SEDAR Interim Financial Statements

Vibe Growth Corporation Condensed Consolidated Financial Statements (Unaudited) As at and for the Three and Nine Months Ended September 30, 2025 (In U.S. Dollars, Unless Otherwise Noted) Notice for National Instrument 51-102 The accompanying unaudited interim condensed consolidated financial statements of Vibe Growth Corporation as at and for the three and nine months ended September 30, 2025, have been prepared by management and approved by the Audit Committee and the Board of Directors of the Company. These statements have not been reviewed or audited by the Company's external auditors. Vibe Growth Corporation Unaudited Condensed Consolidated Statements of Financial Position (Expressed in U.S. dollars) The accompanying notes are an integral part of these condensed consolidated financial statements September 30, December 31, As at notes 2025 2024 Assets Current assets Cash and cash equivalents 739,961 $ 1,059,111 $ Accounts receivable 1,751,308 536,195 Inventory 3 1,062,332 1,081,847 Biological assets 3,937 12,166 Other current assets 368,718 258,553 Total current assets 3,926,256 2,947,872 Intangible assets 4 1,118,457 1,352,125 Property and equipment 5 5,642,408 5,841,178 Right-of-use assets 6 971,716 1,153,545 Total assets 11,658,837 $ 11,294,720 $ Liabilities Current liabilities Accounts payable 5,207,215 $ 4,763,983 $ Income taxes payable 10,015,626 8,854,684 7,8 760,881 683,268 Total current liabilities 15,983,722 14,301,935 Notes payable 8 813,056 859,132 Lease obligations 7 809,686 1,030,899 Deferred tax liability 262,464 320,647 Total liabilities 17,868,928 $ 16,512,613 $ Shareholders' equity Share capital 9(a) 31,047,437 $ 31,047,437 $ Contributed surplus 5,480,417 5,480,417 Accumulated other comprehensive loss (83,421) (76,500) Deficit (42,654,524) (41,669,247) (6,210,091) (5,217,893) Total liabilities and shareholders' equity 11,658,837 $ 11,294,720 $ Nature of Operations (Note 1) Going concern (Note 2(c)) Contingencies (Note 12) Current portion of lease obligations and notes payable Vibe Growth Corporation Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (Expressed in U.S. dollars) The accompanying notes are an integral part of these condensed consolidated financial statements notes 2025 2024 2025 2024 Revenue 4,409,830 $ 3,264,605 $ 12,507,034 $ 9,293,143 $ Cost of goods sold 2,594,817 1,967,216 6,831,626 5,082,961 Gross margin before biological asset adjustments 1,815,013 1,297,389 5,675,408 4,210,182 Net effect of fair value adjustments for biological assets (13,436) 34,961 (108,840) 16,999 Gross margin 1,801,577 1,332,350 5,566,568 4,227,181 Operating expenses General and administrative 722,619 645,851 2,061,209 2,202,264 Sales, security and marketing 867,366 661,907 2,493,950 1,978,939 Stock-based compensation 9(b), (c) - 5,549 - 16,741 Depreciation and amortization 4,5,6 253,849 258,893 715,088 792,421 1,843,834 1,572,200 5,270,247 4,990,365 Other expenses (income) Gain on sale of assets - (15,785) - (15,785) Finance expense 7,8 35,597 41,590 109,849 129,887 Other (income) expense 59,707 (2,581) 59,932 (1,242) 95,304 23,224 169,781 112,860 Income (loss) before income taxes (137,561) (263,074) 126,540 (876,044) Income tax expense (recovery) Current 390,000 (138,000) 1,170,000 442,000 Deferred (19,465) (31,969) (58,183) (75,037) 370,535 (169,969) 1,111,817 366,963 Net loss for the period (508,096) (93,105) (985,277) (1,243,007) Other comprehensive loss Foreign currency translation gain ( --- loss) (6,686) (31,744) (6,921) 214,442 (514,782) $ (124,849) $ (992,198) $ (1,028,565) $ Loss per share Basic and Diluted (0.05) $ (0.01) $ (0.09) $ (0.12) $ Weighted average shares outstanding Basic and diluted 10,796,989 10,797,027 10,796,989 10,797,027 For the three months ended September 30, For the nine months ended September 30, Comprehensive loss for the period Vibe Growth Corporation Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity (Expressed in U.S. dollars) The accompanying notes are an integral part of these condensed consolidated financial statements Common Total share Contributed shareholders' capital Warrants surplus AOCI* Deficit equity Balance at December 31, 2024 31,047,437 $ - $ 5,480,417 $ (76,500) $ (41,669,247) $ (5,217,893) $ Net loss - - - - (985,277) (985,277) Comprehensive income - - - (6,921) - (6,921) Balance at September 30, 2025 31,047,437 $ - $ 5,480,417 $ (83,421) $ (42,654,524) $ (6,210,091) $ Balance at December 31, 2023 31,047,437 $ 2,620,018 $ 2,838,903 $ (297,575) $ (35,130,030) $ 1,078,753 $ Stock-based compensation - - 16,741 - - 16,741 Warrant expiry - (2,620,018) 2,620,018 - - - Net loss - - - - (1,243,007) (1,243,007) Comprehensive income - - - 214,442 - 214,442 Balance at September 30, 2024 31,047,437 $ - $ 5,475,662 $ (83,133) $ (36,373,037) $ 66,929 $ * Accumulated other comprehensive income (loss) Vibe Growth Corporation Unaudited Consolidated Statements of Cash Flows (Expressed in U.S. dollars) The accompanying notes are an integral part of these condensed consolidated financial statements 2025 2024 2025 2024 Operating activities Net loss for the period (508,096) $ (93,105) $ (985,277) $ (1,243,007) $ Items not involving cash: 13,436 (34,961) 108,840 (16,999) Stock-based compensation - 5,549 - 16,741 Gain on sale - (15,785) - (15,785) Depreciation and amortization 253,849 