SEDAR Interim Financial Statements

Interim Condensed Consolidated Financial Statements of December 31, 2025 and 2024 (Unaudited - prepared in Canadian dollars) Contents Interim Condensed Consolidated Financial Statements: Notice to Reader 2 Consolidated Statements of Financial Position 3 Consolidated Statements of Net Loss and Comprehensive Loss 4 Consolidated Statements of Changes in Equity 5 Consolidated Statements of Cash Flows 6 Notes to the Interim Condensed Consolidated Financial Statements 7 - 37 THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 2 Notice to reader pursuant to National Instrument 51-102 – Continuous Disclosure Obligations Under National Instrument 51-102 – Continuous Disclosure Obligations, if an auditor has not performed a review of a reporting issuer’s interim financial statements, the financial statements must be accompanied by a notice indicating that they have not been reviewed by an auditor. The Company’s independent auditor has not performed a review of these interim condensed consolidated financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor. THREED CAPITAL INC. (Unaudited - expressed in Canadian dollars) December 31, June 30, Notes 2025 2025 Assets Cash 5 $ 6,293 $ 5,286 Due from brokers 5 6,151 8,779 Prepaids and receivables 5,6(f) 975,813 758,863 Related party loan receivables 5,6(e) 1,188,190 1,494,304 Investments, at fair value 3(b,c) 20,757,580 25,603,448 Digital assets, at fair value less cost to sell 4(b,c) 2,631,212 3,214,059 Property, equipment and right-of-use assets 7 293,116 344,976 $ 25,858,355 $ 31,429,715 Liabilities and Equity Accounts payable and accrued liabilities 5 $ 244,960 $ 557,660 Unearned revenue 746 60,746 Lease liabilities 5,14 313,805 359,375 559,511 977,781 Equity Share capital 8(a) 109,961,580 109,336,301 Contributed surplus 8(b) 45,299,510 45,163,601 Warrants 8(d) 2,085,766 1,658,477 Foreign currency translation reserve 875,075 875,160 Deficit (132,923,087) (126,581,605) 25,298,844 30,451,934 $ 25,858,355 $ 31,429,715 Commitments and contingencies 14 Subsequent events 15 Consolidated Statements of Financial Position As at December 31, 2025 and June 30, 2025 See accompanying notes to the interim condensed consolidated financial statements. 3 THREED CAPITAL INC. Consolidated Statements of Net Loss and Comprehensive Loss (Unaudited - expressed in Canadian dollars) Notes 2025 2024 2025 2024 Net investment and digital asset gains (losses) Net realized losses on disposal of investments $ (423,386) $ (1,613,489) $ (723,442) $ (6,066,973) Net unrealized gains (losses) on investments (797,899) 723,611 (3,169,011) 5,702,791 Net realized gains (losses) on disposal of digital assets 149,034 9 758,644 (2,267) Net unrealized losses on digital assets (1,823,542) (501,292) (1,714,431) (1,143,413) (2,895,793) (1,391,161) (4,848,240) (1,509,862) Consulting and administrative income 99,000 87,000 198,000 174,000 Interest and dividend income 25,831 56,663 64,247 212,757 (2,770,962) (1,247,498) (4,585,993) (1,123,105) Expenses Operating, general and administrative 9 730,710 953,520 1,726,509 1,996,968 Finance expenses 10 12,728 15,560 28,980 195,085 743,438 969,080 1,755,489 2,192,053 Loss before income taxes (3,514,400) (2,216,578) (6,341,482) (3,315,158) Income tax expense - - - - Net loss for --- the period (3,514,400) (2,216,578) (6,341,482) (3,315,158) Other comprehensive income Exchange differences on translation of foreign operations 288 (648) (85) (397) Total comprehensive loss for the period $ (3,514,112) $ (2,217,226) $ (6,341,567) $ (3,315,555) Loss per common share based 8(e) on net loss for the period Basic $ (0.04) $ (0.04) $ (0.07) $ (0.06) Diluted $ (0.04) $ (0.04) $ (0.07) $ (0.06) 8(e) Basic 94,287,635 56,647,635 89,498,505 56,474,657 Diluted 94,287,635 56,647,635 89,498,505 56,474,657 See accompanying notes to the interim condensed consolidated financial statements. Three And Six Months Ended December 31, Six Months Ended Weighted average number of common shares outstanding Three Months Ended 4 THREED CAPITAL INC. Number of shares Share capital Warrants Contributed surplus Foreign currency translation reserve Deficit Total equity Balance as at June 30, 2024 Notes 52,031,493 108,886,712 $ - $ 42,686,780 $ 875,102 $ (107,729,192) $ 44,719,402 $ Net loss for the period - - - - - (3,315,158) (3,315,158) Exchange differences on translation of foreign operations - - - - (397) - (397) Total comprehensive income (loss) for the period - - - - (397) (3,315,158) (3,315,555) Stock-based compensation expense 8(b) - - - 292,910 - - 292,910 Issued pursuant to acquisition of investments 8(a) 200,000 160,000 - - - - 160,000 Shares issued from private placement 8(a) 5,574,100 920,938 - - - - 920,938 Warrants issued from private placement 8(d) - - 584,069 - - - 584,069 Issuance costs 8(a,d) - (1,653) (1,049) - - - (2,702) Cancellation of normal course issuer buy back shares 8(a) (1,157,958) (2,204,948) - 1,856,012 - - (348,936) Balance as at December 31, 2024 56,647,635 107,761,049 $ 583,020 $ 44,835,702 $ 874,705 $ (111,044,350) $ 43,010,126 $ Balance as at June 30, 2025 76,687,635 109,336,301 1,658,477 45,163,601 875,160 (126,581,605) 30,451,934 Net loss for the period - - - - - (6,341,482) (6,341,482) Exchange differences on translation of foreign operations - - - - (85) - (85) Total comprehensive loss for the period - - - - (85) (6,341,482) (6,341,567) Stock-based compensation expense 8(b) - - - 135,909 - - 135,909 Shares issued from private placement 8(a) 17,600,000 627,325 - - - - 627,325 Warrants issued from private placement 8(d) - - 428,675 - - - 428,675 Issuance costs 8(a,d) - (2,046) (1,386) - - - (3,432) Balance as at December 31, 2025 94,287,635 109,961,580 $ 2,085,766 $ 45,299,510 $ 875,075 $ (132,923,087) $ 25,298,844 $ Consolidated Statements of Changes in Equity (Unaudited - expressed in Canadian dollars) See accompanying notes to the interim condensed consolidated financial statements. Six Months Ended December 31, 2025 and 2024 5 THREED CAPITAL INC. Consolidated Statements of Cash Flows Notes 2025 2024 Cash flows from operating activities Net loss for the period (6,341,482) $ (3,315,158) $ Items not affecting cash Net realized losses on disposal of investments 723,442 6,066,973 Net change in unrealized losses (gains) on investments 3,169,011 (5,702,791) Net realized losses (gains) on disposal of digital assets (758,644) 2,267 Net change in unrealized losses on digital assets 1,714,431 1,143,413 Non-cash consulting, interest, and dividend income (72,040) (327,999) Non-cash transaction costs 2,101 264 Stock-based compensation expense 8(b) 135,909 292,910 Depreciation expense 7 51,860 52,504 Finance expense 10 25,437 31,681 (1,349,975) (1,755,936) Changes in non-cash working capital balances Proceeds on disposal of --- investments 2,049,055 46,122,168 Purchases of investments (1,071,910) (34,256,147) Advances made on investments not yet closed - (238,558) Proceeds on disposal of digital assets 4,692,335 522,216 Purchases of digital assets (5,050,465) (790,065) Increase in prepaids and receivables (216,950) (579,459) Decrease in due from brokers (915) (3,116) (312,700) 26,842 Decrease in unearned revenue (60,000) - Decrease in due to brokers - (10,414,509) (1,321,525) (1,366,564) Cash flows from investing activities Loans provided to officer 6(e) - (1,000,000) Loan payments received from officer 6(e) 337,514 1,000,000 Interest received from loan provided to officer - 14,967 337,514 14,967 Cash flows from financing activities Proceeds received for shares and warrants issued 8(a) 1,056,000 1,505,007 Issuance costs of shares and warrants issued 8(a,d) (3,432) (2,702) 8(a) - (348,936) Interest expense on margin borrowings 10 3,543 (163,404) Principal payments of lease liabilities (71,008) (71,007) 985,103 918,958 Net increase (decrease) in cash during the period 1,092 (432,639) Exchange rate changes on foreign currency cash balances (85) (397) Cash, beginning of period 5,286 482,146 Cash, end of period 6,293 $ 49,110 $ Supplemental disclosure of cash flow information 11 See accompanying notes to the interim condensed consolidated financial statements. Six Months Ended December 31, (Unaudited - expressed in Canadian dollars) Increase (decrease) in accounts payable and accrued liabilities Purchase of shares cancelled under the normal course issuer bid 6 THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 7 1. Nature of business ThreeD Capital Inc. (“ThreeD” or the “Company”) is a publicly traded Canadian-based venture capital firm that operates as a venture capital organization, focused on opportunistic investments in companies in the junior resources and disruptive technologies sectors. ThreeD’s investment strategy is to invest in multiple private and public companies across a variety of sectors globally. ThreeD seeks to invest in early-stage companies where it may be the lead investor and can additionally provide investees with advisory services and access to the Company’s ecosystem. The Company's investments are often in start-up ventures focused on capital appreciation, rather than income return, and are categorized as venture capital investments. These are held as part of an investment portfolio with value expected to be realized primarily through exit events such as public listings, mergers, acquisitions, or sales on the open market, rather than through ongoing income or as a medium through which the Company carries out its business. Investments are typically in businesses unrelated to the Company's business. The investments are managed on a fair value basis. The Company is continued under the Canada Business Corporations Act on December 1, 2011, and its common shares are publicly traded on the Canadian Securities Exchange (“CSE”) under the symbol “IDK” and on the OTCQB Venture Market under the symbol “IDKFF”. The Company is domiciled in the province of Ontario, and its head office is located at 130 Spadina Ave., Suite 401, Toronto, Ontario, Canada. The interim condensed consolidated financial statements for the three and six months ended December 31, 2025 (the “Interim Consolidated Statements”) were approved for issuance by the Company’s board --- of directors on February 13, 2026. 2. Material Accounting Policies (a) Statement of compliance: The Interim Consolidated Statements are unaudited and have been prepared on a condensed basis in accordance with International Accounting Standard 34, Interim Financial Reporting, issued by the International Accounting Standards Board (“IASB”) and interpretations of International Financial Reporting Interpretations Committee using accounting policies consistent with International Financial Reporting Standards (“IFRS”). The Interim Consolidated Statements should be read together with the annual audited consolidated financial statements as at and for the year ended June 30, 2025. The same accounting policies and methods of computation were followed in the preparation of the Interim Consolidated Statements as were followed in the preparation of and as described in Note 2 of the annual audited consolidated financial statements as at and for the year ended June 30, 2025, with the exception of new accounting standards and amendments adopted during the current period as outlined in Note 2(b). THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 8 (b) Recent accounting pronouncements During the six months ended December 31, 2025, the Company adopted the amendments to IAS 21, ‘The Effects of Changes in Foreign Exchange Rates’. The amendment specifies when a currency is exchangeable into another currency and when it is not, how a company determines the exchange rate to apply when a currency is not exchangeable, and the required disclosure of additional information when a currency is not exchangeable. This amendment did not have an effect on the Interim Consolidated Statements. (c) Basis of presentation: The Interim Consolidated Statements have been prepared using the historical cost convention except for certain financial instruments which have been measured at fair value. All monetary values referenced in these notes are expressed in Canadian dollar amounts (“$”), unless otherwise stated. (d) Basis of consolidation: The Interim Consolidated Statements include the financial statements of ThreeD and its wholly-owned inactive subsidiaries: Blockamoto.io Corp., Brownstone Ventures (Barbados) Inc., Compute AI Inc., and 2121197 Ontario Ltd. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company’s reporting period, using consistent accounting policies. All inter-company account balances and transactions have been eliminated upon consolidation. (e) Critical accounting judgments, estimates and assumptions: The preparation of the Interim Consolidated Statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the Interim Consolidated Statements and the reported amounts of revenue and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these judgments, estimates and assum --- ptions could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in future periods. The information about significant areas of estimation uncertainty and judgment considered by management in preparing the Interim Consolidated Statements were the same as those THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 9 used in the preparation, and as described in Note 2, of the annual audited consolidated financial statements as at and for the year ended June 30, 2025. 3. Investments at fair value and financial instruments hierarchy (a) Determination of fair value: The determination of fair value requires judgment and is based on market information, where available and appropriate. At the end of each financial reporting period, the Company’s management estimates the fair value of investments based on the criteria below and reflects such valuations in the Interim Consolidated Statements. The Company is also required to disclose details of its investments (and other financial assets and liabilities reported at fair value) within three hierarchy levels (Level 1, 2, or 3) based on the transparency of inputs used in measuring the fair value, and to provide additional disclosure in connection therewith. 1. Publicly-traded investments: a. Securities, including shares, options, and warrants that are traded in an active market (such as on a recognized securities exchange) and for which no sales restrictions apply are presented at fair value based on quoted closing trade prices at the consolidated statements of financial position date or the closing trade price on the last day the security traded if there were no trades at the consolidated statements of financial position date. These investments are included in Level 1. b. Securities that are traded on a recognized securities exchange, but which are escrowed or otherwise restricted as to sale or transfer are recorded at amounts discounted from market value by 2%, using Finnerty’s put option model. Such discount range was mainly driven by the underlying volatility of the investee companies. In determining the discount for such investments, the Company considers the nature and length of the restriction. These investments are included in Level 2. c. For options and warrants that are not traded on a recognized securities exchange, no market value is readily available. These investments are measured using the Black- Scholes option pricing model. These investments are included in Level 2. d. Convertible debentures and loans of public companies are initially recorded at the transaction price, being the fair value at the time of acquisition. Thereafter, at the end of each financial reporting period, the combined instrument is adjusted to fair value based on probability-weighted approach. These investments are included in Level 2. THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 10 2. Private company investments: All privately-held investments (other than options and warrants) are initially recorded at the transaction price, being the fair value at the time of acquisition. Thereafter, at each reporting period, the fair value of an investment may, depending upon the circumstances, be adjusted using one or more of the valuation indi --- cators. These investments are included in Level 3. (b) The fair value and cost of investments are as follows: Fair Value Cost December 31, 2025 $ 20,757,580 $ 27,093,035 June 30, 2025 25,603,448 $ 28,769,892 (c) Financial instruments hierarchy: The fair value measurements use a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The level in the hierarchy within which the fair value measurement is categorized is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. The fair value hierarchy has the following levels: (i) Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1). (ii) Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2). (iii) Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3). For financial instruments that are