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Vertiqal Studios Corp. Management Reports 2026

Mar 31, 2026

44903_rns_2026-03-31_1a098d20-0ade-46ee-a46c-452402e4b8b5.pdf

Management Reports

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Vertiqal Studios Corp.

Management Discussion and Analysis

For the years ended December 31, 2025 and 2024

Financial information expressed in Canadian dollars unless otherwise noted.


The following Management's Discussion & Analysis ("MD&A") provides a review of activities, results of operations and the financial position of Vertiqal Studios Corp. (formerly, Gamelancer Media Corp.) (the "Company" or "Vertiqal") for the years ended December 31, 2025 and 2024. This MD&A should be read in conjunction with the Company's audited consolidated financial statements and related notes thereto as at and for the years ended December 31, 2025 and 2024. All amounts disclosed in this MD&A are expressed in Canadian dollars, unless otherwise noted.

Management's Responsibility

The Company's management is responsible for the preparation and presentation of the financial statements and this MD&A. The financial statements have been prepared in accordance with International Financial Accounting Standards ("IFRS") as issued by the International Accounting Standards Board and as included in Part 1 of the CPA Canada Handbook – Accounting and the interpretations of the International Financial Reporting Interpretations Committee. This MD&A has been prepared in accordance with the requirements of securities regulators, including National Instrument 51-102 of the Canadian Securities Administrators. This MD&A has been prepared as of March 31, 2026

Forward-Looking Statements

This MD&A may contain forward-looking statements based on assumptions and judgments of management regarding events or results that may prove to be inaccurate as a result of exploration or other risk factors beyond its control. Actual results may differ materially from the expected results. Except for statements of historical fact, this MD&A contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this MD&A includes, but is not limited to, statements with respect to future events such as the launch of the Company's loyalty platform. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information. Forward-looking information is based on the opinions and estimates of management at the date the statements are made, which are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause results to differ materially from those expressed in the forward-looking statements include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions; the outbreak of an epidemic or a pandemic, including the recent outbreak of the novel coronavirus (COVID-19), or other health crisis and the related global health emergency affecting workforce health and wellbeing; governmental regulation; unanticipated operating events; competition; the availability of capital on acceptable terms; stock market volatility; volatility in market price and the other factors described herein under "Risks and Uncertainties". Readers are cautioned that this list of risk factors should not be considered as exhaustive. The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Description of Business

Vertiqal Studios Corp. was co-founded by Jonathan Dwyer (CEO) and Michael Cotton. The Company is headquartered in Ontario, Canada having a registered office of 120 Carlton Street, Suite 405, Toronto, Ontario, M5A 4K2.

Vertiqal Studios Corp. is a media & entertainment company producing short-form video content for brands, with broadcast on its owned and operated TikTok, Snapchat, and Instagram channels. Following the acquisition of Enthusiast Gaming assets and Omnia Media Inc. on September 1, 2025, the Company also operates a multi-channel network ("MCN") business serving digital creators. Vertiqal has a strategic partnership with both TikTok North America and Snap Inc. and works with companies such as Samsung, Belkin, Celsius, and several other notable brands.


The Company produces and distributes content across its 138 owned-and-operated channels to over 52 million followers and subscribers, generating over 2 billion monthly video views.

The Company formerly traded on the Canadian Securities Exchange ("CSE") under the symbols GMNG and GMNG.WT. Effective July 19, 2023, the Company began trading on the TMX under the symbol GMNG; the TSX symbol changed to VRTS in September 2023.

Industry Outlook

North American Digital Advertising Market – Macro Trends

Total digital advertising expenditure in the United States exceeded approximately US$300 billion in 2024, with North America representing the largest global regional market. Industry forecasts project continued expansion at a compound annual growth rate in the high single digits through 2027, supported by sustained growth in social media, video, and mobile advertising formats.

The structural composition of digital advertising has evolved materially over the past several years. Search advertising, historically the dominant format, continues to command the largest share of spend; however, its proportional share is eroding as social media and video advertising capture a growing portion of incremental brand investment.3 Display advertising — comprising banner ads, native placements, and non-video digital formats — has experienced declining click-through rates and diminishing effectiveness, particularly among audiences under the age of 35, accelerating the reallocation of marketing budgets toward contextually integrated, creator-led formats.4

Programmatic advertising — the automated, auction-based buying and selling of digital ad inventory — now accounts for an estimated approximately 85%–90% of all digital display ad transactions in the United States.5 The programmatic ecosystem has matured significantly, with major platforms including Google Ad Manager and The Trade Desk facilitating real-time bidding across a fragmented publisher landscape. For content aggregators and multi-channel networks operating within this ecosystem, programmatic monetization is generally considered to represent both a scalable revenue mechanism and a direct function of audience volume, engagement quality, and platform algorithmic placement — dynamics that are central to Vertiqal's operating model through its subsidiary Omnia Media Inc.

Mobile devices continue to account for the majority of digital media consumption in North America, with mobile advertising representing approximately 68% of total digital ad spend in 2024.6 This mobile-first shift reinforces the competitive positioning of social-native platforms — including TikTok, Instagram, YouTube, and Snapchat — which have been architecturally designed for mobile engagement and now collectively serve as the primary media environment for Gen Z and millennial audiences.

Social Media Advertising and the Shift to Short-Form Video

Social media advertising expenditure in North America reached an estimated exceeding US$75 billion in the United States, with additional contributions from Canada in 2024, representing approximately 27% of total digital ad spend in the region.7 This segment is forecast to grow at a CAGR of approximately 11% through 2027, outpacing the broader digital advertising market, as brands accelerate their reallocation of traditional media budgets — including television — toward social and video-first formats.

Within social media advertising, short-form video has emerged as the dominant and fastest-growing ad format. Short-form video — defined as content generally ranging from 15 to 90 seconds — delivered through TikTok, Instagram Reels, and YouTube Shorts has been widely observed to generate measurably superior engagement metrics relative to static display, long-form video, and text-based formats, particularly among users aged 13 to 34.9 TikTok's North American user base reached approximately 170 million monthly active users ("MAUs") by late 2024,10 while YouTube Shorts surpassed 70 billion daily views globally as of mid-2024,11 and Instagram Reels continued to generate the among the highest engagement formats across Meta's platforms on that platform.12

The shift toward short-form video reflects a broader change in consumer behaviour driven by accelerated media consumption patterns, reduced average attention spans, and the social discovery mechanism that characterizes platform algorithms on TikTok, YouTube, and Instagram. These algorithms disproportionately favour native, creator-produced content over traditional brand advertising, creating a structural incentive for advertisers to integrate their messaging within creator-generated content rather than deploying conventional pre-roll or display formats.13


Snapchat, while smaller in aggregate reach than TikTok or YouTube, maintains a strategically relevant user base with over 90% of 13-to-24-year-old internet users in the United States reported to use the platform, 14 making it a meaningful touchpoint for campaigns targeting younger demographic segments. The sustained engagement of Generation Z across these platforms reinforces the importance of authentic, creator-aligned content delivery — the precise mechanism through which multi-channel networks ("MCNs") such as Omnia Media Inc. generate advertising value.

