Northwire Canada EditionFriday, July 10, 2026
Northwire
GLDN 0.055 +0.0% BRON 0.040 +0.0% BTO 5.43 −0.7% ESK 0.365 −2.7% AUMN 0.275 +0.0% GGX 0.040 +0.0% S 0.155 +29.2% NNX 0.035 +0.0% ABX 51.90 −0.6% TTS 2.40 −4.0% FCI 0.400 −9.1% GR 0.075 +0.0% AII 23.38 +12.4% TUNG 1.72 +1.8% LGO 1.01 −2.9% EMM 0.080 +0.0% GLDN 0.055 +0.0% BRON 0.040 +0.0% BTO 5.43 −0.7% ESK 0.365 −2.7% AUMN 0.275 +0.0% GGX 0.040 +0.0% S 0.155 +29.2% NNX 0.035 +0.0% ABX 51.90 −0.6% TTS 2.40 −4.0% FCI 0.400 −9.1% GR 0.075 +0.0% AII 23.38 +12.4% TUNG 1.72 +1.8% LGO 1.01 −2.9% EMM 0.080 +0.0%

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Original News Release

SEDAR Interim Financial Statements

GREENWAY GREENHOUSE CANNABIS CORPORATION CONDENSED INTERIM FINANCIAL STATEMENTS For the three and nine months ended December 31, 2025 and 2024 (Unaudited - Expressed in Canadian Dollars) NOTICE TO READER Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the interim financial statements have not been reviewed by an auditor. The accompanying unaudited interim financial statements of the Company have been prepared by and are the responsibility of the Company's management. The Company's independent auditor has not performed a review of these interim financial statements in accordance with standards established by Chartered Professional Accountants of Canada (CPA Canada) for a review of interim financial statements by an entity’s auditor. Page 1 Greenway Greenhouse Cannabis Corporation Condensed Interim Statements of Financial Position As at December 31, 2025 and March 31, 2025 (unaudited - expressed in Canadian dollars) December 31, March 31, Assets Notes 2025 $ 2025 $ Current assets Cash 1,181,770 3,142,898 Accounts receivable 1,287,135 666,594 Inventory 4 4,190,710 1,113,765 Biological assets 5 525,108 518,076 Prepaid expenses and deposits 169,807 252,602 7,354,530 5,693,935 Property, plant and equipment 6 25,273,679 26,562,881 32,628,209 32,256,816 Liabilities Current liabilities Accounts payable and accrued liabilities 1,535,245 1,582,982 Accounts payable to related parties 11 5,648,169 4,718,487 Customer deposits - 113,139 Current portion of lease liabilities 7 409,625 394,634 Subordinated debt 8 4,900,000 4,900,000 12,493,039 11,709,242 Lease liabilities 7 7,571,998 7,880,868 Convertible debentures 9 2,746,421 2,615,368 22,811,458 22,205,478 Shareholders' Equity Share capital 10 24,418,991 24,237,716 Warrants reserve 14 295,201 295,201 Share-based payments reserve 13 4,865,889 4,865,889 Equity component of convertible debentures 9 462,644 462,644 Deficit (20,225,974) (19,810,112) 9,816,751 10,051,338 32,628,209 32,256,816 Going concern (note 2) The accompanying notes are an integral part of the financial statements. Page 2 Greenway Greenhouse Cannabis Corporation Condensed Interim Statements of Loss and Comprehensive Loss For the three and nine months ended December 31, 2025 and 2024 (unaudited - expressed in Canadian dollars) The accompanying notes are an integral part of the financial statements. For the three months ended December 31, For the nine months ended December 31, Notes 2025 $ 2024 $ 2025 $ 2024 $ Gross revenue 2,368,178 1,687,006 6,164,004 5,924,828 Excise taxes (19,381) (10,285) (101,476) (46,991) Net revenue 2,348,797 1,676,721 6,062,528 5,877,837 Cost of sales Cost of goods sold 4,11 1,438,448 1,092,047 3,149,509 4,142,137 Amortization 4,6 306,305 335,476 721,245 1,232,535 Gross profit before fair value adjustments 604,044 249,198 2,191,774 503,165 Fair value adjustment on sale of inventory 4 (2,346) - (298,614) - Fair value adjustment on growth of biological assets 5 78,893 - 428,836 - Gross profit 680,591 249,198 2,321,996 503,165 Operating expenses General and administration 11,15 374,656 334,526 1,207,961 1,042,013 Amortization 6 82,883 104,079 248,649 313,217 Professional fees 83,284 76,043 297,083 279,072 Marketing and sales 50,220 66,323 166,026 221,921 Research and development 2,451 22,024 4,485 43,515 Bad debt - 13,666 - 13,666 Impairment of intangible asset - 35,913 --- - 35,913 593,494 652,574 1,924,204 1,949,317 Operating income (loss) 87,097 (403,376) 397,792 (1,446,152) Interest expense 7,8,9,11 (222,070) (271,700) (813,654) (814,026) Loss and comprehensive loss (134,973) (675,076) (415,862) (2,260,178) Weighted average number of common shares - basic 132,450,813 131,530,438 132,214,114 131,458,708 Weighted average number of common shares - diluted 132,450,813 131,530,438 132,214,114 131,458,708 Basic and diluted loss per share 16 (0.00) (0.01) (0.00) (0.02) Page 3 Greenway Greenhouse Cannabis Corporation Condensed Interim Statements of Changes in Equity For the nine months ended December 31, 2025 and 2024 (unaudited - expressed in Canadian dollars) Notes Number of common shares Share capital amount $ Warrants reserve $ Share-based payments reserve $ Equity component of convertible debentures $ Deficit $ Total $ Balance, March 31, 2024 131,314,524 24,043,978 295,201 4,865,889 462,644 (17,752,663) 11,915,049 Shares issued for payment-in-kind interest 364,284 105,000 - - - - 105,000 Net loss - - - - - (2,260,178) (2,260,178) Balance, December 31, 2024 