Integrated Cyber Solutions Inc. — Management Reports 2026

May 21, 2026

Amended and Restated

Integrated Cyber Solutions, Inc. (DBA Integrated Quantum Technologies Inc.)

Management's Discussion and Analysis

For the Period ended December 31, 2025
(Expressed in USD, unless otherwise specified)

Prepared as of March 2, 2026

---

Amended and Restated

ABOUT THIS MD&A

The following management's discussion and analysis ("MD&A") of financial condition and results of operations of Integrated Cyber Solutions, Inc., doing business as Integrated Quantum Technologies, (the "Company") should be read in conjunction with the Company's condensed consolidated interim financial statements for the periods ended December 31, 2025 and 2024, and the audited consolidated financial statements for the year ended June 30, 2025, and the accompanying notes thereto (the "Financial Statements"), which have been prepared in accordance with International Financial Reporting Standards ("IFRS"). This MD&A has been prepared as of March 2, 2026, pursuant to the disclosure requirements under National Instrument 51-102 - Continuous Disclosure Obligations of the Canadian Securities Administrators. Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This MD&A contains certain statements which may constitute "forward-looking information" and "forward-looking statements" within the meaning of Canadian securities law requirements (collectively, "forward-looking statements" or "FLS"). These forward-looking statements are made as of the date of this MD&A and the Company does not intend, and does not assume any obligation, to update these FLS, except as required under applicable securities legislation. FLS relate to future events or future performance and reflect Company management's expectations or beliefs regarding future events. In certain cases, FLS can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative of these terms or comparable terminology. In this document, certain forward-looking statements are identified by words including "may", "future", "expected", "intends" and "estimates". By their very nature FLS involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the FLS. The Company provides no assurance that FLS will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on FLS.

The Company's anticipated future operations are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these FLS are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Such FLS are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements.

---

Amended and Restated

DESCRIPTION OF BUSINESS

The Company provides cybersecurity managed services to small-to-medium business ("SMB") and small-to-medium enterprise ("SME") customers. SecureGuard and VEIL are offerings within the Company's broader cybersecurity services platform and reflect the ongoing evolution and expansion of the Company's cybersecurity consulting and managed services capabilities.

The Company has a wholly owned US subsidiary, Integrated Cyber, LLC, which was organized under the Limited Liability Company Act of the State of Connecticut, on November 8, 2016.

The Company began trading on the Canadian Stock Exchange (CSE) under the stock symbol ICS on October 10, 2023.

BUSINESS SUMMARY AND OVERVIEW

To the date of this MD&A, the Company has made significant progress in executing its strategic initiatives, including leadership, platform development, commercialization and capital strategy.

Significant Projects (Pre-Revenue)

The Company has invested in the development of certain technology initiatives that management considers significant. These initiatives are at varying stages of development and, as of the date of this MD&A, have not yet generated material revenue. The discussion below summarizes each project, the Company's plan for advancement, the status of each project relative to that plan, and certain expenditures incurred to date.

AIQu™ / VEIL™

AIQu™ is the Company's infrastructure platform behind VEIL™ (Vector Encoded Information Layer). VEIL™ is designed to provide a privacy-preserving and security-focused information layer intended to support the secure use of data in artificial intelligence and machine learning workflows and, as applicable, other data infrastructure environments. The Company's plan for AIQu™ / VEIL™ has been to (i) complete core product development, (ii) complete internal and third-party security validation, (iii) prepare deployment capabilities across cloud, on-premise and hybrid environments, and (iv) advance commercialization activities, including customer deployment and go-to-market initiatives.

As at the date of this MD&A, management believes that development of AIQu™ / VEIL™ is complete and that the technology is deployable across customer environments. The Company has undertaken validation activities against certain AI and machine learning attack vectors and, as previously disclosed, VEIL™ has been in the final stages of independent third-party validation prior to customer deployment. The Company expects that the next stage of the project plan will be focused on commercialization, including customer deployments and continued expansion of the platform across additional computing and data infrastructure use cases.

SecureGuard360™

SecureGuard360™ (formerly known as IC360) is the Company's cybersecurity platform focused on integrating people-centered security data to support the Company's "Human Firewall" strategy. The Company's plan for SecureGuard360™ has been to (i) complete platform development, (ii) integrate relevant data sources, (iii) build a reporting foundation to support customer use cases, and (iv) prepare for the incorporation of AI-driven predictive capabilities as part of the platform roadmap.

As at the date of this MD&A, management believes that the development of SecureGuard360™ is complete. During the period ended December 31, 2025, the Company advanced the project into a phase focused on data integration and reporting, and continued preparations for future AI-driven capabilities. The Company expects that the next stage of the SecureGuard360™ plan will be focused on commercialization, including customer onboarding and continued

---

Amended and Restated

refinement of platform functionality based on customer requirements.

Expenditures related to SecureGuard360™ have been incurred primarily in connection with software development and platform enhancement activities, including data integration and reporting capabilities, and are reflected in the Company's operating expenses for the applicable periods. Management monitors project expenditures and timing as part of its overall capital and liquidity planning.

Leadership

The Company has strengthened its position with the addition of Anita Oehley as Chief Technology Officer. She brings deep enterprise architecture expertise along with meaningful hyperscaler and go to market experience across multiple sectors. Her focus has been aligning the platform for scalable cloud deployment.

Jeremy Samuelson, EVP of AI and Innovation, is the inventor of AIQu™ and VEIL™. A mathematician and data scientist with a strong academic AI background, he also serves on AI advisory boards at several US universities. His industry experience includes senior data and technology roles at MasterCard, Equifax, and Coca Cola. He is leading the expansion of AIQu™ across multiple computing verticals.

Technology

VEIL™, the Company's Vector Encoded Information Layer, is in the final stages of independent third-party validation prior to customer deployment.

Architecturally, VEIL™ is designed to apply an encoding framework at the infrastructure layer. Under certain testing configurations described below, VEIL™ has demonstrated high levels of data compression while maintaining certain protective characteristics. In addition, models operating on VEIL-processed data have shown improved downstream performance, including higher accuracy, when compared to models trained on raw data in the same tests. These results are based on the specific datasets, configurations and assumptions used in the applicable tests and may not be indicative of results in all customer environments.

