Mobio Technologies Inc. — Interim / Quarterly Report 2025

Apr 1, 2025

mobio technologies

Mobio Technologies Inc.

Condensed Consolidated Interim Financial Statements
(Unaudited)

(EXPRESSED IN CANADIAN DOLLARS)

For the Three and Six Months Ended January 31, 2025 and 2024

Index

Condensed Consolidated Interim Statements of Financial Position
Condensed Consolidated Interim Statements of Comprehensive Loss
Condensed Consolidated Interim Statements of Changes in Equity (Deficit)
Condensed Consolidated Interim Statements of Cash Flows
Notes to Condensed Consolidated Interim Financial Statements

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NOTICE OF NO AUDITOR REVIEW OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

The Company’s auditors have not reviewed or been involved in the preparation of these condensed consolidated interim financial statements.

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed consolidated interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

In accordance with National Instrument 51-102 Section 4.3(3)(a) released by the Canadian Securities Administrators, the Company discloses that its auditors have not reviewed the unaudited condensed consolidated interim financial statements in accordance with the standards established by the Chartered Professional Accountants Canada for a review of condensed consolidated interim financial statements by an entity’s auditor, for the three and six month periods ended January 31, 2025 and 2024.

The accompanying condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

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MOBIO TECHNOLOGIES INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(Unaudited - Expressed in Canadian dollars)

As at	Notes	January 31, 2025	July 31, 2024
ASSETS
Current Assets
Cash		$ 76,920	$ 295,577
Accounts receivable	3	14,840	5,370
Deposits and prepaid expenses		11,779	1,092
TOTAL ASSETS		$ 103,539	$ 302,039
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	5,9	$ 150,059	$ 218,486
Due to related party	4	-	60,052
Related party loans payable	6	1,413,670	1,195,889
TOTAL LIABILITIES		1,563,729	1,474,427
EQUITY (DEFICIT)
Share capital	7	26,941,574	26,941,574
Equity portion of debt	6	148,998	108,585
Share-based payment reserve		14,915	14,915
Deficit		(28,565,677)	(28,237,462)
TOTAL EQUITY (DEFICIT)		(1,460,190)	(1,172,388)
TOTAL LIABILITIES AND EQUITY (DEFICIT)		$ 103,539	$ 302,039
Nature of operations and going concern uncertainty	1
Proposed transaction	12

Approved on behalf of the board

"Brian O'Neill"

"Laurie Baggio"

Brian O'Neill, Director

Laurie Baggio, Chief Executive Officer

See accompanying notes to the condensed consolidated interim financial statements.

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MOBIO TECHNOLOGIES INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited - Expressed in Canadian dollars)

	Notes	Three months ended January 31,		Six months ended January 31,
		2025	2024	2025	2024
REVENUE
Sales		$ -	$ 1,293	$ 623	$ 3,167
EXPENSES
Personnel	9	54,681	51,378	108,486	102,480
Professional fees		25,682	68,156	79,237	95,365
Office and administration		11,554	13,063	19,446	21,282
Regulatory and filing costs		7,749	6,894	10,938	8,579
Software and IT		11,195	1,901	12,837	3,703
Marketing		378	106	378	106
Foreign exchange		(294)	(363)	(344)	(80)
		110,945	141,135	230,978	231,435
OTHER ITEMS
Interest expense	6,9	50,842	23,536	98,194	45,776
Other income		(333)	-	(334)	-
Net loss and comprehensive loss for the period	8	$ (161,454)	$ (163,378)	$ (328,215)	$ (274,044)
Basic and diluted loss per share	8	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.01)
Weighted average number of common shares outstanding, basic and diluted	8	42,583,260	42,583,260	42,583,260	42,583,260

See accompanying notes to the condensed consolidated interim financial statements.

