SEDAR Interim Financial Statements

PINETREE CAPITAL LTD. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (EXPRESSED IN CANADIAN DOLLARS) (UNAUDITED) Notice To Reader Under National Instrument 51-102 – Continuous Disclosure Obligations, if an auditor has not performed a review of a reporting issuer’s interim financial statements, the financial statements must be accompanied by a notice indicating that they have not been reviewed by an auditor. The accompanying unaudited condensed consolidated interim financial statements of Pinetree Capital Ltd. (the "Company") have been prepared by and are the responsibility of management. The unaudited condensed consolidated interim financial statements have not been reviewed by the Company's auditors. -2- (Unaudited - In thousands of Canadian dollars) September 30, December 31, 2025 2024 Assets Cash and cash equivalents (note 4) $ 8,698 $ 5,127 Investments at fair value (note 3) 81,309 73,077 Prepaids and other receivables 62 66 Total assets $ 90,069 $ 78,270 Liabilities and Equity Liabilities Accounts payable and accrued liabilities (note 4, 11(a) ) $ 1,395 $ 571 Total liabilities 1,395 571 Equity Share capital (note 6(a) ) 342,289 342,289 Contributed surplus 108,177 108,177 Deficit (361,792) (372,767) Total equity 88,674 77,699 Total liabilities and equity $ 90,069 $ 78,270 Nature of business 1 On behalf of the Board: "Damien Leonard" Director "Howard Riback" Director PINETREE CAPITAL LTD. Consolidated Statements of Financial Position As at September 30, 2025 and December 31, 2024 See accompanying notes to the consolidated financial statements. -3- Consolidated Statements of Income Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited - In thousands of Canadian dollars, except for securities and per share amounts) 2025 2024 2025 2024 Net investment gains (note 7) 1,854 4,966 $ 10,937 $ 15,104 Other income (note 7) 544 37 1,657 386 2,398 5,003 12,594 15,490 Expenses Operating, general and administrative (note 8) 493 171 1,285 507 Finance expenses (note 9) 4 3 11 (3) Foreign exchange loss (gain) - 4 (3) 12 497 178 1,293 516 Income before income taxes 1,901 4,825 11,301 14,974 Income tax expense (recovery) (82) 1 326 7 Net income for the period $ 1,983 $ 4,824 $ 10,975 $ 14,967 Earnings per common share based on net income for the period Basic and diluted $ 0.21 $ 0.51 $ 1.17 $ 1.59 Weighted average number of common shares outstanding Basic and diluted 9,387,000 9,387,000 9,387,000 9,387,000 Three Months Ended Nine Months Ended See accompanying notes to the consolidated financial statements. PINETREE CAPITAL LTD. -4- PINETREE CAPITAL LTD. Consolidated Statements of Cash Flows 2025 2024 Cash flows from operating activities Net income for the period $ 10,975 $ 14,967 Items not affecting cash: Net investment gains (10,937) (15,104) 38 (137) Adjustments for: Proceeds on disposal of investments 27,944 16,828 Purchase of investments (26,576) (14,990) Decrease in prepaids and other receivables 4 77 Increase (decrease) accounts payable and accrued liabilities 824 (16) Net cash from operating activities 3,571 1,762 Net increase in cash and cash equivalents, during the period 3,571 1,762 Cash and cash equivalents, beginning of period 5,127 2,168 Cash and cash equivalents, end of period $ 8,698 $ 3,930 See accompanying notes to the consolidated financial statements. Nine Months Ended September 30, 2025 and 2024 (Unaudited - In thousands of Canadian dollars) -5- Number of shares Share --- capital Contributed surplus Deficit Total equity Balance as at December 31, 2023 9,387,000 342,289 $ 108,177 $ (405,094) $ 45,372 $ Net income for the period - - - 14,967 14,967 Balance as at September 30, 2024 9,387,000 342,289 108,177 (390,127) 60,339 Balance as at December 31, 2024 9,387,000 342,289 $ 108,177 $ (372,767) $ 77,699 $ Net income for the period - - - 10,975 10,975 Balance as at September 30, 2025 9,387,000 342,289 $ 108,177 $ (361,792) $ 88,674 $ PINETREE CAPITAL LTD. Consolidated Statements of Changes in Equity Nine Months Ended September 30, 2025 and 2024 (Unaudited - In thousands of Canadian dollars, except for number of shares) See accompanying notes to the consolidated financial statements. Pinetree Capital Ltd. Notes to Condensed Consolidated Interim Financial Statements Three and Nine Months Ended September 30, 2025 (In thousands of Canadian dollars except for securities and per share amounts) Unaudited -6- 1. Nature of business Pinetree Capital Ltd. (“Pinetree” or the “Company”) is a value-oriented investment company focused on enterprise software and technology. Pinetree was incorporated in 1962 under the laws of the Province of Ontario and its shares are publicly traded on the Toronto Stock Exchange (the “TSX”) under the symbol “PNP”. The Company is domiciled in the Province of Ontario, Canada and its registered office address is at 49 Leuty Ave, Toronto, ON, M4E 2R2. These unaudited condensed consolidated interim financial statements were approved by the Company’s board of directors on October 23, 2025. 