss)		(334,142)	1,030,705
Net (loss) income and other comprehensive income (loss) attributable to:
Parent		(258,855)	1,151,428
Non-controlling interest		(75,287)	(120,723)
		(334,142)	1,030,705
Basic and diluted (loss) earnings per share		$(0.12)	$0.36

11197894 Canada Ltd.
Consolidated Statements of Shareholders' Equity
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

	Number of Class A common shares	Share capital	Retained earnings	Non-controlling interest in subsidiaries	Total shareholders' equity
January 1, 2022	2,882,946	257,102	1,650,628	2,370	1,910,100
Net (loss) income and other comprehensive income (loss)	-	-	1,030,705	-	1,030,705
Dividends	-	-	(200,000)	-	(200,000)
Income allocation adjustment	-	-	(13,928)	13,928	-
Non-controlling interest in subsidiaries	-	-	120,723	(120,723)	-
December 31, 2022	2,882,946	257,102	2,588,128	(104,425)	2,740,805
Net (loss) income and other comprehensive income (loss)	-	-	(334,142)	-	(334,142)
Income allocation adjustment	-	-	(4,230)	4,230	-
Non-controlling interest in subsidiaries	-	-	75,287	(75,287)	-
December 31, 2023	2,882,946	257,102	2,325,043	(175,482)	2,406,663

During the year ended December 31, 2022, the Company declared dividends of $200,000 ($0.07 per common share). No dividends were declared in 2023.

11197894 Canada Ltd.
Consolidated Statements of Cash Flows
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

	2023	2022
Cash provided by (used for) the following activities
Operating activities
Net (loss) income and other comprehensive income (loss)	(334,142)	1,030,705
Adjustments for:
Interest expense	234,835	85,017
Income tax expense	115,687	395,503
Foreign exchange loss (gain)	25,738	(112,591)
Impairment loss	275,000	-
Amortization of property and equipment	87,277	124,637
Amortization of intangible assets	572,173	429,340
	976,568	1,952,611
Changes in working capital accounts
Restricted cash	4,068,520	(3,371,727)
Accounts and other receivables	(563,299)	(910,281)
Prepaid expenses and deposits	(42,808)	7,021
Accounts payable and accrued liabilities	1,065,806	(686,658)
Deferred revenue	(799,423)	(1,004,478)
Customer deposits – prizing	(3,949,306)	3,423,316
	756,058	(590,196)
Interest paid	(234,835)	(85,017)
Income tax received (paid)	22,345	(418,240)
	543,568	(1,093,453)
Financing activities
Advances of long-term debt	7,500,000	1,242,126
Repayments of long-term debt	(835,543)	(370,061)
Dividends	-	(200,000)
	6,664,457	672,065
Investing activities
Purchases of property and equipment	(15,593)	(140,592)
Cash used in business combination (Note 20)	(7,500,000)	-
Additions to internally developed intangible assets	(312,826)	-
Advances of notes receivable	(201,560)	-
Purchase of debentures	(66,000)	(59,900)
	(8,095,979)	(200,492)
Decrease in cash resources	(887,954)	(621,880)
Cash resources, beginning of year	2,089,962	2,599,251
Effect of changes in exchange rates on cash held	(25,738)	112,591
Cash resources, end of year	1,176,270	2,089,962

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

1. Nature of operations and going concern

Nature of operations

11197894 Canada Ltd (the "Company") is domiciled in Canada. These consolidated financial statements comprise the Company and its wholly owned subsidiaries, IC Group Inc., IC U.S. Corp., IC LP Subco Ltd., and Insured Creativity Inc., of which 11197894 Canada Ltd. owns 87.38% (together the "Group").

The Company was incorporated on January 15, 2019, under the Canada Business Corporations Act, for the purpose of effecting an amalgamation of 1939250 Ontario Ltd. and IC Group G.P. Inc. The Company's registered office is located at 383 Dovercourt Drive, Winnipeg, Manitoba, Canada R3Y 1G4.

The Group is a leading marketing services technology company, powering consumer engagement and promotions for Fortune 500 Brands. It has over 30 years of experience delivering impactful digital promotions, loyalty, rebate, mobile messaging and speciality insurance solutions in global jurisdictions.

Going concern

These consolidated financial statements have been prepared using International Financial Reporting Standards ("IFRS") that are applicable to a going concern, which contemplates the Group will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Group's future operations are dependent upon its ability to attain profitable operations and generate funds therefrom, and to continue to obtain financing sufficient to meet current and future obligations.

The Group recognised a loss for the year ended December 31, 2023 of $334,142 (2022: income of $1,030,705) and has shareholders' equity of $2,406,663 and $2,740,805, respectively, at December 31, 2023 and 2022. Management believes operations will continue to be funded out of operating cash flows (2023: $543,568; 2022: ($1,093,453)) and that the Group has sufficient assets and access to financing (Note 21) to meet liabilities due in the immediate future. Based on these factors, management has a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future.

These consolidated financial statements do not reflect adjustments in the carrying values of the Group's assets and liabilities, revenues and expenses, and the statements of financial position classifications used, that would be necessary if the going concern assumptions were not appropriate. Such adjustments could be material.

2. Basis of preparation

Statement of compliance

These consolidated financial statements of the Group for the years ended December 31, 2023, and 2022 have been prepared by management in accordance with IFRS as issued by the International Accounting Standards Board ("IASB") and with interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). The consolidated financial statements were authorised for issue by Group's board of directors on January 23, 2024.

Principles of consolidation

The Group consolidates its interest in entities which it controls. Control is achieved over an entity when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. All intercompany balances and transactions have been eliminated on consolidation.

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

The following subsidiaries of the Group have been consolidated:

Name of entity	Principal place of business	% Ownership	Functional currency
IC Group Inc.	Canada	100%	CAD dollar
IC U.S. Corp.	United States of America	100%	CAD dollar
IC LP Subco Ltd.	Canada	100%	CAD dollar
Insured Creativity Inc.	Canada	87.38%	CAD dollar

Basis of presentation

These consolidated financial statements have been prepared on the historical cost basis.

Functional and presentation currency

These consolidated financial statements are presented in the Canadian dollar ("CAD Dollar" or "$") which is Company's functional currency. All amounts have been rounded to nearest dollar, unless otherwise indicated.

Use of estimates and judgments

The preparation of the consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Management has applied significant judgments, estimates and assumptions related to the following:

i. Business combination

During 2023, the Group acquired certain assets as part of transaction accounted for as a business combination. The assets acquired were subject to fair valuation as part of their initial recognition. The Group used its judgement to select a variety of methods and made assumptions that were mainly based on market conditions existing at the date of acquisition. Determining fair values required management to make assumptions regarding forecasts, terminal values, the expected internal rate of return and the Group's weighted average cost of capital, among others.

For acquisitions, the Group measures goodwill as the fair value of the consideration transferred, including the recognized amount of any non-controlling interest in the acquiree, less the fair value of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date. When the excess is negative, a bargain purchase gain is recognized immediately in the consolidated statement of income (loss) and other comprehensive income (loss).

ii. Going concern

The evaluation of the Group's ability to continue as a going concern, which is dependent on the Group's ability to raise additional financing in order to cover its operating expenses for the upcoming year, requires significant judgment-based assumptions including the probability that future events are considered reasonable according to the circumstances. Please refer to Note 1 for further information.

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

iii. Intangible assets

Significant judgments are made in determining the useful lives, costs to be capitalised and recoverable amounts of the Group's intangible assets, and in evaluating whether certain occurrences represent objective evidence of impairment. Estimates of the recoverable amounts of the intangible assets rely on certain factors such as future cash flows and discount rates. Judgments on costs to be capitalised depend on time spent by the developer and the nature of activity performed i.e., maintenance or development.

Future cash flows are based on sales projections and costs which are estimated based on forecasted results while discount rates are based on the Group's cost of capital. Future outcomes may be materially different than those assumptions used in the impairment assessment and therefore could have a significant effect on the results of the Group. Management uses its judgment to determine whether costs incurred meet the criteria to be recorded as an intangible asset.

iv. Goodwill

Goodwill, a non-tangible asset arising from business combinations, requires significant judgment to estimate its reported value being cost less accumulated impairment losses.

Goodwill is not amortized, rather it is subject to an annual impairment test. Determining whether goodwill has been impaired involves estimating the recoverable amount of the cash-generating units (CGUs) to which goodwill has been allocated. This process includes judgements on factors such as i) the identification of cash-generating units, ii) estimates of future cash flows, iii) the determination of discount rates, and iv) estimates of terminal growth rates. Changes in any of these estimates could significantly impact the valuation of goodwill and the reported amount of goodwill impairment losses.

v. Revenue recognition

Revenue is recognised over time measured using the percentage of completion method based on the estimated cost-to-complete. As part of the measurement process, management is required to estimate the total projected costs of completing contracts. Projected costs may change over the duration of a contract or due to changes in the terms. Estimates are reviewed on an ongoing basis and necessary adjustments are made to percentages of completion to reflect the contract completed to date. Such costs are recognised in the consolidated statements of income (loss) and other comprehensive income (loss) when they are incurred. Advances received are included in liabilities as deferred revenue.

vi. Current and deferred income taxes

The Group is primarily subject to income taxes in Canada. Significant judgment is required in determining the provision for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. The Group maintains provisions for uncertain tax positions that are believed to appropriately reflect its risk with respect to tax positions under discussion, audit, dispute, or appeal with tax authorities, or which are otherwise considered to involve uncertainty. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. The Group regularly assesses the adequacy of these provisions at the end of each reporting period. However, it is possible that at some future date an additional liability could result from audits by relevant taxing authorities. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred tax assets and liabilities in the period in which such a determination is made.

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

3. Significant accounting policies

Cash and restricted cash

Cash includes cash on hand and cash denominated in foreign currencies.

Restricted cash is subject to a legal or contractual restriction by third parties as well as restriction as to withdrawal or use, including restrictions that require the funds to be used for a specified purpose and restrictions that limit the purpose for which the funds can be used. Restricted cash consists of funds held for the purposes of fulfilling future prizing obligations. Cash and restricted cash are valued at amortized cost which approximates fair value.

Investments

The Group accounts for its equity investment in Emotion Media Inc. (Note 7) at amortised cost, using the effective interest method. The gross carrying amount is reduced by impairment losses. Gains or losses on the disposal of investments are recognised in the consolidated statements of income (loss) and other comprehensive income (loss) when incurred.

Property and equipment

Property and equipment are measured at cost, net of accumulated depreciation. Subsequent costs are included in the property and equipment's carrying value or recognised as a separate asset when it is probable that future economic benefits associated with the item will be realised and the cost of the item can be measured reliably. All other repairs and maintenance are recognised in the consolidated statements of income (loss) and other comprehensive income (loss). Amortization is provided at the following rates and methods intended to amortize the cost of assets over their estimated useful lives:

	Method	Rate
Buildings	declining balance	4-10 %
Computer equipment and software	declining balance	45-55 %
Equipment, furniture and fixtures	declining balance	20 %
Leasehold improvements	straight-line	5 years
Telephone equipment	straight-line	3 years

Asset residual values, depreciation method and useful lives are reviewed annually and adjusted if appropriate. Gains or losses on disposal of property and equipment are recorded in the consolidated statement of income (loss) and other comprehensive income (loss) in the year of disposal.

An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value of the asset) is included in the consolidated statements of income (loss) and other comprehensive income (loss) in the period the asset is derecognized.

Intangible assets and Goodwill

Intangible assets that are internally generated are initially measured at cost. After initial recognition, intangible assets are carried at cost less accumulated amortization and impairment losses. Amortization of the asset begins when development is complete and the asset is available for use. During the period of development, the asset is tested for impairment annually.

Goodwill arising from a business combination is recognized as an asset at the date of control (acquisition date). Goodwill is measured as the excess of the cost of the acquisition over the Group's interests in the net fair value of the identifiable net assets, liabilities, and contingent liabilities of the acquiree recognized at the date of acquisition. Goodwill is measured at cost less accumulated impairment losses. Goodwill is not amortized but is subject to an annual impairment test.

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

Research expenditures are recognised as an expense when incurred. Intangible assets arising from internal development are recognised if the Group can demonstrate 1) the technical feasibility of completing the intangible asset so that it will be available for use or sale; 2) the intention to complete the intangible asset for use or sale; 3) the ability to use or sell the intangible assets; 4) how the intangible asset will generate future economic benefits by showing the existence of a market or the usefulness, if used internally; 5) the availability of adequate technical, financial, and other resources to complete development; and 6) the ability to reliably measure the expenditures attributable to the intangible asset.

The expenses capitalised as intangible assets include all directly attributable costs necessary to create, produce, and prepare the asset. Intangible assets are derecognised and removed from the consolidated statements of financial position on disposal or when no future economic benefits are expected. Gains or losses from derecognition are measured as the difference between the net disposal proceeds, if any, and the carrying amount and are recognised in the consolidated statements of earnings (loss).

Amortization of intangible assets is recorded on a straight-line basis as follows:

Internally developed software	Method	Rate
Acquired license and related software	straight-line	5 years
Customer relationships	straight-line	Term of license
	straight-line	5 years

Impairment of non-financial assets

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination. Intangible assets with finite lives not yet available for use are tested for impairment at least annually, or whenever there is an indication that the asset may be impaired. 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 for which the estimates of future cash flows have not been adjusted. The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount of the asset or CGU is reduced to its recoverable amount. An impairment loss is recognized immediately in the consolidated statements of income (loss) and other comprehensive income (loss). They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU and then to reduce the carrying amounts of the other assets in the CGU, on a pro-rata basis.

Where an impairment loss subsequently reverses, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount, such that the increased carrying amount 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 in the consolidated statements of income (loss) and other comprehensive income (loss). An impairment loss in respect of goodwill is not reversed.

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

Income taxes

Income tax comprises current and deferred tax. Income tax is recognized in the consolidated statements of income (loss) and other comprehensive income (loss) except to the extent that the tax is recognised either in other comprehensive income/loss or directly in equity, or the tax arises from the initial accounting for a business acquisition. Current tax is the expected tax payable on taxable income for the year, using tax rates enacted or substantially enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to offset the amounts and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously. Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax basis of assets and liabilities and there carrying amounts in the financial statements. Deferred tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Deferred tax assets are recognized to the extent future recoveries are probable. At each reporting period, deferred tax assets are reduced to the extent it is no longer possible or probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.

Financial instruments

The Group recognizes its financial instruments when the Group becomes party to the contractual provisions of a financial instrument.

Financial assets are classified and measured based on the business model in which they are held and the characteristics of their contractual cash flows. The primary measurement categories for financial assets are measured at amortized cost, fair value through other comprehensive income ("FVOCI") and fair value through profit or loss ("FVTPL"). A financial asset or financial liability is initially measured at fair value plus or minus, for an item not at FVTPL, transactions costs that are directly attributable to its acquisition or issue. A financial asset is measured at amortized cost if it is held to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. These assets are subsequently measured at amortized cost under the effective interest rate method.

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as FVTPL if its classified as held-for-trading, it is a derivative instrument or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense are recognised in consolidated statements of earnings (loss). Other financial liabilities are subsequently measured at amortized cost under the effective interest rate method.

Below is a summary showing the basis of classification and measurement of the financial instruments:

Assets
Cash and cash equivalents	Amortized cost
Restricted cash	Amortized cost
Accounts and other receivables	Amortized cost
Accounts receivable – prizing	Amortized cost
Short term debentures	Amortized cost
Investments	Amortized cost
Notes receivable	Amortized cost
Liabilities
Accounts payable and accrued liabilities	Amortized cost
Customer deposits – prizing	Amortized cost
Canada Emergency Business Account Loan	Amortized cost
Debt	Amortized cost

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

The Group recognizes a loss allowance for Expected Credit Losses ("ECL") associated with its financial assets, other than financial assets measured at FVTPL. ECL is a probability-weighted estimate of credit losses and is measured to reflect the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions.

The Group assesses whether a financial asset is credit-impaired at the reporting date. Regular indicators that a financial instrument is credit-impaired include significant financial difficulties as evidenced through borrowing patterns or observed balances in other accounts and breaches of borrowing contracts such as default events or breaches of borrowing covenants. For financial assets assessed as credit-impaired at the reporting date, the Group continues to recognize a loss allowance equal to lifetime expected credit losses.

For financial assets measured at amortized cost, loss allowances for expected credit losses are presented in the consolidated statement of financial position as a deduction from the gross carrying amount of the financial asset. Given the limited exposure of the Group to credit risk, no loss allowance has been recognized as management believes any such impairment will not have a significant impact on the consolidated financial statements.

