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Immutable Holdings Inc. Audit Report / Information 2025

Mar 31, 2026

47517_rns_2026-03-30_383c6d44-15c1-48cc-9560-0acb22594474.pdf

Audit Report / Information

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Immutable Holdings

Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(Expressed in Canadian Dollars)

1


IC

RICHTER

BUREAU FAMILIAL: D'AFFAIRES

BUSINESS: FAMILY OFFICE

Independent Auditor's Report

To the Shareholders of
Immutable Holdings Inc.

Opinion

We have audited the consolidated financial statements of Immutable Holdings Inc. which comprise the consolidated statements of financial position as at December 31, 2025 and 2024, and the consolidated statements of loss and comprehensive loss, consolidated statements of shareholders' equity and consolidated statements of cash flows for the years ended December 31, 2025 and 2024, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards ("IFRS").

Basis for Opinion

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

Emphasis of Matter

We draw attention to Note 1 in the consolidated financial statements, which indicates that while the Company maintains a positive working capital position as of December 31, 2025, it has not yet identified a business strategy or identified revenue streams to sustain future operations. Management is currently evaluating potential business opportunities. At this time, no formal plans or agreements have been established. As stated in Note 1, these events or conditions, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

MONTRÉAL

1981 McGill College
Montréal QC H3A 0G6
514.934.3400

TORONTO

181 Bay St., #3510
Bay Wellington Tower
Toronto ON M5J 2T3
416.488.2345

CHICAGO

200 South Wacker Dr., #3100
Chicago, IL 60606
312.828.0800

RICHTER.CA


RICHTER BUREAU FAMILIAL D'AFFAIRES
RICHTER BUSINESS FAMILY OFFICE

Key audit matters

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

We have determined that there are no key audit matters to communicate in our auditors' report.

Information Other than the Consolidated Financial Statements and Auditor's Report Thereon

Management is responsible for the other information. The other information comprises the information, other than the consolidated financial statements and our auditor's report thereon, in Management's Discussion and Analysis of Financial Condition and Operations.

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

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis of Financial Condition and Operations prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

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

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.


RICHTER BUREAU FAMILIAL · D'AFFAIRES
RICHTER BUSINESS · FAMILY OFFICE

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit.

We also:

  • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.


RICHTER BUREAU FAMILIAL · D'AFFAIRES
RICHTER BUSINESS · FAMILY OFFICE

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is Shawn Rozansky, CPA.

Richter LLP

Chartered Professional Accountants
Licensed Public Accountants

Montreal, Québec
March 30, 2026


3

Immutable Holdings Inc.

Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)

Notes December 31, 2025 December 31, 2024
Assets $ $
Current
Cash 3,182,412 8,295,966
Digital assets 5 7,601,098 19,171,478
GST receivable 35,078 -
Prepaid expenses 9 267,389 270,777
Total current assets 11,085,977 27,738,221
Equipment 8 - 3,153
Total assets 11,085,977 27,741,374
Liabilities
Current
Accounts payable and accrued liabilities 185,771 431,887
Deferred tax liability 14 - 1,042,000
Total liabilities 185,771 1,473,887
Shareholders’ equity
Share capital 10 24,221,218 24,221,218
Reserves 10 5,970,939 5,888,481
Accumulated other comprehensive income 3,942,483 16,307,588
Deficit (23,234,434) (20,149,800)
Total shareholders’ equity 10,900,206 26,267,487
Total liabilities and shareholders’ equity 11,085,977 27,741,374

Nature and continuance of operations (Note 1)
Provisions (Note 15)

"Jeff Long"
Director

"Alberto Franco"
Director

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


Intangible Holdings Inc.

Consolidated Statements of Loss and Comprehensive Loss

(Expressed in Canadian Dollars)

For the year ended Notes December 31, 2025 December 31, 2024
Income $ $
Management and performance fees 6,11 - 4,630,855
- 4,630,855
Operating expenses
Consulting fees 11 603,102 555,025
Custodian fees 59,258 135,950
Depreciation 8 3,145 29,445
Filing and transfer agent fees 135,522 90,544
General and administrative 150,092 189,793
Insurance 253,223 260,880
Marketing 8,992 19,720
Payroll 11 305,175 366,912
Professional fees 11 2,289,752 2,591,618
Rent 7 143,730 91,896
Share-based payments 10,11 82,458 179,297
Website development 48,224 246,564
(4,082,673) (4,757,644)
Loss before other items (4,082,673) (126,789)
Gain on sale of digital assets 5 - 76,374
Revaluation loss on digital assets 5,6 - (771,572)
Other income - 216
Foreign exchange loss (43,961) (32,938)
Loss and comprehensive loss before income taxes (4,126,634) (854,709)
Deferred tax recovery (expense) 14 1,042,000 (1,042,000)
Loss and comprehensive loss for the year (3,084,634) (1,896,709)
Other comprehensive (loss) income
Foreign currency translation (769,256) 1,547,815
Net unrealized (depreciation) appreciation on investments 5,6 (11,595,849) 12,842,573
Comprehensive (loss) income for the year (15,449,739) 12,493,679
Basic and diluted loss per share (0.03) (0.02)
Weighted average number of voting shares outstanding – basic and diluted 10 98,091,317 98,091,317

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


5

Immutable Holdings Inc.

Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)

For the years ended Notes December 31, 2025 December 31, 2024
$ $
Cash provided by (used in):
Operating activities
Loss for the year (3,084,634) (1,896,709)
Items not involving cash:
Depreciation 8 3,145 29,445
Deferred tax (recovery) expense 14 (1,042,000) 1,042,000
Share-based payments 10 82,458 179,297
Gain on sale of digital assets 5 - (76,374)
Revaluation loss on digital assets 5,6 - 771,572
Unrealized loss (gain) on foreign exchange 7 (22)
Changes in non-cash working capital items:
Digital assets - (3,632,560)
Prepaid expenses (9,653) 240,397
GST receivable (35,078) 170,892
Other receivable - 52,178
Accounts payable and accrued liabilities (245,666) 152,239
Deferred revenue - (657,830)
Net cash used in operating activities (4,331,421) (3,625,475)
Investing activity
Digital assets purchased 5 (480,653) -
Net cash used in investing activity (480,653) -
Net change in cash during the year (4,812,074) (3,625,475)
Change in foreign exchange – cash and other (301,480) 766,900
Cash, beginning of year 8,295,966 11,154,541
Cash, end of year 3,182,412 8,295,966

Supplementary cash flow information (Note 16)

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


6

Immutable Holdings Inc.