AIQu™ is the foundational infrastructure platform behind VEIL. It is a platform capable of extending across large language models, agentic AI systems, backup and recovery, distributed cloud environments, and broader data infrastructure. Compute is now the dominant cost driver in large scale AI. By operating at the infrastructure layer, AIQu reduces data and compute costs. As the platform evolves through the Innovation Centre, it has the potential to redefine the cost curve for large language models and improve enterprise AI economics.

VEIL™ can be deployed in cloud, on-premises or hybrid environments. The Company has pursued intellectual property protection in respect of certain elements of its technology. Subsequent to the period ended December 31, 2025, and as previously disclosed, the Company announced the filing of a provisional patent application with the U.S. Patent and Trademark Office on January 13, 2026 in respect of its proprietary AI and machine learning infrastructure supporting the AIQu™ platform and AIQu™ VEIL™.

The Company continues to grow and develop its flagship cybersecurity platform, SecureGuard360™, (formerly known as IC360), furthering its commitment to the Human Firewall by integrating people-centered security data. During the period ended December 31, 2025, the Company also entered the next phase of development, focusing on data integration, building a robust reporting foundation, and preparing for AI-driven predictive capabilities. As at the date of this MD&A, the development of SecureGuard360™ was substantially completed.

---

Amended and Restated

Intellectual Property

The Company has pursued intellectual property protection in respect of certain elements of its technology and branding, including through the filing of a provisional patent application and trademark applications. The following table summarizes certain information regarding these applications.

IP type	Application / filing date	Application / filing number	Jurisdiction / office	Trademark / invention	Status / validity	Other pertinent information
Trademark application	February 3, 2026	2453902	Canada (Canadian Intellectual Property Office)	AIQu	Pending (awaiting examination)	Nice classes / goods and services: 9, 41, 42
Trademark application	February 3, 2026	2453903	Canada (Canadian Intellectual Property Office)	VEIL	Pending (awaiting examination)	Nice classes / goods and services: 9, 41, 42
Trademark application	February 3, 2026	2453904	Canada (Canadian Intellectual Property Office)	VEIL	Pending (awaiting examination)	Nice classes / goods and services: 9, 41, 42

AIQu™ / VEIL™ – Validation and Testing

In connection with statements previously made regarding the readiness and validation of AIQu™ / VEIL™, the Company has undertaken a combination of internal testing, proof-of-concept evaluations, research collaboration activities and third-party assessments to evaluate performance, privacy characteristics and security considerations under certain use cases and threat models. The testing and validation activities described below are intended to provide additional context; however, results are based on the specific datasets, configurations and assumptions used in the applicable tests and may not be indicative of performance in all customer environments.

• White paper publication (March 16, 2026): the Company's EVP, Artificial Intelligence and Innovation published a paper introducing informationally compressive anonymization and the VEIL™ architecture (the "VEIL Paper"), which summarizes certain testing and validation work undertaken in connection with VEIL™. The VEIL Paper is available at https://arxiv.org/abs/2603.15842. Mr. Samuelson began his work on VEIL Paper in August 2023, and transferred his rights to the Company during the period ended December 31, 2025.
• Proof-of-concept verifications: the Company conducted proof-of-concept testing to evaluate downstream model performance and compression characteristics of VEIL-encoded representations, including (i) MNIST Early Proof of Concept - 64-Dimensional VEIL Encoding, (ii) MNIST Proof of Concept (Reported) - 10-Dimensional VEIL Encoding, (iii) MNIST Proof of Concept with Extreme Compression (8-dimensional encoding), and (iv) the Pima County Property Sales Dataset proof of concept (structured real-world data).
• Research collaboration (MURA dataset): the Company has been collaborating with an academic medical group to evaluate VEIL™ in a healthcare setting using the MURA dataset, including comparisons of baseline and VEIL-enabled model metrics and compression rates under tested configurations.

---

Amended and Restated

• Third-party security assessment: the Company engaged third parties to perform an AI security risk assessment that included protocol-level security testing, threat modelling and AI security evaluations based on standard attacker models.
• Technical validation against AI/ML attack vectors: the Company incurred third-party validation costs associated with work performed by Rho Data Solutions Inc. and Subtle Edge to assess certain modern AI and machine learning attack vectors and related security considerations.

As at the date of this MD&A, management believes that, with development complete, AIQu™ / VEIL™ is deployable across on-premise and cloud customer environments. The Company has also undertaken validation activities against certain modern AI and machine learning attack vectors, including through third-party security assessment work as described below.

In connection with the development and validation of AIQu™ and VEIL™, the Company incurred certain costs that were unusual in nature and material to the period's results, including the following: (i) during the six months ended December 31, 2025, the Company granted an aggregate of 1,300,000 stock options to Jeremy Samuelson, subject to the applicable vesting conditions set out in the option grant, (ii) during the period ended December 31, 2025, the Company paid to a company controlled by Jeremy Samuelson, US$228,930; (iii) subsequent to the period ended December 31, 2025, the Company paid Forward Security Inc. US$23,300; and (iv) the Company incurred third-party validation costs of US$12,000 during the period ended December 31, 2025, and US$48,000 subsequent to the period ended December 31, 2025, in conjunction with validation performed by Rho Data Solutions Inc. and Subtle Edge, respectively.

Verification

The Company conducted three proof-of-concept verifications using the MNIST dataset, as follows:

(i). MNIST Early Proof of Concept - 64-Dimensional VEIL Encoding

Initial internal proof of concept using the MNIST dataset showed model accuracy was improved by 6.77%.

For additional background on the MNIST dataset, refer to the TensorFlow Datasets page (link provided below).

Dataset Properties

MNIST images are 28 × 28 pixels (784 features per image) with grayscale values from 0 to 255.

Accuracy Improvement

Raw accuracy: 92.44%
VEILed accuracy: 99.21%
Difference: +6.77% (Increase)

Note:

• Dimensionality refers to how many data values are used to represent one record.
• All performance metrics are test, or out-of-sample. This implies that the reported results were measured on data that the model did not see during training.
• Due to randomness (sampling, initialization), numerical values may vary slightly between runs.