Financial assets are written off when the Group has no reasonable expectations of recovering all or any portion thereof.

Fair value measurement

"Fair value" is 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 the principal or, in its absence, the most advantageous market to which the Group has access at the date. The fair value of a liability reflects its non-performance risk. When one is available, the Group measures the fair value of an instrument using the quoted price in an active market. If there is no quoted price in an active market, the Group uses valuation techniques that maximise the use of observable inputs and minimises the use of unobservable inputs. The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities
Level 2: inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Government loans

Where the Group receives loans or similar assistance from governments or related agencies where the interest rate is below market rate, the difference between the fair value of loan on day 1 based on prevailing market interest rates and the amount received is recognised as a government grant.

Government loans are initially recognised at fair value. Government loans are subsequently measured at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the consolidated statements of income (loss) and other comprehensive income (loss) over the term of the borrowings, using the effective interest method. Fair value is determined by using a discounted cash flow approach. The future cash flows of the loan are estimated based on the total amount to be repaid at the end of the loan term. These cash flows are then discounted at a market interest rate that reflects the credit risk of similar instruments. Government loans are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Government loans are removed from the consolidated statements of financial position when the obligation specified in the contract is discharged, canceled, or expired. The difference between the carrying amount of a government loan that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in other income or other expenses, in the consolidated statements of income (loss) and other comprehensive income (loss).

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

Financial liabilities

Financial liabilities are initially recognized at fair value. In the case of certain loans and borrowings, the fair value at initial recognition includes the value of proceeds received net of directly attributable transaction costs. The Company's financial liabilities include a revolving credit facility, notes payable, secured borrowings and accounts payable and accrued liabilities.

After initial recognition, the Company's interest-bearing debt is subsequently measured at amortized cost using the effective interest rate method.

Non-interest-bearing financial liabilities, such as accounts payable and accrued liabilities, are carried at the amount owing. A financial liability is derecognized when the obligation under the liability is settled, discharged, cancelled or expired. Any gains or losses are recognized in net income when liabilities are derecognized.

Equity instruments

Common shares are classified as equity with any costs directly attributable to the issue of new shares or options, deducted from the proceeds.

Non-controlling interest

Non-controlling interests are measured initially at their proportionate share of the acquiree's identifiable net assets at the date of acquisition. Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

Basic and diluted loss/earnings per share

The basic loss/earning per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. The diluted loss/earnings per share reflects the potential dilution of common share equivalents, such as outstanding stock options or warrants, in the weighted average number of common shares outstanding during the period, if dilutive. The "treasury stock method" is used for the assumed proceeds upon the exercise of the options that are used to purchase common shares at the average market price during the year. Shares to be issued have been considered outstanding for the purposes of basic loss per share calculations.

Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rate at the date of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transactions. Foreign currency differences are generally recognised in the consolidated statements of income (loss) and other comprehensive income (loss).

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into CAD Dollars at the exchange rate on the reporting date. The income and expenses of foreign operations are translated into CAD Dollars at the exchange rate at the dates of the transactions.

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

Revenue recognition

To determine the amount and timing of revenue to be recognized, the Group follows a 5-step process:

Identify the contract with the customer;
Identify the performance obligation in the contract;
Determine the transaction price;
Allocate the transaction price to the performance obligation; and
Recognize revenue when or as performance obligations are satisfied

Contract revenue is accounted for under the percentage of completion method. The percentage of completion is determined by relating the actual cost of work performed to date, to the current estimated total cost of the respective contracts. Revenue is recognized by determining this percentage of completion and applying it against the contract value for the respective contract. When a loss on a contract can be reasonably estimated, the total estimated amount of the loss is charged to net earnings for the year. Revisions in costs and earnings or loss estimates during the course of the work are reflected in the accounting period in which the facts which cause the revision to become known.

Prizing revenue consists of gains and losses due to foreign currency fluctuations on fulfillment of prizing contracts. Prizing revenue is accounted for under the percentage of completion method by relating the prizing distributed to estimated total prize to be distributed under contract. Prizing revenue is presented net of prizing fulfillment costs.

Related to the earning of prizing revenue, the Company holds restricted prizing funds received from its customers that are used specifically for funding contest and/or loyalty program participant obligations, at the direction of the Group's customers. These restricted funds are segregated from the Company's operating funds. The Company acts as an agent with respect to these funds accordingly, revenue is recognized on a net basis for any fees or commissions the Group earns for providing prize fulfillment services, rather than recognizing as revenue the gross amount of the restricted prizing funds received and distributed.

Override rebate and mobile messaging traffic revenue are recognized when the services are rendered, amounts are fixed or can be readily determined and the ability to collect is reasonably assured.

Profit and sale commission income is comprised of commissions earned on the Managing General Agent (MGA) book of business whereby the Group underwrites insurance premiums under its Lloyd's binder directly or indirectly to the insured. Revenue is recognized when the services are rendered, amounts are fixed or can be readily determined and the ability to collect is reasonably assured.

Rating site income is comprised of fees/commissions earned on risks bound through the Rating Site platform and monthly service fees. Revenue is recognized when the services are rendered, amounts are fixed or can be readily determined and the ability to collect is reasonably assured.

Administrative income is comprised of revenue generated from providing miscellaneous administrative services for insurance risks bound, one-time on boarding fees and monthly service fees for the use of the Rating Site platform. Revenue is recognized when the services are rendered, amounts are fixed or can be readily determined and the ability to collect is reasonably assured.

Deferred revenue

Deferred revenue represents the excess of billings to date over the amount of contract costs and profits recognized to date on the percentage of completion accounting method.

Interest revenue

Interest income is accrued on a time basis, based on the principal outstanding and at the effective interest rate applicable.

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

Investment tax credits

The benefits of investment tax credits for scientific research and development expenditures (SR&ED) are recognized on an accrual basis related to the year the SR&ED related expenses are incurred and management can reasonably estimate the amount of refund to be received.

Adoption of IFRS

As stated in Note 2, these are the Group's first financial statements prepared in accordance with IFRS. The accounting policies in Note 3 have been applied in preparing the consolidated financial statements for the year ended December 31, 2023, the comparative information for the year ended December 31, 2022 and the opening IFRS balance sheet as at January 1, 2022 (the Group's date of transition to IFRS).

The only difference in accounting under IFRS was the accounting for deferred income taxes. The impacts of adoption of IFRS for these consolidated financial statements is as per below:

	As at and for the year ended December 31, 2023	As at and for the year ended December 31, 2022	As at January 1, 2022
Consolidated statements of financial position
Non-current liabilities	1,111,000	131,500	120,500
Shareholders’ equity	(1,111,000)	(131,500)	(120,500)
Consolidated statements of income (loss) and other comprehensive income (loss)
Income tax expense	979,500	11,000	-
Net earnings (loss)	(979,500)	(11,000)	-
Consolidated statements of cash flows
Net earnings (loss)	(979,500)	(11,000)	-
Changes in working capital accounts	979,500	11,000	-

4. Cash

The Group has an overdraft facility available to a maximum of $875,000 bearing interest at prime plus 2%. A general security agreement and guarantee from a related party has been provided as security. As at December 31, 2023, none of this credit facility was utilized. Cash (expressed in $CAD equivalent) held by financial institution, as at December 31, 2023 and 2022, was as follows:

Financial Institution	December 31, 2023	December 31, 2022	January 1, 2022
Petty cash	1,179	1,115	1,478
Bank of Montreal	3,780,731	8,573,151	5,507,183
HSBC Bank USA	427,929	617,785	820,952
Total	4,209,839	9,192,051	6,329,613
Less: Restricted cash (Note 5)	(3,033,569)	(7,102,089)	(3,730,362)
Operating cash	1,176,270	2,089,962	2,599,251

As at December 31, 2023, restricted cash of $2,896,230 (December 31, 2022 - $6,991,951, January 1, 2022 - $3,580,300) was held with Bank of Montreal, $102,910 (December 31, 2022 - $110,119, January 1, 2022 - $149,587) was held with HSBC Bank Canada, and $34,429 (December 31, 2022 - $19, January 1, 2022 - $475) was held with HSBC Bank USA.

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

5. Restricted cash

Restricted cash includes funds held for the purposes of fulfilling future prizing obligations and funds held in trust for insurance premiums collected on behalf of insurance carriers or syndicates.

Restricted cash at December 31, 2023 and 2022 was comprised of the following:

	December 31, 2023	December 31, 2022	January 1, 2022
Prizing	2,896,230	6,991,950	3,580,300
Insurance premiums	137,339	110,139	150,062
Total	3,033,569	7,102,089	3,730,362

6. Investments and notes receivable

Investments

The Group holds 3,379 (December 31, 2022 - 2,719, January 1, 2022 - 2,120) units of secured non-convertible debentures issued by Emotion Media Inc. measured at an amortized cost of $337,900 (December 31, 2022 - $271,900, January 1, 2022 - $212,000).

The Group owns 5,500 Class A common shares in Emotion Media Inc. with a cost basis of $347,500 (December 31, 2022 and January 1, 2022 - $347,500). The shares represent a 14.10% ownership in Emotion Media Inc. No dividends were received by the Group from Emotion Media Inc. in 2023 or 2022.

Subsequent to year end, the Company entered into an agreement to acquire the remaining shares of Emotion Media Inc. that it did not already own and a revised repayment schedule for the debentures (Note 21).

Notes receivable

Pickaw S.A.S. is a France-based company operating in the same industry as the Group. Beginning in October 2023, the Company began supporting Pickaw's working capital requirements for the purpose of strengthening relations with the Group. These advances totaled $201,560 at December 31, 2023 and beared interest at a rate of Bank of Montreal prime rate plus 1.0% per annum.

At December 31, 2023, the receivable balance was classified as long-term, as the duration of this arrangement and subsequent repayment of the funds was unknown at that time. On May 31st, 2024, the Company acquired 100% of Pickaw S.A.S. and the accumulated amount of the notes receivable were satisfied by the fair value of tangible and intangible assets acquired. (Note 21).

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

Property and equipment

	Land	Buildings	Computer equipment and software	Equipment, furniture and fixtures	Leasehold improvements	Total
Cost
Balance, January 1, 2022	875,000	1,161,362	304,039	88,207	110,617	2,539,225
Additions	-	4,011	37,122	62,621	36,838	140,592
Balance, December 31, 2022	875,000	1,165,373	341,161	150,828	147,455	2,679,817
Additions	-	-	11,479	4,114	-	15,593
Balance, December 31, 2023	875,000	1,165,373	352,640	154,942	147,455	2,695,410
Accumulated depreciation
Balance, January 1, 2022	-	120,423	268,577	81,605	86,057	556,662
Depreciation	-	77,677	29,194	7,583	10,183	124,637
Balance, December 31, 2022	-	198,100	297,771	89,188	96,240	681,299
Depreciation	-	34,680	26,978	12,739	12,880	87,277
Balance, December 31, 2023	-	232,780	324,749	101,927	109,120	768,576
Net book value
At January 1, 2022	875,000	1,040,939	35,462	6,602	24,560	1,982,563
At December 31, 2022	875,000	967,273	43,390	61,640	51,215	1,998,518
At December 31, 2023	875,000	932,593	27,891	53,015	38,335	1,926,834

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

Intangible assets and goodwill

Cost	Goodwill	Internally developed software	Customer relationships	Acquired licence and related software	Total
Balance, January 1, 2022	-	4,293,403	-	-	4,293,403
Additions	-	-	-	-	-
Balance, December 31, 2022	-	4,293,403	-	-	4,293,403
Additions	-	312,826	-	-	312,826
Additions as part of business combination	4,370,000	-	2,635,000	495,000	7,500,000
Balance, December 31, 2023	4,370,000	4,606,229	2,635,000	495,000	12,106,229
Accumulated amortization
Balance, January 1, 2022	-	1,120,974	-	-	1,120,974
Amortization	-	429,340	-	-	429,340
Balance, December 31, 2022	-	1,550,314	-	-	1,550,314
Amortization	-	429,340	87,833	55,000	572,173
Impairment	-	-	-	275,000	275,000
Balance, December 31, 2023	-	1,979,654	87,833	330,000	2,397,487
Net book value
At January 1, 2022	-	3,172,429	-	-	3,172,429
At December 31, 2022	-	2,743,089	-	-	2,743,089
At December 31, 2023	4,370,000	2,626,575	2,547,167	165,000	9,708,742

At year end, the Company made a decision to immediately commence replacement of the main operating system acquired with the Mobile Messaging business assets (Note 18), as this is anticipated to accelerate revenue growth. The Company performed an impairment test as at December 31, 2023 on the acquired license and software. The excess carrying value was recorded in earnings as an impairment loss included in other expenses of $275,000 (Note 19).

The Group completed its annual impairment test for goodwill and concluded that there was no impairment. For impairment test purposes, the entire carrying value of goodwill has been allocated to the mobile messaging operating segment. The key assumptions used to calculate the value in use are those typical of a discounted cash flow model, including the expected growth rate through the forecast period, long-term growth rates used to calculate a terminal value, profit margins, non-variable costs and income tax rates. The resultant estimated internal rate of return was deemed to exceed that which would be expected by comparable public companies for an investment with a similar risk profile.

The Group included 5 years of forecast cash flows in its discounted cash flow model.

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

Deferred revenue

	December 31, 2023	December 31, 2022	January 1, 2022
Deferred revenue – Projects	1,105,908	1,946,637	2,951,115
Deferred revenue – Software as a service	41,306	-	-
	1,147,214	1,946,637	2,951,115

Deferred revenue is expected to be earned in the next 12 months, hence it has been classified as a current liability. The transaction volume for the years ended December 31, 2023 and 2022 is shown in the below table:

Balance, January 1, 2022	2,951,115
Amount invoiced during the year	7,855,408
Revenue earned during the year	(8,859,886)
Balance, December 31, 2022	1,946,637
Amount invoiced during the year	6,997,230
Revenue earned during the year	(7,796,653)
Balance, December 31, 2023	1,147,214

Canada Emergency Business Account loan

In 2020, a Canada Emergency Business Account (CEBA) loan of $60,000 was received. The loan bears interest at 0% and is repayable after December 31, 2023. If repayment of $40,000 of the loan is made on or before January 18, 2024, the remaining $20,000 of such term debt shall be forgiven. In the event the $40,000 total debt is not repaid by January 18, 2024, the unpaid balance will be converted into a 3-year term loan bearing interest at a rate of 5.00% per annum. The loan was repaid on January 11, 2024 and therefore has been classified as a current liability at December 31,2023.

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

11. Long-term debt

	December 31, December 31,		January 1,
	2023	2022	2022
Bank of Montreal mortgage term loan, maturing March 31, 2025 repayable in blended monthly installments of $9,474 including interest 3.0% per annum.	1,786,585	1,845,866	1,903,428
Bank of Montreal term loan, maturing April 30, 2025 repayable in blended monthly installments of $5,208 including interest at 3.0% per annum.	83,333	145,833	208,333
Bank of Montreal term loan, maturing May 31, 2025 repayable in blended monthly installments of $15,625 including interest at 3.0% per annum.	265,625	453,125	640,625
Bank of Montreal term loan, maturing December 31, 2025 repayable in blended monthly installments of $5,208 including interest at 3.4% per annum.	125,000	187,500	250,000
Bank of Montreal term loan, maturing August 31, 2026 repayable in blended monthly installments of $31,475 including interest at 5.5% per annum.	903,365	1,242,127	-
Bank of Montreal term loan, maturing November 30, 2026 repayable in principal payments of $62,500 plus interest at 6.6% per annum.	7,375,000	-	-
	10,538,908	3,874,451	3,002,386
Less: current portion of long-term debt	10,538,908	710,568	370,062
	-	3,163,883	2,632,324

The terms of the above loans require that certain measurable covenants be met. As at December 31, 2023, the Group was in violation of certain covenants. Accordingly, these loans have been classified as current liabilities (Note 21).

For the long-term debt classified as current liabilities in the consolidated statements of financial position, the Group obtained a waiver from the lender on January 23, 2025 stating that it will not apply the covenant tests until January 1, 2026.