Brand advertisers are responding to these consumption patterns by increasing their allocation to social video. According to eMarketer, social video advertising in the United States alone is projected to exceed US$60 billion by 2026, 15 with short-form video representing the fastest-growing sub-segment within that category. The convergence of creator authenticity, platform distribution reach, and measurable engagement metrics positions short-form social video as a structurally durable advertising channel through the near-to-medium term.

The Creator Economy and Influencer Marketing

The creator economy — broadly defined as the ecosystem of independent content creators, digital media businesses, and the platforms, tools, and monetization infrastructure that support them — has grown into a significant segment of the global digital economy. Goldman Sachs estimates the creator economy could reach US$480 billion in size by 2027, with the influencer marketing sub-segment — brand-funded content creation and distribution through social media personalities — growing at a CAGR of approximately 14% through that period.16

In North America, influencer marketing spend reached an estimated US$7.5 billion in 2024 and is expected to approach US$11 billion by 2027.17 Growth is being driven by several compounding factors: the continued decline in effectiveness of traditional digital display advertising; the has been widely observed to generate return on investment ("ROI") of creator-led brand campaigns relative to conventional formats; and the expanded ability of brands to access granular, demographically specific audiences through creators rather than relying on broad-based media placements.

Macro-demographic trends are amplifying this dynamic. Generation Z — broadly defined as individuals born between 1997 and 2012 — now constitutes the largest global generational cohort18 and is entering its peak consumer spending years. This cohort exhibits materially different media consumption behaviour from prior generations: Gen Z consumers are significantly less likely to engage with traditional display advertising, more likely to use ad-blocking software, and more likely to make purchasing decisions influenced by creators they follow on social platforms.19 For brands seeking to reach this demographic with measurable efficiency, creator-led content distribution has become an increasingly indispensable channel.

The economics of creator monetization have evolved alongside market growth. Beyond influencer fees for sponsored content, creators now participate in multi-layered revenue ecosystems including platform ad revenue sharing (YouTube Partner Program, TikTok Pulse, Snapchat Spotlight), merchandise, digital products, live shopping, and subscription models.20 The diversification of creator income streams has increased the bargaining complexity of brand-creator relationships, creating commercial challenges for individual creators operating without institutional support. This structural dynamic reinforces the operational rationale of MCN aggregators — such as Omnia Media Inc. — that provide creators with revenue optimization, contractual infrastructure, audience analytics, and access to direct brand relationships in exchange for a share of monetized revenue.

Multi-Channel Networks (MCNs) and Platform Monetization Models

Multi-channel networks occupy a structurally differentiated position within the digital media value chain. An MCN aggregates a portfolio of individual content creators across one or more social media platforms, providing centralized services — including audience development, content strategy, brand partnership facilitation, programmatic yield optimization, compliance management, and revenue sharing administration — in exchange for a contractual share of creator-generated advertising revenues. The MCN model enables scale economies that are unavailable to individual creators and facilitates the bundling of fragmented audience inventory into commercially attractive packages for brand advertisers.21


The monetization architecture within which MCNs operate is shaped by two primary revenue mechanisms: programmatic advertising and direct brand partnerships. Programmatic revenue — generated principally through platform-administered programs such as the YouTube Partner Program and Google Ad Manager — is driven by the volume of eligible content views, content category (which affects cost-per-mille, or "CPM", rates), audience geography, and seasonal advertising demand cycles. Direct-sold campaigns — negotiated bilaterally between the MCN (or its brand partnership team) and a brand or agency — generally command premium pricing relative to programmatic inventory and typically involve dedicated creator integrations, sponsored content series, or owned-and-operated channel activations.22

The MCN landscape has undergone structural consolidation since its initial period of rapid expansion. Early-stage MCNs that relied exclusively on thin programmatic margins and high creator volumes faced commercial viability challenges as platform CPM rates fluctuated and creator churn eroded portfolio value. The MCNs that have has been widely observed to generate commercial durability are those that have developed material direct-sold brand revenue capabilities, cultivated owned-and-operated ("O&O") channels — social media properties controlled directly by the MCN rather than shared with independent creators — and built diversified platform exposure across TikTok, YouTube, Instagram, and Snapchat.23

From a revenue recognition perspective under IFRS 15 (Revenue from Contracts with Customers), MCNs must assess the distinction between principal and agent arrangements in the context of creator revenue sharing. Where the MCN acts as principal — controlling the content distribution and assuming primary responsibility for delivery of advertising services — gross revenue recognition is appropriate. Where the MCN acts as agent — facilitating the commercial relationship between a creator and a brand without taking on primary performance obligations — net revenue recognition (i.e., the net commission or fee earned) may be required. The specific determination is dependent on the contractual structure of each arrangement and involves judgment informed by IFRS 15 control indicators.24

Platform policy changes represent a material operating variable for MCNs. YouTube's monetization policies, TikTok's evolving creator fund and Pulse program parameters, and Snapchat's Spotlight compensation adjustments are all subject to unilateral platform-level modification and can materially affect per-view CPM rates and revenue sharing thresholds. Regulatory developments — including ongoing scrutiny of TikTok's ownership structure in the United States — introduce additional platform concentration risk for MCNs with significant TikTok revenue exposure.25 MCNs that have developed diversified platform distribution across multiple social media ecosystems are better positioned to manage platform-specific policy and regulatory risk.

Within Vertiqol's operating structure, Omnia Media Inc. serves as the Corporation's dedicated YouTube subsidiary, operating both an MCN and a programmatic monetization business within that platform ecosystem. In its MCN capacity, Omnia acts as agent — facilitating the commercial and revenue-sharing relationship between independent YouTube creators and brand advertisers, without assuming primary performance obligations — and recognizes revenue on a net basis in accordance with IFRS 15.B34–B38. In its programmatic capacity, Omnia operates as principal through YouTube AdSense and Google Ad Manager, retaining control over eligible owned content and recognizing gross advertising revenue generated from that inventory. The programmatic operations of the Corporation's remaining entities — Joybox Media Inc. and Gamelancer Inc. — are conducted separately under their respective structures and are not part of the Omnia Media operating segment. This delineation reflects the distinct contractual and operational frameworks governing each subsidiary and is relevant to the revenue recognition and segment reporting disclosures contained elsewhere in this MD&A.