recognized at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 11 The following table presents the Company’s financial instruments, measured at fair value and categorized into levels of the fair value hierarchy on the consolidated statements of financial position as at December 31, 2025 and June 30, 2025: Level 1 Quoted market price Level 2 Valuation technique - observable market inputs Level 3 Valuation technique - non-observable market inputs Total Dec. 31, 2025 6,626,822 $ 3,693,996 $ 10,436,762 $ 20,757,580 $ June 30, 2025 6,072,539 $ 5,945,295 $ 13,585,614 $ 25,603,448 $ Investments, at fair value Level 2 investments include warrants of public issuers and common stock of public issuers, whose resale is currently restricted. These securities typically have up to a maximum 120-day hold period and are valued by applying a discount against the price of the unrestricted public stock price. Once the restriction has elapsed, these securities will become Level 1 securities. During the six months ended December 31, 2025, Level 2 investments amounting to $2,108,912 (December 31, 2024 - $2,848,443) were transferred to Level 1 investments. In addition, investments which are in Level 3 and become public issuers during the period are transferred to Level 1 or 2. The following table presents the changes in fair value measurements of financial instruments classified as Level 3 for the six months ended December 31, 2025 and year ended June 30, 2025. These financial instruments are measured at fair value utilizing non- observable market inputs based on specific company information and general market conditions. The net change in unrealized gains (losses) are recognized in the consolidated statements of loss and comprehensive loss. Balance as at June 30, 2024 $ 23,527,428 Additions 1,986,095 Realized loss on disposals (888,651) Transfer to Level 1 (339,024) Transfer to digital assets (344,004) Net unrealized losses (10,356,230) Balance as at June 30, 2025 $ 13,585,614 Additions 305,023 Transfe --- r to Level 1 (674,145) Net unrealized losses (2,779,730) Balance as at December 31, 2025 $ 10,436,762 THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 12 Significant unobservable inputs used in the fair value measurement of Level 3 investments were: Description Fair value at December 31, 2025 Valuation technique / Unobservable inputs % of investments Inputs Unlisted private equities 10,291,143 $ Recent transactions, Calibration and indexing 49.6 Recent transaction price Unlisted private equities - Investments in new holdings - Recent transaction price Unlisted convertible debentures 115,448 Discounted cash flow, discount rate 0.6 Discount rate Unlisted warrants 30,171 Black Scholes Market prices, volatility, discount rate 0.1 Volatility 10,436,762 $ 50.3 Description Fair value at June 30, 2025 Valuation technique / Unobservable inputs % of investments Inputs Unlisted private equities 12,909,348 $ Recent transactions, Calibration and indexing 50.4 Recent transaction price Unlisted private equities 523,962 Investments in new holdings 2.0 Recent transaction price Unlisted convertible debentures 110,344 Discounted cash flow, discount rate 0.4 Discount rate Unlisted warrants 41,960 Black Scholes Market prices, volatility, discount rate 0.2 Volatility 13,585,614 $ 53.0 Investments in convertible debentures are comprised of loans receivable that are convertible into common shares of the investees at a conversion price based on fixed and variable prices. These loans carry interest ranging between 8% to 10% and have maturity dates within 1 to 2 years. For investments valued based on trends in comparable publicly traded companies, general market conditions, and specific company information, the inputs used can be highly judgmental. A +/- 5% change on the fair value (i.e. recent transaction price) will result in a corresponding +/- $585,339 (June 30, 2025 - $679,281) change in the total fair value of the THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 13 investments. While this illustrates the overall effect of changing the values of the unobservable inputs by a set percentage, the significance of the impact and the range of reasonably possible alternative assumptions may differ materially between investments, given their different terms and circumstances. The sensitivity analysis is intended to reflect the uncertainty inherent in the valuation of these investments under current market conditions, and its results cannot be extrapolated due to non-linear effects that changes in valuation assumptions may have on the fair value of the investments. Furthermore, the analysis does not indicate a probability of such changes occurring and it does not necessarily represent the Company’s view of expected future changes in the fair value of this investment. Any management actions that may be taken to mitigate the inherent risks are not reflected in this analysis. 4. Digital assets at fair value less costs to sell (a) Determination of digital assets’ fair values: Digital assets consist of the following: (i) electronic currency, coins, or alternative cryptocurrency coins (altcoins) – a type of currency only available in digital form; (ii) digital tokens – a representation of a particular asset or utility which are created and distributed t --- o the public through an Initial Coin Offering (“ICO”). ICO is a means of crowdfunding, through the release of a new token to fund project development similar to an initial public offering for stocks; (iii) token pooling contracts – an agreement to lend digital tokens for a specified period of time, at a fixed interest rate, where interest payments are received in the form of digital tokens; and (iv) simple agreement for future tokens (“SAFT”) – an agreement with a promise to distribute tokens to investors in the future (a token presale and not an ICO). (v) nodes - digital assets that grant the holder rights to operate, host, or participate in decentralized network infrastructure. Digital coins and digital tokens held by the Company are carried at fair value less cost to sell for the purposes of consolidated financial statements. The Company determines the fair value of digital coins and digital tokens using the closing price on the valuation date provided by the crypto exchange that the Company considers the principal market. To determine which exchange is the principal market for the purpose of calculating the fair value less costs to sell THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 14 of a particular digital asset, the Company considers only those exchanges that are available to be used by the Company, have an online trading platform and published transaction price and volume data. The determination of principal market is specific to a particular digital asset. Based on these requirements, the Company prepares a list of eligible crypto exchanges and consider the following criteria to select the principal market: (i) whether it contains the crypto trading pairs that Company transacts with; (ii) the volume of digital coins and digital tokens traded on such exchange in the prior twelve month. Digital coins and tokens which are not actively traded and purchases under SAFTs or received through token pooling contracts or nodes are initially recorded at the transaction price, being the fair value at the time of acquisition. Thereafter, at each reporting period, the fair value (depending upon the circumstances) may be adjusted using one or more valuation indicators (refer to the accounting policy for the fair value of investments in private companies). These are included in Level 3. Token pooling contracts are initially recorded at fair value at the time the tokens are transferred to a pooling arrangement. During the six months ended December 31, 2025, the Company’s token pooling contract matured, and all tokens transferred to the pooling arrangement were returned to the Company. As at December 31, 2025, the Company had no token pooling contracts outstanding. As at June 30, 2025 the Company had one token pooling contract, the fair value of which was determined using a number of inputs including the market value of the tokens provided which was US$0.0334 per token, token volatility of 124%, a discount for lack of marketability of 27%, a credit spread of 22.5%, and a potential default percentage of 10%. Token pooling contracts are subsequently remeasured at fair value each reporting period using appropriate valuation