Original News Release
SEDAR Interim Financial Statements
BIRCHTREE INVESTMENTS LTD. CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2025 AND 2024 (EXPRESSED IN CANADIAN DOLLARS) (UNAUDITED) Birchtree Investments Ltd. Condensed Interim Statements of Financial Position (Expressed in Canadian Dollars) (Unaudited) ________________________________________________________________________________________________ 1 The accompanying notes are an integral part of these condensed interim financial statements Birchtree Investments Ltd. Condensed Interim Statements of Income (Loss) and Comprehensive Income (Loss) (Expressed in Canadian Dollars) (Unaudited) ________________________________________________________________________________________________ 2 The accompanying notes are an integral part of these condensed interim financial statements Birchtree Investments Ltd. Condensed Interim Statements of Cash Flows (Expressed in Canadian Dollars) (Unaudited) ________________________________________________________________________________________________ 3 The accompanying notes are an integral part of these condensed interim financial statements Birchtree Investments Ltd. Condensed Interim Statements of Changes in Shareholders’ Equity (Expressed in Canadian Dollars) (Unaudited) _______________________________________________________________________________________________________________________________ 4 The accompanying notes are an integral part of these condensed interim financial statements Birchtree Investments Ltd. Notes to Condensed Interim Financial Statements For the Three Months Ended November 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) ________________________________________________________________________________________________ 5 1. NATURE OF OPERATIONS AND GOING CONCERN Birchtree Investments Ltd. (previously Greenridge 4.0 Acquisitions Corp.) ("Birchtree" or the "Company") was incorporated under the Business Corporations Act (British Columbia) on February 2, 2021. The registered head office of the Company is 2900-550 Burrard Street, Vancouver, BC V6C 0A3, Canada. The Company is an investment company with the long-term goal of divesting its investment assets at a profit with a focus on (i) early stages of a target company’s development, (ii) technologies that are developed and validated but may be in the early stage of commercialization, or (iii) target companies that require strategic guidance and thus are undervalued. The Company filed a notice of alteration of its articles in order to change its name to “Birchtree Investments Ltd.” on June 23, 2021 in order to coincide with the voluntary dissolution of its subsidiary, Birchtree Investments Limited ("Limited"). Limited was incorporated under the Business Corporations Act (British Columbia) on January 29, 2021 and was voluntarily dissolved on June 9, 2021. On May 18, 2021, pursuant to a share exchange agreement Birchtree issued 54,100,000 common shares as consideration for acquisition of the 54,100,000 outstanding common shares in the capital of Limited. The acquisition was accounted for as a reverse takeover ("RTO") whereby Limited was identified as the acquirer for accounting purposes and the resulting condensed interim financial statements are presented as a continuance of Limited. The Company began trading on the Canadian Securities Exchange (“CSE”) under the trading symbol "BRCH" as of market open on March 1, 2023. These condensed interim financial statements have been prepared on a going
---
concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. For the three months ended November 30, 2025, the Company reported a net loss of $784,767 (three months ended November 30, 2024 - net loss of $2,332,329) and had a cash outflow from operating activities of $213,367 (three months ended November 30, 2024 - cash inflow of $174,295). The Company has a cash balance of $695,497 (August 31, 2025 - $7,695). The Company's ability to continue as a going concern is dependent upon its ability to develop and maintain profitable operations or to obtain additional financing. However, there is no assurance that the outcome of these matters will be successful and, as a result, there are material uncertainties that might cause significant doubt regarding the going concern assumption. These condensed interim financial statements do not give effect to any adjustments which would 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 condensed interim financial statements. Such adjustments could be material. 2. BASIS OF PREPARATION Statement of compliance The Company applies International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (“IASB”). These condensed interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements. The same accounting policies and methods of computation are followed in these condensed interim financial statements as compared with the most recent annual financial statements as at and for the year ended August 31, 2025. Any subsequent changes to IFRS that are given effect in the Company’s annual financial statements for the year ending August 31, 2026 could result in restatement of these condensed interim financial statements. These condensed interim financial statements were approved and authorized for issuance by the Board of Directors on January 29, 2026. Accounting standards issued and adopted The Company has evaluated new and amended standards issued by the IASB that are effective for annual reporting periods beginning on or after September 1, 2025, and has determined that they are not applicable to the Company's operations or do not have a material impact on its financial statements. Birchtree Investments Ltd. Notes to Condensed Interim Financial Statements For the Three Months Ended November 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) ________________________________________________________________________________________________ 6 3. INVESTMENTS The Company’s investments are financial instruments and have been classified at fair value through profit and loss with gains and losses recorded in net income. Investment transactions are recorded on a trade date basis. Ehave, Inc. ("Ehave") As at August 31, 2025 and November 30, 2025, the Company had 1,743,861 common shares of Ehave. There were no transactions involving Ehave during the three months ended November 30, 2025. The investment in common shares is considered Level 1 in the fair value hierarchy. As a result of changes in the fair market value of t
