Immutable Holdings

IMMUTABLE HOLDINGS INC.

ANNUAL INFORMATION FORM

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

March 31, 2026

Page

TERMS OF REFERENCE...1
CURRENCY AND EXCHANGE RATE INFORMATION...1
CAUTION REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS...1
CORPORATE STRUCTURE...6
Intercorporate Relationships...7
GENERAL DEVELOPMENT OF THE BUSINESS...9
Three Year History...9
DESCRIPTION OF THE BUSINESS...10
General...10
Industry Origins...11
Market Size, Scope and Competition...17
Employees, Specialized Skill and Knowledge...18
Intangible Properties...19
RISK FACTORS...19
DIVIDENDS AND DISTRIBUTION...44
CAPITAL STRUCTURE...45
Stock Options...48
MARKET FOR SECURITIES...49
PRIOR SALES...49
ESCROW SECURITIES...49
EXECUTIVE OFFICERS AND DIRECTORS...50
Share Ownership by Directors and Executive Officers...53
CORPORATE CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES AND SANCTIONS...53
CONFLICTS OF INTEREST...54
LEGAL PROCEEDINGS AND REGULATORY ACTIONS...54
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS...54
AUDITOR, TRANSFER AGENT AND REGISTRAR...55
MATERIAL CONTRACTS...55
INTEREST OF EXPERTS...55
AUDIT COMMITTEE...55
Audit Committee Charter...55

Composition of the Audit Committee ... 55
Relevant Education and Experience ... 55
Reliance on Certain Exemptions ... 56
Audit Committee Oversight ... 56
Pre-Approval Policies and Procedures ... 56
External Auditor Service Fees by Category ... 56

MARKET CONTROLS AND REGULATION ... 57
United States ... 57
Canada ... 59

ADDITIONAL INFORMATION ... 59

APPENDIX A - AUDIT COMMITTEE CHARTER ... A-1

TERMS OF REFERENCE

In this annual information form, a reference to the "Company", "Immutable", "we", "us", "our" and similar words refer to Immutable Holdings Inc., its subsidiaries and affiliates, or any one of them, as the context requires.

All references to trade names and trademarks of other companies are the property of their respective owners.

"CAD$" or "$" means a dollar of lawful money of Canada. "USD$" means a dollar of lawful money of the United States (the "U.S."). Unless otherwise referenced herein, all dollar amounts shall be in CAD$.

CURRENCY AND EXCHANGE RATE INFORMATION

The following table sets forth for each period indicated: (i) the exchange rates in effect at the end of the period; (ii) the high and low exchange rates during such period; and (iii) the average exchange rates for such period, for the U.S. dollar, expressed in Canadian dollars, as quoted by the Bank of Canada.

	Year Ended December 31
	2025	2024	2023
	CAD$	CAD$	CAD$
Closing	1.3706	1.4389	1.3263
High	1.4603	1.4416	1.3875
Low	1.3558	1.3316	1.3128
Average	1.3978	1.3698	1.3497

CAUTION REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS

Certain statements and other information contained in this annual information form ("AIF") constitute forward-looking information under Canadian securities laws (collectively "forward-looking statements"). These forward-looking statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "future", "continue" or similar expressions or the negatives thereof. In particular, but without limiting the foregoing, disclosure in this AIF under "General Development of the Business" and "Description of the Business", as well as statements regarding the Company's objectives, plans and goals, including future operating results, and economic performance may make reference to or involve forward-looking information.

By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed, implied or anticipated in such forward-looking statements. The Company believes the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this AIF should not be unduly relied upon. These statements speak only as of the date of this AIF.

The forward-looking statements in this document are based on estimates and assumptions made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors the Company believes are appropriate in the circumstances. These estimates and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies, many of which, with respect to future events, are subject to change. Assumptions made by the Company and factors which could cause results or events to differ from current expectations include, without limitation, the material factors and assumptions described in the most recent management discussion and analysis ("MD&A") of the Company (both annual and interim versions) and the press releases of the Company (which are available under the Company's SEDAR+ profile at www.sedarplus.ca). Other material factors or assumptions that were applied in formulating the forward-looking statements contained herein include or relate to the following: the business and economic conditions affecting the Company's operations in their current state, including, general levels of economic activity, regulations, taxes and exchange, inflation and interest rates; the ability of the Company and any applicable affiliates to profitably manage its digital assets, comprised of cryptocurrencies and blockchain-based assets, and inventory as required; historical prices of digital assets; the cryptocurrency and blockchain markets and sectors; the absence of adverse regulation or law; that no adverse changes will be made to the regulatory framework governing cryptocurrencies, digital assets, taxes and all other applicable matters in the jurisdictions in which the Company conducts business and any other jurisdiction in which the Company may conduct business in the future; that the Company will be able to execute its business strategy; that the Company will be able to manage anticipated and unanticipated costs; that the Company is able to obtain financing for its operations and projects on reasonable terms and on a timely basis, if required; that there are no unanticipated changes to market competition; that there will be no material changes in the legislative, regulatory or operating framework for the Company's existing and anticipated business; the Company's ability to maintain a listing of its securities on a stock exchange; actions taken by the Company's lenders, creditors, shareholders and/or other stakeholders to enforce their rights; actions taken against the Company by governmental agencies and securities and other regulators; potential direct or indirect operational impacts resulting from infectious diseases or pandemic; and other factors not currently viewed as material that could cause actual results to differ materially from those described in the forward-looking statements. Important factors that could cause actual results to differ materially from these expectations are discussed in greater detail under the heading "Risk Factors" in this AIF. When relying on forward-looking statements to make decisions with respect to the Company, carefully consider these risk factors and other uncertainties and potential events.

Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company's ability to predict or control. Some of the risks that could cause outcomes and results to differ materially from those expressed in the forward-looking statements include:

The market price and trading volume of the Company's securities may be volatile.
Changes in law could cause the securities of the Company to be de-listed or the Company's requirement to undergo costly restructuring, liquidation or sale.
The Company may need or want to raise additional capital, but there are many reasons why it might be unable to do so.
Holders of securities of the Company may be subject to downward pressure on the share price from exchanges of such applicable securities or from additional issuances of securities of the Company.
The Company may be required to indemnify directors and certain officers or other agents against a wide range of potential liabilities. These indemnification obligations could be material.
The holding of, or trading in, securities of the Company may be, or become, illegal in certain countries or other jurisdictions.

The Company has limited operating history. Its business lines are nascent, unproven and subject to material legal, regulatory, operational, reputational, tax and other risks in every jurisdiction within which the Company operates and are not assured to be profitable.
The Company's businesses may require regulatory licenses and qualifications that the Company does not currently have and that may be costly and/or time-consuming to obtain and, if obtained, may subsequently be revoked.
Changes in law or regulation could subject the Company to further material, costly and constraining regulation, registration, licensing and other requirements.
The Company is highly dependent on its Chairman, Jordan Fried, which exposes the Company's shareholders to material and unpredictable "key man" risk.
If the Company is unable to successfully identify, hire and retain qualified professionals, it will not be able to implement its growth strategy successfully.
The Company or its subsidiaries and affiliates, may face litigation and regulatory risks.
The Company's use of technology, proprietary and non-proprietary software, data and intellectual property may be subject to substantial risk.
The Company's businesses rely on third-party service providers.
Cybersecurity incidents and other systems and technology problems may materially and adversely affect the Company.
Operational risk may materially and adversely affect the Company's performance and results.
The Company may not be effective in mitigating risk.
Managing different business lines could present conflicts of interest.
The Company incurs increased costs as a result of supporting the business of all affiliates and subsidiaries of the Company and funding such requirements applicable as a public company.
Force majeure events may materially and adversely affect the business continuity of the Company.
Changes in the value levels of the assets may cause the Company's current and future assets, revenue and earnings to decline.
There are material risks and uncertainties associated with custodians of digital assets.
The asset management business is highly regulated and regulators may apply or interpret these regulations with respect to digital assets, cryptocurrency and/or blockchain in novel and unexpected ways.
Increased competition may cause the Company's revenue and earnings to decline.

The success of the Company's businesses will depend on generating and maintaining ongoing, profitable client demand for its services and solutions, and the failure of that demand to materialize or any future significant reduction in such demand or an inability to respond to the evolving technological environment could materially negatively affect the Company's businesses.
The success of the Company's businesses could materially suffer if it is unable to obtain favorable pricing for services and solutions or if the Company is unable to remain competitive.
The Company's co-investments with third parties may be subject to substantial risk.
The continuing development and acceptance of digital assets and distributed ledger technology are subject to a variety of risks.
A decline in the adoption and use of digital assets would materially and adversely affect the performance of the Company.
The prices of digital assets are highly volatile.
Political or economic crises, including changes in interest rates, inflation, geopolitical conflicts, or disruptions in global financial markets, may result in reduced investor risk appetite and motivate large-scale sales of digital assets. Such events could negatively impact the value, liquidity and market demand for digital assets, including those held by the Company, and may adversely affect the Company's ability to execute its business strategy or pursue new initiatives.
The value of cryptocurrencies and other digital assets may be subject to momentum pricing risk.
The regulation of digital assets continues to evolve in every jurisdiction, and regulatory changes or actions may restrict the use of digital assets, the operation of distributed ledger technologies that support such digital assets and platforms that facilitate the trading of such assets.
The loss or destruction of a private key required to access certain cryptocurrencies or digital assets may be irreversible. The Company's loss of access to its private keys or its experience of a data loss relating to its cryptocurrency or digital asset investments could adversely affect the Company.
The need to adopt technology in response to changing security threats poses a challenge to the safekeeping of the Company's digital asset holdings.
Due to the unregulated nature and lack of transparency surrounding the operations of exchanges, they may experience fraud, security failures or operational problems, which may adversely affect the value of digital assets traded on those exchanges and, consequently, the Company's investments and the securities of the Company.
Short sales of digital assets may be especially risky.
Blockchain networks, digital assets and the exchanges on which these assets are traded are dependent on internet infrastructure and are susceptible to system failures, security risks and rapid technological change.
Risks related to Non-Fungible Tokens ("NFTs").

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Malicious actors could manipulate the blockchain networks and smart contract technology upon which digital assets rely and increase the vulnerability of the blockchain networks.
The network contributors for certain digital assets could propose amendments to the network protocols and software for these digital assets that, if accepted and authorized by the network for these digital assets, could adversely affect an investment in the Company.
Intellectual property rights claims may adversely affect the operation of portfolio companies and digital asset networks.
Banks or other third-party services providers may decline to provide services to companies engaged in digital asset-related businesses, including the Company.
Investments in initial coin offerings have declined and have been, and continue to be, subject to regulatory challenges.
The Company may fail to develop and execute successful investment strategies.
The Company is exposed to a concentration of assets in a particular asset class, which could increase volatility, investment and market risk.
There may not be an active and liquid trading market for some of the digital assets held by the Company.
The Company's investments in other investment vehicles may be subject to substantial risk.
The Company's investments in currencies, including cryptocurrency, digital assets and the Company's planned and existing businesses in the blockchain industry may be subject to substantial risk.
The Company's investments and trading transactions may be subject to credit risk.
The Company is not obligated to hedge its exposures, and, if it does, hedging transactions may be ineffective or reduce the Company's overall performance.
The Company may make, or otherwise be subject to, trade errors.
Unexpected market disruptions may cause major losses for the Company.
The Company is exposed to losses due to lack of perfect information.
Valuation involves significant risks and uncertainties, including the fact that methodologies involve subjective judgments.
Changes in, or the development of guidance relating to, accounting standards governing the preparation of the Company's financial statements and future events could have a material impact on our reported financial condition, results of operations, cash flows and other financial data.
U.S. holders of securities of the Company may suffer adverse tax consequences if they are characterized as a passive foreign investment company.
Future distributions may not be sufficient to catch up to tax distributions.
The U.S. federal income tax treatment of digital assets is unclear.

The state, local and non-U.S. tax treatment of digital assets is unclear.

Some of the risks that could cause results to differ materially from those expressed in the forward-looking statements are further described under the heading titled "Risk Factors" in this AIF.

Specific reference is made to the Company's most recent annual and interim MD&As (which are available on SEDAR+ at www.sedarplus.ca) for a discussion of some of the factors underlying forward-looking statements and the risks that may affect the Company's ability to achieve the expectations set forth in the forward-looking statements contained in this AIF. The Company may, from time to time, make oral forward-looking statements. The Company advises that the above disclaimers and the risk factors described in this AIF and in the Company's other documents filed with the Canadian securities regulatory authorities should be read for a description of certain factors that could cause the actual results of the Company to materially differ from those in the oral forward-looking statements. The Company disclaims any intention or obligation to update or revise any oral or written forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

The forward-looking statements contained in this AIF are expressly qualified by this cautionary statement.

CORPORATE STRUCTURE

The Company, formerly Bexar Ventures Inc. ("Bexar"), was originally formed under the Business Corporations Act (British Columbia) ("BCBCA") on January 31, 2017 as a wholly-owned subsidiary of Kona Bay Technologies Inc. ("Kona Bay"). On December 14, 2017, Kona Bay completed a reorganization and Bexar became a reporting issuer. Bexar's principal business activity consisted of selling software-as-a-service and custom software development services to corporate customers. On August 4, 2021, Bexar entered into a Transaction Agreement with the Company (the "Transaction"). Upon completion of the Transaction, all significant business activities of Bexar were terminated.

Upon completion of the Transaction: (i) the Company changed its name from "Bexar Ventures Inc." to "Immutable Holdings Inc. (Canada)", (ii) the Company consolidated its common shares (the "Bexar Shares") on the basis of one post-consolidation Bexar Share for every 12.4346 pre-consolidation Bexar Shares (the "Consolidation"), and (iii) immediately thereafter, amended its articles to reclassify the Bexar Shares as subordinate voting shares (the "Subordinate Voting Shares") and amended the terms of such shares, removed its existing class of preferred shares, and created a class of multiple voting shares (the "Multiple Voting Shares"). No fractional shares were issued as part of the Transaction. For more information on the Transaction, see "General Development of the Business – The Transaction" below.

The Company's head office and registered office address is 151 Calle De San Francisco STE 200 PMB 0926, San Juan, PR 00901, and the Company's mailing address is 40 King Street West, Suite 6600, Toronto, Ontario, M5H 3S1.

The Company's Subordinate Voting Shares are publicly listed on Cboe Canada (formerly the NEO Exchange) ("Cboe") under the symbol "HOLD". On February 1, 2023, the Company's shares were listed and became available for trading on the OTCQB Venture Market (the "OTCQB") under the symbol "IHLDF".

Intercorporate Relationships

The activities of the Company are conducted through its subsidiaries and affiliates (collectively, the "Subsidiaries"). The following diagram illustrates the structure of the Company and its interest in each of the Subsidiaries. As described below, the Company's primary business lines focus on the pursuit of business opportunities in the following categories: digital asset management, blockchain and distributed ledger markets, and advisory services. The Company's business activities are conducted through the Subsidiaries.

Subsidiary	Location	Ownership %
		December 31, 2025	December 31, 2024
Immutable Holdings Inc.	Delaware, USA	100%	100%
Immutable Asset Management LLC	Puerto Rico, USA	100%	100%
Immutable Advisory LLC	Puerto Rico, USA	100%	100%
NFT.com LLC	Puerto Rico, USA	51%^{(1)}	51%
CDBC LLC	Puerto Rico, USA	100%	100%
HBAR LABS LLC	Puerto Rico, USA	100%	100%
1800BITCOIN LLC	Puerto Rico, USA	100%	100%
The NFT Company Inc.	Puerto Rico, USA	100%	100%

Note:
(1) The remaining 49% ownership stake is held by Abound LLC, and NFT.com SPV LLC.

Immutable is a collection of digital asset-focused businesses developed to explore opportunities across Web3. Web3, also known as Web 3.0, refers to the next generation of the internet, envisioned as a decentralized, blockchain-based platform where users have greater control over their data and digital assets. It contrasts with Web2, the current iteration of the internet, where large corporations often control user data and online interactions.

The Company's mission is to increase the awareness, access, and adoption of digital assets. This work had included product development, digital asset infrastructure, asset management, digital media, education and other strategies relating to digital assets and emerging blockchain technologies.

Immutable Asset Management LLC

Immutable Asset Management LLC ("IAM") is a wholly-owned subsidiary of the Company which was incorporated on March 24, 2021, pursuant to the laws of Puerto Rico. IAM managed Immutable HBAR Opportunity 1, LLC ("IHO1" or "Immutable SPE"), which was a U.S.-based investment vehicle offered to accredited investors through valid U.S. exemptions. IHO1 acquired 437,650,000 Hedera cryptocurrency ("HBAR") tokens at a discounted price through a Token Purchase Agreement (the "TPA") with Hedera Hashgraph ("Hedera"). Immutable did not purchase any of these HBAR tokens as the members of IHO1 purchased them directly. IHO1 has since completed all distributions to investors and is no longer active. IAM currently oversees its own portfolio holdings of the HBAR obtained via its management of IHO1 and continues to support the Company's broader digital asset strategy. This includes evaluating opportunities to participate in the Hedera and broader digital asset ecosystems.

The NFT Company Inc.

The NFT Company Inc. ("TNC") is a wholly-owned subsidiary of the Company which was incorporated on January 10, 2022, pursuant to the laws of Puerto Rico. TNC serves as the developer and operator of the NFT.com platform, the one-stop shop for NFTs. The platform brings artists, collectors, creators, and fans together to buy, sell, and engage with NFTs wherever they exist. The Company continues to retain rights to the brand and related infrastructure and is evaluating its strategic options for future utilization of this business.

NFT.com LLC

NFT.com LLC ("NFT.com") is a partially-owned, fully controlled subsidiary of the Company which was incorporated on April 13, 2021, pursuant to the laws of Puerto Rico. NFT.com's purpose is to hold and manage the rights to the uniform resource locator ("URL") NFT.com on behalf of initial investors in the domain name asset.

1-800-Bitcoin LLC

1-800-Bitcoin LLC ("1800") is a wholly-owned subsidiary of the Company, which was incorporated on April 8, 2021, pursuant to the laws of Puerto Rico. 1800 leased exclusive use to the toll-free phone number 1-800-Bitcoin. For more information on the lease agreement, see "Immutable Media - 1-800-Bitcoin Exclusive Shared Use Lease Agreement" below. The entity was established to support consumer-facing digital asset education and engagement initiatives. The Company continues to evaluate strategic options for the future utilization of these assets, including the potential development of new education and outreach initiatives.

HBAR Labs LLC

HBAR Labs LLC ("HBAR Labs") is a wholly-owned subsidiary of the Company which was incorporated on April 12, 2021, pursuant to the laws of Puerto Rico. HBAR Labs owns key digital asset infrastructure and intellectual property, including HBAR.com and MyHbarWallet.com, a client-side interface that enables users to interact with the Hedera network. The Company continues to maintain these assets and is evaluating strategic options for their future development and utilization, including potential reactivation and expansion of related products.

CBDC LLC

CBDC LLC is a wholly-owned subsidiary of the Company which was incorporated on April 8, 2021, pursuant to the laws of Puerto Rico. CBDC LLC owns and holds the CBDC.com domain name. The entity was formed to explore consulting and advisory opportunities related to central bank digital currencies. The Company continues to evaluate strategic options for the future utilization of the domain name.

Immutable Advisory LLC (“IA”) is a wholly-owned subsidiary of the Company which was incorporated on June 9, 2021, pursuant to the laws of Puerto Rico. IA was established to support potential consulting activities with the blockchain and digital asset sector. The Company continues to evaluate its strategic options for this business, including potential future activation.

See “Description of the Business – Business Descriptions and Analysis” below for more information regarding the Subsidiaries and the Company’s business lines.

GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

On January 25, 2023, the Company formally announced the launch of the Coffee and Crypto daily newsletter and podcast. Both the newsletter and podcast were designed to be easily accessible ways for readers and listeners to stay informed on the latest news and developments happening across the digital assets industry. While Coffee and Crypto built a loyal audience base, the Company has faced challenges in effectively monetizing these properties. During the year ended December 31, 2024, the Company decided to reduce all spending associated with Coffee and Crypto and has discontinued the newsletter.