Consolidated Statements of Shareholders' Equity
(Expressed in Canadian Dollars)

Share capital
Outstanding shares
MVS SVS Amount Reserves AOCI Deficit Total
$ $ $ $ $
Balance, December 31, 2023 66,318 31,773,434 24,221,218 5,709,184 1,917,200 (18,253,091) 13,594,511
Share-based payments - - - 179,297 - - 179,297
Net unrealized appreciation on investments - - - - 12,842,573 - 12,842,573
Foreign currency translation adjustment - - - - 1,547,815 - 1,547,815
Loss for the year - - - - - (1,896,709) (1,896,709)
Balance, December 31, 2024 66,318 31,773,434 24,221,218 5,888,481 16,307,588 (20,149,800) 26,267,487
Share-based payments - - - 82,458 - - 82,458
Conversion of MVS to SVS (810) 809,643 - - - - -
Net unrealized depreciation on investments - - - - (11,595,849) - (11,595,849)
Foreign currency translation adjustment - - - - (769,256) - (769,256)
Loss for the year - - - - - (3,084,634) (3,084,634)
Balance, December 31, 2025 65,508 32,583,077 24,221,218 5,970,939 3,942,483 (23,234,434) 10,900,206

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


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

Immutable Holdings Inc. (the "Company" or "Immutable") focuses on developing business lines in the digital asset and blockchain industries. Immutable is the resulting issuer after giving effect to a transaction contemplated in a Business Combination Agreement dated August 4, 2021 between Immutable Holdings Inc., Bexar Ventures Inc. ("Bexar") and 1309023 B.C. Ltd.

Bexar was incorporated under the provisions of the Business Corporations Act of British Columbia on January 31, 2017. On March 27, 2018, Bexar begun trading on the Canadian Stock Exchange under the symbol "BXV". Immutable was initially formed on December 22, 2020 pursuant to the General Corporation Law of the State of Delaware. On September 24, 2021, Bexar and Immutable completed a reverse takeover transaction ("RTO"). Reverse acquisition accounting was applied on the RTO and the financial information reflected the continuation of the financial position, operating results and cash flows of Immutable Holdings Inc. The Company changed its name from Bexar Ventures Inc. to Immutable Holdings Inc. and resumed trading on the CBOE Canadian Exchange ("CBOE") on September 28, 2021 under the new symbol "HOLD". During the year ended December 31, 2023, the Company's shares were listed on the OTCBQ Venture Market and began trading under the symbol "IHLDF".

The Company's registered office is located at Suite 2200, 700 West Georgia Street, Vancouver, British Columbia, V7Y 1K8.

These consolidated financial statements have been prepared on the basis of accounting principles applicable to going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company's ability to continue as a going concern is dependent upon its ability to generate sufficient cash flows and fund its operations through revenue generating activities, equity financings, or through other means. As at December 31, 2025, the Company had a deficit of $23,234,434 (2024 - $20,149,800, however it had a cash balance of $3,182,412 (December 31, 2024 - $8,295,966) and a positive working capital of $10,900,206 (December 31, 2024 - $26,264,334). The Company's continuation as a going concern is dependent on its ability to attain profitable operations. The Company is currently evaluating its strategic options, which may include reengaging a number of its business lines and continue to seek opportunities to reintroduce certain products and pursue new business development initiatives, as well as seek potential acquisitions and or partnerships streams to sustain future operations. Management is currently evaluating potential business opportunities. At this time, no formal plans or agreements have been established. These circumstances comprise a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern. Management estimates that the Company has sufficient funds to maintain its existing operations and activities for the upcoming year.

2. BASIS OF PRESENTATION

Statement of compliance

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

These consolidated financial statements for the years ended December 31, 2025 and 2024 were authorized for issuance by the Board of Directors on March 31, 2026.


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

2. BASIS OF PRESENTATION (continued)

Basis of measurement

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

Basis of consolidation

These consolidated financial statements incorporate the financial statements of the Company, which is located in British Columbia, Canada, and the following subsidiaries:

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

Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are included in the consolidated financial statements from the date control is obtained until the date control ceases. All significant intercompany transactions and balances have been eliminated.

Functional and presentation currency

These consolidated financial statements are presented in Canadian Dollars. Items included in the consolidated financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates. The functional currency of the parent company is the Canadian dollar and the functional currency of the Company's subsidiaries is the US dollar ("USD").

Critical accounting judgements and estimates

The preparation of the Company's consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company operates in the blockchain and digital asset space, many aspects of which are not specifically addressed by current IFRS guidance. Management has exercised significant judgement as to the application of IFRS and the selection of appropriate accounting policies.


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

2. BASIS OF PRESENTATION (continued)

Critical accounting judgements and estimates (continued)

In the event authoritative guidance is enacted by the IASB, the Company may be required to change its policies which could result in a change in the Company's financial position and earnings.

Estimates and assumptions are continually evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.

Critical accounting judgements

Revenue recognition

The application of the Company's accounting policies for revenue recognition of management fees, performance fees, and interest income requires judgement in determining the contract types and the timing and recognition of revenues over contract terms.

Accounting for cryptocurrencies

Accounting for investments in digital currencies requires management to make judgements based on the entity's business model and its purpose and intent for investing in the assets, the nature and use of the assets and the expected timeline of the use. The Company currently holds certain digital assets, which are considered to be identifiable non-monetary assets without physical substance. The digital assets were acquired through sales and royalties initiated on the Company's www.nft.com platform, as well as through performance fee payments for managing the Immutable HBAR Opportunity 1 LLC Fund. The Company may convert digital assets into fiat currency in order to manage liquidity and risk exposure, in a reasonable timeframe. As a result, management has determined that the digital assets should be accounted for as intangible assets under IAS 38 – Intangible Assets as current assets on the statement of financial position. This judgement includes consideration of the operations, strategy and intent of management.

