SEDAR Interim Financial Statements

MERCER PARK OPPORTUNITIES CORP. CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND 2024 AND FOR THE NINE MONTHS ENDED DECEMBER 31, 2025 AND FROM MAY 9, 2024 (DATE OF INCORPORATION) TO DECEMBER 31, 2024 (EXPRESSED IN UNITED STATES DOLLARS) (UNAUDITED) Mercer Park Opportunities Corp. Condensed Interim Consolidated Statements of Financial Position (Expressed in United Stated Dollars) (Unaudited) As at As at December 31, March 31, 2025 2025 (audited) ASSETS Current Cash and cash equivalents $ 12,734 $ 323,256 Prepaid expenses 65,108 13,143 Restricted cash and short-term investments held in escrow (note 4) 225,896,389 219,052,699 Total assets $ 225,974,231 $ 219,389,098 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current Accounts payable and accrued liabilities $ 618,829 $ 96,966 Due to related parties (note 12) 430,142 - Deferred underwriters' commission (note 9) 8,500,000 8,500,000 Class A Restricted Voting Shares subject to redemption (note 5) 219,512,500 210,375,000 Warrant liability (note 6) 558,391 223,356 Total liabilities 229,619,862 219,195,322 Shareholders' equity (deficit) Share capital (note 7(a)) 3,681,890 3,681,890 Contributed surplus (note 7(d)) 8,566,835 8,566,835 Deficit (15,894,356) (12,054,949) Total shareholders' equity (deficit) (3,645,631) 193,776 Total liabilities and shareholders' equity (deficit) $ 225,974,231 $ 219,389,098 The accompanying notes are an integral part of these condensed unaudited interim consolidated financial statements. Nature of Operations and Going Concern (note 1) Proposed transaction (note 14) Approved on behalf of the Board: "Jonathan Sandelman", Director "Mina Mawani", Director - 1 - Mercer Park Opportunities Corp. Condensed Interim Consolidated Statements of Operations and Comprehensive Income (Loss) (Expressed in United States Dollars) (Unaudited) From May 9, 2024 (Date of Nine Months Incorporation) Three Months Ended Ended to December 31, December 31, December 31, 2025 2024 2025 2024 Revenue Interest income $ 2,079,770 $ 2,510,519 $ 6,846,496 $ 4,092,498 Expenses Transaction costs (note 9) - 52,589 - 12,103,265 Net unrealized loss (gain) on changes in the fair value of financial liabilities (notes 5 and 6) 760,035 (4,271,713) 9,472,535 4,785,668 General and administrative (note 13) 555,098 213,387 1,213,368 547,678 1,315,133 (4,005,737) 10,685,903 17,436,611 Net income (loss) and comprehensive income (loss) for the period 764,637 6,516,256 $ (3,839,407) $ (13,344,113) Basic and diluted net income (loss) per Class B share 0.13 1.11 $ (0.65) $ (3.11) Weighted average number of Class B Shares outstanding (basic and diluted) 5,896,093 5,896,093 5,896,093 4,287,458 The accompanying notes are an integral part of these condensed unaudited interim consolidated financial statements. - 2 - Mercer Park Opportunities Corp. Condensed Interim Consolidated Statements of Cash Flows (Expressed in United States Dollars) (Unaudited) From May 9, 2024 (Date of Nine Months Incorporation) Ended to December 31, December 31, 2025 2024 Operating activities Net loss for the period $ (3,839,407) $ (13,344,113) Non-cash items included in net loss and other adjustments: Transaction costs associated with financing activities - 12,103,265 Net unrealized loss on changes in the fair value of financial liabilities 9,472,535 4,785,668 Changes in non-cash working capital items: Prepaid expenses (51,965) (35,692) Accounts payable and accrued liabilities 521,863 19,292 Due to --- related parties 430,142 - Net cash provided by operating activities 6,533,168 3,528,420 Investing activities Interest income earned on restricted cash and short-term investments held in escrow (6,843,690) (4,090,027) Funds held in escrow - (212,500,000) Net cash used in investing activities (6,843,690) (216,590,027) Financing activities Proceeds from issuance of Class B Shares to Founders (note 7(a)) - 25,010 Proceeds from issuance of Class B Units (note 7(a)) - 4,668,750 Proceeds from issuance of Warrants to Founders (note 6) - 618,750 Proceeds from issuance of Class A Restricted Voting Units (note 5) - 212,500,000 Transaction costs (note 9) - (4,144,744) Net cash provided by financing activities - 213,667,766 Net change in cash and cash equivalents during the period (310,522) 606,159 Cash and cash equivalents, beginning of period 323,256 - Cash and cash equivalents, end of period $ 12,734 $ 606,159 The accompanying notes are an integral part of these condensed unaudited interim consolidated financial statements. - 3 - Mercer Park Opportunities Corp. Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Expressed in United States Dollars) (Unaudited) Class B Shares Contributed Surplus Number Amount Number Amount Deficit Total Balance, April 1, 2025 5,896,093 $ 3,681,890 21,716,875 $ 8,566,835 $ (12,054,949) $ 193,776 Net loss and comprehensive loss for the period - - - - (3,839,407) (3,839,407) Balance, December 31, 2025 5,896,093 $ 3,681,890 21,716,875 $ 8,566,835 $ (15,894,356) $ (3,645,631) From commencement of operations on May 9, 2024 - $ - - $ - $ - $ - Issuance of Class B Shares in connection with organization of the Corporation (note 7(a)) 1 10 - - - 10 Cancellation of 1 Class B Share in connection with organization of the Corporation (note 7(a)) (1) - - - - - Issuance of Class B Shares to Founders (note 1 and note 7(a)) 5,429,218 25,000 - - - 25,000 Issuance of Class B Units to Sponsor (note 1 and note 7(a)) 466,875 4,668,750 - - - 4,668,750 Allocation of proceeds received pursuant to the Offering and attributed to Warrants and Rights (note 1 and note 7(a)(d)) - (994,444) - - - (994,444) Rights issued in connection with Class A and B Units pursuant to the Offering and over-allotment option (note 1 and note 7(d)) - - 21,716,875 9,107,081 - 9,107,081 Transaction costs (note 7(a)) - (12,748) - (528,731) - (541,479) Net loss and comprehensive loss for the period - - - - (13,344,113) (13,344,113) Balance, December 31, 2024 5,896,093 $ 3,686,568 21,716,875 $ 8,578,350 $ (13,344,113) $ (1,079,195) The accompanying notes are an integral part of these condensed unaudited interim consolidated financial statements. - 4 - Mercer Park Opportunities Corp. Notes to Condensed Interim Consolidated Financial Statements Three Months Ended December 31, 2025 and 2024 and Nine Months Ended December 31, 2025 and from May 9, 2024 (Date of Incorporation) to December 31, 2024 (Expressed in United States Dollars) (Unaudited) 1. Nature of Operations and Going Concern Mercer Park Opportunities Corp. (the “Corporation” or "Mercer Park Opportunities") is a special purpose acquisition corporation which was incorporated for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination involving the Corporation (a “Qualifying Acquisition”). The Corporation wa --- s incorporated on May 9, 2024 as an exempted company under the laws of the Cayman Islands. The registered and head office of the Corporation is located at the offices of CO Services Cayman Limited, Willow House, Pavilion East, Grand Cayman KY1 1001, Cayman Islands. The Corporation’s ability to continue as a going concern is dependent upon the continued support of its Sponsors, and upon the completion of the Qualifying Acquisition or on the approval of an extension of the Permitted Timeline should the Qualifying Acquisition not be completed by April 22, 2026. In the event a Qualifying Acquisition does not occur, the escrowed cash will be returned to Class A Restricted Voting unit holders and the Sponsors will have no recourse against the escrowed cash. As of December 31, 2025 the Corporation had a deficit of $15,894,356 (March 31, 2025 - $12,054,949) and a working capital