---
he shares held in Ehave an unrealized loss of $1,344 (November 30, 2024 – unrealized gain of $795) has been recorded in the condensed interim statements of income (loss) and comprehensive income (loss) during the three months ended November 30, 2025. Boba Mint Holdings Ltd. ("Boba Mint") As at August 31, 2025 and November 30, 2025, the Company had 1,765,000 common shares of Boba Mint. There were no transactions involving Boba Mint during the three months ended November 30, 2025. The investment in these common shares is considered Level 1 in the fair value hierarchy. As a result of changes in the fair market value of Boba Mint an unrealized loss of $202,975 (November 30, 2024 – unrealized gain of $55,000) has been recorded in the condensed interim statements of income (loss) and comprehensive income (loss) during the three months ended November 30, 2025. American Aires Inc. ("American Aires") As at August 31, 2025, the Company held 6,024,615 common shares and 4,824,587 warrants of American Aires. During the three months ended November 30, 2025, the Company had the following transactions with respect to American Aires: • In September, October and November 2025, the Company sold 563,000 common shares of American Aires for total proceeds of $41,170, realizing a loss of $21,617. The investment in common shares is considered Level 1 in the fair value hierarchy. As a result of changes in the fair market value of the shares held in American Aires a combined unrealized and realized loss of $411,517 (November 30, 2024 – unrealized loss of $960,185) has been recorded in the condensed interim statements of income (loss) and comprehensive income (loss) during the three months ended November 30, 2025. The investment in warrants is considered Level 2 in the fair value hierarchy. As a result of changes in the fair Birchtree Investments Ltd. Notes to Condensed Interim Financial Statements For the Three Months Ended November 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) ________________________________________________________________________________________________ 7 market value of the warrants held in American Aires an unrealized loss of $73,916 (November 30, 2024 – unrealized loss of $1,302,527) has been recorded in the condensed interim statements of income (loss) and comprehensive income (loss) during the three months ended November 30, 2025. As there is no active market for these warrants, the Black-Scholes valuation model was used to calculate fair value as at November 30, 2025 with the following assumptions: share price of $0.0550 per common share, expected dividend yield of 0%, expected volatility of 126%, risk-free rate of 2.17%, exercise price $0.25 and expected life of 0.22 years. Firstpayment Inc. ("Firstpayment") As at August 31, 2025 and November 30, 2025, the Company had 600,000 common shares of Firstpayment. There were no transactions involving Firstpayment during the three months ended November 30, 2025. The investment in these common shares is considered Level 3 in the fair value hierarchy as Firstpayment is a private company. As a result of changes in the fair market value of Firstpayment an unrealized gain/loss of $nil (November 30, 2024 - $nil) has been recorded in the condensed interim statements of income (loss) and comprehensive income (loss) during the three months ended November 30, 2025. Somerset Energy Partners ("Somerset") As at August 31, 2025 and November 30, 2025, the Company had 1,670,000 common shares of
---
Somerset. There were no transactions involving Somerset during the three months ended November 30, 2025. The investment in these common shares and warrants is considered Level 3 in the fair value hierarchy as Somerset is a private company. As a result of changes in the fair market value in Somerset common shares an unrealized gain/loss of $nil (November 30, 2024 – $nil) has been recorded in the condensed interim statements of income (loss) and comprehensive income (loss) during the three months ended November 30, 2025. 13 Specialty Corp. (“13 Specialty”, formerly Valkyrie Specialty Corp.) On March 29, 2024, the Company acquired an aggregate of 795,926 common shares in the capital of a private British Columbia company that is the sole shareholder of 13 Specialty Corp. Pursuant to a share exchange agreement (the “SEA”) dated March 23, 2024, the Company issued to 13 Specialty an aggregate of 5,000,000 common shares at a deemed price of $0.115 per share, in exchange for 425,926 common shares of 13 Specialty at a deemed price of $1.35 per share. In addition, the Company subscribed for an additional 370,000 common shares in the capital of 13 Specialty at a price of $1.35 per share for $499,500. The investment in these common shares is measured at Level 3 in the fair value hierarchy as 13 Specialty is a private company. As there have been no changes in the fair market value of 13 Specialty, gain/loss of $nil has been recorded in the statements of income (loss) and comprehensive income (loss) during the three months ended November 30, 2025. 4. SHARE CAPITAL (a) Authorized share capital The Company is authorized to issue an unlimited number of common shares without par value. (b) Common shares issued On October 31, 2025, the Company completed a non-brokered private placement, raising $860,000 through the issuance of 43,000,000 common shares at a price of CAD $0.02 per share. The net proceeds from the offering will be used for general corporate purposes, working capital, and potential new investments. Birchtree Investments Ltd. Notes to Condensed Interim Financial Statements For the Three Months Ended November 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) ________________________________________________________________________________________________ 8 On May 8, 2024, the Company granted 12,200,000 restricted stock units (“RSUs”) to its directors and officers, 50% of which vested immediately and the remaining 50% vested 9 months from the grant date. The share-based compensation of $100,562 was recorded in the statement of income (loss) and comprehensive income (loss) during the three months ended November 30, 2024. 5. STOCK OPTIONS The Company has adopted an incentive stock option plan. Options may be granted for a maximum term of ten years from the date of the grant. They are not transferable. Unless the Board determines otherwise, options shall be exercisable in whole or in part at any time during this period. Options expire within 90 days of termination of employment or holding office as director or officer of the Company and, in the case of death, expire within a maximum period of one year after such death, subject to the expiry date of the option. The following table reflects stock options outstanding as at November 30, 2025: 6. GAIN (LOSS) PER SHARE Basic income (loss) per share is computed using the weighted average number of common shares outstanding during the year. The treasury stock method is used for the calculation o
