Interfield Global Software Inc. — Interim / Quarterly Report 2024

Nov 12, 2024

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INTERFIELD GLOBAL SOFTWARE INC. (formerly Highbury Projects Inc.)

Condensed Consolidated Interim Financial Statements

For the Nine Months ended September 30, 2024 and 2023 (Expressed in United States Dollars - Unaudited)

INTERFIELD GLOBAL SOFTWARE INC. (formerly Highbury Projects Inc.) Condensed Consolidated Interim Statements of Financial Position

- (Unaudited Expressed in United States dollars)

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September 30, December 31,
2024 2023
ASSETS
Current assets
Cash and cash equivalents $ 25,851 $ 220,649
Accounts and other receivables (Note 5) 44,250 78,698
Deposits, prepayments and other receivables 88,874 89,972
158,975 389,319
Non-current assets
Property, plant and equipment (Note 6) 4,498 5,895
$ 163,473 $ 395,214
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Trade and other payables (Note 7) $ 1,679,341 $ 1,241,850
Note payable (Note 8) 313,214 269,610
Unearned revenue 1,000 1,000
Withholding tax liability 1,803,421 1,862,030
Due to related parties (Note 9) 1,761,546 1,120,062
5,558,522 4,494,552
Non-current liabilities
Employees' end of service indemnity 161,433 144,992
5,719,955 4,639,544
Shareholders’ equity
Share capital (Note 10) 32,579,324 32,463,907
Warrants reserve 21,283,194 21,227,393
Contributed surplus 541,885 287,817
Share subscriptions received - 30,568
Accumulated other comprehensive income 253,703 180,204
Accumulated deficit (60,214,588) (58,434,219)
(5,556,482) (4,244,330)
$ 163,473 $ 395,214
Nature of operations and going concern (Note 1)
Approved by the Board of Directors on November 12, 2024
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Harold Hemmerich Sophia Shane Director Director

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

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INTERFIELD GLOBAL SOFTWARE INC. (formerly Highbury Projects Inc.) Condensed Consolidated Interim Statements of Loss and Comprehensive Loss - (Unaudited Expressed in United States dollars)

(Unaudited- Expressed in United States dollars)
	2024 2023 2024 2023 Nine Months ended September 30, Three Months Ended September 30,
REVENUE $ 13,938$ 23,992 $ 57,176$ 58,030 EXPENSES Amortization (Note 6) 682 694 1,969 1,661 Consulting 101,955 54,726 399,200 472,479 Foreign exchange 21 (1,542) (12,371) 2,564 Insurance 29,319 24,057 87,796 69,822 Office 98,274 104,372 287,649 299,625 Professional fees 32,086 (833) 141,179 160,214 Rent 2,110 4,662 6,836 14,035 Salaries and benefits 138,701 104,026 434,172 247,021 Share based compensation (Note 10) 50,226 203,354 254,068 203,354 Shareholder relations & marketing 38,822 113,594 156,570 400,826 Transfer agent and regulatory 4,654 (124,136) 29,023 47,967 Travel 2,828 32,420 27,561 194,497 $ 499,678$ 515,394 $ 1,813,652$ 2,114,065 OTHER ITEMS Other income -- (46) (4) Finders' fee -- - 3,270,755 Financing fee (Note 11) -249,959 - 623,468 Interest expense (Note 8 & 9) 12,641 5,789 23,939 2,085,519 Listing expense (Note 4) - 52,942 - 8,078,750 Loss for the period $ 498,381$ 800,092 $ 1,780,369$ 16,114,523 Foreign currency translation 8,146 (19,020) (73,499) 39,588 Comprehensive loss for the period 506,527 781,072 1,706,870 16,154,111 Loss per share – basic and diluted $ 0.00$ 0.01 $ 0.02$ 0.18 Weighted average number of shares outstanding: Basic and diluted 108,453,698 109,783,043 108,314,236 87,692,740

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

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INTERFIELD GLOBAL SOFTWARE INC. (formerly Highbury Projects Inc.) Condensed Consolidated Interim Statements of Cash Flows - (Unaudited Expressed in United States dollars)

