Exhibit 99.1
Amended and Restated
BITZERO HOLDINGS INC.
(FORMERLY WBM CAPITAL CORP.)
Interim Condensed Consolidated Financial Statements
For the three and nine months
ended June 30, 2026 and 2025
(expressed in United States Dollars, unless otherwise stated)
Note to reader:
These unaudited interim condensed consolidated financial statements for the three and nine months ended June 30, 2026 and 2025 have been amended and restated and replace those previously filed on August 14, 2026.
The revisions principally clarify and reorganize certain presentations and disclosures and do not affect the Company’s total assets, total liabilities, equity, net loss, total comprehensive loss or cash and cash equivalents at June 30, 2026. See Note 20(a)(i).
| BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) | Amended and Restated |
| Table of Contents | |
| For the three and nine months ended June 30, 2026 and 2025 |
(Unaudited – Expressed in United States Dollars, unless otherwise noted)
| Interim Condensed Consolidated Statements of Loss and Comprehensive Loss | 3 |
| Interim Condensed Consolidated Statements of Financial Position | 4 |
| Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity | 5 |
| Interim Condensed Consolidated Statements of Cash Flows | 6 |
| Notes to the Interim Condensed Consolidated Financial Statements | 7 |
Page 2 of 33
| BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) | Amended and Restated |
| Interim condensed consolidated statements of loss and comprehensive loss | |
| For the three and nine months ended June 30, 2026 and 2025 | |
| (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
Frealized
| Three months ended | Three months ended | Nine months ended | Nine months ended | ||||||||||||||||
| Note | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||
| Revenue from digital assets mined | 6 | 10,660,663 | 6,433,870 | 23,476,975 | 17,441,919 | ||||||||||||||
| Refunds and other adjustments | 6 | (9,812 | ) | — | (9,812 | ) | 1,061 | ||||||||||||
| Direct costs | 7 | (12,411,797 | ) | (6,926,572 | ) | (23,994,488 | ) | (18,986,041 | ) | ||||||||||
| (1,760,946 | ) | (492,702 | ) | (527,325 | ) | (1,543,061 | ) | ||||||||||||
| Administrative expenses | 8 | 1,244,001 | 1,037,486 | 3,997,625 | 3,363,837 | ||||||||||||||
| Finance costs | 9 | 955,104 | 638,733 | 5,495,289 | 908,153 | ||||||||||||||
| Marketing expenses | 10 | 486,449 | 101,772 | 1,372,305 | 564,840 | ||||||||||||||
| 2,685,554 | 1,777,991 | 10,865,219 | 4,836,830 | ||||||||||||||||
| Operating loss before other items | (4,446,500 | ) | (2,270,693 | ) | (11,392,544 | ) | (6,379,891 | ) | |||||||||||
| Share-based expenses | 11 | 4,931,500 | 5,700,000 | 20,014,769 | 10,200,000 | ||||||||||||||
| Foreign exchange (gain) loss | 2,140,136 | 181,342 | (47,974 | ) | 1,588,046 | ||||||||||||||
| Realized loss (gain) from sale of digital currency | 1,189,073 | (440,836 | ) | 1,422,737 | (1,563,534 | ) | |||||||||||||
| Loss on contract settlement | — | — | — | (1,932,048 | ) | ||||||||||||||
| Financing loss | — | — | 267,384 | — | |||||||||||||||
| Loss (gain) on derivative financial instruments | 13,262,586 | — | 5,900,982 | — | |||||||||||||||
| Realized loss on disposal of assets | 494,922 | — | 610,269 | — | |||||||||||||||
| Revaluation gain on options | — | — | (138,930 | ) | — | ||||||||||||||
| 22,018,217 | 5,440,506 | 28,029,237 | 8,292,464 | ||||||||||||||||
| Loss before income taxes | (26,464,717 | ) | (7,711,199 | ) | (39,421,781 | ) | (14,672,355 | ) | |||||||||||
| Income tax | — | — | — | — | |||||||||||||||
| Net loss | (26,464,717 | ) | (7,711,199 | ) | (39,421,781 | ) | (14,672,355 | ) | |||||||||||
| Revaluation loss (gains) on digital currency | (1,220,259 | ) | 260,913 | (348,928 | ) | (745,742 | ) | ||||||||||||
| (Gain) loss on translation of foreign operations | (1,128,664 | ) | 93,429 | (1,277,496 | ) | (107,963 | ) | ||||||||||||
| Other comprehensive income | (2,348,923 | ) | 354,342 | (1,626,424 | ) | (853,705 | ) | ||||||||||||
| Total comprehensive loss | (24,115,794 | ) | (8,065,541 | ) | (37,795,357 | ) | (13,818,650 | ) | |||||||||||
| Loss per share | |||||||||||||||||||
| Basic | 13 | (0.48 | ) | (0.20 | ) | (0.76 | ) | (0.39 | ) | ||||||||||
| Diluted | 13 | (0.48 | ) | (0.20 | ) | (0.76 | ) | (0.39 | ) | ||||||||||
| The accompanying notes form an integral part of these financial statements | Page 3 of 33 |
| BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) | Amended and Restated |
| Interim condensed consolidated statements of financial position | |
| As at June 30, 2026 and September 30, 2025 | |
| (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
| June 30, | September | ||||||||||
| Note | 2026 | 30, 2025 | |||||||||
| $ | $ | ||||||||||
| ASSETS | |||||||||||
| Non-current assets | |||||||||||
| Property, plant and equipment | 16 | 25,463,588 | 28,556,661 | ||||||||
| Construction in progress | 14 | 9,205,124 | 3,377,689 | ||||||||
| Right-of-use assets | 17 | — | — | ||||||||
| Restricted cash | 2,000,000 | 2,000,000 | |||||||||
| Prepaids and deposits, non-current portion | 1,596,532 | 1,590,551 | |||||||||
| 38,265,244 | 35,524,901 | ||||||||||
| Current assets | |||||||||||
| Prepaids and deposits | 21 | 6,594,687 | 72,035 | ||||||||
| Indirect taxes recoverable | 15 | 1,022,208 | 534,992 | ||||||||
| Accounts receivable | — | 380,093 | |||||||||
| Digital currency | 12 | 2,462,683 | 753,211 | ||||||||
| Cash and cash equivalents | 2,453,673 | 2,501,986 | |||||||||
| Cash held in trust | 493,384 | 2,973,500 | |||||||||
| 13,026,635 | 7,215,817 | ||||||||||
| TOTAL ASSETS | 51,291,879 | 42,740,718 | |||||||||
| EQUITY | |||||||||||
| Share capital | 22 | 128,647,259 | 101,014,316 | ||||||||
| Contributed surplus | 22 | 10,767,991 | 6,840,775 | ||||||||
| Debenture reserve | 22 | 54,733 | 54,733 | ||||||||
| Accumulated other comprehensive loss | (11,852,861 | ) | (13,479,285 | ) | |||||||
| Accumulated losses | (121,001,609 | ) | (81,579,828 | ) | |||||||
| 6,615,513 | 12,850,711 | ||||||||||
| LIABILITIES | |||||||||||
| Non-current liabilities | |||||||||||
| Settlement liability, non-current portion | 19 | — | 1,641,501 | ||||||||
| Senior secured loans, non-current portion | 20 | 6,368,104 | 6,965,988 | ||||||||
| Lease liabilities, non-current portion | 17 | — | — | ||||||||
| 6,368,104 | 8,607,489 | ||||||||||
| Current liabilities | |||||||||||
| Other loans and payables | — | — | |||||||||
| Convertible notes and debentures | 20 | 3,744,123 | 1,568,220 | ||||||||
| Accounts and other payables | 19 | 7,569,220 | 7,309,701 | ||||||||
| Contingent consideration payable | 1,760,547 | 1,760,547 | |||||||||
| Derivative liabilities | 20 | 15,552,778 | 7,716,025 | ||||||||
| Related party advances | 18 | 151,361 | 150,794 | ||||||||
| Settlement liability, current portion | 19 | 1,612,070 | 1,222,364 | ||||||||
| Senior secured loans, current portion | 20 | 7,918,163 | 1,554,867 | ||||||||
| Lease liabilities, current portion | 17 | — | — | ||||||||
| 38,308,262 | 21,282,518 | ||||||||||
| TOTAL LIABILITIES | 44,676,366 | 29,890,007 | |||||||||
| TOTAL EQUITY AND LIABILITIES | 51,291,879 | 42,740,718 | |||||||||
| GOING CONCERN | 2 | ||||||||||
| CONTINGENCIES | 23 | ||||||||||
| SUBSEQUENT EVENTS | 26 | ||||||||||
| The accompanying notes form an integral part of these financial statements | Page 4 of 33 |
| BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) | Amended and Restated |
| Interim condensed consolidated statements of changes in shareholders’ equity | |
| For the nine months ended June 30, 2026 and 2025 | |
| (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
| Accumulated | ||||||||||||||||||||||||||
| other comp- | ||||||||||||||||||||||||||
| Share | Contributed | Debenture | rehensive | Accumulated | ||||||||||||||||||||||
| Note | capital | surplus | reserve | loss | losses | Total | ||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| September 30, 2025 | 101,014,316 | 6,840,775 | 54,733 | (13,479,285 | ) | (81,579,828 | ) | 12,850,711 | ||||||||||||||||||
| Share-based expenses and advisory shares | 4, 11, 22, 23(b,c) | 854,842 | 19,159,927 | — | — | — | 20,014,769 | |||||||||||||||||||
| Restricted share units exercised | 11, 20(a), 22 | 14,309,553 | (14,309,553 | ) | — | — | — | — | ||||||||||||||||||
| Warrants exercised | 20(a), 22 | 3,438,866 | — | — | — | — | 3,438,866 | |||||||||||||||||||
| Convertible debt converted | 20(a,b), 22 | 1,628,494 | — | — | — | — | 1,628,494 | |||||||||||||||||||
| Subscriptions | 22 | 607,750 | 892,293 | — | — | — | 1,500,043 | |||||||||||||||||||
| Options exercised | 22 | 3,335,984 | (1,815,451 | ) | — | — | — | 1,520,533 | ||||||||||||||||||
| Shares issued under FAR arrangements | 20(a) | 3,457,454 | — | — | — | — | 3,457,454 | |||||||||||||||||||
| Total comprehensive loss for the period | — | — | — | 1,626,424 | (39,421,781 | ) | (37,795,357 | ) | ||||||||||||||||||
| 27,632,943 | 3,927,216 | — | 1,626,424 | (39,421,781 | ) | (6,235,198 | ) | |||||||||||||||||||
| June 30, 2026 | 128,647,259 | 10,767,991 | 54,733 | (11,852,861 | ) | (121,001,609 | ) | 6,615,513 | ||||||||||||||||||
| September 30, 2024 | 81,662,446 | 8,193,421 | 54,733 | (11,054,084 | ) | (65,031,486 | ) | 13,825,030 | ||||||||||||||||||
| Share-based expenses | — | 10,200,000 | — | — | — | 10,200,000 | ||||||||||||||||||||