---

Amended and Restated

(ii) MNIST Proof of Concept (Reported) - 10-Dimensional VEIL Encoding

Improved internal proof of concept, achieving greater compression while maintaining comparable downstream model performance, using the MNIST dataset, showed model accuracy was improved by 6.80%. This proof of concept included an "extreme compression" configuration (10-dimensional encoding) and reported approximately 94.898% compression, with downstream model accuracy as described below.

Publicly available documentation regarding the MNIST dataset is available at the TensorFlow Datasets page: https://www.tensorflow.org/datasets/catalog/mnist

Accuracy Improvement

Raw accuracy: 92.25%
VEILed accuracy: 99.25%
Difference: +6.80% (Increase)

Note:

• All performance metrics are test, or out-of-sample. This implies that the reported results were measured on data that the model did not see during training.
• Due to randomness (sampling, initialization), numerical values may vary slightly between runs.
• Dimensionality refers to how many data values are used to represent one record.

(iii) MNIST Proof of Concept with Extreme Compression (8-dimensional encoding)

A second experiment applied more aggressive compression, reducing MNIST to an 8-dimensional latent representation (8 × 32 bits = 256 bits).

Compression: 1 - (256/6,272) = 0.95918 = 95.918%

Accuracy Improvement

Raw baseline Accuracy: 85.56%
VEILed Accuracy: 97.86%
Increase in Accuracy: 12.3%

Note:

• All performance metrics are test, or out-of-sample. This implies that the reported results were measured on data that the model did not see during training.

The Company also conducted a proof of concept using structured real-world data, as described below:

Pima County Property Sales Dataset

A proof of concept using structured real-world data was conducted to assess whether observed performance characteristics extend beyond image classification tasks.

Dimensionality

Original dimensionality (D) = 312 (every record is represented as a 312-number vector)
Encoded dimensionality (E) = 16 (a flat 1-Dimensional vector of length 16 is the output)
Both are 32-bit floats:
1 float (1 number): 32 bits
16 floats × 32 bits = 512 bits per encoded record (64 bytes)
The VEIL latent space has 16 numeric components, each using 32 bits of storage.

---

Amended and Restated

Compression

Compression: 1 - (16/312) = 0.94872 = 94.872%

Model Metrics

Raw baseline R-squared: 0.7356

VEILed R-squared: 0.7501

Increase: 0.7501–0.7356=0.0145

This corresponds to a 1.45-point improvement in out-of-sample explanatory power, which is modest but statistically meaningful, especially given >94% dimensionality reduction.

Note:

All of these performance metrics are test, or out-of-sample, metrics. This implies that the reported results were measured on data that the model did not see during training.

Research Collaboration with the University of Texas at San Antonio

Integrated Quantum Technologies has been collaborating on research with the Long School of Medicine of the University of Texas Health Science Center at San Antonio. The goal of this research is to validate VEIL’s claims in a healthcare setting. The current study focuses on detecting musculoskeletal anomalies in medical images. The goal is to evaluate whether VEIL can preserve data signals to support clinical decision workflows while protecting patient privacy by preventing reconstruction of the input data.

The study is currently in the first phase. The team is evaluating the preservation of predictive utility to support clinical decisions. The teams are using the MURA dataset, which consists of images labeled as either normal or containing a musculoskeletal anomaly.

• The baseline is a Convolutional Neural Network (CNN) model trained on raw images to establish a performance baseline for an unprotected model.
• The other values are metrics for a machine learning model pipeline in which a VEIL encoder transforms images into vectors with dimensionality E, and these latent encodings are passed to a downstream Logistic Regression model for classification.

Note that for E = 8, the VEIL system achieves comparable performance with better precision and AUC (Area Under Curve), while recall and F1 score are lower than the baseline. For all other tested encodings E > 8, the VEIL system outperformed the baseline model in all metrics.

Regarding compression, the raw images are 224x224 pixels, with each pixel brightness value represented by an 8-bit integer. In the VEILed representations, each encoded dimension as a 32-bit float. This means the size of the raw images is 224x224x8 bits = 401,408 bits. For all VEILed encodings, the encoding size is 32xE. This results in the following compression rates:

E=8: 8x32 bits = 256 bits | Compression: 1 - (256/401,408) = 0.99936 = 99.936%

E=16: 16x32 bits = 512 bits | Compression: 1 - (512/401,408) = 0.99872 = 99.872%

E=32: 32x32 bits = 1,024 bits | Compression: 1 - (1,024/401,408) = 0.99745 = 99.745%

E=64: 64x32 bits = 2,048 bits | Compression: 1 - (2,048/401,408) = 0.99490 = 99.490%

E=128: 128x32 bits = 4,096 bits | Compression: 1 - (4,096/401,408) = 0.98980 = 98.980%

---

Amended and Restated

MURA Dataset Experience: Baseline vs VEIL Comparison

Results Summary (mean over runs):

Model	E	Precision	Recall	F1 Score	ROC-AUC	Explanation
Baseline	NA	0.678700	0.564575	0.565965	0.715385	Not Applicable
VEIL	8	0.759732	0.528105	0.622140	0.767115	Better diagnostic balance than baseline
VEIL	16	0.789406	0.560458	0.655150	0.793664	Strong improvement in overall diagnostic balance
VEIL	32	0.780431	0.561111	0.652739	0.790197	Consistently high performance
VEIL	64	0.785139	0.578170	0.665676	0.794232	Highest F1 score among all configurations
VEIL	128	0.781029	0.579673	0.664545	0.793918	Very similar to E = 64

Note

• The baseline model uses raw, non-anonymized X-ray features.
  VEIL models use compressed, anonymized representations (latent vectors)

Low-dimensional latent vector
- Encoded with E values (E = 8, 16, 32, 64, 128); E = encoded dimensionality
Each representing a safe, non-invertible representation of the original image

In management's view, the results summarized above indicate that, under the tested configurations, VEIL-encoded representations achieved performance that was generally comparable to, and in certain cases higher than, the baseline across selected metrics, while significantly reducing the size of the underlying data representation.

In Summary

Based on the tests performed and the configurations described above, the Company observed improvements in certain performance metrics for models trained on VEIL-encoded representations, as compared to the baseline model trained on raw MURA images. These results are specific to the datasets and methodologies used and may not be indicative of results in all deployment environments.