The Company applies the revaluation method to the asset classes whereby there is an active market in which the digital assets are traded. Management exercises judgement in defining active markets and assesses whether there is sufficient frequency and volume to provide pricing information on an ongoing basis.

Transactions

Judgment is used when determining whether an acquisition is a business combination or an asset acquisition. There are judgements in measuring the fair value of equity instruments issued as consideration and in allocating the fair value of consideration paid to the assets acquired and liabilities assumed. For asset acquisitions made in exchange for contingent consideration, management must develop and assess expectations for the probability of the liability being triggered in the future.


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

2. BASIS OF PRESENTATION (continued)

Critical accounting judgements and estimates (continued)

Going concern

The assessment of the Company’s ongoing viability as an operating entity and determination of the related disclosures require significant judgment. In assessing the Company’s ability to continue as a going concern, market and regulatory factors are considered.

Identifying whether a contract includes a lease

Judgement is applied when determining whether a contract contains a lease. Management applies judgment on certain factors, including whether the supplier or lessor has substantive substitution rights and if the Company obtains substantially all of the economic benefits in the identified asset and the rights to direct the use of that asset. In addition, management exercises judgement in determining whether variable payments should be included in the calculation of a lease liability.

Critical accounting estimates

Share-based payments

Where applicable, the fair value of certain equity instruments is subject to the limitations of the Black-Scholes Option Pricing Model. The Company’s use of an option pricing model requires inputs of highly subjective assumptions, including the volatility of share prices, forfeiture rates, risk-free rates and the expected term of the instrument.

Current and deferred taxes

The Company’s provision for income taxes is estimated based on the expected annual effective tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The current and deferred components of income taxes are estimated based on forecasted movements in temporary differences. Changes to the expected annual effective tax rate and differences between the actual and expected effective tax rate and between actual and forecasted movements in temporary differences will result in adjustments to the Company’s provision for income taxes in the period changes are made and/or differences are identified.

3. MATERIAL ACCOUNTING POLICY INFORMATION

Cash and cash equivalents

Cash and cash equivalents may include cash on hand, demand deposits and short-term highly liquid investments that are readily convertible into known amounts of cash, with maturities of 90 days or less when acquired. As at December 31, 2025 and 2024, the Company did not have any cash equivalents.


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Digital assets

Digital assets consist of cryptocurrency denominated assets and are included in current assets. Digital assets meet the definition of intangible assets as they are identifiable non-monetary assets without physical substance. Digital assets are initially recorded at the fair value on both the acquisition date and the date earned as revenues. Subsequently, the Company has elected to use the revaluation model for its digital assets, which is to measure the asset at fair value with reference to the principal market on the date of revaluation, less any subsequent amortization and impairment losses.

Under the revaluation method, increases in fair value are recorded in other comprehensive income, while decreases are recorded in profit or loss. There is no recycling of gains from other comprehensive income to profit or loss. However, to the extent that an increase in fair value reverses a previous decrease in fair value that has been recorded in profit or loss, that increase is recorded in profit and loss. Decreases in fair value that reverse gains previously recorded in other comprehensive income are recorded in other comprehensive income. The Company revalues its digital assets at the end of each quarter, on the period end dates. The Company has determined that its cryptocurrency holdings of Ethereum, WETH, HBAR and USDC are traded in active markets and their fair values are based on quoted prices at the end of each reporting period as of 12:00 UTC.

Foreign exchange

Foreign currency transactions are translated into the Company and its subsidiaries' functional currencies using the exchange rates prevailing at the date of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at exchange rates prevailing at the reporting date are recognized in profit or loss.

At year end, the Company's results are translated into Canadian dollars. The assets and liabilities are translated into Canadian dollars at the rate of exchange prevailing at the reporting date and income and expenses are translated at exchange rates prevailing at the date of transactions. The exchange differences arising on the translation are recognized as foreign currency translation in other comprehensive (loss) income.

Revenue recognition

NFT sales

During the year ended December 31, 2022, the Company sold a collection of fully animated non-fungible tokens ("NFTs") referred to as Genesis Keys, in two tranches. Each Genesis Key includes the key and four unique profile mints. The Genesis Keys are separable into five identifiable NFTs representing a bundle of goods that is distinct that are substantially the same, and transfer to the customer in a single package. The transaction price for a Genesis Key is fixed in each tranche of the sale and enforced through smart contracts. The Company considers its performance obligation to be satisfied at the point in time when the transaction is processed, the keys are transferred, and the consideration is received.


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Revenue (continued)

The Company has the ability to earn a 7.5% royalty on the re-sale of a Genesis Key or any of its profiles on a secondary marketplace. As royalty revenue cannot be reliably measured in advance, revenue is not recognized until the underlying sales activity has been completed and the funds have deposited into the Company's designated wallets.

Gains or losses on the sale of crypto assets for traditional (fiat) currencies are included in the consolidated statements of loss and comprehensive loss.

HBAR Opportunity 1 LLC Fund

The Company recognizes revenue from management and performance fees earned on the HBAR Opportunity 1 LLC Fund (the "Fund").

For the management fee, the consideration received is based on a pre-determined fixed fee paid up front and is allocated to the performance obligations in the contracts. Management fees collected prior to being earned are recorded as deferred revenues. Revenue is recognized over the time during which the assets are managed, or the term of the contract, as the performance obligations are satisfied.

The Company recognizes performance fee revenue monthly, as it is earned. The transaction price is measured using the prevailing HBAR market price over the last five days of the month the performance fee is earned in, multiplied by the tokens being distributed. The fee is earned and paid to the Company in HBAR. There were no unsatisfied performance obligations as at year end.

Equipment

Equipment is recorded at cost less accumulated depreciation and impairment losses. The cost of an item consists of the purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for its intended use. Computers and studio equipment are depreciated on a straight-line basis over three years. Equipment that is withdrawn from use or has no reasonable prospect of being recovered through use or sale, is regularly identified and written-off. The assets' residual values, depreciation methods and useful lives are reviewed, and adjusted if appropriate, at each reporting date.