| Exercised stock options | 794,335 | (695,155 | ) | — | — | — | 99,180 | |||||||||||||||||||
| Exercised RSUs | 5,157,491 | (5,157,491 | ) | — | — | — | — | |||||||||||||||||||
| Issuance of advisory shares | 150,000 | — | — | — | — | 150,000 | ||||||||||||||||||||
| Subscriptions | 6,703,000 | — | — | — | — | 6,703,000 | ||||||||||||||||||||
| Total comprehensive loss for the period | — | — | — | 853,705 | (14,672,355 | ) | (13,818,650 | ) | ||||||||||||||||||
| 12,804,826 | 4,347,354 | — | 853,705 | (14,672,355 | ) | 3,333,530 | ||||||||||||||||||||
| June 30, 2025 | 94,467,272 | 12,540,775 | 54,733 | (10,200,379 | ) | (79,703,841 | ) | 17,158,560 | ||||||||||||||||||
| The accompanying notes form an integral part of these financial statements | Page 5 of 33 |
| BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) | Amended and Restated |
| Interim condensed consolidated statement of cash flows | |
| For the nine months ended June 30, 2026 and 2025 | |
| (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
| Nine months | Nine months | |||||||
| ended | ended | |||||||
| June 30, 2026 | June 30, 2025 | |||||||
| $ | $ | |||||||
| CASH FROM OPERATING ACTIVITIES | ||||||||
| Net loss for the period | (39,421,781 | ) | (14,672,355 | ) | ||||
| Adjustments for non-cash items: | ||||||||
| Share-based expenses | 20,014,769 | 10,200,000 | ||||||
| Depreciation of property, plant and equipment | 7,305,858 | 8,937,872 | ||||||
| Amortization of right-of-use assets | 7,595,884 | 214,642 | ||||||
| Interest on lease liabilities | 114,084 | 72,172 | ||||||
| Interest and accretion on loans and payables | 4,744,383 | 832,502 | ||||||
| Fair value loss on derivative financial instruments | 5,900,982 | — | ||||||
| Loss on financing | 267,384 | — | ||||||
| Loss on disposal of assets | 610,269 | — | ||||||
| Revaluation gain on options | (138,930 | ) | — | |||||
| Revaluation losses on digital currency | — | 745,742 | ||||||
| Payment of non-cash consideration | — | 150,000 | ||||||
| Gain on contract settlement | — | (1,932,048 | ) | |||||
| 46,414,683 | 19,220,882 | |||||||
| Adjustments for working capital items: | ||||||||
| Indirect taxes recoverable | (487,215 | ) | (488,779 | ) | ||||
| Prepaids and deposits | (6,528,833 | ) | (786,934 | ) | ||||
| Accounts receivable | 380,093 | 1,453,542 | ||||||
| Digital currencies received from mining, net of realized loss | (17,678,590 | ) | (18,497,149 | ) | ||||
| Settlement liability | (1,200,000 | ) | (908,000 | ) | ||||
| Accounts and other payables | 259,519 | (63,842 | ) | |||||
| Liability to issue common shares | — | 400,000 | ||||||
| Interest payable | — | 156,832 | ||||||
| (25,255,026 | ) | (18,734,330 | ) | |||||
| (18,262,124 | ) | (14,185,803 | ) | |||||
| CASH FROM INVESTING ACTIVITIES | ||||||||
| Purchase of property, plant and equipment | (12,081,463 | ) | (12,452,242 | ) | ||||
| Proceeds on sale of digital assets | 16,610,320 | 18,807,812 | ||||||
| 4,528,857 | 6,355,570 | |||||||
| CASH FROM FINANCING ACTIVITIES | ||||||||
| Repayment of lease liabilities | — | (30,172 | ) | |||||
| Issuance of common shares | 1,978,239 | 6,802,180 | ||||||
| Issuance of common share purchase warrants | 892,293 | — | ||||||
| Related-party advances received (repaid) | 567 | 81,621 | ||||||
| Proceeds from senior secured loans | 8,000,000 | — | ||||||
| Repayment of senior secured loans | (2,265,000 | ) | — | |||||
| Proceeds from convertible notes and debentures | 3,928,990 | — | ||||||
| 12,535,089 | 6,853,629 | |||||||
| Net change in cash and cash equivalents before exchange-rate effects | (1,198,178 | ) | (976,604 | ) | ||||
| Cash and cash equivalents and cash held in trust, beginning of period | 5,475,486 | 687,226 | ||||||
| Effects of exchange-rate changes on cash and cash equivalents | (1,330,251 | ) | 517,389 | |||||
| Cash and cash equivalents and cash held in trust, end of period | 2,947,057 | 228,011 | ||||||
| Supplementary information | ||||||||
| Cash interest paid on the JGB facility during Q3 | 879,958 | — | ||||||
| Non-cash JGB principal converted into common shares during Q3 | 600,000 | — | ||||||
| Digital currency received under the FAR financing | 1,953,955 | — | ||||||
| Settlement of lease liability through digital assets | (7,709,968 | ) | — | |||||
| The accompanying notes form an integral part of these financial statements | Page 6 of 33 |
|
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) Notes to the interim condensed consolidated financial statements For the three and nine months ended June 30, 2026 and 2025 (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
Amended and Restated |
| 1. | GENERAL INFORMATION |
Bitzero Holdings Inc. (the “Company” or “Bitzero”), previously named WBM Capital Corp., was incorporated under the Canada Business Corporations Act on August 26, 2006 and continued into British Columbia under the Business Corporations Act (British Columbia) on June 4, 2024. The Company’s head and registered office is located at Suite 1100, One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia V7X 1M5.
The Company’s voting common shares trade on the Canadian Securities Exchange under the symbol “AIBZ.U”, on the Nasdaq Capital Market under the symbol “AIBZ”, and on the Frankfurt Stock Exchange under the symbol “000”. The Company’s common shares commenced trading on Nasdaq and under the new CSE symbol on June 9, 2026.
Bitzero develops and operates data-centre infrastructure and conducts Bitcoin mining activities. Its current Bitcoin mining operations are conducted in Norway through Exanorth AS, a wholly owned subsidiary that owns and operates the Company’s Namsskogan data centre.
In connection with the reverse takeover completed on November 19, 2025, the Company completed a 10-for-1 consolidation of its common shares. All share and per-share information presented for periods preceding the consolidation is to be adjusted retrospectively to reflect the consolidation.
| 2. | BASIS OF PREPARATION |
| (a) | Statement of compliance |
These unaudited interim condensed consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting, using accounting policies consistent with IFRS Accounting Standards as issued by the International Accounting Standards Board. They do not include all of the information required for annual consolidated financial statements and should be read together with the Company’s audited consolidated financial statements for the year ended September 30, 2025.
These interim condensed consolidated financial statements were authorized for issue by the Board of Directors on September 9, 2026.
| (b) | Basis of measurement and consolidation |
These interim condensed consolidated financial statements have been prepared on the historical-cost basis, except for digital currency and derivative financial instruments, which are measured at fair value, and other balances for which IFRS requires a different measurement basis.
These interim condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries. Intercompany balances, transactions, income and expenses are eliminated on consolidation.
| Page 7 of 33 |
|
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) Notes to the interim condensed consolidated financial statements For the three and nine months ended June 30, 2026 and 2025 (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
Amended and Restated |
| 2. | BASIS OF PREPARATION (CONT’D) |
| (b) | Basis of measurement and consolidation (cont’d) |
The Company’s subsidiaries and ownership interests were unchanged from September 30, 2025: Bitzero Blockchain Inc. (Canada), Exanorth AS and Zetanorth AS (Norway), Bitzero Inc. (Barbados), Bitzero ND I, LLC and Bitzero ND II, LLC (United States), and Bitzero Finland Oy (Finland), each wholly owned.
| (c) | Presentation and functional currency |
These interim condensed consolidated financial statements are presented in United States dollars, which is the functional currency of the Company. The functional currency of all subsidiaries is the United States dollar, except for Exanorth AS and Zetanorth AS, whose functional currency is the Norwegian krone, and Bitzero Finland Oy, whose functional currency is the euro.
| (d) | Going concern |
These interim condensed consolidated financial statements have been prepared on a going-concern basis, which assumes that the Company will continue to realize its assets and discharge its liabilities in the normal course of business.
At June 30, 2026, the Company had cash and cash equivalents of $2,453,673, cash held in trust of $493,384, restricted cash of $2,000,000 and digital currency of $2,462,683. The Company incurred a net loss of $39,421,781 for the nine months ended June 30, 2026 and had accumulated losses of $121,001,609 and total liabilities of $44,676,366 at June 30, 2026.
The Company remains dependent on generating sufficient operating cash flows, maintaining compliance with financing covenants, completing planned financing and refinancing activities, and obtaining additional financing when required to fund its operations, growth plans and obligations as they become due. Subsequent to period end, the Company completed the special-warrant financing for gross proceeds of $24,770,454 and, on August 6, 2026, repaid the JGB senior secured loan in full (Note 26).