Key Industry Trends and Strategic Implications for Vertiqol

Several macro industry trends intersect with Vertiqol's operating model in ways that management considers strategically relevant for the near-to-medium term. These trends are summarized below from a factual, analytical perspective based on available third-party industry data.


Fragmentation of Media and the Rise of Creator-Led Distribution

The continued fragmentation of digital media — driven by the proliferation of platforms, content formats, and creator voices — has rendered traditional demographic targeting increasingly imprecise. Brands seeking to reach Gen Z and millennial consumers can no longer rely on a small number of broadcast or cable properties to deliver mass-reach campaigns. Instead, effective audience delivery requires access to an aggregated network of creators whose individual followings are demographically specific, platform-native, and trusted by their audiences.26 Vertiqal's MCN model, through Omnia Media, is structurally aligned with this fragmentation dynamic, enabling brands to access aggregated Gen Z and millennial reach through a curated portfolio of creator and O&O channels.

Expansion of Programmatic Ecosystems and Yield Management

The programmatic advertising infrastructure administered by Google (YouTube / Google Ad Manager) has continued to mature, with enhanced targeting capabilities, improved brand safety controls, and expanded advertiser demand pools contributing to improved CPM rate trends in premium content categories.27 For MCNs with substantial YouTube content libraries and high-volume view generation, programmatic revenue provides a relatively predictable, scalable base revenue stream. Vertiqal's programmatic monetization through AdSense and Google Ad Manager aligns with this trajectory, subject to inherent CPM variability driven by content category, audience geography, and seasonal advertising demand.

Growth of Direct Brand Investment in Creator Channels

The increasing sophistication of brand marketers in deploying creator-led campaigns — and the emergence of standardized measurement frameworks for creator campaign ROI — has supported the expansion of direct-sold brand budgets into the creator channel.28 Research from the Interactive Advertising Bureau ("IAB") and McKinsey & Company has highlighted that creator-integrated brand content can generate significantly higher completion rates, brand recall, and purchase intent than equivalent display or pre-roll placements, particularly among Gen Z respondents.29 Vertiqal's direct-sold brand campaign capability, executed through Omnia Media's brand partnership infrastructure, positions the Corporation to capture a share of the direct brand investment shift toward creator-led distribution.

Audience Targeting Efficiency for Hard-to-Reach Demographics

Generation Z's documented aversion to traditional advertising formats — combined with high ad-blocking rates, streaming adoption (reducing linear TV exposure), and platform-native content consumption behaviour — has created a structural targeting challenge for brands.30 Industry data consistently identifies creator-led social content as among the highest-performing formats for reaching and engaging Gen Z audiences at scale. Vertiqal's platform strategy — concentrated on TikTok, YouTube, Instagram, and Snapchat, with content curated for Gen Z and millennial consumption — aligns with the has been widely observed to generate reach requirements of brand advertisers seeking access to this demographic.

Platform Diversification and Risk Management

Legislative actions in the United States in 2024 introduced potential divestiture requirements for TikTok's parent company, ByteDance, with implementation timelines and enforcement subject to ongoing regulatory and legal developments through 2025 and 2026.

Outlook Through 2027

Across the five-year period ending 2027, the structural drivers underlying Vertiqal's operating segment — the continued growth of social media advertising, the sustained dominance of short-form video, the expanding influencer marketing spend, and the increasing demand for creator-led brand reach — are expected to remain constructive for MCN operators with diversified platform exposure and established brand partnership capabilities.32 The Corporation operates in a high-growth segment of the broader digital advertising market; however, competitive intensity within the MCN sector has increased, platform policy risk remains a material variable, and programmatic CPM rates are subject to cyclical and structural pressures. The statements in this section are forward-looking in nature and subject to the cautionary language set out at the beginning of this Industry Overview.


Highlights

Trading on the TMX

The Company currently trades on the TMX under the symbol VRTS.

Enthusiast Gaming Assets and Omnia Media Acquisition

On August 30, 2025, the Company completed a business combination and asset acquisition involving certain Enthusiast Gaming assets and liabilities along with the shares of Omnia Media Inc. and Luminosity Inc. for aggregate consideration of $900,000. The acquisition was assessed as qualitatively material and included the MCN business and associated content creator agreements. See Business Combinations discussion below.

Disposal of Luminosity Inc.

On November 7, 2025, the Company divested its interest in Luminosity Inc. for proceeds of $300,000. The Company retained certain liabilities associated with the Luminosity business. A gain of $286,210 on disposal of Luminosity Inc was recognized in the statement of operations.

May 2025 Convertible Debenture (CD III)

During May 2025, the Company issued an unsecured convertible debenture in the principal amount of $1,550,000, bearing interest at 15% per annum, convertible into common shares at $0.025 per share. The debenture has a 24-month term with no cash interest payments required until maturity.

October 2025 Convertible Debenture (CDI V)

During October 2025, the Company issued a second unsecured convertible debenture in the principal amount of $2,298,000 bearing interest at 15% per annum, convertible into common shares at $0.025 per share. The debenture has a 24-month term with no cash interest payments required until maturity.

RSU Conversions and Forfeitures

During the year ended December 31, 2025, 1,600,000 restricted share units ("RSUs") were converted. The remaining RSUs, totalling 9,600,000 were forfeited.

CD I Debt Conversion

The CD I convertible debt, with a total principal and interest of $6,115,179 was converted into 246,207,149 common shares. As at December 31, 2025, 148,056,209 of those shares had been issued. The remaining 98,150,940 shares are classified as shares to be issued and will be issued subsequent to December 31, 2025.

Various Strategic Partnerships and Agreements

The Company has maintained strategic partnerships with TikTok North America, Snap Inc., Samsung, Belkin, Celsius, 6ixbuzztv, Ledge, Viral Nation, NFL, Lego, Amazon, Disney, RBC, Sega, NHTSA, among others.

Events Subsequent to December 31, 2025

As of February 2026, the Company has discontinued its legal action against Playgrnd Media Corp. (formerly Playground Media Corp.). See Contingencies section.