On February 1, 2023, the Company announced that its Subordinate Voting Shares began trading on the OTCQB at the opening of the market under its current OTC Pink Market stock symbol “IHLDF”. The OTCQB, which is a U.S. trading platform operated by OTC Markets Group Inc., offers investors transparent trading in entrepreneurial and development stage companies. The OTCQB is recognized by the United States Securities and Exchange Commission (“SEC”) as an established public market providing public information for analysis and value of securities. The Company’s securities will continue to be listed and trade on Cboe under the symbol “HOLD”, and will continue to trade on the Frankfurt Exchange under the symbol “B8X0”.

On February 16, 2023, the Company announced that NFT.com had officially launched the platform’s public beta. The launch enables all users to mint and create profiles, discover new and existing collections, purchase and sell NFTs wherever they are listed, and enjoy lower marketplace fees.

Throughout 2023, the NFT market faced challenges, including low transaction volumes and a decrease in daily active users. The elimination of transaction fees on major NFT marketplaces and the reduction of creator royalties compounded these challenges, making it difficult for a number of companies in the industry to remain profitable. Given these market factors, NFT.com took measures to reduce operating costs while scaling back operations.

In 2024, IHO1 completed all twelve scheduled in-kind distributions to its investors, which started in October 2023. The fair market value of all distributed HBAR exceeded the cost at which Immutable SPE acquired the Purchased HBAR (as such terms are defined below), entitling IAM to a performance allocation upon each distribution, which is also payable in-kind to IAM. All of the Company’s HBAR is securely held with BitGo Trust Company, which comprises the HBAR associated with IAM’s performance allocation and purchases that IAM conducted with a limited group of investors of Immutable SPE. IHO1 no longer remains active.

Throughout 2024, the Company focused on conducting a comprehensive strategic review of its subsidiaries, capital structure and operational priorities in response to continued volatility and evolving conditions in the digital asset markets. Concurrently, through IAM, the Company continued to oversee IHO1, which successfully completed its scheduled distributions to investors during 2024. In connection with these distributions, IAM received performance allocations denominated in HBAR, which contributed to the Company’s digital asset holdings. During this period, Immutable assessed how best to leverage its existing expertise, infrastructure and assets, including those within IAM, in order to inform its broader digital asset strategy. This included evaluating opportunities across the digital asset ecosystem, including those related to the Hedera ecosystem, where the Company has existing experience and involvement.

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On July 28, 2025, the Company announced the appointment of Melyssa Charlton as the Interim Chief Executive Officer. Melyssa previously served as the Company's Interim Chief Financial Officer since November 15, 2021. Jordan Fried, who previously served as the Chief Executive Officer, remains with the Company as Chairman. Concurrently, William "Billy" Baxter was appointed as Interim Chief Financial Officer.

Currently, Immutable is an operating company with a collection of digital asset-focused businesses. Its purpose is to build and operate businesses and products that expand awareness, access and adoption of digital assets. Since inception, the Company has focused on developing opportunities across the digital asset ecosystem, with particular experience and involvement in the Hedera ecosystem, which is a decentralized public network that aims to provide an alternative to traditional blockchain technology, offering faster and more secure transactions. The Hedera ecosystem offers several features that set it apart from other digital assets and blockchains, including a governance model which promotes stability and fairness, while reducing risks associated with centralization. The Hedera system is not limited to just owning a token as the applications of the Hedera technology are diverse and appeal to a wide range of industries, including supply chain management, various decentralized finance ("DeFi") applications, digital identity solutions for secure verification and asset tokenization for easier management of digital assets.

The Company's management and board of directors (the "Board") see a lot of future potential in HBAR and the Hedera ecosystem, and have been involved in its growth since its inception through previous ventures. The combination of the Company's in-depth knowledge and industry connections create a unique opportunity for Immutable to raise awareness and build tools that further advance Hedera's approach. At the same time, the Company continues to evaluate and pursue opportunities across the broader digital asset landscape, including infrastructure, applications, and emerging blockchain technologies. As such, Immutable's business includes a variety of activities and initiatives aimed at supporting the digital asset infrastructure, education and media ventures, as well as the development and operation of technology and intellectual property assets, such as HBAR.com, MyHbarWallet.com and 1-800-Bitcoin.

Due to volatility and downturns in the markets, as well as uncertainties in the digital asset industry, some of the aforementioned ventures of the Company were scaled back or paused over the past few years. While some of the Company's operations and projects were scaled back or, in some instances, temporarily tabled, the Company continues to maintain ownership over its existing assets (i.e. the Company's digital assets, intangible assets, domains and business plans), so that Immutable would be well-positioned to reactivate or expand on these business ventures as market conditions improve in the future.

In recent months, there has been renewed interest and institutional participation returning to the digital asset sector. Immutable intends to reengage a number of its business lines and continue to seek opportunities to reintroduce certain products and pursue new business development initiatives particularly in digital asset education, infrastructure and technology, aligned with the Company's expertise in the Hedera ecosystem as well as the broader digital asset industry.

DESCRIPTION OF THE BUSINESS

General

Founded in 2020, Immutable is a collection of digital asset-focused businesses developed to explore opportunities across Web3. The Company's mission is to increase the awareness, access, and adoption of digital assets. This work had included product development, digital asset infrastructure, asset management, digital media, education and other strategies relating to digital assets and emerging blockchain technologies.

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Since inception, the Company has launched and operated business ventures in several verticals, including asset management, NFTs, media, and education. This has included Immutable Asset Management, NFT.com, Immutable Media, 1800, and HBAR Labs. The Company's approach has been to evaluate market opportunities as they arise and to build businesses that can support the growth of the digital asset ecosystem. The Company was originally founded by Jordan Fried who was at the center of the founding and early growth of the Hedera Hashgraph network. The team decided to build businesses across the digital asset ecosystem in order to address awareness, access, and adoption of the broader technology. From this, Immutable was born, along with the rest of the aforementioned subsidiaries and businesses.

Industry Origins

The digital asset industry emerged in 2008 with the introduction of Bitcoin by a pseudonymous person or group known as Satoshi Nakamoto¹. Bitcoin was designed as a decentralized, peer-to-peer electronic cash system that enables value transfer without reliance on centralized intermediaries such as financial institutions. It introduced a distributed ledger model secured through cryptography, timestamping, and consensus mechanisms, addressing longstanding challenges such as the "double-spend" problem and coordination among distributed participants².

Prior to Bitcoin, earlier conceptual efforts such as "B-Money" and "Bit Gold" proposed cryptographically secured digital value systems, though these were not fully implemented³. Bitcoin represented the first successful implementation of these concepts at scale and remains the longest-operating public blockchain network.

Bitcoin operates through a decentralized network of nodes that validate and record transactions in grouped data structures known as blocks. These blocks are cryptographically linked to form a continuous chain, commonly referred to as a blockchain. The network relies on a consensus mechanism known as proof-of-work, whereby participants, often referred to as miners, expend computational resources to validate transactions and secure the network in exchange for newly issued Bitcoin and transaction fees⁴.

The Bitcoin protocol enforces a fixed maximum supply of 21 million coins, contributing to its characterization as a scarce digital asset. Over time, the network has demonstrated resilience and security through continued global participation and infrastructure development. The transparent and distributed nature of the Bitcoin ledger enables participants to independently verify transactions and ownership records, contributing to trust in the system without centralized oversight.

The emergence of Bitcoin and related technologies established the foundation for the broader digital asset industry, which has since expanded to include a wide range of blockchain-based networks, applications, and business models. Immutable operates within this evolving ecosystem, focusing on developing and supporting businesses and infrastructure aligned with the growth of digital assets and decentralized technologies.

Emergence of Blockchain

Bitcoin represented the first widely adopted application of blockchain technology, but it also introduced a broader paradigm for decentralized systems. Blockchain refers to a class of distributed ledger technologies that enable networks of participants to maintain a shared, synchronized record of data without relying on a central authority⁵.

¹ Bitcoin Whitepaper, 2008
² Nakamoto, 2008; Narayanan et al., 2016
³ Dai, 1998; Szabo, 2005
⁴ Antonopoulos, 2017
⁵ Catalini and Gans, 2016

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These systems combine cryptographic security, economic incentives, and distributed consensus mechanisms to enable trust-minimized coordination across participants. Blockchain-based ledgers can store and verify various forms of data, including financial transactions, digital assets, identity credentials, and contractual relationships. As a result, blockchain technology has been explored across a wide range of use cases, including payments, asset tokenization, decentralized finance, digital identity, and supply chain tracking⁶.

A key feature of blockchain systems is their ability to reduce the cost of verification and coordination. Transactions recorded on a blockchain are typically transparent, tamper-resistant, and independently verifiable. In addition, decentralized networks may enable the creation of digital marketplaces and applications that operate without centralized intermediaries, potentially lowering barriers to entry and enabling new forms of economic activity.

Since the introduction of Bitcoin, the digital asset ecosystem has expanded significantly, with the development of alternative blockchain architectures, consensus mechanisms, and application layers. These include platforms designed to support smart contracts, tokenized assets, and enterprise or consumer-facing applications. Immutable has developed experience within this broader landscape, including through its involvement in digital asset infrastructure, media, and technology initiatives, as well as its historical and ongoing engagement with the Hedera ecosystem.

While blockchain technology continues to present opportunities for innovation, its adoption has been uneven and remains subject to various challenges. These include regulatory uncertainty, technological limitations, cybersecurity risks, and market volatility. As a result, many participants in the industry, including the Company, have adapted their strategies over time in response to changing market conditions.

The long-term adoption of blockchain technology and digital assets remains uncertain and is influenced by a range of external factors, including macroeconomic conditions, regulatory developments, and technological advancements. The Company continues to monitor these developments as it evaluates opportunities to develop, expand, or reposition its business activities within the digital asset ecosystem.

Stated Business Objectives

Immutable seeks to leverage its experience, infrastructure, and industry relationships to develop and support businesses across the digital asset ecosystem. The Company's approach is to evaluate opportunities, build or acquire assets, and position its business lines to align with evolving market conditions and long-term value creation.

The Company's business objectives include the following areas of focus:

Asset Management & Digital Asset Strategy - Digital assets have emerged as a growing asset class attracting both institutional and individual participants. IAM was originally established to facilitate institutional-grade investment solutions of digital assets. Following the completion of IHO1, IAM now oversees the Company's digital asset holdings, which were primarily acquired through its prior management activities. In addition to portfolio oversight, the Company evaluates opportunities to deploy its expertise and infrastructure in support of broader digital asset initiatives, including ecosystem participation, infrastructure development, and strategic partnerships.

⁶ World Economic Forum, 2020

Digital Ownership Platforms - NFTs have introduced a new paradigm for digital ownership, enabling tokenized representations of real-world and digital assets. Immutable owns a majority and controlling interest in the NFT.com URL and through TNC, developed a platform designed to support NFT discovery, ownership, and engagement. While the NFT market has experienced periods of reduced activity and evolving market structure, the Company continues to maintain ownership of the underlying assets and platform infrastructure. Immutable is evaluating strategic options for this business line and future utilization.
Media & Education - Blockchain technology and digital assets remain complex for many audiences. To address this, Immutable has developed media and education initiatives aimed at improving accessibility and understanding of digital assets. This has included the Coffee and Crypto brand and the 1-800-Bitcoin platform. The Company continues to evaluate opportunities to expand its presence in this area, including the potential development of new educational content, digital distribution channels, and consumer-facing platforms designed to increase awareness and engagement with digital assets.
Distributed Ledger Technology Infrastructure - Through HBAR Labs and related assets, the Company has developed experience in supporting digital asset infrastructure and user-facing tools. Immutable continues to assess opportunities to enhance or expand these capabilities, including the development of applications, tools, or resources that support participation in blockchain ecosystem.

In addition, Immutable has explored and continues to evaluate opportunities across the following areas:

Central Bank Digital Currencies ("CBDCs") - Immutable owns the CBDC.com domain and continues to evaluate opportunities for its future utilization, including potential education and research resources for policymakers and industry stakeholders.
Blockchain Consulting - The Company has evaluated opportunities to provide advisory and consulting services within the digital asset sector. Immutable continues to assess whether to pursue such activities in the future, particularly where they complement its existing capabilities and business objectives.

Business Descriptions and Analysis

Immutable Asset Management

IAM is a wholly-owned subsidiary of the Company and has been a core part of Immutable's business since inception. IAM originally operated as an asset management business and served as the manager of a dedicated investment vehicle. Following the completion of that vehicle, IAM now oversees the majority of the Company's digital asset holdings, which is primarily comprised of HBAR, the native cryptocurrency of the Hedera network, which IAM primarily earned through its prior management activities. IAM's current focus is on the responsible oversight and management of these assets while evaluating opportunities that support the Company's broader strategic objectives across the digital asset ecosystem.

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TPA Agreement

In 2021, IAM launched the Immutable SPE, an investment vehicle formed in the State of Delaware that was managed in, and sold and distributed its securities in, the United States to U.S. accredited investors through valid U.S. investment and registration exemptions. The Immutable SPE acquired 437,650,000 HBAR through the TPA with Hedera at a discounted price of USD$0.02 per token (the "Purchased HBAR"). The Purchased HBAR was subject to certain restrictions on transfer for the period beginning on the date of the TPA and ending on the 36-month anniversary thereof or an earlier date pursuant to the terms of the TPA. The Purchased HBAR was custodied for the duration of the lock-up period in an account with BitGo Trust Company under the Immutable SPE's name.

Under the terms of the TPA, IAM coordinated in-kind monthly distributions to the Immutable SPE investors beginning in October 2023 and concluding in 2024.

Pursuant to the terms of the organizational documents of the Immutable SPE and the Management Agreement between IAM and the Immutable SPE, in 2021, IAM received a management fee of USD $2,000,000 as partial consideration for its management services. The Immutable SPE organizational documents also provide that upon any disposition, transfer or distribution of the Purchased HBAR, the Immutable SPE will allocate to IAM's capital account therein an amount equal to 15% of the difference between the fair market value of the Purchased HBAR to be transferred, disposed of or distributed and the cost at which the Immutable SPE acquired the Purchased HBAR.

The fair market value of all distributed HBAR exceeded the cost at which Immutable SPE acquired the Purchased HBAR, entitling IAM to a performance allocation upon each distribution, which was also payable in-kind to IAM. IAM also conducted selective direct purchases of HBAR from a limited group of investors affiliated with the Immutable SPE using its own cash resources.

Upon successfully completing its program, the Immutable SPE was dissolved in November 2024. Throughout the lifecycle of the fund, IAM gained deep operational experience managing large scale HBAR positions, coordinating custody arrangements, and overseeing restricted assets. This experience continues to inform IAM's ongoing operational practices.

HBAR Corporate Holdings

Following the completion of the Immutable SPE, IAM transitioned to the management of the Company's HBAR holdings as corporate assets. IAM does not manage or administer pooled capital for external investors. Its activities relate solely to the oversight of the Company's own assets and are consistent with common practices used by public companies that maintain digital assets on their balance sheets.

IAM actively manages its HBAR holdings with a long-term approach centered on secure custody, capital deployment evaluation, and monitoring of the Hedera ecosystem. IAM monitors market conditions to assess potential opportunities to increase HBAR exposure using its own resources. All HBAR is custodied with BitGo Trust Company under IAM's name, which requires managing user-end security processes and controls. IAM may also explore opportunities in the future to participate in network-level activities, such as staking, subject to the capabilities of custody partners and infrastructure readiness.

IAM continues to monitor market conditions in line with its long-term objectives. This includes monitoring and evaluating market conditions to assess potential opportunities to increase HBAR exposure using its own resources and assessing other ways to participate in the Hedera ecosystem. This may include exploring and developing Hedera-focused ventures, partnerships, and products to bring to market. In addition, IAM may consider other digital assets for treasury management purposes, subject to market conditions and alignment with the Company's long-term strategic objectives.

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NFT.com

NFT.com was built to be the one-stop shop for NFTs. The platform was designed to enable users to buy, sell, engage, and showcase NFTs within a profile-based network of creators and collectors.

Immutable acquired the domain name "NFT.com" in the first half of 2021 and begun developing the platform. Investment, development, and operations for the NFT.com platform have taken place through The NFT Company Inc., a wholly-owned subsidiary in Puerto Rico in January 2022. The entity exclusively licenses the domain from NFT.com LLC, an entity which Immutable majority-owns and wholly-controls, its purpose is to hold and manage the rights to the URL NFT.com on behalf of initial investors in the domain name asset.

In early 2022, the Company released for sale a collection a limited collection of unique fully animated NFTs (the "Genesis Keys"). Genesis Key owners had first access to the platform and had the ability to create unique NFT.com profiles (e.g. NFT.com/you), also represented as NFTs.

In fiscal 2023, the Company launched the NFT.com platform in public beta. Central to its platform, NFT.com introduced social profiles represented as an NFT called a "NFT Profile". NFT Profile users received features and fully customizable galleries for their own NFT collections. Users of NFT.com could also buy and sell NFTs natively on the NFT.com marketplace as well as other third-party marketplaces through the platform's aggregator and transaction router.

Throughout 2023 and 2024, the NFT market faced challenges, including low transaction volumes and a decrease in daily active users. The elimination of transaction fees on major NFT marketplaces and the reduction of creator royalties have compounded these challenges, making it difficult for a number of companies in the industry to remain profitable. In response, the Company took measures to reduce operating costs and has scaled back the business, discounting further feature development, only focusing on basic maintenance of the platform.

The Company continues to retain rights to the brand and related infrastructure and is evaluating its strategic options for future utilization of this business.

Immutable Media

Immutable Media historically functioned as the Company's consumer media and acquisition arm. Its primary initiative was Coffee and Crypto, a daily industry newsletter launched in late 2022 that grew to more than 70,000 subscribers. The newsletter was discontinued in 2024 due to monetization challenges and broader digital asset market conditions. The Company continues to retain ownership of the subscriber list, which may have future utility for consumer facing initiatives. The Company will continue to evaluate the most effective use of these legacy media assets and their potential alignment with new or reactivated initiatives.

1-800-Bitcoin LLC

1800 is wholly-owned subsidiary and business venture focused on Bitcoin and consumer-oriented digital asset education. The Company holds exclusive rights use of the toll free phone number 1-800-Bitcoin and a portfolio of consumer-facing digital asset domain names. Historically, the Company launched a pilot program that offered introductory educational materials on digital assets, including basic courses and webinars. These activities were discontinued due to market conditions, although the underlying assets remain active and available for future use.

With renewed interest in Bitcoin during 2025 and the continued demand for accessible education that helps individuals understand Bitcoin's use cases and applications, the Company is evaluating opportunities to reactivate the 1800 assets. This includes potential plans to develop new educational resources, update public-facing materials, and explore broader participation within the Bitcoin ecosystem. While no definitive decisions have been made, the Company continues to assess potential commercial pathways that align with its focus on awareness, access and adoption of digital assets.

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Additionally, 1800 also leased exclusive use to the toll-free phone number 1-800-Bitcoin. For more information on the lease agreement, see “1-800 Bitcoin LLC - 1-800-Bitcoin Exclusive Shared Use Lease Agreement” below.

1-800-Bitcoin Exclusive Shared Use Lease Agreement

Under U.S. federal law and Federal Communications Commission regulation, no entity is permitted to “own” a toll-free number in the 1-800 class. The result is that numbers have been distributed to “subscribers of record,” who are permitted to use them for their own business, or under certain conditions lease their use to others’. Immutable has secured an exclusive, 5-year lease for use of the 1-800-Bitcoin toll-free number, with the opportunity to extend the term for an additional three successive 5-year terms, from the current subscriber of record of the toll-free number 1-800-Bitcoin. The subscriber of record will remain the entity to whom the number has been assigned, as no contract is permitted to alter that status. Nevertheless, the contract does guarantee that only 1800 may be routed calls placed to that number. The costs of such exclusive use include an initial fee of USD$250,000 (CAD$308,783), a monthly service fee, and general administrative, phone servicing, taxes and fees for the routing of all call traffic to call centers of Immutable’s choice and direction. The monthly service fee is calculated as the greater of USD$3,500 or the value of 1/12 of the average price of one Bitcoin in U.S. dollars over each of the business days in the prior month based on the end of day Bitcoin Reference Rate for each such business date.

