SEDAR Interim Financial Statements

ZOOMAWAY TECHNOLOGIES INC. (FORMERLY ZOOMAWAY TRAVEL INC.) Consolidated Financial Statements (Unaudited) (Expressed in US Dollars) For the nine months ended September 30, 2025 Notice to Reader Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice indicating that the condensed interim consolidated financial statements have not been reviewed by an auditor. The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for the review of financial statements by an entity’s auditor. ZOOMAWAY TECHNOLOGIES INC. (FORMERLY ZOOMAWAY TRAVEL INC.) CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Expressed in US Dollars) As at September 30, December 31, 2025 2024 ASSETS Current Cash $ 145,176 $ 33,043 Receivables - - Prepaids 11,989 11,860 157,165 44,903 Property and equipment 1,298 1,597 Other assets Investments 161,250 - $ 319,713 $ 46,500 LIABILITIES AND SHAREHOLDERS' DEFICIENCY Current Accounts payable and accrued liabilities $ 1,027,384 $ 789,633 Payroll and other taxes payable 76,603 76,603 Customer deposits 1,108,587 1,008,958 Loans payable - current portion (see note 4) 6,564,069 5,680,213 8,776,643 7,555,407 8,776,643 7,555,407 Shareholders' deficiency Capital stock 24,823,438 24,823,438 Subscription receivable (20,636) (20,636) Accumulated other comprehensive loss 261,064 468,024 Reserves 678,027 678,027 Deficit (34,198,823) (33,457,760) (8,456,930) (7,508,907) $ 319,713 $ 46,500 Nature of continuance and operations (Note 1) Subsequent events (Note 15) Approved and authorized by the Board on November 28, 2025: /s/"Sean Schaeffer" Sean Schaeffer, CEO and Director The accompanying notes are an integral part of these consolidated financial statements. /s/"Steven D. Rosenthal" Steven D Rosenthal, CFO and Director ZOOMAWAY TECHNOLOGIES INC. (FORMERLY ZOOMAWAY TRAVEL INC.) CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (Expressed in US Dollars) For the Periods Ended September 30, September 30, September 30, September 30. 2025 2024 2025 2024 NET REVENUE $ 368,844 $ 785,645 $ 245,877 $ 660,106 EXPENSES Payroll, management fees and related 132,000 144,000 37,000 48,000 Depreciation 299 299 100 100 General, sales & administrative 200,479 216,543 69,799 66,482 Corporate administrative (15,239) 26,374 19,548 (10,879) Consulting fees 408,933 - 160,796 - Professional services 39,411 45,561 9,885 8,978 Investor relations 31,340 7,417 5,405 (67,861) Merchant card processing costs 33,405 33,058 9,943 10,519 830,628 473,252 312,476 55,339 (461,784) 312,393 (66,599) 604,767 Interest expense – net (279,279) (173,583) (134,079) (995) Accretion expense - (208,894) - 275 Income (loss) from operations (741,063) (70,084) (200,678) 604,047 Accumulated other comprehensive income (loss) - foreign currency fluctuation (206,961) 111,781 136,714 (80,456) Income (loss) and comprehensive income (loss) for the nine months $ (948,024) 41,697 $ (63,964) $ 523,591 Loss per common share - basic and diluted $ (0.05) $ - $ - $ 0.03 Weighted average number of common shares --- outstanding - basic and diluted 19,331,038 19,331,038 19,331,038 19,331,038 The accompanying notes are an integral part of these consolidated statements. For the nine months ended For the three months ended ZOOMAWAY TECHNOLOGIES INC. (FORMERLY ZOOMAWAY TRAVEL INC.) CODENSED INTERIM STATEMENTS OF CASH FLOWS (Expressed in US Dollars) For the Nine Months Ended September 30, September 30, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Loss for the period $ (741,063) $ (70,084) Items not involving cash: Depreciation 299 299 Accretion expense - 208,894 Accrued interest 244,173 - Changes in non-cash operating working capital: Current assets - (35,601) Current liabilities 60,887 (51,771) Net cash flows provided by (used in) operating activities (435,704) 51,737 CASH FLOWS FROM INVESTING ACTIVITIES Investments purchased (161,250) - Net cash flows used in investing activities (161,250) - CASH FLOWS FROM FINANCING ACTIVITIES Payments on loans & leases - (16,285) Proceeds from loans 714,169 - Payments to related parties - (2,000) Net cash flows provided by (used in) financing activities 714,169 (18,285) Effect of foreign exchange rate changes on cash balances (5,082) 12,045 Increase (decrease) in cash 112,133 45,497 Cash, beginning of period 33,043 24,471 Cash, end of period $ 145,176 $ 69,968 Supplementary information: Interest paid $ 29,325 $ 173,583 Income taxes paid $ - $ - There were no non-cash financing and investing transactions for the nine months ended September 30, 2025 and 2024 The accompanying notes are an integral part of these consolidated statements. ZOOMAWAY TECHNOLOGIES INC. (FORMERLY ZOOMAWAY TRAVEL INC.) CONDENSED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIENCY (Expressed in US Dollars) For the Periods Ended Subscription AOCL - Shares Amount Receivable Reserves Foreign Exchange Deficit Total December 31, 2023 balance 19,331,038 $ 24,823,438 $ (20,636) $ 678,027 $ (30,330) $ (32,083,730) $ (6,633,231) Comprehensive income - - - - 111,781 - 111,781 Net income - - - - - (70,084) (70,084) September 30, 2024 balance 19,331,038 $ 24,823,438 $ (20,636) $ 678,027 $ 81,451 $ (32,153,814) $ (6,591,534) Comprehensive income - - - - 386,573 - 386,573 Net loss - - - - - (1,303,946) (1,303,946) December 31, 2024 balance 19,331,038 $ 24,823,438 $ (20,636) $ 678,027 $ 468,024 $ (33,457,760) $ (7,508,907) Comprehensive loss - - - - (206,960) - (206,960) Net loss - - - - - (741,063) (741,063) September 30, 2025 balance 19,331,038 $ 24,823,438 $ (20,636) $ 678,027 $ 261,064 $ (34,198,823) $ (8,456,930) The accompanying notes are an integral part of these consolidated statements. Capital Stock ZOOMAWAY TECHNOLOGIES INC. (FORMERLY ZOOMAWAY TRAVEL INC.