These events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. These interim condensed consolidated financial statements do not include adjustments to the carrying amounts and classification of assets and liabilities that would be necessary if the going-concern basis were not appropriate.
| Page 8 of 33 |
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BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) Notes to the interim condensed consolidated financial statements For the three and nine months ended June 30, 2026 and 2025 (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
Amended and Restated |
| 3. | MATERIAL ACCOUNTING POLICY INFORMATION |
The accounting policies and methods of computation applied in these interim condensed consolidated financial statements are consistent with those applied in the Company’s audited consolidated financial statements for the year ended September 30, 2025, except for the new or revised policies described below. Accounting policy information disclosed in the annual consolidated financial statements has not been repeated unless it is necessary to understand a material transaction or change during the current interim period.
| (a) | Derivative financial instruments |
The Company classifies warrants and conversion features as financial liabilities when their contractual terms do not meet the equity-classification requirements of IAS 32, including the requirement that an instrument exchange a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments. Derivative financial liabilities are measured at fair value through profit or loss. The host liability component of a compound financing is measured subsequently at amortized cost using the effective interest method.
The valuation of derivative financial liabilities requires estimates of expected volatility and term and consideration of the contractual exercise, conversion, anti-dilution, cashless-exercise and beneficial-ownership provisions. The instruments outstanding at June 30, 2026 and the related valuation inputs are described in Note 20.
| (b) | Lease term |
During the three months ended June 30, 2026, the Company recognized right-of-use assets associated with hosted mining equipment arrangements. Determining the lease term requires judgment regarding the enforceable period of each contract and whether the Company is reasonably certain to exercise an extension option or not to exercise a termination option. The related right-of-use assets were fully depreciated by June 30, 2026.
| (c) | Digital currency |
Digital currency is accounted for as an indefinite-lived intangible asset under IAS 38 and is measured subsequently using the revaluation model. In determining whether digital currency held through a third-party arrangement is an asset of the Company, the Company assesses its enforceable rights, its ability to direct the use of the digital currency and obtain the related economic benefits, and any contractual withdrawal or use restrictions. At June 30, 2026, digital currency with a fair value of $1,518,921 was held in an account administered by Luxor.
| (d) | IFRS 18 |
IFRS 18, Presentation and Disclosure in Financial Statements, is effective for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted. The Company does not intend to apply IFRS 18 early and plans to apply it beginning October 1, 2027. The Company is assessing the effect of IFRS 18 on the presentation and disclosure of its future consolidated financial statements.
| Page 9 of 33 |
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BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) Notes to the interim condensed consolidated financial statements For the three and nine months ended June 30, 2026 and 2025 (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
Amended and Restated |
| 4. | REVERSE TAKEOVER |
On November 19, 2025, WBM Capital Corp. completed a reverse takeover transaction pursuant to an amalgamation agreement dated November 3, 2025 among WBM Capital Corp., 1555476 B.C. Ltd., a wholly owned subsidiary of WBM Capital Corp., and Bitzero Blockchain Inc. Bitzero Blockchain Inc. amalgamated with 1555476 B.C. Ltd. and the amalgamated entity became a wholly owned subsidiary of WBM Capital Corp. Concurrently, WBM Capital Corp. changed its name to Bitzero Holdings Inc.
Although Bitzero Holdings Inc. is the legal parent, Bitzero Blockchain Inc. was identified as the accounting acquirer because its former shareholders obtained control of the combined entity. The consolidated financial statements are therefore presented as a continuation of Bitzero Blockchain Inc., and the comparative information is that of Bitzero Blockchain Inc. and its subsidiaries.
WBM Capital Corp. did not meet the definition of a business at the transaction date. Accordingly, the transaction was accounted for as an equity-settled share-based payment under IFRS 2 rather than as a business combination under IFRS 3. The difference between the fair value of the deemed shares issued by Bitzero Blockchain Inc. and the fair value of the identifiable net assets acquired was recognized as a listing expense.
The deemed consideration was $154,886, based on 4,362,954 common shares held by the pre-transaction shareholders of WBM Capital Corp. and an estimated fair value of approximately $0.0355 per share. The identifiable net assets acquired consisted of cash of $43, resulting in a listing expense of $154,842. Accounts payable of WBM Capital Corp. of $94,068 were settled before completion and were not assumed in the transaction.
For equity presentation purposes, the issued share capital reflects the legal capital structure of Bitzero Holdings Inc., while accumulated losses and other reserves reflect those of Bitzero Blockchain Inc. immediately before completion of the reverse takeover.
| 5. | OPERATING SEGMENTS |
The Company has one reportable operating segment. The Chief Executive Officer, who is the chief operating decision-maker, reviews the Company’s operations and performance on an aggregate basis.
For the three- and nine-month periods ended June 30, 2026 and June 30, 2025, substantially all revenue was generated from Bitcoin
mining conducted in Norway through Exanorth AS. Non-current assets are located primarily in Norway, with smaller balances relating
to development properties and projects in the United States and Finland.
| Page 10 of 33 |
|
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) Notes to the interim condensed consolidated financial statements For the three and nine months ended June 30, 2026 and 2025 (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
Amended and Restated |
| 6. | REVENUE |
The Company recognizes Bitcoin mining revenue when the mining reward and transaction fees are received and control of the digital currency transfers to the Company. Revenue is measured at the fair value of the Bitcoin received at that time.
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | Nine months ended June 30, 2026 | Nine months ended June 30, 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Digital assets mined | 10,660,663 | 6,433,870 | 23,476,975 | 17,441,919 | ||||||||||||
| Refunds and other adjustments | (9,812 | ) | — | (9,812 | ) | 1,061 | ||||||||||
| Total revenue | 10,650,851 | 6,433,870 | 23,467,163 | 17,442,980 | ||||||||||||
Refunds and other adjustments were $9,812 for each of the three and nine months ended June 30, 2026 and were presented as reductions of revenue.
| 7. | DIRECT COSTS |
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | Nine months ended June 30, 2026 | Nine months ended June 30, 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Depreciation of right-of-use assets | 5,820,618 | — | 7,595,884 | 214,642 | ||||||||||||
| Utilities and grid services | 3,907,278 | 3,916,279 | 8,441,819 | 9,044,441 | ||||||||||||
| Depreciation of property, plant and equipmen | 2,495,270 | 2,822,201 | 7,305,858 | 8,937,872 | ||||||||||||
| Salaries and wages | 75,047 | 74,462 | 329,841 | 230,888 | ||||||||||||
| Rentals | 25,591 | 36,585 | 105,511 | 104,750 | ||||||||||||
| Other direct costs | 87,993 | 77,045 | 215,575 | 453,448 | ||||||||||||
| 12,411,797 | 6,926,572 | 23,994,488 | 18,986,041 | |||||||||||||
| Page 11 of 33 |
|
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) Notes to the interim condensed consolidated financial statements For the three and nine months ended June 30, 2026 and 2025 (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
Amended and Restated |
| 8. | ADMINISTRATIVE EXPENSES |
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | Nine months ended June 30, 2026 | Nine months ended June 30, 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Legal fees | 431,624 | 588,895 | 1,857,386 | 1,562,368 | ||||||||||||
| Consulting fees | 223,353 | 193,980 | 690,207 | 1,176,777 | ||||||||||||
| Travel | 219,730 | 21,497 | 445,680 | 109,639 | ||||||||||||
| Insurance | 210,951 | 20,623 | 351,181 | 59,361 | ||||||||||||
| Professional fees | 35,560 | 149,702 | 336,002 | 327,868 | ||||||||||||
| Occupancy costs | 12,670 | 53,551 | 155,011 | 95,646 | ||||||||||||
| Settlements and penalties | 100,000 | — | 100,000 | — | ||||||||||||
| Office, general and other | 10,113 | 9,238 | 62,158 | 32,178 | ||||||||||||
| 1,244,001 | 1,037,486 | 3,997,625 | 3,363,837 | |||||||||||||
| 9. | FINANCE COSTS |
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | Nine months ended June 30, 2026 | Nine months ended June 30, 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Interest and accretion on loans and payables | 855,271 | 636,152 | 4,852,409 | 832,502 | ||||||||||||
| Interest on lease liabilities | 95,816 | — | 114,084 | 72,172 | ||||||||||||
| Bank charges and other | 4,066 | 3,091 | 529,796 | 8,097 | ||||||||||||
| Finance income | (49 | ) | (510 | ) | (1,000 | ) | (4,618 | ) | ||||||||
| 955,104 | 638,733 | 5,495,289 | 908,153 | |||||||||||||
| 10. | MARKETING EXPENSES |
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | Nine months ended June 30, 2026 | Nine months ended June 30, 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Public relations | 171,955 | 48,071 | 865,476 | 48,071 | ||||||||||||
| Marketing and promotion | 313,955 | 53,504 | 506,033 | 516,477 | ||||||||||||
| Other | 539 | 197 | 796 | 292 | ||||||||||||
| 486,449 | 101,772 | 1,372,305 | 564,840 | |||||||||||||
| Page 12 of 33 |
|
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) Notes to the interim condensed consolidated financial statements For the three and nine months ended June 30, 2026 and 2025 (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
Amended and Restated |
| 11. | SHARE-BASED EXPENSES |
| Note | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Nine months ended June 30, 2026 | Nine months ended June 30, 2025 | |||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||
| Restricted stock units | (a) | 4,931,500 | 5,700,000 | 18,638,505 | 10,200,000 | ||||||||||||||
| Shares issued for services | — | — | 700,000 | — | |||||||||||||||
| Stock options issued | — | — | 521,422 | — | |||||||||||||||
| Listing expense | 4 | — | — | 154,842 | — | ||||||||||||||
| 4,931,500 | 5,700,000 | 20,014,769 | 10,200,000 | ||||||||||||||||
| (a) | Restricted share units |
The 2022 Restricted Share Unit Plan (the “RSU Plan”) allows the Company to award restricted share units to officers, employees, directors and consultants of the Company upon such conditions as the Board may establish, including the attainment of performance goals recommended by the Company’s compensation committee.
RSUs are equity-settled and, upon vesting, are settled through the issuance of common shares of the Company, net of any statutory withholdings, where applicable.
The purchase price for common shares of the Company issuable under each Restricted Share Unit (“RSU”) award, if any, shall be established by the Board at its discretion. Common shares issued pursuant to any RSU award may be made subject to vesting conditions based upon the satisfaction of service requirements, conditions, restrictions, time periods or performance goals established by the Board.