Additional borrowings and repayments of long-term debt for the years ended December 31, 2023 and 2022 are summarized below:

Balance January 1, 2022	3,002,386
Additions	1,355,047
Repayments of principal	(482,982)
Balance December 31, 2022	3,874,451
Additions	7,500,000
Repayments of principal	(835,543)
Balance December 31, 2023	10,538,908

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

12. Income taxes

The reconciliation of the Group's effective income tax expense is as follows:

	2023	2022
Expected tax expense (recovery) at effective rate of 27% (2022 - 27%)	(58,983)	385,076
Increase (decrease) in income tax expense resulting from:
Non-deductible expenses	51,983	8,385
Non-taxable investment tax credits	(16,137)	(57,810)
Non-capital loss carryforwards not recognized	114,315	152,024
Tax rate benefit from small business limit	-	(84,237)
Other	24,509	(7,935)
Actual tax expense	115,687	395,503

The significant components of the Company's deferred tax liabilities are as follows:

	December 31, 2023	December 31, 2022	January 1, 2022
Property and equipment	46,109	56,998	31,983
Intangible assets and goodwill	1,581,288	694,624	806,372
Non-capital loss carryforwards	(516,397)	(620,122)	(717,855)
	1,111,000	131,500	120,500

The Company has approximately $3.90 million of unrecognized temporary differences at December 31, 2023 (December 31, 2022 - $3.50 million, January 1, 2022 - $2.8 million).

The Company has Canadian accumulated non-capital losses of approximately $4,445,000 available for carryforward, expiring from 2039 to 2043.

13. Share capital

Authorized share capital

The Group is authorized to issue an unlimited number of common and preferred shares, issuable in series. The common shares have nil par value.

Outstanding share capital

	December 31, 2023	December 31, 2022	January 1, 2022
Issued - 11197894 Canada Ltd.	257,102	257,102	257,102
2,882,946 Class A common shares

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

14. Related party transactions

Key management personnel are those persons having oversight or authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly.

Key management compensation incurred for the years ended December 31, 2023, and 2022 are as follows:

	2023	2022
Short-term compensation	874,262	819,972
Total	874,262	819,972

15. Financial instruments

The Group, as part of its operations, carries a number of financial instruments. It is management's opinion that the Group is not exposed to significant interest, currency, credit, liquidity or other price risks arising from these financial instruments except as otherwise disclosed.

Liquidity risk

Liquidity risk is the risk that the entity will encounter difficulty in meeting obligations associated with financial liabilities. The Group manages its liquidity risk by forecasting it operations and anticipating its operating and investing activities. The contractual cash flows of the Group's undiscounted financial liabilities are as follows:

As at December 31, 2023	Less than 1 year	1 year to 5 years	Greater than 5 years
Accounts payables and accrued liabilities	2,042,817	-	-
Customer deposits - prizing	2,933,730	-	-
Canada emergency business account loan	40,000	-	-
Long-term debt	1,462,366	5,414,570	3,661,972
	6,478,913	5,414,570	3,661,972
As at December 31, 2022	Less than 1 year	1 year to 5 years	Greater than 5 years
Accounts payables and accrued liabilities	977,011	-	-
Customer deposits – prizing	6,883,036	-	-
Canada emergency business account loan	-	40,000	-
Long-term debt	710,568	1,633,079	1,530,804
	8,570,615	1,673,079	1,530,804

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

As at January 1, 2022	Less than 1 year	1 year to 5 years	Greater than 5 years
Accounts payables and accrued liabilities	1,663,669	-	-
Customer deposits – prizing	3,459,720	-	-
Canada emergency business account loan	-	40,000	-
Long-term debt	370,062	1,134,690	1,497,634
	5,493,451	1,174,690	1,497,634

Credit concentration risk

Financial instruments that potentially subject the Group to concentrations of credit risk consist primarily of trade accounts receivable and advances to related parties. Group sales are concentrated in the technology sector. An allowance for doubtful accounts is established based upon factors surrounding credit risk of specific customers, historical trends and other information. As at December 31, 2023, four customers accounted for 56% of total accounts receivable. As at December 31, 2022, three customers accounted for 59% of total accounts receivable. As at January 1, 2022, two customers accounted for 49% of total accounts receivable.

For the year ended December 31, 2023, approximately 75% of total revenue was earned from 5 customers. For the year ended December 31, 2022, approximately 88% of total revenue was earned from 4 customers.

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: currency risk, interest rate risk and other price risk. The Group is mainly exposed to currency risk and interest rate risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group is not exposed to significant interest rate risk. Financial assets and financial liabilities that bear interest at fixed rates are subject to fair value interest rate risk. Accordingly, there is a risk that a liability may not be available at the same interest rate upon renewal.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group enters into transactions denominated in Australian Dollars, Euros, Great British Pounds, and United States Dollars for which the related revenues, expenses, accounts receivable and accounts payable balances are subject to exchange rate fluctuations.

Due to materiality, United States Dollar denominated exposures are the only foreign currency exposures actively managed by the Company. Further, as at December 31, 2023 and 2022 and January 1, 2022, the only material exposures to foreign currencies were from transactions denominated in United States Dollars. At these dates, the following items, recorded in Canadian dollars, are denominated for settlement in United States currency:

| | December 31, 2023
CAD$ | December 31, 2022
CAD$ | January 1, 2022
CAD$ |
| --- | --- | --- | --- |
| Cash | 689,421 | 1,499,958 | 2,298,049 |
| Restricted cash | 2,940,664 | 7,007,487 | 3,616,670 |
| Accounts receivable | 814,532 | 1,444,085 | 665,236 |
| Accounts payable and accrued liabilities | (488,683) | (384,002) | (155,570) |
| Deferred revenue | (1,145,586) | (1,946,637) | (2,924,148) |
| Customer deposits – prizing | (2,933,730) | (6,883,036) | (3,459,720) |
| | (123,382) | 737,855 | 40,517 |

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

A 10% change in the CAD/USD foreign exchange rate would result in the following changes:

	December 31, 2023		December 31, 2022		January 1, 2022
	Increase	Decrease	Increase	Decrease	Increase	Decrease
Cash	(62,675)	68,942	(136,360)	149,996	(208,914)	229,805
Restricted cash	(267,333)	294,066	(637,044)	700,749	(328,788)	361,667
Accounts receivable	(74,048)	81,453	(131,280)	144,409	(60,476)	66,524
Accounts payable and accrued liabilities	44,426	(48,868)	34,909	(38,400)	14,143	(15,557)
Deferred revenue	104,144	(114,559)	176,967	(194,664)	265,832	(292,415)
Customer deposits – prizing	266,703	(293,373)	626,962	(689,658)	314,520	(345,972)
Total	11,217	(12,339)	(65,846)	72,432	(3,683)	4,052

Credit risk

Credit risk is the risk of loss associated with a counterparty's inability to fulfil its payment obligations. The Group's credit risk is primarily attributable to cash including restricted cash, accounts receivables and short-term debentures. Cash consists of cash on hand deposited with reputable financial institutions, which is closely monitored by management. Receivables are amounts typically received within 30 – 60 days from reputable sources. Management believes credit risk with respect to financial instruments is minimal. Credit risk of receivables is mitigated through active collections management and working with organizations with good reputations and which are in good standing.

The Company's maximum exposure to credit risk is the carrying value of cash and receivables as follows as at:

	December 31, 2023	December 31, 2022	January 1, 2022
Cash and restricted cash	4,209,839	9,192,051	6,329,613
Accounts and other receivables	2,221,317	1,658,018	747,737
Short term debentures	337,900	271,900	212,000
Total	6,769,056	11,121,969	7,289,350

The following table sets out the aging details of the Group's accounts and other receivables balances outstanding based on when the receivable was due and payable and related allowances for expected credit losses:

	December 31, 2023	December 31, 2022	January 1, 2022
Current (not past due)	1,426,590	1,236,870	390,974
1 – 30 days past due	742,839	398,441	279,049
31 – 60 days past due	41,141	17,526	70,369
More than 60 days past due	10,747	5,181	7,345
Less: allowance for expected credit losses	-	-	-
Total	2,221,317	1,658,018	747,737

The Group believes that the credit risk for its accounts and other receivables is mitigated at December 31, 2023 due to 98% (December 31, 2022- 99%, January 1, 2022 – 99%) being within 30 days of the agreed upon payment terms with customers, the overall high credit worthiness of the customer base and historically low credit losses.

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

16. Capital management

The Group monitors “adjusted capital” which is comprised of equity, including share capital and retained earnings. The Group assesses capital requirements to maintain an efficient financing structure, while avoiding excessive debt. The Group manages its capital structure through assessing economic conditions and considering changes and risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Group may implement cost cutting and downsizing efforts in an attempt to mitigate those risks.

The Group’s objectives for managing capital are:

to safeguard the Group’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and
to provide adequate returns to shareholders by pricing products and services commensurately with the level of risk.

The Group determines the amount of capital it requires in proportion to risk. In order to maintain an optimal capital structure, the Group may adjust the amounts of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

17. SR&ED investment tax credits income

The SR&ED investment tax credit income of $275,861 in 2023 relates to SR&ED claims for 2023. The SR&ED investment tax credit income of $343,137 in 2022 relates to investment tax credits received for 2021 and 2022.

18. Business combination

The Group accounts for business combinations under the acquisition method when the acquired set of activities and assets meet the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and a substantive process with the ability to produce outputs.

On November 1, 2023, the Group acquired certain assets from ICF Next North America, Inc., constituting a Short Message Service (SMS) business that provides services related to sending and receiving text messages via mobile phones or other devices, for cash consideration of $7,500,000. No working capital of the predecessor business was acquired in this transaction. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.

The acquisition was accounted for as a business combination and had the following effect on the Group’s assets on acquisition date:

Acquired assets	Fair value at acquisition date
Customer relationships	2,635,000
License and related software	495,000
Goodwill	4,370,000
Consideration	7,500,000

The goodwill is attributable mainly to the skilled workforce acquired with this business, in addition to synergies expected to be achieved from integrating these assets into the Group’s existing business.

This business has been defined for financial reporting as the Mobile Messaging operating segment. For the two-month period since acquisition, this business reported revenues and a loss before interest and income tax expense (recovery) of $997,511 and $364,171, respectively (Note 20).

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

If the acquisition had happened on January 1, 2023, management estimates that segment revenue would have been $5,540,281 and segment loss before interest and income tax expense (recovery) would have been $522,582. In determining these amounts, management has assumed fair value adjustments, determined provisionally, that arose on the acquisition would have been the same if the acquisition had occurred on January 1, 2023.

19. Operating expenses

The following table presents the main expense categories that comprise Operating and Administrative expenses:

	2023	2022
Personnel	5,231,263	4,288,537
Amortization	659,450	553,977
Office and administration	530,379	467,797
Professional fees	392,937	326,927
Internet rental	352,290	298,824
Insurance	275,335	247,349
Premises	190,087	239,334
Advertising and promotion	95,797	70,948
	7,727,538	6,493,693

The following table presents the main items that comprise Other income (expense):

	2023	2022
Impairment loss	(275,000)	-
Foreign exchange gain (loss)	69,978	(61,401)
Government grant revenue	-	9,338
Investment income	157,317	53,876
SR&ED investment tax credits (Note 17)	275,861	343,137
	228,156	344,950

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

20. Segmented reporting

The Company's management measures performance across three operating segments. These segments are defined primarily by their product and service offerings, as described below:

Digital Promotions: The Digital Promotions segment provides a range of turnkey and custom digital promotions, (inclusive of gamified content, loyalty, reward, and incentive solutions), for fortune 500 brands and their agencies. This includes providing professional services to help design, develop and execute digital promotions and developing proprietary technology solutions to deliver the digital promotions to consumers in various media channels. Its solutions integrate with reward partners through secure APIs to deliver rewards such as digital gift cards, travel and other experiential rewards that consumers win or earn through digital promotions. IC Promotion Solutions earns revenues from consulting to clients on the ideation of digital promotions, custom software programming and managing prize fulfillment.

Mobile Messaging: The Mobile Messaging segment is one of three Tier-1 mobile aggregators in Canada with direct connections to all Canadian mobile carriers and Tier-2 connections to US and other Global Carriers. IC Group Inc.'s messaging solution provides brands, marketing, and communication platforms (CPaaS providers) a simple single point API that routes text messages through mobile carriers. The Mobile Messaging segment earns revenues by charging customers on a per message basis for their monthly traffic.

Insurance Solutions: The Insurance Solutions segment provides specialty risk insurance solutions to the sports, entertainment and promotions industry and is a Coverholder at Lloyd's of London with delegated underwriting authority in Canada and other countries (60+) for certain insurance products. It underwrites and sells specialized insurance solutions including event cancellation, event liability, prize insurance, crisis management and other specialty insurance solutions. Insurance products are distributed through its proprietary SaaS Platform ("Glide") and its direct sales force to wholesale and retail brokers. The Glide platform provides insurance brokers a digital platform to be able to generate a quote, bind insurance and receive policy documents instantly. The Company earns sales commissions on policies sold and can receive additional compensation for exceeding target underwriting performance. The Company does not retain insurance loss risk.

General and administrative expenses directly related to the Company's operating segments are included as operating expenses for those segments. All other general and administrative expenses are reported as part of the Corporate segment.

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

The following tables summarize the relevant information for the years ended December 31, 2023 and 2022:

Year ended December 31, 2023 Revenue	Digital Promotions	Mobile Messaging	Insurance Solutions	Corporate	Elimination	Total
Contract and prizing revenue	7,798,265	-	-	-	-	7,798,265
Override rebates	1,962,488	-	-	-	-	1,962,488
Profit and sales commissions	-	-	1,114,954	-	-	1,114,954
Mobile messaging	-	997,511	-	-	-	997,511
Rating site and administrative income	-	-	329,213	-	-	329,213
Rental income	-	-	-	321,679	(321,679)	-
	9,760,753	997,511	1,444,167	321,679	(321,679)	12,202,431
Cost of revenue
Brokerage commissions	-	-	472,327	-	-	472,327
Direct labour	2,100,573	-	-	-	-	2,100,573
Fulfillment costs	1,517,839	-	-	-	-	1,517,839
Mobile messaging traffic charges	-	595,930	-	-	-	595,930
	3,618,412	595,930	472,327	-	-	4,686,669
Gross Margin	6,142,341	401,581	971,840	321,679	(321,679)	7,515,762
Operating expenses
Amortization	(109,222)	(142,833)	(372,714)	(34,681)	-	(659,450)
Operating and administrative expenses	(5,251,721)	(347,919)	(1,182,960)	(607,167)	321,679	(7,068,088)
Other income (expense)	520,667	(275,000)	(17,511)	-	-	228,156
Operating income (loss)	1,302,065	(364,171)	(601,345)	(320,169)	-	16,380
Interest expense	-	-	-	(234,835)	-	(234,835)
Earnings (loss) before income taxes	1,302,065	(364,171)	(601,345)	(555,004)	-	(218,455)
Income tax expense (recovery)	371,576	(85,772)	(68,745)	(101,372)	-	115,687
Net earnings (loss)	930,489	(278,399)	(532,600)	(453,632)	-	(334,142)
Net earnings (loss) attributable to:
Parent	930,489	(278,399)	(457,313)	(453,632)	-	(258,855)
Non-controlling interest	-	-	(75,287)	-	-	(75,287)
	930,489	(278,399)	(532,600)	(453,632)	-	(334,142)
Segment assets	6,406,816	7,644,735	2,538,700	3,630,081	-	20,220,332
Segment liabilities	5,351,027	1,468,890	341,065	10,652,687	-	17,813,669

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

Year ended December 31, 2022 Revenue	Digital Promotions	Insurance Solutions	Corporate	Elimination	Total
Contract and prizing revenue	8,845,752	-	-	-	8,845,752
Override rebates	1,915,995	-	-	-	1,915,995
Profit and sales commissions	-	550,528	-	-	550,528
Rating site and administrative income	-	331,767	-	-	331,767
Rental income	-	-	331,890	(331,890)	-
Total Revenue	10,761,747	882,295	331,890	(331,890)	11,644,042
Cost of Sales
Brokerage commissions	-	202,939	-	-	202,939
Direct labour	2,753,404	-	-	-	2,753,404
Fulfillment costs	1,027,731	-	-	-	1,027,731
Total Cost of Sales	3,781,135	202,939	-	-	3,984,074
Gross Margin	6,980,612	679,356	331,890	(331,890)	7,659,968
Operating expenses
Amortization	(103,503)	(372,791)	(77,683)	-	(553,977)
Operating and administrative expenses	(4,420,215)	(1,221,128)	(630,263)	331,890	(5,939,716)
Other income (expense)	356,618	(11,668)	-	-	344,950
Operating income (loss)	2,813,512	(926,231)	(376,056)	-	1,511,225
Interest expense	-	-	85,017	-	85,017
Earnings (loss) before income taxes	2,813,512	(926,231)	(461,073)	-	1,426,208
Income tax expense (recovery)	633,208	(98,058)	(139,647)	-	395,503
Net earnings (loss)	2,180,304	(828,173)	(321,426)	-	1,030,705
Net earnings (loss) attributable to:
Parent	2,180,304	(707,450)	(321,426)	-	1,151,428
Non-controlling interest	-	(120,723)	-	-	(120,723)
	2,180,304	(828,173)	(321,426)	-	1,030,705
Segment assets	11,155,499	2,773,795	2,664,146	-	16,593,440
Segment liabilities	9,717,714	218,732	3,916,189	-	13,852,635

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

21. Subsequent Events

All disclosures and notes in the financial statements reflect the conditions as at the balance sheet date and do not include the effects of the following subsequent events.