deficit of $3,645,631 (March 31, 2025 - surplus of $193,776). These conditions represent material uncertainties that may cast significant doubt upon the Corporation’s ability to continue as a going concern. These unaudited Condensed Interim Consolidated Financial Statements (defined below) do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Corporation be unable to continue as a going concern. If the Corporation is not able to continue as a going concern, the Corporation may 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 these unaudited Condensed Interim Consolidated Financial Statements (defined below). These differences could be material. On July 22, 2024, Mercer Park Opportunities completed its initial public offering (the “Offering”) of 20,000,000 Class A Restricted Voting Units at $10.00 per Class A Restricted Voting Unit. Each Class A Restricted Voting Unit consisted of one Class A restricted voting share (“Class A Restricted Voting Share”) of the Corporation, one right (each, a “Right”) and one share purchase warrant (each, a “Warrant”). Each Class A Restricted Voting Share, unless previously redeemed, will be automatically converted into one subordinate voting share of the Corporation (“Subordinate Voting Share”) following the closing of a Qualifying Acquisition. All Warrants will become exercisable at a price of $11.00 per share, commencing 65 days after the completion of a Qualifying Acquisition, and will expire on the day that is five years after the completion of a Qualifying Acquisition or may expire earlier if a Qualifying Acquisition does not occur within the permitted timeline of 18 months (“Permitted Timeline”) (subject to extension, as further described in the prospectus) from the closing of the Offering or if the expiry date is accelerated. Each Warrant is exercisable to purchase one Class A Restricted Voting Share (which, following the closing of the Qualifying Acquisition, will become one Subordinate Voting Share). Each Right shall entitle the holder, upon closing of the Qualifying Acquisition, to receive one-tenth (1/10) of a Class A Restricted Voting Share (which, following the closing of the Qualifying Acquisition, will represent one-tenth (1/10) of a Subordinate Voting Share, subject to adjustment under the terms of the Qualifying Acquisition). Any Right that has not been converted within six (6) months after the completion of the Corporation’s Qualifying Acquisiti --- on shall be null and void. In connection with the Offering, the Corporation granted the underwriter a 30-day non-transferable option to purchase up to an additional 3,000,000 Class A Restricted Voting Units, at a price of $10.00 per Class A Restricted Voting Unit, exercisable for a period of 30 days from the Closing, to cover over-allotments, if any, and for market stabilization purposes. See below for further information on the exercise of the over-allotment option. - 5 - Mercer Park Opportunities Corp. Notes to Condensed Interim Consolidated Financial Statements Three Months Ended December 31, 2025 and 2024 and Nine Months Ended December 31, 2025 and from May 9, 2024 (Date of Incorporation) to December 31, 2024 (Expressed in United States Dollars) (Unaudited) 1. Nature of Operations and Going Concern (continued) Concurrent with the completion of the Offering, Mercer Park III, L.P. (the “Sponsor”), a limited partnership formed under the laws of the State of Delaware which is indirectly controlled by Jonathan Sandelman, as well as Stephen Andersons, Mina Mawani and Bernard Sucher (collectively with the Sponsor, the “Founders”) purchased an aggregate of 5,872,625 Class B Shares ("Founders' Shares"), consisting of 5,857,625 Class B Shares purchased by the Sponsor, 5,000 Class B Shares purchased by Stephen Andersons, 5,000 Class B Shares purchased by Mina Mawani and 5,000 Class B Shares purchased by Bernard Sucher for an aggregate price of $25,000. In addition, the Sponsor purchased an aggregate of 600,000 Warrants (“Founders’ Warrants”) at $1.00 per Founders’ Warrant and 450,000 class B units (“Class B Units”) that consisted of one Class B Share, one Right and one Warrant for $10.00 per Class B Unit. Except for the ability to accelerate the expiry date of or redeem the outstanding Warrants (that in the case of acceleration would exclude the Founders’ Warrants and the Warrants that previously formed part of the Class B Units but only to the extent they are still held by our Sponsor at the date of public announcement of such acceleration and not transferred prior to the accelerated expiry date, due to the anticipated knowledge by our Sponsor of material undisclosed information which could limit their flexibility), the Warrants that previously formed part of the Class B Units and the Founders’ Warrants, in each case issued to our Sponsor, will be identical to the Warrants forming part of the Class A Restricted Voting Units. On August 20, 2024, the underwriter partially exercised its over-allotment option to purchase an additional 1,250,000 Class A Restricted Voting Units for aggregate proceeds of $12,500,000 and the Sponsor subscribed for an additional 18,750 Founders' Warrants (for an aggregate purchase price of $18,750) and 16,875 Class B Units (for an aggregate purchase price of $168,750) for aggregate proceeds of $187,500. As a result of the partial exercise of the over- allotment option, an aggregate of 21,250,000 Class A Restricted Voting Units of the Corporation were issued for aggregate proceeds of $212,500,000. Due to the partial exercise of the over-allotment option, an aggregate of 443,407 Class B Shares (also known as Founders’ Shares) were forfeited without compensation by the Sponsor on August 20, 2024. As a result, following the partial exercise of the over-allotment option and forfeiture of the 443,407 Founders’ Shares, the Sponsor owned an aggregate of 5,414,218 Class B Shares, 466,875 Class B Units and 618,750 Founders’ War --- rants. Each Class A Restricted Voting Unit commenced trading on July 22, 2024 on the Toronto Stock Exchange (the “Exchange”) under the symbol “SPAC.V”, and separated into Class A Restricted Voting Shares, Rights and Warrants following the close of business on September 3, 2024, and trade under the symbols “SPAC.U”, “SPAC.RT.U” and “SPAC.WT.U", respectively. The Class B Units also separated into Class B Shares, Rights and Warrants on September 3, 2024. The Class B Shares issued to the Founders will not be listed prior to the completion of the Qualifying Acquisition. The proceeds of $212,500,000 from the Offering are held by Odyssey Trust Company, as Escrow Agent, in an escrow account (the “Escrow Account”) at a Canadian chartered bank or subsidiary thereof, in accordance with the escrow agreement. Subject to applicable law and payment of certain taxes, permitted redemptions and certain expenses, as further described herein, none of the funds held in the Escrow Account will be released to the Corporation prior to the closing of a Qualifying Acquisition. The escrowed funds will be held to enable the Corporation to (i) satisfy redemptions made by holders of Class A Restricted Voting Shares (including in the event of a Qualifying Acquisition or an extension to the Permitted Timeline, or in the event a Qualifying Acquisition does not occur within the Permitted Timeline), (ii) fund the Qualifying Acquisition with the net proceeds following payment of any such redemptions and of deferred underwriting commissions that are payable, and/or (iii) pay taxes on amounts earned on the escrowed funds and certain permitted expenses. Such escrowed funds and all amounts earned thereon, subject to such obligations and applicable