258,893 715,088 792,421 Unrealized foreign exchange gain (loss) (3,540) 10,064 (13,548) 5,627 Deferred income tax recovery (19,465) (31,969) (58,183) (75,037) (263,816) 98,686 (233,080) (536,039) Change in non-cash working capital: Accounts receivable (494,763) (533,251) (1,215,113) (494,603) Inventory (16,077) 142,124 19,515 953,271 Biological assets (13,020) 190,516 (100,611) 29,446 Other current assets 14,451 35,324 (110,165) (24,799) Accounts payable and accrued liabilities 529,594 386,381 443,232 (161,304) Income taxes payable 381,200 (138,000) 1,160,942 442,000 Cash flow provided from (used in) operating activities 137,569 181,780 (35,280) 207,972 Investing activities Cash received on disposal of property and equipment - 9,936 - 9,936 Intangible assets sold - 40,000 - 40,000 Purchases of property and equipment (45,630) (5,107) (45,630) (107) Cash flow provided from (used in) investing activities (45,630) 44,829 (45,630) 49,829 Financing activities Repayment of lease obligation (66,286) (77,940) (200,613) (223,460) Repayment of notes payable (14,683) (36,592) (43,399) (72,403) Cash flow provided from (used in) financing activities (80,969) (114,532) (244,012) (295,863) Effect of translation of cash held in foreign currencies (4,001) 5,772 5,772 2,697 Increase (decrease) in cash and cash equivalents 6,969 117,849 (319,150) (35,365) Beginning cash and cash equivalents 732,992 1,020,520 1,059,111 1,173,734 Ending cash and cash equivalents 739,961 $ 1,138,369 $ 739,961 $ 1,138,369 $ Supplemental cash flow information Interest paid in the period 35,597 $ 41,590 $ 109,849 $ 129,887 $ Income taxe --- s paid in the period - $ - $ - $ - $ For the three months ended September 30, Unrealized (gain) loss on changes in the fair value of biological For the nine months ended September 30, Vibe Growth Corporation Notes to the Consolidated Financial Statements (Expressed in U.S. dollars unless otherwise noted) - 6 - 1. NATURE OF OPERATIONS Vibe Growth Corporation (the “Company” or “Vibe”) business is to evaluate, acquire and develop cannabis cultivation, distribution and manufacturing assets and retail cannabis dispensaries, predominantly in the U.S., in order to become a vertically integrated cannabis operator. The Company currently owns four dispensaries, one distribution center and one cultivation operation in the State of California plus one dispensary in Portland, Oregon. The Company’s registered office is located at #301, 1665 Ellis Street Kelowna, British Columbia V1Y 2B3 and its U.S. head office is located at 8112 Alpine Ave Sacramento, California 95826. The Company’s common shares trade on the Canadian Securities Exchange under the ticker symbol “VIBE” and on the OTC Pink Sheet under the symbol “VIBEF.” On September 3, 2024, the Company completed a 10:1 share consolidation. The consolidated financial statements present the number of shares and share prices as though the share consolidation had occurred at the beginning of the comparative year. 2. BASIS OF PRESENTATION (a) Statement of compliance These condensed interim consolidated financial statements ("consolidated financial statements") have been prepared in accordance with International Accounting Standard ("IAS") 34 Interim Financial Reporting. These financial statements were authorized for issue by the Board of Directors on November 26, 2025. They do not contain all disclosures required by IFRS for annual financial statements and, accordingly, should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024. These condensed consolidated financial statements have been prepared using accounting policies consistent with those used in the annual consolidated financial statements. (b) Measurement basis These consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments that have been measured at fair value and specifically noted within the notes to these consolidated financial statements. (c) Going concern The Company's ability to continue as a going concern is dependent upon its ability to attain profitable operations, generate sufficient funds therefrom, and continue to obtain capital from investors sufficient to meet its current and future obligations. As at September 30, 2025, the Company had a working capital deficit of $12,057,466 (2024 - $8,498,941), a deficit of $42,654,524 and incurred a net loss of $985,277 during the nine month period then ended. The Company’s cash position on September 30, 2025, is $739,961. Management continues to focus its efforts on increasing revenues along with minimizing sales, security and marketing and general and administrative expenses, achieving profitability at the Ukiah dispensary, suspending unprofitable operations, asset sales, raising additional capital through debt or equity financings and debt settlement transactions. Vibe Growth Corporation Notes to the Consolidated Financial Statements (Expressed in U.S. dollars unless otherwise noted) - 7 - Although management’s efforts to raise capital and monetize assets have been success --- ful in the past, there is no certainty that they will be able to do so in the future. These material uncertainties may cast significant doubt about the ability of the Company to continue as a going concern. These consolidated financial statements have been prepared using accounting principles that are applied to a going concern and do not reflect the