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MOBIO TECHNOLOGIES INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

(Unaudited - Expressed in Canadian dollars)

	Notes	Share capital				Deficit	Total
		Number of shares	Amount	Equity portion of debt	Share-based payments reserves
Balance at July 31, 2023		42,583,260	$ 26,941,574	$ 72,738	$ 14,915	$ (27,712,204)	$ (682,977)
Equity portion of debt		-	-	4,692	-	-	4,692
Loss for the period		-	-	-	-	(274,044)	(274,044)
Balance at January 31, 2024		42,583,260	26,941,574	77,430	14,915	(27,986,248)	(952,329)
Balance at July 31, 2024		42,583,260	26,941,574	108,585	14,915	(28,237,462)	(1,172,388)
Equity portion of debt	6	-	-	40,413	-	-	40,413
Loss for the period		-	-	-	-	(328,215)	(328,215)
Balance at January 31, 2025		42,583,260	$ 26,941,574	$ 148,998	$ 14,915	$ (28,565,677)	$ (1,460,190)

See accompanying notes to the condensed consolidated interim financial statements.

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MOBIO TECHNOLOGIES INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited - Expressed in Canadian dollars)

	Notes	Six months ended January 31,
		2025	2024
OPERATING ACTIVITIES
Net loss for the period	$	(328,215)	$(274,044)
Items not affecting cash:
Accrued interest expense		98,194	45,776
Net changes in non-cash working capital:
Accounts receivable		(9,470)	(7,984)
Deposits and prepaid expenses		(10,687)	(11,070)
Accounts payable and accrued liabilities		(68,427)	21,623
Net cash used in operating activities		(318,605)	(225,699)
INVESTING ACTIVITIES
Advances to related party		-	(5,054)
Repayment of related party loans		(60,052)	70,000
Net cash (used) provided by investing activities		(60,052)	64,946
FINANCING ACTIVITIES
Proceeds from related party loans		160,000	-
Repayment of government term loans		-	(30,000)
Net cash provided (used) by financing activities		160,000	(30,000)
NET CHANGE IN CASH		(218,657)	(190,753)
CASH, BEGINNING OF THE PERIOD		295,577	207,848
CASH, END OF THE PERIOD	$	76,920	$17,095

See accompanying notes to the condensed consolidated interim financial statements.

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MOBIO TECHNOLOGIES INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited - Expressed in Canadian Dollars)
Six Months Ended January 31, 2025 and 2024
mobio technologies

1. NATURE OF OPERATIONS AND GOING CONCERN UNCERTAINTY

Mobio Technologies Inc. ("Mobio" or the "Company") was incorporated pursuant to the provisions of the Business Corporations Act (Alberta) on November 19, 1998 and was continued into British Columbia under the Business Corporations Act (British Columbia). The Company's registered and records office is located at 204 – 1080 Mainland Street, Vancouver, BC, V6B 2T4. Mobio is a public company whose shares are listed on the TSX Venture Exchange under the symbol "MBO". The Company's primary line of business is Strutta.com Media Inc. ("Strutta"), a social promotions platform that allows brands to run contests and sweepstakes across multiple social web channels. In addition, the Company invests in start-up technology companies.

These condensed consolidated interim financial statements have been prepared using the going concern assumption, which assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. During the period ended January 31, 2025, the Company generated a net loss of $328,215 and has an accumulated deficit of $28,565,677 as at January 31, 2025.

The continuing operations of the Company are dependent upon its ability to develop profitable operations in the future and to raise adequate financing, if necessary. The Company has generated operating losses since inception. The application of the going concern concept is dependent on the Company's ability to achieve profitable operations and obtain necessary financing.

There can be no assurance that the Company will be successful in achieving profitability or raising additional cash to finance operations. These conditions indicate the existence of a material uncertainty that may raise significant doubt about the Company's ability to continue as a going concern. The condensed consolidated interim financial statements do not include any adjustments relating to the recoverability of assets and liabilities that might be necessary should the Company be unable to continue as a going concern and such adjustments could be material.

2. BASIS OF PRESENTATION

These condensed consolidated interim financial statements were authorized for issue on April 1, 2025, by the Board of Directors of the Company.

Statement of Compliance

These condensed consolidated interim financial statements have been prepared in compliance with IAS 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (IASB). These condensed interim consolidated financial statements have been prepared using the same accounting policies and methods of computation as the most recent annual financial statements for the year ending July 31, 2024.