law, will be assets of the Corporation. These escrowed funds will also be used to pay the deferred underwriting commissions in the amount of $8,500,000, 75% of which will be payable by the Corporation to the underwriter only upon the closing of our Qualifying Acquisition (subject to availability, failing which any short fall would be required to be made up from other sources at our discretion) and the remaining 25% of which (or, if a lesser amount, the balance of the non- redeemed shares' portion of the Escrow Account, less tax liabilities on amounts earned on the escrowed funds and expenses directly related to redemptions) will be payable by the Corporation as it sees fit, subject to the terms of the - 6 - Mercer Park Opportunities Corp. Notes to Condensed Interim Consolidated Financial Statements Three Months Ended December 31, 2025 and 2024 and Nine Months Ended December 31, 2025 and from May 9, 2024 (Date of Incorporation) to December 31, 2024 (Expressed in United States Dollars) (Unaudited) 1. Organization and nature of operations (continued) underwriting agreement dated July 16, 2024 between the Corporation, the Sponsor, Mercer L.P. and Canaccord Genuity Corp., including for payment to other agents or advisors who have assisted with or participated in the sourcing, diligence and completion of the Qualifying Acquisition. In connection with consummating a Qualifying Acquisition, the Corporation will require approval by a majority of its directors unrelated to the Qualifying Acquisition. In connection with the Qualifying Acquisition, holders of Class A Restricted Voting Shares will be given the opportunity to elect to redeem all or a portion of their Class A Restricted Voting Shares for an amount per share, payable in cash, equal --- to the pro-rata portion per Class A Restricted Voting Share of: (A) the escrowed funds available in the Escrow Account at the time immediately prior to the redemption deposit deadline, including interest and other amounts earned thereon; less (B) an amount equal to the total of (i) applicable taxes payable by the Corporation on such interest and other amounts earned in the Escrow Account and (ii) actual and expected expenses directly related to the redemption, each as reasonably determined by the Corporation, subject to certain limitations. Each holder of Class A Restricted Voting Shares, together with any affiliate of such holder or any other person with whom such holder or affiliate is acting jointly or in concert, will not be permitted to redeem more than an aggregate of 15% of the number of Class A Restricted Voting Shares issued and outstanding following the Closing. Class B Shares will not possess any redemption rights and shall not be entitled to access or benefit from the proceeds in the Escrow Account. If the Corporation is unable to consummate a Qualifying Acquisition within the Permitted Timeline (or within an extension of the Permitted Timeline), the Corporation will be required to redeem each of the outstanding Class A Restricted Voting Shares, for an amount per share, payable in cash, equal to the pro-rata portion per Class A Restricted Voting Share of: (A) the escrowed funds available in the Escrow Account, including any interest and other amounts earned thereon; less (B) an amount equal to the total of (i) any applicable taxes payable by the Corporation on such interest and other amounts earned in the Escrow Account, and (ii) up to a maximum of $50,000 of interest and other amounts earned in the Escrow Account to pay actual and expected winding-up expenses and certain other related costs, each as reasonably determined by the Corporation. In such event, the Warrants and Rights will expire and be worthless. The underwriter will have no right to the deferred underwriting commissions held in the Escrow Account in such circumstances. 2. Material Accounting Policies (a) Statement of Compliance These unaudited condensed interim consolidated financial statements of the Corporation as at December 31, 2025 and for the three and nine months ended December 31, 2025 (the “Condensed Interim Consolidated Financial Statements”) have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board, and with interpretations of the International Financial Reporting Interpretations Committee which the Canadian Accounting Standards Board has approved for incorporation into Part 1 of the Chartered Professional Accountants of Canada Handbook – Accounting, as applicable to the preparation of condensed interim consolidated financial statements, including International Accounting Standard 34, “Condensed Interim Consolidated Financial Reporting”. The Condensed Interim Consolidated Financial Statements were authorized for issuance by the Board of Directors of the Corporation (the "Board") on February 13, 2026. - 7 - Mercer Park Opportunities Corp. Notes to Condensed Interim Consolidated Financial Statements Three Months Ended December 31, 2025 and 2024 and Nine Months Ended December 31, 2025 and from May 9, 2024 (Date of Incorporation) to December 31, 2024 (Expressed in United States Dollars) (Unaudited) 2. Material Accounting Policies (continued) (b) Basis of consolidation The unaudited condens --- ed interim consolidated financial statements include the accounts of the Corporation and its wholly owned subsidiaries. Subsidiaries are entities controlled by the Corporation. Subsidiaries are included in the consolidated financial results of the Corporation from the date of acquisition up to the date of disposition or loss of control. All intercompany balances and transactions are eliminated upon consolidation in preparing the unaudited condensed interim consolidated financial statements. Squared Acquisition Sub Inc. is the only subsidiary of the Corporation, and its functional currency is the U.S. dollar. (c) Basis of presentation The same accounting policies and methods of computation are followed in these unaudited Condensed Interim Consolidated Financial Statements as compared with the most recent annual audited financial statements as at March 31, 2025 and from May 9, 2024 (date of incorporation) to March 31, 2025. Any subsequent changes to IFRS that are given effect in the Corporation’s annual consolidated financial statements for the year ending March 31, 2026 could result in restatement of these unaudited Condensed Interim Consolidated Financial Statements. (d) Future accounting policies IFRS 18 - Presentation and disclosure in financial statements In April 2024, the IASB issued IFRS 18, focusing on presentation and disclosure in financial statements. Key changes would impact the structure of the statements of operations and comprehensive income (loss) and amendments to disclosure requirements for certain profit or loss performance measures. IFRS 18 will replace IAS 1, effective reporting period beginning on January 1, 2027. This will also impact comparative information at the point of adoption. An assessment of the applicability of the new standard will be performed on the financial statements to which the pronouncement applies. IFRS 9 Financial Instruments In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments – Disclosures. The amendments clarify the derecognition of financial liabilities and introduces an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system. The amendments also clarify how to asses the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features and the treatment of non-recourse assets and contractually linked instruments (CLIs). Further, the amendments mandate additional disclosures in IFRS 7 for financial instruments with contingent features and equity instruments classified at FVOCI. The