HBAR Labs LLC

HBAR Labs is a wholly-owned subsidiary that holds key Hedera ecosystem assets, including the domain HBAR.com and MyHbarWallet.com. MyHbarWallet is a free, open-source client-side interface created in 2021 to help users interact directly with the Hedera network. It provides basic wallet functionality and tools for users to manage HBAR. Although the Company has not actively promoted the product in recent years, MyHbarWallet has remained operational and continues to be maintained at a baseline level.

HBAR Labs has historically served as a venture for Hedera-focused product development and ecosystem participation. Given the renewed interest in HBAR in 2025, the Company is assessing strategic options for these assets. Potential options may include reactivating or enhancing MyHbarWallet, developing new user-facing resources for the Hedera ecosystem, or exploring partnerships and business development initiatives aligned with Hedera and HBAR. These assessments remain exploratory and will depend on market conditions, resourcing, and alignment with the Company’s broader business strategy.

HBAR Labs continues to represent a strategically relevant asset base for Immutable as it evaluates opportunities to expand its presence within the Hedera ecosystem while maintaining flexibility with respect to development timelines and capital allocation.

Other Business Lines

In addition to the business lines described before, Immutable retains ownership of several properties and entities that support long-term strategic optionality. This includes the domain CBDC.com, which the Company owns through a separate wholly-owned subsidiary.

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Market Size, Scope and Competition

The digital asset industry has experienced significant growth over the past several years, characterized by cycles of expansion and market corrections. Following a period of rapid growth through 2021, the market experienced a significant downturn in 2022, with total cryptocurrency market capitalization declining to below $1 trillion⁷ amid tightening monetary conditions, regulatory uncertainty, and industry-specific disruptions. Market conditions began to stabilize in 2023, with total market capitalization recovering to approximately $1.7 trillion by year-end⁸.

Momentum accelerated through 2024 and into 2025, with total cryptocurrency market capitalization exceeding $3 trillion in 2024 and continuing to grow, reaching over $4 trillion during 2025, before pulling back by year-end⁹. This recovery was supported by increased institutional participation, including the introduction and expansion of spot Bitcoin exchange-traded products, which attracted over $50 billion in net inflows within their first year¹⁰. Bitcoin, the largest digital asset, surpassed $100,000 in 2025¹¹, reflecting increased demand and broader market adoption.

As of 2025, digital assets represent a multi-trillion dollar asset class with increasing integration into traditional financial markets. Stablecoins have grown to exceed $150 billion in circulating supply¹², serving as a core component of liquidity and transaction infrastructure within the ecosystem.

User adoption has also expanded meaningfully. Global cryptocurrency ownership is estimated to exceed 500 million users as of 2024 and continues to grow into 2025¹³. In addition, cumulative blockchain wallet addresses have surpassed 1 billion globally¹⁴, while monthly active users across blockchain applications remain in the tens of millions, depending on market conditions¹⁵. These trends indicate increasing global awareness and participation, although user engagement varies across regions and applications.

At the same time, adoption across segments remains uneven. Institutional participation has increased in large-cap digital assets and regulated financial products, while activity in other segments, such as non-fungible tokens, remains below peak levels observed in prior cycles¹⁶. Decentralized finance activity continues to evolve, with total value locked fluctuating in response to market conditions, liquidity cycles, and regulatory developments¹⁷.

Beyond cryptocurrencies, the broader digital asset ecosystem includes tokenized real-world assets, blockchain-based infrastructure, and decentralized applications. Tokenization has emerged as an area of increasing institutional focus, with estimates suggesting a multi-trillion dollar market opportunity over time¹⁸. Distributed ledger technologies continue to be explored across industries including financial services, media, gaming, and digital identity, although scalability, regulatory clarity, and user experience remain key considerations¹⁹.

7 CoinMarketCap, 2022
8 CoinMarketCap, 2023
9 CoinMarketCap, 2024, 2025
10 Bloomberg Intelligence, 2025
11 CoinMarketCap, 2025
12 CoinMarketCap, 2025
13 Crypto.com Global Adoption Report, 2024, 2025
14 Blockchain.com; TripleA, 2024, 2025
15 DappRadar Industry Report, 2025
16 DappRadar Industry Report, 2025
17 DefiLlama, 2025
18 McKinsey Global Institute, 2024
19 World Economic Forum, 2024

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The competitive landscape within the digital asset industry is highly dynamic and continues to evolve. Since 2020, venture capital firms have invested over $90 billion into blockchain and digital asset companies globally²⁰, supporting the development of a large and diverse ecosystem of startups across infrastructure, financial services, media, and application layers. Investment activity moderated during the 2022–2023 market downturn but showed signs of recovery through 2024 and into 2025 as market conditions improved²¹.

Market participants include established financial institutions, digital asset-native companies, technology platforms, and decentralized networks. Competition is driven by access to capital, regulatory positioning, technological capabilities, and the ability to develop and scale user-facing products and infrastructure. In addition, the convergence of blockchain technology with other emerging technologies, including artificial intelligence, may further influence competitive dynamics and enable new forms of automation, analytics, and decentralized applications.

Regulatory developments continue to play a significant role in shaping the industry. Jurisdictions such as the European Union have implemented comprehensive regulatory frameworks, including the Markets in Crypto-Assets Regulation, while other jurisdictions, including the United States, continue to evolve their regulatory approaches²². Regulatory uncertainty may impact market structure, limit participation by certain institutions, and increase compliance requirements for industry participants.

Within this broader landscape, Immutable operates across multiple segments of the digital asset ecosystem and faces competition from a range of participants, including:

Digital asset platforms, marketplaces, and social or identity-based networks focused on NFTs and digital ownership
Asset managers, proprietary trading firms, and financial service providers engaged in digital asset strategies
Media platforms, data providers, and educational content businesses focused on digital asset awareness and adoption
Developers and infrastructure providers building tools, applications, and services that support blockchain ecosystems

While the digital asset industry has demonstrated significant growth into 2025, it remains subject to volatility, regulatory uncertainty, and evolving competitive dynamics. The Company's strategy is to remain adaptable to these conditions and to evaluate opportunities across the digital asset ecosystem in a manner that aligns with its capabilities and long-term business objectives

Employees, Specialized Skill and Knowledge

Since inception, the Company and the Subsidiaries have hired professionals with significant experience in each of their areas of businesses and operations, when needed. The team has traditionally brought together individuals with a diverse set of skills and knowledge across software development, product management, financial management and operations, as appropriate. During the year ended December 31, 2025, the Company had 1 employee and 3 contractors.

²⁰ PitchBook Crypto Report, 2025
²¹ PitchBook; CB Insights, 2025
²² European Commission, 2023; SEC and CFTC public statements

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Intangible Properties

Domain Names

On May 18, 2021, the Company entered into two asset purchase agreements with Jordan Fried, whereby the Company acquired the rights, title and interest in five domain names: (i) 1800Bitcoin.com, (ii) CBDC.com, (iii) HBAR.com, (iv) Immutable.co, and (v) NFT.com. The total contingent consideration for the domain names was USD $1,325,000 and is allocated as follows: NFT.com (USD $1,000,000) owned by NFT.com LLC, 1800bitcoin.com (USD $25,000), CBDC.com (USD $150,000), HBAR.com (USD $100,000), and Immutable.co (USD $50,000); all of which have not yet been recognized.

MyHBARwallet.com

On November 4, 2021, the Company prepaid $63,487 to purchase the domain name and associated intellectual properties of MyHBARwallet.com. On January 10, 2022, the domain name transferred to the Company and was recognized as an intangible asset.

Bitcoinbook.com

On September 13, 2021, the Company acquired the rights, title and interest in the domain name Bitcoinbook.com for total consideration of $33,722.

Coffeeandcrypto.com

On October 3, 2022, the Company acquired the rights, title and interest in the domain name coffeeandcrypto.com for total consideration of $20,367.

The domain names were determined to have indefinite useful lives. The assets are subject to annual impairment testing, as the assets had not yet been put into use, the Company recorded a full impairment charge of $153,613 during the year ended December 31, 2023.

RISK FACTORS

Readers and investors should carefully consider the risks and uncertainties described below as well as the other information contained in this AIF. Investing in the Company's securities is speculative and involves a high degree of risk due to the nature of our business. The following risk factors, as well as risks currently unknown to us, could materially adversely affect our future business, operations and financial condition, each of which could cause purchasers of our securities to lose part or all of their investment.

The following risks and uncertainties are not the only ones facing the Company. Additional risks and uncertainties not presently known to the Company, or that are currently considered immaterial, may also impair the Company. If events occur which cause the Company's business, prospects, financial condition, cash flows and operating results to be materially harmed, the Company would also be adversely affected.

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The market price and trading volume of the Company's securities may be volatile.

The market price and trading volume of the Company's securities has been volatile and will likely continue to be subject to significant fluctuations in response to, among other factors: developments in the digital assets industry; market fluctuations in digital assets generally or changes in the underlying values and trading volumes of the digital assets that the Company holds or trades, as applicable; the Company's financial performance and prospects or changes in the financial performance and prospects of companies engaged in businesses that are similar to the Company's businesses; changes in laws or regulations, including tax laws, or new interpretations or applications of laws and regulations, that are applicable to the Company's businesses; sales of securities of the Company by the Shareholders; general economic trends and other external factors, including those resulting from war, incidents of terrorism or responses to such events; speculation in the press or investment community regarding the Company's business or investments, or factors or events that may directly or indirectly affect its businesses or investments; and further issuances of securities of the Company.

In recent years, stock markets have experienced significant price and volume fluctuations, which have had a significant impact on the market price of securities issued by many companies, irrespective of the operating performance of the affected companies. Moreover, as applicable, the prices of the digital assets that the Company holds or trades have historically been, and will likely continue to be, highly volatile. Accordingly, the price of securities of the Company could fluctuate based upon factors that have little or nothing to do with the Company's operating performance, which could materially and adversely affect the value of any investment in the securities of the Company. Additionally, in the absence of an active trading market relatively small sales may result in a significant negative effect on the price of the securities of the Company.

Changes in law could cause the securities of the Company to be de-listed or undergo costly restructuring, liquidation or sale.

The Company could be adversely affected by changes in law, regulation, interpretation of such law or regulation or regulator or exchange discretion. Such changes are difficult to predict but could conceivably lead to a cease-trade or the de-listing of the Company's securities, the inability to list the securities of the Company in other jurisdictions or a costly restructuring or even liquidation of the Company.

The Company may need or want to raise additional capital, but there are many reasons why it might be unable to do so.

If, whether by reason of changes in law, regulation or interpretation, or by reason of the Company's conduct, the Company became unable to sell securities to investors in particular jurisdictions, the liquidity and market price of the securities of the Company would be negatively impacted, which would make it more difficult for the Company to sell additional securities of the Company or otherwise raise capital. Such difficulties could lead to the bankruptcy or insolvency of the Company, which may lead to material or complete losses for holders of securities of the Company.

Holders of securities of the Company will generally not benefit from protections of investment company statutes in various jurisdictions, and may suffer from the restrictions that such statutes place on the liquidity of securities of the Company and on the Company's fundraising, businesses or other activities.

The Company is not an investment fund and does not intend to operate as an investment fund in the future. Nonetheless, it is possible that the Company may effectively be classified as the equivalent of a commodity pool or an investment fund under the investment company laws of various jurisdictions, including the Commodity Exchange Act, the 1940 Act and the European Union Alternative Investment Fund Managers Directive.

The Company's business is designed to comply with exemptions from the application of such laws, which means that holders of securities of the Company do not and will not benefit from the investor protections provided by such laws. At the same time, the Company may be constrained by such laws from listing securities of the Company or raising additional capital in certain jurisdictions, to the potential detriment of

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the value and liquidity of securities of the Company, and the Company may be restricted or precluded from operating in certain jurisdictions without additional financial registrations or licenses that it does not currently have.

Furthermore, if, whether by reason of changes in law, regulation or interpretation or by reason of the Company's conduct, the Company no longer qualifies for applicable exemptions from commodity pool or investment company laws, the results may materially adversely affect the Company and could lead to the Company's liquidation or sale, which may lead to material or complete losses for holders of securities of the Company.

The Company is required to indemnify directors and certain officers or other agents against a wide range of potential liabilities. These indemnification obligations could be material.

The constating documents of the Company provide for customarily broad rights of indemnification for directors as well as certain officers or other agents. The constating documents also provide for the possibility of advancement of expenses to such indemnified persons. In addition, the Company has entered into indemnification agreements with its directors and officers. While rights of indemnification are typically viewed as a key protection and inducement for indemnified persons to serve in senior roles in which they may be exposed to liability, indemnification payments and advancement of expenses may be material and may have an adverse effect on the Company. Furthermore, indemnified persons may be subject to derivative or other similar claims brought by the shareholders or the Company itself, which claims would generally be expected to be covered by rights of indemnification and, potentially, advancement of expenses. In certain circumstances, subject to applicable laws in the relevant jurisdictions, indemnified persons may be entitled to indemnification even if their liabilities arose from their own negligence or unlawful conduct. The Company has incurred, and is expected to continue to incur, significant expense to procure directors and officers' liability insurance that both supports potential indemnification obligations of the Company and, in some cases, provides indemnified persons with additional protection beyond the scope of these obligations. If the Company is unable to maintain adequate insurance, there could be adverse consequences.

Service on foreign directors and officers.

The Company is a corporation formed under the laws of British Columbia, Canada; however its principal place of business is in the U.S. Most of the Company's management and advisors, as well as the majority of the Company's assets, are located in the U.S. It may be difficult for investors in the U.S. to effect service of process within the U.S. upon those directors who are not residents of the U.S. or to enforce against them judgments of the U.S. courts based upon civil liability under the U.S. federal securities laws or the securities laws of any state within the U.S. There is doubt as to the enforceability in Canada against the Company or against any of its non-U.S. directors, in original actions or in actions for enforcement of judgments of U.S. courts of liabilities based solely upon the U.S. federal securities laws or securities laws of any state within the U.S. Similarly, it may be difficult for investors in Canada to effect service of process within Canada upon those directors, officers and experts who are residents of the U.S., or to enforce against them judgments of the Canadian courts based upon civil liability under Canadian securities laws. There is doubt as to the enforceability in the U.S. against any of the Issuer's non-Canadian directors, in original actions or in actions for enforcement of judgments of Canadian courts of liabilities based solely upon Canadian law.

The holding of, or trading in, securities of the Company may be, or become, illegal in certain countries or other jurisdictions.

One or more countries or jurisdictions, including but not limited to the U.S. and Canada, may take regulatory actions now or in the future that severely restrict the right to acquire, own, hold, sell or use digital assets. Such actions or restrictions may also result in the restriction of holding or trading in securities of the Company or cause the price of any affected digital asset to decrease, possibly substantially. Such actions or restrictions would likely materially and adversely affect the effectiveness of the Company's investment and trading strategies, the value of its assets and the value of any investment in the Company. Shareholders are urged to consult legal advisors in their own relevant jurisdictions with respect to the current and prospective lawfulness of their purchasing, holding or selling securities of the Company.

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The Company has limited operating history. Its business lines are nascent, unproven and subject to material legal, regulatory, operational, reputational, tax and other risks in every jurisdiction and are not assured to be profitable.

The Company and its subsidiaries have limited operating history on which an investor might evaluate their performance. The Company is therefore subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues, any of which could have a material adverse effect on the Company and may force it to reduce or curtail operations. There is no assurance that the Company will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of the early stage of operations. Even if the Company accomplishes these objectives, it may not generate the anticipated positive cash flows or profits. No assurance can be given that the Company will ever be successful in its operations and operate profitably. Furthermore, the Company's business lines are nascent, unproven and subject to material legal, regulatory, operational, reputational, tax and other risks in every jurisdiction and are not assured to be profitable. The Company may fail to be able to implement its investment or trading strategies, achieve its investment objectives, develop its business lines or produce a return for its investors. The Company has chosen to pursue a number of different businesses in this evolving industry. It is possible that some of these businesses may be difficult to enter and/or it may become evident that a particular business is not a productive use of capital or time. This could result in the Company modifying its businesses and focus. In particular, the Company may become involved in investments and projects that are not directly related to the digital asset or blockchain industry. These projects are likely to relate to industries and clients that the Company believes will benefit in the future from blockchain technology and the Company's experience and network in the digital assets industry.

From time to time, the Company may also launch new lines of business, offer new products and services within existing lines of business or undertake other strategic projects. There are substantial risks and uncertainties associated with these efforts and the Company would invest significant capital and resources in such efforts. Regulatory requirements can affect whether initiatives are able to be brought to market in a manner that is timely and attractive to customers of the Company. Initial timetables for the development and introduction of new lines of business, products or services and price and profitability targets may not be met.

Furthermore, the Company's revenues and costs may fluctuate due to start-up costs associated with new businesses or products and services while revenues may take time to develop, which may adversely impact the Company's results of operations. If the Company is unable to successfully manage its business while reducing expenses, its ability to continue in business could depend on the ability to raise sufficient additional capital, obtain sufficient financing and monetizing assets. The occurrence of any of the foregoing risks would have a material adverse effect on the Company's financial results, business and prospects.

The Company's businesses may require regulatory licenses and qualifications that the Company does not currently have and that may be costly and time-consuming to obtain and, if obtained, may subsequently be revoked.

The Company's businesses involve certain activities which may require regulatory licenses and qualifications such as dealing, management and advisory activities. These activities are often subject to material, costly and constraining financial regulation in jurisdictions worldwide. The process of acquiring and maintaining these licenses and qualifications will be costly and time-consuming, will occupy material management attention and is not certain to be successful, given that the Company may not meet the requirements for such licenses or qualifications or may fail to secure discretionary approval of relevant regulatory bodies. The law and regulation surrounding the operation of financial businesses with respect to digital assets is also unclear, uncertain, rapidly evolving and not assured to develop in a way that is favorable to the Company. There is a risk that aspects of the Company's businesses could be outlawed in jurisdictions around the world.

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Changes in law or regulation could subject the Company to further material, costly and constraining regulation, registration, licensing and other requirements.

As cryptocurrencies and other digital assets have grown both in popularity and in market size, governments around the world have reacted differently, with certain governments deeming cryptocurrencies and other digital assets illegal, while others have allowed their use and trade. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the ability of the Company to continue to operate. The effect of any future regulatory change on the Company or any cryptocurrency or other digital asset is impossible to predict, but such change could be substantial and materially adverse to the Company.

Legal or regulatory changes or interpretations of the Company's existing and planned activities (including those of its subsidiaries), including the mere buying and selling of digital assets, could require the registration or licensing of the Company and/or its subsidiaries in addition, costly and constraining capacities, such as a money services business under the regulations promulgated by the U.S. Financial Crimes Enforcement Network under the authority of the U.S. Bank Secrecy Act, or pursuant to applicable laws of Canada and other jurisdictions, and would therefore require the Company and/or its subsidiaries to comply with applicable regulatory, licensing, examination and supervision requirements. Such additional requirements could cause the Company to incur extraordinary expenses, possibly materially and adversely affecting the Company's investment and trading strategies, the value of its assets and the value of any investment in the Company.

If the Company is unable to successfully identify, hire and retain qualified individuals, it will not be able to implement its growth strategy successfully.

The Company's growth strategy is based, in part, on its ability to attract and retain highly qualified individuals. Competition presented by other firms may create difficulty for the Company in recruiting and retaining professionals of a caliber consistent with its business strategy. If the Company is unable to successfully identify qualified professionals, this failure could materially and adversely affect the Company's investment and trading strategies, the value of its assets and the value of any investment in the Company.

In addition, there is a risk that an employee of or contractor to the Company or any of its affiliates could engage in misconduct that adversely affects its business and results. It is not always possible to deter such misconduct, and the precautions the Company takes to detect and prevent such misconduct may not be effective in all cases. Misconduct by an employee of or contractor to the Company or any of its affiliates, or even unsubstantiated allegations of such misconduct, could result in both direct financial harm to those entities and the Company.

The Company or its subsidiaries and affiliates, face substantial litigation and regulatory risks.

As an enterprise whose material business lines include financial services, the Company or its subsidiaries and affiliates, depend to a significant extent on its relationships with its clients and counterparties and its reputation for integrity and high-caliber professional services. As a result, if a client is not satisfied with the Company's services, a counterparty has a dispute or if there are allegations of improper conduct by private litigants or regulators, whether the ultimate outcome is favorable or unfavorable to the Company, or if there is negative publicity and press speculation about the Company, whether or not valid, the Company's reputation may be harmed and may be more damaging to the Company's businesses than to businesses in other non-financial industries.