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MOBIO TECHNOLOGIES INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited - Expressed in Canadian Dollars)
Six Months Ended January 31, 2025 and 2024
mobio
technologies

3. ACCOUNTS RECEIVABLE

		January 31, 2025	July 31, 2024
Trade receivables	$	8,373	$ 254
GST recoverable		6,467	5,116
Total accounts receivable	$	14,840	$ 5,370

4. DUE TO/FROM RELATED PARTY

During the period ended January 31, 2025, the Company paid $60,052 (January 31, 2024 – paid $5,054) to Tracksuit Movers Inc., which is considered a related party due to common directors and shareholders, to cover associated audit fees in connection with the proposed transaction described in Note 12. The amounts due to/from related party are unsecured, have no fixed terms of repayment and are non-interest bearing.

5. TRADE PAYABLES AND ACCRUALS

		January 31, 2025	July 31, 2024
Accounts payable	$	23,626	$ 79,451
Accrued liabilities		126,433	139,035
Total accounts payable and accrued liabilities	$	150,059	$ 218,486

Included in accounts payable and accrued liabilities at January 31, 2025 is $90,383 (July 31, 2024 - $147,330) owing to officers of the Company (Note 9).

6. RELATED PARTY LOANS PAYABLE

On August 14, 2019, the Company received a loan in the amount of $25,000 from a company controlled by an officer. The loan is unsecured, due on demand and bears interest at 10% per annum. During the period ended January 31, 2025, the Company recorded $2,017 (period ended January 31, 2024 - $1,835) (Note 9) in interest on the loan. The balance of the loan at January 31, 2025 is $42,159 (July 31, 2024 - $40,142).

On August 29, 2019, the Company received a loan in the amount of $100,000 from a company controlled by a significant shareholder. The loan is unsecured, due on demand and bears interest at 10% per annum. During the period ended January 31, 2025, the Company recorded $8,006 (period ended January 31, 2024 - $7,282) (Note 9) in interest on the loan. The balance of the loan at January 31, 2025 is $167,974 (July 31, 2024 - $159,968).

On November 20, 2019, the Company received a loan in the amount of $50,000 from a company controlled by an officer. The loan is unsecured, due on demand and bears interest at 10% per annum. During the period ended January 31, 2025, the Company recorded $3,836 (period ended January 31, 2024 - $3,489) (Note 9) in interest on the loan. The balance of the loan at January 31, 2025 is $82,155 (July 31, 2024 - $78,319).

On January 30, 2020, the Company received a loan in the amount of $50,000 from a company

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MOBIO TECHNOLOGIES INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited - Expressed in Canadian Dollars)
Six Months Ended January 31, 2025 and 2024
mobio technologies

6. RELATED PARTY LOANS PAYABLE (CONT'D)

controlled by an officer. The loan is unsecured, due on demand and bears interest at 10% per annum. During the period ended January 31, 2025, the Company recorded $3,693 (period ended January 31, 2024 - $3,360) (Note 9) in interest on the loan. The balance of the loan at January 31, 2025 is $80,588 (July 31, 2024 - $76,895).

On April 6, 2020, the Company received a loan in the amount of $100,000 from a company controlled by a significant shareholder. The loan is unsecured, due on demand and bears interest at 10% per annum. During the period ended January 31, 2025, the Company recorded $7,383 (period ended January 31, 2024 - $6,710) (Note 9) in interest on the loan. The balance of the loan at January 31, 2025 is $158,483 (July 31, 2024 - $151,100).

On January 10, 2022, the Company received a loan in the amount of $100,000 from a company controlled by a significant shareholder. The loan is unsecured, due on demand and bears interest at 10% per annum. During the period ended January 31, 2025, the Company recorded $6,169 (period ended January 31, 2024 - $5,612) (Note 9) in interest on the loan. The balance of the loan at January 31, 2025 is $133,899 (July 31, 2024 - $127,730).