Acquisition of Pickaw S.A.S.

On May 31, 2024, IC Europe Inc., a wholly owned subsidiary of the Group, completed the acquisition of 100% of the shares of Pickaw S.A.S. ("Pickaw"), a company incorporated in France. The purchase price for this acquisition is Euro 200,000 plus the assumption of Pickaw's net deficit which was largely comprised of the notes payable to the Group in the amount of $504,825. The purchase price will be settled in cash over three years. As Pickaw's assets, other than cash of $170,083 (Canadian dollar equivalent), were substantially its proprietary technology, the acquisition was accounted for as an asset purchase. Accordingly, $597,648 of additions to internally developed software were recorded in 2024 with respect to this acquisition.

Acquisition of Minority Interest in Insured Creativity Inc.

On June 21, 2024, the Group acquired the 12.62% minority interest in its Insured Creativity Inc. subsidiary for total consideration of $500,000, consisting of a Promissory Note of $50,000 plus 58,266 Class A common shares of 11197894 Canada Ltd.

Issuance of share options

Management share options

On September 17, 2024, the Company granted 263,376 management share options at an exercise price of $5.76 per option. These options vest 50% on each of January 1, 2025 and 2026 and expire September 16, 2034. The fair values of these options were estimated using the Black Scholes pricing model with the following inputs:

Vesting Date	Options	Risk-Free Interest Rate	Average Exercise Term (years)	Volatility	Fair Value
January 1, 2025	131,688	2.90%	5.25	50.65%	586,270
January 1, 2026	131,688	2.90%	5.75	58.81%	651,969
	263,376				1,238,239

The estimated fair value of the management options will be expensed over their respective vesting periods.

Employee share options

On September 18, 2024, the company granted 270,604 employee share options, which vested immediately, at an exercise price of $0.01 per option. All options were exercised on September 23, 2024. The fair value of the underlying shares at the time of exercise was estimated to be $1,558,679 ($5.76 per share). This total amount, less the exercise cost of $2,135,066 was recognized as other expense at the time of option exercise, with a corresponding increase in share capital, recognizing the issuance of new shares.

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

Acquisition of Emotion Media Inc.

On August 20, 2024, the Company entered into a definitive agreement to acquire the shares of Emotion Media Inc. that it did not already own in exchange for $250,000 of cash and the issuance of 375,428 common (pre-split) shares of IC Group, including the assumption of approximately $2.53 million of debentures and accrued interest payable, of which approximately $0.55 million was already due to the Company from Emotion Media Inc. The acquisition will close immediately following the below described business combination and equity financing.

The following table provides the estimated schedule of payments for the shares of Emotion Media Inc. and repayment of the debentures not owned by the Company:

	Date	Amount
Cash share purchase	Acquisition closing	250,000
Debenture repayment #1	Acquisition closing	313,500
Debenture repayment #2	September 1, 2025	156,750
Debenture repayment #3	October 1, 2025	156,750
Debenture repayment #4	November 1, 2025	156,750
Debenture repayment #5	December 1, 2025	156,750
Debenture repayment #6	July 1, 2026	587,850
Debenture repayment #7	December 1, 2026	642,000
Total		2,420,350

11197894 Canada Ltd.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
Expressed in Canadian dollars

Business combination, equity financing and advances from shareholders

On November 15, 2024, Cuspis Capital II Ltd. ("Cuspis"), a Capital Pool company listed on the TSX Venture Exchange, and the Group entered into a Business Combination Agreement which provides for a "three-cornered" amalgamation (the "Proposed Transaction") whereby IC Group will amalgamate with a wholly-owned subsidiary of Cuspis.

In anticipation of the Business Combination Agreement, on November 7, 2024, Cuspis and the Company closed a brokered private placement offering (the "Offering") of subscription receipts of the Group ("Subscription Receipts") at a price of $1.00 per Subscription Receipt for aggregate gross proceeds of $1,205,250. Each subscription receipt will entitle the holder, on a post-share split basis as described below, to one Group common share and one common share purchase warrant (each warrant, an "Underlying Warrant"). Each Underlying Warrant will entitle the holder to purchase one Group common share at an exercise price equal to $1.20 until the date that is 48 months following the closing date of the Proposed Transaction.

In conjunction with the above-described private placement offering, certain shareholders converted an aggregate $316,667 of advances from shareholders to 316,667 Subscription Receipts. The $400,000 balance of the advances from shareholders were restructured such that their repayment date was deferred until July 1, 2026. Interest on the restructured amount will continue to accrue at a rate of 10% per annum and be paid monthly.

Under the terms of the Proposed Transaction, the Group will complete a share split, that will result in the Group having a total of 29,000,000 shares outstanding prior to the closing of the Offering and following the completion of the acquisition of Emotion Media Inc. Following the share split, holders of common shares of the Group, including those shares acquired by way of the Offering will receive one post-amalgamation common share of Cuspis in exchange for each Group share. In addition, upon the completion of the Proposed Transaction, all options and warrants exercisable for Group common shares outstanding at completion of the Proposed Transaction will be exchanged for options and warrants exercisable for Resulting Issuer common shares, on the same economic terms and conditions as such original outstanding securities. Following the completion of the Proposed Transaction, Cuspis will become the "Resulting Issuer". In connection with the Proposed Transaction, Cuspis will consolidate its shares on the basis of 1 share for each 4.3103448 shares held and change the name of Cuspis to IC Group Holdings Inc. immediately prior to the closing of the Proposed Transaction.

Upon completion of the Proposed Transaction, current shareholders of the Group will hold approximately 86.77% of the Resulting Issuer Shares.

Long-term Debt

As discussed in Note 11 of the consolidated financial statement, the Group is in violation of certain covenants as at December 31, 2023, and accordingly, bank loans are classified as current liabilities in the consolidated statements of financial position. The Group obtained a waiver from the lender on January 23, 2025, stating that it will not apply the covenant tests until January 1, 2026.

Principal repayments on long-term debt in each of the next five years, assuming long-term debt subject to refinancing is renewed, are estimated as follows:

2024	1,462,366
2025	1,388,176
2026	1,490,706
2027	1,266,831
2028 and thereafter	4,930,829
	10,538,908

SCHEDULE "D"

FINANCIAL STATEMENTS AND MD&A OF IC GROUP FOR THE FINANCIAL PERIOD
ENDED SEPTEMBER 30, 2024
(Please see attached)

11197894 Canada Ltd.
Unaudited Interim Condensed Consolidated Financial Statements
For the nine months ended September 30, 2024 and 2023
(Expressed in Canadian Dollars)

Table of contents

Interim condensed consolidated statements of financial position 2
Interim condensed consolidated statements of income (loss) and other comprehensive income (loss) 3
Interim condensed consolidated statements of shareholders' equity 4
Interim condensed consolidated statements of cash flows 5-6
Notes to the interim condensed consolidated financial statements 7 - 23

11197894 Canada Ltd.
Interim Condensed Consolidated Statements of Financial Position
As at September 30, 2024 and December 31, 2023
Expressed in Canadian dollars (unaudited)

	Note	September 30, 2024	December 31, 2023
Assets
Current
Cash	5	368,096	1,176,270
Restricted cash	6	8,732,483	3,033,569
Accounts and other receivables		2,134,216	2,221,317
Income taxes recoverable		330,025	1,092,942
Short-term debentures	7 and 17	388,900	337,900
Prepaid expenses and other assets		392,073	173,698
Total current assets		12,345,793	8,035,696
Non-current assets
Investments	7 and 17	347,500	347,500
Property and equipment	8	1,904,135	1,926,834
Notes receivable	1	-	201,560
Intangible assets	1 and 9	5,373,942	5,338,742
Goodwill	9	4,370,000	4,370,000
Total assets		24,341,370	20,220,332
Liabilities
Current
Accounts payable and accrued liabilities	13	3,781,851	2,042,817
Deferred revenue	10	873,171	1,147,214
Customer deposits – prizing		7,942,772	2,933,730
Canada Emergency Business Account Loan		-	40,000
Advances from shareholders	13 and 17	716,667	-
Current portion of long-term debt	11	9,442,164	10,538,908
Current portion of notes payable	1	196,871	-
Total current liabilities		22,953,496	16,720,669
Non-current liabilities
Long-term debt	11	-	-
Notes payable	1	73,436	-
Deferred tax liability		1,023,545	1,111,000
Total liabilities		24,050,477	17,813,669
Shareholders' Equity	12
Share capital		3,178,877	257,102
Retained earnings (deficit)		(2,977,879)	2,325,043
Reserves		89,895
Non-controlling interest in subsidiaries		-	(175,482)
Shareholders' equity		290,893	2,406,663
Total liabilities and shareholders' equity		24,341,370	20,220,332

Going concern (Note 1)
Subsequent events (Note 17)

Signed by "Duncan McCready"
Director

Signed by "Michael Svetkoff"
Director

11197894 Canada Ltd.
Interim Condensed Consolidated Statements of Income (Loss)
and Other Comprehensive Income (Loss)
For the three and nine months ended September 30, 2024 and 2023
Expressed in Canadian dollars (unaudited)

	Note	For the three months ended September 30,		For the nine months ended September 30,
		2024	2023	2024	2023
Revenue
Contract and prizing revenue		1,622,706	1,669,640	5,066,174	6,211,513
Override rebates		552,691	512,296	1,587,635	1,412,154
Profit and sales commissions		384,111	408,364	1,006,600	802,570
Mobile messaging		1,474,861	-	4,511,120	-
Rating site and administrative income		156,299	67,316	302,689	203,886
Total revenue		4,190,668	2,657,616	12,474,218	8,630,123
Cost of sales
Brokerage commissions		167,073	179,463	462,843	401,225
Direct labour		553,862	514,238	1,483,079	1,759,584
Fulfillment costs		356,576	331,810	1,152,659	1,190,131
Mobile messaging carrier costs		1,074,317	-	2,876,824	-
Total cost of sales		2,151,828	1,025,511	5,975,405	3,350,940
Gross margin		2,038,840	1,632,105	6,498,813	5,279,183
Operating expenses	15
Operating and administrative expenses		(3,184,569)	(1,823,871)	(9,320,731)	(5,257,260)
Other income (expense)		(2,102,119)	127,292	(1,763,007)	409,775
Operating income (loss)		(3,247,848)	(64,474)	(4,584,925)	431,698
Interest expense		163,500	59,613	459,995	102,956
Income (loss) before income taxes		(3,411,348)	(124,087)	(5,044,920)	328,742
Income tax expense (recovery)
Current		(166,955)	37,535	(330,025)	289,730
Deferred		(15,095)	(6,785)	(87,455)	(20,400)
Income tax expense (recovery)		(182,050)	30,750	(417,480)	269,330
Net income (loss) and comprehensive income (loss)		(3,229,298)	(154,837)	(4,627,440)	59,412
Net income (loss) attributable to:
Parent		(3,229,298)	(146,137)	(4,594,221)	125,819
Non-controlling interest		-	(8,700)	(33,219)	(66,407)
		(3,229,298)	(154,837)	(4,627,440)	59,412
Basic earnings (loss) per share		$(1.08)	$(0.05)	$(1.55)	$0.02
Diluted earnings (loss) per share		$(1.06)	$(0.05)	$(1.54)	$0.02

11197894 Canada Ltd.
Interim Condensed Consolidated Statements of Shareholders' Equity
For the nine months ended September 30, 2024 and 2023
Expressed in Canadian dollars (unaudited)

	Note	Number of Class A common shares	Share capital	Retained earnings	Non-controlling interest in subsidiaries	Share-based payment reserve	Total shareholders' equity
December 31, 2022		2,882,946	257,102	2,588,128	(104,425)	-	2,740,805
Net income (loss) and comprehensive income (loss)		-	-	59,412	-	-	59,412
Income allocation adjustment		-	-	(3,173)	3,173	-	-
Non-controlling interest in subsidiaries		-	-	66,407	(66,407)	-	-
September 30, 2023		2,882,946	257,102	2,710,774	(167,659)	-	2,800,217
December 31, 2023		2,882,946	257,102	2,325,043	(175,482)	-	2,406,663
Net income (loss) and comprehensive income (loss)		-	-	(4,627,440)	-	-	(4,627,440)
Non-controlling interest in subsidiaries		-	-	33,219	(33,219)	-	-
Issuance of common shares	12	386,857	2,921,775	-	-	-	2,921,775
Grant of share options	12	-	-	-	-	89,895	89,895
Acquisition of non-controlling interest*		-	-	(708,701)	208,701	-	(500,000)
September 30, 2024		3,269,803	3,178,877	(2,977,879)	-	89,895	290,893

*Acquisition of Minority Interest in Insured Creativity Inc.

11197894 Canada Ltd.
Interim Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2024 and 2023
Expressed in Canadian dollars (unaudited)

	2024	2023
Cash provided by (used for) the following activities
Operating activities
Net income (loss) and comprehensive income (loss)	(4,627,440)	59,412
Adjustments for non-cash items:
Interest expense	459,995	102,956
Income tax expense (recovery)	(417,480)	269,330
Foreign exchange loss (gain)	(10,212)	2,211
Amortization of property and equipment	55,741	53,365
Amortization of intangible assets	953,480	322,005
Amortization of share option expense	2,227,670	-
	(1,358,246)	809,279
Changes in working capital accounts
Change in restricted cash	(5,698,914)	2,529,588
Accounts and other receivables	87,101	688,958
Prepaid expenses and other assets	(218,375)	(95,972)
Accounts payable and accrued liabilities	2,073,034	98,050
Deferred revenue	(274,043)	(356,638)
Customer deposits – prizing	5,009,042	(3,001,635)
	(380,401)	671,630
Interest paid	(459,995)	(102,956)
Income tax recovered (paid)	1,092,942	(26,405)
	252,546	542,269
Financing activities
Repayment of Canada Emergency Business Account loan	(40,000)	-
Repayments of long-term debt	(1,096,744)	(532,757)
Advances from shareholders	716,667	-
	(420,077)	(532,757)
Investing activities
Purchases of property and equipment	(33,042)	(6,809)
Additions to internally developed intangible assets	(391,032)	(73,778)
Advances of notes receivable	(175,781)	-
Investment in debentures	(51,000)	(66,000)
	(650,855)	(146,587)
Decrease in cash resources	(818,386)	(137,075)
Cash resources, beginning of period	1,176,270	2,089,962
Effect of changes in exchange rates on cash held	10,212	(2,211)
Cash resources, end of period	368,096	1,950,676

11197894 Canada Ltd.
Interim Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2024 and 2023
Expressed in Canadian dollars (unaudited)

The following material non-cash transactions are not reflected in the above Interim Condensed Consolidated Statement of Cash Flows for the nine-month period ended September 30, 2024:

Acquisition of minority interest in Insured Creativity Inc.
Eliminate non-controlling interest deficit	208,701
Reduce retained earnings for non-controlling interest deficit and acquisition cost	(708,701)
Issuance of common shares	450,000
Issuance of note payable	50,000
Total	-
Acquisition of Pickaw S.A.S (Note 1)
Additions to intangible assets	(597,648)
Issuance of note payable	220,307
Conversion of notes receivable	377,341
Total	-
Shares issued as compensation for services provided (Note 12)
Issuance of common shares	334,000
Change in accounts payable and accrued liabilities	(334,000)
Total	-

11197894 Canada Ltd
Notes to the Interim Condensed Consolidated Financial Statements
For the nine months ended September 30, 2024 and 2023
Expressed in Canadian dollars (unaudited)

Nature of operations and going concern

Nature of operations

11197894 Canada Ltd (the "Company") is domiciled in Canada. These consolidated financial statements comprise the Company and its wholly owned subsidiaries, IC Group Inc., Insured Creativity Inc., IC U.S. Corp., IC LP Subco Ltd., IC Europe Inc. and Pickaw S.A.S. (together the "Group").