Condensed Consolidated Interim Statements of Cash Flows (Unaudited- Expressed in United States dollars)
	Nine Months Ended September 30,
	2024 2023
CASH PROVIDED BY (USED IN): Cash flows from operating activities: Net loss for the period Non-cash item: Listing expense Finder's fee Interest Share based compensation Unrealized foreign exchange Amortization Shareholder's current account Changes in non-cash working capital: Accounts receivable Prepaid expenses and deposits Accounts payable Due to related party Withholding tax liability Employee gratuity payable Unearned revenue Cash flows from investing activities: Purchase of property, plant and equipment Intangible assets Cash flows from financing activities: Proceeds from issuance of common shares Share issuance costs Notes payable Warrants exercised Share subscriptions received Decrease in cash and cash equivalents Cash and cash equivalents – beginning of period Cash and cash equivalents – end ofperiod	$ (1,780,369) $ (16,114,523) - 7,991,338 - 3,270,756 - 2,057,641 254,068 203,354 73,499 (48,097) 1,287 1,661 - 2,506 34,448 (60,917) 1,098 515,294 437,491 573,012 641,484 48,803 (58,609) - 16,441 16,439 - 1,000
	(379,162) (1,541,733) 110 (4,189) - (512,868)
	110 (517,057) 151,036 2,002,924 (10,386) (77,126) 43,604 66,128 - 70,816 - 22,094
	184,254 2,084,836 (194,798) 26,046 220,649 43,071
	$ 25,851 $ 69,117

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

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INTERFIELD GLOBAL SOFTWARE INC. (formerly Highbury Projects Inc.)

Condensed Consolidated Interim Statements of Changes in Shareholders’ (Deficit) Equity - (Unaudited Expressed in United States dollars)

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Common shares
Share Accum. Other
Warrants Contributed Units to be subscriptions comprehensive Accumulated
Number Amount reserves surplus issued received income. deficit Total
Balance – January 1, 2023 3,847,559 $ 50,000 $ - $ - $ 40,648,842 $ - $ - $ (42,180,794) $ (1,481,952)
Shares and warrants issued to settle founder debt (Note 8) 27,769,794 14,412,890 13,553,845 - (27,966,735) - - - -
Shares and warrants issued for convertible debt (Note 10) 47,913,016 4,834,154 3,493,592 - (8,327,746) - - - -
Shares and warrants issued for advisory fees (Note 8 &10) 3,771,758 1,957,564 1,546,926 - (3,504,490) - - - -
Shares and warrants issued to settle other debt (Note 8 &10) 1,056,997 548,589 301,282 - (849,871) - - - -
Shares issued for private placement (Note 11) 3,145,468 1,599,266 403,658 - - - - - 2,002,924
Reverse take-over transaction (Note 4) 12,500,000 6,359,518 - - - - - - 6,359,518
GEM Warrants (Note 12) - - 3,240,073 - - - - - 3,240,073
Finders' fee (Note 11) 4,375,000 2,225,832 561,801 - - - - - 2,787,633
Warrants exercised 495,138 123,952 (53,134) - - - - - 70,818
Net loss for the period - - - - - - (73,378) (16,114,523) (16,187,901)
Balance – September 30, 2023 104,874,730 $ 32,111,765 $ 23,048,043 $ - $ - $ - $ (73,378) $ (58,295,317) $ (3,208,887)
Shares issued for private placement (Note 10) 2,335,800 322,970 117,481 - - - - - 440,451
Share issuance costs (Cash) - (92,748) - - - - - - (92,748)
Share issuance costs (Broker warrants) - (5,239) 5,239 - - - - - -
Warrants exercised 272,728 127,159 (81,340) - - - - - 45,819
Withholding tax liability - - (1,862,030) - - - - - (1,862,030)
Foreign currency translation - - - - - - 253,582 - 253,582
Share based compensation (Note 10) - - - 287,817 - - - - 287,817
Subscriptions received - - - - - 30,568 - - 30,568
Net loss for the period - - - - - - - (138,902) (138,902)
Balance – December 31, 2023 107,483,258 $ 32,463,907 $ 21,227,393 $ 287,817 $ - $ 30,568 $ 180,204 $ (58,434,219) $ (4,244,330)
Shares issued for private placement (Note 10) 970,440 128,970 52,760 - - (30,568) - - 151,162
Share issuance costs (Broker warrants) - (3,041) 3,041 - - - - - -
Share issuance costs (Cash) - (10,512) - - - - - - (10,512)
Share based compensation (Note 10) - - - 254,068 - - - - 254,068
Net loss for the period - - - - - - 73,499 (1,780,369) (1,706,870)
Balance – September 30, 2024 108,453,698 $ 32,579,324 $ 21,283,194 $ 541,885 $ - $ - $ 253,703 $ (60,214,588) $ (5,556,482)
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The accompanying notes are an integral part of these consolidated financial statements.