A continuity of RSUs is as follows:
| Note | RSUs Granted | RSUs Vested | ||||||||
| # | # | |||||||||
| Balance, September 30, 2024 | 34,596,100 | 12,571,233 | ||||||||
| Issued | 67,880,000 | — | ||||||||
| Vested | — | 51,000,000 | ||||||||
| Exercised | (54,000,000 | ) | (54,000,000 | ) | ||||||
| Balance, September 30, 2025 (pre-consolidation) | 48,476,100 | 9,571,233 | ||||||||
| Consolidation ratio | 0.10 | 0.10 | ||||||||
| Balance, September 30, 2025 (post-consolidation) | 4,847,610 | 957,123 | ||||||||
| Issued | (i), (ii), (iii) | 2,968,280 | — | |||||||
| Vested | (i) | — | 6,858,767 | |||||||
| Exercised | (i) | (6,840,890 | ) | (6,840,890 | ) | |||||
| Balance, June 30, 2026 | 975,000 | 975,000 | ||||||||
| Page 13 of 33 |
|
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) Notes to the interim condensed consolidated financial statements For the three and nine months ended June 30, 2026 and 2025 (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
Amended and Restated |
| 11. | SHARE-BASED EXPENSES (CONT’D) |
| (a) | Restricted share units (cont’d) |
The RSUs are recognized as share-based compensation expense over the vesting period which is the lesser of: (i) the occurrence of one of the pre-defined liquidity events in the RSU notice, and (ii) 5 years after the grant date.
| (i) | During the three months ended June 30, 2026, the Company granted 775,000 RSUs that vested immediately. The awards comprised 425,000 RSUs with a grant-date fair value of $8.96 per unit and 350,000 RSUs with a grant-date fair value of $3.21 per unit. The aggregate grant-date fair value of $4,931,500 was recognized as share-based compensation expense. All 775,000 RSUs were vested and outstanding at June 30, 2026. The 425,000 RSUs granted on June 22, 2026 were settled in common shares after period end, on July 6, 2026. |
| (ii) | During the three months ended June 30, 2026, 898,280 RSUs were granted and settled in common shares in connection with FAR Holdings financing and settlement arrangements (Note 20(a)(ii)). |
| (iii) | During the six months ended March 31, 2026, the Company granted 1,295,000 RSUs, comprising 100,000 RSUs on October 14, 2025, 45,000 RSUs on January 19, 2026 and 1,150,000 RSUs on March 3, 2026. Together with the grants described in (i) and (ii), the Company granted 2,968,280 RSUs during the nine months ended June 30, 2026. |
The fair value of each share-based payment transactions was estimated on the date of the grant, based on the present value of the underlying equity, with the following weighted-average assumptions:
| 14-Oct-25 | 19-Jan-26 | 03-Mar-26 | ||||||||||
| Estimated stock price at time of grant | $ | 4.00 | $ | 3.42 | $ | 2.55 | ||||||
| Number of periods to exercise, in years | 0.10 | — | — | |||||||||
| Compounded risk-free rate | n/a | n/a | n/a | |||||||||
| Dividend yield | 0 | % | 0 | % | 0 | % | ||||||
| Exercise price | $ | — | $ | — | $ | — | ||||||
| Volatility | 115 | % | 78 | % | 78 | % | ||||||
| Discount for lack of marketability | 0 | % | 0 | % | 0 | % | ||||||
| 06-May-26 | 22-Jun-26 | |||||||
| Estimated stock price at time of grant | $ | 3.21 | $ | 8.96 | ||||
| Number of periods to exercise, in years | — | — | ||||||
| Compounded risk-free rate | n/a | n/a | ||||||
| Dividend yield | 0 | % | 0 | % | ||||
| Exercise price | $ | — | $ | — | ||||
| Volatility | 82 | % | 118 | % | ||||
| Discount for lack of marketability | 0 | % | 0 | % | ||||
| (b) | Shares issued for services |
During the nine months ended June 30, 2026, the Company issued 175,000 common shares as a finder’s fee, resulting in an expense of $700,000.
| Page 14 of 33 |
|
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) Notes to the interim condensed consolidated financial statements For the three and nine months ended June 30, 2026 and 2025 (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
Amended and Restated |
| 12. | DIGITAL CURRENCY |
Digital currency consists of Bitcoin and is measured at fair value using a quoted price in an active market at the reporting date. Revaluation changes are recognized in other comprehensive income to the extent required by the IAS 38 revaluation model, with any applicable reversals of prior decreases recognized in profit or loss.
| June 30, 2026 | September 30, 2025 | |||||||
| $ | $ | |||||||
| Digital currency held directly | 943,762 | 753,211 | ||||||
| Digital currency held under the Luxor arrangement | 1,518,921 | — | ||||||
| 2,462,683 | 753,211 | |||||||
During the three and nine months ended June 30, 2026, the Company recognized realized losses on dispositions of digital currency of $1,189,073 and $1,422,737 , respectively, and revaluation gains in other comprehensive income of $1,220,259 and $348,928, respectively. The continuity below presents revaluation, translation and measurement movements on a combined basis. This combined movement is distinct from the revaluation gain recognized in other comprehensive income.
Digital currency with a fair value of $1,518,921 and $2,180,273, representing approximately 25.31 BTC and 21.17 BTC, as of June 30, 2026 and June 30, 2025, respectively, was held in an account administered by Luxor. The Company retained beneficial ownership and could withdraw or use the Bitcoin without contractual restriction. The balance was not pledged or held in escrow.
| Note | Digital currency | Carrying amount | |||||||||
| BTC | $ | ||||||||||
| Balance, September 30, 2025 | 7.61 | 753,211 | |||||||||
| Digital currency mined, net of pool mining fees | 291.53 | 23,476,975 | |||||||||
| Other additions | 20 | 27.93 | 2,105,310 | ||||||||
| Digital currency sold | (207.32 | ) | (16,610,320 | ) | |||||||
| Settlement of services | 17 | (78.73 | ) | (5,798,385 | ) | ||||||
| Realized loss on sale | — | (1,422,737 | ) | ||||||||
| Revaluation, translation and measurement movements | — | (41,371 | ) | ||||||||
| Balance, June 30, 2026 | 41.03 | 2,462,683 | |||||||||
| Digital currency | Carrying amount | |||||||
| BTC | $ | |||||||
| Balance, September 30, 2024 | 38.01 | 2,490,936 | ||||||
| Digital currency mined | 187.16 | 16,187,873 | ||||||
| Digital currency sold | (204.00 | ) | (18,807,812 | ) | ||||
| Realized loss on sale | — | 1,563,534 | ||||||
| Revaluation, translation and measurement movements | — | 745,742 | ||||||
| Balance, June 30, 2025 | 21.17 | 2,180,273 | ||||||
| Page 15 of 33 |
|
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) Notes to the interim condensed consolidated financial statements For the three and nine months ended June 30, 2026 and 2025 (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
Amended and Restated |
| 13. | LOSS PER SHARE |
Basic loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted-average number of voting and participating non-voting common shares outstanding during the period. Diluted loss per share is calculated by adjusting the weighted-average number of shares for potentially dilutive instruments. Because the Company incurred losses, potentially dilutive instruments are excluded when their effect would be anti-dilutive.
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | Nine months ended June 30, 2026 | Nine months ended June 30, 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Net loss | (26,464,717 | ) | (7,711,199 | ) | (39,421,781 | ) | (14,672,355 | ) | ||||||||
| Weighted-average common | ||||||||||||||||
| shares - basic and diluted | 55,149,329 | 39,468,847 | 51,810,937 | 37,525,465 | ||||||||||||
| Basic and diluted loss per share | (0.48 | ) | (0.20 | ) | (0.76 | ) | (0.39 | ) | ||||||||
Because the Company reported a loss for each period presented, the effect of outstanding potential common shares was anti-dilutive. Accordingly, 727,273 stock options, 975,000 restricted share units and 2,347,229 warrants outstanding at June 30, 2026 were excluded from diluted loss per share.
| 14. | CONSTRUCTION IN PROGRESS |
Construction in progress comprises buildings, power infrastructure, equipment and development costs for assets not yet available for their intended use. These assets are not depreciated until they are available for use.
| 15. | INDIRECT TAXES RECOVERABLE |
Indirect taxes recoverable were $1,022,208 at June 30, 2026 (September 30, 2025 - $534,992) and consisted principally of Norwegian value-added tax recoverable by Exanorth AS and Canadian GST/HST recoverable by Canadian group entities.
| Page 16 of 33 |
|
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) Notes to the interim condensed consolidated financial statements For the three and nine months ended June 30, 2026 and 2025 (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
Amended and Restated |
| 16. | PROPERTY, PLANT AND EQUIPMENT |
Property, plant and equipment is carried at cost less accumulated depreciation and impairment losses. Depreciation is recognized on a straight-line basis over estimated useful lives of 25 years for buildings and private utilities, 15 years for technology infrastructure, and 3 years for mining equipment. Land and construction in progress are not depreciated.