On January 10, 2022, the Company received a loan in the amount of $25,000 from a company controlled by an officer. The loan is unsecured, due on demand and bears interest at 10% per annum. During the period ended January 31, 2025, the Company recorded $1,542 (period ended January 31, 2024 - $1,403) (Note 9) in interest on the loan. The balance of the loan at January 31, 2025 is $33,475 (July 31, 2024 - $31,933).

On June 20, 2023, the Company received a loan in the amount of $50,000 from a company controlled by an officer. The loan is unsecured, due on demand and bears interest at 12% per annum. During the period ended January 31, 2025, the Company recorded $3,389 (period ended January 31, 2024 - $3,057) (Note 9) in interest on the loan. The balance of the loan at January 31, 2025 is $60,160 (July 31, 2024 - $56,771).

On June 21, 2023, the Company received a loan in the amount of $200,000 from a company controlled by a significant shareholder. The loan is unsecured, bears interest at 12% per annum. The principal balance plus accrued interest was due and payable on December 31, 2023. On December 29, 2023 the Company extended maturity to June 30, 2024. Upon extension, the Company recognized an equity component of $4,692 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest of 17.5%. On June 28, 2024 the Company further extended maturity of the loan to December 31, 2024. Upon extension, the Company recognized an equity component of $9,162 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest of 22%. On December 31, 2024 the Company further extended maturity of the loan to June 30, 2025. Upon extension, the Company recognized an equity component of $9,555 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest of 22%. During the period ended January 31, 2025, the Company recorded $22,953 (period ended January 31, 2024 - $13,027) (Note 9) in interest and accretion on the loan. The balance of the loan at January 31, 2025 is $233,422 (July 31, 2024 - $220,024).

On July 31, 2024, the Company closed first tranche of the Bridge Financing by issuing a convertible promissory note for the proceeds of $50,000 from a company controlled by an officer. The note is unsecured and bears no interest. The principal balance was due and payable on December 31, 2024. In the event of completion of the proposed transaction with TMI, the note is to be automatically

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MOBIO TECHNOLOGIES INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited - Expressed in Canadian Dollars)
Six Months Ended January 31, 2025 and 2024

mobio
technologies

6. RELATED PARTY LOANS PAYABLE (CONT'D)

converted into common shares of Mobio at the conversion price of $0.20 per share, or at the same price per share as is determined in connection with the proposed Transaction. Upon receipt, the Company recognized an equity component of $3,999 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest of 22%. Upon the principal due date of December 31, 2024, the Company recognized an additional equity component of $2,392 due to the extension of maturity of the loan until the completion of the proposed transaction with TMI (Note 12). The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest of 22%. During the period ended January 31, 2025, the Company recorded $4,823 (period ended January 31, 2024 - $Nil) (Note 9) in interest and accretion on the loan. The balance of the loan at January 31, 2025 is $48,432 (July 31, 2024 - $Nil).

On July 31, 2024, the Company closed first tranche of the Bridge Financing by issuing a convertible promissory note for the proceeds of $225,000 from a company controlled by a significant shareholder. The note in unsecured and bears no interest. The principal balance was due and payable on December 31, 2024. In the event of completion of the proposed transaction with TMI, the note is to be automatically converted into common shares of Mobio at the conversion price of $0.20 per share, or at the same price per share as is determined in connection with the proposed Transaction. Upon receipt, the Company recognized an equity component of $17,994 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest of 22%. Upon the principal due date of December 31, 2024, the Company recognized an additional equity component of $10,766 due to the extension of maturity of the loan until the completion of the proposed transaction with TMI (Note 12). The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest of 22%. During the period ended January 31, 2025, the Company recorded $21,702 (period ended January 31, 2024 - $Nil) (Note 9) in interest and accretion on the loan. The balance of the loan at January 31, 2025 is $217,942 (July 31, 2024 - $Nil).