techniques based on the terms of the token pooling contract. (b) The fair value and cost of digital assets as at December 31, 2025 is as follows: Cost FVLCTS Digital coins $ 2,900 $ 2,810 Digital tokens 4,428,225 1,7 --- 77,259 SAFTs 1,170,405 - Nodes 191,102 851,143 $ 5,792,632 $ 2,631,212 THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 15 The fair value and cost of digital assets as at June 30, 2025 is as follows: Cost FVLCTS Digital coins $ 3,187 $ 2,831 Digital tokens 2,672,366 1,955,939 Token Pooling Contracts 244,188 255,272 SAFTs 1,550,205 621,584 Nodes 191,102 378,433 $ 4,661,048 $ 3,214,059 Digital currency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the global political and economic conditions. Digital assets have a limited history, and the fair value historically has been very volatile. The Company may not be able to liquidate its inventory of digital currency at its desired price if required. The Company also invests in token pooling contracts which are agreements to lend or borrow digital tokens for a specified period of time, at a fixed interest rate, where the interest received is in the form of additional digital tokens. Token pooling contracts carry a unique set of terms depending on the arrangement entered into and are subject to high risks. The Company also invests in SAFTs, which are agreements with a promise by the investee company to distribute tokens to investors in the future (i.e.: a token presale and not an ICO). There may be no resale of SAFT, and a considerable period of time may elapse between the payment of the SAFT and the receipt of the tokens, if at all. SAFTs are subject to high risks. Additionally, the Company has also invested in Nodes which grant the holder the rights to operate, host, or participate in decentralized network infrastructure providing future rewards or incentives for participation in the network. There may be no resale of Nodes, and a considerable period of time may elapse between the purchase of a Node and receipt of rewards for network participation, if at all. Nodes are subject to high risks. THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 16 (c) The following table presents the Company’s digital assets, measured at fair value less costs to sell and categorized into levels of the fair value hierarchy on the consolidated statement of financial position as at December 31, 2025: Digital assets, at fair value less cost to sell Level 1 Quoted market price Level 2 Valuation technique - observable market inputs Level 3 Valuation technique - unobservable market inputs Total Digital coins - $ 2,810 $ - $ 2,810 $ Digital tokens - 1,777,259 - 1,777,259 Nodes - - 851,143 851,143 - $ 1,780,069 $ 851,143 $ 2,631,212 $ The following table presents the Company’s digital assets, measured at fair value less costs to sell and categorized into levels of the fair value hierarchy on the consolidated statement of financial position as at June 30, 2025: Digital assets, at fair value less cost to sell Level 1 Quoted market price Level 2 Valuation technique - observable market inputs Level 3 Valuation technique - unobservable market inputs Total Digital coins - $ 2,831 $ - $ 2,831 $ Digital tokens - 1,955,939 - 1,955,939 Token pooling contracts - - 255,272 255,272 SAFTs - - 621,584 621,584 Nodes - - 378,433 378,433 - $ 1,958,770 $ 1,255,289 $ 3,214,059 $ Transfers between Levels are deemed to have occurred at the da --- te of event. The transfer out of Level 3 consists of digital assets that become actively traded on a digital exchange during the year, or when tokens are received from SAFTs, or the maturity of token pooling contracts. THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 17 The following table presents the changes in fair value measurements of digital assets classified as Level 3 for the six months ended December 31, 2025 and year ended June 30, 2025: Balance as at June 30, 2024 $ 2,943,037 Additions 262,622 Transfer to Level 2 (158,304) Net unrealized losses (1,792,066) Balance as at June 30, 2025 $ 1,255,289 Transfer to Level 2 (623,988) Net unrealized gains 219,842 Balance as at December 31, 2025 $ 851,143 Significant unobservable inputs used in the fair value measurement of Level 3 digital assets include changes in other digital currency rate equivalents. A +/- 5% change on the fair value (i.e. recent transaction price) of Level 3 digital assets will result in a corresponding +/- $42,557 (June 30, 2025 - $62,764) change in the total fair value of the Level 3 digital assets. While this illustrates the overall effect of changing the values of the unobservable inputs by a set percentage, the significance of the impact and the range of reasonably possible alternative assumptions may differ significantly between digital assets. 5. Financial assets and liabilities other than investments at fair value Financial assets and liabilities other than investments at fair value are as follows: December 31, 2025 June 30, 2025 Cash $ 6,293 $ 5,286 Due from brokers 6,151 8,779 Receivables (excluding sales tax receivables) 200,010 67,800 Related party loans receivable 1,188,190 1,494,304 Accounts payable and accrued liabilities (244,960) (557,660) Lease liabilities (313,805) (359,375) $ 841,879 $ 659,134 The carrying values of cash, due from brokers, receivables, related party loans receivable, and accounts payable, approximate their fair values due to the short term to maturity for these instruments. Lease liabilities carrying amount approximates its fair value as it is present valued at the discount rate implicit in the lease or using the Company’s incremental borrowing rate. As at December 31, 2025, and June 30, 2025 there were no expected credit losses on the outstanding receivables. THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 18 6. Related party transactions All transactions with related parties have occurred in the normal course of operations and are recorded at the exchange amount, which is the amount of consideration established and agreed to by the related parties. (a) Compensation to key management personnel and directors during the three and six months ended December 31, 2025 and 2024 were as follows: 2025 2024 2025 2024 Salaries and consulting fees 288,000 $ 382,000 $ 876,000 $ 614,000 $ CEO performance bonus - (19,722) - - Director fees 51,250 51,250 102,500 102,500 Other short-term benefits 3,008 2,532 5,770 5,064 Stock-based compensation expense 47,080 130,755 126,799 290,233 Total 389,338 $ 546,815 1,111,069 $ 1,011,797 Three months ended December 31, Six months ended December 31, Key management personnel include the Chairman/Chief Executive Officer (“CEO”) and the Chief Financial Officer/Corporate Secretary (“CFO” --- ) of the Company. The CEO performance bonus for the current year starting July 1, 2025, is calculated as 5% of the increase in net asset value (calculated as the value of the total assets less the value of total liabilities) from June 30, 2024. As at December 31, 2025, the Company calculated the CEO performance bonus to be $nil (December 31, 2024 - $nil). (b) On September 6, 2024, 950,000 stock options were granted to the CEO of the Company, exercisable at a price of $0.25 per share, expiring September 6, 2029. On January 21, 2025 2,300,000 stock options were granted to the officers and directors of the Company exercisable at a price of $0.25 per share, expiring January 21, 2030. (c) During the year ended June 30, 2025, the Company completed various non-brokered private placements as described in Note 8(a). Directors, officers, and close family members of the CEO subscribed for a total of 19,200,000 units for gross proceeds received of $3,000,000. Upon completion of the private placements, the directors, officers, and close family members of the CEO who participated in the private placements were issued an aggregate of 19,200,000 common shares and 19,200,000 common share purchase warrants of the Company. THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 19 (d) During the six months ended December 31, 2025, the Company completed various non- brokered private placements as described in Note 8(a). Directors and close family members of the CEO subscribed for a total of 17,600,000 units for gross proceeds received of $1,056,000. Upon completion of the private placements, the directors and close family members of the CEO who participated in the private placements were issued an aggregate of 17,600,000 common shares and 17,600,000 