---
f diluted income per share, whereby all “in the money” stock options and share purchase warrants are assumed to have been exercised at the beginning of the period and the proceeds from their exercise are assumed to have been used to purchase common shares at the average market price during the period. When a loss is incurred during the period, basic and diluted loss per share are the same, as the inclusion of stock options and warrants is anti-dilutive. 7. FINANCIAL INSTRUMENTS AND OBJECTIVES AND POLICIES Risk Management In the normal course of business, the Company is exposed to a number of risks that can affect its operating performance. These risks, and the actions taken to manage them, are as follows: Birchtree Investments Ltd. Notes to Condensed Interim Financial Statements For the Three Months Ended November 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) ________________________________________________________________________________________________ 9 Fair Values The Company has designated its cash as FVTPL which are measured at fair value. Fair value of cash is determined based on transaction value and is categorized as a Level 1 measurement. - Level 1- includes quoted prices (unadjusted) in active markets for identical assets or liabilities. - Level 2 - includes inputs that are observable other than quoted prices included in Level 1. - Level 3 - includes inputs that are not based on observable market data. The following tables present the Company's financial instruments that have been measured at fair value as at November 30, 2025 and August 31, 2025: The valuation of Level 3 investments involves significant judgment and the use of unobservable inputs. The fair value for each investment was determined using techniques consistent with the principles outlined in IFRS 13, as described below: 13 Specialty The fair value of the Company’s investment in 13 Specialty remains unchanged from the last year-end at $1.35 per share as at November 30, 2025. It was determined based on the price from the most recent private placement completed shortly after year-end, which represents an orderly transaction between market participants under current market conditions. The placement included an arm’s-length investor subscribing at $1.35 per share, which provides a relevant observable input under IFRS 13. As no adverse developments or contradictory information were identified between the reporting date and the transaction date, management considers this price to represent the best estimate of fair value at November 30, 2025. No adjustments were deemed necessary, as the transaction occurred in close proximity to the reporting period and aligned with observable market evidence. Firstpayment The fair value of the Company’s investment in Firstpayment remains unchanged from the last year-end at $0.05 per share as at November 30, 2025. During the three months ended November 30, 2025, Datametrex AI Limited (a publicly listed entity) announced its intention to acquire Firstpayment’s payment-processing assets through an asset purchase transaction, with consideration payable in Datametrex common shares at a deemed price of $0.10 per share. While this development may indicate potential future value, the transaction had not closed as of the date of these financial statements, remained subject to final agreements and conditions, and therefore does not represent an observable input available at the reporting date. Accordingly, no adjustment to fair
---
value was recorded. Management will reassess the valuation in future reporting periods as further information becomes available. Significant estimation uncertainty remains due to the absence of active operations and lack of observable market data. Somerset The fair value was determined based on the most recent financing completed during the three months ended November 30, 2025, in which Somerset issued convertible debentures with bonus shares at an effective equity pricing of approximately $0.20 per common share. This transaction represents an orderly, arm’s-length capital raise and provides the most relevant observable input for valuation purposes under IFRS 13. As no contradictory information or significant changes in circumstances were identified between the reporting date and the transaction date, management considers the implied $0.20 per share pricing to be the best estimate of fair value at November Birchtree Investments Ltd. Notes to Condensed Interim Financial Statements For the Three Months Ended November 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) ________________________________________________________________________________________________ 10 30, 2025. Fair value measurement remains subject to estimation uncertainty due to the early-stage nature of Somerset’s operations and the limited availability of market-based data. Key Inputs and Sensitivity Analysis The valuations incorporate the following significant unobservable inputs: • 13 Specialty: Recent private placement price (no adjustments applied) • Firstpayment: Management judgment on the potential for future business developments • Somerset: Recent private placement price (no adjustments applied) Changes in these inputs, particularly the completion of private placements or significant business developments, could materially affect the fair value. While specific sensitivity analyses have not been