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INTERFIELD GLOBAL SOFTWARE INC. (formerly Highbury Projects Inc.) Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the Nine Months ended September 30, 2024

1. CORPORATE INFORMATION, NATURE OF OPERATIONS AND GOING CONCERN

Interfield Global Software Inc. (formerly Highbury Projects Inc.) (the “Company” or “Interfield”) was incorporated under the Alberta Business Corporations Act on July 12, 1993 and is currently a publicly traded company listed on the Neo Exchange under the symbol “IFSS”.

The Company’s registered office, principal address and registered and records office is 1560 – 200 Burrard Street, Vancouver, BC V6C 3L6.

These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business.

On February 15, 2023, the Company completed the acquisition between the Company and Interfield Solutions Ltd. (“ISL”), under which ISL became a wholly owned subsidiary of the Company. For accounting purposes, the acquisition constituted a reverse takeover (“RTO”) (Note 4) whereby ISL is identified as the acquirer of the Company. The condensed consolidated interim financial statements for the nine months ended September 30, 2024 include the results of operations of ISL from January 1, 2023 and the Company from February 15, 2023, the date of the RTO. The comparative figures are those of ISL. The Company’s principal business is the development and operation of software programs that provide tailor-made data management and marketplace solutions for companies worldwide in several industries including but not limited to, oil and gas, mining and renewables.

These condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes that assets will be realized, and liabilities discharged in the normal course of business in the foreseeable future. Accordingly, these consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or on the discharge or classification of liabilities, should the Company be unable to continue its business in the normal course. Such adjustments could be material.

For the nine months ended September 30, 2024, the Company has incurred a net loss of $1,780,369 (2023 - $16,114,523). The Company also had operating cash outflows of $379,162 (2023 – $1,541,733). Further, the Company has no proven history of performance, earnings or success. and has incurred losses since its inception.

The Company will periodically have to raise funds to continue operations, and, though it has been successful in doing so in the past, there is no assurance it will be able to do so in the future. These condensed consolidated interim financial statements do not include any adjustments to the carrying values of assets and liabilities, the reported expenses and statement of financial position classifications that might be necessary should the Company be unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Management is seeking to raise the necessary capital to meet its funding requirements. There can be no assurance that management’s plan will be successful. If the going concern assumption were not appropriate for these financial statements, then adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the statement of financial position classifications used. Such adjustments could be material. These factors indicate the existence of material uncertainties that may cast significant doubt as to the Company’s ability to continue as a going concern.

2. BASIS OF PRESENTATION

Statement of compliance

The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”).

The condensed consolidated interim financial statements were approved by the Board of Directors of the Company on November 12, 2024.

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INTERFIELD GLOBAL SOFTWARE INC. (formerly Highbury Projects Inc.) Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the Nine Months ended September 30, 2024

3. MATERIAL ACCOUNTING POLICIES

Basis of presentation

The condensed consolidated interim financial statements have been prepared on a historical cost basis except for certain financial assets measured at fair value. All dollar amounts presented are in United States dollars unless otherwise specified.

Basis of consolidation

These condensed consolidated interim financial statements incorporate the financial statements of the Company and its subsidiaries. The Company’s subsidiaries are as follows:

Subsidiary	Location	Ownership Interest	Accounting
Interfield Solutions Ltd.	Republic of Seychelles	100%	Consolidated
Interfield Software SolutionsLLC	UnitedArabEmirates	100%	Consolidated

A subsidiary is an entity over which the Company has control. The Company controls an entity when the parent is exposed to or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The financial statements of subsidiaries are included in the condensed consolidated interim financial statements from the date which control is transferred or acquired until the date that control ceases.

All intercompany transactions and balances have been eliminated on consolidation.

Functional currency

The functional currency represents the currency of the primary economic environment in which an entity conducts its operations. Determination of the functional currency is made at the entity level within the Company. In the case of its Canadian operations, the Company has identified the functional currency as the Canadian dollar. The functional currency of the subsidiaries is the United States dollar. The presentation currency of all entities is the United States dollar.

For entities where the functional currency differs from the presentation currency, the translation of foreign currency balances is as follows:

• Assets and liabilities are translated at period end exchange rates;

• Revenue and expenses are translated using exchange rates approximating those in effect on the date transactions occurred; and

• Exchange gains and losses arising on translation are recorded to foreign currency translation reserve in other comprehensive income.