---

Amended and Restated

Third-Party Security Assessment of AIQu VEIL™

An AI security risk assessment is a specialized process with the goal of systematically finding weaknesses in an AI-enabled system, identifying applicable threat scenarios, and assigning appropriate risk levels based on likelihood and impact to the business. This engagement was focused on identifying risks in a VEIL-style deployment where raw engineered inputs are transformed into latent vectors (Z) and consumed by downstream scoring.

The AI security risk assessment activities performed in February of 2026 for the VEIL proxy involved protocol level security testing, threat modelling, and AI security evaluations based on standard attacker models.

In addition to the assessment activities described above, the Company engaged third parties to perform technical validation work in respect of certain modern AI and machine learning attack vectors and related security considerations, including work performed by Rho Data Solutions Inc. and Subtle Edge. These engagements were intended to assess the Company's security assumptions and identify potential areas for further enhancement prior to customer deployment. Refer to the discussion of third-party validation costs elsewhere in this MD&A for additional information regarding expenditures incurred in connection with these activities.

Capital and Positioning

On February 24, 2026, the Company announced a CDN$1,500,000 financing to support these near term commercialization milestones.

SIGNIFICANT EVENTS DURING THE PERIOD ENDED DECEMBER 31, 2025

• On July 8, 2025, the Company announced the formation of its Cyber Future Advisory Board, a newly established group created to guide the Company's strategy as it expands into emerging areas of cybersecurity and prepares for the coming impact of quantum computing. The Company appointed Peter Buckley, a highly respected leader in the cybersecurity and IT risk space, as its first member if this board.
• On July 14, 2025, the Company announced the rebranding of its flagship cybersecurity platform, formerly known as IC360, to SecureGuard360™, furthering its commitment to the Human Firewall by integrating people-centered security data. The Company also entered the next phase of development, focusing on data integration, building a robust reporting foundation, and preparing for AI-driven predictive capabilities.
• On September 4th, 2025, the Company appointed Richard Noonan, a highly respected leader in the cybersecurity and IT risk, as Technology Advisor to its Cyber Future Advisory Board.
• On November 12, 2025, the Company closed a non-brokered private placement financing of 12,100,000 common shares in the capital of the Company at a price of CDN$0.25 per share for aggregate gross proceeds of CDN$3,025,000. The Offering was over-subscribed by an aggregate of CDN$525,000. In connection with this financing, the Company paid certain eligible third parties dealing at an arm's length with the Company, cash commissions totaling CDN$27,890, representing 2% of the proceeds raised from subscribers introduced to the Company by such finders. The Company will use the net proceeds of this financing for general working capital and software development.

The use of proceeds for this financing were for general working capital, and software development.

• On December 3, 2025, the Company appointed Mickey Goldstein as Chief Financial Officer.

• On December 9, 2025, the Company announced it is rebranding as doing business as (DBA) Integrated Quantum Technologies Inc., marking a major strategic evolution as the Company expands its focus to the emerging security and infrastructure challenges of next-generation artificial intelligence. The rebrand reflects the Company's transition from a traditional cybersecurity provider to a research and technology-driven organization focused on

---

Amended and Restated

addressing the core challenges shaping the future of AI. These challenges include quantum-era threats, the rapidly expanding demand for compute power, vulnerabilities within machine-learning pipelines, and the difficulty of deploying AI securely and consistently across global environments. Operating under the Integrated Quantum Technologies Inc. (DBA) name signals the Company's commitment to building the infrastructure required to meet these emerging demands.

SELECTED ANNUAL INFORMATION

The Company's Financial Statements for the years ended June 30, 2025, 2024 and 2023 have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

The following selected financial information is taken from the annual consolidated financial statements and should be read in conjunction with those statements.

	Year Ended June 30, 2025 $	Year Ended June 30, 2024 $	Year Ended June 30, 2023 $
Cash and cash equivalents	20,886	6,945	11,432
Total assets	79,284	57,138	43,337
Total liabilities	1,797,537	722,795	609,780
Shareholders' deficiency	(1,718,250)	(665,657)	(566,443)
Revenue	174,200	131,546	225,808
Accumulated deficit	(8,571,501)	(7,266,264)	(6,267,979)
Comprehensive loss	(1,295,586)	(979,868)	(6,237,603)
Basic and diluted loss per share	(0.02)	(0.02)	(0.22)

SELECTED QUARTERLY INFORMATION

The following is selected financial information for the Company's most recently completed 8 quarters and has been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

	December 31, 2025	September 30, 2025	June 30, 2025	March 31, 2025	December 31, 2024	September 30, 2024	June 30, 2024	March 31, 2024
	$	$	$	$	$	$	$	$
Cash and cash equivalents	1,443,239	50,793	20,886	19,091	28,089	24,233	6,945	1,277
Total assets	1,585,349	121,322	79,284	74,081	211,070	75,867	57,138	15,145
Total liabilities	1,895,792	2,180,124	1,797,534	1,294,520	1,061,805	853,125	722,795	475,954
Shareholders' deficiency	(310,443)	(2,058,802)	(1,718,250)	(1,219,294)	(850,735)	(777,58)	(665,657)	(473,309)
Revenue	16,150	62,684	16,675	(140,238)	250,311	47,452	47,573	25,973
Accumulated deficit	(10,683,600)	(9,549,495)	(8,571,501)	(7,847,793)	(7,454,194)	(7,375,059)	(7,266,264)	(7,503,839)
Comprehensive loss	(1,171,709)	(955,598)	(726,724)	(383,784)	(73,477)	(111,601)	(183,355)	(188,498)
Basic and diluted loss per share	(0.02)	(0.02)	(0.01)	(0.01)	(0.00)	(0.00)	(0.00)	(0.00)

---

Amended and Restated

RESULTS OF OPERATIONS

For the three months ended December 31, 2025 and 2024:

During the three months ended December 31, 2025, the Company incurred a comprehensive loss of $1,171,709 compared to a comprehensive loss of $73,477 for three months ended December 31, 2024. The change in comprehensive loss is primarily a result of:

(i) Revenues of $16,150 (2024 - $250,311). During the period ended December 31, 2024, the Company provided cyber security managed services and solutions, supported by tools and processes, to 6 customers. During the period ended December 31, 2025, the Company provided cyber security services to 4 customers, which is the reason for the decrease in revenue over the periods.