2. Basis of preparation a) Statement of compliance These unaudited condensed consolidated interim statements are unaudited and have been prepared on a condensed basis in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, issued by the International Accounting Standards Board using accounting policies consistent with International Financial Reporting Standards (“IFRS”). The same accounting policies and methods of computation were followed in the preparation of these unaudited condensed consolidated interim statements as were followed in the preparation and described in note 3 of the annual consolidated financial statements as at and for the year ended December 31, 2023, except for those described in Note 2(d). Accordingly, these unaudited condensed consolidated interim statements as at and for the three and nine months ended September 30, 2025 should be read together with the annual consolidated financial statements as at and for the year ended December 31, 2024. These unaudited condensed consolidated interim statements have been prepared using the historical cost convention except for some financial instruments that have been measured at fair value. All monetary references expressed in these notes are references to Canadian dollar amounts. b) Basis of consolidation These unaudited condensed consolidated interim statements include the accounts of Pinetree and its wholly-owned subsidiaries: Pinetree (Barbados) Inc., Pinetree (Israel) Inc., Pinetree Capital Investment Corp. (“PCIC”) and Emerald Capital Corp., as well as Pinetree Investment Partnership (“PVP”) and Pinetree Income Partnership (“PIP”), each a general partnership of which Pinetree indirectly owns a 100% interest. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date that such control ceases. Pinetree ( --- Barbados) and Pinetree (Israel) are currently inactive. c) Critical accounting judgments, estimates, and assumptions: The preparation of these unaudited condensed consolidated interim statements in conformity with IFRS requires management to make judgments, estimates and assumptions. These affect the reported amounts of assets, liabilities and contingent liabilities at the date of these statements, as well as the reported amounts of revenue and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these judgments, estimates and assumptions could result in outcomes that could require a material Pinetree Capital Ltd. Notes to Condensed Consolidated Interim Financial Statements Three and Nine Months Ended September 30, 2025 (In thousands of Canadian dollars except for securities and per share amounts) Unaudited -7- 2. Basis of preparation (continued) adjustment to the carrying amount of the asset or liability affected in future periods. The information about significant areas of estimation uncertainty and judgment considered by management in preparing the unaudited condensed consolidated interim statements were the same as those in the preparation of the annual financial statements as at and for the year ended December 31, 2024. 3. Financial instruments hierarchy and investments at fair value (a) Financial hierarchy: Investments consist of the following as at September 30, 2025: Investments Cost Level 1 Quoted market price Level 2 valuation technique - observable market inputs Level 3 Valuation technique - non- observable market inputs Total fair value Equities $ 56,628 $ 80,309 $ - $ 1,000 $ 81,309 Investments denominated in foreign currencies $ 59,593 $ - $ - $ 59,593 % of investments denominated in foreign currencies 74% 0% 0% 73% Investments consist of the following as at December 31, 2024: Investments Cost Level 1 Quoted market price Level 2 valuation technique - observable market inputs Level 3 Valuation technique - non- observable market inputs Total fair value Equities $ 46,181 $ 72,077 $ - $ 1,000 $ 73,077 Investments denominated in foreign currencies $ 55,691 $ - $ - $ 55,691 % of investments denominated in foreign currencies 77% 0% 0% 76% Pinetree Capital Ltd. Notes to Condensed Consolidated Interim Financial Statements Three and Nine Months Ended September 30, 2025 (In thousands of Canadian dollars except for securities and per share amounts) Unaudited -8- 3. Financial instruments hierarchy and investments at fair value (continued) (1) As at September 30, 2025, included in total investments were securities of private companies with a fair value totaling $1,000 (cost of $3,240) (December 31, 2024 – fair value of $1,000 (cost of $3,890) measured in accordance with the Company’s accounting policy for private company investments. (2) During the nine months ended September 30, 2025, there were no transfers from Level 1 to Level 3. Generally, the transfer out of Level 1 consists of an investee being privatized. (b) Level 3 hierarchy: The following table presents the changes in fair value measurements of financial instruments classified as Level 3. These financial instruments are measured at fair value utilizing non-observable market inputs. The net realized losses and net change in unrealized losses are recognized in the c --- onsolidated statements of income (loss): Within Level 3, the Company includes private company investments and other investment instruments such as loans to investees and convertible debentures which are not quoted on an exchange. The key assumptions used in the valuation of these instruments include (but are not limited to) the value at which a recent financing was done by the investee, company-specific information, trends in general market conditions, the share performance of comparable publicly- traded