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Tokenwell Platforms Interim / Quarterly Report 2025

Nov 29, 2025

48230_rns_2025-11-28_2683a5ee-382e-4165-8f14-34d14d205a92.pdf

Interim / Quarterly Report

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TOKENWELL PLATFORMS INC.

(FORMERLY TRILOGY AI CORP.)

Condensed Consolidated Interim Financial Statements

For the nine months ended September 30, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

NOTICE TO READER

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

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

The Company’s independent auditor has not performed a review of these condensed consolidated interim financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Condensed Consolidated Interim Statements of Financial Position (Expressed in Canadian Dollars)

(Unaudited)

(Expressed in Canadian Dollars)
(Unaudited)
As at As at
September 30, December 31,
2025 2024
ASSETS
Current assets
Cash $ 1,212,748 $ 50,870
Sales tax receivable 43,141 9,678
Prepaid expenses and deposits (Note 4) 156,062 27,546
1,411,951 88,094
Non-current assets
Intangible asset (Note 6) 5,037,645 -
Total assets $ 6,449,596 $ 88,094
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities (Notes 7 and 11) $ 202,136 $ 196,052
Promissory note payable (Note 8) - 49,500
Liabilities classified as held for sale (Note 14) - 26,610
Total liabilities 202,136 272,162
SHAREHOLDERS’ EQUITY (DEFICIENCY)
Share capital (Note 9) 16,046,329 8,653,238
Reserves (Note 9) 809,336 171,710
Accumulated other comprehensive loss - (3,593)
Deficit (10,608,205) (9,005,423)
Total shareholders’equity (deficiency) 6,247,460 (184,068)
Total liabilities and shareholders’ equity $ 6,449,596 $ 88,094

Nature of operations and going concern – Note 1 Subsequent events – Note 15

APPROVED ON BEHALF OF THE BOARD:

“Timothy Burgess”

Director

“Gurcharn Deol”

Director

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

3

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (Expressed in Canadian Dollars) (Unaudited)

Three months ended
September 30,
2025
2024
Nine months ended
September 30,
2025
2024
Expenses
Advertising and promotion
$
Consulting fees (Note 11)
Depreciation (Note 6)
Foreign exchange loss
General and administrative (Note 10)
Professional fees (Note 11)
Research and development
Salaries and benefits (Note 11)
Share-based payments (Notes 9 and 11)
352,961
$ -
$
88,625
27,617
13,840
-
4,553
781
99,397
19,110
170,461
64,374
140,406
15,052
89,045
4,820
172,836
-
352,961
$ -
169,402
114,956
13,840
-
5,407
326
207,475
51,818
404,762
199,030
200,406
83,073
98,710
12,884
172,836
-
Net loss for the period from continuing
operations
Net income (loss) for the period from
discontinued operations (Note 14)
(1,132,124)
(131,754)
-
(7,329)
(1,625,799)
(462,087)
27,005
(82,455)
Total net loss for the period (1,132,124)
(139,083)
(1,598,794)
(544,542)
Exchange difference on translating
discontinued foreign operations (Note 14)
-
390
(395)
(910)
Total comprehensive loss from continuing
operations
(1,132,124)
(131,754)
(1,625,799)
(462,087)
Total comprehensive income (loss) from
discontinued operations (Note 14)
-
(6,939)
26,610
(83,365)
Total comprehensive loss
$
(1,132,124)
$ (138,693)
$
(1,599,189)
$ (545,452)
Loss per common share – basic and diluted
from continuing operations
$
Income (loss) per common share – basic and
diluted from discontinued operations (Note
14)
$
(0.02)
$ (0.01)
$
(0.00)
$ (0.00)
$
(0.05)
$ (0.03)
0.00
$ (0.01)
Total loss per common share – basic and
diluted
$
(0.02)
$ (0.01)
$
(0.05)
$ (0.04)
Weighted average number of common shares
outstanding– basic and diluted
48,066,796
14,132,206
32,337,781
14,132,206

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

4

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.)

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity (Deficiency) For the nine months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars)

(Unaudited)

Accumulated Accumulated
Other
Number Share Comprehensive
of Shares Capital Income (Loss) Reserves Deficit Total
Balance, December 31, 2023 14,132,206 $ 8,653,238 $ (1,687) $ 171,710 $ (8,341,671) $
481,590
Translation adjustment - - (910) - - (910)
Net loss for the period - - - - (544,542) (544,542)
Balance, September 30, 2024 14,132,206 $ 8,653,238 $ (2,597) $ 171,710 $ (8,886,213) $ (63,862)
Balance, December 31, 2024 14,132,206 $ 8,653,238 $ (3,593) $ 171,710 $ (9,005,423) $ (184,068)
Private placements (Note 9) 22,000,907 2,840,064 - 465,147 - 3,305,211
Acquisition of WealthAgile, Inc. (Note 5) 22,999,979 4,599,996 - - - 4,599,996
Exercise of warrants (Note 9) 1,100,000 110,000 - (55,000) - 55,000
Share issue costs (Note 9) - (156,969) - 54,643 - (102,326)
Share-based payments (Note 9) - - - 172,836 172,836
Translation adjustment - - (395) - - (395)
Disposal of subsidiary (Note 14) - - 3,988 - (3,988) -
Net loss for the period - - - - (1,598,794) (1,598,794)
Balance, September 30, 2025 60,233,092 $ 16,046,329 $ - $
809,336
$ (10,608,205) $ 6,247,460