amendments are effective for annual periods starting on or after January 1, 2026. Retrospective application is required and early adoption is permitted. Management does not expect any material impact to the Company’s consolidated financial statements upon adoption of these amendments. - 8 - Mercer Park Opportunities Corp. Notes to Condensed Interim Consolidated Financial Statements Three Months Ended December 31, 2025 and 2024 and Nine Months Ended December 31, 2025 and from May 9, 2024 (Date of Incorporation) to December 31, 2024 (Expressed in United States Dollars) (Unaudited) 3. Critical accounting judgments, estimates and assumptions The preparation of these Condensed Interim Consolidated Financial Statements requires the Corporation to make judgments in applying its accounting policies and estimates --- and assumptions about the future. These judgments, estimates and assumptions affect the Corporation’s reported amounts of assets, liabilities, and items in net income or loss, and the related disclosure of contingent assets and liabilities, if any. The Corporation evaluates its estimates on an ongoing basis. Such estimates are based on various assumptions that the Corporation believes are reasonable under the circumstances, and these estimates form the basis for making judgments about the carrying value of assets and liabilities and the reported amounts of items in net income or loss that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The following discusses the most significant accounting judgments, estimates and assumptions that the Corporation has made in the preparation of these unaudited Condensed Interim Consolidated Financial Statements. Classification of Class A Restricted Voting Shares subject to redemption and Warrants Pursuant to the Corporation’s Offering of Class A Restricted Voting Units, the Corporation issued Class A Restricted Voting Shares (Note 5) and Warrants (Note 6), which the Corporation classified as financial liabilities, measured at FVTPL. Professional judgment is required in determining the classification of the Class A Restricted Voting Shares and all Warrants based on the characteristics of the financial instruments and terms of the Offering. Fair Value of Financial Instruments Pursuant to the Corporation’s Offering of Class A Restricted Voting Units (Note 1), the Corporation issued Class A Restricted Voting Shares, Class B Units, Class B Shares, Warrants, and Rights (Note 6, 7 and 8). Estimating the fair value allocation of the Class A Restricted Voting Shares, Warrants, and Rights, underlying the Class A Restricted Voting Units requires determining the most appropriate valuation model that is dependent on the terms and conditions of the financial instruments. The Corporation applied an option-pricing model to measure the fair value of the Class A Restricted Voting Shares and Warrants issued. The residual value was allocated to the Rights, that previously formed part of the Class A Restricted Voting Units. Furthermore, estimating the fair value allocation of the Class B Shares, Warrants, and Rights underlying the Class B Units requires determining the most appropriate valuation model that is dependent on the terms and conditions of the financial instruments. The Corporation applied an option-pricing model to measure the fair value of the Warrants issued in order to arrive at the relative fair value of the Class B Shares and Rights. Application of the option-pricing model requires estimates in expected dividend yields, expected volatility in the underlying assets, and the expected life of the financial instruments. Subsequent to initial recognition, the fair value of the Class A Restricted Voting Shares and all the Warrants that are traded in active markets at each reporting date is determined by reference to its quoted market price. Changes in the underlying trading value may significantly affect the amount of net income or loss for a particular period. Furthermore, the quoted market price of a financial liability may not be equal to the amount that the Corporation may have to pay in settlement of the underlying obligation, should such obligation become immediately payable. The Corporation reviews assumptions relating t --- o financial instruments on an ongoing basis to ensure that the basis for determination of fair value is appropriate. - 9 - Mercer Park Opportunities Corp. Notes to Condensed Interim Consolidated Financial Statements Three Months Ended December 31, 2025 and 2024 and Nine Months Ended December 31, 2025 and from May 9, 2024 (Date of Incorporation) to December 31, 2024 (Expressed in United States Dollars) (Unaudited) 3. Critical accounting judgments, estimates and assumptions (continued) Going Concern These condensed Interim Consolidated Financial Statements have been prepared on a going concern basis and do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if the Corporation were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Management has applied judgment in the assessment of the Corporation’s ability to continue as a going concern, considering all available information. Given the judgment involved, actual results may lead to a materially different outcome. Income Taxes Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made. 4. Restricted cash and short-term investments held in escrow December 31, 2025 Cash $ 221,684,911 Accrued interest 4,211,478 Restricted cash and short-term investments held in escrow $ 225,896,389 March 31, 2025 Investments in United States Treasury Bills $ 212,500,000 Accrued interest 6,552,699 Restricted cash and short-term investments held in escrow $ 219,052,699 5. Class A restricted voting shares subject to redemption Authorized The Corporation is authorized to issue 100,000,000 Class A Restricted Voting Shares prior to the closing of a Qualifying Acquisition. Following closing of the Qualifying Acquisition, the Corporation will not issue any Class A Restricted Voting Shares. The holders of Class A Restricted Voting Shares have no preemptive rights or other subscription rights and there are no sinking fund provisions applicable to these shares. - 10 - Mercer Park Opportunities Corp. Notes to Condensed Interim Consolidated Financial Statements Three Months Ended December 31, 2025 and 2024 and Nine Months Ended December 31, 2025 and from May 9, 2024 (Date of Incorporation) to December 31, 2024 (Expressed in United States Dollars) (Unaudited) 5. Class A restricted voting shares subject to redemption (continued) Voting rights Although the holders of the Class A Restricted Voting Shares may not vote on the Qualifying Acquisition, they are entitled to vote on and receive notice of meetings on all matters requiring shareholder approval pursuant to applicable law (including any proposed extension to the Permitted Timeline) other than, prior to the completion of a qualifying acquisition, meetings held only to consider: (i) the election and/or removal of directors and/or auditors, (ii) a change of the Corporation’s name, (iii) the approval of a qu --- alifying acquisition, (iv) a continuation under the laws of any other jurisdiction and de-registration under Part XII of the Companies Act, (v) a merger or consolidation under Part XVI of the Companies Act, or (vi) a voluntary winding-up and/or dissolution under Part V of the Companies Act. The holders of the Class A Restricted Voting Shares are also expected to vote in respect of the issuance of the Multiple Voting Shares upon the conversion of the Class B Shares. Redemption rights The holders of Class A Restricted Voting Shares are entitled to redeem their shares, subject to certain conditions, and are