131,528,808 24,148,978 295,201 4,865,889 462,644 (20,012,841) 9,759,871 Notes Number of common shares Share capital amount $ Warrants reserve $ Share-based payments reserve $ Equity component of convertible debentures $ Deficit $ Total $ Balance, March 31, 2025 131,974,600 24,237,716 295,201 4,865,889 462,644 (19,810,112) 10,051,338 Shares issued for services rendered 10 337,507 76,275 - - - - 76,275 Shares issued for payment-in-kind interest 10 532,418 105,000 - - - - 105,000 Net loss - - - - - (415,862) (415,862) Balance, December 31, 2025 132,844,525 24,418,991 295,201 4,865,889 462,644 (20,225,974) 9,816,751 The accompanying notes are an integral part of the financial statements. Page 4 Greenway Greenhouse Cannabis Corporation Condensed Interim Statements of Cash Flows For the nine months ended December 31, 2025 and 2024 (unaudited - expressed in Canadian dollars) Notes 2025 $ 2024 $ Cash provided by (used in) operating activities: Net loss for the period (415,862) (2,260,178) Items not affecting cash Amortization 6 1,412,364 1,393,534 Interest expense accrued to related party 11 202,125 202,125 Accretion on lease liabilities, net of sub-lease to related party 7 231,121 209,733 Accretion on convertible debentures 9 131,053 104,578 Shares issued for services rendered 76,275 - Shares issued for payment-in-kind interest 105,000 105,000 Fair value adjustment on sale of inventory 4 298,614 - Fair value adjustment on growth of biological assets 5 (428,836) - Cash provided by (used in) operating activities before 1,611,854 (245,208) non-cash working capital adjustments Decrease (increase) in: Accounts receivable (620,541) 496,820 Inventory and biological assets (2,953,755) 285,229 Prepaid expenses and deposits 82,795 (71,105) Increase (decrease) in: Accounts payable and accrued liabilities (47,737) 152,242 Accounts payable to related parties 11 202,557 30,708 Customer deposits (113,139) 99,581 Net cash provided by (used in) operating activities (1,837,966) 748,267 Cash used in investing activities Purchase of property, plant and equipment (123,162) (121,401) Net cash used in investing activities (123,162) (121,401) Net increase (decrease) in cash (1,961,128) 626,866 Cash, beginning of period 3,142,898 1,530,810 Cash, end of period 1,181,770 2,157,676 Supplementary disclosure (note 18) The accompanying notes are an integral part of the financial statements. --- Greenway Greenhouse Cannabis Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended December 31, 2025 and 2024 (unaudited - expressed in Canadian dollars) Page 5 1. Nature of operations Greenway Greenhouse Cannabis Corporation (the “Company”) is licensed to cultivate, process and sell cannabis under the Cannabis Act, having obtained both Standard Cultivation and Processing licenses. The Company’s nursery facility is located in Kingsville, Ontario, and its flowering and processing facility is located in Leamington, Ontario. The business model is to supply bulk packaged, high quality cannabis to the Canadian cannabis industry at prices that ultimately provide a value proposition to the consumers. The Company is a majority-owned subsidiary of Sunrite Greenhouses Ltd. (the “Parent Company”) The address of the Company’s registered office is 1478 Seacliff Drive, Kingsville, Ontario N9Y 2M2. The Company is a reporting issuer in the Province of Ontario and its common shares (the “Common Shares”) are currently listed on the Canadian Securities Exchange (“CSE”) under the symbol “GWAY” and, beginning December 1, 2022, on the OTCQB Venture Market (“OTCQB”) under the symbol “GWAYF”. These condensed interim financial statements (the “Financial Statements”) were approved and authorized for use by the Board of Directors on February 24, 2026. 2. Basis of presentation and going concern a) Statement of compliance The Company’s Financial Statements have been prepared in accordance with IAS 34, “Interim Financial Reporting”. These Financial Statements do not include all notes of the type normally included within the annual financial report and should be read in conjunction with the audited financial statements of the Company for the year ended March 31, 2025, which have been prepared in accordance with IFRS® Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). b) Basis of presentation and measurement These Financial Statements have been prepared on a historical cost basis except for certain financial instruments measured at fair value, biological assets which are measured at fair value less costs to sell, and inventory which is recorded at the lower of cost and net realizable value, as detailed in the Company’s accounting policies. c) Functional currency All figures presented in the Financial Statements are reflected in Canadian dollars, which is the Company’s functional currency. Foreign currency transactions are translated to the functional currency of the Company at the exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the foreign exchange rate applicable at the statement of financial position date. Non-monetary items carried at historical cost denominated in foreign currencies are translated to the functional