(ii) Consulting fees of $339,410 (2024 - $61,969) due to the hiring of consulting firms for software and investor development.

(iii) Share-based compensation of $666,034 (2024 - $Nil) from the stock options and restricted share units granted and vested during the period.

(iv) Interest and financing fees of $33,066 (2024 $5,493) from the additional loans and convertible debentures during the period.

For the six months ended December 31, 2025 and 2024:

During the six months ended December 31, 2025, the Company incurred a comprehensive loss of $2,063,031 to a comprehensive loss of $185,078 for six months ended December 31, 2024. The change in comprehensive loss is primarily a result of:

(i) Revenues of $78,834 (2024 - $297,763). During the period ended December 31, 2024, the Company provided cyber security managed services and solutions, supported by tools and processes, to 6 customers. During the period ended December 31, 2025, the Company provided cyber security services to 4 customers, which is the reason for the decrease in revenue over the periods.

(i) Consulting fees of $458,608 (2024 - $76,969). During the period ended December 31, 2025, the Company incurred $57,621 of consulting fees for accounting services; $41,492 for IT consulting; $229,613 for the development of the Company's VEIL technology and AIQu platform, which includes $12,000 for data testing; $50,000 in fees paid to the CEO; $10,000 in director's fees; and $69,882 for business development in Europe and the UAE.

(ii) Marketing fees of $203,550 (2024 - $98,966). During the period ended December 31, 2025, the Company incurred $88,649 to initiate a new marketing campaign to highlight the Company's work on VEIL and AIQu; $50,000 was incurred for web-based advertising; $16,701 was incurred on website development and press releases; $40,000 was for fees paid to the chief marketing officer; and $8,200 was spent on business development in the UAE.

(iii) Professional fees of $149,120 (2024 - $91,908) due to increased fees resulting from legal needs for stock and bond offerings.

(iv) Share-based compensation of $1,212,503 (2024 - $Nil) from the stock options and restricted share units granted and vested during the period. The Company issued 3,500,000 stock options, and 4,500,000 RSUs to directors, advisors and consultants as follows:

a. 1,200,000 stock options to various directors and consultants of the Company, valued at $237,373;

b. 1,000,000 stock options issued to Anita Oehley, vested immediately, valued at $107,585. Ms. Oehley was a consultant of the Company, and subsequent to December 31, 2025, became the Chief Technology Officer. The options were given as an incentive to retain Ms. Oehley, while conserving the Company's cash resources.

12

---

Amended and Restated

c. 1,300,000 stock options issued to Jeremy Samuelson, with 1,000,000 vesting immediately, and 300,000 vesting in 4 equal installments, commencing 3 months following the grant date. The value of the vested options was $213,354. Mr. Samuelson leads the development of the Company's VEIL and AIQu platform, and was issued as an incentive to retain his expertise, while conserving the Company's cash resources.

d. 2,000,000 RSUs, vesting January 5, 2026 issued to a consultant, valued at $290,751 for business advisory services on expanding in the UAE. RSUs were issued as a means to conserve the Company's cash resources.

e. 1,000,000 RSUs, vesting January 5, 2026 issued to a consultant, valued at $145,376 for business advisory services. RSUs were issued as a means to conserve the Company's cash resources.

f. 1,000,000 RSUs, vesting January 5, 2026 issued to a consultant, valued at $145,376 for business advisory services. RSUs were issued as a means to conserve the Company's cash resources.

g. 500,000 RSUs, vesting January 5, 2026 issued to a director, valued at $72,688 for director services. RSUs were issued as a means to conserve the Company's cash resources.

(v) Interest and financing fees of $68,158 (2024 $10,126) from the additional loans and convertible debentures during the period.

During the six month period ended December 31, 2025, the Company incurred cost of sales of $44,466. This is made up of amounts paid to service providers, including licenses and fees for the use of their security products. During the period ended December 31, 2024, the company incurred cost of sales of $102,372. The higher costs in 2024 is directly attributable to the higher revenues, as the Company had more contracts to service, and hence required more licenses.

LIQUIDITY AND CAPITAL RESOURCES

	December 31, 2025
CASH FLOW ANALYSIS	$
Cash at the beginning of the period	20,886
Operating Activities
Loss for the period	(2,112,009)
Items not involving cash	1,176,692
Net changes in non-cash working capital items:
Accounts payable and accrued liabilities	442,054
Accounts Receivable, net	(5,088)
Prepaids	(78,020)
Investing Activity:	Nil
Financing Activity:
Cash received from private placement, net	2,113,208
Cash received from warrants exercised	45,006
Cash received from shares to be issued	61,260
Loans received	93,369
Repayment of loans	(364,800)
Currency translation on cash	50,771
Cash, end of the period	1,443,239

---

Amended and Restated

The financial statements have been prepared on a going-concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of business. Continuing operations, as intended, are dependent on management's ability to raise required funding through future equity issuances, its ability to acquire resource, property or business interests and develop profitable operations or a combination thereof, which is not assured, given today's volatile and uncertain financial markets. The Company may revise programs depending on its working capital position.

As of December 31, 2025, the Company had a cash balance of $1,44,239 and an accumulated deficit of $10,683,600, and a working capital deficit of $128,814. The Company had $1,585,349 in assets and has no pledges as security for loans, or otherwise and is not subject to any debt covenants.

As of December 31, 2025, the Company had current liabilities of $1,713,357. The Company has no short-term capital spending requirements and future plans and expectations are based on the assumption that the Company will realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. Subsequent to period end, the Company announced the opening of a CDN$1,500,000 private placement, however, the Company may need to raise more money from time to time to cover its operational expenses and liabilities. There can be no assurance that the Company will be able to obtain adequate financing in the future or if available that such financing will be on acceptable terms. If adequate financing is not available when required, the Company may be required to delay, scale back or eliminate various programs and may be unable to continue in operation. The Company may seek such additional financing through debt or equity offerings. Any equity offering will result in dilution to the ownership interests of the Company's shareholders and may result in dilution to the value of such interests.