adjustments that would be necessary to the presentation and carrying amounts of the assets and liabilities if the Company were not able to continue operations. These adjustments and reclassifications may be material. (d) Functional and presentation currency These consolidated financial statements are presented in United States Dollars. The Canadian Dollar is the functional currency of the Company and its wholly own subsidiary Hype Canada. The functional currency of the Company’s subsidiaries operating in the United States is the United States Dollar. For reporting purposes, the assets and liabilities of Hype Canada and Vibe are translated into United States Dollars at the closing rate at the date of the balance sheets, and revenue and expenses are translated at the average rate for the period. Foreign currency translation adjustments are recorded in other comprehensive income (loss); a component within equity. (e) Basis of consolidation These condensed consolidated financial statements include the accounts of the Company and the following subsidiaries: All subsidiaries are wholly-owned by the Company. Subsidiaries are 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. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity and be exposed to the variable returns from its activities. Jurisdiction Subsidiary of incorporation Vibe Investments, LLC Nevada, U.S.A Astrian Group Holdings Inc. Nevada, U.S.A Hype Bioscience Corporation ("Hype Canada") Alberta, Canada Hype Holdings, LLC ("Hype USA") California, U.S.A Port City Alternative of Stockton Inc. ("Port City") California, U.S.A Vibe Cultivation LLC ("Vibe Cultivation") California, U.S.A Alpine Alternative Naturopathic Inc. ("Vibe Sacramento") California, U.S.A EVR Managers LLC ("Redding") California, U.S.A NGEV Inc. ("NGEV" or "Crescent City") California, U.S.A Vibe Ukiah, LLC ("Ukiah") California, U.S.A Vibe Distribution Corporation ("Vibe Distribution") California, U.S.A Vibe Salinas, LLC ("Salinas") California, U.S.A Lyt Cannabis Co. ("Monterey Cultivation") California, U.S.A Desert Organic Solutions Inc. ("Palm Springs") California, U.S.A Portland Asset Holding Corporation ("PAHC") Oregon, U.S.A Vibe CBD, LLC ("Vibe CBD") California, U.S.A Vibe Growth Corporation Notes to the Consolidated Financial Statements (Expressed in U.S. dollars unless otherwise noted) - 8 - Transactions eliminated on consolidation: Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements. All intercompany accounts and transactions have been eliminated. (f) Use of estimates and judgments The preparation of consolidated financial statements requires management to make estimates and use judgment regarding the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as at the date of the financial statements and th --- e reported amounts of revenues and expenses during the periods presented. By their nature, estimates are subject to measurement uncertainty and changes in such estimates in future periods could require a material change in the financial statements. Accordingly, actual results may differ from the estimated amounts as future confirming events occur. Significant estimates and judgments made by management in the preparation of these financial statements are as follows: Biological assets and inventory In calculating the value of the biological assets and inventory, management is required to make several estimates, including estimating the stage of growth of the cannabis plants to the point of harvest, harvesting costs, and selling costs. In calculating final inventory values, management is required to determine an estimate of obsolete inventory and an estimate for any inventory for which cost is lower than estimated net realizable value and recognizes inventory provisions accordingly. Business combinations Judgement is required when assessing i) whether or not the acquisition of assets meets the criteria of a business combination; ii) the value of the consideration transferred and the net identifiable assets acquired and liabilities assumed in connection with business combinations and iii) determining goodwill or bargain purchase gain. Discount rate for leases Leases require lessees to discount lease payments using the rate implicit in the lease if that rate is readily available. If that rate cannot be readily determined, the lessee is required to use its incremental borrowing rate. The Company generally uses the incremental borrowing rate when initially recording real estate leases as the implicit rates are not readily available as information from the lessor regarding the fair value of underlying assets and initial direct costs incurred by the lessor related to the leased assets is not available. The Company determines the incremental borrowing rate as the interest rate the Company would pay to borrow over a similar term the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. Estimated useful lives and depreciation of property, equipment and intangible assets Depreciation of property, equipment and intangible assets is dependent upon estimates of useful lives which are determined through the exercise of judgment. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that take into account factors such as economic and market conditions and the useful lives of assets. Cash Generating Unit (“CGU”) IFRS requires that the Company’s cannabis operations be aggregated into CGUs, based on their ability to generate largely independent cash flows, which are used to assess the dispensaries and cultivation operations for impairment. The determination of the Company’s CGUs is subject to management’s judgment. Vibe Growth Corporation Notes to the Consolidated Financial Statements (Expressed in U.S. dollars unless otherwise noted) - 9 - Impairment of property and equipment and intangible assets Indicators of impairment are assessed by management using judgement, considering future plans, market conditions and cannabis prices. In assessing the recoverability, each CGU’s carrying value is compared to its recoverable amount, defined as the greater of its fair value less cost to sell and value in use. In assessing value in use, the estimated future cas --- h flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Income taxes The Company recognizes deferred tax assets to the extent that it is probable that the deductible temporary differences will reverse in the foreseeable future and that sufficient taxable income will be generated in the future to recover such deferred tax assets. Assessing the recoverability of deferred tax assets requires the Company to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods. Provisions and contingencies The Company recognizes provisions based on an assessment of its obligations and available information. Any matters not included as provisions are uncertain in nature and cannot be reasonably estimated. The Company makes assumptions to determine whether obligations exist and to estimate the amount of obligations that we believe exist. In estimating the final outcome of litigation, assumptions are made about factors including experience with similar matters, history, precedents, relevant financial, scientific, and other evidence and facts specific to the matter. This determines whether a provision or disclosure in the financial statements is needed. Stock-based compensation and warrants The amounts recorded in respect of share-based compensation and share purchase warrants granted and the derivative liability for non-compensation warrants issued are based on the Company’s estimation of their fair value, calculated using assumptions regarding the life of the option or warrant, interest rates and volatility. By their nature, these estimates and assumptions are subject to uncertainty, and the actual fair value of options or warrants may differ at any time. Functional currency Management judgement is required in determining the functional currency that represents the economic environment of underlying transactions, events and conditions. Impairment of non-financial assets The Company evaluates each non-financial asset every reporting period to determine whether there are any indications of impairment. If any such indication exists, the Company estimates the recoverable amount using estimated future undiscounted cash flows from the related asset group and an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or cash generating group of assets is measured at the higher of fair value less costs to sell and value in use. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some, or all of the carrying value of the assets may be further impaired or the impairment charge reduced with the impact recorded in the consolidated statement of loss. Vibe Growth Corporation Notes to the Consolidated Financial Statemen --- ts (Expressed in U.S. dollars unless otherwise noted) - 10 - Impairment testing compares the carrying values of the assets being tested with their recoverable amounts (the recoverable amount being the greater of an asset’s value in use or its fair value less costs of disposal); Impairment losses are immediately recognized to the extent that the carrying value of an asset exceeds its recoverable amount. 3. INVENTORY The Company's inventory consists of the following: The Company regularly reviews slow-moving, obsolete and redundant items and records a provision for such amounts to reflect inventory balances at net realizable value. There were no slow-moving, obsolete or redundant inventory items at September 30, 2025. 4. INTANGIBLE ASSETS Intangible assets and goodwill consist of the following: September 30, December 31, 2025 2024 Harvested cannabis - raw materials 11,700 $ 112,311 $ Work-in-progress - - Cannabis related products and packaging 1,050,632 969,536 1,062,332 $ 1,081,847 $ Licenses Trademark Total Cost Balance at December 31, 2023 4,538,804 $ 78,500 $ 4,617,304 $ Purchased and developed - - - Disposals - (78,500) (78,500) Balance at December 31, 2024, and September 30, 2025 4,538,804 $ - $ 4,538,804 $ Accumulated amortization 2,771,218 38,392 2,809,610 Amortization expense 333,324 3,912 337,236 Disposals - (42,304) (42,304) Impairment 82,137 - 82,137 Balance at December 31, 2024 3,186,679 $ - $ 3,186,679 $ Amortization expense 233,668 - 233,668 3,420,347 $ - $ 3,420,347 $ Net book value at December 31, 2024 1,352,125 $ - $ 1,352,125 $ Net book value at September 30, 2025 1,118,457 $ - $ 1,118,457 $ Balance at September 30, 2025 Balance at December 31, 2023 Intangible assets Vibe Growth Corporation Notes to the Consolidated Financial Statements (Expressed in U.S. dollars unless otherwise noted) - 11 - The Company assesses whether there are events or changes in circumstances that would more likely than not reduce the fair value of any of its reporting units below their carrying values and therefore, require goodwill and intangibles to be tested for impairment at the end of each period. As at September 30, 2025, no impairment indicators exist. 