entitled to receive the escrow proceeds, net of applicable taxes and other permitted deductions, from the Escrow Account: (i) in the event that the Corporation does not complete a Qualifying Acquisition within the Permitted Timeline; (ii) in the event of a Qualifying Acquisition; (iii) the liquidation and cessation of the business of the Corporation; and (iv) in the event of an extension to the Permitted Timeline. Upon such redemption, the rights of holders of Class A Restricted Voting Shares as shareholders will be completely extinguished. Fair value of Class A restricted voting shares subject to redemption The redemption rights embedded in the terms of the Corporation’s Class A Restricted Voting Shares are considered by the Corporation to be outside of the Corporation’s control and subject to uncertain future events. Accordingly, the Corporation has classified its “Class A Restricted Voting Shares subject to redemption” as financial liabilities at FVTPL. Fair value of Class A restricted voting shares subject to redemption -- issued and outstanding Number Amount From commencement of operations on May 9, 2024 - $ - Issuance of Class A Restricted Voting Shares pursuant to the Offering 20,000,000 200,000,000 Issuance Class A Restricted Voting Shares pursuant to the over-allotment option 1,250,000 12,500,000 21,250,000 212,500,000 Adjusted for: Allocation of proceeds received pursuant to the Offering and over-allotment option and attributed to Warrants and Rights - (36,125,000) Fair value adjustment - 34,000,000 Balance, March 31, 2025 21,250,000 210,375,000 Fair value adjustment - 9,137,500 Balance, December 31, 2025 21,250,000 $ 219,512,500 - 11 - Mercer Park Opportunities Corp. Notes to Condensed Interim Consolidated Financial Statements Three Months Ended December 31, 2025 and 2024 and Nine Months Ended December 31, 2025 and from May 9, 2024 (Date of Incorporation) to December 31, 2024 (Expressed in United States Dollars) (Unaudited) 5. Class A restricted voting shares subject to redemption (continued) On December 31, 2025, the fair value of the Corporation’s Class A Restricted Voting Shares was $219,512,500 as the Class A Restricted Voting Shares bid price on December 31, 2025 was $10.33 (March 31, 2025 - $9.90). On the date of issuance, gross proceeds from the Class A Restricted Voting Units were allocated between Class A Restricted Voting Shares, Warrants, and Rights. The allocation was made based on the relative fair value of the Class A Restricted Voting Shares and Warrants, with the residual value being allocated to the Rights. Warrant values were calculated using an option pricing model. Inputs to the model included the following: fair value of the underlying shares - $8.30, the expected life of the option – 5 years, volatility – 54.71% (estimated by benchmarking with companies having businesses similar the Corporation), expecte --- d dividend yield - $nil and the risk- free interest rate – 5.33%. 6. Warrants As at December 31, 2025, the Corporation had 22,335,625 Warrants issued and outstanding, comprised of 21,250,000 Warrants which previously formed part of the Class A Restricted Voting Units, 618,750 Founders’ Warrants, and 466,875 Warrants which previously formed part of the Class B Units. All Warrants will become exercisable only commencing 65 days after the completion of our Qualifying Acquisition. Each Warrant is exercisable to purchase one Class A Restricted Voting Share (which, following the closing of the Qualifying Acquisition, will become one Subordinate Voting Share) at a price of $11.00 per share. The Warrant Agreement provides that the exercise price and number of Subordinate Voting Shares issuable on exercise of the Warrants may be adjusted in certain circumstances, including in the event of a stock dividend, Extraordinary Dividend or a recapitalization, reorganization, merger or consolidation. The Warrants will not, however, be adjusted for issuances of Subordinate Voting Shares at a price below their exercise price. Once the Warrants become exercisable, the Corporation may accelerate the expiry date of the outstanding Warrants (excluding the Founders’ Warrants and the Warrants that previously formed part of the Class B Units held by the Sponsor but only to the extent still held by our Sponsor at the date of public announcement of such acceleration and not transferred prior to the accelerated expiry date, due to the anticipated knowledge by our Sponsor of material undisclosed information which could limit their flexibility) by providing 30 days’ notice if, and only if, the closing share price of the Subordinate Voting Shares equals or exceeds $18.00 per Subordinate Voting Share (as adjusted for stock splits or combinations, stock dividends, Extraordinary Dividends, reorganizations and recapitalizations and the like) for any 20 trading days within a 30 trading day period, in which case the expiry date shall be the date which is 30 days following the date on which such notice is provided. If the Corporation accelerates the expiry of the Warrants, the Board has the option to require all holders that wish to exercise their Warrants to do so, in whole or in part, on a cashless basis. The Warrants will not be entitled to the proceeds from the Escrow Account. The Warrant holders do not have the rights or privileges of holders of shares and any voting rights until they exercise their Warrants and receive corresponding Subordinate Voting Shares of the Corporation. After the issuance of corresponding Subordinate Voting Shares upon exercise of the Warrants, each holder will be entitled to one vote for each Subordinate Voting Share held of record on all matters to be voted on by shareholders. Fair value of Warrants As the number of Subordinate Voting Shares to be issued by the Corporation upon exercise of the Warrants that previously formed part of the Class A Restricted Voting Units, the Warrants that previously formed part of the Class B units and the Founders’ Warrants is not fixed and fail the "fixed-for-fixed" criteria for equity classification, given the Board’s option to require cashless exercises in certain circumstances, these Warrants have been classified as derivative liabilities to be measured at FVTPL. The Corporation applied an option-pricing model to initially measure the fair value of the Warrants issued. Application of the option-pricing mode --- l requires estimates in expected dividend yields, expected volatility in the underlying assets and the expected life of the warrants. These estimates may ultimately be different from amounts subsequently realized, resulting in an overstatement or understatement of net income or loss. - 12 - Mercer Park Opportunities Corp. Notes to Condensed Interim Consolidated Financial Statements Three Months Ended December 31, 2025 and 2024 and Nine Months Ended December 31, 2025 and from May 9, 2024 (Date of Incorporation) to December 31, 2024 (Expressed in United States Dollars) (Unaudited) 6. Warrant liability (continued) Warrants - Issued and Outstanding Number Amount From commencement of operations on May 9, 2024 - $ - Warrants issued in connection with: Issuance to Founders 618,750 618,750 Issuance of Warrants to Sponsor pursuant to Class B Units 466,875 812,363 Issuance of Warrants pursuant to the Offering and over-allotment option 21,250,000 27,200,000 22,335,625 28,631,113 Adjusted for: Fair value adjustment - (28,407,757) Balance, March 31, 2025 22,335,625 223,356 Fair value adjustment - 335,035 Balance, December 31, 2025 22,335,625 $ 558,391 The fair value of the Corporation’s Warrants increased to $558,391 as the Warrants bid price on December 31, 2025 was $0.025 (March 31, 2025 - $0.01). The Warrants held by the Sponsor that previously formed part of the Class B Units and the Warrants that previously formed part of the Class A Restricted Voting Units were bifurcated using an option pricing model with the following inputs on the date of issue: Volatility: 54.710%; Expected Life: 5 years; Risk Free Rate: 5.330%; Dividend Yield: 0%. 