Acquisition of Pickaw S.A.S.

Pickaw S.A.S. ("Pickaw") is a France-based company operating in the same industry as the Group. Beginning in October 2023, the Company began supporting Pickaw's working capital requirements for the purpose of strengthening relations with the Group. These advances beared interest at the Bank of Montreal prime rate plus 1.0% per annum.

At December 31, 2023, the receivable balance of $201,560 was classified as long-term, as the duration of this arrangement, and subsequent repayment of the funds was unknown at that time.

On May 31, 2024, IC Europe Inc., a wholly owned subsidiary of the Group, completed the acquisition of 100% of the shares of Pickaw S.A.S. ("Pickaw"), a company incorporated in France. The purchase price for this acquisition was Euro 200,000 plus the assumption of Pickaw's net deficit which was largely comprised of the notes payable to the Company in the amount of $504,825. The purchase price was settled with Euro 25,000 in cash and the issuance of Euro 175,000 of non-interest bearing notes payable that will be retired over three years.

As Pickaw's assets, other than cash of $170,083 (Canadian dollar equivalent), were substantially its proprietary technology, the acquisition was accounted for as an asset purchase. Accordingly, $597,648 of additions to internally developed software were recorded in 2024 with respect to this acquisition (Note 9).

Going Concern

These interim condensed consolidated financial statements have been prepared using International Financial Reporting Standards ("IFRS") that are applicable to a going concern, which contemplates the Group will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Group's future operations are dependent upon its ability to attain profitable operations and generate funds therefrom, and to continue to obtain financing sufficient to meet current and future obligations.

The Group has recognised net losses for the nine-month period ended September 30, 2024 of $4,627,440 and has Shareholder's Equity at September 30, 2024 of $290,893. Management believes operations will continue to be funded out of operating cash flows and that the Group has sufficient assets and access to financing (Note 17) to meet liabilities due in the immediate future. This includes obtaining confirmation from lenders that they will not test covenants prior to January 1, 2026 (Note 11). Based on these factors, management has a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future.

These interim condensed consolidated financial statements do not reflect adjustments in the carrying values of the Group's assets and liabilities, revenues and expenses, and the interim condensed consolidated statements of financial position classifications used, that would be necessary if the going concern assumptions were not appropriate. Such adjustments could be material.

11197894 Canada Ltd

Notes to the Interim Condensed Consolidated Financial Statements

For the nine months ended September 30, 2024 and 2023

Expressed in Canadian dollars (unaudited)

2. Basis of preparation

Statement of compliance

These unaudited interim condensed consolidated financial statements of the Group for the nine-month period ended September 30, 2024 have been prepared by management in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and with interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). The unaudited interim condensed consolidated financial statements are in compliance with IAS 34.

The notes presented in these interim condensed consolidated financial statements include only significant events and transactions occurring since the Company's last fiscal year end and they do not include all of the information required in the Company's most recent annual consolidated financial statements. Except as noted below, these condensed consolidated interim financial statements follow the same accounting policies and methods of application as the Company's annual financial statements and should be read in conjunction with the Company's most recent audited consolidated financial statements which were prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the IASB. The unaudited interim condensed consolidated financial statements were authorized for issue by the Company's board of directors on January 23, 2024.

Principles of consolidation

Name of entity	Principal place of business	% Ownership	Functional currency
IC Group Inc.	Canada	100%	CAD dollar
IC U.S. Corp.	United States of America	100%	CAD dollar
IC LP Subco Ltd.	Canada	100%	CAD dollar
Insured Creativity Inc.	Canada	100%	CAD dollar
IC Europe Inc.	Canada	100%	CAD dollar
Pickaw S.A.S.	France	100%	Euro

Basis of presentation

These interim condensed consolidated financial statements have been prepared on the historical cost basis except for the investments and notes receivable which have been recorded at fair value.

Functional and presentation currency

These consolidated financial statements are presented in the Canadian dollar ("CAD Dollar" or "$) which is Company's functional currency. All amounts have been rounded to nearest dollar, unless otherwise indicated.

11197894 Canada Ltd
Notes to the Interim Condensed Consolidated Financial Statements
For the nine months ended September 30, 2024 and 2023
Expressed in Canadian dollars (unaudited)

3. Future Accounting Standards

Presentation and Disclosure of Financial Statements:

In April 2024, the IASB issued IFRS 18 “Presentation and Disclosure in Financial Statements” to improve reporting of financial performance. IFRS 18 replaces IAS 1 “Presentation of Financial Statements”. It carries forward many requirements from IAS 1 unchanged. IFRS 18 applies for annual reporting periods beginning on or after January 1, 2027 with early adoption permitted. The Group is currently assessing the impact of this new standard and does not intend to early adopt IFRS 18 in its consolidated financial statements.

4. Material accounting policies

The accounting policies followed by the Company are set out in Note 2 to the audited consolidated financial statements for the year ended December 31, 2023 and have been consistently followed in the preparation of these condensed consolidated interim financial statements.

Critical accounting judgments, estimates and assumptions

The preparation of the Company’s interim condensed consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the interim condensed consolidated financial statements and reported amounts of income and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

In preparing these interim condensed consolidated financial statements, the significant estimates and critical judgements were those stated in Note 2 to the audited financial statements as at and for the year ended December 31, 2023 and those related to the valuation of share options issued to management described in Note 12.

5. Cash

The Group has an operating loan available to a maximum of $875,000 bearing interest at prime plus 2%. A general security agreement and guarantee from a related party has been provided as security. As at September 30, 2024, $39,497 of the operating loan was drawn (December 31, 2023 – nil).

Financial Institution	2024	2023
Petty cash	1,180	1,179
Bank of Montreal	7,942,477	3,780,731
Bank Qonto	125,683	-
Royal Bank of Canada	950,239	-
HSBC Bank USA	81,000	427,929
Total cash	9,100,579	4,209,839
Less: Restricted cash (Note 6)	(8,732,483)	(3,033,569)
Operating cash	368,096	1,176,270

As at September 30, 2024, restricted cash of $7,981,973 (December 31, 2023 - $2,896,230) was held with Bank of Montreal, $nil (December 31, 2023 - $102,910) was held with HSBC Bank Canada, and $280 (December 31, 2023 - $34,429) was held with HSBC Bank USA.

11197894 Canada Ltd
Notes to the Interim Condensed Consolidated Financial Statements
For the nine months ended September 30, 2024 and 2023
Expressed in Canadian dollars (unaudited)

6. Restricted cash

Restricted cash includes funds held for the purposes of fulfilling future prizing obligations and funds held in trust for insurance premiums collected on behalf of insurance carriers or syndicates.

Restricted cash at September 30, 2024 and December 31, 2023 was comprised of the following:

	2024	2023
Prizing	7,981,973	2,896,230
Insurance premiums	750,510	137,339
Total	8,732,483	3,033,569

7. Investments

The Group holds 3,889 (December 31, 2023 – 3,379) units of secured non-convertible debentures issued by Emotion Media Inc. with a cost basis of $388,900 (December 31, 2023 - $337,900). These debentures are due May 1, 2025.

The Group owns 5,500 Class A common shares in Emotion Media Inc. with a cost basis of $347,500 (2023 - $347,500). The shares represent a 14.10% ownership in Emotion Media Inc. No dividends were received by Group from Emotion Media Inc. in the nine-month periods ending September 30, 2024 and 2023.

Subsequent to September 30, 2024, the Company entered into an agreement to acquire the remaining shares of Emotion Media Inc. that it did not already own and a revised repayment schedule for the debentures (Note 17).

8. Property and equipment

	Land	Buildings	Computer equipment and software	Equipment, furniture and fixtures	Leasehold improvements	Total
Cost
Balance, December 31, 2022	875,000	1,165,373	1,564,300	179,763	147,455	3,931,891
Additions (12 months)	-	-	11,479	4,114	-	15,593
Balance, December 31, 2023	875,000	1,165,373	1,575,779	183,877	147,455	3,947,484
Additions (9 months)	-	-	1,890	15,334	15,818	33,042
Balance, September 30, 2024	875,000	1,165,373	1,577,669	199,211	163,273	3,980,526
Accumulated depreciation
Balance, December 31, 2022	-	198,100	1,520,910	118,123	96,240	1,933,373
Depreciation (12 months)	-	34,680	26,978	12,739	12,880	87,277
Balance, December 31, 2023	-	232,780	1,547,888	130,862	109,120	2,020,650
Depreciation (9 months)	-	21,146	12,514	13,729	8,352	55,741
Balance, September 30,2024	-	253,926	1,560,402	144,591	117,472	2,076,391
Net book value
At December 31, 2022	875,000	967,273	43,390	61,640	51,215	1,998,518
At December 31, 2023	875,000	932,593	27,891	53,015	38,335	1,926,834
At September 30, 2024	875,000	911,447	17,267	54,620	45,801	1,904,135

11197894 Canada Ltd
Notes to the Interim Condensed Consolidated Financial Statements
For the nine months ended September 30, 2024 and 2023
Expressed in Canadian dollars (unaudited)

Intangible assets and goodwill

	Goodwill	Internally developed software	Customer relationships	Acquired licenses and related software	Total
Cost
Balance, December 31, 2022	-	4,293,403	-	-	4,293,403
Additions (12 months)	-	312,826	-	-	312,826
Additions from business acquisition	4,370,000	-	2,635,000	495,000	7,500,000
Balance, December 31, 2023	4,370,000	4,606,229	2,635,000	495,000	12,106,229
Additions (9 months)	-	391,032	-	-	391,032
Additions from acquisition (9 months) (Note 1)	-	597,648	-	-	597,648
Disposal (9 months)	-	-	-	(495,000)	(495,000)
Balance, September 30, 2024	4,370,000	5,594,909	2,635,000	-	12,599,909
Accumulated amortization
Balance, December 31, 2022	-	1,550,314	-	-	1,550,314
Amortization (12 months)	-	429,340	87,833	55,000	572,173
Impairment	-	-	-	275,000	275,000
Balance, December 31, 2023	-	1,979,654	87,833	330,000	2,397,487
Amortization (9 months)	-	393,230	395,250	165,000	953,480
Disposal (9 months)	-	-	-	(495,000)	(495,000)
Balance, September 30,2024	-	2,372,884	483,083	-	2,855,967
Net book value
At December 31, 2022	-	2,743,089	-	-	2,743,089
At December 31, 2023	4,370,000	2,626,575	2,547,167	165,000	9,708,742
At September 30, 2024	4,370,000	3,222,025	2,151,917	-	9,743,942

Deferred revenue

	2024	2023
Deferred revenue – Projects	877,760	1,105,908
Deferred revenue - Software as a service	(4,588)	41,306
	873,171	1,147,214

Deferred revenue is expected to be earned in the next 12 months, hence it has been classified as a current liability. The transaction volume for the year and nine-month period ended December 31, 2023 and September 30, 2024 is shown in the below table:

Balance, December 31, 2022	1,946,637
Amount invoiced during the year	6,997,230
Revenue earned during the year	(7,796,653)
Balance, December 31, 2023	1,147,214
Amount invoiced during the period	4,735,476
Revenue earned during the period	(5,009,519)
Balance, September 30, 2024	873,171

11197894 Canada Ltd
Notes to the Interim Condensed Consolidated Financial Statements
For the nine months ended September 30, 2024 and 2023
Expressed in Canadian dollars (unaudited)

11. Long-term debt

	2024	2023
Bank of Montreal mortgage term loan, maturing March 31, 2025 repayable in blended monthly installments of $9,474 including interest 3.0% per annum.	1,740,788	1,786,585
Bank of Montreal term loan, maturing April 30, 2025 repayable in blended monthly installments of $5,208 including interest at 3.0% per annum.	36,458	83,333
Bank of Montreal term loan, maturing May 31, 2025 repayable in blended monthly installments of $15,625 including interest at 3.0% per annum.	125,000	265,625
Bank of Montreal term loan, maturing December 31, 2025 repayable in blended monthly installments of $5,208 including interest at 3.4% per annum.	78,125	125,000
Bank of Montreal term loan, maturing August 31, 2026 repayable in blended monthly installments of $31,475 including interest at 5.5% per annum.	649,293	903,365
Bank of Montreal term loan, maturing November 30, 2026 repayable in principal payments of $62,500 plus interest at 6.6% per annum.	6,812,500	7,375,000
Total	9,442,164	10,538,908
Less: current portion of long-term debt	9,442,164	10,538,908

The terms of the above loans require that certain measurable covenants be met. As at December 31, 2023 and September 30, 2024, the Group was in violation of certain covenants. Accordingly, these loans are classified as current liabilities (Note 17).

For the long-term debt classified as current liabilities in the interim condensed consolidated statements of financial position, the Group obtained a waiver from the lender on January 23, 2025, stating that it will not apply the covenant tests until January 1, 2026.

Additional borrowings and repayments of long-term debt for the year and nine-month periods ended December 31, 2023 and September 30,2024, respectively, are summarized below:

Balance January 1, 2023	3,874,451
Additions	7,500,000
Repayments of principal	(835,543)
Balance December 31, 2023	10,538,908
Additions	-
Repayments of principal	(1,096,744)
Balance September 30, 2024	9,442,164

11197894 Canada Ltd
Notes to the Interim Condensed Consolidated Financial Statements
For the nine months ended September 30, 2024 and 2023
Expressed in Canadian dollars (unaudited)

Share capital

2024 2023

Issued
11197894 Canada Ltd.
3,269,803 Class A common shares (2023 - 2,882,946)
3,178,877 257,102

During the period ended September 30, 2024 the Group issued 386,857 Class A common shares for the following purposes:

	Class A Common Shares Issued	Amount ($)
Compensation for services provided	57,987	334,000
Exercised employee stock options	270,604	2,137,775
Partial Exchange for minority investment in Insured Creativity Inc.	58,266	450,000
	386,857	2,921,775

The shares issued in lieu of cash compensation for services provided were expensed during the period.

Issuance of share options

Management options

On July 2, 2024, the Board of Directors approved a stock option plan for management of the Company. On September 17, 2024, the Company communicated the initial granting of 263,376 management share options at an exercise price of $5.76 per option. These options vest 50% on each of January 1, 2025 and 2026 and expire September 16, 2034 and are the only options outstanding at September 30, 2024.

The following table summarizes the Company's stock option activity for the nine-month ended September 30, 2024:

	Options	Weighted Average Exercise Price Options
Balance, December 31, 2023	-	-
Granted	263,376	5.76
Cancelled/expired	-	-
Exercised	-	-
Balance, September 30, 2024	263,376	5.76

11197894 Canada Ltd
Notes to the Interim Condensed Consolidated Financial Statements
For the nine months ended September 30, 2024 and 2023
Expressed in Canadian dollars (unaudited)

The fair values of these options were estimated using the Black Scholes pricing model with the following inputs:

Vesting Date	Options	Risk-Free Interest Rate	Average Exercise Term (years)	Volatility	Dividend yield	Forfeiture rate	Fair Value
January 1, 2025	131,688	2.90%	5.25	50.65%	-	-	586,270
January 1, 2026	131,688	2.90%	5.75	58.81%	-	-	651,969
263,376							1,238,239

The estimated fair value of the management options will be expensed over their respective vesting periods. During the nine-month period ended September 30, 2024, expense of $89,895 (2023 – nil) was recognized in operating and administrative expenses.

The following table presents information related to stock options outstanding as at September 30, 2024:

Exercise price	Number of options outstanding	Weighted Average remaining contractual life (years)	Number of options exercisable
5.76	263,376	9.96	-

Employee options

On September 18, 2024, the Company granted 270,604 share options which vested immediately, to certain long-standing employees, at an exercise price of $0.01 per option. All options were exercised on September 23, 2024. The fair value of the underlying shares at the time of exercise was estimated to be $7.90 per share. The total exercise value less the exercise cost of $2,135,066 was recognized in other expense (Note 15) at the time of option exercise, with a corresponding increase in share capital, recognizing the issuance of new shares.

Acquisition of Minority Interest in Insured Creativity Inc.

On June 21, 2024, the Group acquired the 12.62% minority interest in its Insured Creativity Inc. subsidiary for total consideration of $500,000, consisting of $50,000 of cash plus 58,266 Class A common shares of 11197894 Canada Ltd. The cash portion of the purchase price is included in the current portion of Notes payable at September 30, 2024.

11197894 Canada Ltd
Notes to the Interim Condensed Consolidated Financial Statements
For the nine months ended September 30, 2024 and 2023
Expressed in Canadian dollars (unaudited)

13. Related party transactions

Key management personnel are those persons having oversight or authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly.