5. PROPERTY AND EQUIPMENT Property and equipment consists of the following: Buildings and equipment and other assets are depreciated on a straight-line basis over their estimated useful lives. Land is not depreciated. Assets under construction consist of improvements and renovations being completed on the Company's property and equipment. The construction and upgrades still need to be completed and will only be subject to depreciation once the underlying asset is available for use. On September 30, 2025, $14,785 (2024 - $14,785) was classed as construction in progress related to the improvements at the Stockton dispensary. The Company did not dispose of any property and equipment in the nine month period ended September 30, 2025, and there were no impairments of property and equipment at September 30, 2025. Equipment Construction Buildings Land and other in process Total Cost Balance at December 31, 2023 2,705,875 $ 6,050,725 $ 4,120,790 $ 1,375,263 $ 14,252,653 $ Purchases - - 30,913 - 30,913 Transfers from construction in process - - 426,071 (426,071) - Disposals - - (87,021) - (87,021) Impact of foreign exchange - - (447) - (447) Balance at December 31, 2024 2,705,875 $ 6,050,725 $ 4,490,306 $ 949,192 $ 14,196,098 $ Purchases - - 45,630 - 45,630 Impact of foreign exchange - - 1,026 - 1,0 --- 26 2,705,875 $ 6,050,725 $ 4,536,962 $ 949,192 $ 14,242,754 $ Accumulated amortization 458,643 1,412,778 2,927,097 934,407 5,732,925 Depreciation expense 108,285 - 279,725 - 388,010 Impairment - 2,300,000 - - 2,300,000 Disposals - - (65,568) - (65,568) Impact of foreign exchange - - (447) - (447) 566,928 $ 3,712,778 $ 3,140,807 $ 934,407 $ 8,354,920 $ Depreciation expense 81,438 - 163,817 - 245,255 Impact of foreign exchange - - 171 - 171 648,366 $ 3,712,778 $ 3,304,795 $ 934,407 $ 8,600,346 $ Net book value at December 31, 2024 2,138,947 $ 2,337,947 $ 1,349,499 $ 14,785 $ 5,841,178 $ Net book value at September 30, 2025 2,057,509 $ 2,337,947 $ 1,232,167 $ 14,785 $ 5,642,408 $ Balance at September 30, 2025 Balance at December 31, 2024 Balance at December 31, 2023 Balance at September 30, 2025 Vibe Growth Corporation Notes to the Consolidated Financial Statements (Expressed in U.S. dollars unless otherwise noted) - 12 - 6. RIGHT-OF-USE ASSETS Right-of-use assets consist of the following: The right-of-use assets are being depreciated on a straight-line basis over the remaining term of the underlying lease as there are no options to acquire or otherwise transfer ownership of the underlying asset to the Company at the end of the lease term. 7. LEASE OBLIGATIONS A reconciliation of the discounted lease obligation is set forth below: Dispensary Leases Balance at December 31, 2023 3,509,965 $ Lease extension 60,756 3,570,721 Lease extension 54,336 3,625,057 $ Accumulated depreciation 2,093,912 $ Depreciation expense 323,264 Impairment - 2,417,176 Depreciation expense 236,165 Impairment - 2,653,341 $ Net book value at December 31, 2024 1,153,545 $ Net book value at September 30, 2025 971,716 $ Balance at December 31, 2024 Balance at December 31, 2023 Balance at December 31, 2024 Balance at September 30, 2025 Balance at September 30, 2025 September 30, December 31, 2025 2024 Balance, beginning of period 1,655,864 $ 1,889,648 $ Additions to leased assets 54,336 63,637 Principal paid (200,613) (297,421) Change in cash flow estimate - - Balance, end of period 1,509,587 1,655,864 Less current portion of lease obligation (699,901) (624,965) Lease obligations, long term 809,686 $ 1,030,899 $ Vibe Growth Corporation Notes to the Consolidated Financial Statements (Expressed in U.S. dollars unless otherwise noted) - 13 - Neither of the leases contains purchase or early termination options and there are no requirements to purchase the underlying assets or any residual value guarantees at the end of the leases. In 2025, the Company incurred $69,425 of interest with respect to the aforementioned leases. The Company has the following future commitments associated with its dispensary lease obligations: The Company utilized certain IFRS 16 exemptions to exclude low-value right-of-use assets and short-term lease arrangements as leases. 8. NOTES PAYABLE The Company's notes payable consists of the following: (1) The Company has a secured note payable outstanding related to the acquisition of land and buildings in Sacramento, California totalling $874,036 at September 30, 2025 (Note 6). The note bears interest at 6% per year, requires monthly payments of principal and interest totalling $9,314 and matures in April 2036. Interest expense recognized in the 2025 nine month period totalled $40,424 and principal repaid was $43,399. Principal repayments due in the next 12 months totalling $60,980 are recorded as current liabilities on the condensed consolidated statemen --- t of financial position at September 30, 2025. The following table presents the contractual maturities of the notes payable at September 30, 2025 on an undiscounted basis: Less than one year 817,514 $ 2 - 5 years 926,241 Thereafter 18,448 Total lease payments 1,762,203 Amount