Subsequent expenditures relating to an item of equipment are capitalized when it is probable that future economic benefits from the use of the assets will be increased. All other subsequent expenditures are recognized as repairs and maintenance expense.

Financial instruments

Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss ("FVTPL"), at fair value through other comprehensive income (loss) ("FVTOCI") or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Financial instruments (continued)

contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

Measurement

Financial assets and liabilities carried at amortized cost are initially recognized at fair value, plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financial assets and liabilities carried at FVTPL are initially and subsequently recorded at fair value and transaction costs are expensed through profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in profit or loss in the period in which they arise.

Selected investments in equity instruments at FVTOCI are initially recorded at fair value plus transaction costs. Subsequently, they are measured at fair value, with gains and losses recognized in other comprehensive income. The Company does not hold any financial assets classified as FVTOCI.

Impairment of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in profit or loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

Derecognition of financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the consolidated statements of loss and comprehensive loss.

Derecognition of financial liabilities

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. Generally, the difference between the carrying amount of the financial


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Financial instruments (continued)

liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

Share capital

The voting securities of the Company consist of an unlimited number of subordinated voting shares ("SVS" or "Subordinated Voting Shares") and multiple voting shares ("MVS" or "Multiple Voting Shares"). The SVS and MVS are classified as equity instruments (together the "Voting Shares").

The Company records proceeds from share issuances net of issue costs and any tax effects in shareholders' equity. Shares issued for consideration other than cash are valued based on their market value at the date the shares were granted.

The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates the value to the more easily measurable component based on fair value and then the residual value, if any, to the less measurable component. The Company considers the fair value of common shares issued in a unit private placement to be the more easily measurable component. The balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded as reserves.

Share issuance costs

Professional, consulting, regulatory and other costs directly attributable to financing transactions are recorded as deferred share issuance costs until the financing transactions are completed, if the completion of the transaction is considered likely; otherwise, they are expensed as incurred. Share issuance costs are charged to share capital when the related shares are issued. Deferred share issuance costs related to financing transactions that are not completed are charged to expenses.

Share-based payments

The Company grants stock options to directors, officers, employees and service providers. The Company records all share-based payments at their fair value. Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received, or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured. The corresponding amount is charged to reserves.

The Company uses the Black-Scholes Option Pricing Model to estimate the fair value of share-based payments. The share-based payment costs are charged to operations over the option's vesting period. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Share-based payments (continued)

Agents' options and warrants issued in connection with financing arrangements are recorded at their fair value using the Black-Scholes Option Pricing Model on the date of issue as share issuance costs. On the exercise of stock options and agents' options and warrants, share capital is credited for consideration received and for fair value amounts initially recognized in reserves.

Earnings (loss) per share

Basic earnings (loss) per share is computed by dividing net earnings (loss) available to the shareholders by the weighted average number of shares outstanding during the reporting period. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting period. Diluted loss per share excludes all dilutive potential equity instruments if their effect is anti-dilutive.

Non-controlling interest

Where the Company's interest in a subsidiary is less than 100%, the interest attributable to outside shareholders is reflected in non-controlling interests. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Company's equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling interests' share of changes in equity since the date of the combination. The carrying amount of a non-controlling interest is adjusted to reflect the change in the non-controlling interest's relative interest in the subsidiary, and the difference between the adjustment to the carrying amount of non-controlling interests and the Company's share of proceeds received and/or consideration paid is recognized directly in equity. The Company has a non-controlling interest in its subsidiary NFT.com LLC. As at December 31, 2025 and 2024, there were no transactions in NFT.com LLC.

Segmented operations

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker is responsible for allocating resources and assessing performance of each of the operating segments.

Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Provisions

Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount can be made. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset over a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all of the economic benefits from the use of the asset during the term of the contract and it has the right to direct the use of the asset.

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. The right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date discounted by the interest rate implicit in the lease or, if that rate cannot be readily determined the incremental borrowing rate. The lease liability is subsequently measured at amortized cost using the effective interest method. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments, and amounts expected to be payable at the end of the lease term.

The Company does not recognize the right-of-use assets and lease liabilities for short-term leases that have a lease term of twelve months or less. The lease payments associated with these leases are charged directly to income on a straight-line basis over the lease term.

Income taxes

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

Deferred tax is recognized in respect of temporary differences, between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for relating to goodwill not deductible for tax purposes, the initial recognition of assets and liabilities that affect neither accounting nor taxable loss, and differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.

16


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Income taxes (continued)

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Intangible assets

The Company capitalizes the cost of purchasing domain names through open markets as indefinite-lived intangible assets. The Company expects the domain names will hold their value and their usefulness will continue indefinitely with no issues of renewal. The domain names are tested at least annually for impairment, at the cash-generating unit ("CGU") level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is made on a prospective basis.

An intangible asset is derecognized on disposal or when no future economic benefits are expected from its use. Gains or losses arising from the derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are included in the consolidated loss and comprehensive loss when the asset is derecognized.

Impairment of non-financial assets

At each statement of financial position date, in accordance with IAS 36 - Impairment of Assets, the Company assesses whether there is any indication that any of those assets have suffered an impairment loss. If any indication exists, the Company estimates the asset's recoverable amount.

An impairment loss is recognized when the carrying amount of an asset, or its CGU, exceeds its recoverable amount. Impairment losses are recognized in profit and loss for the reporting period. Impairment losses recognized in respect of cash generating units are allocated first to reduce the carrying amount of any goodwill allocated to those units, and then to reduce the carrying amount of other assets in the unit on a pro-rata basis.

An impairment loss for an individual asset or CGU shall be reversed if there has been a change in estimates used to determine the recoverable amount since the last impairment loss was recognized and is only reversed to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

The recoverable amount is the greater of an asset's or CGU fair value less costs to sell, and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset. For an asset that does not generate largely independent cash inflows, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs.