7. Shareholders' equity (deficit) a) Class B Shares Authorized The Corporation is authorized to issue 100,000,000 Class B Shares of a par value of US$0.0001 each prior to closing of the Qualifying Acquisition. Following closing of the Qualifying Acquisition, the Corporation will not issue any Class B Shares. The holders of Founders’ Shares have no pre-emptive rights or other subscription rights and there are no sinking fund provisions applicable to these shares. Voting rights The holders of Class B Shares are entitled to receive notice of meetings of shareholders called for the purpose of considering most matters, including: (i) a change of the Corporation’s name, (ii) the approval of a Qualifying Acquisition, (iii) a continuation under the laws of any other jurisdiction and de-registration under Part XII of the Companies Act, (iv) a merger or consolidation under Part XVI of the Companies Act, or (v) a voluntary winding-up and/or dissolution under Part V of the Companies Act. The holders of Class B Shares are not entitled to receive notice of, and attend and vote at, a meeting where an extension of the Permitted Timeline is voted upon, where the matters to be voted upon solely concern the holders of another specified class of shares or as otherwise required by law. - 13 - Mercer Park Opportunities Corp. Notes to Condensed Interim Consolidated Financial Statements Three Months Ended December 31, 2025 and 2024 and Nine Months Ended December 31, 2025 and from May 9, 2024 (Date of Incorporation) to December 31, 2024 (Expressed in United States Dollars) (Unaudited) 7. Shareholders' equity (deficit) (continued) Redemption rights Holders of Class B Shares do not have any redemption rights with respect to their Class B Shares, or rights to distributions from the Escrow Account if the Corporation fails to complete a Qual --- ifying Acquisition within the Permitted Timeline. Class B Shares - Issued and Outstanding Number Amount From commencement of operations on May 9, 2024 - $ - Issuance of Class B Shares in connection with organization of the Corporation (1) 1 10 Cancellation of 1 Class B Share in connection with organization of the Corporation (1) (1) - Issuance of Class B Shares to Founders (2) 5,429,218 25,000 Issuance of Class B Shares to Sponsor pursuant to Class B Units (3) 466,875 4,668,750 5,896,093 4,693,760 Adjusted for: Allocation of proceeds received pursuant to the Offering and attributed to Warrants (note 6) - (994,444) Transaction costs - (17,426) Balance, March 31, 2025 and December 31, 2025 5,896,093 $ 3,681,890 (1) On May 9, 2024 (date of incorporation), in connection with the organization of the Corporation, the Corporation issued 1 Class B Share in exchange for proceeds of $10.00 (the “Incorporation Share”) to CO Services Cayman Limited. On May 30, 2024 the Incorporation Share was transferred to the Sponsor and, on the closing of the offering, the Sponsor surrendered the Incorporation Share. (2) Prior to the closing of the offering, the Sponsor was issued 5,857,625 Class B Shares and each of Mina Mawani, Stephen Andersons and Bernard Sucher were issued 5,000 Class B Shares. As the over-allotment option was not exercised in full, an aggregate of 443,407 Class B Shares were relinquished without compensation by the Sponsor on August 20, 2024. As a result, following the exercise of the over-allotment option and relinquishment of the 443,407 Class B Shares, the Founders own an aggregate of 5,429,218 Class B Shares. (3) On the closing of the offering, the Sponsor was issued 450,000 Class B Units, each made up of one Class B Share, one Warrant and one Right. As the over-allotment option was partially exercised, the Sponsor was subsequently issued 16,875 additional Class B Units. - 14 - Mercer Park Opportunities Corp. Notes to Condensed Interim Consolidated Financial Statements Three Months Ended December 31, 2025 and 2024 and Nine Months Ended December 31, 2025 and from May 9, 2024 (Date of Incorporation) to December 31, 2024 (Expressed in United States Dollars) (Unaudited) 7. Shareholders' equity (deficit) (continued) b) Subordinated Voting Shares The Corporation is authorized to issue 250,000,000 Subordinate Voting Shares for a par value of US$0.0001 each. No Subordinate Voting Shares may be issued prior to the closing of a Qualifying Acquisition, except in connection with such closing. c) Multiple Voting Shares The Corporation is authorized to issue 10,000,000 Multiple Voting Shares for a par value of US$0.0001 each and up to 40,000,000 Preference Shares, issuable in series, each with a par value of U.S. $0.0001. No Multiple Voting Shares or Preference Shares will be issued prior to the closing of a Qualifying Acquisition, except in connection with such closing. d) Contributed surplus As at December 31, 2025, the Corporation had 21,716,875 Rights issued and outstanding, comprised of 21,250,000 Rights that previously formed part of the Class A Restricted Voting Units and 466,875 Rights that previously formed part of the Class B Units. Each Right will entitle the holder to receive one-tenth (1/10) of a Class A Restricted Voting Share following the closing of the Qualifying Acquisition (which at such time will represent one-tenth (1/10) of a Subordinate Voting Share, subject to adjustments under the terms of the Qualifying Acquisition). Any Ri --- ght that has not been converted within six (6) months after the completion of the qualifying acquisition shall be null and void. Rights will only be converted for a whole number of shares. No fractional shares will be issued upon conversion of the Rights. If, upon conversion of the Rights, a holder would be entitled to receive a fractional interest in a share, the Corporation will, upon conversion, round down to the nearest whole number of shares to be issued to the Right holder. As a result, holders must hold Rights in multiples of ten (10) in order to receive a Subordinate Voting Share for all of their Rights following the closing of the Qualifying Acquisition. The Rights will expire if a qualifying acquisition does not occur within the Permitted Timeline. The Rights will not have any access to, or benefit from, the proceeds in the Escrow Account, and will not possess any redemption or distribution rights. The Rights will expire worthless if the Corporation fails to consummate a Qualifying Acquisition within the Permitted Timeline. All Rights are excluded from voting in respect of the Qualifying Acquisition. Holders of Rights will retain such Rights whether they vote for, against or do not vote any Class A Restricted Voting Shares in respect of the Qualifying Acquisition and whether or not they redeem all or a portion of such shares. Rights - Issued and Outstanding Number Amount From commencement of operations on May 9, 2024 - $ - Rights issued in connection with: Issuance of Rights to Sponsor pursuant to Class B Units 466,875 182,081 Issuance of Rights pursuant to the Offering and over-allotment option 21,250,000 8,925,000 21,716,875 9,107,081 Adjusted for: Transaction costs - (540,246) Balance, March 31, 2025 and December 31, 2025 21,716,875 $ 8,566,835 - 15 - Mercer Park Opportunities Corp. Notes to Condensed Interim Consolidated Financial Statements Three Months Ended December 31, 2025 and 2024 and Nine Months Ended December 31, 2025 and from May 9, 2024 (Date of Incorporation) to December 31, 2024 (Expressed in United States Dollars) (Unaudited) 7. Shareholders' equity (deficit) (continued) e) Class A Restricted Voting Shares subject to redemption Refer to note 5. 