| Land | Buildings | Private utilities | Technology infra- structure | Mining equipment | Construction in progress | Total | ||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| COST | ||||||||||||||||||||||||||||
| Balance, September 30, 2025 | 635,967 | 1,602,908 | 11,044,919 | 1,173,963 | 59,308,322 | 3,377,689 | 77,143,768 | |||||||||||||||||||||
| Additions | 1,716,743 | 336,095 | 260,450 | 16,105 | 1,078,962 | 3,475,733 | 6,884,088 | |||||||||||||||||||||
| Disposals | — | — | — | — | (432,184 | ) | — | (432,184 | ) | |||||||||||||||||||
| Foreign currency translation effects | 456,350 | 89,342 | 69,233 | 4,281 | 171,929 | 923,929 | 1,715,064 | |||||||||||||||||||||
| Balance, March 31, 2026 | 2,809,060 | 2,028,345 | 11,374,602 | 1,194,349 | 60,127,029 | 7,777,351 | 85,310,736 | |||||||||||||||||||||
| Additions, disposals, transfers and foreign currency translation effects, net | 1,140,167 | (29,703 | ) | (28,295 | ) | (956 | ) | (1,189,330 | ) | 1,427,773 | 1,319,656 | |||||||||||||||||
| Balance, June 30, 2026 | 3,949,227 | 1,998,642 | 11,346,307 | 1,193,393 | 58,937,699 | 9,205,124 | 86,630,392 | |||||||||||||||||||||
| ACCUMULATED DEPRECIATION | ||||||||||||||||||||||||||||
| Balance, September 30, 2025 | — | 665,291 | 2,127,711 | 213,114 | 39,776,428 | — | 42,782,544 | |||||||||||||||||||||
| Depreciation | — | 47,471 | 359,923 | 38,403 | 4,364,792 | — | 4,810,589 | |||||||||||||||||||||
| Foreign currency translation effects | — | 4,494 | 34,072 | 3,635 | 413,190 | — | 455,391 | |||||||||||||||||||||
| Balance, March 31, 2026 | — | 717,256 | 2,521,706 | 255,152 | 44,554,410 | — | 48,048,524 | |||||||||||||||||||||
| Depreciation, disposals and foreign | ||||||||||||||||||||||||||||
| currency translation effects, net | — | 21,174 | 136,281 | 20,371 | 1,308,456 | — | 1,486,282 | |||||||||||||||||||||
| Balance, June 30, 2026 | — | 738,430 | 2,657,987 | 275,523 | 45,862,866 | — | 49,534,806 | |||||||||||||||||||||
| ACCUMULATED IMPAIRMENT | ||||||||||||||||||||||||||||
| Balance, September 30, 2025 | — | 60 | 217,698 | 7,835 | 2,201,281 | — | 2,426,874 | |||||||||||||||||||||
| Movements during the nine months ended June 30, 2026 | — | — | — | — | — | — | — | |||||||||||||||||||||
| Balance, June 30, 2026 | — | 60 | 217,698 | 7,835 | 2,201,281 | — | 2,426,874 | |||||||||||||||||||||
| NET CARRYING AMOUNT | ||||||||||||||||||||||||||||
| Balance, September 30, 2025 | 635,967 | 937,557 | 8,699,510 | 953,014 | 17,330,613 | 3,377,689 | 31,934,350 | |||||||||||||||||||||
| Balance, March 31, 2026 | 2,809,060 | 1,311,029 | 8,635,198 | 931,362 | 13,371,338 | 7,777,351 | 34,835,338 | |||||||||||||||||||||
| Balance, June 30, 2026 | 3,949,227 | 1,260,152 | 8,470,622 | 910,035 | 10,873,552 | 9,205,124 | 34,668,712 | |||||||||||||||||||||
| Depreciation expense for the three months ended June 30, 2026 | 2,495,270 | |||||||||||||||||||||||||||
| Loss on disposal of property, plant and equipment for the three months ended June 30, 2026 | 494,922 | |||||||||||||||||||||||||||
| Page 17 of 33 |
|
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) Notes to the interim condensed consolidated financial statements For the three and nine months ended June 30, 2026 and 2025 (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
Amended and Restated |
| 17. | RIGHT-OF-USE ASSETS |
The following tables reconcile right-of-use assets and lease liabilities for the periods ended June 30, 2026:
| Note | Right-of-use asset | |||||
| $ | ||||||
| Balance, September 30, 2025 | — | |||||
| Additions | (i) | 7,595,884 | ||||
| Depreciation | (i) | (7,595,884 | ) | |||
| Balance, June 30, 2026 | — | |||||
| Note | Lease liability | |||||
| $ | ||||||
| Balance, September 30, 2025 | — | |||||
| New lease liabilities | (i) | 7,595,884 | ||||
| Interest expense | 114,084 | |||||
| Settlement using digital currency | (i) | (7,709,968 | ) | |||
| Balance, June 30, 2026 | — | |||||
| (i) | During the nine-month period ended June 30, 2026, the Company entered into two successive right-of-use arrangements with Luxor (Notes 3(c), 12) for terms not exceeding three months. The arrangements were accounted for by recognizing a right-of-use asset and a corresponding lease liability for each. During the period, the lease liability obligation was settled through the issuance of digital currency (Note 12) in accordance with the terms of the arrangements. As at June 30, 2026, the entire outstanding lease liability had been repaid and the ROU balance fully amortized. The Company has elected not to apply the recognition exemption for short-term leases. Accordingly, short-term leases are accounted for by recognizing a right-of-use asset and a corresponding lease liability in accordance with the Company’s accounting policy for leases. |
Depreciation of mining-related right-of-use assets is classified within direct costs and interest on lease liabilities is classified within finance costs.
During the nine months ended June 30, 2026, the Company entered into two successive right-of-use arrangements with Luxor (Notes 3(c), 12). The lease term used for accounting was 2.5 months for each arrangement. Neither lease term included additional periods arising from an extension option or an assumption that a termination option would not be exercised.
| Page 18 of 33 |
|
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) Notes to the interim condensed consolidated financial statements For the three and nine months ended June 30, 2026 and 2025 (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
Amended and Restated |
| 18. | RELATED PARTY DISCLOSURES |
| (a) | Key management personnel transactions |
Key management includes the Company’s directors, officers and any consultants with the authority and responsibility for planning, directing, and controlling the activities of an entity, directly or indirectly, and includes Chief Executive Officer, Chief Financial Officer, Chief Technical Officer. Amounts owing to related parties consists of amounts due to key management.
During the three and nine months ended June 30, 2026 and 2025, key management personnel compensation consisted of short-term and long-term benefits and remuneration, and was classified as follows:
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | Nine months ended June 30, 2026 | Nine months ended June 30, 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Cash compensation: | ||||||||||||||||
| Mohammed Salah Bakhashwain | — | — | — | 338,000 | ||||||||||||
| Giovanni Gaudenzi | 40,000 | 200,000 | 180,000 | 270,000 | ||||||||||||
| Frank Aadnevik | — | 241,000 | 163,683 | 241,000 | ||||||||||||
| Total cash compensation | 40,000 | 441,000 | 343,683 | 849,000 | ||||||||||||
| Share-based payments: | ||||||||||||||||
| Mohammed Salah Bakhashwain | — | 1,000,000 | 5,318,287 | 5,000,000 | ||||||||||||
| Giovanni Gaudenzi | — | — | 1,344,131 | 1,200,000 | ||||||||||||
| Frank Aadnevik | — | 625,000 | 625,000 | 625,000 | ||||||||||||
| Total share-based payments | — | 1,625,000 | 7,287,418 | 6,825,000 | ||||||||||||
| Total compensation | 40,000 | 2,066,000 | 7,631,101 | 7,674,000 | ||||||||||||
Related parties include the Company’s directors and officers, entities controlled by them, and other parties meeting the definition in IAS 24. These balances are unsecured, due on demand and non-interest-bearing unless otherwise stated.
As at June 30, 2026 and September 30, 2025, amounts due to related parties consisted of the following:
| June 30, 2026 | September 30, 2025 | |||||||
| $ | $ | |||||||
| Balances included in accounts and other payables | — | 95,758 | ||||||
| Related party advances | 151,361 | 150,794 | ||||||
The Company’s unsecured convertible loan from its former Chief Executive Officer had a carrying amount, including accrued interest, of $1,752,590 as at June 30, 2026. The loan and related conversion right remain subject to the dispute described in Note 23.
| Page 19 of 33 |
|
BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) Notes to the interim condensed consolidated financial statements For the three and nine months ended June 30, 2026 and 2025 (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
Amended and Restated |
| 19. | ACCOUNTS AND OTHER PAYABLES AND SETTLEMENT LIABILITY |
Accounts and other payables were $7,569,220 at June 30, 2026 (September 30, 2025 - $7,309,701). The balance consists primarily of trade creditors, accrued operating and professional costs, payroll-related liabilities and other short-term obligations.
The settlement liability decreased from $2,863,865 at September 30, 2025 to $1,612,070 at June 30, 2026. Cash settlements during the period were $1,200,000.
| June 30, 2026 | September 30, 2025 | |||||||
| $ | $ | |||||||
| Current portion | 1,612,070 | 1,222,364 | ||||||
| Non-current portion | — | 1,641,501 | ||||||
| 1,612,070 | 2,863,865 | |||||||
| 20. | BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES |
Borrowings and derivative financial liabilities consist of the following:
| Note | June 30, 2026 | September 30, 2025 | ||||||||
| $ | $ | |||||||||
| Derivative liabilities | (c) | 15,552,778 | 7,716,025 | |||||||
| Senior secured and other loans | (a) | 14,286,267 | 8,520,855 | |||||||
| Convertible notes and debentures | (b) | 3,744,123 | 1,568,220 | |||||||
| 33,583,168 | 17,805,100 | |||||||||
| (a) | Senior secured and other loans |
Senior secured and other loans consist of the following:
| Note | June 30, 2026 | September 30, 2025 | ||||||||
| $ | ||||||||||
| JGB | (i) | 13,018,588 | 8,520,855 | |||||||
| FAR | (ii) | 1,267,679 | — | |||||||
| 14,286,267 | 8,520,855 | |||||||||
| Less: current portion | 7,918,163 | 1,554,867 | ||||||||
| Non-current portion | 6,368,104 | 6,965,988 | ||||||||
| Page 20 of 33 |
| BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) | Amended and Restated |
| Notes to the interim condensed consolidated financial statements | |
| For the three and nine months ended June 30, 2026 and 2025 | |
| (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
| 20. | BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES (CONT’D) |
| (a) | Senior secured and other loans (cont’d) |
| A continuity of the host debt is as follows: |
| Host debt | JGB | FAR | Total | |||||||||
| $ | $ | $ | ||||||||||
| Balance, September 30, 2025 | 8,520,855 | — | 8,520,855 | |||||||||
| Proceeds | 8,245,000 | 1,953,955 | 10,198,955 | |||||||||
| Original issue discount (OID) | (245,000 | ) | — | (245,000 | ) | |||||||
| Interest | 3,315,015 | 205,724 | 3,520,739 | |||||||||
| Transaction fees | 809,056 | — | 809,056 | |||||||||
| Accretion | 908,506 | — | 908,506 | |||||||||
| Principal repayment | (2,265,000 | ) | — | (2,265,000 | ) | |||||||
| Interest payments | (3,315,015 | ) | — | (3,315,015 | ) | |||||||
| RSUs issued in lieu on interest | — | (892,000 | ) | (892,000 | ) | |||||||
| Conversion of convertible debt | (600,000 | ) | — | (600,000 | ) | |||||||
| Classification of warrants - FVTPL | (2,354,829 | ) | — | (2,354,829 | ) | |||||||
| 4,497,733 | 1,267,679 | 5,765,412 | ||||||||||
| As at June 30, 2026 | 13,018,588 | 1,267,679 | 14,286,267 | |||||||||
| Current portion | 6,650,484 | 1,267,679 | 7,918,163 | |||||||||
| Non-current portion | 6,368,104 | — | 6,368,104 | |||||||||
| (i) | JGB |
In 2025, the Company received two advances under a senior secured loan agreement (the “JGB Loan”) and issued related common share purchase warrants (the “JGB First Warrants” and the “JGB Second Warrants”, collectively, the “JGB Warrants”). The first advance of $17,510,000 in principal was drawn on August 1, 2025 under a loan agreement dated June 27, 2025; net recognized proceeds were $16,190,944, including $2,000,000 of restricted cash.