Going concern

The assessment of the Company’s ability to execute its strategy by funding future working capital requirements requires judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, such as expectations of future events that are believed to be reasonable under the circumstances.

4. REVERSE TAKEOVER

On February 15, 2023, the Company acquired 100% of the issued and outstanding shares of ISL. As a result of this acquisition, the shareholders of ISL obtained control of the Company through the acquisition of approximately 87.5% of the common shares of the combined entity and the transaction has been accounted for as a reverse takeover (“RTO”).

Accordingly, for accounting purposes, ISL has been treated as the accounting parent company (legal subsidiary) and the Company has been treated as the accounting subsidiary (legal parent) in these consolidated financial statements. As ISL was deemed to be the acquirer for accounting purposes, its assets, liabilities and operations since incorporation are included in these condensed consolidated interim financial statements at their historical carrying value.

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INTERFIELD GLOBAL SOFTWARE INC. (formerly Highbury Projects Inc.) Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the Nine Months ended September 30, 2024

4. REVERSE TAKEOVER (continued…)

The RTO has been accounted for as a share-based payment transaction with a listing expense of $6,446,966 in accordance with IFRS 2 – Share based payments. For purposes of this RTO transaction, the purchase price consideration paid was $6,359,518 and the amount received was the fair value of the net liabilities acquired of the Company, which on January 15, 2023 was $87,448. These amounts were calculated as follows:

Purchase price:

Fair value of 12,500,000 shares deemed issued by ISL Total purchase price Cash and cash equivalents Accounts receivable Accounts payable Loans payable Net liabilties acquired Consideration paid in excess of net asset acquired Total listing expense	$ 6,359,518 $ 6,359,518
	$ 5,942 2,420 (23,115) (72,695)
	(87,448) 6,446,966
	$ 6,446,966

Total listing expense

5. ACCOUNTS AND OTHER RECEIVABLES

	September 30,		December 31,
Accounts receivable $	2024 30,755	$	2023 13,573
Sales tax receivable	13,495		65,125
$	44,250	$	78,698

6. PROPERTY, PLANT AND EQUIPMENT

Cost:
Balance, December 31, 2022	$	46,241
Additions for the year		4,202
Balance, December 31, 2023		50,443
Additions for the period		572
Balance, September 30,2024		51,015
Accumulated amortization:
Balance, December 31, 2022		42,251
Amortization during the year		2,297
Balance, December 31, 2023		44,548
Additions for the period		1,969
Balance, September 30,2024	$	46,517
Net book value:
As atDecember31,2023		5,895
As at September 30, 2024	$	4,498

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INTERFIELD GLOBAL SOFTWARE INC. (formerly Highbury Projects Inc.) Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the Nine Months ended September 30, 2024

7. TRADE AND OTHER PAYABLES

The Company’s accounts payable and accrued liabilities are as follows:

	September 30,		December 31,
Trade payables $	2024 1,093,748	$	2023 490,579
Accrued liabilities	585,593		751,271
$	1,679,341	$	1,241,850

8. NOTES PAYABLE

Balance, December 31, 2022	161,492
Promissory notes issued during the year	103,590
Promissory notes settled during the year	(21,613)
Interest expense for the year	23,996
Foreign exchange adjustment	2,145
Balance, December 31,2023	$ 269,610
Promissory notes issued during the period	50,094
Promissory notes settled during the year	(30,446)
Interest expense for the period	26,602
Foreign exchange adjustment	(2,646)
Balance, September 30, 2024	313,214

The notes bear an annual interest rate of 0.00% to 15%. Interest of $26,602 (2023: $787) was accrued during the nine months ended September 30, 2024. The notes payable issued are due on demand.

9. RELATED PARTY TRANSACTIONS

All related party transactions were incurred in the normal course of operations and are recorded at the amount agreed upon by the related parties.