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

5

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Condensed Consolidated Interim Statements of Cash Flows (Expressed in Canadian Dollars) (Unaudited)

Nine months ended Nine months ended
September 30, 2025 September 30, 2024
CASH FLOWS PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Net loss for the period from continuing operations $ (1,625,799) $ (462,087)
Item not affecting cash:
Interest expense (Note 8) 55 -
Depreciation (Note 6) 13,840 -
Share-based payments (Note 9) 172,836 -
Changes in non-cash working capital items:
Sales tax receivable (14,912) 6,191
Prepaid expenses and deposits (128,516) (2,352)
Accounts payable and accrued liabilities (358,684) 13,062
Net cash used in continuing operating activities (1,941,180) (445,186)
Net cash used in discontinued operating activities (Note 14) - (85,466)
INVESTING ACTIVITIES
Promissory note receivable (Note 8) (100,000) -
Acquisition of WealthAgile, Inc. (Note 5) 14,728 -
Net cash used in continuing investing activities (85,272) -
FINANCING ACTIVITIES
Issuance of common shares (Note 9) 2,895,064 -
Issuance of warrants (Note 9) 465,147 -
Share issue costs (Note 9) (102,326) -
Promissory notes payable (Note 8) (69,555) -
Net cash provided by continuing financing activities 3,188,330 -
Foreign exchange on cash - (910)
Change in cash for the period 1,161,878 (531,562)
Cash, beginning of the period 50,870 562,705
Cash, end of theperiod $ 1,212,748 $ 31,143
Non-cash transactions affecting cash flows from financing activities:
Nine months ended Nine months ended
September 30, 2025 September 30, 2024
Common shares issued for the acquisition of WealthAgile, Inc.
(Notes 5 and 9) $ 4,599,996 $ -
Fair value of finder’s warrants issued (Note 9) $ 54,643 $ -
Amounts reclassified from reserves to share capital upon the
exercise of warrants (Note 9) $ 55,000 $ -

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

6

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited)

1 Nature of operations and going concern

Tokenwell Platforms Inc. (the "Company") was incorporated pursuant to the Business Corporations Act (British Columbia) on June 20, 2019 under the name “Ambari Brands Inc.” and changed its name to “Trilogy AI Corp.” on July 23, 2024 and to “Tokenwell Platforms Inc.” on August 1, 2025. The Company’s common shares are traded on the Canadian Securities Exchange (the “CSE”) under the trading symbol “TWEL”, the OTCQB Venture Market under the symbol “TWELF”, and the Frankfurt Stock Exchange under the symbol “Y92”. The Company’s head office and registered and records office address is 1200 Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia, Canada, V7X 1T2.

The Company is a financial technology company focused on enhancing access to intelligent cryptocurrency investing through its software platform acquired during the nine months ended September 30, 2025 (Note 5). Prior to the acquisition, the Company was developing an artificial intelligence-powered beauty app, the development of which was ceased during the nine months ended September 30, 2025.

The Company, through its former subsidiary Ambari Beauty USA, Inc. (“Ambari USA”), was previously a luxury skincare and consumer packaged goods company (Note 14). During the year ended December 31, 2024, the Company completed a change of its business which resulted in ceasing operations of Ambari USA and focusing on the development of software applications.

On December 6, 2024, the Company completed a share consolidation of four pre-consolidated shares for one post-consolidated share. All share and per share amounts in the condensed consolidated interim financial statements have been retroactively restated to present the post consolidation amounts.

These condensed consolidated interim financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that 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. For the nine months ended September 30, 2025, the Company had negative cash flows from continuing operations of $1,941,180 (September 30, 2024 - $445,186), a net loss from continuing operations of $1,625,799 (September 30, 2024 - $462,087), and as at that date an accumulated deficit of $10,608,205 (December 31, 2024 - $9,005,423). These factors indicate the existence of material uncertainties that cast significant doubt about the Company's ability to continue as a going concern.

The Company’s ability to continue its operations and to realize assets at their carrying values is dependent upon its ability to raise adequate financing from external sources and generate profits and positive cash flows from operations in order to carry out its business objectives. The Company will require additional financing for continuing operations, to evaluate strategic opportunities, and for working capital purposes. However, there is no assurance that the Company will be able to secure such financing on favourable terms. These condensed consolidated interim financial statements do not give effect to any adjustments required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the Company’s condensed consolidated interim financial statements; such adjustments could be material.

7

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited)

2 Basis of preparation

Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), including International Accounting Standards (“IAS”) 34, Interim Financial Reporting , as issued by the International Accounting Standards Board (“IASB”), and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). These condensed consolidated interim financial statements do not include all the disclosures required for the annual audited financial statements and should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2024.

These condensed consolidated interim financial statements have been prepared on a historical cost basis, except for certain financial instruments, which are stated at fair value. In addition, they have been prepared using the accrual basis of accounting, except for the cash flow information.