On January 27, 2026, Jon Dwyer stepped down from his position as CEO of the Company

Financial Position, Results of Operations and Cashflows

Results of Operations

The following summarizes the results of operations of the Company for the years ended December 31, 2025 and 2024:


December 31, 2025 December 31, 2024
Advertising revenue 5,829,946 4,861,413
Cost of sales 3,320,309 1,486,519
Gross margin 2,509,637 3,374,894
Expenses:
Consultants and subcontractors 4,137,068 2,369,993
Share-based payments 469,367 271,984
Professional fees 1,057,158 669,992
General and administrative 1,733,058 931,099
Advertising and promotion 108,049 84,008
Salaries, wages and benefits 734,300 863,289
Depreciation and amortization 1,117,289 806,041
Foreign exchange loss 85,983 12,432
Finance costs, net 70,406 797,738
Credit loss 241,365 419,950
Gain on extinguishment of convertible debenture - (2,688,221)
Change in fair value of convertible debenture 3,125,667 1,218,418
Gain on disposal of subsidiary (286,210) -
Total expenses 12,593,500 5,756,723
Loss before income taxes (10,083,863) (2,381,829)
Current tax expense (500,239) (181,527)
Deferred tax recovery 92,888 198,232
Net loss (10,491,214) (2,365,124)
OCI – Exchange difference on translating foreign operations (385,026) 19,223
Deferred tax recovery (expense) 120,580 (79,985)
Total comprehensive loss (10,755,660) (2,425,886)
Revenues of $5,829,946 for the year ended December 31, 2025 (2024 – $4,861,413) were recognized. These revenues reflect both directadvertising revenues and programmatic advertising revenues, and include revenues attributable to the acquisition of assets and insertion orders from the Enthusiast Gaming transaction, along with programmatic and AdSense revenue derived from the Google Asset Manager acquired Revenues are derived from both Canadian and US sources with US-source revenues comprising the majority.Cost of sales for the year ended December 31, 2025 of $3,320,309 (2024 – $1,486,519) reflects the cost of consultants and contractors providing video content, editing and other production services.Consultants and subcontractor costs for the year ended December 31, 2025 of $4,137,068 (2024 – $2,369,993) consist primarily of contractor payments to executive management and sales personnel, as well as investor relations costs.Share-based compensation for the year ended December 31, 2025 of $469,637 (2024 – $271,984) includes the vesting of 1,600,000 RSUs during the year. This also includes the issuance and vesting of 23,000,000 stock options.General and administrative expenses for the year ended December 31, 2025 of $1,733,058 (2024 – $931,099) consist of insurance costs, travel and entertainment expenses, and other miscellaneous administrative expenses.Salaries, wages and benefits for the year ended December 31, 2025 of $734,300 (2024 – $863,289) include compensation for staff and executive management.

Depreciation and amortization for the year ended December 31, 2025 of $1,117,289 (2024 – $806,041) reflects amortization of intangibles acquired in the acquisitions of JoyBox Media Inc., Gamelancer Inc., Offbeat Media, and the Enthusiast Gaming / Omnia Media Inc assets.

Finance costs, net, for the year ended December 31, 2025 of $70,406 (2024 – $797,738) include accretion on the promissory notes, interest on the lease liability, and bank charges, offset by interest income. No cash interest payments were required on the 2025 convertible notes until maturity.

Provisions recognized for the year ended December 31, 2025 include the Asceti arbitration obligation (approximately USD $565,599) and the Disguised Toast claim (approximately USD $500,000). Both have been recognized at management's best estimate in accordance with IAS 37 based on the advanced stage of those proceedings. See Contingencies section.

Non-GAAP Adjusted Loss Reconciliation

The following table reconciles the Company's net loss to a non-GAAP adjusted loss figure. This measure is intended to reflect the Company's net loss adjusted for non-cash expenses and is not reflective of guidance provided by IFRS:

December 31, 2025 December 31, 2024
Net loss before income taxes (10,083,863) (2,381,829)
Share-based payments 469,367 271,984
Depreciation and amortization 1,117,289 806,041
Foreign exchange loss 85,983 12,432
Accretion expense on notes and debentures - 756,425
Provision for tax penalty 349,758 61,255
Bad debt 241,365 419,950
Gaon on sale of Luminosity Inc. (286,210) -
Gain on extinguishment of debt - (2,688,221)
Change in fair value of convertible debenture 3,125,667 1,218,418
Adjusted loss (4,980,644) (1,523,545)

Financial Position and Cashflows

The following summarizes the financial position of the Company as at December 31, 2025 and December 31, 2024:


December 31, 2025 December 31, 2024
Assets:
Current assets 3,600,564 2,047,151
Deposits 4,425 4,425
Property and equipment 17,801 8,549
Right of use asset 118,090 215,795
Intangible assets 5,469,045 2,589,276
Goodwill 2,625,005 -
Liabilities:
Current liabilities 19,076,610 7,946,005
Promissory note - 399,622
Lease Liability 10,069 126,408
Private placement liability - 350,000
Deferred tax liability 81,311 40,628
Shareholders' equity (deficit):
Common shares 64,219,217 59,527,290
Shares to be issued 2,453,774 173,014
Warrant reserve 3,614,338 3,619,338
Share-based benefits reserve 2,411,011 1,958,630
Accumulated other comprehensive income (loss) 890,682 1,155,128
Deficit (80,922,081) (70,430,867)
Current assets consist of cash of 171,619 (2024 – $506,130), restricted cash of $188,887 (2024 - $nil), receivables of $3,212,891 (2024 – $1,338,061) and prepaid expenses of $27,167 (2024 – $202,960).Cash flows from operations for the year ended December 31, 2025 were $(2,713,767) (2024 – ($952,066)).Cash flows from investing activities for the year ended December 31, 2025 were $(423,113) (2024 – $560,650), reflecting the cash consideration paid on the Enthusiast Gaming/Omnia acquisition and proceeds from the Luminosity disposal.Cash flows from financing activities for the year ended December 31, 2025 were $3,376,282 (2024 – $120,050), reflecting proceeds from the CDIII and CDIV convertible debenture issuances.Intangible assets of $5,469,045 (2024 – $2,589,276) include the addition of intangibles acquired through the acquisition of the assets of Enthusiast Gaming September 1, 2025. This includes Licence and Network of $1,200,000, to be amortized over 12 years and Customer Relationships at $1,900,000, which will be amortized over 6 years.Current liabilities of $19,076,610 (2024 – $7,946,005) include accounts payable and accrued liabilities, income taxes payable, due to related parties, and promissory notes. current portion of lease liabilities.The three outstanding convertibles debentures all bear interest at 15% per annum, are convertible at $0.025 per share, and have 24-month terms with no cash interest payments until maturity The carrying value of the convertible debentures as at December 31, 2025 are: CDII - $1,043,886 (2024 - $1,025,398); CDIII - $2,050,000 (2024 - $nil) and CDIV - $2,400,000 (2024 - $nil)As at December 31, 2025, CDI convertible debt had been converted into 246,207,149 common shares, of which 148,056,209 had been issued. The remaining shares are classified as shares to be issued within equity.