The Company or its subsidiaries and affiliates could be the subject of inquiries, investigations, lawsuits and proceedings by counterparties, clients, other third parties and regulatory and other governmental agencies in Canada, the U.S. and abroad, which could lead to increased expenses or reputational damage. Responding to inquiries, investigations, lawsuits and proceedings, regardless of the ultimate outcome of the matter, is time-consuming and expensive and can divert the attention of senior management. The outcome of such proceedings may be difficult to predict or estimate until late in the proceedings, which may last a number of years.

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Certain aspects of the Company and its subsidiaries may be subject to periodic examination by regulatory authorities. If compliance failures or other violations are found during an examination, a regulatory agency could initiate actions and impose sanctions for violations, including, for example, regulatory agreements, cease and desist orders, civil monetary penalties or termination of a license and could lead to litigation by investors or clients, any of which could adversely impact the Company.

If the Company and/or any governmental agency believe that it has accepted capital contributions by, or is otherwise holding assets of, any person or entity that is acting directly or indirectly, in violation of Canadian, U.S., international or other anti-money laundering laws, rules, regulations, treaties or other restrictions, or on behalf of any suspected terrorist or terrorist organization, suspected drug trafficker or senior foreign political figure(s) suspected in engaging in foreign corruption, the Company and/or such governmental agency may “freeze the assets” of such person or entity. The Company may also be required to report and remit or transfer those assets to a governmental agency.

As a publicly listed company, the Company is also subject to the risk of claims under applicable Canadian securities laws. Volatility in the stock price of the Company increases the risk of such claims.

The Company's use of technology, proprietary and non-proprietary software, data and intellectual property may be subject to substantial risk.

The Company relies heavily on the use of technology, proprietary and non-proprietary software, data and intellectual property of the Company and third parties in the digital asset sector. The reliance on this technology and data is subject to a number of important risks. Much of the existing technology for the financial services businesses was not built to service digital assets, which require a unique set of considerations. The Company may work with service providers to help develop technology to service the industry. If these platforms and technology solutions do not work as planned, or do not meet the level of quality required by the Company, it may make transacting business less efficient, more expensive and potentially prone to errors.

The operation of any element of the digital assets network or any other electronic platform may be severely and adversely affected by the malfunction of its technology and the technology of third parties. For example, an unforeseen software or hardware malfunction could occur as a result of a virus or other outside force, or as result of a design flaw in the design and operation of the network or platform. Furthermore, if the Company's software, hardware, data or other intellectual property is found to infringe on the rights of, or the Company's rights therein are found to be infringed upon by, any third party, the underlying value of the assets of the Company could be materially and adversely affected.

Third parties with which the Company does business or that facilitate the Company's business activities, including exchanges, financial intermediaries or vendors that provide services or security solutions for the Company's operations, could also be sources of technology risk to the Company, including from breakdowns or failures of their own systems or capacity constraints or other services that impair the Company's ability to process transactions and communicate with customers and counterparties. In addition, the Company is exposed to the risk that a technology disruption or other information security event at a vendor to the Company's third-party service providers could impede their ability to provide products or services to the Company. The Company may not be able to effectively monitor or mitigate operational risks relating to the use of vendors by third-party service providers.

The Company's businesses rely on third-party service providers.

The Company's operations could be interrupted if the Company's third-party service providers experience operational or other systems difficulties, terminate their services or fail to comply with regulations. The Company may outsource some of its operational activities and accordingly may depend on relationships with certain third-party service providers. Specifically, the Company relies on third parties for certain services, including, but not limited to, legal, accounting, financial operations, trade related activity, IT infrastructure and systems, trade reconciliation, and margin and collateral movement. The Company's business depends on the successful and uninterrupted functioning of the Company's information technology and telecommunications systems and third-party service providers. The failure of these

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systems, a cybersecurity breach involving any of the Company's third-party service providers or the termination or change in terms of a third-party software license or service agreement on which any of these systems is based could interrupt the Company's operations. Because the Company's information technology and telecommunications systems interface with and depend on third-party systems, the Company could experience service denials if demand for such services exceeds capacity or such third-party systems fail or experience interruptions. Replacing vendors or addressing other issues with the Company's third-party service providers could entail significant delay, expense and disruption of service. As a result, if these third-party service providers experience difficulties, are subject to cybersecurity breaches, or terminate their services, and the Company is unable to replace them with other service providers, particularly on a timely basis, the Company's operations could be interrupted. If an interruption were to continue for a significant period, the Company's business, financial condition and results of operations could be adversely affected. Should the Company be required to replace third-party service providers, it may be at a higher cost to the Company, which could adversely affect the Company's business, financial condition and results of operations.

Cybersecurity incidents and other systems and technology problems may materially and adversely affect the Company.

Cybersecurity incidents and other issues related to our information systems, technology and data may materially and adversely affect us. Cybersecurity incidents and cyberattacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. The digital asset industry is a particular target for cybersecurity incidents, which may occur through intentional or unintentional acts by individuals or groups having authorized or unauthorized access to our systems or our clients' or counterparties' information, which may include confidential information. These individuals or groups include employees, vendors and customers, as well as hackers. The information and technology systems used by us and our service providers, and other third parties, are vulnerable to damage or interruption from, among other things: hacking, ransomware, malware and other computer viruses; denial of service attacks; network failures; computer and telecommunication failures; phishing attacks; infiltration by unauthorized persons; security breaches; usage errors by their respective professionals; power outages; terrorism; and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes.

We may experience cybersecurity incidents in the future. While we take efforts to protect our systems and data, including establishing internal processes and implementing technological measures designed to provide multiple layers of security, and contract with third-party service providers to take similar steps, there can be no assurance that our safety and security measures (and those of our third-party service providers) will prevent damage to, or interruption or breach of, our information systems, data (including personal data) and operations. We have recently taken steps to expand and enhance our cybersecurity controls and practices and, as cybersecurity-related threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.

Nevertheless, it is possible we could suffer an impact or disruption that could materially and adversely affect us. Our operational infrastructure may be breached due to the actions of outside parties, error or malfeasance of our employee, or otherwise, and, as a result, an unauthorized party may obtain access to our accounts, private keys, data, or digital assets. Additionally, outside parties may attempt to fraudulently induce our employees to disclose sensitive information in order to gain access to our infrastructure. As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, or may be designed to remain dormant until a predetermined event, and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. Additionally, due to the COVID-19 pandemic, there is an increased risk that we may experience cybersecurity-related incidents as a result of our employees, service providers and other third parties working remotely on less secure systems and environments.

Controls employed by our information technology department and our customers and third-party service providers, including cloud vendors, could prove inadequate. If an actual or perceived breach of any of our digital asset account occurs, the market perception of our effectiveness could be harmed. Moreover, there could be public announcements regarding any cybersecurity-related incidents and any steps we take to

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respond to or remediate such incidents, and if securities analysts or investors perceive these announcements to be negative, it could, among other things, have a substantial adverse effect on the price of our Subordinate Voting Shares. Further, otherwise conduct business may discourage consumers from doing business with us, which could have a material and adverse effect on our business, financial condition and results of operations.

It is difficult or impossible to defend against every risk being posed by changing technologies, as well as criminals' intent to commit cybercrime, and these efforts may not be successful in anticipating, preventing, detecting or stopping attacks, or reacting in a timely manner. The increasing sophistication and resources of cybercriminals and other non-state threat actors and increased actions by nation-state actors make it difficult to keep up with new threats and could result in a breach of security. Additionally, we cannot guarantee that our insurance coverage would be sufficient to cover any such losses.

To the extent the operation of our systems relies on our third-party service providers, through either a connection to, or an integration with, third parties' systems, the risk of cybersecurity attacks and loss, corruption, or unauthorized access to or publication of our information or the confidential information and personal data of customers and employees may increase. Third-party risks may include insufficient security measures, data location uncertainty, and the possibility of data storage in inappropriate jurisdictions where laws, security measures or other controls may be inadequate or in which there are uncertainties regarding governmental intervention and use of such data, and our ability to monitor our third-party service providers' data security practices are limited. Although we generally have agreements relating to cybersecurity and data privacy in place with our third-party service providers, they are limited in nature and we cannot guarantee that such agreements will prevent the accidental or unauthorized access to or disclosure, loss, destruction, disablement or encryption of, use or misuse of or modification of data (including personal data) or enable us to obtain adequate or any reimbursement from our third-party service providers in the event we should suffer any such incidents. Due to applicable laws and regulations or contractual obligations, we may be held responsible for any information security failure or cybersecurity attack attributed to our vendors as they relate to the information we share with them. A vulnerability in or related to a third-party service provider's software or systems, a failure of our third-party service providers' safeguards, policies or procedures, or a breach of a third-party service provider's software or systems could result in the compromise of the confidentiality, integrity or availability of our systems or the data housed in our third-party solutions.

The security of the information and technology systems used by us and our service providers may continue to be subjected to cybersecurity threats that could result in material failures or disruptions in our business. If these systems are compromised, become inoperable for extended periods of time or cease to function properly, we or a service provider may have to make a significant investment to fix or replace them. The failure of these systems or of disaster recovery plans for any reason could cause significant interruptions in operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to shareholders (and the beneficial owners of shareholders). Such a failure could harm our reputation, subject to legal claims and otherwise materially and adversely affect our investment and trading strategies and our value.

Operational risk may materially and adversely affect the Company's performance and results.

Operational risk is the risk of an adverse outcome resulting from inadequate or failed internal processes, people, systems or from external events. The Company's exposure to operational risk arises from routine processing errors, as well as extraordinary incidents, such as major systems failures or legal and regulatory matters. As the Company operates businesses that are reliant on both technology and human expertise and execution, the Company is exposed to material operational risk arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the Company's service providers, counterparties or other third parties, failed or inadequate processes and technology or system failures.

Digital asset transfers are typically not reversible without the consent and active participation of the recipient of the transaction. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer or theft of digital assets generally will not be reversible and the Company may not be capable of seeking compensation for any such transfer or theft. Although the Company has

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processes and procedures in place to limit any such transfers, nonetheless it is possible that, through computer or human error, or through theft or criminal action, the Company digital assets could be subject to these operations errors and transferred from its accounts in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. Operational errors or significant operational delays could materially negatively impact the Company's ability to conduct its business or service its clients, which could adversely affect results of operations due to potentially higher expenses and lower revenues, create liability for the Company or its clients or negatively impact its reputation. Recurring operational issues may raise concerns among regulators regarding our governance and control environment.

Unexpected market disruptions may cause major losses for the Company.

We may incur major losses in the event of disrupted markets and other extraordinary events in which market behavior diverges significantly from historically recognized patterns. The risk of loss in such events may be compounded by the fact that in disrupted markets, many positions become illiquid, making it difficult or impossible to close out positions against which markets are moving. Market disruptions caused by unexpected political, military and terrorist events may from time to time cause dramatic losses for us. Any such disruptions and events may have a material and adverse effect on our investment and trading strategies and on any investment in us.

The Company may not be effective in mitigating risk.

The Company seeks to mitigate risk and has established policies and procedures to provide a sound operational environment for the types of risk to which it is subject, including operational risk, credit risk, market risk and liquidity risk. However, as with any risk management framework, there are inherent limitations to the Company's current and future risk management strategies, including risks that it has not appropriately anticipated or identified. Accurate and timely enterprise-wide risk information is necessary to enhance management's decision-making in times of crisis. If the Company's risk management framework proves ineffective or if the Company's enterprise-wide management information is incomplete or inaccurate, it could suffer unexpected losses, which could materially adversely affect its results of operations or financial condition.

Managing different business lines could present conflicts of interest.

The Company is building a full service, institutional-quality financial services business through its business lines. Subject to applicable regulatory approvals, the Company may also launch additional business lines from time to time. There are certain inherent and potential conflicts of interest in managing different business lines. Due to the broad scope of the Company's businesses, potential conflicts of interest include situations where its services to a particular client or the Company's own investments or other interests conflict, or are perceived to conflict, with the interests of another client, as well as situations where one or more of the Company's businesses have access to material non-public information that may not be shared with its other businesses and situations where the Company may be an investor or creditor of an entity with which it also has an advisory or other relationship. Furthermore, the allocation of investment opportunities among funds and the Company could also present a conflict of interest. In managing these different conflicts, fiduciary duty obligations may require the Company to resolve conflicts in favor of clients over the firm or other third parties. Employees and executives may also have conflicts of interest in allocating their time and activity between the businesses. The Company manages conflicts of interest through a number of ways. However, appropriately identifying and dealing with conflicts of interest is complex and difficult, and the Company's reputation could be damaged and the willingness of clients to enter into transactions with the Company may be affected if the Company fails, or appears to fail, to identify, disclose and deal appropriately with conflicts of interest. In addition, potential or perceived conflicts could give rise to litigation or regulatory enforcement actions. A failure to appropriately identify and address potential conflicts of interest could adversely affect the Company's businesses.

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The Company incurs increased costs as a result of the requirements applicable to the Company as a public company.

The Company incurs significant levels of legal, accounting and other expenses in respect of its status as a publicly listed company. Canadian securities law, together with the listing requirements of the exchanges (or any other stock exchange on which securities of the Company may be listed on in the future), impose significant requirements relating to disclosure controls and procedures and internal control over financial reporting. The Company incurs significant costs as a result of compliance with these public company requirements which require additional resources and make some activities more time-consuming. As a company in the digital assets industry, the Company may experience higher-than-anticipated operating expenses as well as higher independent auditor and consulting fees and may need to hire additional qualified personnel to continue to satisfy these public-company requirements. The Company is required to expend considerable time and resources with respect to the Company's compliance with public company regulations. If the Company is unable to satisfy the Company's obligations as a public company, the Company could be subject to de-listing of securities of the Company, fines, sanctions or other detrimental regulatory actions.

Force majeure events may materially and adversely affect the business continuity of the Company.

The Company may be affected by events beyond its control, including acts of nature, fires, floods, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war (such as the ongoing conflict between the United States and Iran), terrorism and labor strikes. Some such events may adversely affect the ability of the Company or a counterparty to the Company to perform its obligations. In addition, the cost to the Company of repairing or replacing damaged reputation or assets as a result of such an event could be considerable. Certain events such as war or an outbreak of an infectious disease could have a broader negative impact on the world economy and international business activity generally, or in any location in which the Company may invest or conduct its business specifically.

Pandemics, such as the COVID-19 pandemic, and resulting impacts on the global economy may materially and adversely affect the Company.

The Company faces risks related to health epidemics and other outbreaks of communicable diseases, which could significantly disrupt its operations and may materially and adversely affect its business and financial condition. For example, in December 2019, a strain of the coronavirus COVID-19 emerged as a global pandemic. As a result, during the first quarter of 2020, global financial markets experienced a period of sharp decline and volatility due in large part to the real and perceived economic impact of the COVID-19 pandemic. The public health impact of the coronavirus (including new strains and variants of concern), as well as the steps taken by governments and businesses around the world to combat its spread, had an adverse impact on the global economy. The Company could be materially and adversely affected by a range of factors and developments related to global health pandemics that are largely beyond its control. The extent to which a pandemic impacts the Company's business, including its operations and market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the outbreak.

During the global financial crisis of 2007 to 2008, various sectors of the global financial markets experienced an extended period of adverse conditions featuring market uncertainty, reduced liquidity, greater volatility, general widening of credit spreads and a lack of price transparency. To the extent that similar marketplace events were to occur in the future, either as a result of a pandemic or otherwise, these events may have an adverse impact on the Company's investments. In addition, governments from time to time intervene, directly and by regulation in ways that are unpredictable during times of crisis. Such intervention is often intended to directly influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction.

On February 1, 2025, the U.S. administration issued three executive orders directing the U.S. to impose new tariffs on imports from Canada, Mexico, and China, which took effect on March 4, 2025, with the exception of goods covered under the U.S. – Mexico – Canada agreement that will take effect on April 2,

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The tariffs are an additional 25% rate of duty on imports from Canada and Mexico and 10% on imports from China. The tariffs will apply to all imports except Canadian energy resources exports, which will face a 10% tariff instead. The international trade disputes sparked by the tariffs actually imposed or potential tariffs to be imposed by the U.S. and other countries in response, including a further escalation in tariffs, retaliatory tariffs, and/or the withdrawal from, or changes to, international trade agreements, are expected to have a negative impact on the global economies and perhaps other markets where the Company operates, and could adversely affect the Company's business operations, investments and/or financial condition. In addition, the uncertainty as to whether additional tariffs or trade policies will be adopted internationally and the uncertainty of the impact of such tariffs and trade policies have and may continue to have a negative impact on the global economy and may adversely affect the Company's business operations, investments and/or financial condition.

Business activities could also be materially adversely impacted as the fundraising for asset management products and advisory transactions may be delayed during such situations. In particular, a pandemic could materially and adversely impact the Company's business including, and without limitation, employee health, workforce productivity, increased expenses and other factors that will depend on future developments beyond the Company's control, which may have a material and adverse effect on its business, financial condition, results of operations and cash flows. Such adverse effects could be rapid and unexpected.

Foreign exchange risk.

The Company is a Canadian company, and a material amount of its expenses and fundraising is done in Canadian dollars. Most of the expenses and revenues of the Company's subsidiaries are denominated in U.S. dollars. As a result, the Company is subject to foreign exchange risks relating to the relative value of the U.S. dollar as compared to the Canadian dollar. A decline in the U.S. dollar would result in a decrease in the real value of the Company's revenues and adversely impact financial performance.

Additional taxation may apply to dividends paid to non-residents.

Any future cash dividends paid on shares of the Company to a non-resident of Canada, if applicable, will be subject to Canadian withholding tax at a rate of 25 percent unless the rate is reduced under the provisions of an applicable double taxation treaty. Where a non-resident is a U.S. resident entitled to benefits of the Canada – United States Income Tax Convention, 1980 and is the beneficial recipient of the dividends, then the rate of Canadian withholding tax is generally reduced to 15 per cent.

The Company will have a focused investment strategy.

The Company will be focused on investments related to the crypto asset ecosystem and other blockchain technologies. The specific investment focus is inherently more risky than traditional investments and could cause the Company to be more susceptible to particular economic, political, regulatory, technological or industry conditions or occurrences when compared with a company that has a more mature business model. In addition, as materials made available to the Company in the course of its due diligence process relating to potential investment opportunities will generally not be available to them, investors will generally be unable to ascertain the merits or risks of any particular target's operations.

Sourcing of investments.

The Company will depend on its senior management and directors to source suitable investment opportunities for the Company. In addition, the Company will encounter competition for such investment opportunities from other entities having similar business objectives including private investors, pension funds and private equity firms and such competition may impact the Company's ability to close on an investment as well as the purchase price for any such investment. There is no assurance that the Company will be able to source suitable investment opportunities or that it will be able to do so at an appropriate price.

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Although the Company conducts considerable due diligence on potential investments, the presence of one or more material liabilities that are unknown to the Company at the time of investment, or the materialization of one or more material risks after the time of investment, could lead to a loss of value of such investment and, in turn, have a material adverse effect on the business, results of operations, prospects and financial condition of the Company.

In addition, there can be no assurance that the Company's existing investments will be successful. To the extent that the Company experiences a loss of value in these investments, the Company's market value will accordingly decrease.

The Company will be reliant, in part, on attracting and retaining skilled management and directors.

The success of the Company will, in part, be dependent upon the skill, judgment, industry relationships and expertise of the Board and management. The loss of a director or key management personnel may materially and adversely affect the business of the Company. There can be no assurance that these individuals will continue to be employed by, or remain involved with, the Company for a particular period of time.

There are material risks and uncertainties associated with custodians of cryptocurrencies and other digital assets.

The Company uses custodians, exchanges and third-party wallet providers to hold its cryptocurrencies and other digital assets. Such parties may or may not be subject to regulation by Canadian, U.S. state or federal or non-U.S. governmental agencies or other regulatory or self-regulatory organizations. While not currently anticipated, the Company could have a high concentration of its digital assets in one location or with one custodian, exchange or wallet provider, which may be prone to losses arising out of hacking, loss of passwords, compromised access credentials, malware or cyberattacks. Certain custodians, exchanges or third-party wallet providers may not indemnify the Company against any losses of digital assets or may not have full insurance over the assets under custody. Digital assets held by certain custodians, exchanges or third-party wallet providers may be transferred into "cold storage" in which case there could be a delay in retrieving such digital assets.