Historically, the Company's sole source of funding has been from private placements and loans. The Company's access to financing is always uncertain. There can be no assurance of continued access to significant equity funding. Liquidity risk is assessed as low.

OFF-BALANCE SHEET TRANSACTIONS

During the six months ended December 31, 2025, the Company has not entered into any off-balance sheet arrangements.

14

---

Amended and Restated

RELATED PARTY TRANSACTIONS

Key management personnel

Key management personnel are persons responsible for planning, directing, and controlling the activities of an entity, and include the members of the Board of Directors and executive officers of the Company.

During the periods ended December 31, 2025 and 2024, the Company incurred the following transactions with related parties:

	Three months ended		Six months ended
	December 31, 2025 ($)	December 31, 2024 ($)	December 31, 2025 ($)	December 31, 2024 ($)
Marketing fees to Purple Koru, a company controlled by the former Chief Technical Officer (Peter Larolczak), and the Chief Marketing Officer (Kevin Thomas) of the Company (1)	10,000	18,000	40,000	60,000
Professional fees to the former CFO of the Company (Robert Consaga) (1)	10,000	60,000	40,000	60,000
Consulting fees to the CEO of the Company (Alan Guilbord) (1)	20,000	40,000	50,000	40,000
Consulting fees to the CFO of the Company (Crowe Mackay) (2)	3,788	-	3,788	-
Consulting fees to a director of the Company (Robert Bain) (1)	4,000	-	10,000	-
Share-based compensation to a company controlled by a director (Marc Branson) (1)	52,861	-	130,012	-
Share-based compensation to Anita Oehley (appointed as Chief Technology Officer subsequent to period ended December 31, 2025) (1)	107,585	-	107,585	-
Share-based compensation to Jeremy Samuelson (appointed as EVP Artificial Intelligence and Innovation subsequent to period ended December 31, 2025) (1)	98,518	-	213,354	-
Share-based compensation to significant shareholder, Strategic Investments LLC. (1)	32,232	-	145,376	-
Consulting fees to a Company controlled by Jeremy Samuelson (appointed as EVP Artificial Intelligence and Innovation subsequent to period ended December 31, 2025), for the development of VEIL and AIQu. (1)	229,613	-	229,613	-
	568,552	118,000	969,728	160,000

(1) The Company has no ongoing contractual obligations or other commitments to these related parties. The amounts recorded represent fair value, and have been mutually agreed upon by the Company, and the related party.
(2) The Company is contractually obligated to pay CAD$5,000 per month, plus applicable taxes to Crowe MacKay for CFO and accounting services until November 30, 2026. The amount recorded represents fair value, and has been mutually agreed upon by the Company, and the related party.

---

Amended and Restated

As at December 31, 2025, the Company had the following amounts due to related parties:

• As at December 31, 2025, the Company had $152,486 (June 30, 2025 - $153,197) included in convertible debt, outstanding to a significant shareholder, Strategic Investments LLC.
• As at December 31, 2025, the Company had $121,603 (June 30, 2025 - $656,029) included in accounts payable, owing to management, directors, and other related parties.

COMMITMENTS AND CONTINGENCIES

On April 15, 2022 the Company and Alke Capital Limited ("Alke") entered into the investment and advisory agreement (the "Alke Agreement"). Pursuant to the Alke Agreement, Alke will (a) provide certain advisory services to the Company, ("Alke Advisory Services"), and (b) make available to the Company a non-revolving equity drawdown facility in the aggregate amount of up to $5,000,000 (the "Funding Commitment").

As at December 31, 2025, $69,150 (June 30, 2025 - $7,888) had been drawn down. As a result, as at December 31, 2025, the Company has an obligation to issue 422,231 (June 30, 2025 – 59,369) common shares to Alke.

At times there may be claims and legal proceedings generally incidental to the normal course of business that are pending or threatened against the Company. Although the Company cannot predict the outcome of these matters when they arise, in the opinion of management, any liability arising from them will not have a material adverse effect on the balance sheet, result of operations, or liquidity of the Company. At December 31, 2025 and June 30, 2025, there were no claims or legal proceedings.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of these consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in these consolidated financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. Revisions to estimates are adjusted prospectively in the period in which the estimates are revised. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) are discussed below.

Convertible debt

For convertible debts issued that can be converted to ordinary shares at the option of the holder, the Company identifies the components embedded within these financial instruments to determine if they should be accounted for separately dependent on their nature: a financial liability, a derivative or an equity instrument. The identification and determination of the accounting treatment of such components embedded within a convertible debt requires significant judgment given that it is based on the interpretation of the substance of the contractual arrangement. Where the conversion option has a fixed conversion rate, the financial liability component, which represents the obligation to pay coupon interest on the convertible debts in the future, is initially measured at the fair value of a similar liability that does not have an equity conversion option and subsequently measured at amortized cost. The residual amount is accounted for as an equity instrument at issuance and is not subsequently remeasured. Where the conversion option has a variable conversion rate, the conversion option is recognized as a derivative liability measured at fair value through profit and loss. The residual amount is recognized as a financial liability and subsequently measured at amortized cost. The determination of the fair value is also an area of significant judgment given that it is subject to various inputs, assumptions and estimates including: contractual future cash flows, discount rates, credit spreads, volatility and discount for lack of marketability ("DLOM"). Transaction costs are apportioned to the debt

16

---

Amended and Restated

liability and equity components in proportion to their initial respective carrying amounts. On conversion at maturity, the liability is reclassified to equity and no gain or loss is recognized.

In determining the fair value for the convertible debt conversion feature considered to be a derivative liability, the Company uses the Black-Scholes pricing model and makes estimates of the expected volatility of the shares, risk-free interest rate, effective discount rate, share price, and major event expected date and probability, as the conversion feature is dependent on these estimates. The fair value of the liability component in the compound instrument was established by using the effective discount rate, the remaining balance was allocated to the equity component of the financial instrument.

Income taxes

Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognizes liabilities and contingencies for anticipated tax audit issues based on the Company's current understanding of the tax law in the relevant jurisdiction. For matters where it is probable that an adjustment will be made, the Company records its best estimate of the tax liability including the related interest and penalties in the current tax provision.