The condensed consolidated interim financial statements were approved and authorized for issuance on November 28, 2025 by the Board of Directors.

Basis of consolidation

These condensed consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiaries.

  • Ambari Beauty USA, Inc., up to its dissolution on February 3, 2025 (Note 14).

  • WealthAgile Inc., from the date of acquisition on August 5, 2025 (Note 5).

All inter-company balances, transactions, income, and expenses have been eliminated upon consolidation.

Subsidiaries are entities controlled by the Company. Control exists when the Company has power over an entity, when the Company is exposed, or has rights, to variable returns from the entity and when the Company has the ability to affect those returns through its power over the entity. Subsidiaries are included in the financial results of the Company from the effective date of acquisition up to the effective date of disposition or loss of control.

Foreign currencies

The functional currency is the currency of the primary economic environment in which the entity operates and has been determined for each entity within the Company. The functional currency of the Company and WealthAgile, Inc. is the Canadian dollar (“CAD”). The functional currency of Ambari USA was the United States dollar (“USD”).

8

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited)

2 Basis of preparation (continued)

Foreign currencies (continued)

Accordingly, the accounts of Ambari USA were translated into CAD as follows:

  • all of the assets and liabilities were translated at the rate of exchange in effect on the date of the statement of financial position.

  • income and expense were translated at the average exchange rate over the reporting period; and

  • exchange gains and losses arising from translation were included in accumulated other comprehensive income (loss).

Transactions occurring in currencies other than the functional currency of the entity in question are recorded at the rate of exchange prevailing on the date of the transaction. Monetary assets and liabilities that are denominated in foreign currencies are translated at the rate prevailing at each reporting date. Non-monetary items that are measured at historical cost in a foreign currency are translated at the exchange rate on the date of the initial transaction. Non-monetary items that are measured at fair values are reported at the exchange rate on the date when fair values are determined. Foreign currency translation differences are recognized in profit or loss.

Use of accounting estimates and judgments

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. These condensed consolidated interim financial statements have been prepared using the judgments, estimates and assumptions summarized below:

Going concern

The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds to pay its ongoing operating expenditures and to meet its liabilities for the ensuing year, involves significant judgment based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances. The factors considered by management are disclosed in Note 1.

Business combinations and asset acquisitions

At the time of acquisition, the Company considers whether an acquisition represents the acquisition of a business or the acquisition of an asset. The Company accounts for an acquisition as a business combination where an integrated set of activities and assets is acquired. More specifically, consideration is given to the extent to which significant processes are acquired. When the acquisition does not represent a business combination, it is accounted for as an acquisition of a group of assets and liabilities; and the cost of the acquisition is allocated to the assets and liabilities acquired based upon their relative fair values, and no goodwill or deferred tax is recognized.

9

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited)

2 Basis of preparation (continued)

Use of accounting estimates and judgments (continued)

Capitalization of qualifying development costs

In assessing whether development costs qualify for capitalization, management makes judgments and estimates related to expectations of technical feasibility in completing the project, the probability of future economic benefits, the availability of adequate technical and financial resources to complete the development, the ability to reliably measure the costs, and whether the Company intends to complete development, and to use or sell the assets.

Depreciation and impairment of non-financial assets

The Company reviews depreciated non-financial assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may be impaired. It also reviews annually nonfinancial assets with indefinite life for impairment. If the recoverable amount of the respective non-financial asset is less than its carrying amount, it is considered to be impaired. In the process of measuring the recoverable amount, management makes assumptions about future events and circumstances. The actual results may vary and may cause significant adjustments. The depreciation expense related to intangible is determined using estimates relating to the useful life of the related assets.

Share-based payments

The Company measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date on which they are granted. Estimating fair value for broker warrants, restricted share units and stock options requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the equity instruments, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating the fair value for broker warrants, restricted share units and stock options are disclosed in Note 9.

3 Material accounting policies

These condensed consolidated interim financial statements have been prepared, for all periods presented, following the same accounting policies and methods of computation as the Company’s audited annual consolidated financial statements for the year ended December 31, 2024, except as noted below.

10

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited)

3 Material accounting policies (continued)

Intangible assets

Expenditures related to research activities are recognized as an expense in the period in which they are incurred. An internally generated intangible asset arising from development (or from the development phase of an internal project) is recognized if, and only if, the entity can demonstrate all of the following:

  • the technical feasibility of completing the intangible asset so that it will be available for use or sale;

  • its intention to complete the intangible asset and use or sell it;

  • its ability to use or sell the intangible asset;

  • how the intangible asset will generate probable future economic benefits. Among other things, the Company can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset;

  • the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

  • its ability to measure reliably the expenditure attributable to the intangible asset during its development.

  • Development costs are capitalized as soon as the above criteria are met. Where no internally generated intangible asset can be recognized, development expenditures are expensed in the period in which they are incurred.

After initial recognition, internally generated intangible assets are carried at cost less accumulated depreciation and any accumulated impairment losses. They are depreciated on a straight-line basis over their useful life of one year, and an impairment loss is recognized in profit or loss when their recoverable amount is less than their net carrying amount.