common share purchase warrants of the Company. (e) During the year ended June 30, 2025, the Company provided two loans to the CEO of the Company. The first loan was for $1,000,000 (the “First Loan”) and the second loan was for $1,750,000 (the “Second Loan”). Both loans carried interest at a rate of 5% per annum. The First Loan was repayable on or before December 31, 2024 and was repaid in its entirety in November 2024. The Second Loan was initially repayable on or before December 31, 2025. During the six months ended December 31, 2025, the Second Loan was extended and is now repayable on or before December 31, 2026. During the six months ended December 31, 2025, the CEO of the Company repaid a total of $337,514 (December 31, 2024 - $1,000,000) relating to the outstanding loan balances. During the three and six months ended December 31, 2025, the Company recorded interest income on these loans of $20,297 (December 31, 2024 - $11,208) and $31,400 (December 31, 2024 - $14,967) respectively. These amounts are included within interest and dividend income on the Company’s consolidated statement of net loss and comprehensive loss. As at December 31, 2025, a total balance of $1,188,190 (June 30, 2025 - $1,494,304) remains owing from the CEO of the Company. (f) As at December 31, 2025, included in prepaids and accounts receivables is $715,212 (June 30, 2025 - $603,254) in prepaid consulting fees to Park Place Limited, a private company controlled by the CEO. (g) As at December 31, 2025, included in accounts payable and accrued liabilities is $118,500 (June 30, 2025 - $145,700) of director fees and consulting fees pay --- able to certain independent directors of the Company. (h) In May 2025, the Company announced that it had entered into a Joint Operating Agreement (the “Agreement”) with its CEO, for the purpose of monetizing complementary digital assets held by each respective party. Under the terms of the Agreement, ThreeD will contribute 6,291,456 HyperCycle tokens (“Contributed Tokens”) and the CEO will contribute 12 HyperCycle masternodes (“HYPC Nodes”) to a coordinated operation (“Joint Operation”). The total aggregate market value of the Contributed Tokens is approximately $550,000 USD, which is approximately equal to the market value of the HYPC Nodes contributed by the CEO at the time of the Agreement. The objective of the Joint Operation is to leverage the HYPC Nodes and Contributed Tokens synergistically to generate income through participation in the HyperCycle decentralized AI computation ecosystem. THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 20 Each party will retain beneficial ownership of their contributed assets. ThreeD will maintain control and custody of the Contributed Tokens, while the CEO will retain beneficial ownership of the HYPC Nodes, though operational access and custody of the HYPC Nodes will temporarily be delegated to a digital wallet controlled by ThreeD for operational purposes. Revenues and expenses relating to the Joint Operation will be shared equally (50/50) between ThreeD and the CEO. Either party may elect to withdraw their contributed assets upon 30 days’ notice, subject to orderly wind-down provisions. The Agreement also includes an income cap of $2,000,000, at which point the Joint Operation will automatically terminate, and the contributed assets will be returned to their respective owners, net of outstanding obligations. During the six months ended December 31, 2025 and 2024, no amounts have been recorded on the Interim Consolidated Statements relating to the Agreement. 7. Property, equipment, and right-of-use assets Property, equipment and right-of-use assets are as follows as at December 31, 2025 and June 30, 2025: Cost Furniture and fixtures Computer equipment Right-of-use assets (1) Total Balance - June 30, 2025 and 2024 $ 99,720 $ 28,664 $ 957,177 $ 1,085,562 Derecognition - (28,664) - (28,664) Balance - December 31, 2025 $ 99,720 $ - $ 957,177 $ 1,056,898 Accumulated Depreciation Furniture and fixtures Computer equipment Right-of-use assets (1) Total Balance – June 30, 2024 $ 79,404 $ 27,801 $ 528,703 $ 635,908 Depreciation 4,065 625 99,987 104,678 Balance – June 30, 2025 $ 83,469 $ 28,426 $ 628,690 $ 740,586 Depreciation 1,625 238 49,997 51,860 Derecognition - (28,664) - (28,664) Balance – December 31, 2025 $ 85,094 $ - $ 678,687 $ 763,782 Carrying Value Furniture and fixtures Computer equipment Right-of-use assets (1) Total Balance – June 30, 2025 $ 16,251 $ 239 $ 328,486 $ 344,976 Balance – December 31, 2025 $ 14,626 $ - $ 278,490 $ 293,116 d (1) The Company’s right-of-use assets consist of leases for office space and office equipment. THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 21 8. Equity (a) Authorized: unlimited number of common shares (no par value). The following table summarizes the issuances and cancellation of the Company’s common shares as at December 31, 2025 a --- nd June 30, 2025: Number of common shares Share capital Ending balance, as at June 30, 2024 52,031,493 108,886,712 $ Shares repurchased and cancelled(1) (1,157,958) (2,204,948) Issued pursuant to the completion of private placements(2) 25,614,100 2,494,537 Issued pursuant to the acquisition of investments(3) 200,000 160,000 Ending balance, as at June 30, 2025 76,687,635 109,336,301 $ Issued pursuant to the completion of private placements(4) 17,600,000 625,279 Ending balance, as at December 31, 2025 94,287,635 109,961,580 $ (1) In September 2024, the Company announced its intention to effect a new normal course issuer bid NCIB (“NCIB”) through the facilities of the CSE. Pursuant to the NCIB, during the twelve-month period commencing September 23, 2024 and ending September 23, 2025, the Company was entitled to purchase on the CSE up to 2,843,554 common shares in total, representing approximately 5% of the common shares issued and outstanding as of September 23, 2024. The price for which the Company was to pay for any such shares was the market price at the time of acquisition. The actual number of common shares to be purchased and the timing of any such purchases was determined by the Company. During the year ended June 30, 2025, the Company repurchased and cancelled 1,157,958 common shares at an average price of $0.30 per share for total cost of $348,936. (2) During the year ended June 30, 2025, the Company completed three non-brokered private placements (the “2025 Private Placements”) with the issuance of units at $0.27 per unit, $0.15 per unit, and $0.10 per unit. Each unit consisted of one common share and one common share purchase warrant. See Note 8(d) for further details surrounding the warrants. Details of the 2025 Private Placements are summarized below: Date Total gross proceeds(i) Total issuance costs (ii) Number common shares Number of warrants Exercise price warrants Expiry date of warrants July 15, 2024 $ 1,505,007 $ 2,701 5,574,100 5,574,100 $ 0.40 July 15, 2027 January 17, 2025 1,956,000 2,982 13,040,000 13,040,000 0.22 January 17, 2028 March 13, 2025 700,000 2,310 7,000,000 7,000,000 0.20 March 13, 2030 Total $ 4,161,007 $ 7,993 25,614,100 25,614,100 THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 22 (i) $2,499,287 of the total gross proceeds have been allocated to the value of the common shares issued, while the remaining $1,661,720 has been allocated to the value of the Warrants using the proportional allocation method. (ii) $4,750 of the total issuance costs have been allocated to the value of the common shares issued, while the remaining amount of $3,243 has been allocated to the value of the Warrants using the proportional allocation method. (3) In August 2024, the Company acquired 3,200,000 common shares of Sariel Diagnostics Corp., a privately held corporation existing under the laws of the Province of British Columbia, at a price of $0.05 per share. In consideration, the Company issued an aggregate 200,000 common shares of the Company at a price of $0.80 per common share for a total value of $160,000. (4) During the six months ended December 31, 2025, the Company completed two non-brokered private placements (the “Private Placements”) with the issuance of units at a price of $0.06 per unit. Each unit consisted of one common share and one common share purchase warrant. See Note 8(d) for further details --- surrounding the warrants. Details of the Private Placements are summarized below: Date Total gross proceeds(i) Total issuance costs (ii) Number common shares Number