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in US Dollars) For the nine months ended September 30, 2025 1. NATURE AND CONTINUANCE OF OPERATIONS AND GOING CONCERN ZoomAway Technologies Inc. (formerly Zoomaway Travel Inc.) (“ZoomAway” or “ZMA” or the "Company") was incorporated under the laws of British Columbia on May 14, 1987. The registered address, head office, principal address and records office of the Company are located at 2600 Mill St. #400, Reno, Nevada, USA 89502. ZoomAway as an online travel company, providing business and leisure travelers with tools and information to research, plan, book and experience travel and destination services. In 2021, the Company changed its name from Zoomaway Travel Inc. to ZoomAway Technologies Inc. All references to number of common sh --- ares and per share amounts have been retroactively restated to reflect the consolidation. Going Concern At September 30, 2025, the Company had cash of $145,176, loss from operations for the period of $741,063, working capital deficit of $8,619,478, and an accumulated deficit of $34,198,823. Currently, the Company is in arrears on payroll taxes of $76,603 which could result in adverse actions by regulatory agencies such as seizure of bank accounts. The Company has entered into several loan arrangements to assist in continued operations (Note 5). In view of these conditions, the ability of the Company to continue as a going concern is dependent upon achieving a profitable level of operations or obtaining the necessary financing to fund ongoing operations. Historically, the Company has relied upon funds from the sale of shares of stock, issuance of promissory notes and loans from its shareholders and private investors to finance its operations and growth. Management is planning to raise additional funds for working capital through loans and/or additional sales of its common stock. However, there is no assurance that the Company will be successful in raising additional capital or that such additional funds will be available on acceptable terms, if at all. Should the Company be unable to raise this amount of capital, its operating plans will be limited to the amount of capital that it can access. Management acknowledges these material uncertainties may cast significant doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements. On May 6, 2024, the Company announced an intention to pursue with the TSXV a Change of Business. The Board decided that changing from a technology issuer to an investment issuer would be in the best interest of the Company. A preliminary discussion occurred between the Company and the TSXV. At this time, no definitive decisions have been made. Trading in the security has been halted and will remain halted until the proposed change is instituted or abandoned. If the Company is successful in this endeavor, management believes that the issues creating the going concern will be resolved. 2. BASIS OF PRESENTATION These consolidated financial statements, including comparatives have been prepared using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit or loss, which are stated at their fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information. The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements. ZOOMAWAY TECHNOLOGIES INC. (FORMERLY ZOOMAWAY TRAVEL INC.) NOTES TO THE CONSOLIDAT --- ED FINANCIAL STATEMENTS (Expressed in US Dollars) For the nine months ended September 30, 2025 2. BASIS OF PRESENTATION (Cont’d…) Basis of consolidation These consolidated financial statements consolidate the accounts of the Company and its wholly owned subsidiary, ZoomAway, Inc. (“ZoomAway”). Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The subsidiary is fully consolidated from the date on which control is obtained by the Company and is de-consolidated from the date control ceases. Intercompany transactions and balances are eliminated. Currency of presentation The Company’s presentation currency is the United States (“US”) dollar. All amounts are expressed in US dollars, unless otherwise stated. References to CAD or CAD$ are to Canadian dollars. Critical Accounting Estimates The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported expenses during the period. Actual results could differ from these estimates. Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following: Critical accounting estimates i. Stock-based compensation is subject to estimation of the value of the award at the date of grant using pricing models such as the Black-Scholes option valuation model. The option valuation model requires the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s stock options have characteristics significantly different from those of traded options and because the subjective input assumptions can materially affect the calculated fair value, such value is subject to measurement uncertainty. ii. The determination of income tax is inherently complex and requires making certain estimates and assumptions about future events. While income tax filings are subject to audits and reassessments, the Company has adequately provided for all income tax obligations. However, changes in facts and circumstances as a result of income tax audits, reassessments, jurisprudence and any new legislation may result in an increase or decrease in our provision for income taxes. Critical accounting judgments i. The functional currency for the Company’s subsidiary is the currency of the primary economic environment in which the entity operates. The Company has determined that the functional currency of ZoomAway is the US dollar. Assessment of functional currency involves certain judgements to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment. The functional currency for the parent entity is the CAD$. ii. Going concern: Assessing the Company’s ability to continue as a going concern requires management to estimate future cash flows and other future events, the outcome of which is uncertain. ZOOMAWAY TECHNOLOGIES INC. (FORMERLY ZOOMAWAY TRAVEL INC.) N --- OTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in US Dollars) For the nine months ended September 30, 2025 3. MATERIAL ACCOUNTING POLICIES Stock-based compensation The Company grants stock options and incentive shares to acquire common shares of the Company to directors, officers, employees and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes or provides services similar to those performed by an employee. The fair value of stock options is measured on the date of grant, using the Black-Scholes option pricing model, and is recognized over the vesting period. Consideration paid for the shares on the exercise of stock options is credited to capital stock. In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the stock-based compensation. Otherwise, stock-based payments are measured at the fair value of goods or services received. Property and equipment Property and equipment are stated at cost. The Company's policy is to depreciate property and equipment over the estimated useful lives of the assets using straight line. The estimated useful lives by classification are as follows: Computer Equipment 5 years Leased Equipment Life of lease Furniture & fixtures 5 years Repair and maintenance costs are charged to operations as incurred and major improvements are capitalized. Revenue Recognition The Company recognizes revenue when it is earned and realizable based on the following criteria: persuasive evidence of an arrangement exists, services have been rendered, the price is fixed and determinable, and collectability is reasonably assured. The Company has adopted the standards under IFRS 15, Revenue from Contracts with a Customer. Revenue is reported on a net basis as the purchase price received from the customer for the travel experience less the portion of the purchase price that is payable to the featured vendor. Revenue is presented on a net basis because the Company is acting as a marketing agent of the vendor in those transactions. Gross billings are the deposits the Company receives from its customers at the point of booking and are treated as customer deposits until services are rendered, whereas costs of sales are the amount the Company pays its supplier vendors. When evaluating presentation of revenue, the Company looks at whether the transaction represents a principal or agency relationship. A party is considered a principal if: • The entity has the primary responsibility for providing the services to the customer, • The entity has inventory risk before or after the customer order, during shipping or return, • The entity has latitude in establishing prices, either directly or indirectly, • The entity bears the customer’s credit risk on the receivable due from the customer. The Company obtains revenue primarily from the sale of hotel rooms and amenities (golf, ski and spa packages). These services are provided by supplier vendors at the time the services are to be rendered and are the responsibility of the supplier vendor. Control of inventory is further managed by the supplier vendor. Due to the nature of the arrangements, the Company is subject to negligible receivables risk as cash is received in advance. As a result, the Company is considered the agent in these revenue transactions. Income ta --- xes Income tax on the profit or loss for the years presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized ZOOMAWAY TECHNOLOGIES INC. (FORMERLY ZOOMAWAY TRAVEL INC.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in US Dollars) For the nine months ended September 30, 2025 3. MATERIAL ACCOUNTING POLICIES (Cont’d…) in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years. Deferred tax is recorded using the consolidated statement of financial position liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting or taxable loss; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of consolidated financial position date. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, it does not recognize a deferred tax asset. Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay the related dividend. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis. Foreign exchange Transactions in currencies other than the functional currency are recorded at the rate of exchange prevailing on the date of the transaction. Monetary assets and liabilities that are denominated in foreign currencies are translated at the rate prevailing at each reporting date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date the fair value was determined. Non-monetary items that are measured at historical cost in a foreign currency are translated at the exchange rate on the date of the transaction. Foreign currency translation differences are recognized in the consolidated statement of loss and comprehensive loss. Impairment of tangible and intangible assets At the end of each reporting period, the Company’s assets are reviewed to determine whether there is any indication that those assets may be impaired. If such an indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. For the purpose of measuring recoverable amounts, assets are grouped at the --- lowest levels for which these are separately identifiable cash flows (cash generating units or CGU’s). The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash generating unit to which the asset belongs. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss. ZOOMAWAY TECHNOLOGIES INC. (FORMERLY ZOOMAWAY TRAVEL INC.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in US Dollars) For the nine months ended September 30, 2025 3. MATERIAL ACCOUNTING POLICIES (cont’d…) Loss per share Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted loss per share is computed similar to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods. Financial instruments The classification and measurement of financial assets is based on the Company’s business models for managing its financial assets and whether the contractual cash flows represent solely payments of principal and interest (“SPPI”). Financial assets are initially measured at fair value and are subsequently measured at either (i) amortized cost; (ii) fair value through other comprehensive income, or (iii) at fair value through profit or loss. Amortized cost Financial assets classified and measured at amortized cost are those assets that are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and the contractual terms of the financial asset give rise to cash flows that are SPPI. Financial assets classified at amortized cost are measured using the effective interest method. Fair value through other comprehensive income (“FVTOCI”) Financial assets classified and measured at FVTOCI are those assets that are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise to cash flows th --- at are SPPI. This classification includes certain equity instruments where IFRS 9 allows an entity to make an irrevocable election to classify the equity instruments, on an instrument-by-instrument basis, that would otherwise be measured at FVTPL to present subsequent changes in FVTOCI. Fair value through profit or loss (“FVTPL”) Financial assets classified and measured at FVTPL are those assets that do not meet the criteria to be classified at amortized cost or at FVTOCI. This category includes debt instruments whose cash flow characteristics are not SPPI or are not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell the financial asset. The following table summarizes the classification of the Company’s financial instruments under IFRS 9: IFRS 9 Classification Financial assets Cash Amortized cost Receivables Amortized cost Due from related party Amortized cost Financial liabilities Accounts payable and accrued Amortized cost liabilities Due to related parties Amortized cost Loans payable Amortized cost ZOOMAWAY TECHNOLOGIES INC. (FORMERLY ZOOMAWAY TRAVEL INC.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in US Dollars) For the nine months ended September 30, 2025 3. MATERIAL ACCOUNTING POLICIES (Cont’d…) Impairment of financial assets An expected credit loss (“ECL”) model applies to financial assets measured at amortized cost, contract assets and debt investments at FVOCI, but not to investments in equity instruments. The Company's financial assets measured at amortized cost and subject to the ECL model consist primarily of receivables. Leases The Company leases some items of property and equipment. Under IFRS 16 Leases (“IFRS 16”), the Company assesses whether a contract to rent an item of property and equipment is, or contains, a lease. For contracts that are, or contain, leases, the Company recognizes a right-of-use asset and lease liability at the commencement date. Pursuant to IFRS 16 lessee accounting model, the right-of-use asset is initially measured at cost, which includes the initial amount of the liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and estimates of costs to remove or dismantle the underlying asset or to restore the underlying asset or site on which the asset is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method. The lease liability is initially measured at the present value of the lease payments that are not paid as of the lease commencement date, discounted using the rate implicit in the lease or, if the implicit rate cannot be readily determined, the Company’s incremental borrowing rate. The measurement of lease liabilities includes the following types of lease payments: 1) fixed payments, including in-substance fixed payments; 2) variable lease payments that depend on an index or rate, initially measured using the index or rate as of the commencement date; 3) amounts expected to be payable under any residual value guarantees; and 4) exercise price for options that the Company is reasonably certain to exercise for an extension or option to buy, and penalties for early termination of a lease unless the Company is reasonably certain that it will not terminate the lease early. The lease liability is measured at amortized costs using the effective interest method. The --- lease liability is remeasured in the following circumstances: 1) if there is a change in the future lease payments resulting from a change in index or rate; 2) if there is a change in the Company’s estimation of the amount expected to be payable under a residual value guarantee; and 3) if the Company changes its assessment of whether it will exercise an option to purchase, extend or terminate. The Company has elected not to recognize right-of-use assets and liabilities for short-term leases that have a term of 12 months or less and for low-value assets. New accounting standards Revised IFRS, interpretations and amendments Amendment to Disclosure of Accounting Policy Information — IAS 1 Presentation of financial statements In February 2021, the International Accounting Standards Board ("IASB") issued amendments to IAS 1 Presentation of Financial Statements that aim to assist companies in providing more relevant and company-specific disclosures of accounting policies. The amendments require companies to disclose 'material' accounting policies rather than ZOOMAWAY TECHNOLOGIES INC. (FORMERLY ZOOMAWAY TRAVEL INC.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in US Dollars) For the nine months ended September 30, 2025 3. MATERIAL ACCOUNTING POLICIES (Cont’d…) 'significant' accounting policies. The amendments clarify that accounting policy information is material if, when considered together with other information, it can be reasonably expected to influence decisions that the primary users of the financial statements make. Furthermore, accounting policy information may be material based on nature, even if the amounts are not material. The amendments are effective for annual periods beginning on January 1, 2023. Their adoption did not have a significant impact on the disclosures made in these consolidated financial statements. There are no other IFRS or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company. Application of new and amended standards and interpretations The amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s consolidated financial statements are disclosed below. The Company intends to adopt these amended standards and interpretations, if applicable, when they become effective. Amendments to IAS 1: Classification of Liabilities as Current or Non-current In January 2020, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments are effective for annual reporting periods beginning on or after 1 January 2024 and must be applied retrospectively. The amendments are not expected to have a material impact on the Company’s consolidated financial statements. New standards not yet adopted There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Company has decided not to adopt early. The following amendments are effective for the period beginning January 1, 2024: • Liability in a Sale and Leaseback (Amendments to IFRS 16 Leases); • Classification of Liabilities as Current or Non-Current (Amendments to IAS 1 Presentation of Financial Statements); • Non-current Liabilities with Covenants (Amendments to IAS 1 Presentation of Financial Statements); and • Supplier Finance Arrangements (Amendments --- to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures) The following amendments are effective for the period beginning January 1, 2025: • Lack of exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates); The Company is currently assessing the impact of these new accounting standards and amendments. The Company does not expect any other standards issued by the IASB, but are yet to be effective, to have a material impact on the Company. ZOOMAWAY TECHNOLOGIES INC. (FORMERLY ZOOMAWAY TRAVEL INC.