8. Restrictions on Transfer The Founders have agreed not to transfer, assign or sell any of their Founders’ Warrants, Founders’ Shares or the Class B Shares, Warrants or Rights that previously formed part of the Class B Units prior to the closing of a Qualifying Acquisition without the prior consent of the Exchange, unless transferred, assigned or sold due to the structuring of the Qualifying Acquisition or to permitted transferees. In the event a transfer of Founders’ Warrants, Founders’ Shares or Class B Shares, Warrants or Rights that previously formed part of the Class B Units occurs prior to the closing of the Qualifying Acquisition, the foregoing transfer restrictions will apply to the securities received by the transferee. Following completion of the Corporation’s Qualifying Acquisition, the Founders’ Warrants, Founders’ Shares and Class B Shares, Warrants and Rights that previously formed part of the Class B Units, including the Subordinate Voting Shares issuable on exercise of the applicable Warrants and Rights and the multiple voting into which the Class B Shares are convertible, may be subject to certain sale or transfer restrictions in accordance with applicable securities laws. 9. Transaction costs Transaction costs consist principally of legal, accounting --- and underwriting costs incurred through to the date of the statement of financial position that are directly related to the Offering. At December 31, 2024, transaction costs incurred amounted to $12,644,744 (including $11,841,537 in underwriters’ commission of which $8,500,000 is deferred and payable only upon completion of a Qualifying Acquisition). Transaction costs were expensed to the statement of operations as incurred, except for $541,479 of transaction costs that were allocated to shareholders’ equity as they were determined to be in respect of the issuance of Rights and Class B shares. Transaction costs incurred from commencement of operations on May 9, 2024 to December 31, 2024 were allocated as follows: Shareholders' Statement of equity (deficit) Operations Total Underwriter's commission $ 497,347 $ 11,344,190 $ 11,841,537 Professional fees (legal, accounting, etc.) 44,132 759,075 803,207 $ 541,479 $ 12,103,265 $ 12,644,744 - 16 - Mercer Park Opportunities Corp. Notes to Condensed Interim Consolidated Financial Statements Three Months Ended December 31, 2025 and 2024 and Nine Months Ended December 31, 2025 and from May 9, 2024 (Date of Incorporation) to December 31, 2024 (Expressed in United States Dollars) (Unaudited) 9. Transaction costs (continued) Underwriter's commission In consideration for its services in connection with the Offering, the Corporation has agreed to pay the underwriter a commission equal to 5.5% of the gross proceeds of the Class A Restricted Voting Units issued under the Offering. The Corporation paid $3,187,500, representing $0.15 per Class A Restricted Voting Unit to the underwriter upon closing of the Offering. Upon completion of a Qualifying Acquisition, the remaining $8,500,000 (representing $0.40 per Class A Restricted Voting Unit), 75% of which will be payable by the Corporation to the underwriter only upon the closing of a Qualifying Acquisition (subject to availability, failing which any short fall would be required to be made up from other sources) and the remaining 25% of which (or, if a lesser amount, the balance of the non-redeemed shares' portion of the Escrow Account, less tax liabilities on amounts earned on the escrowed funds and certain expenses directly related to redemptions) will be payable by the Corporation as it sees fit, including for payment to other agents or advisors who have assisted with or participated in the sourcing, diligence and completion of its Qualifying Acquisition). 10. Financial instruments Fair value measurements The following table summarizes those assets and liabilities that are included at their fair values in the Corporation’s statements of financial position as at December 31, 2025, or those assets and liabilities for which fair value is otherwise disclosed in the accompanying notes to the consolidated financial statements. These assets and liabilities have been categorized into hierarchal levels, according to the significance of the inputs used in determining fair value measurements. Carrying value as at Fair value as at December 31, 2025 December 31, 2025 Level 1 Level 2 Level 3 ($) ($) ($) ($) Financial assets Cash and cash equivalents 12,734 12,734 - - Restricted cash and short-term investments held in escrow 225,896,389 225,896,389 - - Financial liabilities Class A Restricted Voting Shares subject to redemption 219,512,500 219,512,500 - - Warrant liability 558,391 558,391 - - - 17 - Mercer Park Opportunities Corp. Notes to Condensed Interim Consolidated --- Financial Statements Three Months Ended December 31, 2025 and 2024 and Nine Months Ended December 31, 2025 and from May 9, 2024 (Date of Incorporation) to December 31, 2024 (Expressed in United States Dollars) (Unaudited) 10. Financial instruments (continued) Carrying value as at Fair value as at December 31, 2024 December 31, 2024 Level 1 Level 2 Level 3 ($) ($) ($) ($) Financial assets Cash and cash equivalents 606,159 606,159 - - Restricted cash and short-term investments held in escrow 216,590,027 216,590,027 - - Financial liabilities Class A Restricted Voting Shares subject to redemption 208,675,000 208,675,000 - - Warrant liability 1,116,781 1,116,781 - - The Corporation is exposed to financial risks due to the nature of its business and the financial assets and liabilities that it holds. The Corporation’s overall risk management strategy seeks to minimize potential adverse effects of the Corporation’s financial performance. Market risk Market risk is the risk that a material loss may arise from fluctuations in the fair value of a financial instrument. For purposes of this disclosure, the Corporation segregates market risk into three categories: fair value risk, interest rate risk and currency risk. Fair value risk Fair value risk is the potential for loss from an adverse movement, excluding movements relating to changes in interest rates and foreign exchange rates, because of changes in market prices. The Corporation is exposed to fair value risk in respect of its Class A Restricted Voting Shares subject to redemption and warrant liability, which are carried in the Corporation’s consolidated financial statements at their fair value. A 1% increase in the fair value of Class A Restricted Voting Shares and warrant liability would result in an increase in net loss for the nine months ended December 31, 2025 of approximately $2,200,700 (from May 9, 2024 (Date of Incorporation) to December 31, 2024 - $2,098,000). A 1% decrease in the fair value of Class A Restricted Voting Shares and warrant liability would result in a decrease in net loss for the three months ended December 31, 2025 of approximately $2,200,700 (from May 9, 2024 (Date of Incorporation) to December 31, 2024 - $2,098,000). Interest rate risk Interest rate risk relates to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Due to the fixed interest rate on the Corporation's restricted cash and short-term balance held in escrow, its exposure to interest rate risk is nominal. Currency risk Currency risk relates to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates relative to the Corporation’s presentation currency of the United