companies and a strategic review. For the Company’s Level 3 investments, the inputs used can be highly judgmental. Significant unobservable inputs that were considered include gross margins, sales & marketing expenses, research & development expenses, administrative expenses, churn, bookings, discount rates, perpetuity growth rates, scenario weightings, valuations of comparable public companies and financings. In aggregate, management estimates that adjustments to these key inputs would result in a +/- 25% (+/- $250) change to the fair value of these Level 3 investments as a class. The sensitivity analysis is intended to reflect the uncertainty inherent in the valuation of these investments under current market conditions, and its results cannot be extrapolated due to non-linear effects that changes in valuation assumptions may have on the fair value of these investments. Furthermore, the analysis does not indicate a probability of such changes occurring and it does not necessarily represent the Company’s view of expected future changes in the fair value of these investments. Opening balance at January 1, Proceeds upon disposition Net realized loss Net unrealized gain Ending balance September 30, 2025 $ 1,000 $ - $ (650) $ 650 $ 1,000 December 31, 2024 $ 1,000 $ - $ - $ - $ 1,000 Pinetree Capital Ltd. Notes to Condensed Consolidated Interim Financial Statements Three and Nine Months Ended September 30, 2025 (In thousands of Canadian dollars except for securities and per share amounts) Unaudited -9- 4. Financial assets (liabilities) other than investments at fair value Financial assets and liabilities other than investments at fair value are as follows as at September 30, 2025 and December 31, 2024: September 30, 2025 December 31, 2024 Cash and cash equivalents $ 8,698 $ 5,127 Other receivable 3 3 Accounts payable and accrued liabilities (a) (1,395) (571) $ 7,306 $ 4,559 The carrying values of cash, cash equivalents, and accounts payable and accrued liabilities approximate their fair values due to the short term to maturity for these instruments. (a) As at September 30, 2025, included in accounts payable and accrued liabilities are Class C preferred share liabilities of $181 (December 31, 2024 - $190). The Class C preferred shares (“Class C Shares”) were issued in 2009 by Pinetree’s wholly-owned subsidiary, PCIC, are non-voting, redeemable and retractable at any time, and entitle the holders thereof to receive cumulative dividends at a rate of 8% per annum. The Class C Shares’ redemption and retraction prices are linked to the market price of the Company’s common shares subject to a minimum redemption price of $10 per share. As at September 30, 2025, the redemption price was $10 per share and the retraction price in effect was $0.35 per share (December 31, 2024 - $0.32 per share). During the nine months ended September 30, 2025, 850 of the Class C shares were cancelled by PCIC. During the year ended December 31, 2024, 850 of the Class C --- shares were cancelled by PCIC. As at September 30, 2025, 18,100 Class C Shares (December 31, 2024 – 18,950 Class C Shares) were issued and outstanding. 5. Related party transactions All transactions with related parties have occurred in the normal course of operations. (a) Related party transactions included in the condensed consolidated interim statements of income (loss) were as follows during the three and nine months ended September 30: Nature of Three months ended September 30, Nine months ended September 30, Type of expense relationship 2025 2024 2025 2024 Salaries and bonus Officers $ 352 $ 30 $ 801 $ 90 Director fees Directors 19 15 57 45 Office rent (i) Related Entity 6 6 18 18 $ 377 $ 51 $ 876 $ 153 (i) The Company entered into a lease agreement with L6 Holdings, an entity jointly controlled by the President of the Company for the rental of office space. The term of the lease is a periodic tenancy commencing on January 1, 2023 and continuing on a month-to-month basis until the landlord or the tenant terminates the tenancy. Pinetree Capital Ltd. Notes to Condensed Consolidated Interim Financial Statements Three and Nine Months Ended September 30, 2025 (In thousands of Canadian dollars except for securities and per share amounts) Unaudited -10- 6. Equity (a) Authorized: unlimited number of common shares, no par value. As at September 30, 2025, there were 9,387,000 common shares issued and outstanding (December 31, 2024 – 9,387,000). 7. Income Net investment gains (losses) are comprised of the following for the three and nine months ended September 30: Three months ended September 30, Nine months ended September 30, Net investment gains 2025 2024 2025 2024 Net realized gains on disposal of investments $ 3,670 $ 697 $ 13,152 $ 5,171 Net change in unrealized gains on investments (1,816) 4,269 (2,215) 9,933 $ 1,854 $ 4,966 $ 10,937 $ 15,104 Other income for the three months ended September 30, 2025 is comprised of dividend income of $530 and interest income of $14 (three months ended September 30, 2024 – dividend and interest income of $31 and $6, respectively). 