Impairment of long-lived assets

Long-lived assets, including intangible assets, are reviewed for impairment at each reporting date or whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds its recoverable amount. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the cash-generating unit, or the "CGU").

The recoverable amount of an asset or a CGU is the higher of its fair value, less costs to sell, and its value in use. If the carrying amount of an asset exceeds its recoverable amount, an impairment charge is recognized immediately in profit or loss equal to the amount by which the carrying amount exceeds the recoverable amount. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the lesser of the revised estimate of recoverable amount, and the carrying amount that would have been recorded had no impairment loss been recognized previously.

11

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited)

3 Material accounting policies (continued)

Standards issued but not yet effective

IFRS 18, Presentation and Disclosure of Financial Statements (“IFRS 18”): In April 2024, the IASB issued IFRS 18 to bring more transparency and comparability to the financial performance of companies, enabling investors to make better investment decisions. IFRS 18 introduces three sets of new requirements: improved comparability of the profit or loss statement (statement of income), improved transparency of managementdefined performance measures, and more useful grouping of information in financial statements. IFRS 18 will replace IAS 1, Presentation of Financial Statements. This standard becomes effective for years beginning on or after January 1, 2027, and companies may apply it earlier subject to authorization by relevant regulators. The Company is assessing the impacts of adopting IFRS 18.

4 Prepaid expenses and deposits

Prepaid expenses and deposits
As at As at
September 30, December 31,
2025 2024
Insurance $ 107,793 $ -
Listing and filing fees 24,850 17,546
Advertising and promotion 18,044 -
Professional fees 5,375 10,000
$ 156,062 $ 27,546

5 Acquisition of WealthAgile Inc.

On March 9, 2025, the Company entered into a share purchase agreement (the “Purchase Agreement”) with WealthAgile Inc. (“WealthAgile”), a party at arm’s length to the Company, to acquire 100% of the issued and outstanding shares of WealthAgile (the "Acquisition"). On August 5, 2025, the Company completed the Acquisition by issuing 22,999,979 common shares of the Company to the former securityholders of WealthAgile on a pro-rata basis. As a result of the Acquisition, WealthAgile became a wholly owned subsidiary of the Company.

Management determined that WealthAgile did not meet the definition of a business under IFRS 3, Business Combinations , as WealthAgile was an early-stage technology entity with limited processes and no revenue or outputs at the acquisition date. Accordingly, the transaction has been accounted for as an asset acquisition. The total cost of the acquisition, including directly attributable transaction costs, was allocated to the identifiable assets acquired and liabilities assumed based on their relative fair values at the acquisition date.

The Company acquired 100% of the equity interests of WealthAgile in exchange for the issuance of 22,999,979 common shares valued at $0.20 per share, for total share consideration of $4,599,996. In addition, the Company incurred $25,683 in other transaction related costs. The total cost of the acquisition was therefore $4,625,679. The share price used to measure the consideration was based on the most recently closed financing on the basis that the Company’s common shares were halted from trading prior to closing the Acquisition.

12

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited)

5 Acquisition of WealthAgile Inc. (continued)

The identifiable assets acquired and liabilities assumed at the acquisition date were as follows:

Cash $ 14,728
Sales tax receivable 18,551
Accounts payable and accrued liabilities (339,085)
Promissorynotespayable (120,000)
Identifiable liabilities assumed $
(425,806)
Purchase consideration shares $ 4,599,996
Transaction costs 25,683
Total consideration transferred $
4,625,679
Netliabilities assumed 425,806
Cost allocated to intangible asset $
5,051,485

Cost allocated to intangible asset represents the acquired software platform which will be amortized over its estimated useful life of one year from the date it was made available for use which was September 30, 2025.

Because the Acquisition did not constitute a business, no goodwill was recognized, and all transaction costs were capitalized as part of the intangible asset (Note 6).

The results of operations of WealthAgile Inc. are included in the condensed consolidated interim financial statements from the acquisition date.

6 Intangible asset

Software Platform
Cost
Balance, December 31, 2023 and 2024 $ -
Acquired (Note 5) 5,051,485
Balance, September 30, 2025 $ 5,051,485
Depreciation
Balance, December 31, 2023 and 2024 $ -
Depreciation 13,840
Balance, September 30, 2025 $ 13,840
Net book value
December 31, 2024 $ -
September 30, 2025 $ 5,037,645

13

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited)

7 Accounts payable and accrued liabilities

Accounts payable and accrued liabilities
As at As at
September 30, December 31,
2025 2024
Trade payables (Note 11) $ 47,970 $ 135,418
Accrued and other liabilities 154,166 60,634
$ 202,136 $ 196,052

8 Promissory notes payable

Tokenwell Promissory Note Payable

On December 2, 2024, the Company issued a promissory note payable to an unrelated third party. The promissory note payable had a principal amount of $49,500, accrued interest at a rate of 1% per annum, and had a maturity date of February 3, 2025.

During the nine months ended September 30, 2025, the Company recorded interest expense of $55 (September 30, 2024 - $Nil) related to the promissory note payable and settled the principal and accrued interest totalling $49,555 by the issuance of 499,631 common shares and 291,500 warrants in connection with subscription amounts for private placements (Note 9).