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

New accounting standards and interpretations issued but not yet adopted

IFRS 18 – Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 – Presentation and Disclosure in Financial Statements (“IFRS 18”) to replace IAS 1 – Presentation of Financial Statements. In addition, some IAS 1 paragraphs have been moved to IAS 8 and IFRS 7. Furthermore, the IASB has made minor amendments to IAS 7 and IAS 33 Earnings per Share. This standard focuses on updates to the statement of profit or loss, including: (a) the structure of the statement of profit or loss; (b) required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures); and (c) enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. It will be effective for the annual reporting period beginning on or after January 1, 2027, and will be required to be applied retrospectively. The amendments to IAS 7 and IAS 33, as well as the revised IAS 8 and IFRS 7, become effective when an entity applies IFRS 18. The Company is currently assessing the effect of this new standard on its consolidated financial statements.

Apart from IFRS 18, other new standards or amendments to existing standards issued but which have not yet been applied by the Company based on the effective date are not currently expected to have a material impact on the Company’s consolidated financial statements.

4. ASSET PURCHASE AGREEMENTS

Domain names

On May 18, 2021, the Company entered into two asset purchase agreements with the Chairman and the former Chief Executive Officer of the Company (the “Vendor”), whereby the Vendor owned the right, title and interest in five domain names: 1800bitcoin.com, CBDC.com, HBAR.com, Immutable.co, and NFT.com. In exchange for the intangible assets, the Company will pay the Vendor a total of USD $1,325,000 (the “Purchase Price”) in quarterly payments beginning on the earlier of:

(i) such date that any of the Company’s subsidiaries owning the domain names shall have been determined to have received earnings before interest income tax depreciation and amortization (“EBITDA”) in excess of USD $1,000,000 for the preceding quarter; or

(ii) the Company shall have determined to have received EBITDA in excess of USD $1,000,000 for the preceding quarter, excluding amounts receivable by the Company that are attributable to the EBITDA received by the subsidiaries with rights to the specific domain.

Each quarterly payment shall amount to:

(i) a) the sum of the EBITDA received by the applicable subsidiary that has received EBITDA in excess of USD $1,000,000 for the preceding quarter; and

b) the EBITDA of the subsidiary if it has received EBITDA in excess of USD $1,000,000 in the preceding quarter, excluding any amounts receivable by the subsidiary that are attributable to EBITDA received by the applicable subsidiary.


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

4. ASSET PURCHASE AGREEMENTS (continued)

(ii) Multiplied by 10%.

Each quarterly payment shall continue until the Purchase Price is paid in full.

The asset purchase agreements do not meet the definition of a business and therefore, were accounted for as asset acquisitions. Accordingly, the contingent consideration associated with the asset purchase agreements has been accounted for under IAS 37 – Provisions, contingent liabilities and contingent assets. It is management's view the variable future payments are dependent on the Company's future activities, and as a result, will not meet the initial recognition criteria of a financial liability until the financial targets are probable. When adjustments are made to the financial liability for the variable payments as they become probable, the corresponding increase to the assets will be recorded to the extent the payments are associated with future economic benefits to be derived from the assets. During the years ended December 31, 2025 and 2024, the Company recognized $nil on the statement of financial position, as the financial targets are not yet probable.

The total USD $1,325,000 payment associated with the domain names was 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.

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 (USD $15,000).

NFTbook.com

On May 6, 2022 the Company acquired the rights, title and interest in the domain name NFTbook.com for total consideration of $31,586 (USD $24,750).

MyHBAR wallet

On November 4, 2021, the Company prepaid $63,487 (USD $50,000) 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 (USD $26,395).

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.

19


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

5. DIGITAL ASSETS

Cryptocurrency holdings

A summary of the nature, initial investment and movement in the value of crypto assets is as follows:

Digital assets
$
Balance, December 31, 2023 1,774,046
Digital assets purchased from Fund investors (Note 6) 2,317,328
Performance fees received in digital assets 4,049,994
Digital assets sold for USD (2,734,761)
Gain on sale of digital assets 76,374
Revaluation of digital assets 12,945,457
Foreign translation adjustment 743,040
Balance, December 31, 2024 19,171,478
Revaluation of digital assets (11,595,849)
Digital assets purchased 480,653
Foreign translation adjustment (455,184)
Balance, December 31, 2025 7,601,098

Crypto assets are recorded at their fair value on their acquisition date, or when they are received as revenues, and are revalued at their current market value at each reporting date. Crypto assets held are measured using the closing price per www.coinmarketcap.com at 12:00 am UTC, on each reporting date.

As at December 31, 2025, the total loss on revaluation of digital assets was $11,595,849 (December 31, 2024 – gain of $12,071,001). The Company determines cost as the historical weighted average cost of the digital assets acquired and disposed of. The loss offsets a previously recognized gain which was recognized under the revaluation method during the year ended December 31, 2025 of $nil (December 31, 2024 – loss of $771,572), and the remaining loss of $11,595,849 (December 31, 2024 – gain of $12,842,573) was recognized in other comprehensive (loss) income.

During the period ended December 31, 2025, the Company sold digital assets for proceeds totaling $nil (December 31, 2024 - $2,734,761) with a cost basis of $nil (December 31, 2024 - $2,658,387) and recorded a resulting gain on sale of digital assets of $nil (December 31, 2024 - $76,374). The digital assets were sold to purchase USD or pay vendors in order to manage the Company's risk exposure.

During the year ended December 31, 2025, the Company acquired 1,451,299 HBAR for a total cost of $480,653 (USD $348,341) (December 31, 2024 - $nil) as part of its strategic expansion of digital asset treasury holdings.

20


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

5. DIGITAL ASSETS (continued)

As at December 31, 2025, the breakdown by crypto asset class was as follows:

Number of coins Fair value (USD) ($) Fair value (CAD) ($) Fair value %
ETH 67.81 201,184 275,744 4%
HBAR 50,167,026 5,327,738 7,302,198 96%
USDC 11,368 11,368 15,581 0%
WETH 1.86 5,528 7,575 0%
5,545,818 7,601,098 100%

As at December 31, 2024, the breakdown by crypto asset class was as follows:

Number of coins Fair value (USD) ($) Fair value (CAD) ($) Fair value %
ETH 67.81 225,965 325,142 2%
HBAR 48,715,727 13,080,170 18,821,056 98%
USDC 11,368 11,368 16,358 0%
WETH 1.86 6,201 8,922 0%
13,323,704 19,171,478 100%

6. TOKEN PURCHASE AGREEMENT

In March 2021, the Company's subsidiary Immutable Asset Management LLC ("IAM") formed Immutable HBAR Opportunity 1 LLC as a special purpose entity for the purpose of forming a fund of which IAM acts as the manager.