of warrants Exercise price warrants Expiry date of warrants August 1, 2025 $ 696,000 $ 1,998 11,600,000 11,600,000 $ 0.15 August 1, 2030 September 23, 2025 360,000 1,434 6,000,000 6,000,000 0.15 September 23, 2030 Total $ 1,056,000 $ 3,432 17,600,000 17,600,000 (i) $627,325 of the total gross proceeds have been allocated to the value of the common shares issued, while the remaining $428,675 has been allocated to the value of the Warrants using the proportional allocation method. (ii) $2,046 of the total issuance costs have been allocated to the value of the common shares issued, while the remaining amount of $1,386 has been allocated to the value of the Warrants using the proportional allocation method. THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 23 (b) Stock options: The Company grants stock options to eligible directors, officers, key employees and consultants under its 2006 stock option plan to enable them to purchase common shares of the Company. Under the terms of the plan, the number of common shares that may be issued pursuant to the exercise of options granted under the plan may not exceed 20% of the number of common shares outstanding at the time of grant. The exercise price of an option granted under the plan cannot be less than the closing price of the common shares on the last day on which the common shares trade prior to the grant date of the option. An individual can receive grants of no more than 10% of the outstanding shares of the Company on a yearly basis and options are exercisable over a period not exceeding five years. Stock options granted generally vest at the rate of 1/6 of the grant every three months over an 18-month period. Options granted are accounted for using the fair value method of accounting for stock-based compensation. The Company records compensation expense and credits contributed surplus for all options granted. During the six months ended December 31, 2025, the Company granted 100,000 stock options exercisable at a price of $0.40 per share, expiring on October 30, 2027. The fair value of the options granted during the six months ended December 31, 2025, was estimated at the date of grant using the Black-Scholes option valuation model with the following assumptions: Black-Scholes option valuation model assumptions used Expected volatility 107.9% Expected dividend yield 0% Risk-free interest rate 2.41% Expected option life in years 2.00 Expected forfeiture rate 0% Fair value per stock option granted on October 30, 2025 $0.02 During the year ended June 30, 2025, the Company granted 3,550,000 stock options exercisable at prices between $0.25 and $0.90 per share, expiring between October 8, 2026 and January 21, 2030. THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 24 The fair value of the options granted during the year ended June 30, 2025, was estimated at the date of grant using the Black-Scholes option valuation model with the following assumptions: Black-Scholes option valuation model assumptions used Expected volatility 102.3% - 107.2% Expected dividend yield 0% Risk-free interest rate 2.89% - 3.24% Expected o --- ption life in years 2.00 - 2.58 Expected forfeiture rate 0% Fair value per stock option granted on September 6, 2024 $0.12 Fair value per stock option granted on October 8, 2024 $0.07 Fair value per stock option granted on January 21, 2025 $0.13 The expected volatility is based on the average historical volatility over the life of the option at ThreeD’s share price. The Company has not paid any cash dividends historically and has no plans to pay cash dividends in the foreseeable future. The risk-free interest rate is based on the yield of Canadian Benchmark Bonds with equivalent terms. The expected option life in years represents the period of time that options granted are expected to be outstanding based on historical options granted. Included in operating, general and administrative expenses for the three and six months ended December 31, 2025, is stock-based compensation expense of $50,608 (December 31, 2024 - $133,223) and $135,909 (December 31, 2024 - $292,910) respectively. A summary of the status of the Company’s stock options as at December 31, 2025, and June 30, 2025 with the changes during the periods then ended is presented below: # of options # of options Stock options Outstanding, at beginning of period 10,956,667 $0.50 7,527,501 $0.60 Granted 100,000 0.40 3,550,000 0.27 Expired (110,000) 0.30 (120,834) 0.26 Outstanding, at end of period 10,946,667 $0.50 10,956,667 $0.50 Exercisable, at end of period 9,438,333 $0.54 7,764,995 $0.58 December 31, 2025 June 30, 2025 Weighted average exercise price Weighted average exercise price THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 25 As at December 31, 2025, the weighted average remaining life of outstanding options was 2.47 years (June 30, 2025 – 2.95 years). The following table summarizes information about stock options outstanding and exercisable as at December 31, 2025: Number of options outstanding Number of options exercisable Exercise price Expiry date 100,000 100,000 0.50 January 3, 2026 1,300,000 1,300,000 0.75 January 15, 2026 400,000 400,000 0.80 March 18, 2026 500,000 500,000 1.25 March 26, 2026 100,000 100,000 0.90 October 8, 2026 750,000 750,000 0.80 December 13, 2026 225,000 225,000 0.80 February 16, 2027 100,000 - 0.40 October 30, 2027 821,667 821,667 0.50 December 1, 2027 1,450,000 1,450,000 0.40 December 19, 2028 1,750,000 1,750,000 0.40 June 11, 2029 950,000 791,666 0.25 September 6, 2029 2,500,000 1,250,000 0.25 January 21, 2030 10,946,667 9,438,333 (c) Restricted Share Units During the year ended June 30, 2025, the Company approved a Restricted Share Unit Plan (the “RSU Plan”). The RSU Plan allows the board of directors of the Company, at its discretion, to grant Restricted Share Units (“RSUs”) to eligible persons, including directors, officers, key employees and consultants of the Company. In making such grants the Board may impose such conditions on the vesting of the awards as it sees fit, including performance-based conditions and/or imposing a vesting period on grants of RSUs. The aggregate number of common shares available for issuance from treasury under the RSU Plan shall not exceed such number of common shares as is equal to 10% of the aggregate number of issued and outstanding common shares from time to time. As at December 31, 2025, no RSUs have been granted and no common shares have been issued relating to the RSU Plan. THREED CAPITAL INC --- . Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 26 (d) Warrants As outlined in Note 8(a), during the six months ended December 31, 2025, the Company completed various private placements and issued a total of 17,600,000 warrants. The warrants issued during the six months ended December 31, 2025 were valued at a total amount of $427,289 (net of issuance costs of $1,386). The warrants were valued using the Black-Scholes pricing model with the following assumptions: Black-Scholes option valuation model assumptions used: Expected volatility (%) Expected dividend yield (%) Risk-free interest rate (%) Expected option life in years Fair value per warrant issued, net of share issuance costs August 1, 2025 108.6 0.0 2.94 5 0.02 September 23, 2025 97.5 0.0 2.73 5 0.02 As outlined in Note 8(a), during the year ended June 30, 2025, the Company completed various private placements and issued a total of 25,614,100 warrants. The warrants issued during the year ended June 30, 2025 were valued at a total amount of $1,658,477 (net of issuance costs of $3,243). The warrants were valued using the Black-Scholes pricing model with the following assumptions: Black-Scholes option valuation model assumptions used: Expected volatility (%) Expected dividend yield (%) Risk-free interest rate (%) Expected option life in years Fair value per warrant issued, net of share issuance costs July 15, 2024 102.0 0.0 3.62 3 0.10 January 17, 2025 110.7 0.0 2.92 3 0.06 March 13, 2025 125.8 0.0 2.67 5 0.04 The expected volatility is based on the average historical volatility over the life of the warrants at the Company’s share price. The Company has not paid any cash dividends historically and has no plans to pay cash dividends in the foreseeable future. The risk-free interest rate is based on the yield of Canadian Benchmark Bonds with equivalent terms. The expected warrant life in years represents the period of time that the warrants are expected to be outstanding