Selected Quarterly Information

December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025
Revenue 2,187,533 2,158,802 777,766 705,845
Net loss from continuing operations 5,198,739 3,029,741 541,967 1,313,416
Net loss per share $0.00 $0.00 $0.00 $0.00
Quarter Ended December 31, 2024 September 30, 2024 June 30, 2024 March 31, 2024
Revenue 1,050,698 1,863,636 1,104,170 842,909
Net loss from continuing operations 820,699 52,208 913,677 595,245
Net loss per share $0.00 $0.00 $0.00 $0.00

Liquidity and Capital Resources

During the year ended December 31, 2025, the Company raised capital through two convertible debenture issuances: the CDIII debenture and the CDIV debenture, each bearing 15% per annum with 24-month terms and conversion rights at $0.025 per common share.

The Enthusiast Gaming / Omnia acquisition on September 1, 2025 was completed for aggregate consideration of $900,000. The Luminosity Inc. disposal on November 7, 2025 generated proceeds of $300,000, with the Company retaining certain associated liabilities.

As at December 31, 2025, the Company had a cash balance of $171,619 (2024 - $506,130) to settle current liabilities $19,076,610 (2024 - $7,946,005).

The Company does not currently have a bank credit facility. At this time, the Company continues to operate at a loss and remains dependent on its ability to obtain equity or debt financing for growth and working capital purposes. The Company may need additional capital and may raise additional funds should the Board of Directors deem it advisable.

Going Concern

The Company's financial statements for the year ended December 31, 2025 have been prepared on a going concern basis, which assumes that the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.

As at December 31, 2025, the Company had a shareholders' deficit of $11,834,930 (2024 - $4,865,196) and incurred a net loss of $10,491,214 (2024 - $2,365,124). The Company had a working capital deficiency of $15,476,046 (2024 - $5,898,854). These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

Management's plans to address the going concern risk include: (i) ongoing revenue growth from the combined Vertiqal and Omnia MCN operations; (ii) reduction of operating expenditures; (iii) completion of deferred settlement obligations on a structured basis; and (iv) the ability to access debt and equity capital markets as required. There can be no assurance that management's plans will be successfully executed.

Critical Accounting Estimates

Application of the Company's accounting policies in compliance with IFRS requires management to make certain judgments, estimates and assumptions. These estimates and assumptions are based on historical experience and other factors considered to be relevant.

Significant estimates and judgments relevant to the year ended December 31, 2025 include: (i) the purchase price allocation for the Enthusiast Gaming / Omnia business combination, including fair values assigned to acquired intangible assets; (ii) fair value measurement and IFRS 9 classification of the CDIII and CDIV convertible debentures; (iii) impairment assessment of goodwill and intangible assets under IAS 36; and (iv) gain or loss on disposal of Luminosity Inc., including measurement of retained liabilities at fair value.


Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company.

Accounting Pronouncements Issued Not Yet Effective

A number of new standards, and amendments to standards and interpretations, are not yet effective for the year ended December 31, 2025, and have not been early adopted in preparing these consolidated financial statements.

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1. IFRS 18 applies to annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted. The standard must be applied retrospectively with restatement of comparative information. The key new concepts introduced in IFRS 18 relate to: the structure of the statement of profit or loss; required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements; and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes. The Company is currently assessing the impact and efforts related to adopting IFRS 18. The Company expects the standard will primarily affect the presentation and disclosure of information within the consolidated financial statements.

In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments. These amendments clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance targets); and update the disclosures for equity instruments designated at fair value through other comprehensive income. These amendments apply to annual reporting periods beginning on or after January 1, 2026. Earlier application is permitted and the amendments are to be applied retrospectively. The Company is currently evaluating the impact these amendments may have on its consolidated financial statements and related disclosures.

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates and are not expected to have a significant impact on the Company's consolidated financial statements.

Financial Instruments

Recognition and Classification

Financial Assets

All financial assets are initially recognized at fair value, adjusted by, in the case of instruments not at fair value through profit or loss, directly attributable transaction costs. After initial recognition, financial assets are subsequently classified and measured at either fair value through profit or loss ("FVTPL"), fair value through other comprehensive income ("FVTOCI") or amortized cost based on the Company's assessment of the business model within which the financial asset is managed and the financial asset's contractual cash flow characteristics.

The Company measures cash at FVTPL as at December 31, 2025 and December 31, 2024.

Financial assets measured at amortized cost are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortized cost using the effective interest method less impairment. Accounts receivable and short-term investments are classified as measured at amortized cost.

Financial Liabilities


The Company classifies its financial liabilities into one of the following two categories; measured at amortized cost and measured at FVTPL. The Company has designated the derivative conversion option related to the Convertible Debentures as being measured at FVTPL.

Financial liabilities measured at amortized cost are initially recognized at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortized cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the balance sheet.

Accounts payable and accrued liabilities, due to related party, lease liabilities and long-term debt are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method.

Derecognition

Financial assets are derecognized only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. The Company derecognizes financial liabilities when the Company's obligations are discharged, cancelled, or they expire.

Offsetting

Financial assets and liabilities are offset and the net amount presented in the statements of financial position when, and only when, the Company has a legal right to offset the recognized amounts and it intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

Fair Value and Market Value Measurement

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction on the measurement date.

When available, the Company measures the fair value of an instrument using quoted market prices in an active market for that instrument. A market is regarded as active if quoted prices are readily and regularly available and represent actual and regularly occurring market transactions on an arm's length basis.

The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1), and the lowest priority to unobservable inputs (level 3).

The three levels of the fair value hierarchy are as follows:

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

Impairment of Financial Assets

At each reporting date, the Company assess whether there is objective evidence that financial assets not carried at FVTPL are impaired. A financial asset or a group of financial assets are impaired based upon the expected credit loss ("ECL") model.