currency at the date of the transactions. Non-monetary items carried at fair value denominated in foreign currencies are translated to the functional currency at the date when the fair value was determined. Realized and unrealized exchange gains and losses are recognized through profit and loss. d) Going concern These Financial Statements have been prepared on a going concern basis which presumes that the Company will continue in operation for the --- foreseeable future and will be able to realize its assets and discharge liabilities in the normal course of its operations. Total liabilities as at December 31, 2025 were $22,811,458 (March 31, 2025 – $22,205,478), of which $18,529,792 (March 31, 2025 - $17,893,989) is due to related parties. Excluding amounts due to related parties, the Company had a positive working capital balance of $5,819,285 (March 31, 2025 - $3,997,814). For the nine months ended December 31, 2025, the Company had cash used in operating activities of $1,837,966 (December 31, 2024 – cash provided by operating activities of $748,267), resulting from a net loss of $415,862 (2024 – $2,260,178) offset by items not affecting cash such as amortization, accretion on lease liabilities and convertible debentures, and shares issued for services rendered and payment-in-kind interest. Although the Company currently does not have sufficient cash resources to meet all of its obligations and fund operations over the next twelve months, a significant portion of its liabilities relate to amounts owing to the parent company. The parent company has not demanded repayment of these amounts. The Company’s ability to continue as a going concern is dependent upon the continued support of its parent company, its ability to obtain sufficient additional funding and to generate sufficient revenues and positive cash flows from its operating activities to meet its obligations and fund its planned investments and operations. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. Greenway Greenhouse Cannabis Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended December 31, 2025 and 2024 (unaudited - expressed in Canadian dollars) Page 6 2. Basis of presentation and going concern (continued) d) Going concern (continued) The Company will require revenue from its products and new financing to continue as a going concern in its present form. However, there can be no assurance that the Company will achieve such results. In assessing whether this assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. If the going concern assumption was not appropriate for these financial statements, then adjustments would likely be necessary in the carrying amounts of assets and liabilities, expenses, the accumulated deficit and the classification used in the statement of financial position. These adjustments could be material. 3. Material accounting policy information These Financial Statements have been prepared following the same accounting policies used in the preparation of the audited financial statements of the Company for the year ended March 31, 2025. There are new accounting standards and amendments to accounting standards and interpretations that are effective for annual periods beginning on or after January 1, 2025, that have not been applied in preparing the Financial Statements for the nine months ended December 31, 2025. Except as disclosed below, these standards and interpretations are not expected to have a material impact on the Company's consolidated financial statements. • On May 30, 2024, the IASB issued amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments. These amendments clarif --- y the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; add new disclosures for certain instruments with contractual terms that can change cash flows, such as some instruments with features linked to the achievement of environment, social and governance targets; and update the disclosures for equity instruments designated at fair value through other comprehensive income. These amendments apply to annual reporting periods beginning on or after January 1, 2026. Earlier application is permitted. The Company is currently assessing the impact and efforts related to the amendments to IFRS 9 and IFRS 7. • On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1. IFRS 18 applies to annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted. The key new concepts introduced in IFRS 18 relate to: (i) the structure of the statement of profit or loss; (ii) required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements; and (iii) enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes. The Company is currently assessing the impact and efforts related to adopting IFRS 18. 