The second advance, a delayed draw of $8,245,000 in principal (including $245,000 of original issue discount), was released from escrow on November 24, 2025. The JGB Loan bore interest at the greater of Term SOFR plus 11% per annum and 14% per annum, payable monthly in arrears. It was secured by substantially all assets of the Company and certain subsidiaries, including restricted cash and specified real property and equity interests. The JGB First Warrants were issued on June 27, 2025 and the JGB Second Warrants were issued on October 20, 2025. The conversion option was not included in the initial draw under this facility. It was subsequently incorporated by amendment, effective October 20, 2025. The aggregate principal initially convertible into common shares was $10,245,000, comprising the $8,245,000 second advance and $2,000,000 of the first advance, plus accrued and unpaid interest.
The outstanding warrants are exercisable at $0.10 per Resulting Issuer voting share for a five-year term and may be exercised either for cash or on a cashless basis, under which the holder surrenders the warrant and receives only the number of shares representing the in-the-money value of the portion exercised, determined by reference to the fair market value of a warrant interest on the exercise date less the exercise price.
| Page 21 of 33 |
| BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) | Amended and Restated |
| Notes to the interim condensed consolidated financial statements | |
| For the three and nine months ended June 30, 2026 and 2025 | |
| (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
| 20. | BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES (CONT’D) |
| (a) | Senior secured and other loans (cont’d) |
| (i) | JGB (cont’d) |
The JGB Warrants carry full-ratchet anti-dilution protection: if the Company issues common shares, convertible securities or options at a price below the fair market value determined as of the applicable original issue date, the number of shares issuable on exercise is increased so that the relevant holder’s ownership on a fully-diluted basis is not less than a specified minimum threshold, subject to customary carve-outs for equity-incentive-plan issuances and Board-approved strategic transactions. For the JGB First Warrants, the reference date is June 27, 2025 and the minimum fully-diluted ownership threshold is 4%; for the JGB Second Warrants, the reference date is October 20, 2025 and the minimum fully-diluted ownership threshold is 1%. The JGB Warrants contained ratchet and cashless exercise provisions that could vary the number of common shares issued on exercise. Accordingly, the JGB Warrants did not meet the fixed-for-fixed condition in IAS 32 and were accounted for as derivative financial liabilities measured at fair value through profit or loss. A portion of the JGB Loan principal, together with accrued and unpaid interest, was convertible into common shares at $4.00 per share following the share consolidation. Conversion of that convertible portion of the JGB Loan is subject to a beneficial ownership limitation under which no lender may be issued common shares on conversion to the extent that, after giving effect to the issuance, the lender (together with its affiliates and attribution parties) would beneficially own more than 4.99% of the outstanding common shares (electable up to 9.99% on prior written notice). Because the number of shares issuable varied with accrued interest, the conversion feature also did not meet the fixed-for-fixed condition in IAS 32.
At initial recognition, the derivative instruments were measured at fair value and the residual proceeds were allocated to the host loan. The host loan was subsequently measured at amortized cost using the effective interest method, and recognized derivative liabilities were remeasured at fair value through profit or loss.
During the three months ended June 30, 2026, $600,000 of principal was converted into 150,000 common shares at $4.00 per share, and 600,000 JGB First Warrants were exercised on a cashless basis. The carrying amounts of the host loan and related derivative liabilities, together with the applicable fair value measurements, are presented below.
These interim condensed consolidated financial statements have been revised and refiled and replace those previously filed on August 14, 2026. The comparative statement of financial position as at September 30, 2025 has been revised to present the JGB First Warrants separately as a current derivative financial liability measured at fair value through profit or loss and to present the related host debt at amortized cost.
In the previously filed interim financial statements, the full carrying amount of the JGB financing of $16,236,880 was included in senior secured loans, comprising $1,554,867 classified as current and $14,682,013 classified as non-current, and no separate derivative liability was presented in the comparative period of September 30, 2025. In these revised interim financial statements, $7,716,025 is presented as a current derivative financial liability and the host debt is presented at $8,520,855, comprising $1,554,867 classified as current and $6,965,988 classified as non-current. Total liabilities are unchanged.
The revisions also reorganize and disaggregate certain note tables and related narrative to more clearly present nine-month information, share-based payments, borrowings and derivative liabilities, equity movements and lease arrangements, including the cash-flow and non-cash presentation of lease-liability settlements using digital currency. These presentation and disclosure revisions did not affect the Company’s total assets, total liabilities, equity, net loss, total comprehensive loss or cash and cash equivalents at June 30, 2026.
| Page 22 of 33 |
| BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) | Amended and Restated |
| Notes to the interim condensed consolidated financial statements | |
| For the three and nine months ended June 30, 2026 and 2025 | |
| (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
| 20. | BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES (CONT’D) |
| (a) | Senior secured and other loans (cont’d) |
| (i) | JGB (cont’d) |
At June 30, 2026, the Company maintained $2,000,000 in a lender-controlled deposit account and reported revenue of $10,650,851 for the three-month period. Management concluded that all financial covenants were satisfied at June 30, 2026 and calculated compliance with the trailing-three-month covenant EBITDA, compared with the required minimum.
| (ii) | FAR |
In October 2025, the Company entered into an agreement with FAR Holdings Bermuda Ltd. (“FAR”) to purchase power transformers and related equipment (the “Equipment Agreement”). The purchase price, as amended, was $5,996,205 and was satisfied through cash, RSUs and a $2,853,990 convertible unsecured subordinated promissory note (the “FAR Note”).
The FAR Note bore interest at 10% per annum, increasing to 12% following an event of default, and was due on April 30, 2027. The outstanding principal and accrued interest were convertible into common shares at $4.00 per share following the share consolidation. Because the number of shares issuable varied with accrued interest, the conversion feature did not meet the fixed-for-fixed condition in IAS 32. The conversion feature was therefore accounted for as a derivative financial liability measured at fair value through profit or loss, while the host liability was measured at amortized cost using the effective interest method. The related carrying amounts and fair value measurements at June 30, 2026 are presented in Notes 20(b) and (c).
During the three months ended June 30, 2026, the Company issued 250,000 RSUs with a fair value of $1,187,500 to settle a $1,000,000 obligation under the Equipment Agreement. The Company also issued 248,280 RSUs with a fair value of $1,377,954 to settle a $700,000 logistics fee payable to FAR. The aggregate fair value of the 498,280 RSUs was $2,565,454, and the resulting non-cash loss of $865,454 was recognized in finance costs (Note 9).
On March 16, 2026, the Company received 26 Bitcoin from FAR with a fair value of $1,953,955 under a separate one-year financing arrangement (the “FAR Bitcoin Loan”). The Company was required to return 26 Bitcoin on March 16, 2027, irrespective of changes in the price of Bitcoin. The aggregate interest was settled through the issuance of 400,000 RSUs with a grant-date fair value of $892,000 (Note 11(a)). This amount was recognized as a financing discount, resulting in an initial carrying amount of $1,061,955. Accretion of $205,724 was recognized through June 30, 2026 using an effective interest rate of approximately 84.0%. The carrying amount at June 30, 2026 is presented in the table above.
Together, the foregoing transactions resulted in 898,280 RSUs being settled in common shares during the three months ended June 30, 2026 (Note 11(a)).
On June 12, 2026, the Company also granted FAR 454,546 immediately exercisable stock options at $5.55 per share, expiring six months after the grant date (the “FAR Options”). FAR exercised 227,273 FAR Options on June 15, 2026 for proceeds of $1,261,365, leaving 227,273 FAR Options outstanding at June 30, 2026.
| Page 23 of 33 |
| BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) | Amended and Restated |
| Notes to the interim condensed consolidated financial statements | |
| For the three and nine months ended June 30, 2026 and 2025 | |
| (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
| 20. | BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES (CONT’D) |
| (b) | Convertible notes and debentures |
| June 30, | September | ||||||||||
| Note | 2026 | 30, 2025 | |||||||||
| $ | |||||||||||
| Former CEO convertible loan, including accrued interest | 1,752,590 | 1,568,220 | |||||||||
| FAR Note | 20(a)(ii) | 1,991,533 | — | ||||||||
| 3,744,123 | 1,568,220 | ||||||||||
During the three months ended June 30, 2026, a further $125,000 principal amount of the October 2025 unsecured convertible notes, together with accrued interest, was converted into 34,410 common shares. For the nine months ended June 30, 2026, an aggregate $975,000 principal amount, together with accrued interest, was converted into 252,566 shares. Contractual principal of $100,000 remained outstanding at June 30, 2026. The related host liability had a carrying amount of $nil, and the remaining conversion option and warrants continued to be measured as derivative financial liabilities.
| (c) | Derivative financial liabilities |
Derivative financial liabilities were measured using the methods and inputs disclosed in Note 20(d) and comprise of the following:
| June 30, | September | ||||||||||
| Note | 2026 | 30, 2025 | |||||||||
| $ | $ | ||||||||||
| JGB warrant liabilities | 20(a)(i) | 11,401,478 | 7,716,025 | ||||||||
| FAR conversion option | 20(a)(ii) | 2,951,478 | — | ||||||||
| October 2025 brokered debenture warrant liabilities | Below | 1,061,799 | — | ||||||||
| October 2025 brokered debenture conversion option | Below | 138,023 | — | ||||||||
| JGB conversion feature | 20(a)(i) | — | — | ||||||||
| 15,552,778 | 7,716,025 | ||||||||||
In October 2025, the Company issued convertible promissory notes to nine holders with an aggregate principal amount of $1,075,000. The notes bore interest at 15% per annum, matured 36 months after issuance and were convertible into common shares at $4.00 per share. The Company also issued 268,750 detachable warrants exercisable at $5.00 per share.