On July 30, 2021, IAM entered into a token purchase agreement (the "TPA") with Hedera Hashgraph, LLC and Immutable HBAR Opportunity 1 LLC ("IHO1") for the purchase of 437,650,000 HBAR tokens ("HBAR") at a price of USD $0.02 per HBAR (the "Fund"). The HBAR was initially held in the Fund and was subject to lock-up provisions for 36 months, whereby it was released over a 12 month period commencing in the 25th through 36th months of the arrangement.

As consideration for managing the Fund, IAM received a USD $2,000,000 up-front, non-refundable fee which was earned and recognized evenly over the 36-month term commencing on September 22, 2021.

During the year ended December 31, 2025, the Company recognized $nil (December 31, 2024 - $657,831 (USD $483,557)) in management fee income. The decline in revenue is attributable to the completion of IHO1's fund lifecycle and the absence of new fees associated with fund management.

During the year ended December 31, 2023, the Fund started monthly distributions, primarily as in-kind distributions to its investors. The Company recognized performance fee income for the year ended December 31, 2025 of $nil (December 31, 2024 - $3,973,005 (USD $2,921,587)). The performance fee was calculated at 15% of the realized gain on the tokens at the time of distribution. The gain was measured using the 5-day average price of HBAR preceding the distribution, less the cost base of USD $0.02.

21


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

6. TOKEN PURCHASE AGREEMENT (continued)

Additionally, the Company transferred a total of $nil (December 31, 2024 - $2,317,328 (USD $1,703,795)), on behalf of the Fund during the year ended December 31, 2025, while retaining the equivalent value in HBAR received from the Fund (Note 5).

7. LEASES

On October 19, 2021, the Company entered into a lease agreement for the exclusive right to the use of the toll-free number 1-800-BITCOIN for the use in 1800Bitcoin LLC's business and marketing efforts. The lease agreement has an initial term of five years, with the opportunity to extend the term for an additional three successive terms. Either party has the ability to terminate the agreement by giving 30 days written notice.

On the effective date of the arrangement, the Company paid an initial fee of USD $250,000 (paid). In addition, the Company will pay a monthly service fee for each service month, which will be the greater of USD $3,500 or the value of 1/12 of the average price of one Bitcoin in US 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. During the first 6 months of the initial term, the monthly fee will be capped at USD $10,417 for any service month within the six-month period.

When a lease includes variable lease payments that depend on an index or rate, they are initially included in the lease liability using the index or rate as at the commencement date of the lease. Variable payments other than those that depend on an index or rate, are excluded from the lease liability calculation. Due to the constant volatility of the variable monthly payments, the payments do not meet the definition for recognition as a lease liability and have been recognized directly in the consolidated statements of loss and comprehensive loss when incurred. During the year ended December 31, 2025 the Company recognized $143,730 (December 31, 2024 - $91,896) in rent expense.

The Company has recognized a right-of-use asset ("ROU asset") in respect to the initial fee of $308,783 (USD $250,000) paid at the start of the lease agreement. The right-of-use asset is amortized evenly over the initial five-year term of the contract. As the only value attributed to the right-of-use asset is the prepaid fees, no lease liability was recognized at the commencement of the lease.

During the year ended December 31, 2023, it was determined that the ROU asset was impaired and as a result, the Company wrote-off the remaining balance of the asset of $185,708 through the statement of loss and comprehensive loss.

22


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

  1. EQUIPMENT
Computers Studio equipment Total
Costs $ $ $
Balance, December 31, 2023 61,542 23,754 85,296
Foreign translation adjustment 5,412 2,089 7,501
Balance, December 31, 2024 66,954 25,843 92,797
Foreign translation adjustment (60) - (60)
Balance, December 31, 2025 66,894 25,843 92,737
Accumulated depreciation
Balance, December 31, 2023 38,131 15,836 53,967
Depreciation 21,247 8,198 29,445
Foreign translation adjustment 4,423 1,809 6,232
Balance, December 31, 2024 63,801 25,843 89,644
Depreciation 3,145 - 3,145
Foreign translation adjustment (52) - (52)
Balance, December 31, 2025 66,894 25,843 92,737
Net book value
Balance, December 31, 2024 3,153 - 3,153
Balance, December 31, 2025 - - -
  1. PREPAIDS
December 31, 2025 December 31, 2024
$ $
Insurance 211,297 211,940
Professional fees 54,262 56,966
Other 1,830 1,871
267,389 270,777
  1. SHARE CAPITAL

a) Authorized

The Company is authorized to issue two classes of common shares:

  • Subordinate Voting Shares (Class A common shares); and
  • Multiple Voting Shares (Class B common shares)

The Company is authorized to issue an unlimited number of SVS and MVS, both without nominal or par value. Each MVS converts into 1,000 SVS. At a shareholder meeting of the Company, the holders of SVS are entitled to one vote in respect of each SVS held, and the holders of MVS are entitled to 1,000 votes in respect of each MVS held.

b) Earnings per share


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

10. SHARE CAPITAL (continued)

During the years ended December 31, 2025 and 2024, the Company's stock options were excluded from the weighted average calculation as they were antidilutive.

c) Issued and outstanding

As at December 31, 2025, the issued and outstanding share capital is comprised of 65,508 (December 31, 2024 - 66,318) MVS and 32,583,077 (December 31, 2024 - 31,773,434) SVS for a total of 98,091,317 (December 31, 2024 - 98,091,317) voting shares on an as if fully converted basis.

During the year ended December 31, 2025, shareholders converted 809.643 MVS shares into 809,643 SVS shares.