On September 3, 2024, the Company closed second and final tranche of the Bridge Financing by issuing a convertible promissory note for the proceeds of $160,000 from a company controlled by a significant shareholder. The note in unsecured and bears no interest. The principal balance was due and payable on December 31, 2024. In the event of completion of the proposed transaction with TMI, the note is to be automatically converted into common shares of Mobio at the conversion price of $0.20 per share, or at the same price per share as is determined in connection with the proposed Transaction. Upon receipt, the Company recognized an equity component of $10,044 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest of 22%. Upon the principal due date of December 31, 2024, the Company recognized an additional equity component of $7,656 due to the extension of maturity of the loan until the completion of the proposed transaction with TMI (Note 12). The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest of 22%. During the period ended January 31, 2025, the Company recorded $12,681 (period ended January 31, 2024 - $Nil) (Note 9) in interest and accretion on the loan. The balance of the loan at January 31, 2025 is $154,981 (July 31, 2024 - $Nil).

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MOBIO TECHNOLOGIES INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited - Expressed in Canadian Dollars)
Six Months Ended January 31, 2025 and 2024
mobio
technologies

6. RELATED PARTY LOANS PAYABLE (CONT'D)

Loan transactions for the six months ended January 31, 2025 are summarized as follows:

		Liability component	Equity component
Balance, July 31, 2024	$	1,195,889	$ 108,585
Accrued interest and accretion		98,194	-
Proceeds from related party loans		119,587	40,413
Balance, January 31, 2025	$	1,413,670	$ 148,998

7. SHARE CAPITAL

Authorized:

• Unlimited number of common shares without par value.
• Unlimited number of preferred shares without par value, non-voting and entitled to such dividends as may be set by the Board of Directors of the Company.

Issued and Outstanding:

At January 31, 2025, there were 42,583,260 common shares issued and outstanding (July 31, 2024 – 42,583,260).

Warrants

As at January 31, 2025, there were no warrants issued and exercisable (July 31, 2024 – nil).

Stock Options

Under the Company's stock option plan, options may be granted to directors, officers, employees and consultants of the Company. Options expire between two and five years after being issued or thirty days after an optionee ceases to be engaged in a bona fide manner with the Company. The Board of Directors has the discretion to extend the expiration period on cessation of engagement. The maximum number of common shares authorized for issuance by the Board of Directors under the plan is limited to 10% of the total issued and outstanding common shares of the Company and the aggregate number of common shares to be delivered upon exercise of the options to any one individual granted under the plan may not exceed 5% of the common shares issued and outstanding.

As at January 31, 2025 the following stock options were issued and exercisable:

	Number of Options		Weighted Average Exercise Price
Balance, January 31, 2025	75,000	$	0.22
Outstanding (s)	Exercisable (s)	Exercise Price ($)	Expiry Date
75,000	75,000	0.22	January 19, 2028

The weighted average life of the remaining options is 2.97 years.

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MOBIO TECHNOLOGIES INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited - Expressed in Canadian Dollars)
Six Months Ended January 31, 2025 and 2024
mobio
technologies

8. LOSS PER SHARE

The basic loss per common share is calculated using the weighted average number of common shares outstanding during the period. Any warrants and stock options outstanding as at January 31, 2025 and 2024 have not been included in the calculation of diluted loss per common share as the effect of their inclusion would be anti-dilutive.

Loss Per Share Calculation	Weighted Average Shares Outstanding	Net Loss	Loss Per Share
Six months ended January 31, 2024	42,583,260	$ (274,044)	$ (0.01)
Six months ended January 31, 2025	42,583,260	$ (328,215)	$ (0.01)

9. RELATED PARTY TRANSACTIONS

Payments to key management and directors during the periods ended January 31, 2025 and 2024 were as follows:

Six months ended January 31,		2025	2024
Paid to companies controlled by directors and/or officers	$	30,000	$ 30,000
Management salaries paid to companies controlled by directors and/or officers		78,486	72,480
Total compensation	$	108,486	$ 102,480

Fees paid to directors and officers are included in the line item "Personnel" in the Company's consolidated statements of comprehensive loss.