8. Expenses by nature Operating, general and administrative expenses were as follows for the three and nine months ended September 30: Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Professional fees $ 33 $ 37 $ 111 $ 93 Office and general 45 27 160 137 Transfer agent, filing fees and other info systems 28 37 80 86 Salaries and directors’ fees 372 46 871 142 Transaction costs 15 24 63 49 $ 493 $ 171 $ 1,285 $ 507 9. Finance expense Finance expense is comprised of dividend expense related to the Class C Shares and consolidated interest expense for the three and nine months ended September 30, 2025 and 2024. Pinetree Capital Ltd. Notes to Condensed Consolidated Interim Financial Statements Three and Nine Months Ended September 30, 2025 (In thousands of Canadian dollars except for securities and per share amounts) Unaudited -11- 10. Management of capital The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of its underlying assets and liabilities. There were no changes to the Company's objectives in managing and maintaining capital during the three months ended September 30, 2025. The Company is not subject to any capital requirements imposed by a regulator. The Company’s objectives when managing capital are: (a) to allow the Company to respond to changes in --- economic and/or marketplace conditions by maintaining its ability to purchase new investments; (b) to give shareholders sustained growth in shareholder value by increasing shareholders’ equity; and (c) to maintain a flexible capital structure that optimizes the cost of capital at acceptable levels of risk. The Company is meeting its objective of managing capital through detailed review and performance of due diligence on all potential investments and acquisitions. Management reviews its capital management approach on an on-going basis and believes that this approach, given the size of the Company, is reasonable. There were no changes in its approach to capital management during the three months ended September 30, 2025. 11. Risk management Financial instrument risks: The investment operations of Pinetree’s business involve the purchase and sale of securities and, accordingly, the majority of the Company’s assets and liabilities are currently comprised of financial instruments. The use of financial instruments can expose the Company to the following risks. (a) Market risk Market risk is the risk that the fair value of, or future cash flows from, the Company’s financial instruments will significantly fluctuate due to changes in market prices. The value of the financial instruments can be affected by changes in interest rates, foreign exchange rates, and equity and commodity prices. The Company is exposed to market risk as unfavourable market conditions could result in dispositions of investments at less than favourable prices. Additionally, in accordance with IFRS 9, Financial Instruments ("IFRS 9") Pinetree is required to fair value its investments at the end of each reporting period. This process could result in significant write-downs of the Company’s investments over one or more reporting periods, particularly during periods of overall market instability, which would have a significant unfavourable effect on Pinetree’s financial position. There were no changes to the way that the Company manages market risk since December 31, 2024. The Company manages market risk by having a portfolio that is not singularly exposed to any one issuer, although Pinetree’s investment activities are currently concentrated primarily in the technology sector. The Company also requires approval from the board of directors for purchases of investments over a certain cost threshold. For the three months ended September 30, 2025, a 5% change in the closing trade price of the Company’s investments (with all other variables held constant) would have an estimated change on the Company’s total comprehensive income of $4,065 (December 31, 2024 – $3,604). Pinetree Capital Ltd. Notes to Condensed Consolidated Interim Financial Statements Three and Nine Months Ended September 30, 2025 (In thousands of Canadian dollars except for securities and per share amounts) Unaudited -12- 11. Risk management (continued) (b) Concentration risk in the Company's investment portfolio Concentration risk is the risk that any investment or group of investments will have the potential to materially affect the operating results of the Company. The Company will typically seek to take equity positions between 5% and 10% of assets, and may from time to time take positions that exceed these levels. As at September 30, 2025, the Company's top five equity investments, all in the technology sector, had a fair value of $61,515. This represents 68% of the Company’s total assets. As at December 31, --- 2024, the Company's top five equity investments, all in the technology sector, had a fair value of $56,132. This represented 77% of the Company’s total assets. (c) Liquidity risk: Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they become due. The Company’s management is responsible for reviewing liquidity resources to ensure funds are readily available to meet financial obligations as they become due, as well as ensuring funds exist to support business strategies and operating growth. The Company generates cash flow primarily from its financing activities and proceeds from the disposition of its investments, in addition to interest and dividend income earned on its investments. Pinetree invests in securities of “small-cap” issuers, which