Share-based payments below are measured at the grant date fair value of the options and/or share awards issued in the period. Key management compensation incurred for the nine-month periods ending September 30, 2024 and 2023 are as follows:

	2024	2023
Short-term compensation	819,514	648,168
Share-based payments	987,835	-
Total	1,807,349	648,168

During the period, certain shareholders committed to lending the Company up to $800,000. These shareholder loans bear interest at a rate of 10.0% per annum, are payable monthly and are due December 31, 2024. As at September 30, 2024, loans aggregating $716,667 had been advanced. Subsequent to September 30, 2024, these advances were restructured in conjunction with a broader financing transaction (Note 17).

During the period, four shareholders, who are active employees in IC Group, agreed to a 25% salary deferral from January 15, 2024 to be repaid, with accrued interest calculated at a rate of 8.0% per annum, from proceeds from an equity financing by December 31, 2024. As at September 30, 2024, cumulative deferred salaries of $195,742 were included in accounts payable and accrued liabilities.

11197894 Canada Ltd
Notes to the Interim Condensed Consolidated Financial Statements
For the nine months ended September 30, 2024 and 2023
Expressed in Canadian dollars (unaudited)

14. Financial instruments

Liquidity risk

Liquidity risk is the risk that the entity will encounter difficulty in meeting obligations associated with financial liabilities. The Group manages its liquidity risk by forecasting its operations and anticipating its operating and investing activities. The contractual cash flows of the Group's undiscounted financial liabilities are as follows:

As at September 30, 2024	Less than 1 year	1 year to 5 years	Greater than 5 years
Accounts payables and accrued liabilities	3,781,851	-	-
Customer deposits – prizing	7,942,772	-	-
Advances from shareholders (1)	716,667	-	-
Notes payable (Note 1)	196,871	73,436	-
Long-term debt	1,375,208	5,358,134	2,708,822
	14,013,369	5,431,570	2,708,822
As at December 31, 2023	Less than 1 year	1 year to 5 years	Greater than 5 years
---	---	---	---
Accounts payables and accrued liabilities	2,042,817	-	-
Customer deposits – prizing	2,993,730	-	-
Canada emergency business account loan	40,000	-	-
Long-term debt	1,462,366	5,414,570	3,661,972
	6,538,913	5,414,570	3,661,972

(1) Subsequent to September 30, 2024, the shareholder advances were restructured and their maturity was extended (Note 17).

Credit concentration risk

As at September 30, 2024, six customers accounted for 73% of total accounts receivable. As at December 31, 2023, one customer accounted for 73% of total accounts receivable.

For the nine-month period ending September 30, 2024, approximately 68% of total revenue was earned from 5 customers. For the nine-month period ended September 30, 2023, approximately 77% of total revenue was earned from 4 customers.

Market risk

11197894 Canada Ltd
Notes to the Interim Condensed Consolidated Financial Statements
For the nine months ended September 30, 2024 and 2023
Expressed in Canadian dollars (unaudited)

Foreign currency risk

Due to materiality, United States Dollar denominated exposures are the only foreign currency exposures actively managed by the Company. Further, as at September 30, 2024 and December 31, 2023, the only material exposures to foreign currencies were from transactions denominated in United States Dollars. At these dates, the following items, recorded in Canadian dollars, are denominated for settlement in United States currency:

	2024	2023
	CAD$	CAD$
Cash	381,516	689,421
Restricted cash	8,397,872	2,940,664
Accounts receivable	1,051,587	814,532
Accounts receivable – prizing	120,202	5,303,626
Accounts payable and accrued liabilities	(816,398)	(488,683)
Deferred revenue	(8,632,807)	(9,382,942)
	501,972	(123,382)

A 10% increase change in the CAD foreign exchange rate would result in the following changes:

	September 30, 2024		December 31, 2023
	Increase	Decrease	Increase	Decrease
Cash	(34,683)	38,152	(62,675)	68,942
Restricted cash	(763,443)	839,787	(267,333)	294,066
Accounts receivable	(95,599)	105,159	(74,048)	81,453
Accounts receivable – prizing	(10,927)	12,020	(482,148)	530,363
Accounts payable and accrued liabilities	74,218	(81,640)	44,426	(48,868)
Deferred revenue	804,282	(884,711)	852,995	(938,295)
Total	(26,152)	28,767	11,217	(12,339)

11197894 Canada Ltd
Notes to the Interim Condensed Consolidated Financial Statements
For the nine months ended September 30, 2024 and 2023
Expressed in Canadian dollars (unaudited)

Credit Risk

Credit risk is the risk of loss associated with a counterparty's inability to fulfil its payment obligations. The Group's credit risk is primarily attributable to cash including restricted cash, accounts receivables and short-term debentures. Cash consists of cash on hand deposited with reputable financial institutions, which is closely monitored by management. Receivables are amounts typically received within 30 – 60 days from reputable sources, short term debentures are due in May 2025. Management believes credit risk with respect to financial instruments is minimal. Credit risk of receivables is mitigated through active collections management and working with organizations with good reputations and who are in good standing.

The Company's maximum exposure to credit risk is the carrying value of cash and receivables are as follows as at:

	September 30, 2024	December 31, 2023
Cash and restricted cash	9,100,579	4,209,839
Accounts and other receivables	2,134,216	2,221,317
Short term debentures	388,900	337,900
Total	11,623,695	6,769,056

	September 30, 2024	December 31, 2023
Current (not past due)	1,503,677	1,426,590
1 – 30 days past due	336,632	742,839
31 – 60 days past due	88,199	41,141
More than 60 days past due	205,708	10,747
Less: allowance for expected credit losses	-	-
Total	2,134,216	2,221,317

As at September 30, 2024 and December 31, 2023, the Group believes that the credit risk for its accounts and other receivables is mitigated due to 86% (December 31, 2023 - 98%) being within 30 days of the agreed upon payment terms with customers, the overall high credit worthiness of the customer base and historically low credit losses.

11197894 Canada Ltd
Notes to the Interim Condensed Consolidated Financial Statements
For the nine months ended September 30, 2024 and 2023
Expressed in Canadian dollars (unaudited)

15. Operating expenses

The following table presents the main expense categories that comprise Operating and Administrative expenses for the nine-month periods ended September 30, 2024 and 2023:

	2024	2023
Personnel	5,733,194	3,669,516
Amortization	1,009,221	375,371
Office and administration	897,620	336,888
Professional fees	836,380	136,599
Internet rental	320,016	283,292
Insurance	236,185	203,023
Premises	185,759	170,170
Advertising and promotion	102,356	82,401
	9,320,731	5,257,260

The following table presents the main items that comprise Other Income (Expense):

	2024	2023
Foreign exchange gain (loss)	116,462	103,676
Investment income	161,847	118,599
SR&ED investment tax credits	93,750	187,500
Employee option grant (Note 12)	(2,135,066)	-
	(1,763,007)	409,775

16. Segmented Reporting

The Company's management measures performance across three operating segments. These segments are defined primarily by their product and service offerings, as described below:

11197894 Canada Ltd
Notes to the Interim Condensed Consolidated Financial Statements
For the nine months ended September 30, 2024 and 2023
Expressed in Canadian dollars (unaudited)

Summary of segmented operations for the nine-month period ended September 30, 2024 are as per below:

Nine months ended September 30, 2024	Digital Promotions	Mobile Messaging	Insurance Solutions	Corporate	Elimination	Total
Revenue
Contract and prizing revenue	5,066,174	-	-	-	-	5,066,174
Override rebates	1,587,635	-	-	-	-	1,587,635
Profit and sales commissions	-	-	1,006,600	-	-	1,006,600
Mobile messaging traffic	-	4,511,120	-	-	-	4,511,120
Rating site and administrative income	-	-	302,689	-	-	302,689
Rental income	-	-	-	242,043	(242,043)	-
Total revenue	6,653,809	4,511,120	1,309,289	242,043	(242,043)	12,474,218
Cost of Sales
Brokerage commissions	-	-	462,843	-	-	462,843
Direct labour	1,483,079	-	-	-	-	1,483,079
Fulfillment costs	1,152,659	-	-	-	-	1,152,659
Mobile messaging traffic charges	-	2,876,824	-	-	-	2,876,824
Total cost of sales	2,635,738	2,876,824	462,843	-	-	5,975,405
Gross Margin	4,018,071	1,634,296	846,446	242,043	(242,043)	6,498,813
Operating expenses
Amortization	(146,486)	(562,435)	(279,154)	(21,146)	-	(1,009,221)
Operating and administrative expenses	(4,150,147)	(2,182,350)	(808,558)	(1,412,498)	242,043	(8,311,510)
Other income (expense)	376,534	-	(4,475)	(2,135,065)	-	(1,763,007)
Operating income (loss)	97,971	(1,110,490)	(245,741)	(3,326,666)	-	(4,584,925)
Interest expense	-	-	-	(459,995)	-	(459,995)
Earnings (loss) before income taxes	97,971	(1,110,490)	(245,741)	(3,786,661)	-	(5,044,920)
Income tax expense (recovery)	-	-	-	(417,480)	-	(417,480)
Net earnings (loss)	97,971	(1,110,490)	(245,741)	(3,369,181)	-	(4,627,440)
Net earnings (loss) attributable to:
Parent	97,971	(1,110,490)	(212,522)	(3,369,181)	-	(4,594,221)
Non-controlling interest	-	-	(33,219)	-	-	(33,219)
	97,971	(1,110,490)	(245,741)	(3,369,181)	-	(4,627,440)
Segment assets	11,991,087	6,967,060	2,896,406	2,486,817	-	24,341,370
Segment liabilities	10,442,341	2,189,442	832,631	10,586,063	-	24,050,477

11197894 Canada Ltd
Notes to the Interim Condensed Consolidated Financial Statements
For the nine months ended September 30, 2024 and 2023
Expressed in Canadian dollars (unaudited)

Summary of segmented operations for the nine-month period ended September 30, 2023 are as per below:

Nine months ended September 30, 2023	Digital Promotions	Insurance Solutions	Corporate	Elimination	Total
Revenue
Contract and prizing revenue	6,211,513	-	-	-	6,211,513
Override rebates	1,412,154	-	-	-	1,412,154
Profit and sales commissions	-	802,570	-	-	802,570
Rating site and administrative income	-	203,886	-	-	203,886
Rental income	-	-	242,580	(242,580)	-
Total revenue	7,623,667	1,006,456	242,580	(242,580)	8,630,123
Cost of Sales
Brokerage commissions	-	401,225	-	-	401,225
Direct labour	1,759,584	-	-	-	1,759,584
Fulfillment costs	1,190,131	-	-	-	1,190,131
Total cost of sales	2,949,715	401,225	-	-	3,350,940
Gross Margin	4,673,952	605,231	242,580	(242,580)	5,279,183
Operating expenses
Amortization	(79,823)	(279,535)	(16,013)	-	(375,371)
Operating and administrative expenses	(3,530,365)	(833,832)	(760,272)	242,580	(4,881,889)
Other income (expense)	420,287	(10,512)	-	-	409,775
Operating income (loss)	1,484,050	(518,648)	(533,705)	-	431,698
Interest expense	-	-	(102,956)	-	(102,956)
Earnings (loss) before income taxes	1,484,050	(518,648)	(636,661)	-	328,742
Income tax expense (recovery)	-	-	269,330	-	269,330
Net earnings (loss)	1,484,050	(518,648)	(905,991)	-	59,412
Net earnings (loss) attributable to:
Parent	1,484,050	(452,241)	(879,961)	-	125,819
Non-controlling interest	-	(66,407)	-	-	(66,407)
	1,484,050	(518,648)	(879,961)	-	59,412
Segment assets	7,516,870	2,819,585	2,627,749	-	12,964,203
Segment liabilities	5,987,296	545,758	3,381,064	-	9,914,118

11197894 Canada Ltd
Notes to the Interim Condensed Consolidated Financial Statements
For the nine months ended September 30, 2024 and 2023
Expressed in Canadian dollars (unaudited)

Subsequent Events

All disclosures and notes in the financial statements reflect the conditions as at the balance sheet date and do not include the effects of the following subsequent events.

Acquisition of Emotion Media Inc.

On August 20, 2024, the Company entered into a definitive agreement to acquire the shares of Emotion Media Inc. that it did not already own in exchange for $250,055 of cash and the issuance of 407,126 common (pre-split) shares of IC Group, including the assumption of approximately $2.53 million of debentures and accrued interest payable, of which approximately $0.55 million was already due to the Company from Emotion Media Inc. The acquisition will close immediately following the below described business combination and equity financing.

The following table provides the estimated schedule of payments for the shares of Emotion Media Inc. and repayment of the debentures and accrued interest not owned by the Company:

	Date	Amount
Cash share purchase	Acquisition closing	250,000
Debenture repayment #1	Acquisition closing	313,500
Debenture repayment #2	September 1, 2025	156,750
Debenture repayment #3	October 1, 2025	156,750
Debenture repayment #4	November 1, 2025	156,750
Debenture repayment #5	December 1, 2025	156,750
Debenture repayment #6	July 1, 2026	587,850
Debenture repayment #7	December 1, 2026	642,000
Total		2,420,350

11197894 Canada Ltd
Notes to the Interim Condensed Consolidated Financial Statements
For the nine months ended September 30, 2024 and 2023
Expressed in Canadian dollars (unaudited)

Business combination, equity financing and restructuring of advances from shareholders

In conjunction with the above-described private placement offering, certain shareholders converted an aggregate of $316,667 of the advances from shareholders (Note 13) to 316,667 Subscription Receipts. The $400,000 balance of the advances from shareholders was restructured such that their repayment date was deferred until July 1, 2026. Interest on the restructured advances will continue to accrue interest at a rate of 10% per annum and be paid monthly.

Upon completion of the Proposed Transaction, current shareholders of the Group will hold approximately 86.77% of the Resulting Issuer Shares.

Long-term Debt

As discussed in Note 11, the Group is in violation of certain covenants as at September 30, 2024 and, accordingly, bank loans are classified as current liabilities in the interim condensed consolidated statements of financial position. The Group obtained a waiver from the lender on January 23, 2025, stating that it will not apply the covenant tests until January 1, 2026.