States dollar. The Corporation does not currently have any exposure to currency risk as the Corporation does not transact in any currency other than the United States dollar. - 18 - Mercer Park Opportunities Corp. Notes to Condensed Interim Consolidated Financial Statements Three Months Ended December 31, 2025 and 2024 and Nine Months Ended December 31, 2025 and from May 9, 2024 (Date of Incorporation) to December 31, 2024 (Expressed in United States Dollars) (Unaudited) 10. Financial instruments (continued) Concentration of credit risk Financial instruments that potentially subject the Corporation to concentration of credit risk consist of cash accounts in a financial institution, --- which, at times may exceed the Canada Deposit Insurance Corporation coverage of $100,000. As at December 31, 2025, the Corporation had not experienced losses on these accounts and management believes the Corporation is not exposed to significant risks on such accounts. The Corporation manages credit exposure related to cash and cash held in trust and restricted cash held in escrow by selecting financial institution counterparties with high credit ratings. 11. Capital management (a) The Corporation defines the capital that it manages as its shareholders’ equity (deficit), net of its Class A Restricted Voting Shares subject to redemption and warrant liability. The following table summarizes the carrying value of the Corporation’s capital as at December 31, 2025: Shareholders' equity (deficit) $ (3,645,631) Class A Restricted Voting Shares subject to redemption 219,512,500 Warrant liability 558,391 Balance, December 31, 2025 $ 216,425,260 The Corporation’s primary objective in managing capital is to ensure capital preservation in order to benefit from acquisition opportunities as they arise. (b) Liquidity As at December 31, 2025, the Corporation had $12,734 (March 31, 2025 - $323,256) in cash and cash equivalents. The Corporation expects to incur significant costs in pursuit of its acquisition plans. To the extent that the Corporation may require additional funding for general ongoing expenses or in connection with sourcing a proposed Qualifying Acquisition, the Corporation may obtain such funding by way of unsecured loans from the Sponsor and/or its affiliates, which loans would, unless approved otherwise by the Exchange, bear interest at no more than the prime rate plus 1%. The Sponsor would not have recourse under such loans against the Escrow Account, and thus the loans would not reduce the value of such Escrow Account. Such loans would collectively be subject to a maximum principal amount of 10% of the escrowed funds, and may be repayable in cash following the closing of a Qualifying Acquisition and may only be convertible into Class B Shares and/or Warrants in connection with the closing of a Qualifying Acquisition, subject to Exchange consent. Otherwise, and subject to any relief granted by the Exchange, the Corporation may seek to raise additional funds through a rights offering in respect of shares available to its shareholders, in accordance with the requirements of applicable securities legislation, and subject to placing the required funds raised in the Escrow Account in accordance with applicable Exchange rules. - 19 - Mercer Park Opportunities Corp. Notes to Condensed Interim Consolidated Financial Statements Three Months Ended December 31, 2025 and 2024 and Nine Months Ended December 31, 2025 and from May 9, 2024 (Date of Incorporation) to December 31, 2024 (Expressed in United States Dollars) (Unaudited) 12. Related party transactions In May 2024, the Corporation entered into an administrative services agreement with the Sponsor for an initial term of 18 months, subject to extension. Under the agreement, the Sponsor provides office space, utilities, and administrative support, which may include services performed by related parties, for various administrative, managerial, and operational purposes, including assistance in connection with the identification and evaluation of a potential Qualifying Acquisition, for a monthly fee of $10,000 plus applicable taxes. For the three and nine months ended December 31, 2025, the Corpor --- ation incurred administrative service expenses of $30,000 and $90,000, respectively (three months ended December 31, 2024 and from May 9, 2024 (Date of Incorporation) to December 31, 2024 - $30,000 and $50,000, respectively). As at December 31, 2025, an amount of $417,000 (March 31, 2025 - $nil) was payable to the Corporation’s Chief Executive Officer for out-of-pocket expenses paid on behalf of the Corporation related to the Qualifying Acquisition process. Amounts due to the Sponsor and the Chief Executive Officer are unsecured, non- interest bearing, and payable no earlier than the consummation of a Qualifying Acquisition, with no recourse against the funds held in the Escrow Account. Due to the short-term nature of these arrangements, the fair value of the amounts due to related parties approximates their carrying amounts. On July 22, 2024, the Sponsor executed a make whole agreement and undertaking in favour of the Corporation, whereby the Sponsor agreed to indemnify the Corporation in certain limited circumstances where the funds held in the Escrow Account are reduced to below $10.00 per Class A Restricted Voting Share. For the three and nine months ended December 31, 2025, the Corporation paid professional fees of $6,568 and $19,771, respectively (three months ended December 31, 2024 and from May 9, 2024 (Date of Incorporation) to December 31, 2024 - $6,561 and $14,137, respectively) to Marrelli Support Services Inc. (“Marrelli Support”), an organization of which the Corporation's Chief Financial Officer is President. These services were incurred in the normal course of operations for general accounting and financial reporting matters. As at December 31, 2025, Marrelli Support was owed $13,142 (March 31, 2025 - $2,180) and was included in due to related parties on the Corporation's statements of financial position. 13. General and administrative expenses From May 9, 2024 (Date of Nine Months Incorporation) Three Months Ended Ended to December 31, December 31, December 31, 2025 2024 2025 2024 Public company filing and listing costs $ 295,547 $ 89,084 $ 605,719 $ 306,594 General office expenses 259,551 124,303 607,649 241,084 $ 555,098 $ 213,387 $ 1,213,368 $ 547,678 - 20 - Mercer Park Opportunities Corp. Notes to Condensed Interim Consolidated Financial Statements Three Months Ended December 31, 2025 and 2024 and Nine Months Ended December 31, 2025 and from May 9, 2024 (Date of Incorporation) to December 31, 2024 (Expressed in United States Dollars) (Unaudited) 14. Proposed transaction On October 21, 2025, the Corporation entered into a transaction agreement with, among others, Cube Group, Inc., the operator of a high speed, non-custodial digital asset marketplace. The agreement contemplates the Corporation indirectly acquiring all of the shares of Cube Group, Inc. for $300 million. It also contemplates the Corporation continuing in Delaware under the name Cube Exchange Inc. and, as a condition of closing, acquiring a significant amount of Solana digital coins, also in exchange for shares of the Corporation. The transaction represents the Corporation’s proposed qualifying acquisition and is subject to the Exchange, regulatory and other approvals. Holders of the Corporation’s Class A restricted voting shares will have redemption rights on closing, which is currently targeted for April 1, 2026. 15. Comparative figures Certain comparative figures have been reclassified to conform with current year presentation. - 21 -