Management believes they have adequately provided for the probable outcome of these matters; however, the outcome may result in a materially different outcome than the amount included in the tax liabilities. In addition, the Company recognizes deferred tax assets relating to tax losses carried forward only to the extent that it is probable that taxable profit will be available against which a deductible temporary difference can be utilized. This is deemed to be the case when there are sufficient taxable temporary differences relating to the same taxation authority and the same taxable entity which are expected to reverse in the same year as the expected reversal of the deductible temporary difference, or in years into which a tax loss arising from the deferred tax asset can be carried back or forward. However, utilization of the tax losses also depends on the ability of the taxable entity to satisfy certain tests at the time the losses are recouped.

Going concern

Management's assessment that the Company will be able to execute its strategy and fund future working capital requirements to continue as a going concern requires significant judgment.

Share-based payment transactions

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

Revenue recognition

Application of the accounting principles related to the measurement and recognition of revenue requires the Company to make judgments and estimates. Revenue arrangements may be comprised of multiple performance obligations. Judgment is required in determining the performance obligations that exist in an arrangement and the nature of these deliverables. Management also applies judgement in the calculation of the estimated life of a contract, the value of amounts recoverable on contracts and the timing of revenue recognition.

---

Amended and Restated

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

IFRS 18 Presentation and Disclosure in Financial Statements

The International Accounting Standards Board (IASB) issued IFRS 18 in April 2024, which sets out new requirements for the presentation and disclosure of financial statements. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted.

The Company is currently assessing the potential impact of IFRS 18 on its financial statements. The standard introduces significant changes, including mandatory sub-totals in the statement of profit or loss, and new requirements for the aggregation and disaggregation of information. The Company expects that the adoption of IFRS 18 will result in more detailed and transparent financial reporting.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

Fair value

The fair values of financial assets and liabilities, together with their carrying amounts, are presented by class in the following table:

	December 31, 2025	FVTPL $	Amortized cost $	FVOCI $
ASSETS
Cash	1,443,239	1,443,239	-	-
Accounts receivable	39,113	-	39,113	-
LIABILITIES
Accounts payable and accrued liabilities	452,010	-	452,010	-
Loans payable - current	1,107,610	-	1,107,610	-
Convertible debentures	182,435	-	182,435	-
Derivative liability	153,737	153,737	-	-
		FVTPL $	Amortized cost $	FVOCI $
	June 30, 2025
ASSETS
Cash	20,886	20,886	-	-
Accounts receivable	34,025	-	34,025	-
LIABILITIES
Accounts payable and accrued liabilities	1,191,082	-	1,191,082	-
Loans payable - current	287,208	-	287,208	-
Convertible debentures	119,898	-	119,898	-
Derivative liability	199,346	199,346	-	-

There are three levels of the fair value hierarchy that prioritize the inputs to valuation techniques used to measure fair value, with Level 1 inputs having the highest priority.

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 – Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

---

Amended and Restated

Level 3 – Unobservable (supported by little or no market activity) prices.

The Company's cash is measured at fair value, using level 1 inputs.

The Company's derivative liability is measured at fair value, using level 3 inputs.

The recorded amounts of financial instruments approximate their respective fair values due to either their short-term nature or market interest rate for long term debt.

Financial risk management

In the normal course of business, the Company is inherently exposed to certain financial risks, including market risk, credit risk and liquidity risk, through the use of financial instruments. The timeframe and manner in which the Company manages these risks varies based upon management's assessment of the risk and available alternatives for mitigating risk. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes. All transactions undertaken are to support the Company's operations.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk consists of currency risk, interest rate risk and other price risk.

Currency risk

Currency risk relates to the risk that the fair values or future cash flows of the Company's financial instruments will fluctuate because of changes in foreign exchange rates. Exchange rate fluctuations affect the costs that the Company incurs in its operations. A 10% change in the United States Dollar vs. the Canadian Dollar would have an impact of approximately $8,800 for financial instruments held in foreign currencies as at December 31, 2025.

Interest rate risk

Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not have any financial instruments with variable rates of interest and is therefore not exposed to interest rate risk.

Price risk

The Company is exposed to price risk with respect to commodity prices, however, the risk of this exposure is low. The Company's ability to raise capital to fund operations is subject to risks associated with fluctuations in the market.

Credit risk

Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations. The Company's maximum exposure to credit risk is attributable to its cash and accounts receivable before considering allowance for doubtful accounts. The Company limits the exposure to credit risk by only storing its cash with high-credit quality financial institutions and assessing customers credit worthiness prior to entering into contracts. Management believes that the credit risk is acceptably low.

As at December 31, 2025 and June 30, 2025 the Company had accounts receivable and allowance for doubtful accounts as follows:

---

Amended and Restated

	December 31, 2025	June 30, 2025
	$	$
Accounts receivable	176,113	171,025
Allowance for doubtful accounts	(137,000)	(137,000)
Accounts receivable, net of allowance	39,113	34,025

During the period ended December 31, 2025, the Company wrote off $Nil of uncollectable accounts receivable (June 30, 2025 - $54,311).

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company manages liquidity by maintaining adequate cash balances to meet liabilities as they become due.

As at December 31, 2025, the Company had cash and cash equivalents of $1,443,239 and current liabilities of $1,713,357. At December 31, 2025, the Company's operations do not generate positive cash flows. The Company's primary source of funding has been the issuance of equity securities through private placements. Despite previous success in acquiring these financings, there is no guarantee of obtaining future financings (Note 1 "Going concern"). The Company is exposed to liquidity risk on its debt, which, as at December 31, 2025, is due within the next 12 months.

SIGNIFICANT ACCOUNTING POLICIES

The accounting policies in the Company's audited financial statements as of June 30, 2025, have been consistently applied to all periods presented in the Condensed Interim Consolidated Financial Statements for the period ended December 31, 2025.

OUTSTANDING SHARE DATA

The Company's authorized share capital is unlimited common shares without par value.