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in US Dollars) For the nine months ended September 30, 2025 4. CAPITAL STOCK AND RESERVES Authorized Unlimited common shares without par value. Stock Buy Back On June 7, 2021, the Company announced that the TSXV had accepted the Company’s Notice of Intention to Make a Normal Course Issuer Bid relating to the purchase for cancellation of up to 852,001 common shares, representing approximately 5% of the Company’s then issued and outstanding common shares. The bid commenced on June 8, 2021 and terminated on June 7, 2022. In fiscal year 2022, the Company acquired 81,500 common shares pursuant to the normal course issuer bid, which common shares have been returned to treasury for cancellation. Loans Payable – On December 30, 2020, the Company secured a loan facility for the principal amount of US$5 million (equivalent CDN $6.38 million as per contract) with a related party, AIP Convertible Private Debt Fund LP (AIP). The Facility originally matured on December 30, 2022, bears interest at the rate of 5% per annum and is secured by a general security agreement on all of the present and future assets of the Company Subsequent to year end, this loan was extended with a revised maturity date of September 30, 2023. Upon closing of the Facility, the Company paid to AIP (i) a due diligence fee of US$100,000; (ii) a facility fee of US$100,000; and (iii) a closing payment of US$1,800,000 included in transactions costs to be accreted over the term of the loan. $5 million USD is payable on an extended month-to-month basis pending the upcoming proposed transaction. On August 4, 2022, the Company closed a bridge loan facility for the principal amount of US $500,000 with AIP Convertible Private Debt Fund LP (“AIP”). The facility bears interest at a rate of 12% per annum and was maturing on December 31, 2022. Subsequent to the year end, the loan was extended with a revised maturity date of September 30, 2023, at which time the entire principal balance is due along with any outstanding interest. On October 24th, 2023, the Company additionally announced that the AIP Convertible Debt Fund LP (“AIP”) has provided an extension on its Notes to an extended month-to-month basis pending the upcoming proposed transaction. On August 21, 2023, the Company closed a bridge loan facility for the principal amount of US $400,000 with AIP Convertible Private Debt Fund LP (“AIP”). The facility bears interest at a rate of 12% per annum and is payable to AIP on an extended month-to-month basis pending the upcoming proposed transaction. On March 12, 2025, the Company closed a bridge loan facility for the principal amount of US$161,250 with AIP Convertible Private Debt Fund LP (“AIP”). The facility bears interest at a rate of 5% per annum and is payable to AIP on or before maturity on December 12, 2025. On September 29, 2025, the Company closed a bridge loan facility for the prin --- cipal amount of CDN $790,000 with AIP Convertible Private Debt Fund LP (“AIP”). The facility bears interest at a rate of 12% per annum and is payable to AIP on an extended month-to-month basis pending the upcoming proposed transaction. Private Placement On November 20th, 2023, the Company closed a non-brokered private placement with AIP which subscribed for 3,000,000 units of the Company at a price of CDN$0.05 per unit for total gross proceeds of CDN$150,000.00 (the “Private Placement”). In connection with the private placement, each unit consists of one (1) common share and one (1) common share purchase warrant in the Capital of the Company. Each warrant is exercisable to purchase one common share at a price of CDN$0.05 until November 20, 2028. ZOOMAWAY TECHNOLOGIES INC. (FORMERLY ZOOMAWAY TRAVEL INC.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in US Dollars) For the nine months ended September 30, 2025 4. CAPITAL STOCK AND RESERVES (Cont’d) The fair value of the warrants was estimated using the Black-Scholes formula and the following inputs: Estimated fair value per common share 0.07 $ Exercise price of the warrant 0.05 $ Expected volatility of the underlying common share 166.49% Expected life of the warrant 5 years Expected dividend yield 0.00% Risk-free interest rate 3.69% Estimated fair value per warrant 0.07 $ Stock options The Company has adopted an incentive stock option plan (the “New Plan”) dated for reference May 22, 2012 which provides that the board of directors may from time to time, in its discretion, and in accordance with the TSX-V requirements, grant to directors, officers and consultants of the Company, non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the issued and outstanding common shares at the time of such grant. Pursuant to the New Plan all options expire on a date not later than 10 years after the date of grant of an option. Vesting terms will be determined at the time of grant by the board. Under the terms of the Company stock option plans as approved and confirmed by shareholders, the Company maintains flexibility as the plan currently allows up to 1,933,103 shares underlying stock options to be granted. As at September 30, 2025, warrants were outstanding and exercisable as follows: Exercise Price Number CAD$ Expiry Date Warrants 7,301,852 0.45 February 16, 2026 3,000,000 0.05 November 20, 2028 10,301,852 0.33 Warrant activity is presented below: Weighted Avg Price CAD$ Outstanding Dec 31, 2023 10,301,852 0.33 Outstanding Sep 30, 2025 10,301,852 0.33 ZOOMAWAY TECHNOLOGIES INC. (FORMERLY ZOOMAWAY TRAVEL INC.