Original News Release
SEDAR Interim Financial Statements
Veteran Capital Corp. Financial Statements For the three and nine-month periods ended September 30, 2025 and 2024 (Stated In Canadian Dollars) Notice of No Auditor Review of the Interim Financial Statements The accompanying unaudited condensed interim financial statements of the Corporation have been prepared by and are the responsibility of the Corporation’s management. The Corporation’s independent auditor has not performed a review of these financial statements in accordance with standards established by the CPA Canada for a review of interim financial statements by an entity’s auditor. The accompanying notes are an integral part of these financial statements 1 Veteran Capital Corp. Statement of Financial Position As at: Note September 30, 2025 December 31, 2024 Assets Current Cash 4 $ 42,843 $ 85,586 Total assets $ 42,843 $ 85,586 Liabilities and Shareholders’ Equity Current Liabilities Accounts payable and accruals $ 968 $ 8,552 Total liabilities $ 968 $ 8,552 Shareholders' Equity Share capital 3 $ 286,672 $ 286,672 Contributed surplus 3 28,696 28,696 Deficit (273,493) (238,334) Total shareholders’ equity 41,875 77,034 Total liabilities and shareholders’ equity $ 42,843 $ 85,586 Approved on behalf of the Board of Directors Signed “Grant MacKenzie” Signed “Tyler Rice” Director Director The accompanying notes are an integral part of these financial statements 2 Veteran Capital Corp. Statement of Loss and Comprehensive Loss Note For the three-month period ended September 30, 2025 For the nine-month period ended September 30, 2025 For the three-month period ended September 30, 2024 For the nine-month period ended September 30, 2024 Expenses Professional fees $ 5,755 22,257 $ 6,287 17,108 Listing fees 1,103 12,879 1,103 12,529 Service charges 7 23 21 38 Loss and comprehensive loss 6,865 35,159 7,411 29,675 Loss per share Basic and diluted $ 0.00 $0.01 $ 0.00 $0.01 Weighted average number of shares outstanding 3 4,450,000 4,450,000 4,450,000 4,450,000 The accompanying notes are an integral part of these financial statements 3 Veteran Capital Corp. Statement of Changes in Shareholders’ Equity For the three and nine-month periods ended September 30, 2025 and 2024 Share Capital ($) Contributed Surplus ($) Deficit ($) Shareholders’ Equity ($) Balance at January 1, 2025 286,672 28,696 (238,334) 77,034 Net loss and comprehensive loss - - (35,159) (35,159) Balance at September 30, 2025 286,672 28,696 (273,493) 41,875 Balance at January 1, 2024 286,672 28,696 (195,227) 120,141 Net loss and comprehensive loss - - (29,675) (29,675) Balance at September 30, 2024 286,672 28,696 (224,902) 90,466 The accompanying notes are an integral part of these financial statements 4 Veteran Capital Corp. Statement of Cash Flows Note For the three-month period ended September 30, 2025 For the nine-month period ended September 30, 2025 For the three-month period ended September 30, 2024 For the nine-month period ended September 30, 2024 Cash flows from operating activities: Net loss $ (6,865) $ (35,159) $ (7,411) $ (29,675) Add (deduct) non-cash items: Change in prepaids - - (1,206) (1,449) Change in accounts payable and accruals (1,027) (7,584) 367 (8,622) Cash flows used in operating activities (7,892) (42,743) (8,250) (39,746) Cash flows provided by financing activities - - - - Decrease in cash (7,892) (42,743) (8,250) (39,746) Cash beginning of period 50,735 85,586 97,634 129,130 Cash end of period $ 42,843 $ 42,843 $ 89,384 $ 89,384 Veteran Capital Corp. Notes
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to the Financial Statements For the three and nine-month periods ended September 30, 2025 and 2024 5 1. REPORTING ENTITY Veteran Capital Corp. (the "Company") was incorporated on January 26, 2021 by Certificate of Incorporation issued pursuant to the provisions of the Business Corporations Act (Alberta). The head office and registered office of the Company is located at 1400, 850 – 2nd St SW, Calgary, AB T2P 0R8. The Company is classified as a Capital Pool Company (“CPC”) as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The principal business of the Company is to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction, by exercising of an option or by any concomitant transaction. The purpose of such an acquisition is to satisfy the related conditions of a qualifying transaction (“QT”) under the Exchange rules. Where an acquisition or participation is warranted, additional funding may be required. The ability of the Company to fund its potential future operations and commitments