As at September 30, 2025, the balance of promissory note payable is comprised of principal of $Nil (December 31, 2024 - $49,500) and accrued interest of $Nil (December 31, 2024 - $Nil).

WealthAgile Promissory Notes Payable

Included in the net liabilities assumed in the Acquisition (Note 5) were promissory notes with an aggregate balance of $120,000. The promissory notes of WealthAgile were comprised of the following:

Term Promissory Note

On the closing date of the Acquisition, WealthAgile was obligated to discharge a non-interest bearing promissory note payable to a former shareholder of WealthAgile with a principal balance of $20,000. During the nine months ended September 30, 2025, the Company settled this term promissory note with a cash payment of $20,000.

Demand Promissory Note

Prior to closing the Acquisition, the Company issued a demand promissory note to WealthAgile with the principal sum of $100,000 without interest. The demand promissory note was secured by a general security agreement for the assets of WealthAgile. Upon closing the Acquisition and WealthAgile becoming a wholly owned subsidiary of the Company, the intercompany demand promissory note was eliminated upon consolidation.

14

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited)

9 Share capital

Authorized

Unlimited common shares, without par value.

Common Shares Held in Escrow

As at September 30, 2025, 12,745,744 common shares (December 31, 2024 – 849,375 common shares) were held in escrow and restricted from trading. These common shares will be released from escrow as follows: 552,093 common shares on November 5, 2025, 2,124,291 common shares on February 5, 2026, 552,093 common shares on May 5, 2026, 2,124,291 common shares on August 5, 2026, 552,093 common shares on November 5, 2026, 2,124,293 common shares on February 5, 2027, 1,572,198 common shares on August 5, 2027, 1,572,198 common shares on February 5, 2028 and 1,572,194 common shares on August 5, 2028.

Issued, Cancelled, Commitment to Issue

During the nine months ended September 30, 2025:

On January 28, 2025, the Company closed private placements and issued an aggregate of 12,000,907 common shares of the Company for gross proceeds of $840,064 and 9,311,500 warrants for gross proceeds of $465,147. Each whole warrant entitles the holder to acquire one common share of the Company, at an exercise price of $0.05 per common share for a period of 24 months.

In connection with these private placements, a promissory note payable with a balance of $49,555 was settled in exchange for subscription amounts applied as follows: (i) $34,980 relating to 499,631 common shares and (ii) $14,575 relating to 291,500 warrants (Note 8).

In connection with these private placements, the Company incurred share issue costs of $12,319.

On July 24, 2025, the Company completed a non-brokered private placement, issuing 10,000,000 units at $0.20 per unit for gross proceeds of $2,000,000. Each unit comprised one common share and one-half of one common share purchase warrant. Each whole warrant is exercisable at $0.30 per share for a period of 24 months from issuance. The attached warrants were fair valued at $Nil based on the residual value method.

In connection with the private placement, the Company incurred share issue costs of $90,007 and issued 375,000 finder’s warrants exercisable at $0.30 per share for a period of 24 months from issuance. The fair value of the finder’s warrants was determined as $54,643 using the Black Scholes option pricing model and the following assumptions: share price of $0.20, expected life of 2 years, dividend yield of 0%, estimated volatility of 170%, exercise price of $0.30 and a risk-free interest rate of 2.83%.

On August 5, 2025, the Company issued 22,999,979 common shares with a fair value of $4,599,996 pursuant to the Acquisition (Note 5). The share price used to measure the fair value of the consideration was based on the most recently closed financing on the basis that the Company’s common shares were halted from trading on the date of issuance.

15

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited)

9 Share capital (continued)

Issued, Cancelled, Commitment to Issue (continued)

The Company issued 1,100,000 common shares for gross proceeds of $55,000 pursuant to the exercise of 1,100,000 warrants with an exercise price of $0.05. In connection with the warrant exercises, $55,000 was reclassified from reserves to common shares.

During the year ended December 31, 2024:

On December 6, 2024, the Company completed a share consolidation of four pre-consolidated shares for 1 postconsolidated share. All share and per share amounts in the consolidated financial statements have been retroactively restated to present the post consolidation amounts.

Warrants

Number of Weighted Average
Warrants Exercise Price
Outstanding, December 31, 2023 3,113,838 $ 2.42
Expired (3,113,838) 2.42
Outstanding, December 31, 2024 - -
Issued 14,686,500 0.14
Exercised (1,100,000) 0.05
Outstanding, September 30, 2025 13,586,500 $ 0.15

As at September 30, 2025, the following warrants were outstanding:

Remaining Life
Outstanding Exercise Price Expiry Date (Years)
8,211,500 $0.05 January 28, 2027 1.33
5,375,000 $0.30 July 24, 2027 1.81
13,586,500

Omnibus Equity Incentive Compensation Plan

The Company adopted an omnibus equity incentive plan (the “Plan”) which provides for the grant of stock based compensation awards to directors, officers, employees and consultants. The Plan permits the grant of stock options, share appreciation rights (“SARs”), restricted share units (“RSUs”), deferred share units (“DSUs”) and performance share units (“PSUs”).