Principal repayments on long-term debt in each of the next five years, assuming long-term debt subject to refinancing is renewed, are estimated as follows:

2024	365,622
2025	1,388,176
2026	1,490,706
2027	1,266,831
2028 and thereafter	4,930,829
	9,442,164

SCHEDULE "E"

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

OF THE RESULTING ISSUER

(Please see attached)

(Corp Holdings Inc. (formerly Cuspis Capital II Ltd.)
Pro Forma Consolidated Statement of Financial Position
(Expressed in Canadian Dollars)
(Unaudited)

As at September 30, 2024	Cuspis Capital II Ltd.	11197894 Canada Ltd.	Pro Forma Adjustments	Notes	Pro Forma Consolidated Balance
Assets
Current
Cash and marketable securities	1,507,418	368,096	(250,055)	3(a)	2,466,443
	-	-	(313,632)	3(a)
	-	-	1,205,250	3(b)
	-	-	(50,634)	3(b)
Restricted cash	-	8,732,483			8,732,483
Accounts and other receivables	-	2,134,216	173,436	3(a)	2,307,652
Income taxes recoverable	-	330,025			330,025
Short-term debentures	-	388,900	(388,900)	3(a)	-
Prepaid expenses and other assets	367	392,073	2,000	3(a)	394,440
Total current assets	1,507,785	12,345,793	377,465		14,231,043
Investments	-	347,500	(347,500)	3(a)	-
Property and equipment	-	1,904,135			1,904,135
Intangible assets and goodwill	-	9,743,942	6,518,211		16,262,153
Total assets	1,507,785	24,341,370	6,548,176		32,397,331

(Corp Holdings Inc. (formerly Cuspis Capital II Ltd.)
Pro Forma Consolidated Statement of Financial Position
(Expressed in Canadian Dollars)
(Unaudited)

As at September 30, 2024	Cuspis Capital II Ltd.	11197894 Canada Ltd.	Pro Forma Adjustments	Notes	Pro Forma Consolidated Balance
Liabilities
Current
Accounts payable and accrued liabilities	143,191	3,781,851	300,073	3(a)	4,690,115
	-	-	465,000	3(d)
Deferred revenue	-	873,171	266,009	3(a)	1,139,180
Customer deposits – prizing	-	7,942,772	-		7,942,772
Advances from shareholders	-	716,667	(716,667)	3(c)	-
Current portion of long-term debt	-	9,442,164	(8,035,410)	3(e)	1,406,754
Current portion of notes/debentures payable	-	196,871	940,895	3(a)	824,134
	-	-	(313,632)	3(a)
Total current liabilities	143,191	22,953,496	(7,093,732)		16,002,955
Advances from shareholders	-	-	400,000	3(c)	400,000
Notes/debentures payable	-	73,436	987,478	3(a)	1,060,914
Long-term debt	-	-	8,035,410	3(e)	8,035,410
Deferred income tax liability	-	1,023,545	-		1,023,545
Total liabilities	143,191	24,050,477	2,329,156		26,522,824
Shareholders’ Equity
Share capital	1,721,279	3,178,877	3,212,737	3(a)	10,388,484
	-	-	(1,721,279)	2
	-	-	2,900,000	3(f)
	-	-	920,811	3(b)
	-	-	(50,634)	3(b)
	-	-	(15,241)	3(b)
	-	-	241,934	3(c)
Reserves	186,071	89,895	(186,071)	2	528,398
	-	-	15,241	3(b)
	-	-	284,439	3(b)
	-	-	74,733	3(c)
	-	-	64,090	3(f)
Retained earnings (deficit)	(542,756)	(2,977,879)	542,756	2	(5,042,375)
	-	-	(1,599,496)	3(f)
	-	-	(465,000)	3(d)
Shareholders’ equity	1,364,594	290,893	4,219,020		5,874,507
Total liabilities and shareholders equity	1,507,785	24,341,370	6,548,176		32,397,331

IC Group Holdings Inc. (formerly Cuspis Capital II Ltd.)
Pro Forma Consolidated Statement of Equity
(Expressed in Canadian Dollars)
(Unaudited)

	Notes	Number of shares #	Amount $	Reserves $	Retained Earnings (Deficit)
11197894 Canada Ltd.
Balance as at September 30, 2024	1	3,269,803	3,178,877	89,895	(2,977,879)

Cuspis Capital II Ltd.
Balance as at September 30, 2024	1	12,500,000	1,721,279	186,071	(542,756)

Elimination of pre-acquisition	2	(12,500,000)	(1,721,279)	(186,071)	542,756
11197894 Canada Ltd. share split	2	22,519,187	-	-	-
Common shares issued to Cuspis Capital II Ltd. Shareholders	3(f)	2,900,000	2,900,000	-	-
Replacement options issued to Cuspis Capital II Ltd. option holders	3(f)	-	-	64,090	-
Common shares issued to shareholders of Emotion Media Inc.	3(a)	3,211,010	3,212,737	-	-
Consolidated balance as at September 30, 2024		31,900,000	9,291,614	153,985	(2,977,879)
Concurrent financing	3(b)	1,205,250	920,811	284,439	-
11197894 Canada Ltd. issuance of common shares and warrants for partial settlement of advances from shareholders	3(c)	316,667	241,934	74,733	-
Share issuance costs	3(b)	-	(50,634)	-	-
Compensation warrants	3(b)	-	(15,241)	15,241	-
Listing expense	3(f)	-	-	-	(1,599,496)
Listing and other closing expenses	3(d)	-	-	-	(465,000)
Balance as at September 30, 2024		33,421,917	10,388,484	528,398	(5,042,375)

Notes

(1) The number of options:

Options

11197894 Canada Ltd options at December 31, 2024 2,076,431

Options issued to Cuspis on amalgamation 290,000

2,366,431

(2) The number of warrants:

Warrants

Warrants issued for concurrent financing 1,205,250

Warrants issued as partial settlement of advances from shareholders 316,667

Compensation warrants 50,634

1,572,551

1. BACKGROUND AND BASIS OF PREPARATION

11197894 Canada Ltd. ("IC Group" or the "Company") entered into a non-binding letter of intent (the "LOI") with Cuspis Capital II Ltd. ("Cuspis"), pursuant to which the parties intended to complete the business combination of Cuspis and IC Group to ultimately form the resulting issuer (the "Resulting Issuer") that will continue on the business of IC Group (including its contemplated acquisition of the 85.9% of Emotion Media Inc. that it does not already own (Note 2)), under the name IC Group Holdings Inc. (the "Transaction"), and IC Group intended to complete an offering of up to $3,000,000 in aggregate gross proceeds. The Transaction will constitute Cuspis' Qualifying Transaction (as such term is defined in the policies of the TSX Venture Exchange (the "Exchange")).

In connection with the Transaction, on November 7, 2024, the Company completed a private placement financing of 1,205,250 Subscription Receipts at an offering price of $1.00 per Subscription Receipt for total gross proceeds of $1,205,250 (the "Concurrent Financing"). Each Subscription Receipt evidences the right of the holder to exchange one (1) Subscription Receipt, for no additional consideration and with no further action on the part of the holder thereof, into one unit of IC Group (a "Unit"). Each Unit will consist of one IC Group Share (each an "Underlying Share") and one common share purchase warrant (each warrant, an "Underlying Warrant"). Each Underlying Warrant will entitle the holder to purchase one IC Group Share (a "Warrant Share", and together with the Underlying Shares and the Underlying Warrants, the "Underlying Securities") at an exercise price equal to $1.20 until the date that is 48 months following the date of the RTO Closing (the "RTO Closing Date").

In addition to the Concurrent Financing, the Company agreed to a "shares for debt" transaction which will close at or immediately prior to the completion of the Transaction (the "Debt Rollover").

The unaudited Pro Forma Consolidated Financial Statements have been prepared by management and give effect to the Transaction as per Note 2 as if it had occurred as at September 30, 2024 and has been prepared by management for inclusion in the Exchange Filing Statement for IC Group and Cuspis dated at or immediately prior to the completion of the Transaction.

The unaudited Pro Forma Consolidated Statement of Financial Position is the result of combining the unaudited interim statements of financial position of Cuspis and IC Group as at September 30, 2024.

The unaudited pro-forma consolidated financial statements are presented in Canadian Dollars, being the functional currencies of Cuspis and IC Group.

The unaudited Pro Forma Consolidated Financial Statements have been prepared for illustrative purposes only and may not be indicative of the combined entities' financial performance that would have occurred if the Transaction had been in effect at the date indicated. Actual amounts recorded upon consummation of the Transaction will likely differ from those recorded in the unaudited pro forma consolidated financial statements. The pro forma adjustments and allocations of the purchase price are based in part on estimates of the fair value of assets acquired and liabilities to be assumed. The actual fair values of the assets and liabilities will be determined as of the effective date of the Transaction and may differ materially from the amounts disclosed in the assumed pro forma purchase price allocation because of changes in fair value of the assets and liabilities up to the effective date of the Transaction, and as further analysis is completed.

Consequently, the actual allocation of the purchase price may result in different adjustments than those in the unaudited Pro Forma Consolidated Financial Statements. Similarly, the calculation and allocation of the purchase price has been prepared on a preliminary basis and is subject to change between the time such preliminary estimations were made and closing as a result of a number of factors.

The unaudited Pro Forma Consolidated Financial Statements have been prepared in accordance with Cuspis' and IC Group's accounting policies, as disclosed in Cuspis' audited financial statements for the year ended June 30, 2024 and IC Group's audited consolidated financial statements for the year ended December 31, 2023. There are no material differences in accounting policies between Cuspis and IC Group.

The unaudited Pro Forma Consolidated Financial Statements have been compiled from information derived from:

i. IC Group's audited consolidated financial statements for the years ended December 31, 2023 and 2022
ii. Cuspis' audited financial statements for the years ended June 30, 2024 and 2023;
iii. IC Group's unaudited interim condensed consolidated financial statements for the nine months ended September 30, 2024; and
iv. Cuspis' unaudited interim financial statements for the three months ended September 30, 2024 and 2023.

All of which were prepared in accordance with IFRS, as issued by the International Accounting Standards Board.

2. Summary of Proposed Transaction

On November 15, 2024, the Company, Cuspis and 16470734 Canada Inc., a wholly-owned subsidiary of the Cuspis ("Subco"), entered into a business combination agreement (the "Definitive Agreement") to complete the Transaction, which superseded the terms of the LOI. The Definitive Agreement contemplates, among other things, the Transaction will be completed by way of a three-cornered amalgamation, Subco and IC Group will amalgamate (the "Amalgamation"), and the resulting amalgamated entity will survive as a wholly-owned subsidiary of Cuspis. Each issued and outstanding Class A common share of IC Group (each, a "IC Group Share") will be exchanged for common shares of the Resulting Issuer on the basis of one resulting issuer share for one (1) IC Group Share (the "Exchange Ratio"). In addition, it is contemplated that all securities convertible, exercisable or exchangeable into IC Group Shares outstanding at the effective time will be exchanged for similar securities of the Resulting Issuer on the basis of the Exchange Ratio.

Immediately prior to or concurrently with closing of the Transaction, Cuspis is expected to (i) consolidate (the "Consolidation") all of its issued and outstanding common shares (each, a "Cuspis Share") on the basis of one (1) post-consolidation Cuspis Share for approximately 4.3103448 (the "Consolidation Ratio") pre-consolidation shares; and (ii) change its name to "IC Group Holdings Inc." (the "Name Change"). It is also contemplated that all securities convertible, exercisable or exchangeable into Cuspis Shares will be consolidated at the Consolidation Ratio.

Immediately prior to or concurrently with closing of the Transaction, IC Group is expected to split (the "Split") all of its issued and outstanding common shares (each, an "IC Group Share") on the basis of one (1) post-consolidation IC Group Share for approximately 0.1267907 (the "Split Ratio") pre-split shares. It is also contemplated that all securities convertible, exercisable or exchangeable into IC Group Shares will be split at the Split Ratio.

Concurrent Financing

Each Subscription Receipt issued in connection with the Offering will automatically convert, immediately prior to the effective time of the Amalgamation, into one unit of IC Group (each a "Unit"), comprised of one IC Group Share and one warrant of IC Group ("Warrant"). Each Warrant will entitle the holder to acquire an IC Group Share at a price of $1.20 at any time prior to the 48-month anniversary of the date all the escrow release conditions are satisfied, in accordance with the terms of a warrant indenture dated November 7, 2024 entered into between IC Group and TSX Trust Company, as warrant agent. Upon completion of the Transaction, each IC Group Share shall be exchanged for one common share of the Resulting Issuer ("Resulting Issuer Share") and each Warrant shall be exchanged for one warrant of the Resulting Issuer, exercisable for a Resulting Issuer Share (the "Resulting Issuer Warrants"), on economically equivalent terms.

The gross proceeds of the Offering (the "Escrowed Funds") are being held in escrow by TSX Trust Company, acting as escrow agent (the "Subscription Receipt Agent") pursuant to the terms of a subscription receipt agreement dated the date hereof (the "Subscription Receipt Agreement") entered into among IC Group, Cuspis and the Escrow Agent. The Escrowed Funds will be released (together with the interest thereon) to IC Group upon satisfaction of the escrow release conditions.

In connection with the Offering, Research Capital Corporation (the "Lead Agent") and Ventum Financial Corp. (together with the Lead Agent, the "Agents") received an aggregate cash fee of $28,862.50, and the Lead Agent received an advisory fee in the amount of $21,771.25. As additional consideration, IC Group issued an aggregate of 28,863 broker warrants ("Broker Warrants") and an aggregate 21,771 advisory broker warrants ("Advisory Warrants") to the Agents (the Broker Warrants and Advisory Warrants are hereinafter collectively referred to as the "Compensation Warrants").

Each Compensation Warrant is exercisable at an exercise price of $1.00 to acquire one Unit at any time during the forty-eight (48) months following the date on which the Transaction is completed. Upon the completion of the Transaction, the Compensation Options will be exchanged for warrants of the Resulting Issuer on economically equivalent terms.

Acquisition of Emotion Media Inc.

On August 20, 2024, the Company entered into a definitive agreement to acquire the shares of Emotion Media Inc. that it did not already own for $3,462,792, to be satisfied by $250,055 of cash and the issuance of 3,211,010 shares (post 1:0.1267907 split) of IC Group, including the assumption of approximately $2.53 million of debentures and accrued interest payable, of which approximately $0.55 million was already due to the Company from Emotion Media Inc. The acquisition will close immediately following completion of the Transaction.

Debt Rollover

The Company has agreed to complete the Debt Rollover transaction at or immediately prior to the completion of the Transaction. 5307049 Manitoba Ltd., a company owned by Duncan McCready (President and CEO of the Company) and Echo Bay Strategic Yield Fund (a related party to Michael Svetkoff, a Director of the Company) agreed to exchange $150,000 and $166,667, respectively, of amounts due from the Company to themselves through the issuance of 150,000 and 166,667 Units. The Units issued in connection with the Debt Rollover are on the same terms and conditions as the Units issued for Subscription Receipts issued in connection with the Concurrent Financing, other than the Debt Rollover Units being issued on a non-brokered basis.

3. Pro-forma Adjustments and Assumptions

The Pro Forma statement has been prepared to reflect the following assumptions and adjustments.

a) The acquisition of the shares of Emotion Media Inc. not already owned by the Company will be accounted for as a business combination. The estimated purchase accounting, based on a pro forma September 30, 2024 closing date, is as follows:

Issuance of IC Group shares in exchange for shares of Emotion Media Inc.	3,212,737
Cash consideration	250,055
Investment in short-term debentures of Emotion Media Inc.	388,900
Investment in common shares of Emotion Media Inc.	347,500
Total consideration	4,199,192

Allocation:
Intangible assets including goodwill	6,518,211
Accounts and other receivables	173,436
Prepaid expenses	2,000
Accounts payable and accrued liabilities	(300,073)
Deferred revenue	(266,009)
Current portion of debentures payable	(940,895)
Long-term portion of debentures payable	(987,478)
	4,199,192

Upon closing of acquisition of Emotion Media Inc., the Company will use available funds to settle the $250,055 cash consideration and repay $313,632 of the debentures payable.

b) On November 7, 2024 the Company completed an Offering of 1,205,250 Subscription Receipts at an offering price of $1.00 for total gross proceeds of $1,202,250, from which $50,634 of Lead Agent and Agent fees will be deducted at closing (Note 2)). Each Subscription Receipt issued in connection with the Offering will automatically convert, immediately prior to the effective time of the Amalgamation, into one Unit, comprised of one IC Group Share and one Warrant, with each Warrant entitling the holder to acquire one IC Group Share at a price of $1.20 at any time prior to the 48- month anniversary of the date all the escrow release conditions are satisfied, subject to acceleration. Upon completion of the Transaction, each IC Group Share shall be exchanged for one Resulting Issuer Share and each Warrant shall be exchanged for one Resulting Issuer Warrant, on economically equivalent terms. The gross proceeds were apportioned $920,811 (76.40%) and $284,439 (23.60%) to common shares and reserves, respectively, in the Pro Forma Statement of Equity. The fair value of the warrants was estimated based on the Black-Scholes Option Pricing Model, using the following assumptions: expected dividend yield – 0%; expected volatility – 50.65%; risk-free interest rate – 2.90% and an average exercise term of 2 years.

The fair value of the Broker and Advisory warrants was estimated at an aggregate of $15,241 based on the Black-Scholes Option Pricing Model, using the following assumptions: expected dividend yield – 0%; expected volatility – 50.65%; risk-free interest rate – 2.90% and an average exercise term of 2 years.

c) As at September 30, 2024, certain shareholders had advanced loans aggregating $716,667, included in current liabilities. The Company has agreed to complete the Debt Rollover transaction (Note 1) at or immediately prior to the completion of the Transaction. A total of 316,667 Units will be exchanged for $316,667 of the advances from shareholders. Each Unit is comprised of one IC Group Share and one Warrant, with each Warrant entitling the holder to acquire one IC Group Share at a price of $1.20 at any time prior to the 48-month anniversary of the date of the closing of the Transaction. The Shares and Warrants issued in exchange for the Debt were apportioned to common shares and reserves in the Pro Forma Statement of Equity on the same basis as the Subscription Receipts (Note 3b). No fees or commissions were payable in connection with the Debt Rollover.