4. Inventory The following is a summary of inventory activity for the nine months ended December 31, 2025 and the year ended March 31, 2025: Nine months ended December 31, 2025 Year ended March 31, 2025 Balance, beginning of the period $ 1,113,765 $ 1,652,725 Transferred from biological assets on harvest 2,931,942 2,750,493 Processing costs capitalized 4,314,371 4,350,372 Inventory sold – cash and amortization costs (3,870,754) (7,350,367) Biological transformation adjustment relieved from inventory (298,614) (289,458) Balance, end of the period $ 4,190,710 $ 1,113,765 Greenway Greenhouse Cannabis Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended December 31, 2025 and 2024 (unaudited - expressed in Canadian dollars) Page 7 4. Inventory (continued) As at December 31, 2025, and March 31, 2025, inventory consisted of: December 31, 2025 March 31, 2025 Inventory finished goods $ 3,377,433 $ 588,660 Inventory-in-process, dried flower 813,277 525,105 Balance, end of the period $ 4,190,710 $ 1,113,765 During the nine months ended December 31, 2025 and 2024, the Company incurred cost of sales, before fair value adjustments, consisting of: 2025 2024 Cash inputs for cultivation and processing $ 2,983,286 $ 3,963,778 Shipping 71,593 74,065 Repairs and maintenance 94,630 104,294 Subtotal: Cash cost of goods sold Amortization 3,149,509 4,142,137 721,245 1,232,535 Total cost of sales before fair value adjustments $ 3,870,754 $ 5,374,672 5. Biological assets Biological assets are comprised of cannabis plants undergoing biological transformation. The changes in the carrying value of biological assets are as follows: Nine months ended December 31, 2025 Year ended March 31, 2025 Balance, beginning of period $ 518,076 $ 366,026 Capitalized costs 2,510,138 2,532,076 Increase in fair value due to biological transformation 428,836 370,467 Less: Transfer --- red to inventory (2,931,942) (2,750,493) Balance, end of period $ 525,108 $ 518,076 The Company measures its biological assets at their fair value less costs to sell. This is determined using a model which estimates the expected harvest yield in grams for plants currently being cultivated, and then adjusts that amount for the expected selling price less costs to sell per gram. The fair value measurements for biological assets have been categorized as Level 3 fair values based on the inputs to the valuation technique used. The Company’s method of accounting for biological assets attributes value accretion on a straight-line basis throughout the life of the biological asset from the vegetation stage to the point of harvest and assumes the value of clones is nominal. As at December 31, 2025, the Company’s biological assets were comprised of 10,599 plants (March 31, 2025 – 11,456) which were, on average, 59% (March 31, 2025 – 54%) complete and it was expected that they would yield approximately 1,312 kg (March 31, 2025 - 1,417 kg) of dry flower. Biological assets as at December 31, 2025 include $78,167 (March 31, 2025 - $117,342) of amortization expense. Greenway Greenhouse Cannabis Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended December 31, 2025 and 2024 (unaudited - expressed in Canadian dollars) Page 8 5. Biological assets (continued) The following table quantifies each significant unobservable input: December 31, 2025 March 31, 2025 Weighted average expected loss of plants until harvest 1% 1% Expected dry-bud yield (average grams per plant) 125 grams 125 grams Expected average number of growing weeks 11 weeks 12 weeks Estimated selling price of dry bud (per gram) $1.46 $1.46 Post-harvest cost to complete and sell (per gram) $0.60 $0.60 These estimates, by their nature, are subject to changes that could result from volatility of market prices, unanticipated regulatory changes, harvest yields, loss of crops, changes in estimates and other uncontrollable factors that could significantly affect the future fair value of biological assets. The following table presents the effect of a 10% change in each respective input on the fair valuation of biological assets which would be reported on the statements of loss and comprehensive loss. December 31, 2025 $ March 31, 2025 $ Weighted average expected loss of plants until harvest 530 385 Expected dry-bud yield (average grams per plant) 52,511 38,903 Expected number of growing weeks 58,345 42,326 Estimated selling price of dry bud (per gram) 56,372 192,755 Post-harvest cost to complete and sell (per gram) 23,167 114,281 Greenway Greenhouse Cannabis Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended December 31, 2025 and 2024 (unaudited - expressed in Canadian dollars) Page 9 6. Property, plant and equipment Leasehold improvements $ Production equipment $ Office furniture and computer equipment $ Right-of-use assets $ Total $ Cost March 31, 2024 22,161,524 362,858 167,876 9,719,434 32,411,692 Additions 72,973 6,400 — — 79,373 March 31, 2025 22,234,497 369,258 167,876 9,719,434 32,491,065 Additions 96,224 26,938 — — 123,162 December 31, 2025 22,330,721 396,196 167,876 9,719,434 32,614,227 Accumulated depreciation March 31, 2024 2,415,431 60,537 28,494 1,492,256 3,996,718 Depreciation 1,245,964 29,285 70,183 586,034 1,931,466 March 31, 2025 3,661,395 89,822 98,677 2,078,290 5,928,184 Depreciation 938,1 --- 00 22,812 51,900 399,552 1,412,364 December 31, 2025 4,599,495 112,634 150,577 2,477,842 7,340,548 Net book value March 31, 2024 19,746,093 302,321 139,382 8,227,178 28,414,974 March 31, 2025 18,573,102 279,436 69,199 7,641,144 26,562,881 December 31, 2025 17,731,226 