representing interest over the term (252,616) Present value of the net obligation 1,509,587 $ September 30, December 31, 2025 2024 Notes payable: Land and buildings (1) 874,036 $ 917,435 $ Less current portion: (60,980) (58,303) Notes payable, long term 813,056 $ 859,132 $ Notes payable Land and Buildings Amounts due Less than one year 60,980 $ One to three years 206,448 Four to five years 247,053 Thereafter 359,555 Total maturities at September 30, 2025 874,036 $ Vibe Growth Corporation Notes to the Consolidated Financial Statements (Expressed in U.S. dollars unless otherwise noted) - 14 - 9. SHAREHOLDERS' EQUITY (a) Share capital The Company is authorized to issue an unlimited number of common shares. Holders of common shares are entitled to participate in dividends when declared by the Company. The Company has the following issued and outstanding common shares: (b) Stock Options The Company has a stock option plan that provides for the issuance to its directors, officers, employees and consultants options to purchase from treasury a number of common shares not exceeding 10% of the common shares that are outstanding from time to time which is the number of shares reserved for issuance under the plan. The options are non-transferable if not exercised. The exercise price is based on the Company's common shares prior to the day of the grant, which may be different from the closing price of such shares on the day of grant for options granted to date. To date the exercise price has not been materially different from the trading price of the shares on the grant date. A summary of the status of the Company's stock option plan as at September 30, 2025 and December 31, 2024 and changes during the respective periods ended on those dates is presented below: The range of exercise prices for the options outstanding and exercisable at September 30, 2025, are as follows: (c) Restricted Share Units At the Company’s September 24, 2020, Annual and Special Meeting of Shareholders, the shareholders approved an equity-settled Restricted Share Unit plan (“RSU”) for certain officers, directors, employees and consultants. The units are awarded at no cost to the recipient, and the fair market value determined at the grant date is expensed September 30, December 31, 2025 2024 Balance, beginning and end of period 10,796,989 10,796,989 Weighted Weighted Number of average Number of average options exercise price options exercise price (CAD $) (CAD $) Balance, beginning of period 364,250 3.60 $ 473,000 3.80 $ Cancelled / Expired - - (108,750) 4.38 Balance, end of period 364,250 3.60 $ 364,250 3.60 $ Exercisable, end of period 364,250 3.60 $ 364,250 3.60 $ September 30, 2025 December 31, 2024 Weighted Average Number Exercise Remaing Number Date of Grant Outstanding Price (CAD $) Contractual Life Expiry Date Exerciseable December 21, 2021 364,250 3.60 $ 0.22 December 20, 2025 364,250 364,250 364,250 Vibe Growth Corporation Notes to the Consolidated Financial Statements (Expressed in U.S. dollars unless otherwise noted) - 15 - uniformly over their vesting period. The fair market value of the award is based on the volume weighted average trading price for the shares on the Canadian Stock Exchange --- ("CSE") on the grant date. RSU expense is recognized over the vesting period with a related credit to contributed surplus. Vibe recognizes the expense based on the best available estimate of the number of RSUs expected to vest and revises the estimate if necessary. Upon redemption of RSUs, the contributed surplus balance is reduced through a credit to shareholders' capital. The Company has 70,000 RSUs outstanding and exercisable as at September 30, 2025 and December 31, 2024. The Company granted no RSUs in 2025 or 2024. The RSU's granted were based on the Company's share price at the date of grant. 10. FINANCIAL INSTRUMENTS The Company's financial instruments consist of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and notes payable. Fair Value Measurements All financial instruments are initially recognized at fair value and subsequently measured at amortized costs. The carrying value of cash and cash equivalents, restricted cash, accounts receivable, other current assets, accounts payable and subscriptions received in advance approximately their value due to the short period to maturity of these instruments. The fair value of the notes payable approximates fair value as they are based on amounts owed to third parties and estimated internal borrowing rates (in the case of lease obligations) using current market price indicators. Liquidity Risk Liquidity risk includes the risk that as a result of the Company's operational liquidity requirements: • The Company will not have sufficient funds to settle a transaction on the due date; • The Company will be forced to sell financial assets at a value that is less than what they are worth; or • The Company may be unable to settle or recover a financial asset. The Company's approach to managing liquidity is to ensure, within reasonable means, sufficient liquidity to meet its liabilities when due, under both normal and unusual conditions, without incurring unacceptable losses or jeopardizing the Company's business objectives. The Company prepares annual capital expenditure budgets which are monitored regularly and updated as considered necessary. Store sales are monitored daily to provide current cash flow estimates and the Company utilizes authorizations for expenditures on projects to manage capital expenditures. In the event sufficient cash flow is not available from operating activities, the Company may raise equity or debt capital from investors in order to meet liquidity needs. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations and future prospects. There can be no assurance that such financing will be available or will be on terms acceptable to the Company. Vibe Growth Corporation Notes to the Consolidated Financial Statements (Expressed in U.S. dollars unless otherwise noted) - 16 - The Company is obligated to the following contractual maturities of undiscounted cash flows: Market Risk Market risk is comprised of four components: currency risk, interest rate risk, concentration risk and price risk. i) Foreign Currency Exchange Risk The Company operates on an international basis and therefore foreign exchange risk exposures arise from transactions denominated in currencies other th --- an the United States Dollar. The Company is exposed to foreign currency fluctuations as it holds cash and incurs expenditures in administrative costs in foreign currencies. The Company incurs expenditures in Canadian Dollars and United States Dollars and is exposed to fluctuations in exchange rates in these currencies. There are no exchange rate contracts in place as at September 30, 2025 and December 31, 2024. ii) Interest Risk Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company is not currently exposed to interest rate risk as its mortgage and notes payable bear interest at fixed rates. iii) Concentration Risk The Company primarily operates in California. Should economic conditions deteriorate within that region, its results of operations and financial position would be negatively impacted. iv) Price Risk Price risk is the risk of variability in fair value due to movements in market prices. Please refer to Note 4 Biological Assets for the Company's assessment of certain changes in the fair value assumption used in the calculation of biological asset values. Less than One to Four to One year Three years Five years Thereafter Total Financial liability Accounts payable 5,207,215 $ - $ - $ - $ 5,207,215 $ Notes payable 60,980 206,448 247,053 359,555 874,036 Lease obligations 817,514 490,993 435,248 18,448 1,762,203 Total contractual maturities 6,085,709 $ 697,441 $ 682,301 $ 378,003 $ 7,843,454 $ Vibe Growth Corporation Notes to the Consolidated Financial Statements (Expressed in U.S. dollars unless otherwise noted) - 17 - 11. CAPITAL MANAGEMENT The Company views its capital as the combination of notes payable and shareholders' equity. The Company's objectives when managing its capital are to safeguard assets while maximizing the growth of the business and return to shareholders. The overall capitalization of the Company is as follows: In order to meet the Company's capital management objectives, management is focused on several specific strategies as follows: (i) Ensuring the Company has the financing capacity to continue to execute on opportunities to increase overall market share through strategic acquisitions. (ii) Maintaining a strong capital base to secure investor, creditor and market confidence and ensure the Company's strategic objectives are met. (iii) Providing shareholder return through profitable business opportunities that grow the Company and benefit other stakeholders, while also safeguarding the entity's ability to continue as a going concern. In managing the Company's capital, management considers current economic conditions, the underlying assets' risk characteristics, and the Company's planned capital requirements within guidelines approved by its Board of Directors. Total capitalization is maintained or adjusted by issuing new debt or equity securities when opportunities are identified and through the disposition of under-performing assets to reduce debt or equity when required. The Company has not changed its capital management strategy in the period. 12. CONTINGENCIES The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines or restrictions on its operations and losses of permits that could cause the Company to cease operations. While management believes that the Company is compliant with applicable local and state regulations as of Septem --- ber 30, 2025, medical and adult-use cannabis regulations continue to evolve and are subject to differing interpretations. Accordingly, the Company may be subject to regulatory fines, penalties or operating restrictions in the future. Although the possession, cultivation and distribution of cannabis for recreational and medical use is permitted in California and Oregon cannabis is a Schedule-I controlled substance and its use remains a violation of federal law. Since federal law criminalizing the use of cannabis preempts state laws that legalize its use, strict enforcement of federal law regarding cannabis would likely result in the Company’s inability to proceed with managements business plans. Also, the Company’s assets, including real property, cash, equipment and other goods, could be subject to asset forfeiture because cannabis is still federally illegal. The Company records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. There is inherent uncertainty