The Company may also incur costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian could materially and adversely affect the Company's investment and trading strategies, the value of its assets and the value of any investment in the Company.

Given the characteristics of digital assets and the relative immaturity of the asset class, there are limited numbers of "qualified custodians" available at this time (if any). Difficulties in finding a "qualified custodian" could have a material adverse effect on the asset management business, including potentially causing it to liquidate a substantial portion of its portfolio. There is also a risk that applicable securities regulators determine that certain custodians used are not, regardless of their representations to the contrary, "qualified custodians", which would potentially require the asset management group to move certain digital assets and/or subject it to regulatory action. The uncertainty and potential difficulties associated with this question and related questions could materially and adversely affect the Company's asset management business.

The asset management business is highly regulated and regulators may apply or interpret these regulations with respect to digital assets in novel and unexpected ways.

Asset management is a highly regulated business subject to numerous legal and regulatory requirements. These regulations are intended to protect customers whose assets are under management and, as such, may limit the Company's ability to develop, expand or carry out its asset management business in the intended manner. The Company is guided in significant part by regulatory regimes that are not clear or are not yet developed. To the extent that there is any ambiguity as to whether an asset under management is a security, the applicability of many regulations to the Company's asset management business will not be clear. Furthermore, the Company must address conflicts of interest, as well as the perception of conflicts of interest, between itself (including the other business lines of the Company) and its clients and funds. In

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particular, the Company will be required to act in the best interest of its clients and funds, which may include allocating opportunities to its clients and funds rather than to its own principal business lines. In addition, the regulators have substantial discretion in determining what is in the best interest of a client of a fund and have increased their scrutiny of potential conflicts. Appropriately dealing with conflicts of interest is complex and if the Company fails, or appears to fail, to deal appropriately with any of these conflicts of interest, it may face reputational damage, litigation, regulatory proceedings, or penalties, fines or sanctions, any of which may have a material and negative impact on the Company's asset management business. In addition, to the extent that the Company is required to obtain client or investor consent in connection with any potential conflict, any failure or delay in obtaining such consent may have a material and negative impact on the Company's ability to take advantage of certain business opportunities.

Increased competition may cause the Company's revenue and earnings to decline.

The asset management industry is highly competitive and has relatively low barriers to entry. The Company currently expects that, as digital assets become more mainstream, additional competitors, potentially in large numbers, may begin providing asset management services with respect to digital assets. The Company competes based on a number of factors including: investment performance, the level of fees charged, the quality and diversity of services and products provided, name recognition and reputation, and the ability to develop new investment strategies and products to meet the changing needs of investors. In addition, the introduction of new technologies, as well as regulatory changes, may significantly alter the competitive landscape for investment managers in digital assets. This could lead to fee compression or require the Company to spend more to modify or adapt its product offerings to attract and retain customers and remain competitive with products and services offered by new competitors in the industry. Increased competition on the basis of any of these factors, including competition leading to fee reductions, may cause our revenue and earnings to decline. Any of these could materially and negatively impact the success of the Company's asset management business.

The business of the Company is subject to competition from staking companies.

The Company will compete with cryptocurrency and distributed ledger technology businesses, including businesses focused on developing substantial digital asset staking operations. Any market participant with sufficient capital and know-how has the ability to acquire crypto tokens on the open market and start staking, which would inherently increase competition. Although, because there are a wide range of crypto tokens being staked across the networks the Company participates in, and accordingly, the Company's management believes that any negative impact on the Company's operations as a result of competition in the sector would not be materially adverse, it is possible that such competition and the lack of barriers to entry to the market could have a material adverse effect on the Company or the value of the Securities of the Company.

The success of the Company's advisory services business will depend on generating and maintaining ongoing, profitable client demand for its services and solutions, and the failure of that demand to materialize or any future significant reduction in such demand or an inability to respond to the evolving technological environment could materially negatively affect the Company's advisory services business.

The success of the Company's advisory services business, which is conducted through one or more subsidiaries, depends on creating and maintaining a demand for its services and solutions with favorable margins. The ability to realize or maintain this demand could be negatively affected by numerous factors, many of which will be beyond the control of the Company and unrelated to its future work product.

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Developments in the digital asset industry, which are expected to be rapid, could shift demand to new services and solutions. If, as a result of new technologies or changes in the industries the Company serves, or clients demand new services that the Company does not or is unable to provide, the Company may be less competitive in these new areas or need to make significant investment to meet that demand. The Company's strategy for developing its advisory business focuses on responding to these types of developments by driving innovation that will enable the Company to expand its advisory business into new growth areas. If the Company does not sufficiently invest in new technology and adapt to industry developments or evolve and expand its business at sufficient speed and scale, the success or even the viability of the Company's advisory services business would be negatively affected.

The Company may become involved in advisory projects that are not directly related to the digital asset or blockchain industry. These projects are likely to relate to industries and clients that the Company believes will benefit in the future from blockchain technology and the Company's experience and network in the digital assets industry.

The success of the Company's advisory services business could materially suffer if it is unable to obtain favorable pricing for services and solutions or if the Company is unable to remain competitive.

The success of the Company's advisory services business may be significantly affected by its ability to price its advisory services properly. If the Company is not able to obtain favorable pricing for its advisory services and solutions, the success of the Company's advisory services business may materially suffer. The rates the Company charges for its services and solutions may be affected by a number of factors, including:

general economic and political conditions;
the competitive environment in our industry; and
the procurement practices of clients and their use of third-party advisors.

The Company believes that currently there are limited persons providing the digital asset advisory services that the Company provides. However, the barrier to entry is very low and competitors can easily and will likely provide similar services in the near future. The success of the Company's advisory services business could suffer if it is not able to remain competitive. The less the Company is able to differentiate its services and solutions or clearly convey the value of its services and solutions, the more risks the Company will face in winning new work in sufficient volumes and at target pricing, which could materially negatively impact the success or viability of the Company's advisory services business. In addition, the introduction of new services or products by competitors could reduce the Company's ability to obtain favorable pricing and impact the overall economics for the services or solutions offered.

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The continuing development and acceptance of digital assets and distributed ledger technology are subject to a variety of risks.

Cryptocurrencies, such as Bitcoin and HBAR, and the other types of digital assets in which the Company invests and trades involve a new and rapidly evolving industry of which blockchain technology is a prominent, but not unique, part. The growth of the digital asset industry in general, and distributed ledger technology that supports digital assets, is subject to a high degree of uncertainty. The factors affecting the further development of the digital asset industry, as well as distributed ledger technology, include: continued worldwide growth in the adoption and use of digital assets; government and quasi-government regulation of digital assets and their use, or restrictions on or regulation of access to and operation of applicable distributed ledger technology or systems that facilitate their issuance and secondary trading; the maintenance and development of the open-source software protocols of certain blockchain networks used to support digital assets; advancements in technology, including computing power, that may render existing distributed ledger technology obsolete or inefficient; the use of the networks supporting digital assets for developing smart contracts and distributed applications; changes in consumer demographics and public tastes and preferences; the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; and general economic conditions and the regulatory environment relating to digital assets.

Many digital asset networks, including Bitcoin, HBAR and Ethereum ("ETH"), operate on open-source protocols maintained by groups of core developers. The open-source structure of these network protocols means that certain core developers and other contributors may not be compensated, either directly or indirectly, for their contributions in maintaining and developing the network protocol. A failure to properly monitor and upgrade network protocol could damage digital asset networks. As these network protocols are not sold and their use does not generate revenues for development teams, core developers may not be directly compensated for maintaining and updating the network protocols.

Consequently, developers may lack a financial incentive to maintain or develop the network, and the core developers may lack the resources to adequately address emerging issues with the networks. There can be no guarantee that developer support will continue or be sufficient in the future. To the extent that material issues arise with certain digital asset network protocols and the core developers and open-source contributors are unable or unwilling to address the issues adequately or in a timely manner, such digital asset networks, and any corresponding digital assets held may be adversely affected.

A decline in the adoption and use of digital assets would materially and adversely affect the performance of the Company.

Digital assets are a new asset class and represent a technological innovation and they are subject to a high degree of uncertainty. The adoption of digital assets will require growth in usage and in the blockchain technology generally for various applications. Adoption of digital assets will also require greater regulatory clarity. A lack of expansion in use of digital assets and blockchain technologies would adversely affect the financial performance of the Company. In addition, there is no assurance that digital assets generally will maintain their value over the long term. The value of digital assets is subject to risks related to its use. If growth in the use of digital assets generally occurs in the near or medium term, there is no assurance that such use will continue to grow over the long term. A contraction in use of digital assets may result in increased volatility or a reduction in digital asset prices, which would materially and adversely affect the Company's investment and trading strategies, the value of its assets and the value of any investment in the Company.

The prices of digital assets are extraordinarily volatile.

Values of digital assets have historically been highly volatile. A decline in digital assets that the Company holds and advises on would negatively impact its financial position. A significant portion of demand for digital assets is generated by speculators and investors seeking to profit from the short- or long-term holding of these assets. Speculation regarding future appreciation in the value of a digital asset may inflate and make more volatile the price of that digital asset.

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Several factors may affect the price of digital assets, particularly cryptocurrencies, including, but not limited to: supply and demand, investors' expectations with respect to the rate of inflation, interest rates, currency exchange rates or future regulatory measures (if any) that restrict the trading of cryptocurrencies or the use of cryptocurrencies as a form of payment. Additionally, some purportedly decentralized digital assets may be more centralized than widely believed, or may become more centralized over time, increasing the risk that an adverse event impacting an individual personality or entity could result in a reduction in the price of digital assets. While digital assets networks are typically decentralized and do not need to rely on any single government or institution to create, transmit and determine value, in reality a single personality or entity may have the ability to exert centralized authority over a network. Where a single personality or entity exerts an outsize influence, an adverse event impacting that individual or entity, such as an insolvency proceeding, could result in a reduction in the price of digital assets.

There is no assurance that cryptocurrencies will maintain their long-term value in terms of purchasing power in the future, or that acceptance of cryptocurrency payments by mainstream retail merchants and commercial businesses will continue to grow. Only a limited number of cryptocurrencies, including Bitcoin, have become sometimes accepted as a means of payment for some goods and services, and use of cryptocurrencies by consumers to pay at retail and commercial outlets remains very limited. In part, this is because cryptocurrencies face significant scaling obstacles that can lead to high fees or slow transaction settlement times and attempts to increase the volume of transactions may not be effective. A lack of expansion by cryptocurrencies into retail and commercial markets, or a contraction of such limited use as has developed to date, may result in increased volatility or a reduction in the value of that cryptocurrency or cryptocurrencies generally, either of which could materially and adversely affect the Company's investment strategies, the value of its assets and the value of any investment in the Company.

Political or economic crises may motivate large-scale sales of digital assets, which would result in a reduction in values and materially and adversely affect the Company.

Cryptocurrencies, as an alternative to fiat currencies that are backed by central governments, are subject to supply and demand forces based on market adoption, investor sentiment and the perceived utility of decentralized technologies. These factors may be significantly impacted by broader macroeconomic and geopolitical conditions. For example, changes in interest rates, inflationary pressures, tightening financial conditions, or geopolitical conflicts may reduce investor risk appetite and lead to decreased demand for digital assets.

Political or economic crises may also motivate large-scale acquisitions or sales of digital assets, either globally, regionally or locally. Large-scale sales of digital assets could result in a reduction in their value, decreased liquidity, and increased market volatility. These conditions could materially and adversely affect the Company's financial position, including the value of its digital asset holdings, and may impact the Company's ability to execute its business strategy, access capital, or pursue new or reactivated business initiatives.

In addition, the digital asset market remains relatively concentrated across a limited number of trading platforms and liquidity providers. As a result, market disruptions, counterparty failures, or changes in trading activity on these platforms may exacerbate price volatility and liquidity constraints, further impacting the value of digital assets held by the Company and the broader digital asset ecosystem

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The value of cryptocurrencies and other digital assets may be subject to momentum pricing risk.

Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. Cryptocurrency and other digital asset market prices are determined primarily using data from various exchanges, over-the-counter markets, and derivative platforms. Momentum pricing may have resulted, and may continue to result, in speculation regarding future appreciation in the value of cryptocurrencies and other digital assets, inflating and making their market prices more volatile, and such effects may be material and adverse. As a result, cryptocurrencies and other digital assets may be more likely to fluctuate in value due to changing investor confidence in future appreciation (or depreciation) in their market prices, which could materially adversely affect the value of the Company's cryptocurrency and other digital asset inventory and thereby affect the Company's shareholders.

The regulation of digital assets continues to evolve in every jurisdiction, and regulatory changes or actions may restrict the use of digital assets, the operation of distributed ledger technologies that support such digital assets and platforms that facilitate the trading of such assets.

As digital assets have grown in popularity and in market size, governments, regulators and self-regulators (including law enforcement and national security agencies) around the world are examining the operations of digital asset issuers, users and platforms. To the extent that any Canadian, U.S. or other government or quasi-governmental agency exerts regulatory authority over the digital asset industry in general, the issuance of digital assets, and trading and ownership of, and transactions involving the purchase and sale or pledge of, such assets, may be adversely affected, which could adversely affect the Company's businesses and investments. The effect of any future regulatory change on digital asset issuers and participants in general is impossible to predict, but such change could materially and adversely affect the Company's investment strategies, the value of its assets and the value of any investment in the Company.

The legal status of digital assets varies substantially from jurisdiction to jurisdiction and is still undefined and changing in many of them. Likewise, various government agencies, departments, and courts have classified and continue to classify digital assets differently. In Canada and the U.S., courts and regulators have classified many digital assets as securities subject to regulation under applicable securities laws. Changes in laws, regulations, policies and practices could have an adverse effect on the Company, its strategies, business and investments. For example, regulatory agencies could shut down or restrict the use of platforms or exchanges using digital assets or otherwise limit the use of digital assets. This, and any other changes in laws, regulations, policies and practices, could lead to a loss of any investment made by or in the Company, and may trigger regulatory action by securities or other regulators.

Furthermore, various jurisdictions may, in the near future, adopt laws, regulations or directives that affect digital assets, the related markets and exchanges and the ability to use, trade and hold digital assets. Such laws, regulations or directives may conflict with one another and may negatively affect the acceptance of digital assets by users, merchants and service providers and may therefore impede the growth or sustainability of the Bitcoin economy in Canada, the U.S., or other locations and globally, or otherwise negatively affect the value of digital assets. Although there continues to be uncertainty about the full impact of these and other regulatory changes, the Company may become subject to a more complex regulatory framework in the near future and incur additional costs to comply with new requirements as well as to monitor for compliance with any new requirements in the future.

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The loss or destruction of a private key required to access certain cryptocurrencies or digital assets may be irreversible. The Company's loss of access to its private keys or its experience of a data loss relating to its cryptocurrency or digital asset investments could adversely affect the Company.

Cryptocurrencies are controllable only by the possessor of the private key or keys relating to the "digital wallet" in which the digital asset is held. Private keys must be safeguarded and kept private in order to prevent a third party from accessing the cryptocurrencies while held in such wallet. To the extent a private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, the Company will be unable to access the cryptocurrencies held in the related digital wallet. Any loss of private keys relating to digital wallets used to store the Company's or its affiliates' cryptocurrencies could adversely affect its business and financial position.

Any loss of private keys relating to digital wallets used to store the Company's cryptocurrencies and digital assets could materially and adversely affect the Company's investment strategies, the value of its assets and the value of any investment in the Company. If the Company's cryptocurrency or other digital assets are lost, stolen or destroyed under circumstances rendering a party liable to the Company, the responsible party may not have the financial resources sufficient to satisfy the Company's claims, which could lead to a material adverse effect on the Company. Access to the Company's cryptocurrencies or other digital assets could also be restricted or prevented by natural events (such as an earthquake or flood) or human actions (such as a terrorist attack).

The need to adopt technology in response to changing security threats poses a challenge to the safekeeping of the Company's digital asset holdings.

Holders of digital assets must adapt to technological change to secure and safeguard accounts. As technological change occurs, the security threats to the Company's digital asset holdings will likely adapt, and previously unknown threats may emerge. Furthermore, the Company may become a greater target of security threats as the Company's size and reputation increases. If the Company is unable to identify and mitigate or stop new security threats, the Company's assets may be subject to theft, loss, destruction or other attack, which could result in a loss of the Company's assets or materially and adversely affect the Company's investment and trading strategies, the value of its assets and the value of any investment in the Company.

Due to the unregulated nature and lack of transparency surrounding the operations of exchanges, they may experience fraud, security failures or operational problems, which may adversely affect the value of digital assets traded on those exchanges and, consequently, the Company's investments and the securities of the Company.

Digital asset exchanges on which digital assets trade are relatively new and, in some cases, unregulated. Furthermore, while some exchanges provide information regarding their ownership structure, management teams, corporate practices and regulatory compliance, many other exchanges do not. As a result, the marketplace may lose confidence in the less transparent or unregulated exchanges, including prominent exchanges that handle a significant volume of trading in these assets.

For example, in 2019 there were reports claiming that 80-95% of Bitcoin trading volume on exchanges was falsified or non-economic in nature, with specific focus on unregulated exchanges located outside of the U.S. Such reports may indicate that the Bitcoin exchange market is significantly smaller than expected and that the U.S. makes up a significantly larger percentage of such market than is commonly understood. Nonetheless, any actual or perceived false trading in exchanges, and any other fraudulent or manipulative acts and practices, could adversely affect the value of digital assets and/or negatively affect the market perception of such assets.

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In addition, over the past several years, some exchanges have been closed due to fraud and manipulative activity, business failure or security breaches. In many of these instances, the customers of such exchanges were not compensated or made whole for the partial or complete losses of their account balances. While smaller exchanges are less likely to have the infrastructure and capitalization that make larger exchanges more stable, larger exchanges are more likely to be appealing targets for hackers and malware and may be more likely to be targets of regulatory enforcement action.

Negative perception, a lack of stability in these exchange markets and the temporary or permanent closure of such exchanges due to fraud, business failure, hackers or malware, or government-mandated regulation may reduce confidence in the digital asset marketplace in general and result in greater volatility in the price of digital assets. These potential consequences could materially and adversely affect the Company's investment strategies, the value of its assets and the value of any investment in the Company and, therefore, the securities of the Company.

Blockchain networks, digital assets and the exchanges on which these assets are traded are dependent on internet infrastructure and susceptible to system failures, security risks and rapid technological change.

The success of cryptocurrency-based blockchain and other digital asset platforms will depend on the continued development of a stable public infrastructure, with the necessary speed, data capacity and security, and the timely development of complementary products such as high-speed modems for providing reliable internet access and services. Digital assets have experienced, and are expected to continue to experience, significant growth in the number of users and amount of content. There is no assurance that the relevant digital asset infrastructure will continue to be able to support the demands placed on it by this continued growth or that the performance or reliability of the technology will not be adversely affected by this continued growth. There is also no assurance that the infrastructure or complementary products or services necessary to make digital assets a viable product for their intended use will be developed in a timely manner, or that such development will not result in the requirement of incurring substantial costs to adapt to changing technologies. The failure of these technologies or platforms or their development could materially and adversely affect the Company's investment strategies, the value of its assets and the value of any investment in the Company. Cryptocurrencies are created, issued, transmitted, and stored according to protocols run by computers in the cryptocurrency network. It is possible these protocols have undiscovered flaws or could be subject to network scale attacks which could result in losses to the Company. Advancements in quantum computing could break the cryptographic rules of protocols which support certain of the Company assets.

Proposed ETH upgrades to enhance the network's scalability and throughput may not be delivered, and network congestion could cause users to migrate to other blockchains, which could materially and adversely affect several of the Company's investments and trading strategies

Like all blockchain networks, rising adoption leads to network congestion, as space on decentralized ledgers is inherently scarce. From a design standpoint, striking a balance between security, decentralization, and scalability (or transactional throughput) is subject of great debate among innovators and has led to the creation of a variety of networks that make different trade-offs to achieve different outcomes. Pragmatically speaking, if network congestion rises to the point where transaction fees make it prohibitively expensive for average users to operate on the network, those users may stop using the network, and application developers may seek to build on other networks where users can afford to transact.