283,562 17,299 7,241,592 25,273,679 Of the amortization incurred in the three and nine months ended December 31, 2025, $306,305 and $721,245, respectively (three and nine months ended December 31, 2024 - $335,476 and $1,232,535, respectively) has been charged to cost of sales, $82,883 and $248,649, respectively, (three and nine months ended December 31, 2024 - $104,078 and $313,217, respectively) has been expensed in operating expenses and the remainder has been recorded through the Company’s biological assets and inventory costing in accordance with IAS 2 Inventories. As at December 31, 2025, $710,867 and $78,167 (March 31, 2025 - $229,222 and $117,342) of amortization was capitalized to inventory and biological assets, respectively. During the nine months ended December 31, 2025, the Company identified no indicators of impairment with respect to property, plant and equipment. Greenway Greenhouse Cannabis Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended December 31, 2025 and 2024 (unaudited - expressed in Canadian dollars) Page 10 7. Lease liabilities The Company leases a greenhouse facility from Via Verde Hydroponics Ltd., a company related by way of common ownership with the majority shareholders of the Company. The initial lease term for the greenhouse was 20 years, maturing on April 30, 2039. In April 2022, the Company exercised its right to expand the leased space to an aggregate of approximately 167,000 square feet. The Company also leases a nursery facility from Sunrite Greenhouses Ltd., the majority shareholders of the Company. The initial lease term for the nursery was 18 years, maturing on April 30, 2039. March 31, 2024 $ 8,648,499 Sub-lease to related party (note 11) (200,000) Lease payments accrued (note 11) (650,000) Interest expense 477,003 March 31, 2025 $ 8,275,502 Sub-lease to related party (note 11) (112,500) Lease payments accrued (note 11) (525,000) Interest expense 343,621 December 31, 2025 $ 7,981,623 For the three and nine months ended December 31, 2025, the Company recognized an interest expense on lease liabilities in the amount of $113,157 and $343,621, respectively (three and nine months ended December 31, 2024 – $118,602 and $359,733, respectively) in the statements of loss and comprehensive loss. The Company used an incremental borrowing rate of 5.50% at the date of the initial application, for both the greenhouse and nursery leases. For the new square footage leased as of April 2022, the Company used an incremental borrowing rate of 5.95%. The square footage expansion was complete and operational as of May 2023. Commencing July 1, 2023, the Company has sub-leased a portion of the unutilized square footage expansion to Via Verde Hydroponics (note 11). A maturity analysis of lease liabilities as at December 31, 2025 is as follows: Year ending March 31, 2026 – balance remaining $ 212,500 Year ending March 31, 2027 850,000 Year ending March 31, 2028 850,000 Year ending March 31, 2029 850,000 Year ending March 31, 2030 850,000 Thereafter 7,745,833 11,358,333 Interest due over the term of the lease 3,376,710 7,981,623 Less: Current portion (409,625) $ 7,571,998 Greenway Greenhouse Cannabis Corporati --- on Notes to the Condensed Interim Financial Statements For the three and nine months ended December 31, 2025 and 2024 (unaudited - expressed in Canadian dollars) Page 11 8. Subordinated debt December 31, 2025 $ March 31, 2025 $ Subordinated Credit Facility - $4,900,000 – 5.50%, interest accrues and no current terms for repayment 4,900,000 4,900,000 Principal portion included in current liabilities 4,900,000 4,900,000 Non-current portion - - Total debt repayments are outlined in note 17. The subordinated credit facility of $4,900,000 is owed to the majority shareholder, Sunrite Greenhouses Ltd. and is secured by a charge on all assets of the Company. Interest accrues on the subordinated facility and there are no current terms for repayment. As the subordinated credit facility became due on demand during the year ended March 31, 2025, it is presented as a current liability commencing at that date. During the three and nine months ended December 31, 2025 interest expense on the debt amounting to $67,375 and $202,125, respectively (three and nine months ended December 31, 2024 – $67,375 and $202,125, respectively) was recognized in the statements of loss and comprehensive loss. 9. Convertible debentures Debt component Equity conversion feature Balance, March 31, 2024 $ 2,471,818 $ 462,644 Accretion during the year 143,550 - Balance, March 31, 2025 2,615,368 462,644 Accretion during the period 131,053 - Balance, December 31, 2025 $2,746,421 $ 462,644 On October 27, 2023, the Company issued 3,500 13% secured convertible debentures (the “Debentures”), with each Debenture being in the principal amount of $1,000 for gross proceeds of $3,500,000, maturing 5 years from the issuance date. The principal amount of each Debenture is convertible into Common Shares at the option of the holder at any time prior to the close of business on the last business day immediately preceding the Maturity Date at a conversion price of $0.20 per Common