Financial Risk Factors

The Company's business is subject to certain risks, including but not restricted to risks related to: market risk for securities, future financing risks; going-concern risks; global economy risks; use of proceeds risks; volatility of the Company's share price following a listing on a public exchange and the lack of trading history for the Common Shares; increased costs of being a publicly traded company; limited operating history in an evolving industry and history of losses; lack of brand development; expectations with respect to advancement in technologies; currency fluctuations; interest rates; taxes on the Company and its products; liabilities that are uninsured or uninsurable; economic conditions, dependence on management and conflicts of interest; intellectual property rights; attracting and retaining quality employees; key personnel risk; management of growth; product and services development; expansion risk; breach of confidential information; competition within the technology industry; corporate matters; issuance of debt; third party credit; short term investments; shares reserved for issuance; credit risk; liquidity risk; interest rate risk; and described from time to time in the Company's documents filed with Canadian securities regulatory authorities; and other factors beyond the Company's control.

The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk, and market risk (including interest rate risk, and foreign exchange rate risk).

Risk management is carried out by the Company's management team with guidance from the Audit Committee under policies approved by the Board of Directors. The Board of Directors also provides regular guidance for overall risk management.

Credit Risk

Credit risk is the risk of loss associated with a counterparty's inability to fulfil its payment obligations. The Company's credit risk is primarily attributable to cash and accounts receivable. The Company has no significant concentration of credit risk arising from operations. Cash consists of cash at banks and on hand. The cash has been invested and held with reputable financial institutions, from which management believes the risk of loss to be remote. The Company's customer base is diversified with no reliance on any one client.

Liquidity Risk

Liquidity risk refers to the risk that the Company will not be able to meet its financial obligations as they become due. As at December 31, 2025, the Company had a cash balance of $171,619 (2024 – $506,130) to settle current liabilities of $19,076,610 (2024 – $7,946,005). Significant near-term cash obligations include scheduled payments under the Asceti settlement (USD ~$565,599) and potential cash settlement of the Disguised Toast claim (USD ~$500,000). The Company's ability to manage these obligations is dependent on securing additional financing and generating operating cash flow.

Market Risk – Interest Rate Risk

The convertible debentures each bear a fixed interest rate of 15% per annum. As the rates are fixed, the Company's exposure to interest rate risk on these instruments is limited. No cash interest payments are required until maturity of each debenture.


Capital Management

The Company manages its capital with the following objectives:

(i) To ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future growth opportunities, and pursuit of accretive acquisitions; and
(ii) To maximize shareholder return through enhancing the share value.

The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Company may manage its capital structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by Management and the Board of Directors on a regular basis. The Company considers its capital to be equity, comprising share capital and deficit, which at December 31, 2025 totalled shareholders' deficit of $11,834,930 (December 31, 2024 – shareholders' deficit of $4,865,196). The Company is not constrained by externally imposed capital requirements.

Related Party Transactions

The remuneration of key management personnel, including directors and officers, during the year was as follows:

December 31, 2025 December 31, 2024
Short-term benefits 1,499,875 1,817,830
Share-based compensation 186,222 271,984
Total 1,686,097 2,089,814

Short-term benefits for the year ended December 31, 2025 include salaries of $477,404 (2024 – $584,735) and consulting fees of $1,022,471 (2024 – $1,233,095).

During the year ended December 31, 2025, the Company received a non-interest-bearing loan of US$238,000 subsequent to year-end (2024 -USD $200,000).

Contingencies

Statement of Claim – July 29, 2021 (GroupBy Inc.)

On July 29, 2021, the Company received a statement of claim filed by GroupBy Inc. alleging breach of contract and unjust enrichment and seeking USD $4,136,807 plus interest and costs. On September 7, 2021, the Company filed a Statement of Defence and Counterclaim seeking dismissal and counterclaiming for $400,000 plus costs. On October 27, 2021, the Company also filed a Third Party Counterclaim against a former director and the CEO of GroupBy Inc. seeking USD $4.1 million in damages.

As litigation is subject to many uncertainties, it is not possible to predict the ultimate outcome of this claim. The most recent counter offer received was $200,000 (fiscal 2024).

Statement of Claim – November 19, 2024 (Playgrnd Media Corp.)

On November 19, 2024, the Company filed a claim in the Ontario Superior Court of Justice against Playgrnd Media Corp. (formerly Playground Media Corp.) seeking $4,770,000 in damages plus costs. As of February 2026, the Company has discontinued its legal action against Playgrnd Media Corp. No liability has been recognized in respect of this matter.


Statement of Claim – January 8, 2025 (Former Consultant)

On January 8, 2025, the Company received a claim from a former consultant alleging wrongful termination and unpaid commissions in the amount of $193,957 plus costs. The Company filed its statement of defence in February 2025. The matter has progressed to active settlement discussions, with the Company offering approximately $50,000 as a lump sum or $85,000 payable over time, and the claimant countering at $95,000 over a shorter period. Management expects the matter to be resolved through settlement and does not anticipate the final amount will exceed $85,000

Statement of Claim – Aceti (MCN Content Agreement)

The Company is party to an arbitration matter relating to alleged unpaid earnings under an MCN Content Agreement entered into by Omnia Media, Inc. The parties have negotiated a settlement framework establishing total obligations of approximately USD $565,599, payable through a combination of scheduled cash payments and potential equity settlement for a portion of legal fees. Management has determined that a present obligation exists and that an outflow of economic resources is probable, and has accordingly recognized a provision at its best estimate in accordance with IAS 37. The obligation is classified as current.

Statement of Claim – Jeremy Wang ("Disguised Toast")

The Company is subject to a claim by Jeremy Wang ("Disguised Toast") relating to alleged unpaid earnings of approximately USD $500,000 under a prior MCN Content Management Agreement associated with Omnia Media. Based on the contractual nature of the underlying earnings, management's acknowledgment of the outstanding amounts, and the advanced stage of the dispute, management has determined that a present obligation exists and that an outflow of economic resources is probable. A provision has been recognized at management's best estimate in accordance with IAS 37. The obligation is expected to be settled in the near term.

Risks and Uncertainties

The success of the Company is dependent, among other things, on obtaining sufficient funding to enable the Company to develop its business including the remaining obligations related to the acquisitions of Gamelancer and JoyBox as previously described herein. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay in executing the Company's business plan. The Company will require new capital to continue to operate its business, and there is no assurance that capital will be available when needed, if at all. It is likely such additional capital will be raised through the issuance of additional equity, which will result in dilution to the Company's shareholders.

The operations of the Company may require licenses and permits from various local, provincial and federal governmental authorities. There can be no assurance that the Company will be able to obtain all necessary licenses and permits that may be required to carry out development of its business or operations.