While no challenger networks have yet offered meaningful competition to ETH for either users or application developers, there is pressure on ETH protocol developers to deploy "Ethereum 2.0," which promises significant scaling improvements and ease network congestion. If Ethereum 2.0 takes too long to launch, or does not launch at all, an alternative blockchain network may attract users and developers, challenging ETH's position as the most valuable and widely used smart contracting platform. Even if Ethereum 2.0 does launch, major protocol changes and upgrades are risky and there could be design flaws or bugs that could be exploited in ways that are difficult to anticipate. A reduction in ETH's adoption or usage relative to challenger smart contracting networks could materially and adversely affect several of the Company's investments and trading strategies.

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Risks associated with DeFi

DeFi refers to a variety of blockchain-based applications or protocols that provide for peer-to-peer financial services using smart contracts and other technology rather than such services being offered by central intermediaries. Common DeFi applications include borrowing/lending digital assets and providing liquidity or market making in digital assets. DeFi applications and ecosystems, mostly built on ETH, are demonstrating how public blockchains and smart contracts can revolutionize financial services, but the nascent technology comes with several risks that could materially and adversely affect the Company's investments and strategies. It is difficult to quantify the amount of leverage that exists within the DeFi ecosystem and price volatility can result in deleveraging that moves asset prices dramatically. In addition, smart contracts may contain bugs which put funds at risk of theft or loss. Furthermore, in certain decentralized protocols, it may be difficult or impossible to verify the identity of a transaction counterparty necessary to comply with any applicable anti-money laundering, countering the financing of terrorism, or sanctions regulations or controls.

The complexity and interconnectedness of digital asset networks, applications, and economic systems enables new forms of malicious attacks that leverage a feature or vulnerability of one system to attack another. Such an attack may take the form of a temporary manipulation of the price of certain digital assets that trigger second order behaviors, such as automatic collateral liquidations on decentralized applications or digital asset trading platforms. Such an attack could adversely affect investments. A malicious actor can exploit the structure of one or a series of smart contracts or applications in ways that do not technically constitute exploitation of a "bug" or flaw in the smart contract or application. For example, such an exploit has occurred repeatedly in the ETH DeFi ecosystem, whereby a decentralized exchange or lending application is designed to reference an external pricing source of a particular digital asset to determine when to liquidate collateral. By manipulating the price of the particular digital asset on a third-party platform (such as a digital asset trading platform), the pricing source used by the decentralized trading platform or application is consequently manipulated, which then leads to uneconomic collateral liquidations on the decentralized trading platform or application. Such liquidations may be processed automatically and could have a material adverse effect on the Company's investments and trading strategies.

Risks related to NFTs.

The Company may invest in, advise on, or have funds associated with NFTs. NFTs are unique, one-of-a-kind digital assets made possible by certain digital asset network protocols. Because of their non-fungible nature, NFTs introduce digital scarcity and have become popular as online "collectibles," similar to physical rare collectible items, such as trading cards or art. Like real world collectibles, the value of NFTs may be prone to "boom and bust" cycles as popularity increases and subsequently subsides. Certain metadata pertaining to NFTs may be stored "offchain," i.e., not on a decentralized digital asset network. If the entity behind an NFT project ceases hosting relevant metadata relating to NFTs, such NFTs may become worthless. If any of these events were to occur, it could adversely affect the value of certain of the Company's future investments and strategies. In addition, because NFTs generally rely on the same types of underlying technologies as digital assets, most risks applicable to digital assets (including phishing, hacking and blockchain risks) are also applicable to NFTs and hence any investment into NFTs will be subject to general digital assets risks as described elsewhere in these risk factors.

Malicious actors could manipulate the blockchain networks and smart contract technology upon which digital assets rely and increase the vulnerability of the blockchain networks.

If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers), including a state-sponsored actor, is able to hack or otherwise exert unilateral control over a particular blockchain network such as by obtaining a majority of the processing power dedicated to mining on the blockchain, or the digital assets on such a network, that actor could attempt to prevent the confirmation of transactions recorded in that digital asset on that blockchain and, in worst case scenario, potentially render the chain unusable. Digital assets have been the subject of attempted manipulation by hackers to use them for malicious purposes. The collective processing power of that blockchain network would be reduced, which would adversely affect the confirmation process for transactions by decreasing the speed of the adjustment in the difficulty for transaction block solutions.

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Lower block rewards could also make it less expensive for a malicious actor to obtain a majority of network hash rate. Any of the above events could materially and adversely affect certain of the Company's investments and strategies, the value of its assets and the value of any investment in the Company.

The network contributors for certain digital assets could propose amendments to the network protocols and software for these digital assets that, if accepted and authorized by the network for these digital assets, could adversely affect an investment in the Company or the Company.

The networks for certain digital assets are based on a protocol governing the peer-to-peer interactions between computers connected to each other within that network. The development team for a network (if any) might propose and implement amendments to a network's source code through software upgrades altering the original protocol, including fundamental ideas such as the irreversibility of transactions and limitations on the validation of blockchain software distributed ledgers. Such changes to original protocols and software could materially and adversely affect the Company's investment and trading strategies, the value of its assets and the value of any investment in the Company.

Intellectual property rights claims may adversely affect the operation of portfolio companies and digital asset networks.

Third parties may assert intellectual property claims relating to portfolio companies or digital asset networks and their source code. Regardless of the merit of any claim, any threatened action that reduces confidence in portfolio companies or digital asset networks could materially and adversely affect the Company's investment and strategies, the value of its assets and the value of any investment in the Company. Additionally, a meritorious intellectual property claim could lead to a loss of value in the impacted portfolio company or prevent the Company or other end users from accessing a specific blockchain network or holding or transferring their digital assets, which could force the liquidation of certain digital assets in which the Company has an interest or cause the value of such digital assets to decline significantly. As a result, an intellectual property claim against a portfolio company or large participants on certain blockchain networks could materially and adversely affect the Company's investment and strategies, the value of its assets and the value of any investment in the Company.

Banks or other third-party services providers may decline to provide services to companies engaged in digital asset-related businesses, including the Company.

A number of companies that provide digital asset-related services have been unable to find banks that are willing to provide them with bank accounts and banking services. Similarly, a number of such companies have had their existing bank accounts closed by their banks. Banks may refuse to provide bank accounts and other banking services to digital asset-related companies, including the Company, for a number of reasons, such as perceived compliance risks or costs. The Company's inability to procure or keep banking services would have a material and adverse effect on the Company. Similarly, continued general banking difficulties may decrease the utility or value of digital assets or harm public perception of those assets. In addition to banks, other third-party service providers including accountants, lawyers and insurance providers may also decline to provide services to companies engaged in digital asset-related businesses because of the perceived risk profile associated with such businesses or the lack of regulatory certainty. The failure of digital asset-related businesses to be banked or obtain other services could materially and adversely affect the Company's businesses, investment and strategies, the value of its assets and the value of any investment in the Company.

Cryptocurrency is not covered by deposit insurance.

Transactions using cryptocurrency are not covered by deposit insurance, unlike banks and credit unions that provide guarantees or safeguards.

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Digital assets may be subject to hold periods.

Crypto tokens used for staking are intended to be able to be withdrawn from their respective wallet at the request of the Company, however this process may take up to 30 days depending on the time of withdrawal and staking provider. In addition, several digital assets require validators to commit to securing the network, and locking up their crypto tokens, for an extended period of time. In particular, Ethereum 2.0 requires that validators commit to securing the network for a period of 12 to 18 months. The validator still controls the crypto tokens during this period, but is not able to liquidate the tokens being staked. An inability to withdraw digital assets in the time desired or at all may adversely affect the Company's business and liquidity, and the value of the Securities of the Company.

The Company may fail to develop and execute successful investment strategies.

The success of the Company's investment and advisory activities will depend on the ability of the investment team to identify overvalued and undervalued investment opportunities and to exploit price discrepancies. This process involves a high degree of uncertainty. No assurance can be given that the Company will be able to identify suitable or profitable investment opportunities in which to deploy its capital. The success of investment activities depends on the Company's ability to source deals and obtain favorable terms. Competition in investment activities is based on relationships, the ability to offer strategic advice to portfolio companies and reputation. The barrier to entry in each of these businesses is very low and competitors can easily and will likely provide similar services in the near future. The success of the Company's investment business could suffer if it is not able to remain competitive.

The Company is exposed to a concentration of assets in a particular asset class, which could increase volatility, investment and market risk.

The Company trades, invests, advises on and holds primarily digital assets and investments in the blockchain space and conducts related businesses. The Company may accumulate significant positions in, or otherwise have significant exposure to, a single digital asset or asset type. If the Company chooses to invest in concentrated positions, it could increase the volatility of investment results over time and exacerbate the risk that a loss in any position would have a material and adverse effect on the Company's investment and strategies, the value of its assets and the value of any investment in the Company.

The Company is exposed to significant market risk based on its positions in digital assets, securities, commodities and other assets. The prices or values of digital and non-digital assets in which the Company may invest or trade can be, and likely will be, highly volatile. Sustained market declines and periods of significant market volatility may limit the ability of the Company to produce positive investment and trading results, and there can be no assurance that the Company's strategies will be successful in the markets and assets in which it invests or trades.

There may not be an active and liquid trading market for digital assets.

Some digital assets may be more difficult to value than other investments because such assets may not have a liquid or transparent trading market. Although there may be an institutional market for certain digital assets, it is not possible to predict exactly how the market for such assets will develop or whether it will continue to exist. A digital asset that was liquid at the time of purchase may subsequently become illiquid, and its value may decline as a result. In addition, transaction costs are generally higher for digital assets.

The Company's investments in other investment vehicles may be subject to substantial risk.

The Company may make direct or indirect investments in pooled investment vehicles, which may expose the Company to all of the risks of those vehicles' investments. The values of pooled investment vehicles are subject to change as the values of their respective assets fluctuate. To the extent that the Company invests in managed pooled investment vehicles, the performance of the Company's investments in such vehicles will be dependent on the investment and research abilities of persons other than the Company. The securities offered by such vehicles typically are not registered under applicable securities laws because they are offered in transactions that are exempt from registration.

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The Company's investments in currencies may be subject to substantial risk.

The Company may trade currencies in the interbank market, a global network of commercial banking institutions that make markets in foreign currencies. There is no limitation on daily price moves of contracts traded through banks and dealers. Banks and dealers may require the Company to deposit margin with respect to such trading. Banks and dealers are not required to continue to make markets in currencies.

There have been periods during which certain banks have refused to quote prices for currency contracts or have quoted prices with an unusually wide bid-ask spread. Arrangements to trade currency contracts may be made with only one or a few banks, and liquidity problems might therefore be greater than if such arrangements were made with numerous banks. The imposition of credit controls by government authorities might limit such trading to less than that which the Company would otherwise undertake. In respect of such trading, the Company is subject to the risk of bank failure or the inability of, or refusal by, a bank to perform with respect to such contracts. Most, if not all, of these contracts are directly affected by changes in interest rates. The effects of governmental intervention may also be particularly significant at certain times in the interbank market.

The Company's investments and trading transactions may be subject to credit risk.

Credit risk is the risk that an issuer of a security or a counterparty will be unable or unwilling to satisfy payment or delivery obligations when due and the related risk that the value of an investment or trade may decline because of concerns about the issuer's or the counterparty's ability to make such payments. In addition to the risk of an issuer of a security in which the Company invests failing or declining to perform on an obligation under the security, the Company is exposed to the risk that third parties, including trading counterparties, clearing agents, exchanges, clearinghouses, custodians, administrators and other financial intermediaries that may owe the Company money, securities or other assets will not perform their obligations. Any of these parties might default on their obligations to the Company because of bankruptcy, lack of liquidity, operational failure or other reasons, in which event the Company may lose all or substantially all of the value of any such investment or trading transaction. When the Company trades on exchanges that specialize in digital asset futures and derivatives, it is exposed to the credit risk of that exchange.

The Company is not obligated to hedge its exposures, and, if it does, hedging transactions may be ineffective or reduce the Company's overall performance.

The Company is not obligated to, and often times may not, hedge its exposures. However, from time to time, it may use a variety of financial instruments and derivatives, such as options, swaps, and forward contracts, for risk management purposes, including to: protect against possible changes in the market value of the Company's investment or trading assets resulting from fluctuations in the securities markets and changes in interest rates; protect the Company's unrealized gains in the value of its investments or trading assets; facilitate the sale of any such assets; enhance or preserve returns, spreads or gains on any trade or investment; hedge the interest-rate or currency-exchange risk on any of the Company's liabilities or assets; protect against any increase in the price of any assets that the Company anticipates purchasing at a later date; or to any other end that the Company deems appropriate. The success of any hedging activities by the Company will depend, in part, on its ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the assets being hedged. Since the characteristics of many assets change as markets change or time passes, the success of the Company's hedging strategy will also be subject to its ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. In addition, while the Company may enter into hedging transactions to seek to reduce risk, such transactions may actually increase risk or result in a poorer overall performance for the Company than if it had not engaged in such hedging transactions.

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The Company may make, or otherwise be subject to, trade errors.

Errors may occur with respect to trades executed on behalf of the Company. Trade errors can result from a variety of situations, including, for example, when the wrong investment is purchased or sold or when the wrong quantity is purchased or sold. Trade errors frequently result in losses, which could be material. To the extent that an error is caused by a third party, the Company may seek to recover any losses associated with the error, although there may be contractual limitations on any third party's liability with respect to such error.

Unexpected market disruptions may cause major losses for the Company.

The Company may incur major losses in the event of disrupted markets and other extraordinary events in which market behavior diverges significantly from historically recognized patterns. The risk of loss in such events may be compounded by the fact that in disrupted markets, many positions become illiquid, making it difficult or impossible to close out positions against which markets are moving. Market disruptions caused by unexpected political, military and terrorist events may from time to time cause dramatic losses for the Company. Any such disruptions and events may have a material and adverse effect on the Company's investment and strategies and on any investment in the Company.

The Company is exposed to losses due to lack of perfect information.

As a trader in digital assets, the Company will trade in a variety of assets with a number of different counterparties on both an anonymous and disclosed basis. The Company may at times trade with others who have information that is more accurate or complete than the Company's, and as a result the Company may accumulate unfavorable positions at unfavorable prices preceding large price movements in a given instrument. If the frequency or magnitude of these events increases, the Company's losses would likely increase correspondingly, which could have a material and adverse effect on the effectiveness of the Company's investment or trading strategies and on any investment in the Company.

Valuation involves significant risks and uncertainties, including the fact that methodologies involve subjective judgments.

Digital assets, including but not limited to, Bitcoin, can fluctuate dramatically in value and can lose a material portion of their value in a short period of time. There can be no assurance as to the value of the Company's portfolio as of any date in the future. Any future valuation could diverge from previous estimates as a result of market fluctuations or additional third-party valuations of underlying assets using different and potentially inconsistent methods, financial reporting requirements under the International Financial Reporting Standards ("IFRS") or other factors.

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

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

The Company holds certain securities, such as privately placed equity, debt, warrants or options, that will not have readily assessable market values. In such instances, the Company will determine the fair value of such securities based on various factors. In connection with securities for which no external pricing information is available, the Company may rely on internal pricing models or third-party valuation agents. Such valuations may vary from similar valuations performed by other independent third parties for similar

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types of securities. The valuation of illiquid securities is inherently subjective and subject to increased risk that the information used to value the security or to create the price models may be inaccurate or subject to other error. Inaccurate valuations may, among other things, hinder the Company from effectively managing its investment portfolios and risks.

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

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

Changes in, or the development of guidance relating to, accounting standards governing the preparation of the Company's financial statements and future events could have a material impact on its reported financial condition, results of operations, cash flows and other financial data.

From time to time, regulators change the financial accounting and reporting standards governing the preparation of the Company's financial statements or the interpretation of those standards. These changes are difficult to predict and can materially impact how the Company records and reports its financial condition, results of operations, cash flows and other financial data. In some cases, the Company may be required to apply a new or revised standard retroactively or to apply an existing standard differently, also retroactively, in each case potentially resulting in the restatement of prior period financial statements and related disclosures. Additionally, the Company's accounting policies and methods are fundamental to how it records and reports its financial condition and results of operations. The preparation of financial statements in conformity with IFRS requires management to make estimates based upon assumptions about future economic and market conditions which affect reported amounts and related disclosures in our financial statements. If subsequent events occur that are materially different than the assumptions and estimates the Company used, its reported financial condition, results of operation and cash flows may be materially negatively impacted.

In addition, the accounting for, and audit standards relating to, digital assets remain subject to further guidance. To the extent that such guidance imposes obligations on audit firms that they are not able to meet with respect to the review of digital assets, the Company could have difficulty in obtaining an audit opinion, filing audited financial statements in a timely manner or obtaining an unqualified opinion.

Risks Related to Taxation

U.S. holders of securities of the Company may suffer adverse tax consequences if we are characterized as a Passive Foreign Investment Company.

Special U.S. federal income tax rules apply to U.S. persons (defined to include but not limited to persons who are U.S. citizens or individual residents of the U.S. (green card holders), or other entities that are treated as U.S. persons under the U.S. federal tax rules) that hold stock (i.e., a "U.S. Holder") of a "passive foreign investment company" (a "PFIC"). The determination of PFIC status is inherently complex, factual, and subject to a number of uncertainties, and can be determined only annually after the close of the relevant calendar year. Generally, if for any taxable year 75% or more of our gross income is passive income, or at least 50% of our assets are held for the production of, or produce, passive income, we would be characterized as a passive foreign investment company for U.S. federal income tax purposes. A U.S. Holder who held shares in the Company during any year the Company was classified as a PFIC potentially faces adverse tax consequences, including having any gains realized on the sale of the shares treated as ordinary income, rather than capital gain, the loss of the preferential rate applicable to dividends received

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on the shares by individuals who are U.S. Holders, having interest charges apply to distributions on the shares and the proceeds of share sales, and being subject to additional tax filings and reporting requirements.

If you are a U.S. Holder of securities of the Company, we strongly urge you consult with your tax adviser regarding the application of these rules to you and your owners, as applicable. The Company is unable to provide advice and nothing described above or in any other public filings of the Company should be construed as advice.

The Canadian and U.S. federal income tax treatment of digital assets is unclear.

Due to the new and evolving nature of digital currencies and the absence of comprehensive guidance with respect to digital currencies, many significant aspects of the Canadian and U.S. federal income tax treatment of digital currencies are uncertain. The operations and dealings of the Company in or in connection with digital assets could be subject to adverse tax consequences in one or more jurisdictions, including as a result of development of the legal regimes surrounding digital assets, and the Company's operating results could be adversely affected thereby. Similarly, the purchase, holding or disposition of securities of the Company could also be subject to adverse treatment or adverse legal developments as a result of the Company's investment and dealings in digital assets through the Company.

There can be no assurance that applicable regulatory authorities will not alter their position with respect to digital currencies in the future. It is also unclear what additional guidance on the treatment of digital currencies for Canadian and U.S. federal income tax purposes may be issued in the future. Any such alteration of the current regulatory positions or additional guidance could result in adverse tax consequences for investors in the Company. Because of the evolving nature of digital currencies, it is not possible to predict potential future developments that may arise with respect to digital currencies. Such developments may increase the uncertainty with respect to the treatment of digital currencies for Canadian and U.S. federal income tax purposes.

The U.S. state, Canadian provincial, local and non-U.S. tax treatment of digital assets is unclear.

It is unclear what further guidance on the treatment of digital currencies for U.S. state and Canadian provincial tax purposes may be issued in the future. Any future guidance on the treatment of digital currencies for U.S. state, Canadian provincial or local tax purposes could result in adverse tax consequences for investors in the Company.

The treatment of digital currencies for tax purposes by non-U.S. jurisdictions may differ from the treatment of digital currencies for U.S. federal, state or local tax purposes. It is possible, for example, that a non-U.S. jurisdiction would impose sales tax or value-added tax on purchases and sales of digital currencies for fiat currency. For instance, if a foreign jurisdiction with a significant share of the market of Bitcoin users imposes onerous tax burdens on digital currency users, or imposes sales or value-added tax on purchases and sales of digital currency for fiat currency, such actions could result in decreased demand for digital currencies in such jurisdiction, which could adversely affect the price of digital currencies.