Share. Following the date that is 36 months from the date of issue, the Company shall have the right, but not the obligation, upon prior written notice to the holders of the Debenture of not less than 30 days, to accelerate the Maturity Date of the Debentures. Issuance costs related to the transaction total $486,919, as well as 1,183,000 Finders’ warrants of $129,511 as described in note 14. In connection with the above transaction, $120,000 of investor relation services were rendered in exchange for 120 of the secured convertible debentures. Semi-annual interest payments will be comprised of a cash payment at a rate of 10% per annum and a payment-in-kind at a rate of 3% per annum, which shall be fulfilled by delivering Common Shares at an issuance price per Common Share equal to the five-day volume-weighted average price of the Common Shares on the CSE immediately preceding the date which is two trading days prior to the date that the interest payment is due, subject to such deemed issuance price being no less than the maximum allowable discount permitted by the CSE. At issuance, the fair value of the liability component of the Debentures was calculated using a discount rate of 18%, estimating the rate for the Debentures without the equity conversion feature attached. As at December 31, 2025, $- (March 31, 2025 - $113,750) of interest has been accrued and included in accounts payable and accrued liabilities. Greenway Greenhouse Cannabis Corporation Notes to the Condensed Interim Financial Statements For the three and --- nine months ended December 31, 2025 and 2024 (unaudited - expressed in Canadian dollars) Page 12 10. Share capital Authorized An unlimited number of common shares. Issued There are 132,844,525 common shares issued and outstanding at December 31, 2025 (March 31, 2025 – 131,974,600). Activity On December 31, 2025, the Company issued 276,318 common shares for interest of $52,500 (276,318 common shares at $ 0.19 per share) related to the convertible debenture offering as disclosed in note 9. On July 31, 2025, the Company issued 337,507 common shares at $0.23 per share to a consultant as payment for corporate-finance advisory services of $76,275 included in professional fees. On June 30, 2025, the Company issued 256,100 common shares for interest of $52,500 (256,100 common shares at $ 0.205 per share) related to the convertible debenture offering as disclosed in note 9. During the year ended March 31, 2025, the Company issued 364,284 common shares for interest of $105,000 (214,284 common shares at $0.245 per share, and 150,000 common shares at $0.35 per share) related to the convertible debenture offering as disclosed in note 9. On January 27, 2025, the Company issued 295,792 common shares at $0.30 per share to a consultant as payment for corporate-finance advisory services of $88,738 included in professional fees. 11. Related party transactions Key management personnel are the officers and directors of the Company. Management and directors’ fees and share- based compensation for the three and nine months ended December 31, 2025 and 2024, are summarized as follows: For the three months ended December 31 For the nine months ended December 31 2025 2024 2025 2024 Management and directors' fees $ 99,250 $ 99,250 $ 297,750 $ 297,750 Share-based compensation - - - - $ 99,250 $ 99,250 $ 297,750 $ 297,750 Greenway Greenhouse Cannabis Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended December 31, 2025 and 2024 (unaudited - expressed in Canadian dollars) Page 13 11. Related party transactions (continued) The Company identifies the following as related parties: Related party Description Relationship Sunrite Greenhouses Ltd. Hydroponic Cultivation Majority Shareholder of the Company Via Verde Hydroponics Ltd. Hydroponic Cultivation Common Ownership with Majority Shareholder Del Fresco Produce Ltd. Produce Marketer Common Ownership with Majority Shareholder Delfresco Express Ltd. Produce Distribution Common Ownership with Majority Shareholder CFO Advantage Inc. Management fees Corporation owned by the Chief Financial Officer The Company shares certain economic resources with related parties resulting in the following expenses billed in the three and nine months ended December 31, 2025 and 2024, from related parties: Description Related Party Three months ended December 31, Nine months ended December 31, 2025 2024 2025 2024 $ $ $ $ General Labour Via Verde Hydroponics Ltd. Cost of sales 30,029 17,446 81,528 39,452 General Labour Sunrite Greenhouses Ltd. Cost of sales 67,541 45,678 131,173 146,556 Utilities Via Verde Hydroponics Ltd. Cost of sales 170,629 126,855 418,352 340,354 Administrative Wages Del Fresco Produce Ltd. General and admin 53,898 31,125 175,026 96,025 Executive Wages Del Fresco Produce Ltd. General and admin 37,500 37,500 112,500 112,500 Executive Wages CFO Advantage Inc. General and admin 10,500 10,500 31,500 31,500 Lease payments accrued Via Verde Hydroponics Ltd. Accounts payable (200, --- 000) (212,500) (525,000) (487,500) Sub-lease Income Via Verde Hydroponics Ltd. Interest expense, net (12,500) (50,000) (112,500) (150,000) Interest