16

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited)

9 Share capital (continued)

Omnibus Equity Incentive Compensation Plan (continued)

All equity incentives granted pursuant to the Plan shall be subject to the terms and conditions of the Plan. The number of common shares reserved for issuance pursuant to stock options granted under the Plan will not, in the aggregate, exceed 10% of the then issued and outstanding common shares of the Company on a rolling basis. In addition, the maximum number of common shares issuable pursuant to SARs, RSUs, DSUs and PSUs issued under the Plan shall not exceed, in the aggregate, 2,613,311 common shares.

The grant date and the expiry date of a stock option shall be the dates fixed by the Board of Directors at the time the stock option is granted and shall be set out in the stock option certificate issued in respect of such stock option. The exercise price shall also be determined by the Board of Directors and set out in the stock option certificate issued in respect of the stock option. If the Company’s shares are listed on a stock exchange, the exercise price will not be lower than the greater of the last closing price for the shares as quoted on the trading day prior to the grant date and the grant date. Stock options shall have a maximum term of 10 years from the grant date.

RSUs may be granted pursuant to and in accordance with the Plan at the discretion of the Board of Directors. Upon vesting, one RSU entitles the holder the right to acquire one common share in the capital of the Company, or the cash equivalent of such shares at the fair market value on the date of settlement, or a combination of both, at the discretion of the Board of Directors.

Stock Option Activity

The following is a summary of changes in stock options during the nine months ended September 30, 2025:

Number of Stock Weighted Average
Options Exercise Price
Outstanding, December 31, 2023 and 2024 - $ -
Granted 4,950,000 0.38
Outstanding, September 30, 2025 4,950,000 $ 0.38
Exercisable, September 30, 2025 - $ -

On August 8, 2025, the Company granted 2,025,000 stock options to directors, officers and consultants of the Company to purchase an aggregate of 2,025,000 common shares at an exercise price of $0.35 per share for a period of three years. The options vest in four equal instalments over 24 months from the grant date. The grant date fair value of these options was $617,115 ($0.31 per stock option) using the Black Scholes option pricing model and the following assumptions: share price of $0.35, expected life of 3 years, dividend yield of 0%, estimated volatility of 173%, exercise price of $0.35 and a risk-free interest rate of 2.67%.

17

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited)

9 Share capital (continued)

Omnibus Equity Incentive Compensation Plan (continued)

Stock Option Activity (continued)

On August 29, 2025, the Company granted 1,225,000 stock options to a director, an officer and an employee of the Company to purchase an aggregate of 1,225,000 common shares at an exercise price of $0.32 per share for a period of three years. 225,000 of these stock options vest in four equal instalments over 24 months from the grant date. 1,000,000 of these stock options vest in four equal instalments over 12 months from the grant date. The grant date fair value of these options was $340,476 ($0.28 per stock option) using the Black Scholes option pricing model and the following assumptions: share price of $0.32, expected life of 3 years, dividend yield of 0%, estimated volatility of 172%, exercise price of $0.32 and a risk-free interest rate of 2.64%.

On September 30, 2025, the Company granted 1,700,000 stock options to the Chief Executive Officer of the Company to purchase an aggregate of 1,700,000 common shares at an exercise price of $0.46 per share for a period of three years. These options vest in four equal instalments over 24 months from the grant date. The grant date fair value of these options was $676,266 ($0.40 per stock option) using the Black Scholes option pricing model and the following assumptions: share price of $0.46, expected life of 3 years, dividend yield of 0%, estimated volatility of 170%, exercise price of $0.46 and a risk-free interest rate of 2.47%.

During the nine months ended September 30, 2025, the Company recognized share-based payments expense of $153,882 (September 30, 2024 – $nil), related to the vesting of stock options.

As at September 30, 2025, the following stock options were outstanding:

Number of Stock Options Number of Stock Options
Expiry Date Outstanding Exercisable Exercise Price
August 8, 2028 2,025,000 - $0.35
August 29, 2028 1,225,000 - $0.32
September30,2028 1,700,000 - $0.46
4,950,000 -

As of September 30, 2025, the weighted average remaining life for outstanding options was 2.92 years.

18

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited)

9 Share capital (continued)

Omnibus Equity Incentive Compensation Plan (continued)

RSU Activity

The following is a summary of changes in RSUs during the nine months ended September 30, 2025:

Weighted Average Grant
Number of RSUs Date Share Price
Outstanding, December 31, 2023 and 2024 - $ -
Granted 1,650,000 0.37
Outstanding, September 30, 2025 1,650,000 $ 0.37
Vested, September 30, 2025 - $ -

On August 29, 2025, the Company granted 150,000 RSUs to a director of the Company. These RSUs vest in four equal instalments over 24 months from the grant date. The grant date fair value of these RSUs was $48,000 ($0.32 per RSU) based on the share price of the Company’s common shares on the grant date.

On September 22, 2025, the Company granted 1,500,000 RSUs to a consultant of the Company. These RSUs vest in four equal instalments over 24 months from the grant date. The grant date fair value of these RSUs was $562,500 ($0.375 per RSU) based on the share price of the Company’s common shares on the grant date.