During the year ended December 31, 2024, there were no share conversions or share issuances.

d) Stock options

The Company has a stock option plan for directors, officers, employees, and consultants. The aggregate number of shares issuable pursuant to options granted under the plan is limited to 10% of the Company's issued and outstanding SVS and MVS (on a fully diluted basis) at the time the options are granted. The number of shares reserved for issuance to any individual director or officer shall not exceed 5% of the issued and outstanding SVS and MVS shares, and the number of SVS and MVS shares reserved for issuance to all consultants shall not exceed 2% of the issued and outstanding SVS and MVS shares. The exercise price of each option is determined by the Board, subject to the pricing policies of the CBOE.

The continuity of stock options is summarized as follows:

Number outstanding Weighted average exercise price
$
Balance, December 31, 2023 5,476,100 1.64
Forfeited (200,000) 1.31
Balance, December 31, 2024 and 2025 5,276,100 1.65

As at December 31, 2025, the stock options outstanding and exercisable were as follows:

Number outstanding Exercise price Exercisable Expiry date
1,110,000 $0.75 1,110,000 September 27, 2026
370,000 $2.45 370,000 December 13, 2026
2,325,000 $2.60 2,325,000 December 28, 2026
1,101,100 $0.75 1,101,100 June 16, 2027
370,000 $0.30 363,750 April 12, 2028
5,276,100 5,269,850

The weighted average remaining life of the stock options is 1.12 years.


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

10. SHARE CAPITAL (continued)

e) Agents' options and brokers' warrants

The continuity of agents' options and brokers' warrants are summarized as follows:

Number outstanding and exercisable Weighted average exercise price
$
Balance, December 31, 2023 173,788 4.00
Expired (173,788) 4.00
Balance, December 31, 2024 and 2025 - -

f) Warrants

The continuity of warrant transactions is summarized as follows:

Number outstanding and exercisable Weighted average exercise price
$
Balance, December 31, 2023 2,891,634 4.00
Expired (2,891,634) 4.00
Balance, December 31, 2024 and 2025 - -

11. RELATED PARTY TRANSACTIONS

Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company's executive officers and Board of Director members.

December 31, 2025 December 31, 2024
$ $
Professional and consulting fees 1,170,092 975,090
Share-based payments 2,294 12,801
1,172,386 987,891

During the year ended December 31, 2021, the Company became the sponsor of the Fund which is managed by a former officer and directors of the Company. The Company received a USD $2,000,000 management fee as compensation for managing the Fund. During the year ended December 31, 2025, the Company recognized $nil (December 31, 2024 - $657,831) in management fee income and $nil (December 31, 2024 - $3,973,005 (USD $2,921,587)) in performance fee income (Note 6).


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial instruments and fair value

The Company’s financial instruments consist of cash and accounts payable and accrued liabilities. The Company’s cash is classified at FVTPL and its accounts payable and accrued liabilities is carried at amortized cost. In addition, the Company measures its digital assets at fair value using the revaluation method under IAS 38-Intangible assets.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are as follows:

  • Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;
  • Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
  • Level 3 - Inputs that are not based on observable market data.

The fair value of cash is determined based on level 1 inputs which consist of quoted prices in active markets for identical assets.

The fair value of digital assets is determined using level 2 inputs. The fair value is determined by utilizing a volume-weighted average price approach derived from quoted market prices across principal exchanges as of 12:00am UTC for identical assets per www.coinmarketcap.com.

As at December 31, 2025, the Company believes that the carrying values of its accounts payable and accrued liabilities and GST receivable approximates their fair values because of their nature and relatively short maturity dates or durations.

Risk management

The Company’s financial instruments are exposed to a number of risks that are summarized below:

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its cash and digital assets. The Company manages its credit risk by maintaining its cash in federally regulated financial institutions in the United States and Canada. The Company primarily secures its digital assets through the use of custodians on which the Company has performed internal due diligence procedures on.

The Company manages its credit risk on digital assets by maintaining, ETH, WETH, and USDC balances under thresholds set by the treasury team. For its HBAR balance, the Company monitors movements in the market and liquidates the assets on an as needed basis.

The Company limits its credit risk for digital assets by placing them with a high-quality financial institution that is believed to have sufficient capital to meet their obligations as they come due.


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

As of each reporting period, the Company assesses if there may be expected credit losses requiring recognition of a loss allowance. While the Company intends to only transact with counterparties that it believes to be creditworthy, there can be no assurance that a counterparty will not default and that the Company will not sustain a significant loss on a transaction as a result.

Digital asset risks

Digital asset prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and global political and economic conditions. The profitability of the Company's operations is directly related to the current and future market price of digital assets. A decline in the market prices for digital assets could negatively impact the Company's future operations.

Investing in cryptocurrencies is speculative, prices are volatile and market movements are difficult to predict. Supply and demand for such currencies change rapidly and are affected by a variety of factors, including regulation and general economic trends.

Cryptocurrencies have a limited history, their fair values have historically been volatile and the value of cryptocurrencies held by the Company could decline rapidly. Historical performance of digital assets is not indicative of their future performance.

Price and concentration risk

Price risk, specific to digital assets, is the risk of disposition of investments at less than favorable prices due to unfavorable market conditions. The Company is exposed to price and concentration risk on its digital asset holdings. As at December 31, 2025, if the market price of the Company's crypto assets, excluding USDC holdings, changed by 10% with all other variables being constant, the corresponding digital asset value change would amount to approximately USD $553,000. The Company may not be able to liquidate its digital assets at its desired price if required. The Company has not hedged the conversion of any of its cryptocurrency denominated digital assets.

Custody risk

The Company holds digital assets primarily through its accounts with institutional grade custodians. The Company's custody strategy is designed to secure its digital assets while providing the opportunity to maximize liquidity and efficient trading by making those assets readily available to deploy. The Company constantly monitors the digital asset balances it maintains with its custodians against deposits, and where the Company believes it to be necessary, will monetize digital assets into fiat currency.

The Company's custodians are SOC I Type II compliant institutions. The Company maintains internal controls to ensure that accounts held with each custodian are appropriately authorized and access restricted.

As part of regular operations, designated individuals of the Company review and monitor custodied balances against internal fund records, verifying the accuracy of each holding. In addition, the Company performs due-diligence procedures including regular reviews over each custodian issued SOC report covering the applicable period.