Interest and accretion recorded on related party loans is as follows:

Six months ended January 31,		2025	2024
Interest on loans payable to companies with a common director and officer or to companies controlled by directors and/or officers or by significant shareholders	$	98,194	$ 45,776

Included in accounts payable and accrued liabilities at January 31, 2025 is $90,383 (2024 - $147,330) owing to officers of the Company. These amounts are non-interest bearing, unsecured and due on demand.

10. FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash, accounts receivable, due from related party, related party loans payable, term loan payable and accounts payable. As at January 31, 2025, there were no significant differences between the carrying amounts of these items and their estimated fair values.

Fair Value

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy based on the degree to which the inputs used to determine the fair value are observable.

The three levels of the fair value hierarchy are:

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MOBIO TECHNOLOGIES INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited - Expressed in Canadian Dollars)
Six Months Ended January 31, 2025 and 2024
mobio technologies

10. FINANCIAL INSTRUMENTS (CONT'D)

• Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and
• Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

As of January 31, 2025 and 2024, cash is classified as Level 1.

The Board of Directors approves and monitors the risk management processes. The Company has exposure to the following risks from its use of financial instruments:

• Interest rate risk
• Credit risk
• Liquidity risk
• Market risk
• Currency risk

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company manages its financial instruments with the objective of minimizing potential interest rate risk, which generally means avoiding interest-bearing obligations other than in unusual circumstances. The Company is not exposed to significant interest rate risk.

Credit Risk

Credit risk is the risk of potential loss to the Company if the counter party to a financial instrument fails to meet its contractual obligations. The credit risk of the Company is associated with cash and accounts receivable. Management believes that the credit risk with respect to cash is minimal as balances are held with a high-credit quality financial institution. Accounts receivable have historically been subject to very few bad debts.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company manages liquidity risk by maintaining sufficient cash to enable settlement of transactions on the due date by managing the collection of accounts receivable and raising funds to sustain operations. Management monitors the Company's contractual obligations and other expenses to ensure adequate liquidity is maintained. The Company's ability to meet its future obligations may depend in significant part on the extent to which the Company can raise sufficient funds or implement successfully its business growth and cost reduction strategies. The Company cannot provide any assurance that it will be able to implement its strategy fully or that the anticipated results of its strategy will be realized.

Market Risk

The Company's exposure to financial market risk is limited, as it presently does not have any investments where value fluctuates as a result of changes in prices quoted in open markets.

Currency risk

Currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company's reporting currency is Canadian dollars and has not entered into any derivative instruments to manage foreign exchange fluctuations.

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MOBIO TECHNOLOGIES INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited - Expressed in Canadian Dollars)
Six Months Ended January 31, 2025 and 2024
mobio technologies

11. CAPITAL MANAGEMENT

The Company defines capital as an aggregate of cash, loans, common shares, warrants and stock options. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. The Company targets to meet this objective by managing working capital to provide for the possibility that cash flows from assets will not be sufficient to meet future cash flow requirements in the near term. The Board of Directors does not establish quantitative return on capital criteria for management. In recent years, the Company has relied on funds generated through the issuance of common shares and loans to supplement funds generated from operations. There were no changes in the Company's approach to capital management during the period. The Company is not subject to any externally imposed capital requirements.

12. PROPOSED TRANSACTION

On March 14, 2022, the Company entered into a non-binding letter of intent which sets out the proposed basic terms and conditions for the 100% acquisition of Tracksuit Movers Inc. ("TMI") through a share exchange. The Company plans to acquire TMI by exchanging 50,000,000 of its shares at a deemed value of $0.20 per share for all outstanding shares of TMI (the "Transaction").

Concurrently with the acquisition of TMI, the Company plans to complete a private placement of up to $1,800,000 at a price of $0.20 per share.

The Transaction is subject to negotiation and entering into a binding share exchange agreement, approval by disinterested shareholders of Mobio and acceptance of the transaction by the TSX Venture Exchange.

On January 31, 2025, the Company announced that it has received conditional acceptance from TSX Venture Exchange (the "Exchange") to continue with the Transaction. The Company has set the date for its General and Special Shareholder Meeting on March 31, 2025 and is finalizing all documents required to receive final acceptance from the Exchange.

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