in quantifying income tax positions, especially considering the complex tax laws and regulations for federal, state and foreign jurisdictions in which the Company operates. The Company has recorded tax benefits for those tax positions where September 30, December 31, 2025 2024 Notes payable, including current portion 874,036 $ 917,435 $ Shareholders' equity (6,210,091) (5,217,893) Total capital (5,336,055) $ (4,300,458) $ Vibe Growth Corporation Notes to the Consolidated Financial Statements (Expressed in U.S. dollars unless otherwise noted) - 18 - it is more likely than not that a tax benefit will result upon ultimate settlement with a tax authority that has all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will result, no tax benefit has been recognized in the Consolidated Financial Statements. From time to time, the Company may be involved in litigation or have claims sought against it in normal business operations. Management of the Company is aware of two outstanding claims. a) In 2024, two former employees filed claims for $103,099 and $141,040 respectively and are requesting a consent for judgement. Specifically, the two employees plead the following causes of action: (1) Alleged Unfair Competition in Violation of California Business and Professions Code § 17200 et seq.;(2) Alleged Failure to Pay Minimum Wages in Violation of California Labor Code § § 1194, 1197, and 1197.1; (3) Alleged Failure to Pay Overtime Wages in Violation of California Labor Code §§ 510, et seq.;(4) Alleged Failure to Provide Required Meal Periods in Violation of California Labor code §§ 226.7 & 512 and the Applicable Wage Order; (5) Alleged Failure to Provide Required Meal Periods in Violation of California Labor Code §§ 226.7 & 512 and the Applicable Wage Order; (6) Alleged Failure to Provide Wages When Due in Violation of California Labor Code §§ 201, 202, and 203; (7) Alleged Failure to Provide Accurate Itemized Wage Statements in Violation of California Labor Code § 226; (8) Alleged Failure to Reimburse employees for Required Expenses in Violation of California Labor Code § 2802; and (9) Alleged Violation of the Private Attorneys Genera Act [Labor Code §§ 2698 et seq.]. They are also requesting lost wages due to unemployment, interest and attorney's fees. No provision for the potential claim has been recorded as at September 3 --- 0, 2025. b) A former employee of Vibe, agreed with one of the vendors of NGEV that they would receive generators from the vendor. The vendor also included the generators as part of the assets that Vibe acquired in the NGEV transaction. Vibe does not believe it should be party to the claim. d) The Company is undergoing various audits by the California Department of Tax and Fee Administration ("CDTFA") related to excise taxes. In 2023, the Company received a notice of determination from the CDTFA of $828,149 for the audit period of January 2020 to December 2022 related to the Vibe Sacramento. The Company filed a petition as it disagrees with the notice of determination and has recorded a liability of $305,000, inclusive of estimated interest. In addition, the Company has recorded a liability of $364,000 related to the audits of Port City and Redding. The Company has not recorded any penalties, as the Company believes it’s more likely than not the penalties will be abated through the appeals process. Under the terms of certain agreements and the Company's by-laws, the Company indemnifies individuals who have acted at the Company's request to be a director and/or officer of the Company, to the extent permitted by law, against any and all damages, liabilities, costs, charges or expenses suffered by or incurred by the individuals as a result of their service. Vibe Growth Corporation Notes to the Consolidated Financial Statements (Expressed in U.S. dollars unless otherwise noted) - 19 - 13. EXPENSES BY NATURE The Company presents certain expenses in the consolidated statements of operations and comprehensive loss by function. The following table presents these expenses by nature for the periods ended September 30, 2025 and 2024. 14. RELATED PARTY TRANSACTIONS During the period, Vibe’s cultivation operations sold $344,350 of cannabis raw materials and $407,970 of completed goods to the company with common directors and officers. The Vibe dispensaries purchased $525,950 of finished cannabis products from the company. In 2025, Vibe earned $15,781 of royalty income related to trademark sales. Vibe charged the company $1,017,613 related to operations, administrative and cost recoveries. Included in accounts receivable is $1,609,915 (December 31, 2024 - $350,155) due from the company. 2025 2024 2025 2024 General and administrative Salaries, benefits and other employee costs 375,389 $ 300,207 $ 1,120,139 $ 1,193,891 $ Professional fees 56,403 45,750 134,088 172,031 Rent and utilities 39,827 88,512 115,473 215,566 Other 251,000 211,382 691,509 620,776 722,619 $ 645,851 $ 2,061,209 $ 2,202,264 $ Selling, security and marketing Salaries, benefits and other employee costs 706,545 $ 515,462 $ 2,038,388 $ 1,598,095 $ Security services 59,049 14,284 74,120 24,778 Advertising and promotion 91,025 106,386 351,774 298,671 Other 10,747 25,775 29,668 57,395 867,366 $ 661,907 $ 2,493,950 $ 1,978,939 $ For the three months ended September 30, For the nine months ended September 30,