In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Company has identified its members of the Board of Directors and certain senior officers as its key management personnel, including the Chief Executive Officer and Chief Financial Officer. The remuneration of directors and key management is determined by the compensation committee of the Board of Directors. The management fees, consulting fees and other compensation of directors and key management personnel were as follows for the nine months ended September 30, 2024 and 2023:

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Nine months ended September 30,
2024 2023
Salaries & benefits $ 135,000 274,500
Consulting fees 139,500 13,500
Share based compensation $ 227,575 180,134
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The balances with related parties as at September 30, 2024 and December 31, 2023 are as follows:

Due to related parties

Due to related parties
	September 30,		December 31,
	2024		2023
$	1,761,546	$	1,120,062

• All amounts, except for loans from shareholders and obligations, bear no interest and have no fixed terms of repayment. Amounts advanced by related parties were used for the Company’s working capital requirements.

• • Related parties consist of directors and officers of the Company as well as companies related to the directors and officers of the Company.

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INTERFIELD GLOBAL SOFTWARE INC. (formerly Highbury Projects Inc.) Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the Nine Months ended September 30, 2024

10. SHARE CAPITAL AND RESERVES

Authorized share capital

An unlimited number of common shares without par value.

Issued Share Capital

On February 15, 2023, the Company implemented a share split of one pre-split common share for 219.86 post-split common shares. Then the Company implemented a share consolidation of one post ‐ consolidation common share for 2.86 pre ‐ consolidation common shares. The number of shares and relevant information including but not limited to the share price, number of warrants and options and exercise price per warrant and option presented in these condensed consolidated interim financial statements for the nine months ended September 30, 2024 have been retroactively adjusted accordingly.

Private placements

On February 9, 2023, the Company closed a non-brokered private placement of subscription receipts for aggregate gross proceeds of $2,002,924. Upon closing of the RTO, each subscription receipts was automatically convertible into 1 unit of the Company, whereby a unit consists of one common share and one warrant, with each warrant exercisable into one common share of the Company. On February 15, 2023, the Company closed the RTO transaction and the Company issued 3,145,468 units. Each warrant in the unit has an exercise price of CAD$1.00 with an expiry date of February 16, 2025. The fair value of these warrants was $403,658 based on the Black Scholes model.

In connection with the private placement, Interfield incurred share issue costs of $51,835 and issued 18,313 broker warrants. Each broker warrant is exercisable into one common share of the Company and has an exercise price of CAD$1.00 with an expiry on February 16, 2025. The fair value of the broker warrants issued was $2,352 using the Black Scholes model.

On December 22, 2023, the Company closed the first tranche of a non-brokered private placement. The Company issued 2,335,800 units for gross proceeds of $440,451. Each unit consists of one common share and one warrant, with each warrant exercisable into one common share of the Company at an exercise price of CAD $0.40 for a period of three years. The fair value of these warrants was $117,480 based on the Black Scholes model.

In connection with the private placement, Interfield incurred share issue costs of $40,913 and issued 57,400 broker warrants. Each broker warrant is exercisable into one common share of the Company and has an exercise price of CAD$0.40 for a period of 3 years. The fair value of the broker warrants issued was $2,887 using the Black Scholes model.

On January 2, 2024, the Company closed the second tranche of a non-brokered private placement. The Company issued 800,000 units (the “Unit”) at a price of CAD$0.25 per Unit, for gross proceeds of CAD$200,000. Each Unit consists of one common share and one common share purchase warrant at an exercise price of CAD$0.40 for a period of three years. The fair value of these warrants was $43,403 based on the Black Scholes model. The Company paid to qualifying armslength parties finder’s fees of CAD$14,000 in cash and 56,000 finder’s warrants. The fair value of these warrants was $3,041 based on the Black Scholes model.

On March 14, 2024, the Company closed the third and final tranche of a non-brokered private placement. The Company issued 170,440 Units at a price of CAD $0.25 per Unit, for gross proceeds of CAD$42,610. Each Unit consists of one common share and one common share purchase warrant at an exercise price of CAD$0.40 for a period of three years. The fair value of these warrants was $9,357 based on the Black Scholes model.

Reverse takeover

On February 15, 2023, the Company issued 12,500,000 common shares with a fair value of $6,359,561 to the former shareholders of Highbury upon closing of the RTO (note 4).

In connection with the RTO transaction, the Company incurred a finders fee and issued 4,375,000 common shares along with 4,375,000 common share purchase warrants. Each warrant is exercisable into one common share of the Company at an exercise price of CAD $1.00. The fair value of these common shares was $2,225,831 and the fair value of the warrants was $561,801 respectively based on the Black Scholes model. The value of the shares and warrants issued is included in finders’ fee on the statement of loss and comprehensive loss.