based on historical warrants issued. THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 27 The summary of the status of the Company’s warrants as at December 31, 2025 and June 30, 2025 with the changes during the periods then ended is presented below # of warrants # of warrants Warrants Outstanding, at beginning of period 25,614,100 $ 0.25 - $ - Issued 17,600,000 0.15 25,614,100 0.25 Outstanding, at end of period 43,214,100 $ 0.21 25,614,100 $ 0.25 December 31, 2025 June 30, 2025 Weighted average exercise price Weighted average exercise price The following table summarizes information about outstanding warrants as at December 31, 2025: Number of warrants outstanding Exercise price ($) Expiry date Warrant Value ($) 5,574,100 0.40 July 15, 2027 583,020 13,040,000 0.22 January 17, 2028 765,372 7,000,000 0.20 March 13, 2030 310,085 11,600,000 0.15 August 1, 2030 287,361 6,000,000 0.15 September 23, 2030 139,928 43,214,100 2,085,766 THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 28 (e) Basic and diluted loss per common share based on net loss for the three and six months ended December 31: Numerator: 2025 2024 2025 2024 Net loss for the period (3,514,400) $ (2,216,578) $ (6,341,482) $ (3,315,158) $ Three month --- s ended December 31, Six months ended December 31, Denominator 2025 2024 2025 2024 Weighted average number of common shares outstanding - basic 94,287,635 56,647,635 89,498,505 56,474,657 Weighted average effect of stock options and warrants (i) - - - - Weighted average number of common shares outstanding - diluted 94,287,635 56,647,635 89,498,505 56,474,657 Three months ended December 31, Six months ended December 31, 2025 2024 2025 2024 Basic (0.04) $ (0.04) $ (0.07) $ (0.06) $ Diluted (0.04) (0.04) $ (0.07) (0.06) Loss per common share based on net loss for the period: Three months ended December 31, Six months ended December 31, (i) The determination of the December 31, 2025 diluted weighted average number of common shares outstanding excludes 10,946,667 (December 31, 2024 – 8,515,001) and 43,214,100 (December 31, 2024 – 5,574,100) shares related to stock options and warrants respectively that were anti-dilutive. THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 29 9. Operating, general, and administrative expenses Included in operating, general, and administrative expenses for the three and six months ended December 31 are the following expenses: 2025 2024 2025 2024 Salaries and consulting fees 392,718 $ 523,942 $ 1,075,342 $ 914,399 $ Stock-based compensation expense 50,608 133,223 135,909 292,909 Director fees 51,250 51,250 102,500 102,500 Depreciation expense 26,017 26,086 51,860 52,504 Travel and promotion 46,208 21,117 49,582 42,018 Operating lease payments 17,208 16,851 34,416 33,701 Shareholder relations, transfer agent and filing fees 24,195 16,580 31,564 31,308 Foreign exchange loss (gain) 12,625 2,394 26,621 (72,321) Transaction costs 12,279 46,871 26,082 345,338 Other employment benefits 10,544 9,530 22,467 20,870 Professional fees 8,631 30,971 15,750 35,941 CEO performance bonus accrual - (19,722) - - Other office and general 78,427 94,427 154,416 197,801 730,710 $ 953,520 $ 1,726,509 $ 1,996,968 $ Three months ended December 31, Six months ended December 31, 10. Finance expenses Finance expenses consist of the following for the three and six months ended December 31: 2025 2024 2025 2024 Interest expense on lease liabiliites 12,299 $ 15,478 $ 25,437 $ 31,681 $ Interest expense on margin borrowings 429 82 3,543 163,404 12,728 $ 15,560 $ 28,980 $ 195,085 $ Three months ended December 31, Six months ended December 31, THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 30 11. Supplemental disclosure of cash flow information The following table shows the supplemental cash flow information for the six months ended December 31: 2025 2024 Finance expense paid (Note 10) 25,437 $ 31,681 $ Issue of share capital pursuant to investment activities (Note 8(a)) - $ 160,000 $ 12. Management of capital The Company considers its capital to be equal to its equity which amounts to $25,298,844 on December 31, 2025 (June 30, 2025 - $30,451,934). The Company’s objectives when managing capital are: (a) to ensure that the Company maintains the level of capital necessary to meet the requirements of its brokers; (b) to allow the Company to respond to changes in economic and/or marketplace conditions by maintaining the Company’s ability to purchase new investments and digital assets; (c) to give shareholders sustained growth in sh --- areholder value by increasing shareholders’ equity; and (d) to maintain a flexible capital structure that optimizes the cost of capital at acceptable levels of risk. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying assets. The Company maintains or adjusts its capital level to enable it to meet its objectives by: (a) realizing proceeds from the disposition of its investments and digital assets; and (b) raising capital through equity or debt financings. The Company is not subject to any capital requirements imposed by any regulator other than to maintain the margin requirements by the brokers. There were no changes in the Company’s approach to capital management for the six months ended December 31, 2025. To date, the Company has not declared any cash dividends to its shareholders as part of its capital management program. The Company’s current capital resources are sufficient to discharge its liabilities as at December 31, 2025. THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 31 13. Management of financial risk The investment operations of ThreeD’s business involve the purchase and sale of securities and digital assets, and, accordingly, a portion of the Company’s assets are currently comprised of financial instruments. The use of financial instruments can expose the Company to several risks, including market, credit, and liquidity risks. Although digital assets are not considered financial instruments, they inherently have similar risks as traditional investments. A discussion of the Company’s use of financial instruments and their associated risks is provided below. (a) Market risk: Market risk is the risk that the fair value of future cash flows from the Company’s financial instruments will significantly fluctuate because of changes in the market prices. The value of the financial instruments can be affected by changes in interest rates, foreign exchange rates, and equity and commodity prices. The Company is exposed to market risk in trading its investments/digital assets and unfavorable market conditions could result in dispositions of investments/digital assets at less than favorable prices. Additionally, the Company adjusts its investments/digital assets to fair value at the end of each reporting period. This process could result in significant write-downs of the Company’s investments/digital currencies over one or more reporting periods, particularly during periods of overall market instability, which would have a significant unfavorable effect on ThreeD’s financial position. Market risk includes currency risk of changes in foreign exchange rates, impacting the valuation of the Company’s financial instruments. As at December 31, 2025, the Company held a total of $6,905,908 (June 30, 2025 - $6,576,548) in U.S. denominated investments. Additionally, the majority of the Company’s digital assets are denominated in U.S. dollars. The Company also held $17,963 (June 30, 2025 - $17,574) in Australian-dollar denominated investments and $531,156 (June 30, 2025 - $546,665) in British pound sterling denominated investments. There were no changes in the way the Company manages market risk during the six months ended December 31, 2025. The Company manages its market risk by having a portfolio that is not singularly exposed t --- o anyone issuer or class/sector of issuers. THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 32 The following table shows the estimated sensitivity of the Company’s after-tax net loss for the six months ended December 31, 2025, from a change in the closing trade price of the Company’s investments and digital assets with all other variables held constant as at December 31, 2025: Change in after-tax net loss from % change in closing trade price 2% 405,796 $ 4% 811,591 6% 1,217,387 8% 1,623,182 10% 2,028,978 Percentage of change in closing trade price (recent transaction price) The following table shows the estimated sensitivity of the Company’s