Shareholders and prospective purchasers of securities of the Company are urged to consult their own tax advisors regarding the treatment of digital assets and the consequences of investing in the Company, which, indirectly through the Company, will invest in digital assets.

DIVIDENDS AND DISTRIBUTION

The Company has not, since its inception, declared or paid any dividends on the Subordinate Voting Shares. The declaration of dividends on the Subordinate Voting Shares is within the discretion of the Board and will depend on the assessment of, among other factors, capital requirements, earnings, and the operating and financial condition of the Company. At the present time, the Company's anticipated capital requirements are such that the Company follows a policy of retaining all available funds and any future earnings in order to finance business development and corporate growth. The Company does not intend to declare or pay cash dividends on its Subordinate Voting Shares within the foreseeable future.

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CAPITAL STRUCTURE

Authorized Capital

As of the date of this AIF, the authorized capital of the Company consisted of an unlimited amount of Subordinate Voting Shares and an unlimited amount of Multiple Voting Shares, both without nominal or par value. Each Multiple Voting Share converts into 1,000 Subordinate Voting Shares.

As of the date of this AIF, there are currently 32,583,077 Subordinate Voting Shares and 65,508.24 Multiple Voting Shares issued and outstanding. The Subordinate Voting Shares represent 33.22% of the aggregate voting rights attached to the Company's securities.

Voting

At a shareholder meeting of the Company, the holders of Subordinate Voting Shares are entitled to one (1) vote in respect of each Subordinate Voting Share held, and the holders of Multiple Voting Shares are entitled to one thousand (1,000) votes in respect of each Multiple Voting Share held.

Dissolution and Liquidation Rights

In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company to its shareholders for the purposes of winding up its affairs, the holders of the Subordinate Voting Shares shall be entitled to participate pari passu with the holders of Multiple Voting Shares, with the amount of such distribution per Subordinate Voting Share equal to the amount of such distribution per Multiple Voting Share divided by one thousand (1,000).

In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company to its shareholders for the purpose of winding up its affairs, the holders of the Multiple Voting Shares shall be entitled to participate pari passu with the holders of Subordinate Voting Shares, with the amount of such distribution per Multiple Voting Share equal to the amount of such distribution per Subordinate Voting Share multiplied by one thousand (1,000); and each fraction of a Multiple Voting Share will be entitled to the amount calculated by multiplying the fraction by the amount payable per whole Multiple Voting Share.

Share Ownership Limitations

The notice of articles of the Company (the "Notice of Articles"), as amended, provides the directors with the discretion to decline to register any person as a holder of a Share of the Company unless that person provides a declaration (and supporting evidence, if requested) showing that it is not a Disqualified Holder. "Disqualified Holders" include:

any initial subscriber or subsequent transferee that is a U.S. person that is not an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933 (the "U.S. Securities Act") and a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act of 1940 (the "1940 Act"); and
any person that the directors determine to whom a sale or transfer of Subordinate Voting Shares and Multiple Voting Shares, or in relation to whom the holding of Subordinate Multiple Voting Shares: (i) would or could be in breach of the laws or requirements of any jurisdiction or governmental authority or in circumstances (whether directly or indirectly affecting such person, and whether taken alone or in conjunction with other persons, connected or not, or any other circumstances) appearing to the directors to be relevant; or (ii) might result in the Company incurring a liability to taxation or suffering a pecuniary, fiscal, legal, administrative or regulatory disadvantage, including the Company's being required to register as an "investment company" under the 1940 Act, the Company's no longer being a "foreign private issuer" for purposes of the Securities Exchange Act of 1934 (the "1934 Act"), the assets of the Company being deemed to be plan assets of a U.S. Benefit Plan Investor (as defined in the Notice of Articles), the Company's

46 -

becoming subject to regulation as a depositary institution holding company subsidiary or otherwise subject to banking law or the Company's otherwise not being in compliance with the 1940 Act, ERISA (as defined in the Notice of Articles), the U.S. Code (as defined in the Notice of Articles) or any other provision of U.S. federal or state law or non-U.S. law.

Conversion Limitation

In order to give effect to the FPI Restriction (as defined in the Company's articles ("Articles")), the number of Subordinate Voting Shares issuable to a holder of Multiple Voting Shares upon exercise by such holder of the share conversion right ("Share Conversion Right") will be subject to the 40% Threshold (as defined in the Company's Articles) based on the number of Multiple Voting Shares held by such holder as of the date of issuance of Multiple Voting Shares to such holder, and thereafter at the end of each of the Company's subsequent fiscal quarters (each, a "Determination Date"), calculated as follows:

$$
X = [A \times 40\% - B] \times (C/D)
$$

Where, on the Determination Date:

X = Maximum Number of Subordinate Voting Shares which may be issued upon exercise of the Share Conversion Right.

A = Aggregate number of Subordinate Voting Shares and Multiple Voting Shares issued and outstanding.

B = Aggregate number of Subordinate Voting Shares and Multiple Voting Shares held of record, directly or indirectly, by U.S. residents.

C = Aggregate Number of Multiple Voting Shares held by such holder.

D = Aggregate Number of All Multiple Voting Shares.

The Conversion Limitation Officer (as defined in the Company's Articles) shall determine as of each Determination Date, in his or her sole discretion acting reasonably, the aggregate number of Subordinate Voting Shares and Multiple Voting Shares held of record, directly or indirectly, by U.S. Residents, the maximum number of Subordinate Voting Shares which may be issued upon exercise of the Share Conversion Right, generally in accordance with the formula set forth immediately above. Upon request by a holder of Multiple Voting Shares, the Company will provide each holder of Multiple Voting Shares with notice of such maximum number as at the most recent Determination Date, or a more recent date as may be determined by the Conversion Limitation Officer in its discretion. To the extent that issuances of Subordinate Voting Shares on exercise of the Share Conversion Right would result in the 40% Threshold being exceeded, the number of Subordinate Voting Shares to be issued will be pro-rated among each holder of Multiple Voting Shares exercising the Share Conversion Right.

Notwithstanding the provisions of A 28.7(c) and (d) of the Company's Articles, the directors may by resolution waive the application of the Conversion Restriction (as defined in the Company's Articles) to any exercise or exercises of the Share Conversion Right to which the Conversion Restriction would otherwise apply, or to future Conversion Restrictions generally, including with respect to a period of time.

Conversion of Subordinate Voting Shares upon an Offer

In the event that an offer is made to purchase Multiple Voting Shares, and such offer is:

(a) required, pursuant to applicable securities legislation or the rules of any stock exchange on which: (i) the Multiple Voting Shares; or (ii) the Subordinate Voting Shares which may be obtained upon conversion of the Multiple Voting Shares; may then be listed, to be made to all or substantially all of the holders of Multiple Voting Shares in a province or territory of Canada to which the requirement applies (such offer to purchase, an "Offer"); and

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(b) not made to the holders of Subordinate Voting Shares for consideration per Subordinate Voting Share equal to 0.001 of the consideration offered per Multiple Voting Share,

each Subordinate Voting Share shall become convertible at the option of the holder into Multiple Voting Shares on the basis of one thousand (1,000) Subordinate Voting Shares for one (1) Multiple Voting Share, at any time while the Offer is in effect until one day after the time prescribed by applicable securities legislation or stock exchange rules for the offeror to take up and pay for such shares as are to be acquired pursuant to the Offer (the "Subordinate Voting Share Conversion Right"). For avoidance of doubt, fractions of Multiple Voting Shares may be issued in respect of any amount of Subordinate Voting Shares in respect of which the Subordinate Voting Share Conversion Right is exercised which is less than one thousand (1,000).

The Subordinate Voting Share Conversion Right may only be exercised for the purpose of depositing the Multiple Voting Shares acquired upon conversion under such Offer, and for no other reason. If the Subordinate Voting Share Conversion Right is exercised, the Company shall procure that the transfer agent for the Subordinate Voting Shares shall deposit under such Offer the Multiple Voting Shares acquired upon conversion, on behalf of the holder.

To exercise the Subordinate Voting Share Conversion Right, a holder of Subordinate Voting Shares or his or her attorney, duly authorized in writing, shall:

(i) give written notice of exercise of the Subordinate Voting Share Conversion Right to the transfer agent for the Subordinate Voting Shares, and of the number of Subordinate Voting Shares in respect of which the Subordinate Voting Share Conversion Right is being exercised;

(ii) deliver to the transfer agent for the Subordinate Voting Shares any share certificate or certificates representing the Subordinate Voting Shares in respect of which the Subordinate Voting Share Conversion Right is being exercised; and

(iii) pay any applicable stamp tax or similar duty on or in respect of such conversion.

No certificates representing Multiple Voting Shares acquired upon exercise of the Subordinate Voting Share Conversion Right will be delivered to the holders of Subordinate Voting Shares. If Multiple Voting Shares issued upon such conversion and deposited under such Offer are withdrawn by such holder, or such Offer is abandoned, withdrawn or terminated by the offeror, or such Offer expires without the offeror taking up and paying for such Multiple Voting Shares, such Multiple Voting Shares and any fractions thereof issued shall automatically, without further action on the part of the holder thereof, be reconverted into Subordinate Voting Shares on the basis of one (1) Multiple Voting Share for one thousand (1,000) Subordinate Voting Shares, and the Company will procure that the transfer agent for the Subordinate Voting Shares shall send to such holder a direct registration statement, certificate or certificates representing the Subordinate Voting Shares acquired upon such reconversion. If the offeror under such Offer takes up and pays for the Multiple Voting Shares acquired upon exercise of the Subordinate Voting Share Conversion Right, the Company shall procure that the transfer agent for the Subordinate Voting Shares shall deliver to the holders of such Multiple Voting Shares the consideration paid for such Multiple Voting Shares by such Offeror.

Dividends and Other Rights

The holders of Subordinate Voting Shares are entitled to receive if, as and when declared by the Board, dividends in such amounts as shall be determined by the Board.

The Subordinate Voting Shares do not carry any pre-emptive, subscription, redemption, retraction, surrender or conversion or exchange rights, nor do they contain any sinking or purchase fund provisions.

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Stock Options

As at December 31, 2025, the Company has granted an aggregate of 5,276,100 stock options (the "Options") to acquire Subordinate Voting Shares pursuant to the terms and conditions of the Company's stock option plan (the "Option Plan") which remain issued and outstanding. As at December 31, 2025, the number of shares remaining available for issuance under the Option Plan is 4,533,032. The terms and conditions of the Option Plan are summarized in the management information circular available under the Company's SEDAR+ profile at www.sedarplus.ca.

Options

Date of Issuance	Number of Options Issued	Exercise Price	Reason for Issuance
September 27, 2021	1,110,000	$0.75	Option grant to four directors and two advisors
December 13, 2021	620,000	$2.45	Option grant to external advisors
December 28, 2021	4,617,500	$2.60	Option grant to officers and employees / contractors
June 6, 2022	2,255,913	$0.75	Option grant to officers, employees / contractors, and to four directors
April 12, 2023	370,000	$0.30	Option grant to directors and a consultant

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MARKET FOR SECURITIES

The Company's Subordinate Voting Shares trade on Cboe under the symbol "HOLD". The following table sets forth, for the Company's financial year ended December 31, 2025 the reported high and low prices and volume traded on Cboe.

Cboe

Month	High (CAD$)	Low (CAD$)	Volume
January 2025	$0.300	$0.110	1,328,344
February 2025	$0.225	$0.100	1,144,761
March 2025	$0.190	$0.095	534,976
April 2025	$0.120	$0.085	1,151,161
May 2025	$0.125	$0.080	1,088,929
June 2025	$0.135	$0.090	499,847
July 2025	$0.200	$0.095	1,489,561
August 2025	$0.220	$0.130	997,306
September 2025	$0.180	$0.105	576,158
October 2025	$0.160	$0.090	689,637
November 2025	$0.105	$0.075	763,601
December 2025	$0.095	$0.070	1,748,924

PRIOR SALES

As at the date of this AIF, to the knowledge of Immutable, the Company has not issued Multiple Voting Shares and/or Subordinate Voting Shares during the year ending December 31, 2025.

ESCROW SECURITIES

As at the date of this AIF, to the knowledge of Immutable, no securities of the Company were held in escrow or are subject to contractual restrictions on transfer other than as disclosed herein.

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EXECUTIVE OFFICERS AND DIRECTORS

Identifying Information and Holdings

The following sets forth the names and province or state and country of residence of our directors and executive officers, the offices held by them in the Company, and their principal occupations during the last five years as at the date of this AIF and as at December 31, 2025.

| Name, Place of Residence and Position | Position and Principal Occupation for Past Five Years | Period Served as a Director and/or Officer of the Company | Multiple Voting Shares beneficially owned or controlled/directed
(Percentage of issued and outstanding Multiple Voting Shares as at December 31, 2025) | Subordinate Voting Shares beneficially owned or controlled/directed
(Percentage of issued and outstanding Subordinate Voting Shares as at December 31, 2025) |
| --- | --- | --- | --- | --- |
| Jordan
Fried^{(1)(12)}
Dorado, Puerto Rico
Chairman | Immutable, Chairman & Former CEO; Hedera Hashgraph LLC, SVP of Global Business Development; Buffered Ltd, CEO | September 24, 2021 to Present | 58,901.557
(89.91%) | Nil |
| Melissa
Charlton^{(1)(2)(12)}
Vancouver, British Columbia, Canada
Interim CEO | Charlton & Company Chartered Professional Accountants, Managing Partner (Principal Occupation); CHC Group LLC, Manager of Financial Reporting | November 15, 2021 to Present | Nil | 2,425^{(5)}
(0.01%) |
| William "Billy" Baxter^{(1)}
Oviedo, Florida
Interim CFO | Immutable, Head of Corporate Development & Operations | July 28, 2025 to Present | Nil | Nil^{(6)} |
| Roger Rai^{(2)(3)(4)}
Toronto, Ontario, Canada
Director
Member of the Audit Committee and Compensation Committee | R3Concepts Inc., Managing Director (Principal Occupation); Rogers Communications, Special Advisor to Chairman; | September 24, 2021 to Present | Nil | Nil^{(7)} |
| Jeffrey Long^{(12)}
Alexandria, Virginia, USA
Director | Attorney and Government Counsel (Principal Occupation) | September 24, 2021 to Present | Nil | Nil^{(8)} |

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| Happy Walters^{(2)(3)(4)} | Catalyst Sports, CEO
(Principal Occupation);
Blue Horizon
Consulting, CEO | September 24, 2021 to
Present | Nil | 2,428,930^{(9)}
(7.45%) |
| --- | --- | --- | --- | --- |
| San Juan, Puerto Rico
Director^{(12)} | | | | |
| Member of the Audit Committee and Compensation Committee | | | | |
| Alberto Franco^{(2)(3)(4)(12)} | Franco Partners Inc.,
CEO (Principal
Occupation) | September 24, 2021 to
Present | 162.423
(0.25%) | 96,154^{(11)}
(0.30%) |
| Miami, Florida, USA
Director | | | | |
| Member of the Audit Committee and Compensation Committee | | | | |

Notes:

(1) Ms. Charlton was appointed as the Company's Interim CFO on November 15, 2021. On July 25, 2025, Mr. Fried ceased to be CEO of the Company and Ms. Charlton was appointed to the position of Interim CEO. William Baxter was appointed as Interim CFO of the Company.

(2) Member of the Audit Committee.

(3) Member of the Compensation Committee.

(4) Member of the Governance Committee.

(5) Ms. Charlton holds Options to purchase 580,000 Subordinate Voting Shares.

(6) Mr. Baxter holds Options to purchase 200,000 Subordinate Voting Shares.

(7) Mr. Rai holds Options to purchase 290,000 Subordinate Voting Shares.

(8) Mr. Long holds Options to purchase 290,000 Subordinate Voting Shares.

(9) Mr. Walters holds Options to purchase 290,000 Subordinate Voting Shares.

(10) Mr. Franco holds Options to purchase 330,000 Subordinate Voting Shares.

(11) Each director of the Company will hold office until the next annual meeting of the Company or until their successor is elected or appointed.

Jordan Fried – Chairman

Mr. Fried is the Chairman of the Company. Mr. Fried is currently the CEO and Director of ZOOZ Power Ltd. He was formerly a member of the founding team of the Hedera Hashgraph network, now a $20 billion dollar network, where he served as Senior Vice President of Business Development. Prior to Hedera Hashgraph, Mr. Fried co-founded and served as CEO of Buffered VPN from 2013 until 2017 when it was acquired in a private equity transaction. Mr. Fried has been involved in the digital asset space since before Bitcoin. He first got involved in digital currencies around MMORPGs (massive multiplayer online role-playing games) in 2005 where he helped form secondary markets around the game "RuneScape".

Melyssa Charlton – Interim CEO

Ms. Charlton is a Chartered Professional Accountant with nine years of experience in public accounting. Ms. Charlton is proficient in International Financial Reporting Standards and U.S. Generally Accepted Accounting Principles. Over the course of her career, Ms. Charlton has provided services to both public and private sector clients reporting in Canada and in the U.S., over a broad range of industries including technology, blockchain, financing, mining & exploration, oil & gas, and air transportation. She has also played a central role in the completion of many successful, complex transactions. Ms. Charlton obtained her Chartered Professional Accountant designation in 2015 and holds a Bachelor in Business Administration from the University of Nevada, Reno. Ms. Charlton served as the Manager of Financial Reporting for CHC Group LLC for two years and was a public company auditor at Davidson & Company LLP for six years. Ms. Charlton's current role as the Managing Partner of Charlton & Company Chartered Professional Accountants, a full-service accounting firm in Vancouver, British Columbia, will add exceptional value to the Immutable team by contributing her strong technical expertise and knowledge of the Canadian markets.

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William "Billy" Baxter – Interim CFO

Prior to his appointment as Interim CFO of the Company, Mr. Baxter served as the Company's Head of Corporate Development & Operations, leading various business development, operations, and digital asset treasury initiatives, including those relating to NFT.com, Immutable Media, and IAM. Prior to joining Immutable, Billy was a Director at Mitsubishi UFJ Financial Group ("MUFG"), where he led U.S. investments for the bank's corporate venture fund, focusing on fintech and blockchain startups. He also led fintech business development and helped shape MUFG's blockchain commercialization strategy. Earlier roles at MUFG included product management for corporate banking and strategy and operations within internal audit. He began his career at KPMG LLP. Billy has been active in the digital asset ecosystem since 2013 and was an early contributor to the Hedera community through his "Gossip Guy" YouTube channel.

Alberto Franco – Director

Mr. Franco is the founder and principal of Franco Partners, Inc., a private investment firm that has focused primarily on aircraft leasing and real estate investments since 2000. Mr. Franco served as director of Sears Hometown and Outlet Stores, Inc. from April to November of 2019. He has also served as a Senior Advisor to Cyrus Capital Partners L.P. since April 2016. Prior to 2000, Mr. Franco was engaged for fifteen years in the proprietary trading operations of several investment banks. Mr. Franco brings to the Board extensive knowledge of capital markets and related financial matters. In the course of his many endeavors, he acquired vast experience in evaluating financial statements presenting a breadth and level of complexity comparable to the work he will undertake as chairman of key committees on the Board.

Roger Rai – Director

Mr. Rai is the Managing Director of R3 Concepts Inc., a company that acts as a basis for investments he makes and consulting services he provides. Mr. Rai was previously the Managing Director of E.S. Rogers Enterprises. In his capacity as Managing Director, Roger advised Edward Rogers, the representative controlling shareholder of Rogers Communications, on business development, revenue development, talent development and sports. Prior to which, Roger was the Vice President, Business Development, of Keek Inc. (TSXV:KEK). In his role at Keek Inc., he oversaw and advised on many corporate issues which range from operational to board/corporate governance affairs. He is currently an advisor to Chobani, Inc., a retail food services company, and is the founder and on the board of the ONEXONE foundation, a charitable organization focused on global child welfare. Mr. Rai holds a Bachelor of Arts from the University of Western Ontario. Throughout his many years of experience, he has acquired an ability to assess both the general and specific application of accounting principles in connection with accounting for estimates, accruals, reserves, as well as planning for future expansion and investment.