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INTERFIELD GLOBAL SOFTWARE INC. (formerly Highbury Projects Inc.) Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the Nine Months ended September 30, 2024

10. SHARE CAPITAL AND RESERVES (continued…)

Long-term Incentive Plan

Effective June 12, 2023, the Company adopted a long-term incentive plan (the “Incentive Plan”). The aggregate number of shares to be reserved and set aside for issue upon the exercise or redemption and settlement for all awards granted under the Incentive Plan is fixed at 20,000,000, including the issuance of Deferred Share Units (“DSUs”), Performance Share Units (“PSUs”), and Restricted Share Units (“RSUs”), collectively, the “Share Unit Awards”. The Share Unit Awards can be settled through a delivery of cash, common shares, or any combination thereof, at the sole discretion of the Board. As the Company intends to settle any vested Share Unit Award through the issuance of common shares, Interfield has accounted for these awards as equity-settled instruments. To date, the Company has not granted any RSUs, PSUs or DSUs under the Incentive Plan.

Stock Options

A summary of the Company’s stock option activities for the nine months ended September 30, 2024 and the year ended December 31, 2023 are as follows:

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Nine months ended September 30, 2024 Year ended December 31, 2023
Weighted average
Number of exercise price Number of Weighted average
options (CAD) options exercise price
Balance as at beginning of period 5,600,000 $ 0.50 - $ -
Granted during the period - - 5,600,000 0.50
Balance as at end of period 5,600,000 $ 0.50 5,600,000 $ 0.50
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As at September 30, 2024, the following stock options were outstanding and vested:

Exercise			Remaining
price	December 31,	September 30,	contractual	Number of
(CAD)	2023	Granted 2024	Expiry date life in years	options vested
0.50 $	5,400,000	- 5,400,000	June 13, 2028 3.70	1,800,000
0.40 $	200,000	- 200,000	July 17, 2025 0.79	200,000
	5,400,000	- 5,600,000		2,000,000
		0.50 $	Weighted average exercise price

During the nine months ended September 30, 2024, there was no stock option activity.

On June 13, 2023, the Company granted 5,400,000 stock options to directors, officers, and consultants of the Company with exercise prices of CAD $0.50 per share. The stock options have an expiry of five years. These stock options will vest equally over three years beginning from the grant date. These stock options have a fair value of CAD$975,147 using the Black Scholes model.

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INTERFIELD GLOBAL SOFTWARE INC. (formerly Highbury Projects Inc.) Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the Nine Months ended September 30, 2024

10. SHARE CAPITAL AND RESERVES (continued…)

On July 17, 2023, the Company granted 200,000 stock options to former management and a director with an exercise price of CAD$0.40. These stock options have an expiry of two years and will vest 50% immediately and 50% on the first anniversary of the grant date. These stock options have a fair value CAD$15,326 using the Black Scholes model.

The fair value of options granted during the nine months ended September 30, 2024 and the year ended December 31, 2023 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

	Nine months ended	Year ended
	September 30, 2024	December 31, 2023
Risk-free rate	N/A	3.76% to 4.13%
Expected option life	N/A	2-5 years
Expected stock volatility	N/A	66% to 68%
Expected dividend yield	N/A	Nil

The Company amortizes the total fair value of options over the graded vesting schedule. Consequently, the total compensation expense recognized for options during the nine months ended September 30, 2024 was $254,068 (2023: $203,354).

Warrants

A summary of the warrant activities is as follows:

		Weighted
	Number of	average exercise
	warrants	price (CAD)
Balance, December 31, 2022	-	-
Issued during the year	106,245,367	0.34
Exercised during the year	(767,866)	0.19
Balance, December 31, 2023	105,477,501	0.34
Issued during the period	1,026,440	0.40
Cancelled during the period	(8,101,296)	0.38
Balance, September 30, 2024	98,402,645	$ 0.35

During the year ended December 31, 2023, a total of 767,866 warrants were exercised. 495,138 of the warrants were issued to settle outstanding debt due to the warrant holder of $68,797. The remaining 272,728 warrants were exercised for gross proceeds of $43,658. As part of these exercises, $134,474 was reclassed from warrant reserves to share capital. The Company accrued a liability related to withholding tax due on certain warrants issued during the year in the amount of $1,862,030 and has been included in the statement of financial position in Withholding tax liability and Warrant reserves.