The following table summarizes information about the share data as at December 31, 2025 and March 2, 2026 :

	December 31, 2025,	March 2, 2026
Number of common shares outstanding	74,265,314	74,265,314
Number of options outstanding	3,950,000	3,750,000
Number of restricted share units outstanding	4,500,000	4,500,000
Number of warrants outstanding	7,460,000	7,460,000

SUBSEQENT EVENTS

• On January 13, 2026, the Company announced the filing of a provisional patent application with the U.S. Patent and Trademark Office for its proprietary AI and machine learning infrastructure which will underscore the development of AIQu (pronounced "IQ"), the Company's core post-quantum AI product platform. Highlights of this include:

• Integrated Quantum Technologies has filed a provisional U.S. patent covering its privacy-preserving AI and machine learning infrastructure, establishing an early and defensible position in post-quantum AI systems.

---

Amended and Restated

• The patent supports AIQu, a post-quantum AI infrastructure platform, designed to secure, govern, and scale artificial intelligence end-to-end while addressing quantum-era threats, compute efficiency, and global deployment complexity.

• AIQu VEIL, the first product within the AIQu platform, delivers privacy-preserving AI infrastructure, protecting sensitive data across the entire enterprise AI and machine learning pipeline.

• On January 20, 2026, the Company announced the appointment of Jeremy Samuelson as EVP, Artificial Intelligence and Innovation.

• On February 5, 2026, the Company announced the appointment of Anita Oehley as Chief Technology Officer (CTO).
• On February 12, 2026, the Company announced that AIQu™ VEIL™ (Vector Encoded Information Layer) has reached commercial market readiness, following the completion of development and security validation for enterprise deployment.
• On February 24, 2026, the Company announced a non-brokered private placement financing (the "Offering") of 1,500,000 common shares in the capital of the Company at a price of CDN$1.00 per share for aggregate proceeds of CDN$1,500,000. The closing of the Offering is subject to certain conditions including, but not limited to, the submission of all required forms to the CSE.

RISK FACTORS

In addition to the other information included in this report, readers should consider carefully the following factors, which describe the risks, uncertainties and other factors that may materially and adversely affect the Company's business, products, financial condition and operating results. There are many factors that affect the Company's business and results of operations, some of which are beyond the Company's control. The following is a description of some of, but not all of, the important factors that may cause the Company's actual results of operations in future periods to differ materially from those currently expected or discussed in the FLS set forth in this report relating to the Company's financial results, operations and business prospects. Except as required by law, the Company undertakes no obligation to update any such FLS to reflect events or circumstances after the date of this MD&A.

For the purposes of this section, "Material Adverse Change" means any change of circumstances or any event which has, or would reasonably be expected to have, a material adverse effect in respect of the Company, any one or more changes, events or occurrences, and "material adverse effect" means, in respect of the Company, any change (or any condition, event or development involving a prospective change) in the business, operations, affairs (including the employment status of key employees), assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise) capitalization, financial condition, licenses, permits, rights or privileges of the Company or any of its subsidiaries which in the judgment of the Company, acting reasonably in the circumstances, could reasonably be expected to materially and adversely affect the Company and its subsidiaries taken as a whole or the value of the securities of the Company.

These risks include, but are not limited to the following:

Going-Concern Risk

The Company's financial statements have been prepared on a going-concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. The Company's future operations are dependent upon the identification and successful completion of equity or debt financing and the achievement of profitable operations at an indeterminate time in the future. There can be no assurances that the Company will be successful in completing equity or debt financing or in achieving profitability.

---

Amended and Restated

Technology Sector Risk

After the completion of the transactions contemplated by the SPA, the Company anticipates becoming a technology company. General risks of technology companies include the risks of rapidly changing technologies, short product life cycles, fierce competition, aggressive pricing and reduced profit margins, loss of patent, copyright and trademark protections, cyclical market patterns, evolving industry standards and frequent new product introductions.

Regulatory Risks

Changes in or more aggressive enforcement of laws and regulations could have a material adverse effect on the companies involved in the infrastructure, technology, and technological infrastructure sector. Failure or delays in obtaining necessary approvals, changes in government regulations and policies and practices could result in a Material Adverse Change to such businesses' future cash flows, earnings, results of operations and financial condition.

Intellectual Property Rights

Companies involved in the development and operation of certain technologies may be dependent on intellectual property rights; the loss of which could harm its business, results of operations and its financial condition. There can be no assurance that any of the Company's products will not violate proprietary rights of third parties or that third parties will not assert or claim that such violation has occurred.

Any such claims and disputes arising may result in liability for substantial damages which in turn could harm the underlying business, results of operations and financial condition.

Cyber Security Risks

The Company anticipates being dependent on information technologies to conduct its operations, including management information systems and computer control systems. Business and supply chain disruptions, plant and utility outages and information technology system and network disruptions due to cyber-attacks could seriously harm operations and result in a Material Adverse Change to the operation results. Cyber security risks include attacks on information technology and infrastructure by hackers, damage or loss of information due to viruses, the unintended disclosure of confidential information, the issue or loss of control over computer control systems, and breaches due to employee error.

The Company's exposure to cyber security risks includes exposure through third parties on whose systems it places significant reliance for the conduct of its business. There can be no assurance that the Company has the resources or technical sophistication to anticipate, prevent, or recover from rapidly evolving types of cyber-attacks. Compromises to its information and control systems could have severe financial and other business implications.

Key Personnel

The Company is dependent upon the continued availability and commitment of its management, whose contributions to immediate and future operations are of significant importance. The loss of any such management could negatively affect the Company's business operations. From time to time, the Company will also need to identify and retain additional skilled management to efficiently operate its business. Recruiting and retaining qualified personnel is critical to the Company's success and there can be no assurance of its ability to attract and retain such personnel. If it is not successful in attracting and training qualified personnel, the Company's ability to execute its business model and growth strategy could be affected, which could have a material adverse effect on its profitability, results of operations and financial condition.

Internal Controls

Effective internal controls are necessary for the Company to provide reliable financial reports and to help prevent fraud. Although the Company has undertaken a number of procedures and implemented a number of safeguards, in each

---

Amended and Restated

case, in order to help ensure the reliability of its financial reports, including those imposed on the Company, the Company cannot be certain that such measures will ensure that the Company will maintain adequate control over financial processes and reporting. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Company's results of operations or cause it to fail to meet its reporting obligations. If the Company or its auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market's confidence in the Company's financial statements and result in a Material Adverse Change.

23