Sunrite Greenhouses Ltd. Interest expense 67,375 67,375 202,125 202,125 The Company has entered into a lease for approximately 57,000 square feet of greenhouse and warehouse space with Via Verde Hydroponics Ltd. The lease agreement commenced May 1, 2019 and the annual rent is $250,000. As of April 1, 2022, the Company expanded the leased greenhouse space to an additional 125,000 square feet for an incremental annual rent of $300,000. The Company has also entered into a lease for approximately 10,000 square feet of warehouse space with Sunrite Greenhouses Ltd. for an indoor nursery. The lease agreement commenced May 1, 2021 and the annual rent is $300,000. The corresponding leased assets have been recorded as right-of-use assets as described in Note 6. As at December 31, 2025, there was a balance owing to related parties noted above of $5,648,169 (March 31, 2025 – $4,718,487) included in current liabilities on the statement of financial position. Related party transactions were made in the normal course of business and have been recorded at the exchange amounts. Greenway Greenhouse Cannabis Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended December 31, 2025 and 2024 (unaudited - expressed in Canadian dollars) Page 14 12. Capital management The Company’s objective is to maintain sufficient capital base so as to maintain investor and creditor confidence and to sustain future development of the business and safeguard the ability to continue as a going concern. Management defines capital as the Company’s shareholders’ equity and debt. Since inception, the Company has primarily been financed through long-term debt and the issuance of share capital. The Board of Directors does not establish quantitative return on capital criteria for management but rather promotes year-over-year sustainable growth. The Company is not subject to externally imposed capital requirements. The Company currently has not paid any dividends to its shareholders. 13. Stock options During the nine months ended December 31, 2025 and the year ended March 31, 2025, the Company had options subject to certain performance and time-based vesting conditions to directors, officers, employees, and consultants as follows: Number of Options Weighted average exercise price $ March 31, 2024 7,393,000 0.54 Expired during the year (2,518,000) 0.32 Outstanding at March 31, 2025 4,875,000 0.49 Exercisable at March 31, 2025 4,875,000 0.49 March 31, 2025 4,875,000 0.49 Expired during the period (50,000) 1.65 Outstanding at December 31, 2025 4,825,000 0.48 Exercisable at December 31, 2025 4,825,000 0.48 The following lists the options outstanding and exercisable at December 31, 2025: Expiry Date Options Outstanding Remaining Life (Years) Options Exercisable Exercise Price $ Options November 30, 2028 375,000 2.92 375,000 0.26 November 30, 2028 4,450,000 2.92 4,450,000 0.50 Balance December 31, 2025 4,825,000 4,825,000 0.48 During the nine months ended December 31, 2025, the Company recognized $nil (2024 - $nil) in share-based compensation in connection with the options granted, as all options were fully vested. 14. Warrants The Company’s warrants and finders’ warrants as at December 31, 2025 are as follows: Number of Warrants Exercise Price $ Number of Finders’ Warrants Exercise Price $ Outstanding --- at March 31, 2025 and December 31, 2025 - - 1,183,000 0.20 The 1,183,000 warrants issued at an exercise price of $0.20 expire on October 27, 2026. Greenway Greenhouse Cannabis Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended December 31, 2025 and 2024 (unaudited - expressed in Canadian dollars) Page 15 14. Warrants (continued) The fair value of finders’ warrants related to the convertible debenture offering was determined using the following Black-Scholes Warrant Pricing Model assumptions: Share price $ 0.18 Exercise price $ 0.20 Expected life 3 years Volatility 98% Dividend yield 0% Risk-free interest rate 4.45% 15. General and administrative expenses For the three months ended December 31, For the nine months ended December 31, 2025 2024 2025 2024 Management and directors' fees $ 99,250 $ 99,250 $ 297,750 $ 297,750 Office and general 169,579 114,398 482,046 383,550 Salaries and wages 86,409 100,446 356,349 301,204 Insurance 19,418 20,432 71,816 59,509 $ 374,656 $ 334,526 $ 1,207,961 $ 1,042,013 16. Loss per share Loss per share for the three and nine months ended December 31, 2025 and 2024 is calculated as follows: For the three months ended December 31, For the nine months ended December 31, 2025 2024 2025 2024 Basic loss per share: Net loss for the period $ (134,973) $ (675,076) $(415,862) $(2,260,178) Average number of common shares outstanding 132,450,813 131,530,438 132,214,114 131,458,708 Loss per share - basic (0.00) (0.01) (0.00) (0.02) 2025 2024 2025 2024 Diluted loss per share: Net loss for the period $ (134,973) $ (675,076) $(415,862) $(2,260,178) Average number of common shares outstanding 132,450,813 131,530,438 132,214,114 131,458,708 “In the money” options outstanding during the period (i), (ii), and (iii) - - - - 132,450,813 131,530,438 132,214,114 131,458,708 Loss per