The fair value of share purchase warrants granted during the nine months ended September 30, 2024 and the year ended December 31, 2023 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

Risk-free rate Expected option life Expected stock volatility Expected dividend yield	Nine months ended September 30, 2024 Year ended December 31, 2023
	3.74% to 3.97% 2.69% to 4.17% 3 years 2 to 3 years 69% to 70% 63% to 69% N/A n/a

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INTERFIELD GLOBAL SOFTWARE INC. (formerly Highbury Projects Inc.) Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the Nine Months ended September 30, 2024

10. SHARE CAPITAL AND RESERVES (continued…)

The following common share purchase warrants were outstanding as at September 30, 2024:

				Remaining
			Exercise price	contractual life
Expiry date	Number of warrants		(CAD)	(years)
February 16, 2025	31,617,323	$	0.13	0.38
February 16, 2025	3,532,058		0.16	0.38
February 16, 2025	34,795,943		0.22	0.38
February 16, 2025	3,590,771		0.25	0.38
February 16, 2025	1,777,110		0.28	0.38
February 16, 2025	687,020		0.30	0.38
February 16, 2025	9,480,644		1.00	0.38
February 16, 2026	9,502,136		1.00	1.38
December 21, 2026	2,393,200		0.40	2.22
January 1, 2027	856,000		0.40	2.25
March 13,2027	170,440		0.40	2.45
	98,402,645	$	0.35	0.54

The weighted average life of warrants outstanding as at September 30, 2024 is 0.54 years.

Loss per share

The effect of dilutive securities including options and warrants has not been shown as the effect of all such securities is anti-dilutive.

11. GEM WARRANTS

On December 13, 2021, Interfield entered into an agreement (the “GEM Agreement”) with GEM Global Yield LLC SCS (“GEM”), a private alternative investment group, whereby GEM agreed to provide Interfield with a share subscription facility of up to $30 million for a 36-month term following the public listing of Interfield.

In the three months ended March 31, 2023 and in accordance with the GEM Agreement, the Company issued 9,502,136 common share purchase warrants. Each warrant is exercisable into one common share of the Company at an exercise price of CAD $1.00 expiring on February 16, 2026. The fair value of these warrants was $3,240,073 using the Black Scholes model. The Company has also accrued a fee payable to GEM of $444,690. This fair value of the warrants and the fee was expensed as a financing fee included in the Company’s statement of loss and comprehensive loss.

12. SEGMENTED INFORMATION

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

The Company operates in both Canada and the UAE. All of the Company’s revenue and long-term assets are in the UAE .

13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The fair value of the Company’s receivables and payables approximate their carrying value, due to their short-term nature. The Company’s cash is measured at fair value under the fair value hierarchy based on level one quoted prices in active markets for identical assets or liabilities.

The Company’s financial instruments are exposed to certain financial risks, including credit risk, liquidity risk, interest rate risk and price risk, and currency risk.

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INTERFIELD GLOBAL SOFTWARE INC. (formerly Highbury Projects Inc.) Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the Nine Months ended September 30, 2024

13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued…)

Credit

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.

The Company is exposed to credit risk on its cash and receivables. The Company does not have any asset-backed commercial paper. The Company performs ongoing credit evaluations of its trade receivables but does not require collateral. The Company establishes an allowance for doubtful accounts based on the credit risk applicable to particular customers and historical data. The Company maintains cash deposits with Schedule A financial institutions, which from time to time may exceed federally insured limits. The Company has not experienced any significant credit losses and believes it is not exposed to any significant credit risk.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.

The Company manages liquidity risk through its capital management as outlined in Note 14. The Company’s ability to continue as a going concern is dependent on management’s ability to raise required funding through future equity issuances and through short-term borrowing. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments. As at September 30, 2024, management is actively reviewing its options to raise additional working capital for the Company to support ongoing operations and meet its liabilities as they fall due.

14. CAPITAL DISCLOSURE AND MANAGEMENT

The Company’s capital management policy is to maintain a strong, but flexible capital structure that optimizes the cost of capital, creditor and market confidence while sustaining the future development of the business.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions. The Company’s capital structure includes negative shareholders’ equity as at September 30, 2024 of ($5,556,482) (As at December 31, 2023 - ($4,244,330)). In order to maintain or adjust the capital structure, the Company may from time to time issue shares, seek additional debt financing and adjust its capital spending to manage current and projected debt levels. The Company is not subject to externally imposed capital requirements other than as noted above. There were no changes to the Company’s approach to capital management during the nine months ended September 30, 2024.

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