can at times be relatively illiquid. If the Company decides to dispose of securities of a particular issuer it may not be able to do so at the time at favourable prices, or at all. In addition, the amounts at which the Company’s private company investments could be disposed of currently may differ from their carrying values since there is no active market to dispose of these investments. There were no changes to the way that the Company manages liquidity risk since December 31, 2024. The Company's liquidity risk is limited to exposure to accounts payable and accrued liabilities. The following table shows the Company's contractual undiscounted cash flows which are payable under financial liabilities on the consolidated statement of financial position as at September 30, 2025: Payments due by period Liabilities and obligations Total Less than 1 year 1 – 3 years 4 – 5 years After 5 years Accounts payable and accrued liabilities (i) $ 1,395 $ 1,395 $ - $ - $ - The following table shows the Company's contractual undiscounted cash flows which are payable under financial liabilities on the consolidated statement of financial position as at December 31, 2024: Payments due by period Liabilities and obligations Total Less than 1 year 1 – 3 years 4 – 5 years After 5 years Accounts payable and accrued liabilities (i) $ 571 $ 571 $ - $ - $ - Included in accounts payable and accrued liabilities are Class C preferred share liabilities of $181 (December 31, 2024 - $190) which are non-voting, redeemable and retractable at any time, and entitle the holders thereof to receive cumulative dividends at a rate of 8% per annum. Pinetree Capital Ltd. Notes to Condensed Consolidated Interim Financial Statements Three and Nine Months Ended September 30, 2025 (In thousands of Canadian dollars except for securities and per share amounts) Unaudited -13- 11. Risk management (continued) The following table shows the Company's source of liquidity by asset as at September 30, 2025: Liquidity by period Assets Total Less than 1 year 1 – 3 years After 4 years Non-liquid assets Cash and cash equivalents $ 8,698 $ 8,698 $ - $ - $ - Investments, at fair value 81,309 80,309 1,000 - - Prepaids and receivables 62 62 - - - $ 90,069 $ 89,069 $ 1,000 $ - $ - The following table shows the Company's source of liquidity by asset as at December 31, 2024: Liquidity by period Assets Total Less than 1 year 1 – 3 years After 4 years Non-liquid assets Cash and cash equivalents $ 5,127 $ 5,127 $ - $ - $ - Investments, at fair value 73,077 72,077 1,000 - - Prepaids and receivables 66 66 - - - $ 78,270 $ 77,270 $ 1,000 $ - $ - (d) Currency risk: Currency risk is the risk that the fair v --- alue or future cash flows of the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. The Company’s operations are exposed to foreign exchange fluctuations, which could have a significant adverse effect on its consolidated results of operations from time to time. The Company has financial instruments denominated in foreign currencies such as U.S. dollars, Euros, Pound sterling, Australian dollars, Norwegian krone, and Polish zloty. A change in the foreign exchange rate of the Canadian dollar versus another currency may increase or decrease the Company’s value of its financial instruments. There were no changes to the way that the Company manages currency risk since December 31, 2024. Although the Company believes that it is exposed to foreign exchange risk it does not actively hedge its foreign currency exposure as the risk is, to a certain extent, mitigated by the Company’s foreign exchange denominated investments. A 1% change in exchange rates impacts net income by the following amounts as at September 30, 2025: U.S dollar $275, Australian dollar $212, Pound sterling $64, Norwegian krone $44 (December 31, 2024 – U.S. dollar $197, Australian dollar $207, Polish zloty $65, Pound sterling $39, Norwegian krone $47). Pinetree Capital Ltd. Notes to Condensed Consolidated Interim Financial Statements Three and Nine Months Ended September 30, 2025 (In thousands of Canadian dollars except for securities and per share amounts) Unaudited -14- 11. Risk management (continued) The following assets and liabilities were denominated in foreign currencies as at the following dates: September 30, 2025 December 31, 2024 Net assets denominated in U.S. dollars $ 27,543 $ 19,689 Net assets denominated in Australian dollars 21,196 20,749 Net assets denominated in GBP 6,442 4,669 Net assets denominated in Norwegian krone 4,398 3,862 Net assets denominated in Polish zloty - 6,582 $ 59,579 $ 55,677 12. Operating segment information The management of the Company is responsible for the Company’s entire portfolio and considers the business to have a single operating segment. The management’s investment decisions are based on a single, integrated investment strategy and the performance is evaluated on an overall basis. The Company has a single reportable geographic segment, Canada, and all of the Company’s equipment is located in Canada. The internal reporting provided to management of the Company’s assets, liabilities, and performance is prepared on a consistent basis with the measurement and recognition principles of IFRS. There were no changes in the reportable segment during the three months ended September 30, 2025.