Happy Walters – Director

Mr. Walters co-founded and serves as CEO of Catalyst Sports & Media. He earlier co-founded and served as co-president and CEO of Relativity Sports. At Relativity Sports, he led acquisitions and aggressive recruiting, growing the company into the second largest sports agency in the world. He has represented star athletes including Larry Fitzgerald, Leonard Williams and Dez Bryant. He oversaw key areas of the company's day-to-day operations in business segments, including music, fashion, and digital technology. Mr. Walters also presently serves on the board of LifeMD Inc., a NASDAQ-listed Company. In his many years of experience and various roles, he regularly supervised a lead or team of individuals responsible for preparing, analyzing, and evaluating financial statements. Mr. Walters has produced more than 20 films and television productions, such as "We're the Miller", "One in a Billion", and the Grammy-nominated, "I'll Sleep When I'm Dead". He has also supervised and created soundtracks for more than 80 films, including the blockbusters "The Fighter", "The Big Lebowski", "American Pie" and "Blade II."

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Jeffrey Long – Director

Mr. Long is an attorney based in Washington, D.C. Mr. Long attended Harvard Law School where he graduated magna cum laude and was an executive editor of the Harvard Law Review. Following law school, he clerked for a judge on the United States Court of Appeals for the District of Columbia Circuit. In the years since, he has spent time in private practice, with a specialization in litigation and counsel in highly regulated industries, and in the federal government.

Share Ownership by Directors and Executive Officers

As of December 31, 2025, as a group, the Company's directors and executive officers beneficially owned, directly or indirectly, or exercised control over 59,064 Multiple Voting Shares and 2,527,509 Subordinate Voting Shares, representing 90.16% of the issued and outstanding Multiple Voting Shares and 7.76% of the issued and outstanding Subordinate Voting Shares of the Company.

As of December 31, 2025, as a group, the Company's directors and executive officers beneficially owned, directly or indirectly, or exercised control over 1,980,000 Options.

On a fully diluted, fully exchanged basis, the Company's directors and executive officers beneficially own, directly or indirectly, or exercise control over 59,064 Multiple Voting Shares and 4,507,509 Subordinate Voting Shares, representing 90.16% of the issued and outstanding Multiple Voting Shares and 11.91% of the issued and outstanding Subordinate Voting Shares on a fully diluted and fully exchanged basis (and assuming all options and warrants were exercised and "in the money").

CORPORATE CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES AND SANCTIONS

No director or executive officer of the Company is, as at the date of this AIF, or was within 10 years before the date of this AIF, a director, chief executive officer or chief financial officer of any company (including the Company), that was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days:

that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or
that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Except as disclosed below, no director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:

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

No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has

54 -

entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

CONFLICTS OF INTEREST

Other than as disclosed herein, none of our directors, officers or principal shareholders and no associates or affiliates of any of them, have or have had any material interest in any transaction which materially affects us. There are potential conflicts of interest to which our directors and officers will be subject in connection with our operations. In particular, certain of our directors are involved in managerial and/or director positions with other companies whose operations may, from time to time, be in direct competition with our operations or with entities which may, from time to time, provide financing to, or make equity investments in, our competitors. See “Risk Factors – Managing different business lines could present conflicts of interest”.

Some of the individuals acting as directors, managers or officers of the Company, as applicable, are also directors, officers and/or promoters of other reporting and non-reporting issuers. As of the date of this AIF and to the knowledge of the directors and officers of the Company, there are no existing conflicts of interest between the Company or a subsidiary or affiliate of the Company and a proposed director, officer or promoter of the Company or a subsidiary or affiliate of the Company, as applicable.

As a blockchain holding company, the Company intends to engage in a broad spectrum of activities, and it is possible that situations could arise in which the activities of the Company or its affiliates or their partners, members, directors, officers and employees conflict with the interests of the Company's clients and investors.

The Company is committed to monitoring conflicts of interest (real or perceived) of members of the Board and management in accordance with internal policies and report to the Board on compliance with, material departures from, and investigations and any resolutions of complaints received under, such internal policies and approve waivers from such internal policies as deemed appropriate, and where necessary recommend changes to the Board for approval. It is expected that the Company generally will not approve such a related party's transaction or activity if it is subject to an internal restriction (such as those related to the receipt of material, non-public information), or competes or conflicts with the Company's or its affiliates' activities or a client's transaction, or violates the Company's internal policies or any fiduciary duties of the Company or its affiliates to any client, or creates the appearance of impropriety.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

Management knows of no legal proceedings or regulatory actions, contemplated or actual, involving the Company during the financial year ended December 31, 2025 or as of the date of this AIF which could materially affect the Company. However, due to the size and nature of the Company's operations, the Company may, from time-to-time, be subject to threats for potential or actual litigation. As at December 31, 2025, the Company is unable to estimate the financial impact or measure the timing of any existing claims as the probability is remote. In the event that management's estimate of the future resolution of matters changes, the Company will recognize the effects of the changes in its consolidated financial statements on the date such these changes occur.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, no informed person, as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), of the Company, no proposed director of the Company, and no associate or affiliate of any informed person or proposed director has had any material interest, direct or indirect, in any transaction or in any proposed transaction which has materially affected or would materially affect the Company.

55 -

AUDITOR, TRANSFER AGENT AND REGISTRAR

The auditor of the Company is Richter LLP (the "Auditor") at its offices located at 1981 McGill College, Montréal QC, H3A 0G6. As of the date of this AIF, the transfer agent and registrar of the Company is Odyssey Trust Company (the "Transfer Agent"), at its offices located at 350-409 Granville Street, Vancouver, BC, V6C 1T2.

MATERIAL CONTRACTS

The Company is a party to the following material contracts as defined in NI 51-102:

HBAR Purchase and Sale Agreement among Hedera Hashgraph, LLC, IHO1, and IAM dated July 30, 2021, in connection with the purchase of the Hedera network's HBAR cryptocurrency.
Marketing and Call Services Agreement between 1800 and another party dated August 2, 2021, in connection with the procurement of the exclusive right to receive all call traffic to the toll-free telephone number 1-800-Bitcoin.

INTEREST OF EXPERTS

The Company's financial statements for the fiscal year ended December 31, 2025 were audited by Richter LLP. Richter LLP has confirmed that they were independent from the Company within the meaning of the relevant rules and related interpretations prescribed in the relevant professional bodies in Canada and any applicable legislation or regulation through to the audit report date.

AUDIT COMMITTEE

Audit Committee Charter

The Audit Committee of the Board (the "Audit Committee") operates under a written charter that sets out its responsibilities and composition requirements. The text of the Audit Committee charter is appended as Appendix "A" to this AIF.

Composition of the Audit Committee

The Audit Committee is comprised of Roger Rai, Alberto Franco and Happy Walters all of whom are "financially literate" as such term is defined in NI 52-110. Each member of the Audit Committee is considered "independent" pursuant to NI 52-110. A description of the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member may be found above under the heading "Executive Officers and Directors – Identifying Information and Holdings".

Relevant Education and Experience

See heading "Executive Officers and Directors – Identifying Information and Holdings" above for a description of the education and experience of each of the members of the Audit Committee that is relevant to their performance as an audit committee member, in particular, the education and experience that provides the members with:

an understanding of the accounting principles used by the issuer to prepare its financial statements;
the ability to assess the general application of those principles in connection with the accounting for estimates, accruals and provisions;
experience preparing, auditing, analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth

56 -

and complexity of issues that can reasonably be expected to be raised by the issuer's financial statements, or experience actively supervising individuals engaged in such activities; and

an understanding of internal controls and procedures for financial reporting.

Additional information is contained in the Company's most recently filed management information circular available under the Company's SEDAR+ profile at www.sedarplus.ca.

Reliance on Certain Exemptions

At no time since January 1, 2021 has the Company relied on the exemptions in section 2.4 of NI 52-110 (De Minimis Non-audit Services), subsection 3.2 of NI 52-110 (Initial Public Offerings), subsection 3.3(2) of NI 52-110 (Controlled Companies), subsection 3.4 of NI 52-110 (Events Outside Control of Member), subsection 3.5 of NI 52-110 (Death, Incapacity or Resignation), subsection 3.6 of NI 52-110 (Temporary Exemption for Limited and Exceptional Circumstances), subsection 3.8 of NI 52-110 (Acquisition of Financial Literacy) or an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions) by a securities regulatory authority or regulator.

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Company's Board.

Pre-Approval Policies and Procedures

The Audit Committee has authority and responsibility for pre-approval of all non-audit services to be provided to the Company or its subsidiary entities by the external auditors or the external auditors of the Company's subsidiary entities, unless such pre-approval is otherwise appropriately delegated or if appropriate specific policies and procedures for the engagement of non-audit services have been adopted by the Audit Committee.

External Auditor Service Fees by Category

The aggregate fees billed by the Company's auditor in the last two (2) financial years for services in each of the categories indicated are as follows:

Financial Year Ending	Audit Fees^{(1)}	Audit-Related Fees^{(2)}	Tax Fees^{(3)}	All Other Fees^{(4)}
December 31, 2025	$145,000	Nil	Nil	Nil
December 31, 2024	$145,000	Nil	Nil	Nil

Notes:

(1) "Audit Fees" include aggregate fees billed by the Company's external auditor in each of the last two fiscal years for audit fees.

(2) "Audit-Related Fees" include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company's external auditor that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under "Audit Fees" above.

(3) "Tax Fees" include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company's external auditor for tax compliance, tax advice and tax planning.

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

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MARKET CONTROLS AND REGULATION

Below is a description of the regulation, requirements or regimes that are, or are expected to be, applicable to Immutable businesses by jurisdiction.

The worldwide regulation of investing and financial businesses is extremely complex; digital assets make up a relatively new and rapidly evolving space. Immutable is expected to be guided in significant part by regulatory regimes that are not clear or are not yet developed. Immutable intends to use its internal legal and compliance expertise, in consultation with its outside counsel, to determine how to engage in its business activities so as to obtain the appropriate licenses or to be able to rely on an exception or exemption from any relevant registration requirement. Immutable will continue to monitor the laws and guidance issued in these jurisdictions that may be applicable to its business.

United States

CFTC Regulation – The Commodity Futures Trading Commission (“CFTC”) regulates markets in listed futures and various types of over-the-counter derivatives on commodities, when traded in, into or from the United States. The CFTC has taken the position that certain digital assets, including Bitcoin and Ether, are commodities under the Commodity Exchange Act of 1936 (the “CEA”).

In recent years, the CFTC has continued to assert jurisdiction over digital asset markets, particularly with respect to derivatives and enforcement of its anti-fraud and anti-manipulation authority in spot markets. The CFTC has brought enforcement actions against a number of digital asset trading platforms and market participants for offering derivatives products to U.S. persons without appropriate registration and for failures relating to compliance and market conduct (CFTC enforcement actions, 2023–2025).

While trading in digital assets on a spot basis generally does not require registration under the CEA, the CFTC maintains enforcement authority over such activities. Market participants engaging in derivatives, leveraged transactions, or intermediary activities involving digital assets may be subject to registration and regulatory requirements, including disclosure, reporting, and compliance obligations. These may include registration as a futures commission merchant, swap dealer, or commodity pool operator, depending on the nature of the activities conducted.

While Immutable does not currently engage in activities that would require registration with the CFTC, certain future activities, including trading in derivatives or engaging in leveraged digital asset transactions, could be subject to CFTC jurisdiction. The Company continues to monitor developments in this area as part of its broader compliance and strategic planning.

SEC Regulation – The U.S. Securities and Exchange Commission (“SEC”) regulates the offering, sale, and trading of securities, as well as ongoing disclosure requirements applicable to public companies under U.S. federal securities laws. The SEC has taken the position that certain digital assets may constitute securities depending on the facts and circumstances, including the manner in which they are offered and sold.

Since 2023, the SEC has increased its regulatory oversight of the digital asset industry through enforcement actions and public statements, including actions against digital asset exchanges, token issuers, and lending platforms (SEC enforcement actions, 2023–2025). These actions have focused on allegations relating to the offering of unregistered securities, operation of unregistered trading platforms, and failures to comply with broker-dealer or exchange registration requirements.

At the same time, regulatory developments have continued to evolve. In 2024, the SEC approved the listing and trading of spot Bitcoin exchange-traded products on U.S. exchanges, representing a significant milestone in the integration of digital assets into traditional financial markets (SEC Orders, 2024). In 2025, the SEC has continued to evaluate additional digital asset-related products and has provided further guidance through rulemaking proposals and enforcement activity, although a comprehensive regulatory framework for digital assets has not yet been established.

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As a general matter, transactions involving securities, including digital assets that may be characterized as securities, are subject to the registration requirements of the U.S. Securities Act, or must qualify for an exemption from registration. Market participants may also be subject to registration under the 1934 Act if they engage in activities such as brokerage, dealing, or operating trading platforms. The application of these requirements depends on a facts and circumstances analysis and remains an evolving area of regulatory interpretation.

Immutable does not currently operate a business that is registered with the SEC; however, certain digital assets or activities undertaken by the Company could be subject to SEC oversight depending on their characterization under U.S. securities laws. The Company evaluates these considerations on an ongoing basis as it assesses existing operations and potential future business initiatives.

FinCEN Regulation – The Financial Crimes Enforcement Network ("FinCEN"), a bureau of the U.S. Department of the Treasury, administers and enforces the Bank Secrecy Act, which applies to certain digital asset activities. FinCEN has taken the position that certain participants in the digital asset ecosystem, including exchanges, custodians, and other intermediaries, may be considered money services businesses ("MSBs") and therefore subject to registration, reporting, recordkeeping, and anti-money laundering compliance obligations.

MSBs are required to implement risk-based anti-money laundering programs, conduct know-your-customer procedures, and comply with reporting requirements, including suspicious activity reporting. FinCEN has continued to provide guidance and pursue enforcement actions in the digital asset sector, including in relation to unregistered money transmission and AML compliance failures (FinCEN guidance and enforcement actions, 2023–2025).

Immutable does not currently operate as a registered money services business under FinCEN. However, certain activities involving the transfer or custody of digital assets could be subject to FinCEN regulation depending on the structure of such activities. The Company monitors these requirements as part of its compliance framework and evaluation of future business opportunities.

Virtual Currency Business Activity in New York – The New York State Department of Financial Services ("NYDFS") requires that any person or entity engaging in virtual currency business activity involving New York or New York residents, other than for personal use, must obtain a license, commonly referred to as a "BitLicense," or operate under a limited purpose trust charter, unless an exemption applies.

Virtual currency business activity generally includes activities such as transmitting digital assets, custody or safekeeping of digital assets on behalf of others, buying or selling digital assets as a business, or issuing or administering digital assets. Licensed entities are subject to ongoing regulatory requirements, including anti-money laundering and know-your-customer obligations, cybersecurity standards, capital requirements, consumer protection measures, and periodic reporting obligations.

Since 2023, NYDFS has enhanced its supervisory expectations and enforcement activity in the digital asset sector, including updated guidance relating to coin listing and delisting policies and additional requirements applicable to stablecoin issuers, particularly with respect to reserve management and redemption practices (NYDFS Guidance, 2023–2025).

While Immutable does not currently operate a regulated virtual currency business subject to NYDFS licensing, certain future activities or counterparties could be subject to these requirements. The Company continues to monitor developments in this regulatory framework as part of its broader compliance and strategic planning.

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Canada

The Company, including through IAM, operates within the evolving regulatory framework applicable to digital assets and investment-related activities in Canada. Canadian securities regulators, including the Canadian Securities Administrators and the British Columbia Securities Commission, have provided guidance indicating that certain digital asset activities, including trading platforms, custody arrangements, and investment fund structures, may be subject to securities laws depending on the specific facts and circumstances.

IAM previously operated an investment vehicle (targeting primarily U.S. investors) and earned digital assets as compensation for its management. The Company's current activities, specifically for this business line are primarily focused now on managing its existing assets and evaluating strategic opportunities, rather than offering investment products to third parties. The Company continues to evaluate its business activities and strategic opportunities, and may consider registration or reliance on available exemptions in the future if its activities evolve in a manner that would require such registration under applicable securities laws.

The Company monitors regulatory developments in Canada as part of its broader compliance framework and seeks to structure its activities in a manner that is consistent with applicable laws and guidance.

ADDITIONAL INFORMATION

Additional information, including directors' and officers' remuneration and indebtedness, the Company's principal Shareholders, and securities authorized for issuance under equity compensation plans, if applicable, is contained in the Company's most recently filed Statement of Executive Compensation and/or the Company's most recently filed information circular for its most recent annual meeting of Shareholders, both of which are available under the Company's SEDAR+ profile at www.sedarplus.ca.

Additional financial information is provided in the:

audited financial statements of the Company for the fiscal year ended December 31, 2025, together with the notes thereto and the auditor's report thereon; and
management's discussion and analysis of financial condition and results of operations of the Company for the fiscal year ended December 31, 2025 (collectively, the "Financial Disclosure").

The Financial Disclosure is available under the Company's SEDAR+ profile at www.sedarplus.ca.

A-1

APPENDIX A - AUDIT COMMITTEE CHARTER

IMMUTABLE HOLDINGS INC.

Mandate

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

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

Composition

The Committee shall be comprised of at least three directors as determined by the Board of Directors, the majority of whom shall be free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Committee.

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

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

Meetings

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

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

(a) Review and update this Charter annually.

(b) Review the Company's financial statements, MD&A and any annual and interim earnings, press releases pertaining to financial matters before the Company publicly discloses this information, and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

A-2

External Auditors

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

(b) Obtain annually, a formal written statement from the external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board - Standard 1.

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

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

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

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

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

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

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

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

ii. such services were not recognized by the Company at the time of the engagement to be non-audit services; and

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

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

Financial Reporting Processes

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

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

A-3

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

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

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

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

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

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

(i) Review certification process.

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

Other

Review, with the Company's counsel, any legal matters that could have a significant impact on the Company's financial statements; and to review any related-party transactions.

AI assistant

Immutable Holdings Inc. — Annual Report 2025

47517_rns_2026-03-30_a2cd44e6-9e50-4869-be00-f97eeae7779c.pdf

Immutable Holdings

TABLE OF CONTENTS

TERMS OF REFERENCE

CURRENCY AND EXCHANGE RATE INFORMATION

CAUTION REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS

CORPORATE STRUCTURE

Intercorporate Relationships

Immutable Asset Management LLC

The NFT Company Inc.

NFT.com LLC

1-800-Bitcoin LLC

HBAR Labs LLC

CBDC LLC

GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

DESCRIPTION OF THE BUSINESS

General

Industry Origins

Emergence of Blockchain

Stated Business Objectives

Business Descriptions and Analysis

Immutable Asset Management

TPA Agreement

HBAR Corporate Holdings

NFT.com

Immutable Media

1-800-Bitcoin LLC

1-800-Bitcoin Exclusive Shared Use Lease Agreement

HBAR Labs LLC

Other Business Lines

Market Size, Scope and Competition

Employees, Specialized Skill and Knowledge

Intangible Properties

Domain Names

MyHBARwallet.com

Bitcoinbook.com

Coffeeandcrypto.com

RISK FACTORS

Risks associated with DeFi

Risks related to NFTs.

Risks Related to Taxation

DIVIDENDS AND DISTRIBUTION

CAPITAL STRUCTURE

Authorized Capital

Voting

Dissolution and Liquidation Rights

Share Ownership Limitations

Conversion Limitation

Conversion of Subordinate Voting Shares upon an Offer

Dividends and Other Rights

Stock Options

Options

MARKET FOR SECURITIES

Cboe

PRIOR SALES

ESCROW SECURITIES

EXECUTIVE OFFICERS AND DIRECTORS

Identifying Information and Holdings

Share Ownership by Directors and Executive Officers

CORPORATE CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES AND SANCTIONS

CONFLICTS OF INTEREST

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

AUDITOR, TRANSFER AGENT AND REGISTRAR

MATERIAL CONTRACTS

INTEREST OF EXPERTS

AUDIT COMMITTEE

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Reliance on Certain Exemptions

Audit Committee Oversight

Pre-Approval Policies and Procedures

External Auditor Service Fees by Category

Notes:

MARKET CONTROLS AND REGULATION

United States

Immutable Holdings Inc. Annual Report 2025