after-tax net loss for the year ended June 30, 2025, from a change in the closing trade price of the Company’s investments and digital assets with all other variables held constant as at June 30, 2025: Change in after-tax net loss from % change in closing trade price 2% 499,984 $ 4% 999,967 6% 1,499,951 8% 1,999,935 10% 2,499,919 Percentage of change in closing trade price (recent transaction price) (b) Credit risk: Credit risk is the risk of loss associated with the inability of a third party to fulfil its payment obligations. The Company is exposed to the risk that third parties owing it money or securities will not meet their underlying obligations. The Company may, from time to time, invest in debt obligations. As at December 31, 2025, the Company held five convertible debentures (June 30, 2025 – four convertible debentures) maturing between December 2026 and July 2027. The convertible debentures fair value has been recorded at $1,751,290 (June 30, 2025 - $1,598,679). One of these convertible debentures was held with a private company investee (June 30, 2025 – one convertible debenture) and five were held with a publicly traded company investee (June 30, 2025 – three convertible debentures). All funds in cash are held in financial institutions that have a credit rating above AA. THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 33 There were no changes to the way the Company manages credit risk during the six months ended December 31, 2025. The Company is also exposed in the normal course of business to credit risk from the sale of its investments and advances made on investments. The following is the Company’s maximum exposure to credit risk as at December 31, 2025 and June 30, 2025: December 31, 2025 June 30, 2025 Cash 6,293 $ 5,286 $ Due from brokers 6,151 8,779 Convertible debentures 1,751,290 1,598,679 Receivables (i) 228,116 97,002 Related party loans receivable 1,188,190 1,494,304 3,180,040 $ 3,204,050 $ (i) As at December 31, 2025, Harmonized Sales Tax (“HST”) comprised $28,106 (June 30, 2025 - $29,202) of the receivables balance, with the remaining receivables balance of $200,010 (June 30, 2025 - $67,800) owing from investees for monthly administrative and office service fees. (c) Liquidity risk: Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they become due. The Company’s liquidity and operating results may be adversely affected if the Company’s access to the capital markets is hindered, whether as a result of a downturn in stock market conditions generally or related to matters specific to th --- e Company, or if the value of the Company’s investments declines, resulting in losses upon disposition. The Company generates cash flow primarily from its financing activities and proceeds from the disposition of its investments/digital assets, in addition to interest earned on its investments. There were no changes to the way that the Company manages liquidity risk during the six months ended December 31, 2025. The Company manages liquidity risk by reviewing the amount of margin available on a daily basis and managing its cash flow. The Company holds some investments/digital assets that can be converted into cash when required. THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 34 The following table shows the Company’s liabilities and potential due dates to liquidity risk as at December 31, 2025 (see commitments and contingencies Note 14): Liabilities and obligations Total Less than 1 year 1 - 3 years 4 - 5 years After 5 years Accounts payable and accrued liabilities 244,960 $ 244,960 $ - $ - $ - $ Lease payments 384,057 59,468 324,589 - - 629,017 $ 304,428 $ 324,589 $ - $ - $ Payments due by period The following table shows the Company’s liabilities and potential due dates related to liquidity risk as at June 30, 2025: Liabilities and obligations Total Less than 1 year 1 - 3 years 4 - 5 years After 5 years Accounts payable and accrued liabilities 557,660 $ 557,660 $ - $ - $ - $ Lease payments 455,064 130,475 324,589 - - 1,012,724 $ 688,135 $ 324,589 $ - $ - $ Payments due by period The following table shows the Company’s source of liquidity by assets as at December 31, 2025: Assets Total Less than 1 year 1 - 3 years After 3 years Non-liquid assets Cash 6,293 $ 6,293 $ - $ - $ - $ Due from brokers 6,151 6,151 - - - Prepaids and receivables 975,813 228,116 - - 747,697 Related party loans receivable 1,188,190 1,188,190 - - - Investments, at fair value(i) 20,757,580 10,320,818 10,436,762 - - Digital assets, at FVLCTS(i) 2,631,212 1,780,069 851,143 - - Property, equipment and right-of-use assets 293,116 - - - 293,116 25,858,355 $ 13,529,637 $ 11,287,905 $ - $ 1,040,813 $ Liquidity by period THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 35 The following table shows the Company’s source of liquidity by assets as at June 30, 2025: Assets Total Less than 1 year 1 - 3 years After 3 years Non-liquid assets Cash 5,286 $ 5,286 $ - $ - $ - $ Due from brokers 8,779 8,779 - - - Prepaids and receivables 758,863 97,002 - - 661,861 Related party loans receivable 1,494,304 1,494,304 - - - Investments, at fair value(i) 25,603,448 6,072,539 19,530,909 - - Digital assets, at FVLCTS(i) 3,214,059 1,958,770 1,255,289 - - Property, equipment and right-of-use assets 344,976 - - - 344,976 31,429,715 $ 9,636,680 $ 20,786,198 $ - $ 1,006,837 $ Liquidity by period (i) Private company, token pooling contracts, nodes, and SAFT investments are included in the 1-3 years category since they are not expected to be liquidated within 1 year (d) Currency risk: The Company presently holds funds in Canadian dollars but some of its liabilities are denominated in foreign currencies. The Company does not engage in any hedging activities to mitigate its foreign exchange risk. A change in the foreign exchange rate of the Canadian dollar versus another currency --- may increase or decrease the value of the Company’s financial instruments. The following assets and liabilities, presented in Canadian dollar equivalents, (excluding investments and digital assets) were denominated in foreign currencies: December 31, 2025 June 30, 2025 Denominated in foreign currencies: Cash 756 $ 505 $ Due from (to) brokers, net (63) 419 Accounts payable and accrued liabilities (75,924) (125,618) Net assets denominated in foreign currencies (75,231) $ (124,694) $ THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 36 (e) Digital assets regulatory risk: Uncertainties exist with respect to the legality of SAFT investments in certain jurisdictions, as some SAFT investments might not be registered under the local securities law. As at December 31, 2025, the Company had SAFT investments valued at $nil (June 30, 2025 - $621,584). 14. Commitments and contingencies During the year ended June 30, 2024, ThreeD amended and extended its lease for office premises until November 2028 with annual payments of approximately $205,884 (plus applicable taxes) beginning in October 2023. In December 2022, the Company signed a new lease for office equipment beginning February 2023 until March 2027, for annual payments of approximately $3,534. As at December 31, 2025, future minimum annual lease payments under operating leases for premises and equipment are as follows: 2026 93,986 2027 210,168 2028 207,518 2029 114,012 Prepaid rent and operating costs deposits (5,447) Total lease commitments 620,237 Lease operating costs (236,181) Discount at effective interest rates of 10% - 15% (70,251) Lease liability, as at December 31, 2025 313,805 $ The Company is involved in certain claims in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters is not determinable. No amounts have been accrued in the Interim Consolidated Statements as of December 31, 2025. THREED CAPITAL INC. Notes to the Consolidated Financial Statements December 31, 2025 and 2024 (Unaudited - expressed in Canadian dollars unless otherwise noted) 37 15. Subsequent events (a) In January 2026, 100,00 stock options with an exercise price of $0.50 per share and 1,300,000 stock options with an exercise price of $0.75 per share expired and were unexercised. (b) In January 2026, 100,000 stock options at an exercise price of $0.25 per share with an expiry date of January 21, 2030 were cancelled. Additionally, 50,000 stock options at an exercise price of $0.80 per share with an expiry date of March 18, 2026 were cancelled. (c) Subsequent to December 31, 2025, the CEO of the Company repaid a total of $159,157 on the Second Loan (Note 6(e)).