Certain directors or proposed directors of the Company are also directors, officers or shareholders of other companies. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest, which they may have in any project opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his interest and abstain from voting on such matter. In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

The Company does not have a historical track record of operating upon which investors may rely. Consequently, investors will have to rely on the expertise of the Company's management. The Company does not have a history of earnings or the provision of return on investment, and there is no assurance that it will produce revenue, operate profitably or provide a return on investment in the future

Dependence on Key Employees


The Company's business and operations are dependent on retaining the services of a small number of key employees. The success of the Company is, and will continue to be, to a significant extent, dependent on the expertise and experience of these employees. The loss of one or more of these employees could have a materially adverse effect on the Company. The Company does not maintain insurance on any of its key employees.

Accountability and oversight of the Company rests with the Board. The Company will continue to evaluate and potentially expanded its management team to oversee the business development activities of the Company and perform all core functions.

Competitive Conditions

The markets for the Company's products are competitive and rapidly changing, and a number of companies offer products similar to the Company's products and target similar customers. The Company believes its ability to compete depends upon many factors within and outside its control, including the timely development and introduction of new products and product enhancements; product functionality, performance, price and reliability; customer service and support; sales and marketing efforts; and the introduction of new products and services by competitors.

Potential Dilution

The issue of common shares upon the exercise of options and warrants, conversion of the CDIII an CDIV convertible debentures (at $0.025 per share), issuance of remaining shares from the June 2024 debt conversion, and any future equity financings will dilute the ownership interest of the Company's current shareholders.

Fraud

The Company operates as a technology and services provider in a dynamic ecosystem where fraud exists. Typical forms of fraud include robotic traffic, where robots mimic user behaviour to inflate advertising metrics.

Current Global Financial Conditions and Trends

As of December 31, 2025, macroeconomic conditions including elevated interest rates and constrained capital markets for small-cap issuers continue to impact the Company's ability to access financing on favourable terms. The conflict in Ukraine and transition to higher inflationary environments have contributed to ongoing global economic and financial volatility.

Share Data

As at December 31, 2025, there were 859,188,085 common shares outstanding (2024 – 645,517,220), reflecting the issuance of 148,056,209 shares in connection with the CDI debt conversion. The remaining 98,150,940 shares remain to be issued.

102,046,695 warrants convertible into an equal number of common shares; 48,848,100 options to purchase common shares outstanding as at December 31, 2025.

As at the date of this report March 31, 2026 there were 859,188,085 common shares outstanding.

Additional Information

Additional information relating to the Company, including additional risk factors, is available in the disclosure documents of the Company filed on the Company's SEDAR+ profile at www.sedarplus.ca under 'Vertiqlal Studios Corp.'


Footnotes and Source References

The following sources informed the market data, estimates, and projections referenced in this Industry Overview. All projections are derived from third-party research. Where precise data was unavailable, estimates have been rounded to reflect appropriate levels of precision given available information.