is dependent upon the ability of the Company to obtain additional financing. Pursuant to a final prospectus dated April 21, 2021, the Company completed an initial public offering (“IPO”) of the Company’s common shares (“Common Shares”). The IPO closed on May 27, 2021 with 2,250,000 Common Shares being issued at a price of $0.10 per Common Share. The Company’s Common Shares commenced trading on the Exchange on May 31, 2021 under the symbol “VCC”. On June 12, 2024, the Company entered into a letter of intent for a qualifying transaction (“QT”) with Powerhive, Inc. (“Powerhive”) negotiated on an arm’s length basis according to the policies of the TSX Venture Exchange. The proposed QT involves the acquisition of all the issued and outstanding shares of Powerhive. The proposed QT is expected to be completed by way of a share exchange agreement as proposed in the letter of intent dated June 10, 2024 (the "Agreement") among the Company and Powerhive. According to the Agreement, the issued and outstanding shares of the Company will consolidate on a 4:1 basis, and thereafter the Company will acquire all the issued and outstanding shares of Powerhive in exchange for the issuance of 58,333,334 common shares of the Company at a deemed price of $0.60 per share. No other securities will be converted into Powerhive shares at the time of completion of the transaction. The QT is subject to the approval of the Exchange, and is intended to constitute the Company’s "Qualifying Transaction" for the purposes of Exchange policies. Upon completion of the QT, it is expected that the Company will change its name to Powerhive Inc., and the resulting issuer will carry on the business of Powerhive. About Powerhive Powerhive is a leading innovator in sustainable energy and electric mobility solutions, with over a decade of experience deploying solar microgrids across Africa. The company operates an AI-driven battery swapping network that optimizes mobility and energy consumption, providing affordable, scalable, and carbon-reducing transportation solutions. As part of this landmark agreement, Powerhive has joined the GSMA (the Global System for Mobile Communications Association), enabling its participation as an Application Developer within the Telcoin Association. This strategic membership creates reciprocal benefits, driving new GSMA participation while empowering the telecom ecosyst
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em with shared ownership in a blockchain network designed for mobile operators and their subscribers. 2. BASIS OF PRESENTATION Statement of compliance These unaudited interim condensed financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34 ‘Interim Financial Reporting’ (“IAS 34”) using accounting policies consistent with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). These unaudited condensed interim financial statements have been prepared on an accrual basis and are based on historical costs, modified where applicable, by the measurement at fair value of selected non-current assets, financial assets, and financial liabilities. These unaudited condensed interim financial statements are presented in Canadian dollars, which is the Corporation’s functional and presentation currency. The accounting policies applied by the Corporation in these unaudited condensed interim financial statements are the same as those applied by the Corporation in the audited financial statements for the years ended December 31, 2024 and 2023. Veteran Capital Corp. Notes to the Financial Statements For the three and nine-month periods ended September 30, 2025 and 2024 6 3. SHARE CAPITAL Authorized The Company is authorized to issue the following: • Unlimited number of Class “A” common shares. • Unlimited number of Class “B” common shares. • Unlimited number of Preferred Shares. Issued Common Shares Number of Shares $ As at January 1, 2025 4,450,000 267,386 As at September 30, 2025 4,450,000 267,386 Issued Warrants Number of Shares $ As at January 1, 2025 225,000 19,286 As at September 30, 2025 225,000 19,286 Total share capital at September 30, 2025 286,672 The following table reflects the continuity of warrants issued and outstanding as of September 30, 2025: Number of Warrants Weighted Average Exercise Price ($) Balance, January 1, 2025 225,000 0.10 Balance, September 30, 2025 225,000 0.10 Expiry Date Exercise Price Outstanding December 31, 2024 Exercisable Remaining Contractual Years May 27, 2026 $0.10 225,000 225,000 0.65 The following table reflects the continuity of options granted under the Plan as of September 30, 2025: Number of Options Weighted Average Exercise Price ($) Balance, January 1, 2025 445,000 0.08 Balance, September 30, 2025 445,000 0.08 Expiry Date Exercise Price Outstanding September 30, 2025 Exercisable Remaining Contractual Years January 26, 2026 $0.05 220,000 220,000 0.32 May 27, 2026 $0.10 225,000 225,000 0.65 Share-based payments of $nil were recorded during the three and nine-month periods ended September 30, 2025 and 2024. Veteran Capital Corp. Notes to the Financial Statements For the three and nine-month periods ended September 30, 2025 and 2024 7 4. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT The Company, as part of its operations, carries financial instruments consisting of cash and accounts payable and accruals. It is management's opinion that the Company is not exposed to significant credit, interest, or currency risks arising from these financial instruments except as otherwise disclosed. Fair value Fair value represents the price at which a financial instrument could be exchanged in an orderly market, in an arm's length transaction between knowledgeable and willing parties who are under no compulsion
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to act. The Company classifies the fair value of the financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument. Level 1: Fair value measurements are those derived from quoted prices (unadjusted) in the active market for identical assets or liabilities. Level 2: Fair value measurements are those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (derived from prices). Level 3: Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data. The carrying amount of cash and account payable and accruals approximates its fair value due to the short-term maturities of these items. Credit risk Credit risk is the risk of loss associated with the counterparty’s inability to fulfill its payment obligations. The Company believes it has no significant credit risk as its cash balance is held with a major Canadian financial institution. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its obligations as they come due. As at September 30, 2025, the Company has cash of $42,843 to settle liabilities of $968 and is not exposed to significant liquidity risk. Market risk Market risk is the risk of loss that results from changes in market prices, market risk is comprised of foreign currency risk, interest rate risk and other price risks. [i] Currency risk The Company does not have assets or liabilities in a foreign currency and therefore is not exposed to foreign currency risk. [ii] Interest rate risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market interest rates. The Company’s cash is held in an account with a major Canadian financial institution. The funds may be withdrawn at any time without penalty. [iii] Price risk The Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potentially adverse impact on the Company’s ability to obtain equity financing due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company. 5. RELATED PARTY TRANSACTIONS The Company considers officers and directors to be key management. During the three and nine-month periods ended September 30, 2025 the Company incurred accounting fees that were paid to an accounting firm in which a partner is a Director of the Company of $4,652 and $19,359 (2024 - $4,494 and $13,188). Transactions with related parties are conducted in the normal course of operations and initially recorded at fair value. Veteran Capital Corp. Notes to the Financial Statements For the three and nine-month periods ended September 30, 2025 and 2024 8 6. CAPITAL MANAGEMENT The Company’s capital consists of share capital. The Company’s objective for managing capital is to maintain sufficient capital to identify, evaluate and complete an acquisition or other transaction as disclosed in Note 1. The Company sets the amount of capital in relation to risk and manages the capital structure and makes adjustments to it in light of changes to economic conditions and the risk characteristics of the underlying assets.
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The Company’s objectives when managing capital are: i. to maintain a flexible capital structure, which optimizes the cost of capital at acceptable risk; and, ii. to maintain investor, creditor and market confidence in order to sustain the future development of the business. The Company is not subject to any externally or internally imposed capital requirements at period-end apart from the requirements of the Exchange.
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