During the nine months ended September 30, 2025, the Company recognized share-based payments expense of $18,954 (September 30, 2024 – $nil), related to the vesting of RSUs.

10 General and administrative expenses

Three months Three months ended Nine months ended Nine months ended Nine months ended
**September ** 30, September 30,
2025 2024 2025 2024
Regulatory and filing fees $ 40,843 $ 17,261 $ 109,230 $ 45,540
Software and licenses 12,309 - 40,385 -
Website expenses 23,326 - 23,326 -
Insurance 19,707 - 19,707 -
Office expenses 3,212 1,849 14,827 6,278
$ 99,397 $ 19,110 $ 207,475 $ 51,818

19

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited)

11 Related party transactions and balances

Related party transactions are comprised of services rendered by directors and/or officers of the Company or by a company with a director and/or officer in common. Related party transactions are in the ordinary course of business and are measured at the exchange amount.

Key management compensation

Key management personnel are those having authority and responsibility for planning, directing, and controlling the activities of the Company, directly or indirectly, and include the Company’s executive officers and members of the Board of Directors. Key management compensation consisted of the following:

Three months ended
September 30,
Nine months ended
September 30,
2025
2024
2025
2024
Consulting fees:
Spiral Investment Corp.; a company controlled by Gurcharn
Deol, Director
$
15,000
$ 9,000
$ 43,000
$ 27,000
9317-3516 Quebec Inc.; a company controlled by Meissam
Hagh Panah, Former Director
1,000
1,500
4,000
4,500
1473267 BC Ltd.; a company controlled by Avtar Dhaliwal,
Former Chief Executive Officer (“CEO”) and Director
-
-
-
9,000
Avneesh Dhaliwal, Former Director, Corporate Secretary, and
CEO
-
-
-
50,000
1482882 BC Ltd.; a company controlled by Melody Cooper,
Former CEO, Corporate Secretary and Director
5,250
10,500
26,250
14,000
End in Mind Capital Inc; a company controlled by Alex
McAulay, Former Chief Financial Officer (“CFO”)
18,663
8,353
52,780
8,353
Accounting fees:
Treewalk Consulting Inc.; a company controlled by Alex
McAulay, Former CFO
13,302
17,364
86,892
72,948
Salaries and benefits:
Alex McAulay, Former CFO
2,697
4,500
11,697
12,000
Kate‑Lynn Genzel, CFO
5,248
-
5,248
-
Timothy Burgess, CEO, Corporate Secretary and Director
34,120
-
34,120
-
Abraham Theodore, Chief Operating Officer (“COO”)
30,940
-
30,940
-
Darryl Stephen Irwin, Director
3,590
-
3,590
-
Dave Bowen, Director
3,521
-
3,521
-
Share-based payments:
Timothy Burgess, CEO, Corporate Secretary and Director
62,495
-
62,495
-
Abraham Theodore, COO
51,752
-
51,752
-
Darryl Stephen Irwin, Director
6,450
-
6,450
-
Dave Bowen, Director
3,494
-
3,494
-
Gurcharn Deol, Director
11,647
-
11,647
-

20

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited)

11 Related party transactions and balances (continued)

Accounts payable and accrued liabilities

As at September 30, 2025, accounts payable and accrued liabilities include $5,250 (December 31, 2024 – $9,300) related to consulting fees due to Spiral Investment Corp., a company controlled by Gurcharn Deol, Director. The amount is unsecured, non-interest bearing, and has no fixed terms of repayment.

As at September 30, 2025, accounts payable and accrued liabilities include $8,155 (December 31, 2024 – $16,253) related to consulting fees due to End in Mind Capital Inc., a company controlled by Alex McAulay, Former CFO. The amount is unsecured, non-interest bearing, and have no fixed terms of repayment.

As at September 30, 2025, accounts payable and accrued liabilities includes $9,486 (December 31, 2024 - $14,833) related to professional fees due to Treewalk Consulting Inc., a company controlled by Alex McAulay, Former CFO. The amount is unsecured, non-interest bearing, and has no fixed terms of repayment.

As at September 30, 2025, accounts payable and accrued liabilities include $Nil (December 31, 2024 - $11,025) related to consulting fees due to 1482882 B.C Ltd., a company controlled by Melody Cooper, Former Chief Executive Officer, Corporate Secretary and Director. The amount was unsecured, non-interest bearing, and has no fixed terms of repayment.

As at September 30, 2025, accounts payable and accrued liabilities include $Nil (December 31, 2024 - $9,649) related to expense reimbursements due to Gurcharn Deol, Director. The amount was unsecured, non-interest bearing, and has no fixed terms of repayment.

As at September 30, 2025, accounts payable and accrued liabilities include $Nil (December 31, 2024 - $1,607) related to salaries and benefits due to Alex McAulay, Former CFO. The amount was unsecured, non-interest bearing, and had no fixed terms of repayment.

As at September 30, 2025, accounts payable and accrued liabilities include $Nil (December 31, 2024 - $1,550) related to consulting fees due to 9317-3516 Quebec Inc., a company controlled by Meissam Hagh Panah, Former Director. The amount was unsecured, non-interest bearing, and has no fixed terms of repayment.