The $400,000 balance of the advances from shareholders was restructured such that their repayment date was deferred until July 1, 2026. Accordingly, this balance has been reclassified to long-term liabilities in the pro forma consolidated statement of financial position.

d) In conjunction with the Transaction, the Company is estimated to have $465,000 of unpaid expenses at September 30, 2024. These expenses include legal, accounting and advisory services fees provided to IC Group and Cuspis and have been included in accounts payable and accrued liabilities and retained earnings (deficit).

e) The terms of IC Group's bank loans require that certain measurable covenants be met. As at December 31, 2023 and September 30, 2024, the Group was in violation of certain covenants. Accordingly, these loans are classified as current liabilities in these financial statements. IC Group obtained a waiver from the lender on January 23, 2025 stating that it will not apply the covenant tests until January 1, 2026. Accordingly, principal payments contractually due after September 30, 2025 have been presented as long-term liabilities in these pro forma consolidated financial statements.

f) The shareholders of IC Group will acquire control of Cuspis, thereby constituting a reverse acquisition of Cuspis. The Transaction is considered a purchase of Cuspis' net assets by the shareholders of IC Group. The Transaction will be accounted for in accordance with guidance provided in IFRS 2, "Share-Based Payment" and IFRS 3, "Business Combinations". As Cuspis did not qualify as a business according to the definition in IFRS 3, this Transaction is treated as an issuance of shares by IC Group for the net assets of Cuspis and Cuspis' listing status with IC Group as the continuing entity.

The purchase price is allocated as follows:

Fair value of 12,500,000, pre 4.3103448:1 share consolidation (Note 2), shares of Cuspis Capital II Ltd.		2,900,000
Fair value of replacement options		64,090
Total consideration paid		2,964,090

Net assets (liabilities) of Cuspis:
Cash and Marketable securities		1,507,418
Prepaid expenses		367
Accounts payable and accrued liabilities		(143,191)
		1,364,494

Excess consideration - listing expense		1,599,496

For purposes of the Pro Forma Consolidated Financial Statements, the fair value of the shares and options issued as consideration to Cuspis of $2,900,000 and $64,090, respectively, are based on the agreed value between Cuspis and IC Group of $1.00 per share and the estimated fair value of $0.221 per warrant, based on the Black-Scholes Option Pricing Model, using the following assumptions: expected dividend yield – 0%; expected volatility – 50.65%; risk-free interest rate – 2.90% and an average exercise term – 6 months.

SCHEDULE “F”

AUDIT COMMITTEE CHARTER

IC Group Holdings Inc. (the “Company”)

I. Purpose

The Audit Committee (the “Audit Committee”) is a committee of directors appointed by the Board of Directors of the Company (the “Board”). The Audit Committee’s mandate is to provide assistance to the Board in fulfilling its financial reporting and control responsibility to the shareholders and the investment community. The Committee is, however, independent of the Board and the Company and in carrying out their role shall have the ability to determine its own agenda and any additional activities that the Audit Committee shall carry out.

II. Composition

The Committee will be comprised of at least three directors of the Company, all of whom, subject to any exemptions set out in National Instrument 52-110 Audit Committees (“NI-52-110”) will be independent and financially literate. In addition, at least one member of the Audit Committee shall have accounting or related financial expertise as such qualifications are interpreted by the Board. An “independent” director is a director who has no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Board of Directors, be reasonably expected to interfere with the exercise of the director’s independent judgement or a relationship deemed to be a material relationship pursuant to Sections 1.4 and 1.5 of NI-52-110, as set out in Schedule “A” hereto. A “financially literate” director is a director who has the ability to read and understand a set of financial instruments 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 financial statements of the Company.

III. Responsibilities

Responsibilities of the Audit Committee generally include, but are not limited to, the undertaking of the following tasks:

Selecting and determining the compensation of the external auditors, subject to approval of the shareholders of the Company, 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. In making such determination and recommendation to the shareholders, the Audit Committee will:
confirm the independence of the auditors and report to the Board its conclusions on the independence of the auditors and the basis for these conclusions;
meet with the auditors and financial management to review the scope of the proposed audit for the current year, and the audit procedures to be used; and
obtain from the external auditors confirmation that they are participants in good standing in the Canadian Public Accountability Board oversight program and, if applicable, in compliance with the provisions of the Sarbanes-Oxley Act of 2002 (U.S.) and other legal or regulatory requirements with respect to the audit of the financial statements of the Company.
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. In overseeing such work, the Audit Committee will:
review with the external auditors any audit problems or difficulties and management’s response;
at least annually obtain and review a report prepared by the external auditors describing (i) the auditors’ internal quality-control procedures; and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the auditors, and reviewing any steps taken to deal with such issues;

serve as an independent and objective party to monitor the Company’s financial reporting process and internal control system and overseeing management’s reporting on internal control;
provide open lines of communication among the external auditors, financial and senior management, and the Board for financial reporting and control matters;
make inquires of management and the external auditors to identify significant business, political, financial and control risks and exposures and assess the steps management has taken to minimize such risks to the Company;
establish procedures to ensure that the Audit Committee meets with the external auditors on a regular basis in the absence of management;
ensure that the external auditors prepare and deliver annually a detailed report covering (i) critical accounting policies and practices to be used; (ii) material alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditors; (iii) other material written communications between the external auditors and management such as any management letter or schedule of unadjusted differences; and (iv) such other aspects as may be required by the Audit Committee or legal or regulatory requirements;
consider any reports or communications (and management's responses thereto) submitted to the Audit Committee by the external auditors, including reports and communications related to:
deficiencies noted following the audit of the design and operation of internal controls;
consideration of fraud in the audit of the financial statement;
detection of illegal acts;
the external auditors responsibility under generally accepted auditing standards;
significant accounting policies;
management judgements and accounting estimates;
adjustments arising from the audit;
the responsibility of the external auditors for other information in documents containing audited financial statements;
disagreements with management;
consultation by management with other accountants;
major issues discussed with management prior to retention of the external auditors;
difficulties encountered with management in performing the audit;
the external auditors judgements about the quality of the entity's accounting principles; and
any reviews of unaudited interim financial information conducted by the external auditors;
review the form of opinion the external auditors propose to render to the Audit Committee, the Board and shareholders; and
discuss significant changes to the Company's auditing and accounting principles, policies, controls, procedures and practices proposed or contemplated by the external auditors or management, and the financial impact thereof.

Pre-approving all non-audit services to be provided to the Company or its subsidiaries by the Company’s external auditor, subject to any exemptions set out in NI-52-110. Notwithstanding the pre-approval process, the Audit Committee will ensure that the external auditors are prohibited from providing the following non-audit services and will determine which other non-audit services the external auditors are prohibited from providing:
bookkeeping or other services related to the accounting records or financial statements of the Company;
financial information systems design and implementation;
appraisal or valuation services, fairness opinions, or contribution-in-kind reports;
actuarial services;
internal audit outsourcing services;
management functions or human resources;
broker, dealer, investment adviser or investment banking services;
legal services and expert services unrelated to the audit; and
any other service that the Audit Committee determines to be impermissible.
Ensuring that the external auditors submit annually to the Company and the Audit Committee a formal written statement of the fees billed for each of the following categories of services rendered by the external auditors: (i) the audit of the Company’s annual financial statements for the most recent fiscal year and, if applicable, the reviews of the financial statements included in the Company’s Quarterly Reports for that fiscal year; and (ii) all other services rendered by the external auditors for the most recent fiscal year, in the aggregate and by each service.
Reviewing the Company’s financial statements, Management’s Discussion and Analysis and annual and interim earnings press releases before the Company publicly discloses the information. In connection with such review, the Audit Committee will ensure that:

(a) management has reviewed the financial statements with the Audit Committee, including significant judgments affecting the financial statements;
(b) the members of the Audit Committee have discussed among themselves, without management or the external auditors present, the information disclosed to the Audit Committee; and
(c) the Audit Committee has received the assurance of both financial management and the external auditors that the Company’s financial statements are fairly presented in conformity with International Financial Reporting Standards in all material respects.

Ensuring 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, other than the public disclosure referred to above, and periodically assessing the adequacy of those procedures.
Reviewing, evaluating and monitoring any risk management program implemented by the Company, including any revenue protection program. This function should include:
risk assessment;
quantification of exposure;
risk mitigation measures; and
risk reporting.
Reviewing the adequacy of the resources of the finance and accounting group, along with its development and succession plans.
Establishing procedures for:
the receipt, retention and treatment of complaints received by the Company regarding

accounting, internal accounting controls, or auditing matters; and

the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
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.
Annually reviewing and revising this Charter as necessary with the approval of the Board and the text relating to this Charter which is required to appear in the Annual Information Form or management proxy circular of the Company, as more specifically set out in Form 52-110FI Audit Committee Information Required in an AIF and Form 52-110F2 Disclosure by Venture Issuers as applicable.
Reviewing and assessing the adequacy of the Code of Business Conduct and Ethics governing the officers, directors and employees of the Company and the Code of Ethics governing Financial Reporting Officers at least annually or otherwise, as it deems appropriate, and propose recommended changes to the Board.
Reporting its activities to the Board on a regular basis and making such recommendations with respect to the above and other matters as the Audit Committee may deem necessary or appropriate.
Reviewing and discussing with management, and approving all related party transactions.

IV. Authority

The Audit Committee has the authority to:

Engage independent counsel and other advisors as the Audit Committee determines necessary to carry out its duties;
Set and pay the compensation for any advisors employed by the Audit Committee, in accordance with applicable corporate statutes; and
Communicate directly with the external auditors.

V. Administrative Procedures

The Audit Committee will meet regularly and whenever necessary to perform the duties described above in a timely manner, but not less than four times a year. Meetings may be held at any time deemed appropriate by the Audit Committee and by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other.
A quorum for the transaction of business at any meeting of the Committee shall be a majority of the number of members of the Committee or such greater number as the Committee shall by resolution determine.
Meetings of the shall be held from time to time as the Committee or the Chairman shall determine upon 48 hours’ notice to each of its members. The notice period may be waived by a quorum of the Committee.
At the discretion of the Audit Committee, meetings may be held with representatives of the external auditors and appropriate members of management.
The external auditors will have direct access to the Audit Committee at their own initiative.
The Chairman of the Audit Committee will report periodically to the Board.

Schedule “A” to Audit Committee Charter

National Instrument 52-110 Audit Committees (“NI-52-110”)

Meaning of Independence (section 1.4 of NI 52-110):

(1) An audit committee member is independent if he or she has no direct or indirect material relationship with the issuer.

(2) For the purposes of subsection (1), a "material relationship" is a relationship which could, in the view of the issuer's board of directors, be reasonably expected to interfere with the exercise of a member's independent judgment.

(3) Despite subsection (2), the following individuals are considered to have a material relationship with an issuer:

(a) an individual who is, or has been within the last three years, an employee or executive officer of the issuer;

(b) an individual whose immediate family member is, or has been within the last three years, an executive officer of the issuer;

(i) is a partner of a firm that is the issuer's internal or external auditor,

(ii) is an employee of that firm, or

(iii) was within the last three years a partner or employee of that firm and personally worked on the issuer's audit within that time;

(d) an individual whose spouse, minor child or stepchild, or child or stepchild who shares a home with the individual:

(i) is a partner of a firm that is the issuer's internal or external auditor,

(ii) is an employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice, or

(iii) was within the last three years a partner or employee of that firm and personally worked on the issuer's audit within that time;

(e) an individual who, or whose immediate family member, is or has been within the last three years, an executive officer of an entity if any of the issuer's current executive officers serves or served at that same time on the entity's compensation committee; and

(f) an individual who received, or whose immediate family member who is employed as an executive officer of the issuer received, more than $75,000 in direct compensation from the issuer during any 12 month period within the last three years.

(4) Despite subsection (3), an individual will not be considered to have a material relationship with the issuer solely because

(a) he or she had a relationship identified in subsection (3) if that relationship ended before March 30, 2004; or

(b) he or she had a relationship identified in subsection (3) by virtue of subsection (8) if that relationship ended before June 30, 2005.

(5) For the purposes of clauses (3)(c) and (3)(d), a partner does not include a fixed income partner whose interest in the firm that is the internal or external auditor is limited to the receipt of fixed amounts of compensation (including deferred compensation) for prior service with that firm if the compensation is not contingent in any way on continued service.

(6) For the purposes of clause (3)(f), direct compensation does not include:

(a) remuneration for acting as a member of the board of directors or of any board committee of the issuer, and

(b) the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service.

(7) Despite subsection (3), an individual will not be considered to have a material relationship with the issuer solely because the individual or his or her immediate family member

(a) has previously acted as an interim chief executive officer of the issuer, or
(b) acts, or has previously acted, as a chair or vice-chair of the board of directors or of any board committee of the issuer on a part-time basis.

(8) For the purpose of section 1.4, an issuer includes a subsidiary entity of the issuer and a parent of the issuer.

Additional Independence Requirements for Audit Committee Members (section 1.5 of NI- 52-110):

(1) Despite any determination made under section 1.4 of NI- 52-110, an individual who

(a) accepts, directly or indirectly, any consulting, advisory or other compensatory fee from the issuer or any subsidiary entity of the issuer, other than as remuneration for acting in his or her capacity as a member of the board of directors or any board committee, or as a part-time chair or vice-chair of the board or any board committee; or
(b) is an affiliated entity of the issuer or any of its subsidiary entities, is considered to have a material relationship with the issuer.

(2) For the purposes of subsection (1), the indirect acceptance by an individual of any consulting, advisory or other compensatory fee includes acceptance of a fee by

(a) an individual's spouse, minor child or stepchild, or a child or stepchild who shares the individual's home; or
(b) an entity in which such individual is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position (except limited partners, non-managing members and those occupying similar positions who, in each case, have no active role in providing services to the entity) and which provides accounting, consulting, legal, investment banking or financial advisory services to the issuer or any subsidiary entity of the issuer.

(3) For the purposes of subsection (1), compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service.

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IC Group Holdings Inc. — Proxy Solicitation & Information Statement 2025

47963_rns_2025-01-31_beced1bc-c853-4a40-a2ec-8fa20be92d5f.pdf

CUSPIS CAPITAL II LTD.

Filing Statement

FILING STATEMENT

TABLE OF CONTENTS

GLOSSARY

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

SUMMARY OF FILING STATEMENT

Parties to the Proposed Qualifying Transaction

Cuspis

IC Group

Background of the Proposed Qualifying Transaction

Reasons for the Proposed Qualifying Transaction

Summary of the Proposed Qualifying Transaction and Related Transactions

Conditions for the Benefit of IC Group

Covenants of the Parties during the Period prior to the Effective Date

Termination Rights

Directors and Officers of the Resulting Issuer

Business Combination Steps

Arm’s Length Qualifying Transaction

Concurrent Financing

Approvals Necessary for the Proposed Qualifying Transaction

Shareholder Approval

Exchange Approval

Interests of Insiders, Promoters or Control Persons

Estimated Available Funds and Principal Purposes

Available Funds

Notes:

Principal Purposes of Funds

Selected Pro Forma Consolidated Financial Information

Listing and Share Price on the Exchange

Sponsorship

Details of Any Conflict of Interest

Interests of Experts

Risk Factors

Conditional Listing Approval

Dilution

Management and Conflicts of Interest

Risk Factors Relating to the Business of IC Group and the Resulting Issuer

The Company has a Significant Number of Competitors.

Reliance on Key Personnel

Future Capital Needs and Uncertainty of Additional Financing

Ability to Achieve Revenue and Customer Growth

Ability to Manage Growth Effectively

Operating Risks

Limited Operating History with Recent Acquisitions or Future Acquisitions in Canada and other Countries

Ability to Attract New Customers, Increase Revenue from Existing Customers or Develop Enhancements to IC Group's Solution

Mergers & Acquisition Risks

Competition

Brand and Reputational Risks

Consumer Privacy and Data Protection Risks

Credit and Liquidity Risk

Risk of Network or Data Security Incidents

Customer Service and Support Standards

Foreign Currency Risk

Risk of Identification and Integration of Acquisitions, Strategic Investments, Partnerships or Alliances

Conflicts of Interest

Fraudulent or Illegal Activity by Employees, Contractors, and Consultants

Internal Controls

Reporting Requirements and Continuous Disclosure

Use of Funds Available to the Resulting Issuer

Publication of Inaccurate or Unfavourable Research Reports

Risks of International Operations and Doing Business in Foreign Countries.

Licenses and Permits

Intellectual Property Protection Risks

Risks Related to Reliance on Third Parties

General Risks with Third Party Service or Solution Providers

Risk of interruptions or performance problems associated with IC Group’s technology solutions, infrastructure, or third-party providers.

Third-Party Insurance Providers

Ability to Integrate IC Group’s Solutions with Other Operating Systems and Software Applications

Risks Related to the Industry

Rapid Technological Change

Anti-Money Laundering Laws and Regulation Risks

Litigation

Risks Related to the Resulting Issuer Shares

Market Price and Volatile Securities Markets

Dilution to the Resulting Issuer Shares

IC Group Holdings Inc. Proxy Solicitation & Information Statement 2025