The conversion options and warrants did not meet the fixed-for-fixed condition in IAS 32 and were accounted for as derivative financial liabilities measured at fair value through profit or loss. During the nine months ended June 30, 2026, $975,000 of principal, together with accrued interest, was converted into common shares, including $125,000 of principal converted during the three months ended June 30, 2026. Principal of $100,000 remained outstanding at June 30, 2026. The related host liability had a carrying amount of nil. At June 30, 2026, the warrant liability and conversion-option liability were $1,061,799 and $138,023, respectively.
| Page 24 of 33 |
| BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) | Amended and Restated |
| Notes to the interim condensed consolidated financial statements | |
| For the three and nine months ended June 30, 2026 and 2025 | |
| (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
| 20. | BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES (CONT’D) |
| (c) | Derivative financial liabilities (cont’d) |
A detailed continuity of the derivative liabilities is as follows:
| October | October | |||||||||||||||||||||||
| 2025 | 2025 | |||||||||||||||||||||||
| FAR | brokered | brokered | JGB | |||||||||||||||||||||
| JGB warrant | conversion | debenture | debenture | conversion | ||||||||||||||||||||
| Derivative liabilities | liabilities | option | warrant | conversion | feature | Total | ||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Balance, September 30, 2025 | 7,716,025 | — | — | — | — | 7,716,025 | ||||||||||||||||||
| Initial recognition | 2,354,829 | 1,515,966 | 592,933 | 763,175 | — | 5,226,903 | ||||||||||||||||||
| Remeasurement (gain) loss | 4,769,491 | 1,435,512 | 468,866 | (187,518 | ) | 604,500 | 7,090,851 | |||||||||||||||||
| Settlements and exercises | (3,438,867 | ) | — | — | (437,634 | ) | (604,500 | ) | (4,481,001 | ) | ||||||||||||||
| 3,685,453 | 2,951,478 | 1,061,799 | 138,023 | — | 7,836,753 | |||||||||||||||||||
| Balance, June 30, 2026 | 11,401,478 | 2,951,478 | 1,061,799 | 138,023 | — | 15,552,778 | ||||||||||||||||||
For the nine months ended June 30, 2026, the fair value loss on financing-related derivative liabilities in the table above was $7,090,851. The net loss reported in the statement of loss and comprehensive loss also includes an electricity-related gain of $1,189,870 under Exanorth’s financial contract for differences with Fortum (“PPA3”). PPA3 covers a flat volume of 10 MW at a fixed price of EUR17.50/MWh and settles monthly based on the difference between that price and the Nord Pool NO4 monthly average electricity price, applied to the contracted volume. Exanorth receives a benefit when the reference price exceeds the fixed price and incurs a cost when it is lower. The arrangement provides financial settlement of electricity-price differences rather than physical delivery of electricity and is accounted for as a derivative under IFRS 9. Accordingly, the electricity-related gain reduces the net loss reported in profit or loss but does not affect the financing-related derivative liabilities reconciled above.
| (d) | Fair value determination |
The derivative financial liabilities are Level 3 fair value measurements determined using option-pricing models.
The JGB warrant valuation used a June 30, 2026 share price of $6.76, an exercise price of $0.10, expected volatility of approximately 118.9%, a risk-free interest rate of approximately 4.19% and a remaining term of approximately 4.39 years. The resulting value was approximately $6.6933 per warrant.
The FAR conversion option represented approximately 759,435 underlying common shares and was valued at approximately $3.8844 per underlying share. The October 2025 financing included 268,750 warrants outstanding at June 30, 2026.
| Page 25 of 33 |
| BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) | Amended and Restated |
| Notes to the interim condensed consolidated financial statements | |
| For the three and nine months ended June 30, 2026 and 2025 | |
| (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
| 20. | BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES (CONT’D) |
| (d) | Fair value determination (cont’d) |
A summary of fair value inputs is as follows:
| JGB First Warrants | Grant date | Exercise date | Reporting date | |||||||||
| Estimated stock price at time of grant | $ | 4.00 | $ | 4.12 | $ | 6.76 | ||||||
| Number of periods to exercise, in years | 5.40 | 4.61 | 4.39 | |||||||||
| Compounded risk-free rate | 3.83 | % | 3.94 | % | 4.19 | % | ||||||
| Dividend yield | 0 | % | 0 | % | 0 | % | ||||||
| Exercise price | $ | 0.10 | $ | 0.10 | $ | 0.10 | ||||||
| Volatility | 115 | % | 87 | % | 119 | % | ||||||
| JGB Second Warrants | Grant date | Reporting date | ||||||||||
| Estimated stock price at time of grant | $ | 4.00 | $ | 6.76 | ||||||||
| Number of periods to exercise, in years | 5.08 | 4.39 | ||||||||||
| Compounded risk-free rate | 3.58 | % | 4.19 | % | ||||||||
| Dividend yield | 0 | % | 0 | % | ||||||||
| Exercise price | $ | 0.10 | $ | 0.10 | ||||||||
| Volatility | 115 | % | 119 | % | ||||||||
| October warrants | Grant date | Reporting date | ||||||||||
| Estimated stock price at time of grant | $ | 4.00 | $ | 6.76 | ||||||||
| Number of periods to exercise, in years | 2.00 | 1.27 | ||||||||||
| Compounded risk-free rate | 3.59 | % | 3.98 | % | ||||||||
| Dividend yield | 0 | % | 0 | % | ||||||||
| Exercise price | $ | 5.00 | $ | 5.00 | ||||||||
| Volatility | 115 | % | 119 | % | ||||||||
| JGB Conversion Feature | Grant date | Reporting date | ||||||||||
| Estimated stock price at time of grant | $ | 4.00 | $ | 6.76 | ||||||||
| Number of periods to exercise, in years | 2.69 | 1.99 | ||||||||||
| Compounded risk-free rate | 3.47 | % | 4.14 | % | ||||||||
| Dividend yield | 0 | % | 0 | % | ||||||||
| Exercise price | $ | 4.00 | $ | 4.00 | ||||||||
| Volatility | 115 | % | 119 | % | ||||||||
| Page 26 of 33 |
| BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) | Amended and Restated |
| Notes to the interim condensed consolidated financial statements | |
| For the three and nine months ended June 30, 2026 and 2025 | |
| (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
| 20. | BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES (CONT’D) |
| (d) | Fair value determination (cont’d) |
| October Financing Conversion Feature | Grant date | Exercise date | Reporting date | |||||||||
| Estimated stock price at time of grant | $ | 4.00 | $ | 3.38 | $ | 6.76 | ||||||
| Number of periods to exercise, in years | 3.00 | 2.76 | 2.28 | |||||||||
| Compounded risk-free rate | 3.60 | % | 3.63 | % | 4.14 | % | ||||||
| Dividend yield | 0 | % | 0 | % | 0 | % | ||||||
| Exercise price | $ | 4.00 | $ | 4.00 | $ | 4.00 | ||||||
| Volatility | 115 | % | 79 | % | 119 | % | ||||||
| FAR Holdings Conversion Feature | Grant date | Reporting date | ||||||||||
| Estimated stock price at time of grant | $ | 4.00 | $ | 6.76 | ||||||||
| Number of periods to exercise, in years | 1.50 | 0.83 | ||||||||||
| Compounded risk-free rate | 3.70 | % | 3.98 | % | ||||||||
| Dividend yield | 0 | % | 0 | % | ||||||||
| Exercise price | $ | 4.00 | $ | 4.00 | ||||||||
| Volatility | 115 | % | 119 | % | ||||||||
The following table reconciles Level 3 derivative financial liabilities for the nine months ended June 30, 2026 and summarizes the detailed continuity in Note 20(c).
| Nine months | ||||
| ended June | ||||
| 30, 2026 | ||||
| $ | ||||
| Balance at beginning of period | 7,716,025 | |||
| Initial recognition of derivative liabilities | 5,226,903 | |||
| Fair value loss recognized in profit or loss | 7,090,851 | |||
| Settlements and exercises | (4,481,001 | ) | ||
| Balance at end of period | 15,552,778 | |||
No fair value changes were recognized in other comprehensive income, and there were no transfers into or out of Level 3 during the period.
Management determines the fair values at each reporting date using binomial option-pricing models. The models incorporate the quoted market price of the Company’s common shares, contractual exercise prices and remaining terms, risk-free interest rates and expected volatility.
Expected volatility is the principal significant unobservable input and was estimated using historical trading volatility. The valuations and period -to-period movements are reviewed by management at each reporting date. There were no changes in valuation techniques during the period.
| Page 27 of 33 |
| BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) | Amended and Restated |
| Notes to the interim condensed consolidated financial statements | |
| For the three and nine months ended June 30, 2026 and 2025 | |
| (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
| 20. | BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES (CONT’D) |
| (d) | Fair value determination (cont’d) |
An increase in expected volatility increases the derivative liability and the corresponding fair value loss; a decrease has the opposite effect. The sensitivity analysis changes expected volatility independently and does not represent the maximum possible change in fair value. Changing expected volatility by 10 percentage points while holding all other inputs constant would have had the following approximate effect at June 30, 2026:
| Derivative | ||||||||
| Expected volatility | liabilities | Change | ||||||
| $ | $ | |||||||
| 108.90% | 15,376,779 | (175,999 | ) | |||||
| 118.90% | 15,552,778 | — | ||||||
| 128.90% | 15,728,659 | 175,881 | ||||||
| 21. | PREPAIDS AND DEPOSITS |
| June 30, | September | |||||||
| 2026 | 30, 2025 | |||||||
| $ | $ | |||||||
| Prepaid equipment | 5,936,629 | — | ||||||
| Prepaid expenses | 2,175,631 | 1,615,163 | ||||||
| Prepaid insurance | 63,117 | 42,899 | ||||||
| Prepaid lease deposits | 15,842 | 4,524 | ||||||
| 8,191,219 | 1,662,586 | |||||||
| Less: current portion | 6,594,687 | 72,035 | ||||||
| Non-current portion | 1,596,532 | 1,590,551 | ||||||
| 22. | EQUITY |
The Company is authorized to issue an unlimited number of voting common shares and non-voting common shares, each without par value. At June 30, 2026, 54,069,407 voting common shares and 2,312,243 non-voting common shares were issued and outstanding, for a total of 56,381,650 common shares.