21

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited)

12 Capital management

The Company’s objective when managing capital is to safeguard its ability to continue as a going concern. The Company manages its capital structure to maximize its financial flexibility making adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital. In order to fund future product developments and pay for general administrative costs, the Company will raise additional amounts as needed.

The Company reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company considers shareholders’ equity and working capital as components of its capital base. The Company may access capital through the issuance of shares or the disposition of assets. Management historically funds the Company’s expenditures by issuing share capital rather than using capital sources that require fixed repayments of principal and/or interest. The Company is not subject to externally imposed capital requirements and does not have exposure to asset-backed commercial paper or similar products. The Company believes it will be able to raise additional equity capital as required, but recognizes the uncertainty attached thereto. There were no significant changes to the Company’s approach to capital management during the nine months ended September 30, 2025.

13 Risk management and liquidity

The Company’s risk exposures and the impact on the Company’s condensed consolidated interim financial statements are summarized below.

Credit risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash. The risk arises from the non-performance by counterparties of contractual financial obligations. To minimize credit risk, the Company places cash with high credit quality financial institutions; and as such is not subject to significant credit risk with respect to cash.

Interest rate risk

Interest rate risk is the risk that future cash flows will fluctuate because of changes in market interest rates. The interest earned on cash is insignificant. The Company does not rely on interest income to fund its operations and does not have any interest-bearing debt.

Liquidity risk

All of the Company’s financial liabilities are classified as current and are anticipated to mature within the next 12 months. The Company intends to settle these with funds from its positive working capital position.

22

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited)

13 Risk management and liquidity (continued)

Foreign currency risk

The Company may be exposed to foreign currency risk on fluctuations related to cash balances that are denominated in a foreign currency. As a result of the dissolution of Ambari USA (Note 14), the Company is exposed to minimal foreign currency exchange rate risk. The Company currently does not plan to enter into foreign currency future contracts to mitigate this risk as the Company considers this risk to be immaterial.

14 Discontinued operations

During the year ended December 31, 2023, the Company discontinued the operations of Ambari USA. As a result, Ambari USA was classified as a discontinued operation in accordance with IFRS 5 Non-Current Assets Held for Sales and Discontinued Operations .

On February 3, 2025, Ambari USA was dissolved and as a result the Company recorded a gain on dissolution of $27,005 comprised of the net liabilities of Ambari USA on the date of dissolution.

Liabilities classified as held for sale as at September 30, 2025 and December 31, 2024 are comprised of the following:

As at As at
September 30, 2025 December 31, 2024
Accounts payable and accrued liabilities $ - $ 26,610
Total liabilities classified as held for sale $ - $ 26,610

23

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited)

14 Discontinued operations (continued)

The loss and comprehensive loss from discontinued operations (Ambari USA) for the three and nine months ended September 30, 2025 and 2024 are comprised of the following:

Three months ended
September 30,
2025
2024
Nine months ended
September 30,
2025
2024
Revenue
$ Cost of sales
-
$ 13
$ -
14
-$ 9,843
-
10,326
Gross profit (loss) -
(1)
-
(483)
Expenses
Advertising and promotion
General and administrative
Professional fees
Disposalcosts
-
935
-
2,063
-
4,281
-
49
-
3,589
-
30,426
-
11,064
-
36,893
Total expenses
Gainondissolutionofsubsidiary
-
(7,328)
-
-
-
(81,972)
27,005
-
Net income (loss) for the period from
discontinued operations
Exchange difference on translating
discontinuedforeignoperations
-
(7,329)
-
390
27,005
(82,455)
(395)
(910)
Total comprehensive income (loss)
fromdiscontinued operations
-
(6,939)
26,610
(83,365)
Income (loss) per common share –
basic and diluted from discontinued
operations
$
(0.00)
$ (0.00)
$
0.00
$ (0.01)
Weighted average number of common
shares outstanding
– basic and diluted
48,066,796
14,132,206
32,337,781
14,132,206

24

TOKENWELL PLATFORMS INC. (FORMERLY TRILOGY AI CORP.) Notes to the Condensed Consolidated Interim Financial Statements For the nine months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited)

14 Discontinued operations (continued)

Cash flows from Ambari USA are as follows:

Cash flows from Ambari USA are as follows:
Nine months ended
September 30,
2025 2024
CASH FLOWS USED IN OPERATING ACTIVITIES
Net income (loss) for the period from discontinued operations $ 27,005 $ (82,455)
Item not affecting cash:
Gain on dissolution of Ambari USA (27,005) -
Changes in non-cash working capital items:
Amounts receivable - 337
Prepaid expenses and deposits - 388
Inventory - 7,874
Accounts payable and accrued liabilities - (11,610)
Net cash used in operating activities in discontinued
operations - (85,466)
Total cash used indiscontinued operations $ - $ (85,466)

15 Subsequent events

On October 10, 2025, the Company issued 1,300,000 common shares for gross proceeds of $65,000 pursuant to the exercise of 1,300,000 warrants with an exercise price of $0.05 per common share.

25