share - diluted (0.00) (0.01) (0.00) (0.02) (i) 4,825,000 stock options have not been included in the calculation of diluted loss per share as their impact would be anti-dilutive. There were no in-the-money stock options at December 31, 2025. (ii) 1,183,000 finders’ warrants (2024 – 1,183,000) have not been included in the calculation of diluted loss per share as their impact would be anti-dilutive (iii) 17,500,000 options to convert debentures into common stock (2024 – 17,500,000) have not been included in the calculation of diluted loss per share as their impact would be anti-dilutive. Greenway Greenhouse Cannabis Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended December 31, 2025 and 2024 (unaudited - expressed in Canadian dollars) Page 16 17. Risk Management 17.1 Financial Risk Management The Company may be exposed to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives. The main objectives of the Company’s risk management processes are to ensure that risks are properly identified and that the capital base is adequate in relation to those risks. The principal risks to which the Company is exposed are described below. a) Interest rate risk The Company may invest surplus cash in highly liquid investments with short terms to maturity that would accumulate interest at prevailing rates for such investments. As at December 31, 2025, the Company had invested no such funds in liquid investments. b) Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a fin --- ancial instrument fails to meet its contractual obligations and arises principally from the Company’s accounts receivable. The Company is exposed to credit-related losses in the event of non-performance by the counterparties. The Company holds its cash with AAA rated financial institutions and considers the credit risk on its cash to be remote. The Company assesses the credit risk of each individual customer and adjusts payment terms as appropriate. During the nine months ended December 31, 2025, 45% (December 31, 2024 – 36%) of revenue resulted from product sold to the top 3 customers, of which these customers represented an aggregate of $412,955 of the accounts receivable balance at December 31, 2025 (December 31, 2024 - $182,471). c) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by reviewing on an ongoing basis its cash requirements. As at December 31, 2025, the most significant financial liabilities are accounts payable and accrued liabilities, long-term debt, and convertible debentures. As at December 31, 2025 and March 31, 2025, the Company’s financial instruments have contractual maturities as summarized below: December 31, 2025 Due within Due within Due within Due within Due within Total $ <1 year $ 1-2 years $ 2-3 years $ 3-4 years $ >4 years $ Accounts payable and accrued liabilities 1,535,245 - - - - 1,535,245 Accounts payable to related parties 5,648,169 - - - - 5,648,169 Subordinated debt 4,900,000 - - - - 4,900,000 Convertible debentures - undiscounted principal balance - - 3,500,000 - - 3,500,000 Total 12,083,414 - 3,500,000 - - 15,433,414 March 31, 2025 Due within Due within Due Within Due Within Due Within Total $ <1 year $ 1-2 years $ 2-3 years $ 3-4 years $ >4 Years $ Accounts payable and accrued liabilities 1,582,982 - - - - 1,582,982 Accounts payable to related parties 4,718,487 - - - - 4,718,487 Subordinated debt 4,900,000 - - - - 4,900,000 Convertible debentures – undiscounted principal balance - - - 3,500,000 - 3,500,000 Total 11,201,469 - - 3,500,000 - 14,701,469 Greenway Greenhouse Cannabis Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended December 31, 2025 and 2024 (unaudited - expressed in Canadian dollars) Page 17 17. Risk Management (continued) d) Market risk Market risk incorporates a range of risks. Movements in risk factors, such as market price risk and currency risk, affect the fair values of financial assets and liabilities. The Company’s exposure to market risk is not significant. 17.2 Fair Values The carrying values of cash, accounts receivable, and accounts payable and accrued liabilities approximate their fair values due to their short-term maturity. For long-term liabilities, fair value approximates their carrying value at the fiscal year end as the interest rates used to discount these contracts approximate market rates. Assets and liabilities are classified in their entirety based on the lowest level in input that is significant to the fair value measurement. The Company has classified cash as level 1. Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 – Quoted prices in markets that are not active, or inputs that are not observable, either directly or indirectly, for substantially the full term of the asset or liability. --- Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity. 18. Supplementary disclosure The Company has provided the following supplementary disclosure related to the statements of cash flows for the nine months ended December 31, 2025 and 2024: 2025 $ 2024 $ Shares issued for services rendered 76,275 - Shares issued for payment-in-kind interest 105,000 105,000
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