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in US Dollars) For the nine months ended September 30, 2025 5. CAPITAL MANAGEMENT The Company defines capital as all components of shareholders’ deficiency and loans. The board of directors does not define a quantitative return on capital criteria for management due to the nature of the Company’s business. The Company does not pay dividends. The Company is not subject to any externally imposed capital requirements. The Company has raised capital to fund its corporate and operational costs through the sale of its common shares or through debt. The Company’s overall strategy remains unchanged from 2022. 6. RELATED PARTY TRANSACTIONS Related party transactions not disclosed elsewhere included in expenses for the period ended September 30, 2025, inc --- lude management fees of $132,000 (September 30, 2024 - $144,000) charged by officers and directors of the Company and Nil (September 30, 2024 - Nil) in stock-based compensation for stock options granted and vested to directors and officers of the Company. There was $0 due to officers and directors as at September 30, 2025 (September 30, 2024 - $2,805 included in accounts payable and accrued liabilities. There was $67,527 (September 30, 2024 - $41,959) due to a former director as at September 30, 2025 as a loan. The remuneration of directors and officers, defined as members of key management personnel, during the nine months ended September 30, 2025 and 2024 are as follows: 2025 2024 Stock-based compensation Management, consulting and director fees $ - 132,000 $ - 144,000 $ 132,000 $ 144,000 ZOOMAWAY TECHNOLOGIES INC. (FORMERLY ZOOMAWAY TRAVEL INC.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in US Dollars) For the nine months ended September 30, 2025 7. FINANCIAL INSTRUMENTS Fair values: Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 – Inputs that are not based on observable market data. The fair value of the Company’s financial instruments, represented by cash, receivables, due from related party, accounts payable and accrued liabilities, loans payable and due to related parties approximate their carrying values due to their immediate or short-term to maturity. Credit risk: Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s cash is held at large Canadian and United States financial institutions. The Company has no investment in asset backed commercial paper. The Company’s receivables consist of GST receivable due from the government of Canada, accrued interest due from the Company’s bank, and amounts due from the Company’s customers and suppliers. Currency risk: The results of the Company’s operations are exposed to currency fluctuations. The fluctuation of the US dollar in relation to the Canadian dollar will have an impact upon the financial results of the Company. A 1% increase or decrease in the exchange rate of the US dollar against the Canadian dollar would result in a $15,721 increase or decrease respectively ($14,746 as at December 31, 2022), in the Company’s CAD net assets. Management has not entered into any derivative contracts to manage foreign exchange risk at this time. The Company is exposed to foreign currency risk on fluctuations related to cash, receivables and liabilities that are denominated in a foreign currency. Interest rate risk: The Company is exposed to interest rate risk to the extent that the cash maintained at financial institutions is subject to a floating rate of interest. The interest rate risks on cash and on the Company’s obligations are not considered significant as they are all at fixed interest rates. Price risk: The Company is not exposed to significant price risk. Liquidity risk: Liquidity risk is the risk that the Company will not be able to meet its financial o --- bligations as they become due. The Company’s approach to managing liquidity risk is to try and have sufficient liquidity to meet liabilities when due. To maintain liquidity, the Company is currently investigating alternative financing opportunities. ZOOMAWAY TECHNOLOGIES INC. (FORMERLY ZOOMAWAY TRAVEL INC.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in US Dollars) For the nine months ended September 30, 2025 8. SEGMENTED INFORMATION The Company currently has a single operating segment, which consists of tourism and tour marketing specifically focused in the United States. The Company’s operating segments represent the components of the business whose operating results are reviewed regularly by the Company’s chief operating decision makers, which is made up of the Company’s senior management. All of the Company's revenues are earned, and non-current assets are located in the United States. 9. SUBSEQUENT EVENTS There are no subsequent events in the interval between the end of the financial period and the date of this report, which would be material or unusual in nature, and likely to affect significantly the operations of the Company, the results of those operations, or the state of affairs of the Company as at September 30, 2025.