provided due to the binary nature of key inputs (e.g., occurrence of transactions or business milestones), future fair value measurements will reflect any observable changes in these assumptions. Valuation Methodology and Compliance These valuations are consistent with IFRS 13 principles, incorporating the most reliable information available at the reporting date. The use of recent transactions (13 Specialty, Somerset) and management judgment (Firstpayment) reflects fair value as defined by IFRS 13. Management regularly reviews valuations to ensure they remain reflective of market conditions and adjusts them as new information becomes available. Credit Risk Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. As at November 30, 2025, management believes that the credit risk with respect to cash and subscription receivable is minimal. Cash is held with reputable Canadian financial institutions, and receivables are from trusted institutions or individuals from which management believes the risk of loss to be minimal. Liquidity Risk Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if the Company's access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or matters specific to the Company. The Company generates cash flow primarily from its financing activities. As at November 30, 2025, the Compan
---
y had cash of $695,497 to settle current liabilities of $49,307 (excluding deferred revenue). All of the Company's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms. The Company regularly evaluates its cash position to ensure preservation and security of capital as well as liquidity. Market Risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market risk factors. Price risk Price risk is the risk that the value of financial instruments will fluctuate as a result of changes in market prices (other than those arising from interest rate risk or currency risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment. All investments present a risk of loss of capital. This risk is managed through a careful selection of investments and other financial instruments within the parameters of the investment strategies. Birchtree Investments Ltd. Notes to Condensed Interim Financial Statements For the Three Months Ended November 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) ________________________________________________________________________________________________ 11 Price risk typically arises from exposure to equity and commodity securities. If the prices on the respective exchanges for these securities increased or decreased by 10%, all other variables held constant the investment value could have increased or decreased by approximately $189,715 (August 31, 2025 - $269,736). 8. CAPITAL MANAGEMENT The Company’s objective when managing its capital is to ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future growth opportunities, and pursuit of accretive acquisitions and to maximize shareholder return through enhancing the share value. The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Company may manage its capital structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by management and the Board of Directors on an ongoing basis. The Company's ability to continue to carry out its planned activities is uncertain and dependent upon the continued financial support of its shareholders and securing additional financing. The Company considers its capital to be equity, which comprises share capital, contributed surplus and accumulated deficit, which as at November 30, 2025 totaled $2,406,409 (August 31, 2025 - $2,331,177). Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. 9. RELATED PARTY TRANSACTIONS Related parties include the Board of Directors, officers, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions. During the three months ended November 30, 2025, the Company incurred $10,170 (November 30, 2024 - $10,170) with respect to all accounting, bookkeeping and reporting performed in-house by one of the directors of the Company. Amount payable at November 30, 2025 is $10,170 (August 31, 2025 - $33,900) and included i
---
n accounts payable and accrued liabilities. During the three months ended November 30, 2025, the Company incurred professional fees of $33,900 to the CEO. As at November 30, 2025, CEO was owed $11,300 (August 31, 2025 - $124,300), with respect to services provided, and this amount was included in accounts payable and accrued liabilities. The CEO also acts as a chief financial officer of one portfolio investment company - American Aires Inc. On February 16, 2024, the Company entered into a consulting agreement with American Aires. The consulting agreement is for a period of 3 years and the Company is to act as consultant on various matters such as commercial sales strategy, capital markets support, assisting with due diligence packages for strategic partners, advising on large commercial engagements and other business areas. American Aires paid $360,000 to the Company as part of the consulting agreement, which has been recorded on the statement of financial position as deferred revenue. The deferred revenue will be gradually reduced and brought into income as services are performed by the Company. During the three months ended November 30, 2025, the Company recorded $30,000 (November 30, 2024 - $30,000) as consulting fee income and the remaining $145,000 is recorded as deferred revenue on the statement of financial position as at November 30, 2025 ($120,000 as current liability and $25,000 as long-term liability). 10. SUBSEQUENT EVENTS On December 30, 2025, the Company entered into a non-binding term sheet to acquire a 50% equity interest in Digital Motion Corporation, a private company based in Delaware. The proposed consideration consists of the issuance of common shares with a minimum value of US$10 million, subject to customary closing adjustments. The transaction remains subject to completion of due diligence, execution of a definitive agreement, and receipt of all required regulatory, board, shareholder, and stock exchange approvals. In connection with the term sheet, the Company advanced a refundable deposit of US$100,000, which is refundable if a definitive agreement is not executed by February 27, 2026, unless extended.
View at source ↗