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Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

Security risk

Many cryptocurrency networks are decentralized online end-user-to-end-user networks that host a public transaction ledger (blockchain) and the source code that comprises the basis for the cryptographic and algorithmic protocols governing such networks. The system relies on cryptography to secure transactions, to control the creation of additional units and to verify the transfer of assets.

In many cryptocurrency transactions, the recipient or the buyer must provide its public key, which serves as an address for a digital wallet, to the seller. To confirm transaction activity each party must sign transactions with a data code derived from entering the private key into a hashing algorithm. This signature serves as validation that the transaction has been authorized by the owner of the cryptocurrency. Security breaches, computer malware, and computer hacking attacks have been a prevalent concern in the digital assets exchange markets.

Loss of access risk

The loss of access to the private keys associated with the Company's cryptocurrency holdings may be irreversible and could adversely affect an investment. Cryptocurrencies are controllable only by an individual that possesses both the unique public key and private key or keys relating to the "digital wallet" in which the cryptocurrency is held. To the extent a private key is lost, destroyed or otherwise compromised and no backup is accessible the Company may be unable to access the cryptocurrency.

Regulatory oversight risk

Regulatory changes or actions may restrict the use of cryptocurrencies or the operation of cryptocurrency networks or exchanges in a manner that adversely affects investments held by the Company.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due. The Company's financial liabilities consist of its accounts payable and accrued liabilities. The Company manages its liquidity risk through the management of its capital structure as described in Note 13. The Company's accounts payable and accrued liabilities have contractual maturities of 30 days or are due on demand, do not generally bear interest and are subject to normal trade terms. As at December 31, 2025, the Company had $3,182,412 in cash to cover its accounts payable and accrued liabilities of $185,771.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, investment fluctuations, and equity prices. Market conditions will cause fluctuations in the fair values of financial assets classified as fair value through profit or loss, and cause fluctuations in the fair value of future cash flows for assets or liabilities measured at fair value. Currently, the Company is not exposed to significant market risk, other than that noted on digital assets.

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Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

Foreign exchange risk

Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in the foreign currency exchange rates. Revenue and expenses are mostly denominated in US dollars and Canadian dollars.

A significant change in the currency exchange rates between the US dollar and the Canadian dollar could have an effect on the Company's results of operations, financial position or cash flows. The majority of the Company's financial instruments are denominated in US dollars, therefore, the Company is not subject to any significant foreign exchange risk at this time. As at December 31, 2025, a change of 10% in the foreign exchange rates from Canadian dollar to the US dollar would result in approximately an increase or decrease of approximately $2,000 in the Company's net loss for the year. The Company has not hedged its exposure to currency fluctuations.

13. CAPITAL MANAGEMENT

The Company considers the items included in shareholders' equity as capital. The Company manages the capital structure and makes adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets. The Company's primary objective with respect to its capital management is to maintain sufficient and existing cash resources to fund the operations of the Company. The Company is not subject to any external capital requirements imposed by a regulator.

14. INCOME TAXES

A reconciliation of current income taxes at statutory rates with the reported taxes is as follows:

December 31, 2025 December 31, 2024
$ $
Loss for the year before income taxes (4,126,634) (854,709)
Expected income tax recovery (886,000) (217,000)
Effective of taxes in foreign jurisdiction and other (959,000) (246,000)
Permanent differences 21,000 120,000
Expiry of non-capital losses 824,000 658,000
Change in unrecognized deductible temporary differences 2,042,000 (1,357,000)
Income tax recovery (expense) 1,042,000 (1,042,000)

Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

14. INCOME TAXES (continued)

The significant components of the Company's deferred tax assets not recognized are as follows:

December 31, 2025 December 31, 2024
$ $
Deferred income tax assets
Equipment 13,000 30,000
Share issue costs - 96,000
Intangible assets 121,000 137,000
Digital assets (1,304,000) (3,825,000)
Non-capital losses available for future period 3,901,000 3,677,000
Total 2,731,000 115,000
Less unrecognized deferred income tax assets (2,731,000) (1,157,000)
Deferred tax liability - (1,042,000)

Deferred tax assets are recognized to the extent that it is probable that taxable income will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilized.

The significant components of the Company's temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of financial position are as follows:

Temporary differences December 31, 2025 December 31, 2024
$ $
Equipment 62,000 No expiry date 144,000 No expiry date
Share issuance costs - 2025 354,000 2025
Intangible assets 577,000 No expiry date 654,000 No expiry date
Allowable capital losses - No expiry date - No expiry date
Digital assets (6,211,000) No expiry date (18,213,000) No expiry date
Non-capital losses – Canada 2,757,000 2041 to 2045 2,149,000 2041 to 2044
Non-capital losses – US 15,036,000 2040 to 2045 14,744,000 2040 to 2044

The tax rates for the years ended December 31, 2025 and 2024 were $27\%$ in Canada, $21\%$ in the United States and $4\%$ in Puerto Rico. Taxes are subject to review and potential adjustment by tax authorities.

15. PROVISIONS

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.


Immutable Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

16. SUPPLEMENTAL CASH FLOW INFORMATION

Investing and financing activities that do not have a direct impact on cash flows are excluded from the statement of cash flows.

During the years ended December 31, 2025 and 2024, there were no non-cash financing or investing activities. During the year ended December 31, 2025, the Company paid $nil (December 31, 2024 - $nil) in cash for taxes and interest expense and received $nil (December 31, 2024 - $nil) in interest income.

17. SEGMENTED OPERATIONS

Geographic location

The Company primarily operates in two reporting locations: the United States and Canada. During the years ended December 31, 2025 and 2024, all of the Company's assets were held in the United States, with the exception of the GST receivable of $35,078 (December 31, 2024 - $nil) and cash of $1,997,652 (December 31, 2024 - $7,133,350). Of the total loss recognized during the year ended December 31, 2025, $695,810 (December 31, 2024 – $1,006,070) was recorded in Canada and net loss of $2,388,824 (December 31, 2024 – $890,639) was recorded in the United States.

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