| Page 28 of 33 |
| BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) | Amended and Restated |
| Notes to the interim condensed consolidated financial statements | |
| For the three and nine months ended June 30, 2026 and 2025 | |
| (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
| 22. | EQUITY (CONT’D) |
| (a) | Common shares |
| Nine months | ||||||||
| ended June | ||||||||
| Common share continuity | Note | 30, 2026 | ||||||
| # | ||||||||
| Opening common shares | 42,629,626 | |||||||
| Subscriptions | 22(c) | 375,000 | ||||||
| Restricted share units settled | 11 | 6,840,898 | ||||||
| Shares issued for services | 11 | 175,000 | ||||||
| Shares issued in the reverse takeover and debt settlements | 4 | 4,362,954 | ||||||
| Convertible notes and debt converted | 20(a-b) | 402,566 | ||||||
| Warrants exercised | 22(c) | 850,000 | ||||||
| Stock options exercised | 22(b) | 745,606 | ||||||
| Closing common shares | 56,381,650 | |||||||
| (b) | Options |
| Nine months | ||||||||
| Nine months | ended June | |||||||
| ended June | 30, 2026 | |||||||
| Option continuity | 30, 2026 | WAEP | ||||||
| # | $ | |||||||
| Outstanding at beginning of period | 908,033 | 2.05 | ||||||
| Granted | 614,546 | 4.91 | ||||||
| Forfeited or cancelled | (50,000 | ) | 2.00 | |||||
| Exercised | (745,606 | ) | 2.04 | |||||
| Correction of fractional legacy records | 300 | — | ||||||
| Outstanding and exercisable at end of period | 727,273 | 4.48 | ||||||
At June 30, 2026, the exercise prices of outstanding and exercisable options ranged from $4.00 to $5.55 per share, the weighted-average exercise price was $4.48 per share and the weighted-average remaining contractual life was 1.50 years.
| Page 29 of 33 |
| BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) | Amended and Restated |
| Notes to the interim condensed consolidated financial statements | |
| For the three and nine months ended June 30, 2026 and 2025 | |
| (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
| 22. | EQUITY (CONT’D) |
| (c) | Warrants |
| Nine months | ||||||||
| Nine months | ended June | |||||||
| ended June | 30, 2026 | |||||||
| Warrant continuity | 30, 2026 | WAEP | ||||||
| # | $ | |||||||
| Outstanding at beginning of period | 1,955,986 | 0.10 | ||||||
| Granted | 1,339,170 | 2.43 | ||||||
| Exercised | (850,000 | ) | 0.10 | |||||
| Expired | (97,927 | ) | 3.60 | |||||
| Outstanding at end of period | 2,347,229 | 1.28 | ||||||
During the nine months ended June 30, 2026, the Company completed a brokered private placement of 375,000 units for gross proceeds of $1,500,000. Each unit comprised one common share and one common share purchase warrant. Proceeds were allocated between the common shares and warrants based on their relative fair values, with $892,293 allocated to the warrant component and $607,707 allocated to share capital (Note 22(a)).
| 23. | CONTINGENCIES |
The Company is involved in legal proceedings with its former Chief Executive Officer relating to employment matters and equity instruments. The former Chief Executive Officer has filed a counterclaim for damages. The outcome and magnitude of the claims cannot presently be determined and no provision has been recorded.
The Company is also contesting a North Dakota claim alleging breach of an unsigned employment contract, with claimed damages of approximately $1,258,567 plus interest and costs. The outcome cannot presently be determined and no provision has been recorded.
There were no material changes in these proceedings during the three months ended June 30, 2026.
| 24. | FINANCIAL INSTRUMENTS AND RISK MANAGEMENT |
The Company is exposed to liquidity, credit, foreign-currency, interest-rate and other market risks. There were no changes in the Company’s overall risk-management framework during the nine months ended June 30, 2026.
| (a) | Liquidity risk |
At June 30, 2026, the Company had total liabilities of $44,676,366, derivatives of $15,552,778, contingent consideration of $1,760,547, cash and cash equivalents of $2,453,673, cash held in trust $493,384, restricted cash of $2,000,000 and digital currency of $2,462,683. The Company monitors short-term cash requirements using rolling cash-flow forecasts and may sell Bitcoin to supplement liquidity.
| Page 30 of 33 |
| BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) | Amended and Restated |
| Notes to the interim condensed consolidated financial statements | |
| For the three and nine months ended June 30, 2026 and 2025 | |
| (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
| 24. | FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT’D) |
| (a) | Liquidity risk (cont’d) |
The carrying amounts of financial instruments and the contractual maturity analysis of financial liabilities are set out below.
| Measurement | Carrying | ||||||
| Financial instrument | category | amouint | |||||
| $ | |||||||
| Cash and cash equivalents | Amortized cost | 2,453,673 | |||||
| Cash held in trust | Amortized cost | 493,384 | |||||
| Restricted cash | Amortized cost | 2,000,000 | |||||
| Accounts and other payables | Amortized cost | 7,569,220 | |||||
| Related-party advances | Amortized cost | 151,361 | |||||
| Senior secured loans | Amortized cost | 14,286,267 | |||||
| Convertible notes and debentures | Amortized cost | 3,744,123 | |||||
| Derivative financial liabilities | FVTPL | 15,552,778 | |||||
| Contingent consideration payable | FVTPL | 1,760,547 | |||||
| Settlement liability | Amortized cost | 1,612,070 | |||||
| Financial liability | Total | <3 months | 3–12 months | 1–2 years | 2–5 years | |||||||||||||||
| Accounts and other payables | 7,569,220 | 7,569,220 | — | — | — | |||||||||||||||
| Related-party advances | 151,361 | 151,361 | — | — | — | |||||||||||||||
| Settlement liability | 1,456,980 | 600,000 | 856,980 | — | — | |||||||||||||||
| JGB senior secured loan | 28,067,973 | 2,400,844 | 6,847,954 | 18,819,175 | — | |||||||||||||||
| FAR convertible prom. note | 3,289,048 | — | 3,289,048 | — | — | |||||||||||||||
| Former CEO convertible loan | 1,805,226 | 1,805,226 | — | — | — | |||||||||||||||
| Oct. 2025 convertible notes | 145,000 | — | — | — | 145,000 | |||||||||||||||
| Total contractual cash flows | 42,484,808 | 12,526,651 | 10,993,982 | 18,819,175 | 145,000 | |||||||||||||||
The maturity analysis presents contractual undiscounted cash flows based on contractual terms and conditions existing at June 30, 2026. Variable-rate interest on the JGB senior secured loan was calculated using the contractual rate applicable at June 30, 2026. The analysis does not reflect the subsequent repayment of the JGB loan described in Note 26.
The FAR Bitcoin financing requires delivery of 26 BTC on March 16, 2027. Based on the June 30, 2026 carrying price of approximately $60,018 per BTC, the reporting-date equivalent was $1,560,480. As settlement requires delivery of Bitcoin rather than cash, this amount is excluded from the contractual cash-flow totals above.
Contingent consideration provides for a maximum cash payment of $1,900,000 dependent on the satisfaction of a public-market performance condition. Because the timing of any payment is not contractually fixed, it is excluded from the time bands above.
| Page 31 of 33 |
| BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) | Amended and Restated |
| Notes to the interim condensed consolidated financial statements | |
| For the three and nine months ended June 30, 2026 and 2025 | |
| (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
| 24. | FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT’D) |
| (b) | Credit and custody risk |
Cash and restricted cash are held with financial institutions, and cash held in trust is held by legal counsel. Digital currency is not a financial asset and is outside the IFRS 9 expected-credit-loss model. Digital currency held through third parties exposes the Company to custody, access and counterparty risk. The material rights and restrictions associated with the Luxor arrangement are described in Note 3(c).
| (c) | Market and valuation risk |
The Company’s derivative financial liabilities are particularly sensitive to the Company’s share price and expected volatility. The Level 3 continuity and sensitivity disclosure for derivative financial liabilities is included in Note 20(d).
| 25. | CAPITAL MANAGEMENT |
The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern, maintain financial flexibility and obtain financing commensurate with the risks of its business and development plans.
The Company is subject to externally imposed capital requirements under the JGB loan agreement, including the minimum cash, revenue and covenant EBITDA requirements described in Note 20.
Subsequent to June 30, 2026, the Company completed the special-warrant financing described in Note 26 and, on August 6, 2026, repaid the JGB senior secured loan in full. These transactions materially changed the Company’s capital structure after period end.
| 26. | SUBSEQUENT EVENTS |
| (a) | Special-warrant private placement |
On July 30, 2026, the Company completed a private placement of 5,828,342 special warrants at US$4.25 per special warrant for gross proceeds of US$24,770,454. Each special warrant is exercisable, without additional consideration, into one voting common share and one common share purchase warrant. Each underlying warrant is exercisable at US$5.00 per share for five years, subject to the terms of the financing documents.
The special warrants automatically exercise on the earlier of the date specified in the financing documents following qualification of the underlying securities and four months and one day after closing. The Company intends to use the net proceeds for debt repayment, product and business development, potential acquisitions, working capital and general corporate purposes.
The Company is assessing the classification of the special warrants and underlying warrants under IAS 32, including the effect of contractual settlement provisions. The financing was a material non-adjusting event after June 30, 2026. Accordingly, no amount was recognized at June 30, 2026.
| Page 32 of 33 |
| BITZERO HOLDINGS INC. (formerly WBM Capital Corp.) | Amended and Restated |
| Notes to the interim condensed consolidated financial statements | |
| For the three and nine months ended June 30, 2026 and 2025 | |
| (Unaudited – Expressed in United States Dollars, unless otherwise noted) |
| 26. | SUBSEQUENT EVENTS (CONT’D) |
| (b) | Prepayment of senior secured loan |
On August 6, 2026, the Company repaid in full all outstanding obligations under the senior secured loan with JGB Collateral LLC, as administrative and collateral agent for the lenders. The repayment consisted of $22,375,000 of outstanding principal and $45,699.69 of accrued and unpaid interest. All related liens and security interests against the Company’s assets were released.
| (c) | Issuance of RSUs |
On August 13, 2026, the Company granted 75,000 restricted share units to settle an outstanding vendor payable. The fair value of the restricted share units and resulting financial effect of the transaction have not yet been determined
| Page 33 of 33 |