  1. eMarketer / Insider Intelligence. "US Digital Ad Spending 2024." eMarketer, 2024. https://www.emarketer.com/content/us-digital-ad-spending-2024. Note: North American figure derived by applying Canada's proportional share (approx. 6–7%) to the US baseline estimate.
  2. PwC. "Global Entertainment & Media Outlook 2024–2028." PricewaterhouseCoopers, 2024. https://www.pwc.com/gx/en/entertainment-media/outlook/index.html. North American CAGR projection of approximately 8–10% reflects the combined US and Canada digital advertising sub-segment.
  3. eMarketer / Insider Intelligence. "Digital Ad Spending by Format — United States, 2023–2026." eMarketer, 2024. https://www.emarketer.com/chart/263428/us-digital-ad-spending-share-by-format-2020-2026.
  4. Statista. "Click-Through Rate (CTR) of Display Ads — Global Benchmarks." Statista, 2024. https://www.statista.com/statistics/541612/click-through-rate-display-advertising/. Deloitte Insights. "2024 Global Marketing Trends: Finding Authenticity." Deloitte, 2024. https://www2.deloitte.com/content/dam/Deloitte/us/Documents/CMO/us-global-marketing-trends.pdf.
  5. eMarketer / Insider Intelligence. "Programmatic Advertising in the US — 2024 Update." eMarketer, 2024. https://www.emarketer.com/content/programmatic-ad-spending-2024. The approximately 85%–90% programmatic share figure reflects digital display transactions (excluding search and classified formats).
  6. Statista. "Mobile Advertising Revenue as a Percentage of Total Digital Advertising in the US — 2024." Statista, 2024. https://www.statista.com/statistics/292358/mobile-advertising-spending-in-the-us/. IAB Canada. "Canadian Digital Advertising Revenue Report 2024." Interactive Advertising Bureau of Canada, 2024. https://iabcanada.com/reports/digital-advertising-revenue-report/.
  7. eMarketer / Insider Intelligence. "Social Network Ad Spending — United States, 2023–2026." eMarketer, 2024. https://www.emarketer.com/content/social-media-advertising-2024. The North American figure includes US and Canada combined.
  8. GroupM. "This Year Next Year: Global End-of-Year Forecast 2024." GroupM, December 2024. https://www.groupm.com/this-year-next-year/. eMarketer / Insider Intelligence. "Social Media Advertising Forecast 2024–2027." eMarketer, 2024.
  9. Hootsuite / We Are Social. "Digital 2024: Global Overview Report." Hootsuite, January 2024. https://datareportal.com/reports/digital-2024-global-overview-report. Short-form video engagement data reflects North American platform benchmark data aggregated by DataReportal.
  10. ByteDance / TikTok. "TikTok US Monthly Active Users Statement." As reported in US Congressional proceedings and press coverage, 2024. See also: Reuters, "TikTok has 170 million US users, CEO tells Congress," March 2024. https://www.reuters.com/technology/tiktok-ceo-says-app-has-170-million-us-users-2024-03-13/.
  11. YouTube / Alphabet Inc. "YouTube Shorts Daily Views Update." As reported in Alphabet Q2 2024 Earnings Call, July 2024. https://abc.xyz/investor/. Note: Global daily view metric as reported by the platform; North American-specific metrics are not separately disclosed by YouTube.
  12. Meta Platforms Inc. "Instagram Reels Engagement Benchmark Report." As cited in Meta Q3 2024 Earnings Presentation, October 2024. https://investor.fb.com/investor-events/event-details/2024/Meta-Q3-2024-Earnings-Call/default.aspx. Engagement defined as sum of likes, comments, shares, and saves per post impression.
  13. McKinsey & Company. "The Creator Economy: A New Marketing Playbook." McKinsey, 2024. https://www.mckinsey.com/capabilities/growth-marketing-and-sales/our-insights/the-creator-economy. Deloitte Digital. "Authenticity in Advertising — How Creator Content Is Reshaping Brand Investment." Deloitte, 2024. https://www2.deloitte.com/us/en/insights/industry/technology/creator-economy.html.
  14. Statista / Snap Inc. "Snapchat User Penetration Among 13–24 Year-Olds in the United States." Statista, 2024. https://www.statista.com/statistics/325587/snapchat-age-group-usa/. See also: Snap Inc. Investor Presentation, Q3 2024.
  15. eMarketer / Insider Intelligence. "US Social Video Ad Spending, 2024–2027." eMarketer, 2024. https://www.emarketer.com/content/us-social-video-ad-spending-forecast. Projections are subject to revision based on macroeconomic conditions and platform usage trends.
  16. Goldman Sachs Equity Research. "The Creator Economy: A US$480 Billion Opportunity by 2027." Goldman Sachs, April 2023. https://www.goldmansachs.com/intelligence/pages/the-creator-economy-could-approach-half-a-trillion-dollars-by-2027.html. CAGR of 14% derived from the Goldman Sachs influencer marketing sub-segment estimate.
  17. Statista. "Influencer Marketing Spending in the United States — 2024 and Forecast to 2027." Statista, 2024. https://www.statista.com/forecasts/1101138/influencer-marketing-spending-us. Canada figures are not separately tracked at the same granularity; North American estimate includes an adjusted proportional Canadian component.
  18. DataReportal / We Are Social. "Digital 2024: Key Demographic Trends." DataReportal, January 2024. https://datareportal.com/reports/digital-2024-global-overview-report. McKinsey & Company. "Generation Z and the Future of Marketing." McKinsey, 2023. https://www.mckinsey.com/featured-insights/sustainable-inclusive-growth/future-of-america/gen-z.
  19. Morning Consult. "The State of Gen Z Consumers 2024." Morning Consult, 2024. https://pro.morningconsult.com/analyst-reports/gen-z-consumer-report. Deloitte. "2024 Gen Z and Millennial Survey." Deloitte, 2024. https://www2.deloitte.com/global/en/pages/about-deloitte/articles/genzmillennialsurvey.html. Ad-blocking data: GlobalWebIndex / GWI, 2024.
  20. Influencer Marketing Hub. "The State of Influencer Marketing 2024: Benchmark Report." Influencer Marketing Hub, 2024. https://influencermarketinghub.com/influencer-marketing-benchmark-report/. Creator monetization stream data includes YouTube Partner Program, TikTok Pulse, and Snapchat Spotlight as separately administered platform programs.
  21. IAB (Interactive Advertising Bureau). "The Changing Advertising Ecosystem: The Role of Multi-Channel Networks." IAB Research, 2023. https://www.iab.com/research/. Deloitte Insights. "Digital Media and the Creator Economy." Deloitte, 2024. https://www2.deloitte.com/us/en/insights/industry/technology/creator-economy.html.
  22. Google LLC. "YouTube Partner Program Overview and Monetization Policies." Google Support, 2024. https://support.google.com/youtube/answer/72857. Google Ad Manager product documentation: https://support.google.com/admanager/. CPM variability by content category and geography is disclosed in general terms by Google; precise rates are proprietary and not publicly disclosed.
  23. Variety / Penske Media Corporation. "The Rise and Reset of MCNs: From Volume to Value." Variety, 2023. https://variety.com/2023/digital/news/mcn-evolution-creator-economy. Digiday. "How MCNs Are Reinventing Themselves in the Creator Economy." Digiday, 2024. https://digiday.com/media/how-mcns-are-reinventing-themselves/.
  24. IFRS Foundation. "IFRS 15 — Revenue from Contracts with Customers." IASB, effective January 1, 2018, with ongoing interpretive guidance. https://www.ifrs.org/issued-standards/list-of-standards/ifrs-15-revenue-from-contracts-with-customers/. Principal vs. agent assessment is governed by IFRS 15.B34-B38.
  25. United States Congress. "Protecting Americans from Foreign Adversary Controlled Applications Act." Public Law 118-50, signed April 24, 2024. https://www.congress.gov/bill/118th-congress/house-bill/7521/text. The Act imposed a divestiture or operational cessation requirement on TikTok/ByteDance within specified timelines, subject to ongoing legal proceedings as at the date of this document.

  1. Hootsuite / We Are Social. "Digital 2024 Global Overview." Hootsuite, 2024. https://datareportal.com/reports/digital-2024-global-overview-report. McKinsey & Company. "Marketing in the Age of the Creator Economy." McKinsey, 2024. https://www.mckinsey.com/capabilities/growth-marketing-and-sales/our-insights/the-creator-economy.

  2. Google LLC / Alphabet Inc. Investor Relations. Q3 2024 Earnings Call Transcript. https://abc.xyz/investor/. YouTube advertising revenue reported at approximately US$50 billion annualized run rate for 2024, reflecting strong programmatic CPM recovery from 2022–2023 softness.

  3. IAB / PricewaterhouseCoopers. "Internet Advertising Revenue Report — Full Year 2023 / H1 2024." IAB & PwC, 2024. https://www.iab.com/insights/internet-advertising-revenue-report-full-year-2023/. Influencer and creator-led campaign spend classification methodology described therein.

  4. McKinsey & Company. "The ROI of Creator Marketing: Brand Recall and Purchase Intent." McKinsey, 2024. https://www.mckinsey.com/capabilities/growth-marketing-and-sales/our-insights/the-creator-economy. IAB. "Creator Content Effectiveness Study." IAB Research, 2023. https://www.iab.com/research/creator-content-effectiveness/.

  5. GlobalWebIndex (GWI). "GWI Core — Consumer Attitudes to Advertising 2024." GWI, 2024. https://www.gwi.com/reports/the-report. Ad-blocking usage rate among Gen Z estimated at approximately 40–45% on desktop, lower on mobile, based on GWI panel data.

  6. See footnote 25 (Protecting Americans from Foreign Adversary Controlled Applications Act, 2024). As of the date of this document, the legislative and judicial process relating to TikTok's US operational status remains subject to ongoing developments.

  7. PwC. "Global Entertainment & Media Outlook 2024–2028." PricewaterhouseCoopers, 2024. https://www.pwc.com/gx/en/entertainment-media/outlook/index.html. Goldman Sachs. "Creator Economy Outlook." Goldman Sachs, 2023. https://www.goldmansachs.com/intelligence/pages/the-creator-economy-could-approach-half-a-trillion-dollars-by-2027.html. eMarketer. "Digital Advertising Forecast — North America 2024–2027." eMarketer, 2024. https://www.emarketer.com.